Common use of Letter of Credit Fees Clause in Contracts

Letter of Credit Fees. 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, 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 day of March, June, September and December of each year shall be payable on the third Business Day following such last day, commencing on the first such date to occur after the date of this Agreement; provided that all such fees shall be payable on the Termination Date and any such fees accruing after the Termination Date shall 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 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 366 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).

Letter of Credit Fees. The Borrower agrees to pay (i) to the Administrative Agent for the account of each Lender, Lender (subject to Section 4.04(b)(iii)) a participation fee with respect to its participations in Letters of Credit, 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 each Issuing Bank a fronting fee, which shall accrue at the rate of one-half of one percent (0.50%) 0.25% per annum on the average daily amount of the such 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 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, quarter and (iii) to the 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 day of March, June, September and December of each year shall be payable on the third Business Day following such last day, commencing on the first such date to occur after the date of this Agreement; provided that all such fees shall be payable on the 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 the Administrative Agent at the direction of the Majority Lenders) have elected to charge the default rate on the then outstanding Loans pursuant to Section 3.02(c), the fees payable pursuant to this Section 3.05(b) shall increase by 2.00% per annum over the then applicable rate (with such increase to be retroactive to the date of the applicable Event of Default). Any other fees payable to the an 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 such fees shall be computed on the basis of a year of 365 days (or 366 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).

Letter of Credit Fees. (a) The Borrower Company agrees to pay (i) 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 LenderLetter of Credit at a rate per annum equal to the Applicable Margin for Term Benchmark Loans in effect on such day, a participation 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 its participations in Letters each Letter of Credit, 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 Closing Date to but excluding the later of Revolving Credit Termination Date and on the date on which such Lender’s Commitment terminates and the date on which such Lender ceases Revolving Credit Termination Date, (i) a fronting fee equal 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 20.125% per annum over times the then applicable rate, daily maximum amount available to be drawn under such Letter of Credit; and (ii) to the Issuing Bank a fronting feeLender’s standard documentary, 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 quarterprocessing, and (iii) to the Issuing Bankadministrative, 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 amendment and negotiation fees and fronting fees accrued through and including the last day out of Marchpocket expenses only, June, September and December in connection with Letters of each year shall be payable on the third Business Day following such last day, commencing on the first such date to occur after the date of this Agreement; provided that all Credit. Any such fees shall be payable on the first Business Day after the last day of each fiscal quarter of the Company and on the Revolving Credit Termination Date and any Date. Any such fees accruing after the Revolving Credit Termination Date shall be payable on demand. Any other fees fees, costs and expenses payable to the Issuing Bank Lender pursuant to this Section 3.05(b) paragraph shall be payable within ten (10) days after demand. All participation fees and fronting fees shall be computed on demand by 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 366 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)Issuing Lender.

Letter of Credit Fees. The Borrower Each Borrower, as applicable, agrees to pay (i) to the U.S. Administrative Agent with respect to the U.S. Facility and the Canadian Administrative Agent with respect to the Canadian Facility, for the pro rata account of each LenderRevolving Loan Lender that has a Percentage greater than zero in respect of the applicable Revolving Loan Commitment Amount under such Facility, a participation Letter of Credit fee with respect in an amount per annum equal to its participations in Letters the then effective Applicable Margin for Revolving Loans maintained as Eurodollar Loans, multiplied by the Stated Amount of each such Letter of Credit, which shall accrue at the same Applicable Margin used to determine the interest rate applicable to Eurodollar Loans such fees being payable quarterly in arrears 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 each Quarterly Payment Date following the date of issuance of each Letter of Credit 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 Agreement to but excluding the later of 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 which the applicable Revolving Loan Commitment Termination Date, a facing fee in an amount equal to 1/8 of 1% per annum on the Stated Amount of such Lender’s Commitment terminates and the date on which such Lender ceases to have any LC ExposureLetter of Credit; provided that, if an Event of Default has occurred and is continuing during such period, on the date any Letter of Credit participation is issued and on each anniversary thereof the facing fee shall increase by 2% per annum which would accrue with respect to such Letter of Credit over the then applicable rate, succeeding 365 days (iiassuming such Letter of Credit would remain undrawn until its Stated Expiry Date) 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 would be less than $500 during any quarter, and (iii) to the Issuing Bank, for its own account, its standard fees or Cdn$500 with respect to the issuanceany Canadian Letters of Credit denominated in Canadian Dollars), amendment, renewal such Borrower shall pay such Issuer a facing fee of $500 (or extension Cdn$500 with respect to any Canadian Letters of any Credit denominated in Canadian Dollars) with respect to such Letter of Credit or processing of drawings 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 in advance on the third Business Day following such last day, commencing on the first such date to occur after the date of this Agreement; provided that all such fees shall be payable on the Termination Date and any such fees accruing after the Termination Date shall be payable on demandissuance or anniversary. Any other fees payable In addition to the Issuing Bank pursuant to fees described in the preceding two sentences of this Section 3.05(b) shall be payable within ten days after demand. All participation 3.3.3, each Borrower agrees to pay to each Issuer under its respective Facility its customary processing fees for issuing, modifying and fronting fees shall be computed on the basis making payment under each Letter of a year of 360 days, unless Credit issued by 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 366 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)Issuer to such Borrower.

Letter of Credit Fees. The Borrower agrees to pay (i) to the Administrative Agent for the account of each Lender, Lender (other than a Defaulting Lender to the extent set forth in Section 2.10) a participation fee with respect to its participations in Letters of Credit, 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 DisbursementsDisbursements which has been funded by such Lender) during the period from and including the date of this Agreement 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; 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 each Issuing Bank a fronting fee, which shall accrue at the rate of one-half of one percent (0.50%) 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 date of this Agreement 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; Exposure attributable to such Issuing Bank, provided that in no event shall such (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 during 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 quarterGrandfathered 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 the 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 day of March, June, September and December of each year shall be payable in arrears on the third Business Day following such last day, commencing on the first such date to occur after the date of this AgreementEffective Date; provided that all such fees shall be payable on the Termination Date and any such fees accruing after the Termination Date shall be payable on demand. Any other fees payable to the an 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 366 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).

Letter of Credit Fees. The Borrower agrees to pay (i) to the Administrative Agent for the account of each Lender, Lender a participation fee with respect to its participations in Letters of Credit, 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 DisbursementsDisbursements 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; 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%) 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; provided that in no event shall such fee be less than $500 during any quarter, 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 day of March, June, September and December of each year shall be payable on the third Business Day following such last day, commencing on the first such date to occur after the date of this Agreement; provided that all such fees shall be payable on the Termination Revolving Credit Maturity Date and any such fees accruing after the Termination Revolving Credit Maturity Date shall be payable on demand. Any other fees payable to the Issuing Bank pursuant to this Section 3.05(b3.05(a) 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 366 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).

Letter of Credit Fees. The Borrower agrees to pay (i) to the Administrative Agent for the account of each LenderIssuing Bank, a participation fee with respect (the “LC Fee”), equal to its participations in Letters the product of Credit, which shall accrue at (x) the same Applicable Margin used to determine the interest rate applicable to Eurodollar Loans on multiplied by (y) the average daily amount of such Lenderthe 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 on which such Lender’s of termination of the LC Commitment terminates and the date on of which such Lender ceases there cease to have be 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 Bank, for its own account, a fronting fee, which shall accrue at the rate of one-half of one percent (0.50%) 0.25% per annum 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 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 issuance, amendment, renewal or extension of any Letter of Credit or processing of drawings thereunder. Participation fees The LC 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 third Business Day following such last day, commencing on the first such date to occur after the date of this Agreement; provided that all such fees shall be payable on the Termination Date termination date and any such fees accruing after the Termination Date termination date shall 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 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 366 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).

Letter of Credit Fees. The Borrower agrees to pay (i) to the Administrative Agent for the account of each Lender, Lender a participation fee with respect to its participations in Letters of Credit, which shall accrue at the same Applicable Margin used to determine the interest rate applicable to Eurodollar 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 LenderXxxxxx’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%) 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 day of March, June, September and December of each year shall be payable on the third Business Day following such last day, commencing on the first such date to occur after the date of this Agreement; provided that all such fees shall be payable on the Termination Date and any such fees accruing after the Termination Date shall be payable on demand. During the continuation of an Event of Default, the fees payable pursuant to this Section 3.05(b) shall 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 year of 360 days, unless such computation would exceed the Highest Lawful Rate, in which case interest participation and fronting fees shall be computed on the basis of a year of 365 days (or 366 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).

Letter of Credit Fees. The Borrower agrees to pay (i) to the Administrative Agent for the account of each Lender, Lender a participation fee with respect to its participations in Letters of Credit, 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 each applicable Issuing Bank a fronting fee, which shall accrue at the rate equal to the greater of one-half of one percent (0.50%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 no event shall such fee be less than $500 750.00 during any quarter, quarter unless no LC Exposure existed at any time during such quarter and (iii) to the 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 day Business Day of March, June, September and December of each year shall be payable on the third Business Day following such last dayBusiness Day, commencing on the first such date to occur after the date of this Agreement; provided that all such fees shall be payable on the Termination Date and any such fees accruing after the Termination Date shall be payable on demand. Any other fees payable to the 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 366 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).

Letter of Credit Fees. The Borrower Company agrees to pay (i) to the Administrative Agent for the account of each Lender, Multicurrency Tranche Revolving Credit Lender a participation letter of credit fee with respect at a rate per annum equal to its participations in Letters of Credit, which shall accrue at the same Applicable Margin used to determine for Revolving Credit Loans that are LIBOR Loans times the interest rate applicable to Eurodollar Loans on the daily average daily amount Stated Amount of such Lender’s LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) during each Letter of Credit for the period from and including the date of this Agreement issuance of such Letter of Credit (x) to and including the date such Letter of Credit expires or is cancelled or (y) 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 is drawn in full. The fee provided for in the immediately preceding sentence shall increase by 2% per annum over be nonrefundable and payable in arrears (i) quarterly on the then applicable ratefirst 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 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 feefee in respect of each Letter of Credit in an amount to be agreed between such Borrower and such Issuing Bank, which shall accrue at fee may be payable either as a percentage of the rate Stated Amount of one-half such Letter of one percent (0.50%) Credit or as a per annum rate on the daily average daily amount Stated Amount of the LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) during such Letter of Credit for the period from and including the date of this Agreement issuance of such Letter of Credit (1) to and including the date such Letter of Credit expires or is cancelled or (2) to but excluding the later date such Letter of Credit is drawn in full. The Company shall pay directly to such Issuing Bank from time to time on demand all commissions, charges, costs and expenses in the date of termination of the Commitments and the date on which there ceases amounts customarily charged by such Issuing Bank from time to be any LC Exposure; provided that time 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 like circumstances with respect to the issuance, amendment, renewal or extension issuance of any each Letter of Credit or processing of drawings thereunder. Participation fees and fronting fees accrued through and including the last day of MarchCredit, June, September and December of each year shall be payable on the third Business Day following such last day, commencing on the first such date to occur after the date of this Agreement; provided that all such fees shall be payable on the Termination Date and any such fees accruing after the Termination Date shall be payable on demand. Any drawings, amendments, renewals, extensions or 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 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 366 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)transactions relating thereto.

Letter of Credit Fees. The Borrower agrees to pay (i) to the Administrative Agent for the account of each Lender, Lender a participation fee with respect to its participations in Letters of Credit, 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 Exposure (during the continuation of an Event of Default has occurred and is continuing during Default, upon written notice to the Borrower of the election of Majority Lenders, 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%) 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; 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 day of March, June, September and December of each year shall be payable on the third (3rd) Business Day following such last day, commencing on the first such date to occur after the date of this Agreement; provided that all such fees shall be payable on the Termination Date and any such fees accruing after the Termination Date shall 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 year of 360 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 a year of 365 three hundred sixty-five (365) days (or 366 three hundred sixty-six (366) days in a leap year), and shall be payable for the actual number of days elapsed (including the first (1st) day but excluding the last day).

Letter of Credit Fees. The Borrower agrees to pay Company shall pay (i) to the Administrative Agent for the account of each Lender, Lender a participation fee with respect to its participations in Letters of Credit, which shall accrue in Dollars at the same Applicable Margin Amount used to determine the interest rate applicable to Eurodollar Committed Loans that are Dollar LIBOR Loans or Foreign Currency Loans on the average daily amount of such Lender’s LC Exposure 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 date of this Agreement 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; 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, and (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 fee 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 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 and fronting fees accrued through and including the last day of March, June, September and December of each year shall be payable on the third Business Day following such last day, commencing on the first such date to occur after the date of this AgreementClosing Date; provided that all such fees shall be payable on the Termination Date date on which the Commitments terminate and any such fees accruing after the Termination Date date on which the Commitments terminate shall be payable on demand. Any other fees payable to the Issuing Bank pursuant to this Section 3.05(b) paragraph shall be payable within ten days after demandas agreed between the Issuing Bank and the Company. 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 366 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).

Letter of Credit Fees. The Borrower agrees to pay (i) to the Administrative Agent for the account of each Lender, Lender a participation fee with respect to its participations in Letters of Credit, 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 each applicable Issuing Bank a fronting fee, which shall accrue at the rate equal to the greater of one-half of one percent (0.50%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 no event shall such fee be less than $500 750.00 during any quarter, quarter unless no LC Exposure existed at any time during such quarter and (iii) to the 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 day Business Day of March, June, September and December of each year shall be payable on the third Business Day following such last dayBusiness Day, commencing on the first such date to occur after the date of this Agreement; provided that all such fees shall be payable on the Termination Date and any such fees accruing after the Termination Date shall be payable on demand. Any other fees payable to the 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 366 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).

Letter of Credit Fees. The 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 (ithe “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 Lender, a participation fee with respect to its participations in Letters of Credit, 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 Issuer in arrears 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 day of March, June, September and December of each year shall be payable on the third Business Day following such last day, commencing on the first such date to occur after the date of this Agreement; provided that all such fees shall be payable on the Termination Date and any such fees accruing after the Termination Date shall 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 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 366 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)Fiscal Quarter.

Letter of Credit Fees. The Borrower agrees to shall pay (i) to the Administrative Agent for the account of each Lender, Lender a participation fee with respect to its participations in Letters of Credit, which shall accrue at the same Applicable Margin used to determine the interest rate applicable to 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; 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 Bank, for its own account, a fronting fee, which shall accrue at the rate of one-half of one percent (0.50%) 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 quarteryear, 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 day of March, June, September and December of each year shall will be payable on the third Business Day following such last day, commencing on the first such date to occur after the date of this Agreement; provided that all such fees shall will be payable on the Termination Date and any such fees accruing after the Termination Date shall will be payable on demand. Any other fees payable to the Issuing Bank pursuant to this Section 3.05(b) shall will be payable within ten 10 days after demand. All participation fees and fronting fees shall will 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 366 days in a leap year), and shall will 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 (i) to the Administrative Agent for the account of each Lender, Lender (other than a Defaulting Lender to the extent set forth in Section 4.05) a participation fee with respect to its participations in Letters of Credit, which shall accrue at the same Applicable Margin used to determine the interest rate applicable to Eurodollar 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 DisbursementsDisbursements 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; 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 each applicable Issuing Bank a fronting fee, which shall accrue at the rate of one-half of one percent (0.50%) 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; provided that in no event shall such fee be less than $500 during any quarter, Exposure and (iii) to the 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 day Business Day of March, June, September and December of each year shall be payable on the third Business Day following such last dayBusiness Day, commencing on the first such date to occur after the date of this Agreement; provided that all such fees shall be payable on the Termination Date and any such fees accruing after the Termination Date shall be payable on demand. Any other fees payable to the 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 366 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).

Letter of Credit Fees. The Borrower agrees to pay (i) to the Administrative Agent for the account of each Lender, Lender (other than a Defaulting Lender to the extent set forth in Section 4.05) a participation fee with respect to its participations in Letters of Credit, 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 DisbursementsDisbursements 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; 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 each applicable Issuing Bank a fronting fee, which shall accrue at fee in an amount equal to 0.150% multiplied by the rate face amount of one-half such Letter of one percent (0.50%) per annum 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; provided that in no event shall such fee be less than $500 during any quarter, Exposure and (iii) to the 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 to but excluding the last day Business Day of March, June, September and December of each year shall be payable on the third Business Day following such last dayBusiness Day, commencing on the first such date to occur after the date of this Agreement; provided that all such fees shall be payable on the Termination Maturity Date and any such fees accruing after the Termination Maturity Date shall be payable on demand. Any other fees payable to the 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 366 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).

Letter of Credit Fees. The Subject to Section 3.05(d) below, the Borrower agrees to pay (i) to the Administrative Agent for the account of each Lender, Lender a participation fee with respect to its participations in Letters of Credit, which shall accrue at the same Applicable Margin used to determine the interest rate applicable to Eurodollar 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; 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 Bank, for its own account, a fronting fee, which shall accrue at the rate of one-half of one percent (0.50%) 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 day of March, June, September and December of each year shall be payable on the third Business Day following such last day, commencing on the first such date to occur after the date of this Agreement; provided that all such fees shall be payable on the Termination Date and any such fees accruing after the Termination Date shall 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 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 366 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).

Letter of Credit Fees. The Borrower agrees to Company shall pay (i) to the Administrative Agent for the account of each LenderBank a letter of credit commission at a rate per annum equal to the Applicable Margin for Term Benchmark Advances on the average daily aggregate undrawn amount 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, a participation fee with that no Defaulting Bank shall be entitled to receive any commission in respect to its participations in of Letters of CreditCredit 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 same Applicable Margin used to determine rate or rates per annum separately agreed upon between the interest rate applicable to Eurodollar Loans Company and such Issuing Bank, on the average daily amount of such Lender’s the LC Exposure with respect to outstanding Letters of Credit issued by such Issuing Bank (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the date of this Agreement 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; 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 Exposure in no event shall respect of Letters of Credit issued by such fee be less than $500 during any quarter, and (iii) to the Issuing Bank, for its own account, its 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 Letter of credit commission and fronting fees accrued through and including the last day of March, June, September and December of each year Quarterly Date shall be payable on the third Business Day fifteenth day following such last dayQuarterly Date (or, if later, within three Business Days after the Company receives an invoice therefor from the Administrative Agent), commencing on the first such date to occur after the date of this AgreementEffective Date; provided that all such fees shall be payable on the Termination Date date on which the Commitments terminate and any such fees accruing after the Termination Date date on which the Commitments terminate shall be payable on demand. Any other fees payable to the an Issuing Bank pursuant to this Section 3.05(b) paragraph shall be payable within ten 10 days after written 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 366 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).

Letter of Credit Fees. The Borrower agrees to pay pay: (i) to the Administrative Agent for the account of each Lender, Revolving Lender a participation Letter of Credit fee (the “Letter of Credit Fee”) with respect to its such Revolving Lender’s participations in Letters of Credit, which shall accrue at the same Applicable Margin used rate equal to determine the interest rate applicable to Eurodollar Loans 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 LC Exposure Applicable Percentage of the Letter of Credit Liabilities (excluding any portion thereof attributable to unreimbursed LC L/C Disbursements) during the period from and including the date of this Agreement 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 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, Liabilities; and (ii) to the each Issuing Bank a fronting fee, which shall accrue at the rate of one-half of one percent (0.50%) 0.125% per annum on the average daily Dollar Equivalent amount of the LC Exposure Letter of Credit Liabilities (excluding any portion thereof attributable to unreimbursed LC L/C Disbursements) attributable to the Letters of Credit it has issued, during the period from and including the date of this Agreement 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 quarterLetter of Credit Liabilities, and (iii) to the as well as each Issuing Bank, for its own account, its ’s standard fees with respect to the issuance, amendment, renewal or extension of any Letter of its Letters of Credit or processing of drawings thereunder. Participation fees Letter of Credit Fees and fronting fees accrued through and including the last day of March, June, September and December of to each year Interest Payment Date shall be payable on the third in Dollars no more than five (5) Business Day following Days after such last dayInterest Payment Date, commencing on the first such date to occur after the date of this AgreementEffective Date; provided that all such fees shall be payable on the Termination Date date on which the Commitments terminate and any such fees accruing after the Termination Date date on which the Commitments terminate shall be payable on demand. Any other fees payable to the an Issuing Bank pursuant to this Section 3.05(b) paragraph shall be payable within ten days 10 Business Days after demand. All participation fees and fronting fees fee shall be computed based 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 366 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).

Letter of Credit Fees. The (a) Borrower agrees to shall pay (ix) to the Administrative Agent Agent, for the account ratable benefit of Lenders, fees for each Lender, a participation fee with respect to its participations in Letters Letter of Credit, 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 Credit for the period from and excluding the date of issuance of same to and including the date of this Agreement expiration or termination, equal to but excluding the later average daily face amount 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 each outstanding Letter of Credit participation fee shall increase multiplied by 2% a per annum over percentage equal to the then applicable rateApplicable Margin for Eurodollar Rate Loans, (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 such fees 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 day of March, June, September and December of each year shall be payable on the third Business Day following such last day, commencing on the first such date to occur after the date of this Agreement; provided that all such fees shall be payable on the Termination Date and any such fees accruing after the Termination Date shall 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 calculated on the basis of a 360-day 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 366 days in a leap year), and shall be payable for the actual number of days elapsed (including and to be payable quarterly in arrears on the first day but excluding of each quarter and on the last dayday 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 and all fees and expenses as agreed upon by the Issuer and the Borrower 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 and shall reimburse Agent for any and 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 pro-ration upon the termination of this Agreement for any reason. Any such charge in effect at the time of a particular transaction shall be the charge for that transaction, notwithstanding any subsequent change in the Issuer’s prevailing charges for that type of transaction. 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 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 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 by Borrower, out of the proceeds of Receivables or other Collateral or out of any other funds of Borrower coming into any Lender’s possession at any time. Agent will invest such cash collateral (less applicable reserves) in such short-term money-market items as to which Agent and 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 all of the following: (x) payment and performance in full 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 (a) Borrowers shall pay (ix) to the Administrative Agent Agent, for the account ratable benefit of Lenders holding Revolving Commitments, fees for each Lender, a participation fee with respect to its participations in Letters Letter of Credit, 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 Credit for the period from and excluding the date of issuance of same to and including the date of this Agreement expiration or termination, equal to but excluding the later daily face amount 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 each outstanding Letter of Credit participation fee shall increase multiplied by 2% per annum over the then applicable rateApplicable Margin for Revolving Advances consisting of LIBOR Rate LoansLetters of Credit, (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 such fees 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 day of March, June, September and December of each year shall be payable on the third Business Day following such last day, commencing on the first such date to occur after the date of this Agreement; provided that all such fees shall be payable on the Termination Date and any such fees accruing after the Termination Date shall 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 calculated on the basis of a 360-day 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 366 days in a leap year), and shall be payable for the actual number of days elapsed (including and to be payable quarterly in arrears on the first day but 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 dayday of the Term. (all of the foregoing fees, the “Letter of Credit Fees”). In addition, Borrowers shall pay to Agent, for the benefit of Issuer, any and all administrative, issuance, amendment, payment and negotiation charges with respect to Letters of Credit and all fees and expenses as agreed upon by Issuer and 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 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 non-interest bearing account and in such case Agent shall have no obligation (and Borrowers hereby waive any claim) under Article 9 of 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, Agent may use such cash collateral to pay and satisfy such Obligations.

Letter of Credit Fees. The Borrower agrees to pay (i) to the Administrative Agent for the account of each Lender, Lender a participation fee with respect to its participations in Letters of Credit, 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%) 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, quarter and (iii) to the 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 day of March, June, September and December of each year shall be payable on the third Business Day following such last day, commencing on the first such date to occur after the date of this AgreementAgreement and fronting fees with respect to any Letter of Credit shall be payable at the time of issuance of such Letter of Credit; provided that all such fees shall be payable on the Termination Date and any such fees accruing after the Termination Date shall be payable on demand. Any other fees payable to the an 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 such fees shall be computed on the basis of a year of 365 days (or 366 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).

Letter of Credit Fees. (i) The Borrower Company agrees to pay (i) directly to the Administrative Agent applicable Issuing Bank for the its own account of each Lendera fronting fee, a participation fee in Dollars, with respect to its participations in Letters each Letter of Credit, which shall accrue at Credit issued by such Issuing Bank from the same Applicable Margin used to determine the interest rate applicable to Eurodollar Loans on the average daily amount date of such Lender’s LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from issuance through and including the expiration date of this Agreement 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 amount available to but excluding be drawn under such Letter of Credit on the later basis of a year of 365/366 days for the date actual number of days elapsed, shall be payable quarterly in arrears on which such Lender’s Commitment terminates and the date third Business Day after the end of each fiscal quarter commencing December 31, 2021, 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 rateExpiration Date and thereafter on demand (provided, (ii) to the Issuing Bank that if such day is not a fronting feeBusiness Day, 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 day of March, June, September and December of each year fee shall be payable on the third next Business Day following Day), and shall be fully earned when due and non-refundable when paid. For purposes of computing the daily amount available to be drawn under any Letter of Credit, the amount of such last dayLetter of Credit shall be determined in accordance with Section 1.5. In addition, commencing the Company shall pay directly to the applicable Issuing Bank for its own account the customary issuance, presentation, amendment and other processing fees, and other standard costs and charges, of 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 first such date to occur after stated amount (reduced by the amount of any draws) of any outstanding Letters of Credit for each day from the date of this Agreementissuance 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 that all such fees shall be payable on the Termination Date and any such fees accruing after the Termination Date shall be payable on demand. Any other fees payable Cash Collateral reasonably satisfactory to the Issuing Bank pursuant to this Section 3.05(b2.15(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 within ten days after demandto 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. All participation fees and fronting fees 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 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 365 365/366 days (or 366 days in a leap year), and shall be payable for the actual number of days elapsed (including elapsed, shall be payable quarterly in arrears for each quarter on the first day but excluding third Business Day after the last day)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. (i) The Borrower shall pay to the Agent for the account of the Issuing Lender only, and not the account of any other Lender, a one-time fee in respect of each Letter of Credit at the rate equal to one-eighth of one percent (0.125%) of the Stated Amount of each Letter of Credit. Such fee shall be non-refundable and payable upon issuance of such Letter of Credit. (ii) The Borrower agrees to pay (i) to the Administrative Agent for the account of each Lender, Lender a participation letter of credit fee with respect at a rate per annum equal to its participations in Letters of Credit, which shall accrue at the same then current Applicable Margin used to determine (utilizing the interest rate applicable to Eurodollar Loans on “LIBOR Rate—Applicable Margin” as identified in the definition of “Applicable Margin”) times the daily average daily amount Stated Amount of such Lender’s LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) during each Letter of Credit for the period from and including the date of this Agreement 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 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 is drawn in full. Such fees 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 be nonrefundable and payable in arrears 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 day Business Day of March, June, September and December in each year, on the Termination Date, and on the date the Commitments are terminated or reduced to zero. During the continuance of each year an Event of Default, the Letter of Credit fee payable pursuant to this Section 3.6(b)(ii) shall be payable on at a rate per annum equal to the third Business Day following such last daysum of (x) the Applicable Margin (utilizing the applicable “LIBOR Rate—Applicable Margin” as identified in the definition of “Applicable Margin”) plus (y) two percent (2.0%), commencing on the first such date to occur after the date of this Agreement; provided that all and such fees shall be due and payable on the Termination Date and any such fees accruing after the Termination Date upon demand. (iii) The Borrower shall be payable on demand. Any other fees payable pay directly to the Issuing Bank pursuant Lender from time to this Section 3.05(b) shall be payable within ten days after demand. All participation fees time on demand all commissions, charges, costs and fronting fees shall be computed on expenses in the basis amounts customarily charged by the Issuing Lender from time to time in like circumstances with respect to the issuance of a year each Letter of 360 daysCredit, unless such computation would exceed the Highest Lawful Ratedrawings, in which case interest shall be computed on the basis of a year of 365 days (or 366 days in a leap year), amendments and shall be payable for the actual number of days elapsed (including the first day but excluding the last day)other transactions relating thereto.

Letter of Credit Fees. The Borrower agrees to pay (i) EnergySolutions shall pay to the Administrative Agent for the account of each Revolving Lender a commission on such Revolving Lender, a participation fee with respect to its participations in Letters ’s Pro Rata Share of Credit, which shall accrue at the same Applicable Margin used to determine the interest rate applicable to Eurodollar Loans on the average daily amount aggregate Available Amount of such Lender’s LC Exposure (excluding any portion thereof attributable all Revolving Letters of Credit outstanding from time to unreimbursed LC Disbursements) during time at a rate per annum equal to the period Applicable Margin for Eurodollar Option Loans under the Revolving Commitments in effect from and including the date of this Agreement time 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 thattime, if an Event any, payable in arrears quarterly on the last Business Day of Default has occurred each calendar quarter, commencing on September 30, 2006, and is continuing during such periodon the Revolving Maturity Date and thereafter from time to time on demand, the Letter of Credit participation fee shall increase by 2% per annum over the then applicable ratebe fully earned when due, and shall be non-refundable when paid. (ii) EnergySolutions shall pay 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 Revolving Issuing Bank, for its own account, its standard a Revolving Letter of Credit fronting fee in respect of each Revolving Letter of Credit, payable in arrears quarterly on the last Business Day of each calendar quarter and on the Revolving Maturity Date, of such Revolving Letter of Credit, computed at 0.25% per annum of the face amount 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 respect to the issuance, administration, amendment, renewal or extension payment and negotiation of any each Revolving Letter of Credit. EnergySolutions shall pay to the Synthetic Issuing Bank, for its own account, a Synthetic Letter of Credit or processing fronting fee in respect of drawings thereunder. Participation each Synthetic Letter of Credit, payable in arrears quarterly on the last Business Day of each calendar quarter 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, and shall also pay to the Synthetic Issuing Bank customary commissions, issuance fees, fronting fees, transfer fees and fronting other fees accrued through and including charges in connection with the last day of Marchissuance, Juneadministration, September amendment, payment and December negotiation of each year shall be payable on the third Business Day following such last day, commencing on the first such date to occur after the date Synthetic Letter of this Agreement; provided that all such fees shall be payable on the Termination Date and any such fees accruing after the Termination Date shall be payable on demandCredit. 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 Letter of Credit commissions 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 366 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)elapsed.

Letter of Credit Fees. The Subject to Section 3.05(d) below, the Borrower agrees to pay (i) to the Administrative Agent for the account of each Lender, Lender a participation fee with respect to its participations in Letters of Credit, 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 Bank, for its own account, a fronting fee, which shall accrue at the rate of one-half of one percent (0.50%) 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 day of March, June, September and December of each year shall be payable on the third Business Day following such last day, commencing on the first such date to occur after the date of this Agreement; provided that all such fees shall be payable on the Termination Date and any such fees accruing after the Termination Date shall 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 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 366 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).

Letter of Credit Fees. The Borrower agrees to pay (i) to the Administrative Agent for the account of each Lender, Lender a participation fee with respect to its participations in Letters of Credit, which shall accrue at the same Applicable Margin used to determine the interest rate applicable to Eurodollar Loans (i) 4.25% per annum for Roll-Up Letters of Credit and (ii) 5.50% per annum for any other Letter of Credit, in 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; provided that, if Exposure (during the continuation of an Event of Default, to the extent the Post-Default has occurred and Rate is continuing during then applicable to the Loans, 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%) 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; 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 day of March, June, September and December of each year shall be payable on the third Business Day following such last day, commencing on the first such date to occur after the date of this Agreement; provided that all such fees shall be payable on the Termination Date and any such fees accruing after the Termination Date shall 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 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 366 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).

Letter of Credit Fees. The Borrower agrees to pay (i) to the Administrative Agent for the account of each Lender, Lender a participation fee with respect to its participations in Letters of Credit, which shall accrue at a per annum rate equal to the same Applicable Margin used to determine the interest rate applicable to Eurodollar Loans Letter of Credit Fee Rate in effect on the average daily amount of such Lender’s 's LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the date of this Agreement Effective Date to but excluding the later of the date on which such Lender’s '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%) 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 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 day of March, June, September and December of each year shall be payable on the third Business Day following such last day, commencing on the first such date to occur after the date of this AgreementEffective Date; provided that all such fees shall be payable on the Termination Date and any such fees accruing after the Termination Date shall 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 in Section 3.05(b)(ii) shall be computed on the basis of a year of 365 days (or 366 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). 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, Rate in which case interest such fee shall be computed on the basis of a year of 365 days (or 366 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).

Letter of Credit Fees. The Borrower agrees to pay with respect to Letters of Credit outstanding hereunder the following fees: (i) to the Administrative Agent for the account of each Lender a participation fee with respect to its participation in each "standby" Letter of Credit, which shall be equal to the product of (i) the rate per annum equal to the then Applicable Margin used in determining interest on LIBOR Loans (regardless whether then available), times (ii) such Lender's LC Exposure in respect of such standby Letter of Credit, payable in advance upon issuance of such Letter of Credit; (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 same then Applicable Margin used to determine the in determining interest rate applicable to Eurodollar on LIBOR Loans (regardless whether then available) on the average daily amount of such Lender’s 's LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the date of this Agreement Closing Date to but excluding the later of the date on which such Lender’s 's Revolving Loan Commitment terminates and the date on which there shall no longer be any 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 Letters of Credit participation fee shall increase by 2% per annum over the then applicable rateoutstanding hereunder, (ii) to the Issuing Bank a fronting feepayable quarterly in arrears, 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 quartereach January 1, April 1, and October 1 hereafter and at maturity; and (iii) to the Issuing Bank, Lender (x) a fronting fee for its own account, its 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. 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 third Business Day following such last day, commencing on the first such date to occur after the date of this Agreement; provided that all such fees shall be payable on the Termination Date and any such fees accruing after the Termination Date shall 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 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 366 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).

Letter of Credit Fees. The With respect to each Letter of Credit, the Borrower agrees to shall pay (i) a fronting fee to the applicable Issuing Bank in an amount equal to 0.125% per annum (or such other percentage per annum agreed to in writing between the Borrower and such Issuing Bank at or before the time such Letter of Credit is issued by such Issuing Bank) on the face amount of such Letter of Credit and (ii) a letter of credit fee to the Administrative Agent (which shall be shared by the Lenders (including the Issuing Banks) ratably) of the rate per annum equal to the Applicable Margin in effect for Term Benchmark Loans, in each case computed on the basis of a year of 360 days for the account actual number of each Lender, a participation fee with respect to its participations in Letters of Creditdays elapsed, which shall accrue at the same Applicable Margin used to determine the interest rate applicable to Eurodollar Loans on the average daily maximum stated amount available to be drawn on such Letter of such Lender’s LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period Credit from and including the date of this Agreement to but excluding issuance until the later of expiration thereof, during the date on which such Lender’s Commitment terminates and the date on which such Lender ceases to have any LC Exposure; provided thatimmediately preceding quarter, 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 payable quarterly in arrears on the average daily amount of the LC Exposure day that is fifteen (excluding any portion thereof attributable to unreimbursed LC Disbursements15) 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 days after the last day of March, June, September and December of each year (commencing on October 15, 2023) and on the Commitment Termination Date; provided that if any Lender shall become a Defaulting Lender, then without prejudicing any right or remedy that the Borrower may have with respect to, on account of, arising from or relating to any event pursuant to which such Lender shall be payable on a Defaulting Lender, no such letter of credit fee shall accrue for the third Business Day following account of such last day, commencing on the first such date to occur 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 this Agreement; provided that all such Credit issued with a face amount in any Specified Currency, the fees shall be payable on in the Termination Date and any such fees accruing after currency of that Letter of Credit. In addition, the Termination Date Borrower shall be payable on demand. Any other fees payable pay to the each 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 year of 360 days, unless solely for such computation would exceed the Highest Lawful RateIssuing Bank’s account, in which case interest shall be computed on connection with each Letter of Credit issued by such Issuing Bank, customary issuance and administrative fees, amendment, payment and negotiation charges and reasonable costs and expenses of the basis applicable Issuing Bank in connection with each Letter of a year of 365 days (or 366 days in a leap year), and shall be payable for the actual number of days elapsed Credit (including the first day but excluding the last daymailing charges and reasonable out-of-pocket expenditures).

Letter of Credit Fees. The Borrower agrees to pay (i) to the Administrative Agent for the account of each Lender, the Revolving Loan Lenders that are Non-Defaulting Lenders a participation letter of credit fee with respect at a rate per annum equal to its participations in Letters of Credit, which shall accrue at the same Applicable Margin used to determine for LIBOR Loans that are Revolving Loans times the interest rate applicable to Eurodollar Loans on the daily average daily amount Stated Amount of such Lender’s LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) during each Letter of Credit for the period from and including the date of this Agreement 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 later date such Letter of Credit is drawn in full. Notwithstanding the date on which such Lender’s Commitment terminates and foregoing, during the date on which such Lender ceases to have any LC Exposure; provided that, if continuance of an Event of Default has occurred and is continuing during such periodDefault, the foregoing Letter of Credit participation fee fees shall increase by 2% per annum over the then applicable rate, (ii) be payable at a rate equal to the Issuing Bank a fronting fee, which shall accrue at amount as calculated pursuant to the rate of one-half of one preceding sentence plus two percent (0.502%). The fees provided for in the immediately preceding sentence shall be nonrefundable and payable in arrears on (i) 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 day of March, June, September and December in each year, (ii) the Revolving Loan Termination Date, (iii) the date the Revolving Loan Commitments are terminated or reduced to zero and (iv) thereafter from time to time on demand of the Issuing Lender. In addition, the Borrower shall pay to the Issuing Lender for its own account and not the account of any Revolving Loan Lender, an issuance fee in respect of each year shall be payable Letter of Credit equal to the greater of (i) $1,500 or (ii) one eighth of one percent (0.125%) per annum on the third Business Day following initial Stated Amount of such last day, commencing on Letter of Credit for the first such date to occur after period from and including the date of this Agreement; 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 that all such fees for in the immediately preceding sentence shall be nonrefundable and payable on the Termination Date and any such fees accruing after the Termination Date upon issuance. The Borrower shall be payable on demand. Any other fees payable pay directly to the Issuing Bank pursuant Lender from time to this Section 3.05(b) shall be payable within ten days after demand. All participation fees time on demand all commissions, charges, costs and fronting fees shall be computed on expenses in the basis amounts customarily charged by the Issuing Lender from time to time in like circumstances with respect to the issuance of a year each Letter of 360 daysCredit, unless such computation would exceed the Highest Lawful Ratedrawings, in which case interest shall be computed on the basis of a year of 365 days (or 366 days in a leap year), amendments and shall be payable for the actual number of days elapsed (including the first day but excluding the last day)other transactions relating thereto.

Letter of Credit Fees. The Borrower agrees to pay (i) to the Administrative Agent for the account of each Lender, Lender (other than a Defaulting Lender except as provided in Section 4.05(a)(iii)(B)) a participation fee with respect to its participations in Letters of Credit, 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 applicable Issuing Bank a fronting fee, which shall accrue at the rate of one-half of one percent (0.50%) 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 applicable 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 day of March, June, September and December of each year shall be payable on the third (3rd) Business Day following such last day, commencing on the first such date to occur after the date of this Agreement; provided that all such fees shall be payable on the Termination Date and any such fees accruing after the Termination Date shall be payable on demand. Any other fees payable to the 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 366 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).

Letter of Credit Fees. (i) The Borrower Company agrees to pay (i) directly to the Administrative Agent applicable Issuing Bank for the its own account of each Lendera fronting fee, a participation fee in Dollars, with respect to its participations in Letters each Letter of Credit, which shall accrue at Credit issued by such Issuing Bank from the same Applicable Margin used to determine the interest rate applicable to Eurodollar Loans on the average daily amount date of such Lender’s LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from issuance through and including the expiration date of this Agreement 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 amount available to but excluding be drawn under such Letter of Credit on the later basis of a year of 365/366 days for the date actual number of days elapsed, shall be payable quarterly in arrears on which such Lender’s Commitment terminates and the date third Business Day after the end of each fiscal quarter commencing December 31, 2021, 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 rateExpiration Date and thereafter on demand (provided, (ii) to the Issuing Bank that if such day is not a fronting feeBusiness Day, 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 day of March, June, September and December of each year fee shall be payable on the third next Business Day following Day), and shall be fully earned when due and non-refundable when paid. For purposes of computing the daily amount available to be drawn under any Letter of Credit, the amount of such last dayLetter of Credit shall be determined in accordance with Section 1.5. In addition, commencing the Company shall pay directly to the applicable Issuing Bank for its own account the customary issuance, presentation, amendment and other processing fees, and other standard costs and charges, of 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 first such date to occur after stated amount (reduced by the amount of any draws) of any outstanding Letters of Credit for each day from the date of this Agreementissuance 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 that all such fees shall be payable on the Termination Date and any such fees accruing after the Termination Date shall be payable on demand. Any other fees payable Cash Collateral reasonably satisfactory to the Issuing Bank pursuant to this Section 3.05(b2.15(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 within ten days after demandto 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. All participation fees and fronting fees 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 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 365 365/366 days (or 366 days in a leap year), and shall be payable for the actual number of days elapsed (including elapsed, shall be payable quarterly in arrears for each quarter on the first day but excluding third Business Day after the last day)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. The Borrower agrees to pay (i) The Borrowers shall pay to the Administrative Agent for the account of each Lenderthe Lenders, in accordance with their respective Revolving Commitment Ratios, a participation fee with respect to its participations in Letters on the stated amount of Credit, which shall accrue 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 same Applicable Margin used to determine time of the interest original issuance thereof or the stated expiration date of such Letter of Credit upon any renewal thereof) at a rate applicable to Eurodollar Loans per annum 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) Obligations equal 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 Applicable Margin in effect from time 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 time with respect to Eurodollar Advances plus, at all times when the issuanceDefault Rate is in effect, amendment, renewal or extension of any 2.00%. Such Letter of Credit or processing of drawings 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 third Business Day following such last day, commencing on the first such date to occur after the date of this Agreement; provided that all such fees shall be payable on the Termination Date and any such fees accruing after the Termination Date shall 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 fee 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 366 days in a leap year), and shall be payable for the actual number of days elapsed (including 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 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 the Administrative Agent, for the account of the Issuing Bank, (A) a fee on the stated amount of each Letter of Credit for each day but excluding 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, which fees, in each case, shall be payable monthly in arrears on the last dayday of each calendar month for 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 Obligations). The foregoing fees shall be fully earned when due, and non-refundable when paid.

Letter of Credit Fees. The Borrower agrees to pay (i) to the Administrative Agent for the account of each Lender, Lender (subject to Section 4.04(c)(iii)) a participation fee with respect to its participations in Letters of Credit, 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 each Issuing Bank a fronting fee, which shall accrue at the rate of one-half of one percent (0.50%) 0.25% per annum on the average daily amount of the such 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 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, quarter and (iii) to the 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 day of March, June, September and December of each year shall be payable on the third Business Day following such last day, commencing on the first such date to occur after the date of this Agreement; provided that all such fees shall be payable on the Termination Date and any such fees accruing after the Termination Date shall be payable on demand. Any other fees payable to the an 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 such fees shall be computed on the basis of a year of 365 days (or 366 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).

Letter of Credit Fees. The Borrower agrees to pay (i) to the Administrative Agent for the account of each Lender, Lender a participation fee with respect to its participations in Letters of CreditCredit (the "LC Participation Fee"), which shall accrue at the same Applicable Margin used to determine the interest rate applicable to Eurodollar Loans Fee Rate on the average daily amount of such Lender’s 's LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the date of this Agreement Closing Date to but excluding the later of the date on which such Lender’s '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 each Issuing Bank a fronting fee, which shall accrue at the rate of one-half of one percent (0.50%) 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 date of this Agreement 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 during any quarter, and (iii) to the as well as each Issuing Bank, for its own account, its 's standard fees with respect to the issuance, amendment, renewal or extension of any Letter of Credit or processing of drawings thereunder. LC Participation fees 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 third Business Day following such last day, commencing on the first such date to occur after the date of this AgreementClosing Date; provided that all such fees shall be payable on the Facility Termination Date and any such fees accruing after the Termination Date date on which the Commitments terminate shall be payable on demand. Any other fees payable to the an Issuing Bank pursuant to this Section 3.05(b) paragraph shall be payable within ten days after demand. All participation fees and fronting fees shall be computed on the basis promptly upon receipt 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 366 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)an invoice therefor.

Letter of Credit Fees. The Borrower agrees to (a) Borrowers shall pay (ix) to the Administrative Agent Agent, for the account ratable benefit of Lenders holding Revolving Commitments, fees for each Lender, a participation fee with respect to its participations in Letters Letter of Credit, 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 Credit for the period from and excluding the date of issuance of same to and including the date of this Agreement expiration or termination, equal to but excluding the later daily face amount 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 each outstanding Letter of Credit participation fee shall increase multiplied by 2% per annum over the then applicable rateApplicable Margin for Revolving Advances consisting of LIBOR Rate Loans, (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 such fees 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 day of March, June, September and December of each year shall be payable on the third Business Day following such last day, commencing on the first such date to occur after the date of this Agreement; provided that all such fees shall be payable on the Termination Date and any such fees accruing after the Termination Date shall 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 calculated on the basis of a 360-day 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 366 days in a leap year), and shall be payable for the actual number of days elapsed (including and to be payable quarterly in arrears on the first day but 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 dayday of the Term. (all of the foregoing fees, the “Letter of Credit Fees”). In addition, Borrowers shall pay to Agent, for the benefit of Issuer, any and all administrative, issuance, amendment, payment and negotiation charges with respect to Letters of Credit and all fees and expenses as agreed upon by Issuer and 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 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 non-interest bearing account and in such case Agent shall have no obligation (and Borrowers hereby waive any claim) under Article 9 of 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, Agent may use such cash collateral to pay and satisfy such Obligations.

Letter of Credit Fees. The Borrower agrees to pay (i) to the Administrative Agent for the account of each Lender, Lender a participation fee with respect to its participations in Letters of Credit, 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 '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 '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 each Issuing Bank a fronting fee, which shall accrue at the rate of one-half of one percent (0.50%) 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; Exposure attributable to such Issuing Bank, provided that in no event shall such fee be less than $500 125 during any quarter, and (iii) to the 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 day of March, June, September and December of each year year, shall be payable on the third Business Day following such last day, commencing on the first such date to occur after the date of this Agreement; provided that all such fees shall be payable on the Termination Date and any such fees accruing after the Termination Date shall be payable on demand. Any other fees payable to the an 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 366 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).

Letter of Credit Fees. The Borrower agrees to pay (i) The Borrowers agree to the Administrative Agent for the account of each Lenderpay, on a participation fee with respect to its participations in Letters of Creditjoint and several basis, 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 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 the a rate of one-half one eighth of one percent (0.500.125%) per annum annum, which fee shall be computed on the average daily amount basis of a year of 365/366 days for the LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the date actual number of this Agreement to but excluding the later of the date of termination of the Commitments and the date days elapsed, shall be payable quarterly in arrears 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 day of Marcheach fiscal quarter (provided, Junethat if such day is not a Business Day, September and December such Letters of each year Credit shall be payable on the third next succeeding Business Day following such last dayDay), commencing 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 Lenders having a Revolving Loan Commitment), a fee on the first such date to occur after stated amount (reduced by the amount of any draws) of any outstanding AMT Letters of Credit for each day from the date of this Agreement; provided that all issuance thereof through the expiration date for each such fees Letter of Credit at a rate equal to the Applicable Margin 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 Lenders having an SSI Revolving Loan Commitment in accordance with their respective Commitment Ratios for the SSI Revolving Loans (and the Administrative Agent shall be payable promptly pay to the Lenders having an SSI Revolving Loan Commitment), a fee on the Termination Date and stated amount (reduced by the amount of any draws) of any outstanding SSI Letters of Credit for each day from the date of issuance thereof through the expiration date for each such fees accruing after the Termination Date shall be payable on demand. Any other fees payable Letter of Credit at a rate equal to the Issuing Bank pursuant to this Section 3.05(b) shall be payable within ten days after demandApplicable Margin for LIBOR Advances under the SSI Revolving Loan Commitments. All participation fees and fronting Such Letter of Credit 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 365 365/366 days (or 366 days in a leap year), and shall be payable for the actual number of days elapsed (including elapsed, shall be payable quarterly in arrears for each quarter on the last Business Day of each fiscal quarter commencing on December 31, 2005, 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. In addition, on the first day payment date for Letter of Credit fees following the Combination Date, the payment of Letter of Credit fees hereunder shall include, without duplication, all Letter of Credit fees accrued under the AMT Loan Agreement and the SSI Loan Agreement prior to the Combination Date but excluding the last day)unpaid.”

Letter of Credit Fees. The Borrower agrees to pay (i) to the Administrative Agent for the account of each Lender, Lender a participation fee with respect to its participations in Letters of Credit, 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 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; 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%) 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 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 day of March, June, September and December of each year shall be payable on the third Business Day following such last day, commencing on the first such date to occur after the date of this AgreementEffective Date; provided that all such fees shall be payable on the Termination Date and any such fees accruing after the Termination Date shall 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 year of 360 days, unless such computation would exceed the Highest Lawful Rate, in which case interest such fees shall be computed on the basis of a year of 365 days (or 366 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).

Letter of Credit Fees. The Borrower agrees to pay (i) to the Administrative Agent for the account of each Lender, Lender a participation fee with respect to its participations in Letters of Credit, 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 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; 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 each Issuing Bank a fronting fee, which shall accrue at the rate of one-half of one percent (0.50%) 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 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; Exposure attributable to such Issuing Bank, provided that (A) in no event shall such fee be less than $500 125 during any quarterquarter 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 the 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 day of March, June, September and December of each year year, shall be payable on the third Business Day following such last day, commencing on the first such date to occur after the date of this AgreementEffective Date; provided that all such fees shall be payable on the Termination Date and any such fees accruing after the Termination Date shall be payable on demand. Any other fees payable to the an 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 366 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).

Letter of Credit Fees. The Borrower agrees to pay (i) to the Administrative Agent for the account of each Lender, Letter of Credit Lender a participation fee with respect to its participations in Letters of Credit, Credit which shall accrue at a rate per annum equal to the same Applicable Margin used to determine the interest rate applicable to interest on Tranche A Eurodollar Loans Loans, on the average daily amount of such Letter of Credit Lender’s LC Letter of Credit Exposure (excluding any portion thereof attributable to unreimbursed LC Letter of Credit Disbursements) during the period from and including the date of this Agreement Closing Date to but excluding the later of the date on which such Letter of Credit Lender’s Letter of Credit Commitment terminates and the date on which such Letter of Credit 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 rateExposure, (ii) to the each Issuing Bank Lender a fronting fee, letter of credit commitment fee (“Letter of Credit Commitment Fee”) which shall accrue at the a rate of one-half of one percent (0.50%) per annum equal to 0.75% on the average daily unused amount of the LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) such Letter of Credit Lender’s Letter of Credit Commitment during the period from and including the date of this Agreement Closing Date to but excluding the later date each such Letter 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 quarterCredit Commitment terminates, and (iii) to the each DSR Issuing BankLender, an amendment fee of $300.00 for its own account, its standard fees with respect each amendment to the issuance, amendment, renewal or extension of any a DSR Letter of Credit or processing 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 Borrower (including, for the avoidance of drawings thereunder. Participation fees and doubt, any fronting fees accrued through and including to the last day extent that an Issuing Lender fronts for Letter of March, June, September and December of each year shall be payable on the third Business Day following such last day, commencing on the first such date to occur after the date of this AgreementCredit Lenders other than itself); provided that all such fees shall be payable on the Termination Date and any such fees accruing after the Termination Date date on which the applicable Class of Letter of Credit Commitments terminate shall be payable on demand. Any other fees payable to the any Issuing Bank Lender pursuant to this Section 3.05(b) paragraph 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 366 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).

Letter of Credit Fees. The Borrower agrees to pay pay: (i) to the Administrative Agent for the account of each Lender, Working Capital Lender a participation fee with respect to its participations in Letters of CreditCredit (the “Letter of Credit Participation Fee”), which shall accrue at the 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 (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the date of this Agreement 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; 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, and (ii) to the Applicable Issuing Bank Bank, a fronting fee, which shall accrue fee (the “Letter of Credit Fronting Fee”) equal to the greater of (A) fifteen hundred Dollars ($1,500) or (B) (x) an amount calculated at the a rate of one-half of one percent (0.50%) per annum on equal to 0.15% of 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 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 any LC Exposure; provided that in no event shall such fee be less than $500 during any quarter, and (iii) to as well as the LC Issuing Bank, for its own account, its ’s standard fees with respect to the issuance, amendment, renewal or extension of any Letter of Credit or processing of drawings thereunder. Letter of Credit Participation fees Fees and fronting fees Letter of Credit Fronting Fees accrued through and including the last day of March, June, September and December of each year shall be payable on the third Business Day following such last day, commencing on the first such date to occur after the date of this AgreementClosing Date; provided that all such fees shall be payable on the Termination Date date on which the Working Capital Commitments terminate and any such fees accruing after the Termination Date date on which the Working Capital Commitments terminate shall be payable on demand. Any other fees payable to the LC Issuing Bank pursuant to this Section 3.05(b) paragraph shall be payable within ten 10 days after demand. All participation fees Letter of Credit Participation Fees and fronting fees Letter of Credit 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 366 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).

Letter of Credit Fees. The Borrower agrees to pay (i) to the Administrative Agent for the account of each Lender, Lender a participation fee with respect to its participations in Letters of Credit, 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%) 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 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 day of March, June, September and December of each year shall be payable on the third Business Day following such last day, commencing on the first such date to occur after the date of this Agreement; provided that all such fees shall be payable on the Termination Date and any such fees accruing after the Termination Date shall 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 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 366 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).

Letter of Credit Fees. The Borrower agrees to pay (i) to the Administrative Agent for the account of each Lender, Lender a participation fee with respect to its participations in Letters of Credit, 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 each Issuing Bank Bank, for its own account, a fronting fee, which shall accrue at the rate of one-half of one percent (0.50%) 0.200% 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 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, amended, renewed or extended by such Issuing Bank or processing of drawings 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 third (3rd) Business Day following such last day, commencing on the first such date to occur after the date of this AgreementAgreement and issuance, amendment, renewal and extension fees with respect to any Letter of Credit shall be payable at the time of issuance, amendment, renewal or extension of such Letter of Credit; provided that all such fees shall be payable on the Termination Date and any such fees accruing after the Termination Date shall be payable on demand. Any other fees payable to the an 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 366 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).

Letter of Credit Fees. The Borrower agrees to pay (i) to the Administrative Agent for the account of each Lender, Lender a participation fee with respect to its participations in Letters of Credit, which shall accrue at the same Applicable Margin used to determine the interest rate applicable to Eurodollar 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 date of this Agreement Closing Date to but excluding the later of the date on which such LenderXxxxxx’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 each applicable Issuing Bank a fronting fee, which shall accrue at the rate equal to the greater of one-half of one percent (0.50%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 no event shall such fee be less than $500 750.00 during any quarter, quarter unless no LC Exposure existed at any time during such quarter and (iii) to the 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 day Business Day of March, June, September and December of each year shall be payable on the third Business Day following such last dayBusiness Day, commencing on the first such date to occur after the date of this Agreement; provided that all such fees shall be payable on the Termination Date and any such fees accruing after the Termination Date shall be payable on demand. Any other fees payable to the any Issuing Bank pursuant to this Section 3.05(b) shall be payable within ten days 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 366 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).

Letter of Credit Fees. The Borrower agrees Borrowers agree to pay (i) to the Administrative Agent for the account of each Lender, Revolving Credit Lender a participation fee with respect to its their participations in Letters of Credit, which shall accrue at a rate per annum equal to the same Applicable Margin used to determine the interest rate applicable to interest on Revolving Credit Eurodollar Loans on the average daily amount of such Lender’s 's LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the date of this Agreement Effective Date to but excluding the later of the date on which such Lender’s 's Revolving Credit 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 LC Bank a fronting fee, which shall accrue at the rate of one-half of one percent (0.50%) per annum of 0.25% 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 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 LC Exposure; provided that in no event shall such fee be less than $500 during any quarter, and (iii) to as well as the Issuing LC Bank, for its own account, its '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 day of March, June, September and December of each year Quarterly Date shall be payable on the third Business Day following such last dayQuarterly Date, commencing on the first such date to occur after the date of this AgreementEffective Date; provided that all such fees shall be payable on the Termination Date date on which the Revolving Credit Commitments terminate and any such fees accruing after the Termination Date date on which the Revolving Credit Commitments terminate shall be payable on demand. Any other fees payable to the Issuing LC Bank pursuant to this Section 3.05(b) paragraph shall be payable within ten days after on 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 366 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).

Letter of Credit Fees. (i) The Borrower agrees to pay (i) directly to the Administrative Agent applicable Issuing Bank for the its own account of each Lender, a participation fronting fee with respect to its participations in Letters each Letter of Credit, which shall accrue at Credit issued by such Issuing Bank from the same Applicable Margin used to determine the interest rate applicable to Eurodollar Loans on the average daily amount date of such Lender’s LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from issuance through and including the expiration date of this Agreement 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 amount available to but excluding be drawn under such Letter of Credit on the later basis of a year of 365/366 days for the date actual number of days elapsed, shall be payable quarterly in arrears on which such Lender’s Commitment terminates and the date last day of each fiscal quarter commencing on which such Lender ceases to have any LC Exposure; provided thatMarch 31, if an Event of Default has occurred and is continuing during such period2012, on the Letter of Credit participation fee shall increase by 2% per annum over the then applicable rateExpiration Date and thereafter on demand (provided, (ii) to the Issuing Bank that if such day is not a fronting feeBusiness Day, 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 day of March, June, September and December of each year fee shall be payable on the third next Business Day following Day), and shall be fully earned when due and non-refundable when paid. For purposes of computing the daily amount available to be drawn under any Letter of Credit, the amount of such last dayLetter of Credit shall be determined in accordance with Section 1.5. In addition, commencing the Borrower shall pay directly to the applicable Issuing Bank for its own account the customary issuance, presentation, amendment and other processing fees, and other standard costs and charges, of 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 first such date to occur after stated amount (reduced by the amount of any draws) of any outstanding Letters of Credit for each day from the date of this Agreementissuance 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 that all such fees shall be payable on the Termination Date and any such fees accruing after the Termination Date shall be payable on demand. Any other fees payable Cash Collateral reasonably satisfactory to the Issuing Bank pursuant to this Section 3.05(b2.15(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 within ten days after demandto 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. All participation fees and fronting fees 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 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 365 365/366 days (or 366 days in a leap year), and shall be payable for the actual number of days elapsed (including the first day but excluding elapsed, shall be payable quarterly in arrears for each quarter on the last day)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. The Borrower agrees to pay (i) to the Administrative Agent for the account The Borrower shall pay letter of each Lender, a credit fees as follows: (A) A participation fee with respect to its each Lender’s participations in Letters of Credit, which shall accrue at the same Applicable Margin used to determine the interest rate applicable to Eurodollar Term Benchmark Revolving Credit Loans on the average daily amount of such Lender’s LC Exposure Letter of Credit Obligations (excluding any portion thereof attributable to unreimbursed LC DisbursementsLetter of Credit Payments) during the period from and including the date of this Agreement 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; provided that, if an Event of Default has occurred and is continuing during such period, the Letter of Credit participation fee Obligations, shall increase by 2% per annum over the then applicable rate, (ii) be paid to the Issuing Bank a Administrative Agent for distribution to the Revolving Credit Lenders in accordance with their Applicable Revolving Credit Percentages. (B) A letter of credit fronting fee, which shall accrue at fee in the rate amount of one-half of one percent (0.50%) 0.125% per annum on the average daily face amount of the LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) each Letter of Credit during the period from and including the date of this Agreement 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 Letter of Credit Obligations (but in no event shall such fee be less than $500 during any quarterper annum), and (iii) shall be paid to the Administrative Agent for distribution to each Issuing Bank, Bank for its own account, its standard fees with respect . (ii) All payments by the Borrower to the issuance, amendment, renewal Administrative Agent for distribution to an Issuing Bank or extension 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 any Letter of Credit or processing of drawings thereunderthe Administrative Agent as may be designated from time to time by written notice to Borrower by the Administrative Agent. Participation The fees described in Section 2.07(d)(i)(A) and fronting fees (B) above (i) accrued through and including the last day of March, June, September and December of each year shall be payable on the third Business Day following such last day, commencing on the first such date to occur after the date of this AgreementEffective Date; provided that all such fees shall be payable on the Termination Date date on which the Aggregate Maximum Credit Amount terminates and any such fees accruing after the Termination Date date on which the Aggregate Maximum Credit Amount terminates shall be payable on demand. Any other fees payable to the Issuing Bank pursuant to this Section 3.05(bdemand and (ii) shall be payable within ten days after demandnonrefundable under all circumstances subject to Section 12.12. 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 366 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).

Letter of Credit Fees. The Borrower agrees shall pay with respect to pay each Letter of Credit (i) to the Administrative Agent for the account of each Lender, the applicable Issuing Lender a participation fee calculated (on the basis of the actual number of days elapsed over a year of 360 days) at the per annum rate equal to the Applicable Margin then in effect with respect to its participations in Letters of Credit, which shall accrue at the same Applicable Margin used to determine the interest rate applicable to Eurodollar Loans under the Revolving Facility on the daily average daily amount of such Lender’s LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) during 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 per Letter of Credit, in respect of each Letter of Credit issued by such Issuing Lender, for the period from and including the date of this Agreement to but excluding the later issuance 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 such Letter of Credit. Accrued fees described 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 this paragraph in respect to the issuance, amendment, renewal or extension of any each Letter of Credit or processing of drawings thereunder. Participation fees shall be due and fronting fees accrued through and including payable quarterly in arrears on the last day Business Day of each March, June, September and December of each year shall be payable and on the third Business Day following such last dayRevolving Facility Termination Date with respect to the applicable Revolving Commitments. So long as no Event of Default has occurred, commencing fees accruing on the first such date to occur any Letter of Credit outstanding after the date of this Agreement; provided that all such fees shall be payable on the Termination Date and any such fees accruing after the applicable Revolving Facility Termination Date shall be payable on demand. Any other fees payable to quarterly in the Issuing Bank pursuant to this Section 3.05(b) shall be payable within ten days after demand. All participation fees manner described in the immediately preceding sentence and fronting fees shall be computed on the basis date of a year expiration or termination of 360 days, unless any such computation would exceed the Highest Lawful Rate, in which case interest shall be computed on the basis Letter of a year of 365 days (or 366 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)Credit.

Letter of Credit Fees. The Borrower agrees to pay (i) to the Administrative Agent for the account of each Lender, Lender a participation fee with respect to its participations in Letters of Credit, which shall accrue at the same Applicable Margin used to determine the interest rate applicable to Eurodollar Term SOFR Loans on the average 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 date of this Agreement Effective Date to but excluding the later of the date on which such LenderXxxxxx’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%) 0.125% per annum on the average 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 date of this Agreement 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 day of March, June, September and December of each year shall be payable on the third Business Day following such last day, commencing on the first such date to occur after the date of this AgreementEffective Date; provided that all such unpaid fees shall be payable on the Termination Date and any such fees accruing after the Termination Date shall be payable on demand. During the continuation of an Event of Default, to the extent the Majority Lenders have elected to charge default rate interest pursuant to Section 3.02(c)(ii), the fees payable pursuant to this Section 3.05(b) shall 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 year of 360 days, unless such computation would exceed the Highest Lawful Rate, in which case interest such fees shall be computed on the basis of a year of 365 days (or 366 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).

Letter of Credit Fees. The Subject to Section 3.05(d) below, the Borrower agrees to pay (i) to the Administrative Agent for the account of each Lender, Revolving Credit Lender a participation fee with respect to its participations in Letters of Credit, 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; 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 Bank, for its own account, a fronting fee, which shall accrue at the rate of one-half of one percent (0.50%) 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 day of March, June, September and December of each year shall be payable on the third Business Day following such last day, commencing on the first such date to occur after the date of this Agreement; provided that all such fees shall be payable on the Termination Date and any such fees accruing after the Termination Date shall 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 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 366 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).

Letter of Credit Fees. The Borrower agrees to shall pay (i) to the Administrative Agent Agent, for the account accounts of each Lenderthe Lenders in accordance with their respective Commitment Percentages, a participation letter of credit fee with respect to its participations in Letters (a) each standby Letter of CreditCredit (each, 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 Disbursementsa "STANDBY LETTER OF CREDIT FEE") during computed for the period from and including the date of this Agreement to but excluding the later issuance, extension or renewal 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 standby Letter of Credit participation fee shall increase by 2% to the expiry date of such standby Letter of Credit, at a rate per annum over the then applicable rate, (ii) equal to the Issuing Bank a fronting fee, which shall accrue at the rate of one-half of one percent (0.50%) Applicable Margin per annum on with respect to Standby Letter of Credit Fees MULTIPLIED BY the average daily aggregate face amount of the LC Exposure standby Letters of Credit outstanding and (excluding any portion thereof attributable to unreimbursed LC Disbursementsb) during each documentary Letter of Credit (a "DOCUMENTARY LETTER OF CREDIT FEE"), computed for the period from and including the date of this Agreement issuance, extension or renewal of such documentary Letter of Credit to but excluding the later 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 of Credit Fees shall be payable quarterly in arrears on the first Business Day of each calendar quarter (or portion thereof) of the date of termination Borrower for the immediately preceding calendar quarter of the Commitments Borrower and on the date on which there ceases to be any LC Exposure; provided that in no event Final Maturity Date. In addition, the Borrower shall such fee be less than $500 during any quarter, and (iii) pay to the Issuing BankLender a fronting fee for the account of the Issuing Lender in an amount agreed upon by the Issuing Lender and the Borrower and based on the face amount of each standby Letter of Credit, which fronting fee shall be payable in arrears on the first Business Day of each calendar quarter (or portion thereof) of the Borrower for its own accountthe immediately preceding calendar quarter of the Borrower and on the Final Maturity Date. In respect of each Letter of Credit, its standard fees with respect the Borrower shall also pay to the Issuing Lender for the Issuing Lender's own account the Issuing Lender's customary issuance, amendment, renewal negotiation or extension of any Letter of Credit or processing of drawings thereunder. Participation document examination and other administrative fees in such amounts and fronting fees accrued through at such times as agreed upon between the Borrower and including the last day of March, June, September and December of each year shall be payable on the third Business Day following such last day, commencing on the first such date to occur after the date of this Agreement; provided that all such fees shall be payable on the Termination Date and any such fees accruing after the Termination Date shall be payable on demand. Any other fees payable to the Issuing Bank Lender when due. For purposes of calculating fees pursuant to this Section 3.05(b) 4.6 with respect to outstanding Letters of Credit issued in a currency other than Dollars, the face amount of each such outstanding Letter of Credit shall be payable within ten days after demand. All participation the Dollar equivalent of such face amount as of the date any such fees are due and fronting fees shall be computed on at the basis end 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 366 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)each calendar quarter.

Letter of Credit Fees. The (a) Each Borrower for which a Letter of Credit has been issued agrees to pay to the Agent for the ratable account of the Banks a letter of credit fee as follows: (i) in the case of each Performance SBLC, a fee computed by multiplying the Applicable Margin for Performance SBLCs in effect on each day by the undrawn amount of such Performance SBLC on such day; (ii) in the 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 under each such Letter of Credit from its issuance until the date such Letter of Credit expires or is fully drawn. Such letter of credit fees shall be due quarterly in arrears on each Quarterly Payment Date. (b) Each Borrower for which a Letter of Credit has been issued agrees to pay to the Administrative Agent for the sole account of each Lender, a participation fee with respect to its participations in Letters of Credit, 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 accountan issuance fee equal to .125% per annum of the face amount of such Letter of Credit, its standard fees with respect subject to a minimum of $500. Such issuance fee shall accrue on the issuance, amendment, renewal or extension of any outstanding amount available under such Letter of Credit or processing from the issuance date of drawings thereunder. Participation fees and fronting fees accrued through and including the last day such Letter of March, June, September and December of each year shall be payable on the third Business Day following such last day, commencing on the first such date Credit to occur after the date such Letter of this Agreement; provided that all such Credit expires or is fully drawn. Such issuance fees shall be payable due quarterly in arrears on each Quarterly Payment Date. (c) In addition to the Termination Date and any such fees accruing after the Termination Date shall 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 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 366 days in a leap year5.3(b), and shall be payable each Borrower agrees to pay to the Agent for the actual number account of days elapsed (including the first day but excluding Issuing Bank all customary administrative, issuance, amendment, payment and negotiation charges of the last day)Issuing Bank in respect of each Letter of Credit issued for such Borrower.

Letter of Credit Fees. The Borrower agrees to pay (i) to the Administrative Agent for the account of each Lender, Lender a participation fee with respect to its participations in Letters of Credit, which shall accrue at a rate equal to the same Applicable Margin used to determine the interest rate applicable from time to time 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%) 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 day of March, June, September and December of each year shall be payable on the third Business Day following such last day, commencing on the first such date to occur after the date of this Agreement; provided that all such fees shall be payable on the Termination Date and any such fees accruing after the Termination Date shall be payable on demandreceipt of written demand setting forth such amounts with reasonable particularity. Any other fees payable to the Issuing Bank pursuant to this Section 3.05(b) shall be payable within ten 10 days after demandreceipt 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 366 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).

Letter of Credit Fees. The Borrower agrees to pay (i) to the Administrative Agent for the account of each Lender, Lender a participation fee with respect to its participations in Letters of Credit, 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 Exposure (during the continuation of an Event of Default has occurred and is continuing during Default, 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%) 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; 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 quartercalendar 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 day of March, June, September and December of each year shall be payable on the third Business Day following such last day, commencing on the first such date to occur after the date of this Agreement; provided that all such fees shall be payable on the Termination Date and any such fees accruing after the Termination Date shall 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 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 366 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).

Letter of Credit Fees. (i) The Borrower Company agrees to pay (i) directly to the Administrative Agent applicable Issuing Bank for the its own account of each Lendera fronting fee, a participation fee in Dollars, with respect to its participations in Letters each Letter of Credit, which shall accrue at Credit issued by such Issuing Bank from the same Applicable Margin used to determine the interest rate applicable to Eurodollar Loans on the average daily amount date of such Lender’s LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from issuance through and including the expiration date of this Agreement 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 amount available to but excluding be drawn under such Letter of Credit on the later basis of a year of 365/366 days for the date actual number of days elapsed, shall be payable quarterly in arrears on which such Lender’s Commitment terminates and the date third Business Day after the end of each fiscal quarter commencing March 31, 2021, 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 rateExpiration Date and thereafter on demand (provided, (ii) to the Issuing Bank that if such day is not a fronting feeBusiness Day, 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 day of March, June, September and December of each year fee shall be payable on the third next Business Day following Day), and shall be fully earned when due and non-refundable when paid. For purposes of computing the daily amount available to be drawn under any Letter of Credit, the amount of such last dayLetter of Credit shall be determined in accordance with Section 1.5. In addition, commencing the Company shall pay directly to the applicable Issuing Bank for its own account the customary issuance, presentation, amendment and other processing fees, and other standard costs and charges, of 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 first such date to occur after stated amount (reduced by the amount of any draws) of any outstanding Letters of Credit for each day from the date of this Agreementissuance 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 that all such fees shall be payable on the Termination Date and any such fees accruing after the Termination Date shall be payable on demand. Any other fees payable Cash Collateral reasonably satisfactory to the Issuing Bank pursuant to this Section 3.05(b2.15(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 within ten days after demandto 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. All participation fees and fronting fees 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 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 365 365/366 days (or 366 days in a leap year), and shall be payable for the actual number of days elapsed (including elapsed, shall be payable quarterly in arrears for each quarter on the first day but excluding third Business Day after the last day)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. The Borrower agrees to pay the following amounts with respect to Letters of Credit issued by any Issuer: (i) to the Administrative Agent for the account of each LenderIssuer of a Letter of Credit, a participation fee with respect to its participations in Letters each Letter of CreditCredit issued by such Issuer, which shall accrue at the same Applicable Margin used an issuance fee equal to determine the interest rate applicable to Eurodollar Loans on 0.125% per annum of the average daily maximum undrawn face 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 (whether or not such maximum amount is then in effect under such Letter of Credit if such maximum amount increases periodically pursuant to the then applicable rateterms of such Letter of Credit) for the immediately preceding Fiscal Quarter (or portion thereof), payable in arrears (A) on the first Business Day of each Fiscal Quarter, commencing on the first such Business Day of the first full Fiscal Quarter following the issuance of such Letter of Credit (or, with respect to Letters of Credit issued or deemed issued on the Closing Date, commencing on the first such Business Day following the issuance of such Letter of Credit) and (B) on the Revolving Credit Termination Date; (ii) to the Issuing Bank Administrative Agent for the ratable benefit of the Lenders, with respect to each Letter of Credit, a fronting fee accruing in Dollars at a rate per annum equal to the Applicable Rate for Eurodollar Loans (each such fee, which shall accrue at the rate a “Letter of one-half of one percent (0.50%) per annum on Credit Fee”), in each case multiplied by the average daily maximum undrawn face amount of such Letter of Credit (whether or not such maximum amount is then in effect under such Letter of Credit if such maximum amount increases periodically pursuant to the LC Exposure terms of such Letter of Credit) for the immediately preceding Fiscal Quarter (excluding any or portion thereof attributable thereof), payable in arrears (A) on the first Business Day of each Fiscal Quarter, commencing on the first such Business Day following the issuance of such Letter of Credit (or, with respect to unreimbursed LC Disbursements) during Letters of Credit issued or deemed issued on the period from and including Closing Date, commencing on the date of this Agreement to but excluding the later first such Business Day of the date first full Fiscal Quarter following the issuance of termination such Letter of Credit) and (B) on the Commitments and Revolving Credit Termination Date; provided, however, that any Letter of Credit Fees otherwise payable for the date on account of a Defaulting Lender with respect to any Letter of Credit as to which there ceases such Defaulting Lender has not provided Cash Collateral satisfactory to the applicable Issuer pursuant to Section 2.21 shall be any LC Exposurepayable, 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 2.22(a)(iv), with the balance of such fee, if any, payable to the applicable Issuer for its own account; provided that in no event shall such fee be less than $500 during any quarter, and and (iii) to the Issuing BankIssuer of any Letter of Credit, for its own account, its standard fees with respect to the issuance, amendment, renewal amendment or extension transfer of any each Letter of Credit and each drawing made thereunder, customary documentary and processing charges in accordance with such Issuer’s standard schedule for such charges in effect at the time of issuance, amendment, transfer or processing of drawings thereunder. Participation fees and fronting fees accrued through and including drawing, as the last day of March, June, September and December of each year shall be payable on the third Business Day following such last day, commencing on the first such date to occur after the date of this Agreement; provided that all such fees shall be payable on the Termination Date and any such fees accruing after the Termination Date shall 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 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 366 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)may be.

Letter of Credit Fees. The Borrower agrees to pay (i) to the Administrative Agent for the account of each Lender, Lender a participation fee with respect to its participations in Letters of Credit, which shall accrue at be equal to the same greater of $350 or the Applicable Margin used to determine the interest rate applicable to Eurodollar Loans on the average daily amount of such Lender’s 's LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the date of this Agreement Effective Date to but excluding the later of the date on which such Lender’s '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%) 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 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 day of March, June, September and December of each year shall be payable on the third Business Day following such last day, commencing on the first such date to occur after the date of this AgreementEffective Date; provided that all such fees shall be payable on the Termination Date and any such fees accruing after the Termination Date shall 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 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 366 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).

Letter of Credit Fees. The Borrower agrees shall pay the Agent through the Agent's Treasury and International Services Group with respect to pay Letters of Credit issued hereunder the following fees: (i) with respect to each standby or documentary Letter of Credit and the LC Guaranty issued hereunder, to the Administrative Agent for the account accounts of each Lender, the Lenders a participation fee with respect to its their participations in such Letters of Credit, Credit or LC Guaranty which fee shall accrue at a rate per annum equal to (x) the same Applicable Margin used with respect to determine the interest rate applicable to Eurodollar LIBOR Rate Revolving Loans on MULTIPLIED BY (y) the average daily amount of such Lender’s LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) outstanding Letters of Credit during the period from and including the date of this Agreement 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 there shall no longer be any Letters of Credit outstanding hereunder; (ii) with respect to have any LC Exposure; provided that, if an Event of Default has occurred and is continuing during such period, the each documentary or standby Letter of Credit participation issued hereunder, to the Issuing Lender, a fronting fee shall increase by 2equal to 0.25% per annum over of the then applicable rateavailable amount of each Letter of Credit, (ii) to along with 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 Lender's standard fees with respect respect, but not limited, to the issuance, amendment, renewal or extension of any Letter of Credit or processing of drawings thereunder. Participation ; (iii) Accrued fees and fronting fees accrued through and including the last day for Letters of March, June, September and December of each year shall be payable on the third Business Day following such last day, commencing on the first such date to occur after the date of this Agreement; provided that all such fees shall be payable on the Termination Date and any such fees accruing after the Termination Date shall 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 Credit 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 366 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), and shall be payable monthly in arrears on the first day of each month and on the date the Revolving Credit Commitments terminate, or such other date as the Agent or the Issuing Lender may from time to time specify, commencing on the first such date to occur after the Closing Date, PROVIDED that any such fees accruing after the date on which the Revolving Credit Commitments terminate shall be payable on demand.

Letter of Credit Fees. The Borrower agrees to pay (i) to the Administrative Agent for the account of each Lender, Lender a participation fee with respect to its participations in Letters of Credit, which shall accrue at the same Applicable Margin used to determine the interest rate applicable to Eurodollar 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; 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 each applicable Issuing Bank a fronting fee, which shall accrue at the rate equal to the greater of one-half of one percent (0.50%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 no event shall such fee be less than $500 750.00 during any quarter, quarter unless no LC Exposure existed at any time during such quarter and (iii) to the 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 day Business Day of March, June, September and December of each year shall be payable on the third Business Day following such last dayBusiness Day, commencing on the first such date to occur after the date of this Agreement; provided that all such fees shall be payable on the Termination Date and any such fees accruing after the Termination Date shall be payable on demand. Any other fees payable to the 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 366 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).

Letter of Credit Fees. The Borrower agrees to pay (i) The Borrowers shall pay to the Administrative 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 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, Lender a participation letter of credit fee with respect at a rate per annum equal to its participations in Letters of Credit, which shall accrue at the same Applicable Margin used to determine for LIBOR Loans times the interest rate applicable to Eurodollar Loans on the daily average daily amount Stated Amount of such Lender’s LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) during each Letter of Credit for the period from and including the date of this Agreement 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 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 is drawn in full. Such fees 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 be nonrefundable and payable in arrears 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 day Business Day of March, June, September and December of in each year shall be payable on the third Business Day following such last dayyear, commencing on the first such date to occur after the date of this Agreement; provided that all such fees shall be payable on the Termination Date 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 such fees accruing after amounts available to be reinstated under a Gables Bond Enhancement Letter of Credit shall, for the Termination Date purpose of calculating the fee with respect thereto be deemed a part of the Stated Amount of the Gables Bond Enhancement Letter of Credit and therefore included in determining the Letter of Credit fee due with respect thereto. (iii) The Borrowers shall be payable on demand. Any other fees payable pay directly to the Issuing Bank pursuant Lender from time to this time on demand (but without duplication of amounts payable under Section 3.05(b3.6(b)(i)) shall be payable within ten days after demand. All participation fees all commissions, charges, costs and fronting fees shall be computed on expenses in the basis amounts customarily charged by the Issuing Lender from time to time in like circumstances with respect to the issuance of a year each Letter of 360 daysCredit, unless such computation would exceed the Highest Lawful Ratedrawings, in which case interest shall be computed on the basis of a year of 365 days (or 366 days in a leap year), amendments and shall be payable for the actual number of days elapsed (including the first day but excluding the last day)other transactions relating thereto.

Letter of Credit Fees. The Borrower agrees to pay (i) to the Administrative Agent for the account of each Lender, 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, CHF or JPY, RFR Loans of the same Applicable Margin used to determine the interest rate applicable to Eurodollar Loans currency) 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 Effective Date to but excluding the later of the date on which such Lender’s applicable Revolving Commitment of the applicable Class terminates and the date on which such Lender ceases to have any LC Exposure; provided thatExposure of such Class, 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 each Issuing Bank a fronting fee, which shall accrue at the rate of one-half of one percent (0.50%) 0.25% per annum on the average daily 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 date of this Agreement Effective Date to but excluding the later of the date of termination of the applicable 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 $500 during any quarter, and (iii) to the as well as each Issuing Bank, for its own account, its ’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 last day sixth (6th) Business Day following such Quarterly Date, commencing on September 30, 2022; provided that, all such fees with respect to the Letters of March, June, September and December of each year Credit shall be payable on the third Business Day following date on which the applicable Revolving Commitments of the applicable Class terminate (the “termination date”), the Borrower shall pay any such last day, commencing fees that have accrued and that are unpaid on the first termination date and, in the event any Letters of Credit shall be outstanding that have expiration dates after the termination date, the Borrower shall prepay on the termination date the full amount of 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 scheduled to occur expire (and in that connection, the Lenders agree not later than the date two (2) Business Days after the date upon which the last such Letter of this Agreement; provided Credit shall expire or be terminated to rebate to the Borrower the excess, if any, of the aggregate participation and fronting fees that all have been prepaid by the Borrower over the amount of such fees shall be payable on that ultimately accrue through the Termination Date and any date of such fees accruing after the Termination Date shall be payable on demandexpiration or termination). Any other fees payable to the Issuing Bank Banks pursuant to this Section 3.05(b) paragraph shall be payable within ten days (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 three hundred sixty (360) days (or 366 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).

Letter of Credit Fees. (a) The Borrower agrees Borrowers agree to pay (i) to the Administrative Agent for the account of each Lender, Lender a participation fee with respect to its participations in Domestic Letters of Credit, which shall accrue at a rate per annum equal to the same Applicable Interest Margin used to determine the interest rate applicable to for Eurodollar Loans from time to time in effect, minus 1/4 of 1% on the average daily amount of such Lender’s LC Exposure 's pro rata share of the Domestic Letter of Credit Usage (excluding any portion thereof attributable to unreimbursed LC Disbursementsdrawings) during the period from and including the date of this Agreement Closing Date to but excluding the later of the date on which such Lender’s 's Revolving Credit Commitment terminates and the date on which such Lender ceases to have any LC Exposure; provided that, if an Event share of Default has occurred and is continuing during such period, the Domestic Letter of Credit participation fee shall increase by 2% per annum over the then applicable rateUsage, and (ii) to the Issuing Bank Agent a fronting fee, which shall accrue at the rate of one-half 1/4 of one percent (0.50%) 1% per annum on the average daily amount of the LC Exposure Domestic Letter of Credit Usage (excluding any portion thereof attributable to unreimbursed LC Disbursementsdrawings) during the period from and including the date of this Agreement Closing Date to but excluding the later of the date of termination of the Commitments Total Revolving Credit 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 quarterDomestic Letter of Credit Usage, and (iii) to as well as the Issuing Bank, for its own account, its 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 day of March, June, September and December of each year shall be payable on the third first Business Day following each such last dayperiod, commencing on the first such date to occur after the date of this AgreementJuly 1, 1997; provided that all such fees shall be payable on the Termination Date date on which the Total Revolving Credit Commitment terminates and any such fees accruing after the Termination Date date on which the Total Revolving Credit Commitment terminates shall be payable on demand. Any other fees payable to the Issuing Bank Agent pursuant to this Section 3.05(b) paragraph shall be payable within ten days after on 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 366 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 Borrowers agree to pay (i) to the Agent for the account of each Lender a participation fee with respect to its participation in the Canadian Letter of Credit, which shall accrue at a rate per annum equal to the Interest Margin for 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 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 Canadian Letter of Credit is cancelled or drawn upon and the date on which such Lender ceases to have any share of the Canadian 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 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 period, commencing July 1, 1997; provided that all such fees shall be payable on the date on which the Canadian Letter of Credit is cancelled or drawn upon. 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 day but excluding the last day). (c) The Borrowers shall pay each Lender, through the Agent, on the first Business Day of each January, April, July and October commencing July 1, 1997 and on the date of the 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 satisfy the obligations of the Canadian Borrower under the Canadian Credit Agreement, during the preceding quarter ending immediately prior to 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 a year of 360 days.

Letter of Credit Fees. The 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, Lender a participation fee with respect to its participations in Letters of CreditCredit of each Class of Commitments, which shall accrue at a rate per annum equal to the same Applicable Margin used to determine the interest rate applicable to Eurodollar 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 date of this Agreement Effective Date to but excluding the later of the date on which such Lender’s Commitment of such Class terminates and the date on which such Lender ceases to have any LC Exposure; provided thatExposure of such Class, 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%) 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 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 as well as the Issuing Bank, for its own account, its ’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 day of March, June, September and December of each year Quarterly Date shall be payable on the third Business Day following such last dayQuarterly Date, commencing on the first such date to occur after the date of this Agreement; Effective Date, provided that (x) all such fees with respect to the Letters of Credit of a Class shall be payable on the Termination Date and date on which the Commitments of such Class terminate, (y) any such fees accruing after the Termination Date date on which such Commitments terminate shall be payable on demanddemand and (z) for the avoidance of doubt and without duplication, with respect to any Letter of Credit 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 so long as such Letter of Credit remains outstanding. Any other fees payable to the Issuing Bank pursuant to this Section 3.05(b) paragraph 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 366 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).

Letter of Credit Fees. The Borrower agrees to pay (i) to the Administrative Agent for the account of each Lender, Lender a participation fee with respect to its participations in Letters of CreditCredit of each Class of Commitments, which shall accrue at a rate per annum equal to, in the same case of any Extending Lender, the Extended Applicable Margin used to determine and, in the interest rate case of any Non-Extending Lender, the Non-Extended Applicable Margin, in each case, applicable to Eurodollar 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 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 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 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 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 as well as each Issuing Bank, for its own account, its ’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 day of March, June, September and December of each year Quarterly Date shall be payable on the third Business Day following such last dayQuarterly Date, commencing on the first such date to occur after the date of this AgreementEffective Date; provided that all such fees with respect to the Letters of Credit shall be payable (i) with respect to the Issuing Bank, on the Termination Date and (ii) with respect to any Lender, on the earlier to occur of such Lxxxxx’s Final Maturity Date and the Termination Date and the Borrower shall pay any such fees accruing that have accrued and that are unpaid on such date and, in the event any Letters of Credit shall be outstanding that have expiration dates after the Termination Date, the Borrower shall prepay on the Termination Date the full amount of 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 scheduled to expire (and, in that connection, the Lenders agree not later than the date two (2) Business Days after the date upon which the last such Letter of Credit shall expire or be payable on demandterminated 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 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 the an Issuing Bank pursuant to this Section 3.05(b) paragraph 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 366 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).

Letter of Credit Fees. The Borrower agrees to pay (i) to the Administrative Agent for the account of each Lender, Lender a participation fee with respect to its participations in Letters of Credit, 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%) 0.20% 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, 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 day of March, June, September and December of each year shall be payable on the third Business Day following such last day, commencing on the first such date to occur after the date of this Agreement; provided that all such fees shall be payable on the Termination Date and any such fees accruing after the Termination Date shall 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 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 366 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).

Letter of Credit Fees. The Borrower agrees to shall pay the following fees in respect of the LC Facilities (collectively, the “Letters of Credit Fees”): (i) a commitment fee equal to the Administrative Agent for the account sum of each Lender, a participation fee with respect to its participations in Letters of Credit, 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 Disbursementsx) 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 20.75% 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 daily average daily amount Unutilized Commitment of the LC Exposure each TALC Participating Bank plus (excluding any portion thereof attributable to unreimbursed LC Disbursementsy) 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) prior to the Issuing BankTerm Conversion Date, for its own account, its standard fees with respect to 0.50% per annum on 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 day of March, June, September and December daily average Unavailable Commitment of each year shall be payable on the third Business Day following such last dayTALC Participating Bank, commencing on the first such date hereof and payable semi-annually in arrears to occur the TALC Participating Banks on (A) each Semi-Annual Date and (B) the last Business Day of the TALC Availability Period; (ii) a commitment fee equal to (x) prior to the Term Conversion Date, 0.50% per annum on the daily average Unavailable Commitment of each DSR Issuing Bank and (y) on and after the date of this Agreement; provided that all such fees shall be payable Term Conversion Date, 0.75% per annum on the Termination daily average Unutilized Commitment of each DSR Issuing Bank, commencing on the date hereof and payable semi-annually in arrears to the DSR Issuing Banks on (A) each Semi-Annual Date and any such fees accruing after (B) the Termination Date shall be payable on demand. Any other fees payable last Business Day of the DSR Availability Period; (iii) a letter of credit fee in respect of the aggregate average daily maximum available amount of all TA Letters of Credit equal to the then-Applicable Margin on Tranche A Construction Loans or Tranche A Term Loans (as applicable as of the time of determination) bearing interest at the Adjusted LIBO Rate, payable semi-annually in arrears ratably to the TALC Participating Banks on (A) each Semi-Annual Date and (B) the last Business Day of the TALC Availability Period; (iv) a letter of credit fee in respect of the aggregate average daily maximum available amount of all LGIA Letters of Credit equal to the then-Applicable Margin on Revolving Loans bearing interest at the Adjusted LIBO Rate, payable semi-annually in arrears to the LGIA Issuing Bank pursuant on (A) each Semi-Annual Date and (B) the last Business Day of the Revolver Availability Period; (v) a letter of credit fee in respect of the aggregate average daily maximum available amount of each DSR Letters of Credit equal to this Section 3.05(b) shall be payable within ten days after demand. All participation fees and fronting fees shall be computed the then-Applicable Margin on the basis of a year of 360 days, unless such computation would exceed Tranche B Term Loans bearing interest at the Highest Lawful Adjusted LIBO Rate, payable semi-annually in which case interest shall be computed arrears to the relevant DSR Issuing Bank on (A) each Semi-Annual Date and (B) the basis last Business Day of the DSR Availability Period; and (vi) a year fronting fee in respect of 365 days each issued TA Letter of Credit equal to 0.20% of the undrawn stated amount of such TA Letter of Credit held by the TALC Participating Banks in accordance with Section 3.25(g) (or 366 days in a leap yearother than the TALC Issuing Bank), payable semi-annually in arrears to the TALC Issuing Bank on (A) each Semi-Annual Date and shall be payable for the actual number of days elapsed (including the first day but excluding B) the last day)Business Day of the TALC Availability Period.

Letter of Credit Fees. The Each Borrower agrees to pay the following fees and other amounts with respect to the Letters of Credit issued on behalf of such Borrower: (i) to the Administrative Agent for the account of each Lender, Bank a participation Letter of Credit fee with respect to its participations in Letters each outstanding Letter of Credit, which shall accrue at the same Applicable Margin used to determine the interest rate applicable to Eurodollar Loans Letter of Credit Fee Rate on the average daily amount of such LenderBank’s LC Exposure L/C Obligations (excluding any portion thereof attributable to unreimbursed LC DisbursementsUnreimbursed Amounts) during the period from and including the date of this Agreement Effective Date to but excluding the later of the date on which such LenderBank’s Commitment terminates and the date on which such Lender Bank 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, L/C Obligations; (ii) to the Issuing Bank each Fronting L/C Issuer a fronting fee, which shall accrue at the rate of one-half of one percent (0.50%) or rates per annum separately agreed upon in writing between the applicable Borrower and such Fronting L/C Issuer on the average daily amount of the LC Exposure L/C Obligations (excluding any portion thereof attributable to unreimbursed LC DisbursementsUnreimbursed Amounts) with respect to Fronted Letters of Credit issued by such Fronting L/C Issuer during the period from and including the date of this Agreement 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 ExposureL/C Obligations; provided that in no event shall such fee be less than $500 during any quarter, and and (iii) to the Issuing Bankapplicable Fronting L/C Issuer or the Several L/C Agent, as applicable, for its own account, its standard fees with respect to account the customary issuance, amendmentpresentation, renewal amendment and other processing fees, and other standard and reasonable costs and charges, of such Fronting L/C Issuer or extension of any the Several L/C Agent, as applicable relating to each Letter of Credit or processing as from time to time in effect. Letter of drawings thereunder. Participation Credit 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 third Business Day following such last day, commencing on the first such date to occur after the date of this AgreementEffective Date; provided that all such fees shall be payable on the Termination Date date on which the Commitments terminate and any such fees accruing after the Termination Date date on which the Commitments terminate shall be payable on demand. Any other fees and amounts payable to the Issuing Bank Fronting L/C Issuers and/or the Several L/C Agent pursuant to this Section 3.05(b) paragraph shall be payable within ten days 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 366 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).

Letter of Credit Fees. The Borrower agrees to pay (i) to the Administrative Agent for the account of each Lender a letter of credit fee for each Letter of Credit equal to the L/C Fee Rate in effect from time to time of such Lender, a participation fee with respect 's Pro Rata Share (as adjusted from time to its participations in Letters time) of Credit, which shall accrue at the same Applicable Margin used to determine the interest rate applicable to Eurodollar Loans on the average daily undrawn 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 (computed for the then applicable rate, (ii) to the Issuing Bank a fronting fee, which shall accrue at the rate actual number 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 day of March, June, September and December of each year shall be payable on the third Business Day following such last day, commencing on the first such date to occur after the date of this Agreement; provided that all such fees shall be payable on the Termination Date and any such fees accruing after the Termination Date shall 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 elapsed 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 ). Such letter of a year of 365 days (or 366 days in a leap year), and credit fee shall be payable for the actual number of days elapsed (including in arrears on the first day but excluding of each calendar quarter and on the Facility Termination Date (or such later date on which such Letter of Credit expires or is terminated) for the period from the date of the issuance of each Letter of Credit (or the last dayday on which the letter of credit fee was paid with respect thereto) to the date such payment is due or, if earlier, the date on which such Letter of Credit expired or was terminated. In addition, with respect to each Letter of Credit, Borrower agrees to pay to the Issuing Lender, for its own account, (i) such fees and expenses as the Issuing Lender customarily requires in connection with the issuance, negotiation, processing and/or administration of letters of credit in similar situations and (ii) a letter of credit fronting fee in the amount and at the times agreed to in writing by Borrower and the Issuing Lender. If the Issuing Lender makes any payment or disbursement under any Letter of Credit and (a) Borrower has not reimbursed the Issuing Lender in full for such payment or disbursement by 11:00 A.M., Chicago time, on the date of such payment or disbursement, (b) a Loan may not be made in accordance with Section 2.20(b) or (c) any reimbursement received by the Issuing Lender from Borrower is or must be returned or rescinded upon or during any bankruptcy or reorganization of Borrower or otherwise, each other Lender with a Commitment shall be obligated to pay to the Agent for the account of the Issuing Lender, in full or partial payment of the purchase price of its participation in such Letter of Credit, its Pro Rata Share of such payment or disbursement (but no such payment shall diminish the obligations of Borrower under Section 2.20(c).), and, upon notice from the Issuing Lender, the Agent shall promptly notify each other Lender thereof. Each other Lender irrevocably and unconditionally agrees to so pay to the Agent in immediately available funds for the Issuing Lender's account the amount of such other Lender's Pro Rata Share of such payment

Letter of Credit Fees. The Borrower agrees to pay (i) to the Administrative Agent for the account of each Lender, Lender a participation fee with respect to its participations in Letters of Credit, which shall accrue at a rate per annum equal to the same Applicable Margin used to determine the interest rate applicable to Eurodollar interest on Eurocurrency Loans (or, if such Letter of Credit is denominated in GBP, RFR 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 Effective Date to but excluding the later of the date on which such Lender’s Commitment of the applicable Class terminates and the date on which such Lender ceases to have any LC Exposure; provided thatExposure of such Class, 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 each Issuing Bank a fronting fee, which shall accrue at the rate of one-half of one percent (0.50%) 0.25% per annum on the average daily 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 date of this Agreement 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 as well as each Issuing Bank, for its own account, its ’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 last day sixth (6th) Business Day following such Quarterly Date, commencing on June 30, 2021; provided that, all such fees with respect to the Letters of March, June, September and December of each year Credit shall be payable on the third Business Day following date on which the Commitments of the applicable Class terminate (the “termination date”), the Borrower shall pay any such last day, commencing fees that have accrued and that are unpaid on the first termination date and, in the event any Letters of Credit shall be outstanding that have expiration dates after the termination date, the Borrower shall prepay on the termination date the full amount of 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 scheduled to occur expire (and in that connection, the Lenders agree not later than the date two (2) Business Days after the date upon which the last such Letter of this Agreement; provided Credit shall expire or be terminated to rebate to the Borrower the excess, if any, of the aggregate participation and fronting fees that all have been prepaid by the Borrower over the amount of such fees shall be payable on that ultimately accrue through the Termination Date and any date of such fees accruing after the Termination Date shall be payable on demandexpiration or termination). Any other fees payable to the Issuing Bank Banks pursuant to this Section 3.05(b) paragraph shall be payable within ten days (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 three hundred sixty (360) days (or 366 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).

Letter of Credit Fees. The Borrower agrees to pay (i) to the Administrative Agent for the account of each Lender, Lender a participation fee with respect to its participations in Letters of Credit, which shall accrue at a rate per annum equal to the same Applicable Margin used to determine the interest rate applicable to Eurodollar interest on Term Benchmark Loans (or, if such Letter of Credit is denominated in GBP, RFR Loans) on the average 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 date of this Agreement Effective Date to but excluding the later of the date on which such Lender’s Commitment of the applicable Class terminates and the date on which such Lender ceases to have any LC Exposure; provided thatExposure of such Class, 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 each Issuing Bank a fronting fee, which shall accrue at the rate of one-half of one percent (0.50%) 0.25% per annum on the average 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 date of this Agreement 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 as well as each Issuing Bank, for its own account, its ’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 last day sixth (6th) Business Day following such Quarterly Date, commencing on March 31, 2023; provided that, all such fees with respect to the Letters of March, June, September and December of each year Credit shall be payable on the third Business Day following date on which the Commitments of the applicable Class terminate (the “termination date”), the Borrower shall pay any such last day, commencing fees that have accrued and that are unpaid on the first termination date and, in the event any Letters of Credit shall be outstanding that have expiration dates after the termination date, the Borrower shall prepay on the termination date the full amount of 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 scheduled to occur expire (and in that connection, the Lenders agree not later than the date two (2) Business Days after the date upon which the last such Letter of this Agreement; provided Credit shall expire or be terminated to rebate to the Borrower the excess, if any, of the aggregate participation and fronting fees that all have been prepaid by the Borrower over the amount of such fees shall be payable on that ultimately accrue through the Termination Date and any date of such fees accruing after the Termination Date shall be payable on demandexpiration or termination). Any other fees payable to the Issuing Bank Banks pursuant to this Section 3.05(b) paragraph shall be payable within ten days (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 three hundred sixty (360) days (or 366 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).

Letter of Credit Fees. The Borrower agrees shall pay with respect to pay each Letter of Credit under the applicable Revolving Facility (i) to the Administrative Agent for the account of each Lender, the Lenders under such Revolving Facility a participation fee calculated (on the basis of the actual number of days elapsed over a year of three hundred sixty (360) days) at the per annum rate equal to the Applicable Margin then in effect with respect to its participations in Letters of Credit, which shall accrue at the same Applicable Margin used to determine the interest rate applicable to Eurodollar Revolving Loans under such Revolving Facility on the daily average daily amount of such Lender’s 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) during 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 period from and including the date of this Agreement to but excluding the later issuance 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 such Letter of Credit. Accrued fees described 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 this paragraph in respect to the issuance, amendment, renewal or extension of any each Letter of Credit or processing of drawings thereunder. Participation fees under the applicable Revolving Facility shall be due and fronting fees accrued through and including payable quarterly in arrears on the last day Business Day of each March, June, September and December of each year shall be payable and on the third Business Day following such last day, commencing 3-Year Revolving Facility Termination Date with respect to 3-Year Revolving Commitments and on the first such date to occur after the date of this Agreement; provided that all such fees shall be payable on the 5-Year Revolving Facility Termination Date and any such fees accruing after the Termination Date shall be payable on demand. Any other fees payable with respect 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 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 366 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)5-Year Revolving Commitments.

Letter of Credit Fees. The Borrower agrees to pay (i) to the Administrative Agent for the account of each Lender, Lender a participation fee with respect to its participations in Letters of Credit, which shall accrue at a rate per annum equal to the same Applicable Margin used to determine the interest rate applicable to Eurodollar interest on Term Benchmark Loans (or, if such Letter of Credit is denominated in GBP, RFR Loans) on the average 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 date of this Agreement Effective Date to but excluding the later of the date on which such Lender’s Commitment of the applicable Class terminates and the date on which such Lender ceases to have any LC Exposure; provided thatExposure of such Class, 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 each Issuing Bank a fronting fee, which shall accrue at the rate of one-half of one percent (0.50%) 0.25% per annum on the average 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 date of this Agreement 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 as well as each Issuing Bank, for its own account, its ’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 last day sixth (6th) Business Day following such Quarterly Date, commencing on December 31, 2023; provided that, all such fees with respect to the Letters of March, June, September and December of each year Credit shall be payable on the third Business Day following date on which the Commitments of the applicable Class terminate (the “termination date”), the Borrower shall pay any such last day, commencing fees that have accrued and that are unpaid on the first termination date and, in the event any Letters of Credit shall be outstanding that have expiration dates after the termination date, the Borrower shall prepay on the termination date the full amount of 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 scheduled to occur expire (and in that connection, the Lenders agree not later than the date two (2) Business Days after the date upon which the last such Letter of this Agreement; provided Credit shall expire or be terminated to rebate to the Borrower the excess, if any, of the aggregate participation and fronting fees that all have been prepaid by the Borrower over the amount of such fees shall be payable on that ultimately accrue through the Termination Date and any date of such fees accruing after the Termination Date shall be payable on demandexpiration or termination). Any other fees payable to the Issuing Bank Banks pursuant to this Section 3.05(b) paragraph shall be payable within ten days (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 three hundred sixty (360) days (or 366 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).

Letter of Credit Fees. The Borrower agrees to (a) Borrowers shall pay (ix) to the Administrative Agent for the account of each Lender, a participation fee with respect to its participations in Letters fees for each Letter of Credit, 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 Credit for the period from and excluding the date of issuance of same to and including the date of this Agreement expiration or termination, equal to but excluding the later aggregate daily face amount 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 each outstanding Letter of Credit participation fee shall increase multiplied by 2% per annum over the then applicable rateApplicable Margin for Revolving Advances consisting of LIBOR Rate Loans, (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 such fees 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 day of March, June, September and December of each year shall be payable on the third Business Day following such last day, commencing on the first such date to occur after the date of this Agreement; provided that all such fees shall be payable on the Termination Date and any such fees accruing after the Termination Date shall 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 calculated on the basis of a 360-day 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 366 days in a leap year), and shall be payable for the actual number of days elapsed (including and to be payable quarterly in arrears on the first day but of each calendar quarter, and (y) to Lender, a fronting fee of one quarter of one percent (0.25%) per annum times the aggregate daily face amount of each outstanding Letter of Credit for the period from and excluding the last daydate 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 (all of the foregoing fees, the “Letter of Credit Fees”). In addition, Borrowers shall pay to Lender 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 Lxxxxx and the Borrowing Representative 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 Lxxxxx’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 Lender (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 three percent (3%) per annum. (b) At any time following the occurrence of an Event of Default, at the option of Lender (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 Revolving Note Maturity Date or the expiration of the 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 Lender, 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 Lxxxxx, 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 Lxxxxx’s possession at any time. Lender may, in its discretion, invest such cash collateral (less applicable reserves) in such short-term money-market items as to which Lender and such Borrower mutually agree (or, in the absence of such agreement, as Lender may reasonably select) and the net return on such investments shall be credited to such account and constitute additional cash collateral, or Lender may (notwithstanding the foregoing) establish the account provided for under this Section 3.2(b) as a non-interest bearing account and in such case Lender shall have no obligation (and Borrowers hereby waive any claim) under Article 9 of the Uniform Commercial Code or under any other Applicable Law to pay interest on such cash collateral being held by Lxxxxx. 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, Lender 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, Lender may use such cash collateral to pay and satisfy such Obligations.

Letter of Credit Fees. The Borrower agrees to pay (i) to the Administrative Agent for the account of each Lender, Revolving Credit Lender a participation fee with respect to its participations in Letters of Credit, which shall accrue at the same Applicable Margin used to determine the interest rate applicable to Eurodollar Revolving Credit 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 Lender’s Revolving 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 each Issuing Bank a fronting fee, which shall accrue at the rate of one-half of one percent (0.50%) fee equal to 0.125% per annum on the average daily face amount of the LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the date each Letter 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; Credit issued by such Issuing Bank hereunder, provided that in no event shall such fee be less than $500 during any quarter, and (iii) to the 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 day of March, June, September and December of each year shall be payable on the third Business Day following such last day, commencing on the first such date to occur after the date of this AgreementAgreement and fronting fees with respect to any Letter of Credit shall be payable at the time of issuance of such Letter of Credit; provided that all such fees shall be payable on the Revolving Credit Termination Date and any such fees accruing after the Revolving Credit Termination Date shall be payable on demand. Any other fees payable to the an 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 366 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).

Letter of Credit Fees. The Borrower agrees to pay (i) to the Administrative Agent for the account of each Revolving Lender, a participation fee with respect to its such Revolving Lender’s participations in Letters of Credit, which shall accrue at the same Applicable Margin used to determine the interest rate applicable to Eurodollar Eurocurrency Rate Loans on the average daily maximum amount then available to be drawn under such Letter of Credit (whether or not such maximum amount is then in effect under such Letter of Credit if such maximum amount increases periodically pursuant to the terms of such Lender’s LC Exposure (excluding any portion thereof attributable to unreimbursed LC DisbursementsLetter of Credit) during the period from and including the date of this Agreement Closing Date to but excluding the later of the date on which (x) such Revolving Lender’s Revolving Commitment terminates and (y) the date on which such Revolving 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 each Issuing Bank Bank, a fronting fee, which shall accrue at the rate of one-half of one percent (0.50%) or rates per annum separately agreed upon between the Borrower and such Issuing Bank on the average daily maximum amount then available to be drawn under such Letter of Credit (whether or not such maximum amount is then in effect under such Letter of Credit if such maximum amount increases periodically pursuant to the LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursementsterms of such Letter of Credit) during the period from and including the date of this Agreement Closing Date to but excluding the later of (A) the date of termination of the Revolving Commitments and (B) the date on which there ceases to be any LC Exposure; provided that Exposure in no event shall respect of such fee be less than $500 during any quarter, and (iii) to the Issuing Bank, for its own account, its 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 day of March, June, September and December of each year shall be payable on the third Business Day following such last daywithin 30 days after demand, commencing on the first such date to occur after the date of this AgreementClosing Date; provided that all such fees shall be payable on the Termination Date date on which the Revolving Commitments terminate and any such fees accruing after the Termination Date date on which the Revolving Commitments terminate shall be payable on demand. Any other fees payable to the an Issuing Bank pursuant to this Section 3.05(b) paragraph shall be payable within ten 30 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 366 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).

Letter of Credit Fees. The Borrower agrees to pay (i) to the Administrative Agent for the account of each Lender, 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, CHF or JPY, RFR Loans of the same Applicable Margin used to determine the interest rate applicable to Eurodollar Loans currency) 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 Effective Date to but excluding the later of the date on which such Lender’s applicable Revolving Commitment of the applicable Class terminates and the date on which such Lender ceases to have any LC Exposure; provided thatExposure of such Class, 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 each Issuing Bank [[60731336359722]] a fronting fee, which shall accrue at the rate of one-half of one percent (0.50%) 0.25% per annum on the average daily 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 date of this Agreement Effective Date to but excluding the later of the date of termination of the applicable 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 $500 during any quarter, and (iii) to the as well as each Issuing Bank, for its own account, its ’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 last day sixth (6th) Business Day following such Quarterly Date, commencing on June 30, 2022; provided that, all such fees with respect to the Letters of March, June, September and December of each year Credit shall be payable on the third Business Day following date on which the applicable Revolving Commitments of the applicable Class terminate (the “termination date”), the Borrower shall pay any such last day, commencing fees that have accrued and that are unpaid on the first termination date and, in the event any Letters of Credit shall be outstanding that have expiration dates after the termination date, the Borrower shall prepay on the termination date the full amount of 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 scheduled to occur expire (and in that connection, the Lenders agree not later than the date two (2) Business Days after the date upon which the last such Letter of this Agreement; provided Credit shall expire or be terminated to rebate to the Borrower the excess, if any, of the aggregate participation and fronting fees that all have been prepaid by the Borrower over the amount of such fees shall be payable on that ultimately accrue through the Termination Date and any date of such fees accruing after the Termination Date shall be payable on demandexpiration or termination). Any other fees payable to the Issuing Bank Banks pursuant to this Section 3.05(b) paragraph shall be payable within ten days (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 three hundred sixty (360) days (or 366 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).

Letter of Credit Fees. The Borrower agrees Borrowers will jointly and severally pay to pay LC Issuer for its own account, with respect to each Letter of Credit, a fronting fee (i"Fronting Fee") equal to 0.125% of the Administrative face amount of each such Letter of Credit and to Agent for the account of each Lender, the Revolving Credit Lenders (ratably in accordance with their respective Revolving Credit Commitment Percentages) a participation fee with respect ("LOC Fee") equal to its participations in Letters of Credit, which shall accrue at the same then Applicable Margin used to determine the interest rate applicable to Eurodollar Loans LOC Fee on the average daily amount available to be drawn under each Letter of such Lender’s LC Exposure (excluding any portion thereof attributable Credit from, and including, the issuance date of the Letter of Credit to unreimbursed LC Disbursements) during the period from and including the expiry date of this Agreement to but excluding the later of thereof (or, if earlier, 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 is returned to LC Issuer and is cancelled). In addition, Borrowers will pay to LC Issuer, on its demand for payment, LC Issuer's then current issuance, opening, closing, transfer, amendment, draw, renewal, negotiation and other letter of credit administration fees, charges and out of pocket expenses with respect to each Letter of Credit. The Fronting Fee is fully earned by 2% per annum over LC Issuer when paid and will be due and payable upon issuance of each Letter of Credit. The LOC Fee is fully earned by Agent for the then applicable rate, benefit of the Lenders when paid and will be due and payable (iia) to the Issuing Bank a fronting fee, which shall accrue at the rate of one-half of one percent (0.50%) per annum in advance on the average daily issuance of each Commercial Letter of Credit and (b) in respect of each Standby Letter Credit, monthly in arrears based on the amount available to be drawn under each Standby Letter of Credit during the previous calendar month, payable on the first (1st) day of each calendar month, commencing with the first calendar month occurring after the calendar month in which the Standby Letter of Credit is issued, and on the date the Obligations (other than contingent Obligations relating to indemnities that survive repayment of the LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from Loans 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 Commitments, so long as 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 claim has been asserted with respect to the issuance, amendment, renewal or extension of any Letter such contingent Obligation) are fully paid and satisfied (and all Letters of Credit or processing of drawings thereunder. Participation fees have been cancelled and fronting fees accrued through and including the last day of March, June, September and December of each year shall be payable on the third Business Day following such last day, commencing on the first such date to occur after the date of this Agreement; provided that all such fees shall be payable on the Termination Date and any such fees accruing after the Termination Date shall be payable on demand. Any other fees payable returned to the Issuing Bank pursuant to this Section 3.05(bLC Issuer) shall and the Commitments are terminated. The LOC Fee will be payable within ten days after demand. All participation fees and fronting fees shall be computed calculated 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 366 days in a leap year), and shall be payable for the actual number of days elapsed (including in a 360-day year. If any Letter of Credit is cancelled for any reason before the first day but excluding stated expiry date thereof, any LOC Fee paid in advance will not be refunded and will be retained by Agent and the last day)Lenders solely for their account.

Letter of Credit Fees. (a) The Borrower agrees to Canadian Borrowers shall pay (i) to the Administrative Agent for the account of each Lender, a participation the relevant Lenders an issuance fee with (in the currency which the Letter of Credit is denominated) in respect to its participations in of all Letters of Credit, which shall accrue calculated at a rate per annum equal to the same Applicable Margin used to determine the interest rate applicable to Eurodollar Loans and on the average daily amount of each such Lender’s LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) during Letter of Credit for the period from and including number of days in the date term of this Agreement to but excluding such Letter of Credit in the later year of 365 or 366 days, as the date on case may be, in 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 rateis issued or renewed, (ii) to the Issuing Bank a fronting fee, and which shall accrue at the rate of one-half of one percent (0.50%) per annum be calculated and payable quarterly in arrears, 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 first day of March, June, September and December of each year shall be payable on the third Business Day following such last dayFiscal Quarter, commencing on the first such date to occur after day of the Fiscal Quarter following the date of this Agreement; issuance of such Letter of Credit and thereafter on the first day of each Fiscal Quarter for such fee which has accrued due for the previous quarter, provided that all such fees shall be payable on the Termination Date date on which the Revolving Facility terminates and any such fees accruing after the Termination Date date on which the Revolving Facility terminates shall be payable on demand. Any other fees payable In addition, with respect to all Letters of Credit, the Borrowers shall from time to time pay to the Agent for the account of the Issuing Bank pursuant Lender its usual and customary fees (at the then prevailing rates) for the amendment, delivery and administration of letters of credit and letters of guarantee such as the Letters of Credit. Each such payment is non-refundable and fully earned when due. (b) The Borrowers shall pay to this Section 3.05(bthe Agent for the account of the Issuing Lender a fronting fee (in the currency in which the Letter of Credit is denominated) calculated at a rate of 0.125% per annum on the amount of each such Letter of Credit for the number of days in the term of such Letter of Credit in the year of 365 or 366 days, as the case may be, in which the Letter of Credit is issued or renewed, and which shall be payable within ten days after demand. All participation fees quarterly in arrears, on the first day of each Fiscal Quarter, commencing on the first day of the Fiscal Quarter following the date of issuance of such Letter of Credit and fronting thereafter on the first day of each Fiscal Quarter for such fee which has accrued due for the previous quarter, provided that all such fees shall be computed payable on the basis of a year of 360 days, unless date on which the Revolving Facility terminates and any such computation would exceed fees accruing after the Highest Lawful Rate, in date on which case interest shall be computed on the basis of a year of 365 days (or 366 days in a leap year), and Revolving Facility terminates shall be payable for the actual number of days elapsed (including the first day but excluding the last day)on demand. Each such payment is non-refundable and fully earned when due.

Letter of Credit Fees. The Each Borrower agrees to pay the following amounts with respect to Letters of Credit issued for such Borrower’s account by any Issuer: (i) to the Administrative Agent for the account of each LenderIssuer of a Letter of Credit, a participation fee with respect to its participations in Letters each Letter of CreditCredit issued by such Issuer, which shall accrue at an issuance fee equal to 0.150% per annum of the same Applicable Margin used to determine the interest rate applicable to Eurodollar Loans on the average daily maximum undrawn face 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 payable in arrears (A) on the then applicable ratefirst Business Day of each calendar quarter, commencing on the first such Business Day following the issuance of such Letter of Credit and (B) on the Revolving Credit Termination Date; (ii) to the Issuing Bank Administrative Agent for the ratable benefit of the Revolving Credit Lenders, with respect to each Sub-Facility Letter of Credit, a fronting fee, which shall accrue fee accruing at the a rate of one-half of one percent (0.50%) per annum equal to the Applicable Margin for Revolving Loans that are Eurocurrency Rate Loans of the maximum undrawn face amount of such Letter of Credit, payable in arrears (A) on the average daily amount first Business Day of each calendar quarter, commencing on the LC Exposure first such Business Day following the issuance of such Letter of Credit and (excluding any portion thereof attributable to unreimbursed LC DisbursementsB) on the Revolving Credit Termination Date; provided, however, that during the period from and including the date continuance of this Agreement to but excluding the later an Event 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 Default, such fee shall be less than $500 during any quarter, increased by two percent per annum and shall be payable on demand; (iii) to the Issuing BankAdministrative Agent for the ratable benefit of the Stand-Alone Letter of Credit Participants, with respect to each Stand-Alone Letter of Credit, a fee accruing at a rate per annum equal to the Applicable Margin for its own accountRevolving Loans that are Eurocurrency Rate Loans on the maximum undrawn face amount of such Letter of Credit, its standard fees payable in arrears (A) on the first Business Day of each calendar quarter, commencing on the first such Business Day following the issuance of such Letter of Credit and (B) on the Stand-Alone Letter of Credit Termination Date; provided, however, that during the continuance of an Event of Default, such fee shall be increased by two percent per annum and shall be payable on demand; and (iv) to the Issuer of any Letter of Credit, with respect to the issuance, amendment, renewal amendment or extension transfer of any each Letter of Credit and each drawing made thereunder, documentary and processing charges in accordance with such Issuer’s standard schedule for such charges in effect at the time of issuance, amendment, transfer or processing of drawings thereunder. Participation fees and fronting fees accrued through and including drawing, as the last day of March, June, September and December of each year shall be payable on the third Business Day following such last day, commencing on the first such date to occur after the date of this Agreement; provided that all such fees shall be payable on the Termination Date and any such fees accruing after the Termination Date shall 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 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 366 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)may be.

Letter of Credit Fees. The Borrower agrees to pay (i) to the Administrative Agent for the account of each Lender, Revolving Lender (subject to Section 2.09(a)(iii)) a participation fee with respect to its participations in Letters of Credit, which shall accrue at the same Applicable Margin used to determine the interest rate applicable to Eurodollar SOFR 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 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 Revolving 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 each Issuing Bank a fronting fee, which shall accrue at the rate of one-half of one percent (0.50%) 0.25% per annum on the average daily amount of the such 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 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, quarter and (iii) to the 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 day of March, June, September and December of each year shall be payable on the third Business Day following such last day, commencing on the first such date to occur after the date of this Agreement; provided that all such fees shall be payable on the Revolving Termination Date and any such fees accruing after the Revolving Termination Date shall be payable on demand. During the continuation of an Event of Default, if the Majority Lenders (or the Administrative Agent at the direction of the Majority Lenders) have elected to charge the default rate on the then outstanding Loans pursuant to Section 3.02(c), the fees payable pursuant to this Section 3.05(b) shall increase by 2.00% per annum over the then applicable rate (with such increase to be retroactive to the date of the applicable Event of Default). Any other fees payable to the an 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 such fees shall be computed on the basis of a year of 365 days (or 366 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).

Letter of Credit Fees. The Borrower agrees to shall pay (i) to the Administrative Agent for the account of each Lender, Revolving Lender (other than a Defaulting Lender to the extent set forth in Section 2.11) a participation fee with respect to its participations in Letters of Credit, which shall accrue at the same Applicable Margin used to determine the interest rate applicable to Revolving Eurodollar Loans on the average daily amount of such Revolving Lender’s LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements which has been funded by such Revolving Lender) 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 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 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 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; Exposure attributable to such Issuing Bank, provided that (A) in no event shall such fee be less than $500 125 for each Letter of Credit during any quarterquarter 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 the 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 day of March, June, September and December of each year shall be payable on the third Business Day following such last day, commencing on the first such date to occur after the date of this AgreementEffective Date; provided that all such fees shall be payable on the Revolving Termination Date and any such fees accruing after the Revolving Termination Date shall be payable on demand. Any other fees payable to the an 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 366 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).

Letter of Credit Fees. The Borrower agrees to pay (i) to the Global Administrative Agent for the account of each Lender, Lender (other than a Defaulting Lender to the extent set forth in Section 2.11) a participation fee with respect to its participations in Letters of Credit, 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 DisbursementsDisbursements which has been funded by such Lender) during the period from and including the date of this Agreement 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; 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 each Issuing Bank a fronting fee, which shall accrue at the rate of one-half of one percent (0.50%) 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 date of this Agreement 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; Exposure attributable to such Issuing Bank, provided that in no event shall such (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 $500, then the Borrower shall pay to such Issuing Bank $500 during 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 quarterGrandfathered 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 the 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 day of March, June, September and December of each year shall be payable in arrears on the third Business Day following such last day, commencing on the first such date to occur after the date of this AgreementEffective Date; provided that all such fees shall be payable on the Termination Date and any such fees accruing after the Termination Date shall be payable on demand. Any other fees payable to the an 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 366 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).

Letter of Credit Fees. The Borrower agrees Borrowers shall pay with respect to pay each Letter of Credit (i) to the Administrative Agent on behalf of the Lenders a fee calculated (from the Closing Date for the account of each Lender, a participation fee with respect to its participations in those Letters of Credit, which shall accrue at Credit issued and outstanding under 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 Prior Agreement to but excluding the later as 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 Closing Date or extension of any Letter of Credit or processing of drawings 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 third Business Day following such last day, commencing on the first such date to occur after the date of this Agreement; provided that all such fees shall be payable on the Termination Date and any such fees accruing after the Termination Date shall 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 otherwise when issued 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 366 days in a leap year), and shall be payable for the actual number of days elapsed over a year of 360 days) at a rate equal to (A) 3.00% per annum on the undrawn stated amount thereof that constitutes Tranche A Usage for the account of the Tranche A Lenders and (B) 4.50% per annum on the undrawn stated amount thereof that constitutes Tranche B Usage for the account of the Tranche B Lenders, and (ii) to the Fronting Bank such Fronting Bank’s customary fees for issuance, amendments and processing referred to in Section 2.3. In addition, the Borrowers agree to pay each Fronting Bank for its account a fronting fee in respect of each Letter of Credit issued by such Fronting Bank, for the period from the Closing Date for those Letters of Credit issued and outstanding under the Prior Agreement as of the Closing Date or otherwise when issued to and including the date of termination of such Letter of Credit, computed at the rate set forth in the fee letter dated September 20, 2004 among the Administrative Agent, J.X. Xxxxxx Securities Inc. and the Borrowers, or, if the Fronting Bank is a bank other than JPMCB, as separately agreed by the Borrowers and such Fronting Bank, and payable at times to be determined by such Fronting Bank, the Borrowers and the Administrative Agent. Accrued fees described in clause (i) of the first day but excluding sentence of this paragraph in respect of each Letter of Credit shall be due and payable monthly in arrears three (3) Business Days after the last day)calendar day of each month and on the Termination Date, or such earlier date as the Total Commitment is terminated. Accrued fees described in clause (ii) of the first sentence of this paragraph in respect of each Letter of Credit shall be payable at times to be determined by the Fronting Bank, the Borrowers and the Administrative Agent.

Letter of Credit Fees. The Borrower agrees to pay (i) Borrower shall pay to the Administrative Agent for the account of each Lender, the Banks a participation letter of credit fee payable to the Banks in accordance with their Pro Rata Shares with respect to its participations in Letters of Credit, 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 each Letter of Credit participation fee shall increase by 2% per annum over issued or renewed equal to the sum of (A) the Applicable Letter of Credit Fee times the daily maximum amount available to be drawn under such Letter of Credit (whether or not such maximum amount is then applicable rate, in effect under such Letter of Credit) minus (B) any amounts due and payable under clause (ii) to the Issuing Bank a fronting fee, which below. Such letter of credit fee shall accrue at the rate of one-half of one percent (0.50%) per annum and be computed 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 a quarterly basis in no event shall such fee be less than $500 during any quarterarrears, 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 day of March, June, September and December of each year shall be due and payable on the third within five (5) Business Day following such last day, Days after each Quarterly Payment Date (commencing on with the first such date to occur after the issuance of such Letter of Credit and including each such date of this Agreementthereafter occurring prior to the Maturity Date) and on the Maturity Date; provided that all such no letter of credit fees shall be payable on the Termination Date and accrue with respect to any such fees accruing after the Termination Date shall be payable on demand. Any other fees payable Defaulting Bank’s Pro Rata Share with respect to each Letter of Credit to the extent not reallocated pursuant to Section 10.13. (ii) Borrower shall pay directly to the applicable Issuing Bank pursuant for its own account a fronting fee with respect to this Section 3.05(b) each Letter of Credit issued or renewed by such Issuing Bank equal to 0.15% per annum times the daily maximum amount which is available to be drawn under such Letter of Credit (whether or not such maximum amount is then in effect under such Letter of Credit). Such fronting fee shall be payable within ten days after demand. All participation fees accrue and fronting fees shall be computed on the a quarterly 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 366 days in a leap year)arrears, and shall be due and payable for the actual number of days elapsed within five (including 5) Business Days after each Quarterly Payment Date (commencing with the first day but excluding such date to occur after the last day)issuance of such Letter of Credit and including each such date thereafter occurring prior to the earlier of (x) the expiry date of such Letter of Credit or (y) the Maturity Date) and on the earlier of (x) the expiry date of such Letter of Credit or (y) the Maturity Date. (iii) Borrower shall pay directly to the applicable Issuing Bank for its own account the customary issuance, presentation, amendment, and other processing fees, and other standard costs and charges, of 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.

Letter of Credit Fees. The Borrower agrees Borrowers agree to pay (i) to the Administrative Agent Agent, for the account of each Lender, a participation fee in Dollars with respect to its such Lender’s participations in Letters of Credit, which shall accrue at the same Applicable Margin Rate used to determine the interest rate applicable to Eurodollar Eurocurrency Rate Loans on the Dollar Equivalent of 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 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; 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 each Issuing Bank Bank, in Dollars, a fronting fee, which shall accrue at the rate of one-half of one percent (0.50%) or rates per annum separately agreed upon between the Borrowers and such Issuing Bank on the average daily Dollar Equivalent 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 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; provided that Exposure in no event shall respect of such fee be less than $500 during any quarter, and (iii) to the Issuing Bank, for its own account, its 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 day of March, June, September and December of each year shall be payable on such day (unless such day is not a Business Day, in which case such fees shall be payable on the third immediately following Business Day following such last dayDay), commencing on the first such date to occur after the date of this AgreementClosing Date; provided that all such fees shall be payable on the Termination Date date on which the Commitments terminate and any such fees accruing after the Termination Date date on which the Commitments terminate shall be payable on demand. Any other fees payable to the an Issuing Bank pursuant to this Section 3.05(b) paragraph 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 366 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).

Letter of Credit Fees. The Borrower agrees to shall pay the following fees in respect of the LC Facilities (collectively, the “Letters of Credit Fees”): (i) a commitment fee equal to the Administrative Agent for the account sum of each Lender, a participation fee with respect to its participations in Letters of Credit, 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 Disbursementsx) 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 20.75% 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 daily average daily amount Unutilized Commitment of the LC Exposure each TALC Participating Bank plus (excluding any portion thereof attributable to unreimbursed LC Disbursementsy) 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) prior to the Issuing BankTerm Conversion Date, for its own account, its standard fees with respect to 0.50% per annum on 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 day of March, June, September and December daily average Unavailable Commitment of each year shall be payable on the third Business Day following such last dayTALC Participating Bank, commencing on the first such date hereof and payable semi-annually in arrears to occur the TALC Participating Banks on (A) each Semi-Annual Date and (B) the last Business Day of the TALC Availability Period; (ii) a commitment fee equal to (x) prior to the Term Conversion Date, 0.50% per annum on the daily average Unavailable Commitment of each DSR Issuing Bank and (y) on and after the date of this Agreement; provided that all such fees shall be payable Term Conversion Date, 0.75% per annum on the Termination daily average Unutilized Commitment of each DSR Issuing Bank, commencing on the date hereof and payable semi-annually in arrears to the DSR Issuing Banks on (A) each Semi-Annual Date and any such fees accruing after (B) the Termination Date shall be payable on demand. Any other fees payable last Business Day of the DSR Availability Period; (iii) a letter of credit fee in respect of the aggregate average daily maximum available amount of all TA Letters of Credit equal to the then-Applicable Margin on Tranche A Construction Loans or Tranche A Term Loans (as applicable as of the time of determination) bearing interest at the Adjusted LIBO Rate, payable semi- annually in arrears ratably to the TALC Participating Banks on (A) each Semi-Annual Date and (B) the last Business Day of the TALC Availability Period; (iv) a letter of credit fee in respect of the aggregate average daily maximum available amount of all LGIA Letters of Credit equal to the then-Applicable Margin on Revolving Loans bearing interest at the Adjusted LIBO Rate, payable semi-annually in arrears to the LGIA Issuing Bank pursuant on (A) each Semi-Annual Date and (B) the last Business Day of the Revolver Availability Period; (v) a letter of credit fee in respect of the aggregate average daily maximum available amount of each DSR Letters of Credit equal to this Section 3.05(b) shall be payable within ten days after demand. All participation fees and fronting fees shall be computed the then-Applicable Margin on the basis of a year of 360 days, unless such computation would exceed Tranche B Term Loans bearing interest at the Highest Lawful Adjusted LIBO Rate, payable semi-annually in which case interest shall be computed arrears to the relevant DSR Issuing Bank on (A) each Semi- Annual Date and (B) the basis last Business Day of the DSR Availability Period; and (vi) a year fronting fee in respect of 365 days each issued TA Letter of Credit equal to 0.20% of the undrawn stated amount of such TA Letter of Credit held by the TALC Participating Banks in accordance with Section 3.25(g) (or 366 days in a leap yearother than the TALC Issuing Bank), payable semi-annually in arrears to the TALC Issuing Bank on (A) each Semi-Annual Date and shall be payable for the actual number of days elapsed (including the first day but excluding B) the last day)Business Day of the TALC Availability Period.

Letter of Credit Fees. The Borrower agrees to pay (i) Each Borrower shall pay to the Administrative Agent for the account of each Lender a commission in Dollars on such Lender, a participation fee with respect to its participations in Letters ’s Ratable Share of Credit, which shall accrue at the same Applicable Margin used to determine the interest rate applicable to Eurodollar Loans on the average daily amount aggregate Available Amount of all Letters of Credit issued at the request of such Lender’s LC Exposure (excluding any portion thereof attributable Borrower and outstanding from time to unreimbursed LC Disbursements) time on or after the Restatement Date at a rate per annum equal to the Applicable Margin for Eurocurrency Rate Advances in effect from time to time during such calendar quarter, payable in arrears quarterly on the period from and including the date of this Agreement to but excluding third Business Day after the later of (a) receipt of an invoice for 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 letter 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, credit fees or (iib) 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 day of each March, June, September and December, commencing with the quarter ended December of each year 31, 2013, and on the Termination Date applicable to such Lender payable upon demand; provided, that no Defaulting Lender shall be entitled to receive any commission in respect of Letters of Credit for any period during which that Lender is a Defaulting Lender (and the Borrowers shall not be required to pay such commission to that Defaulting Lender but shall pay such commission as set forth in Section 2.19); provided, further, that such commission shall be increased by 2% per annum upon the occurrence and during the continuation of an Event of Default if the Borrowers are required to pay Default Interest pursuant to Section 2.07(b). (ii) Each Borrower shall pay to each Issuing Bank for its own account a fronting fee on the aggregate Available Amount of all Letters of Credit issued by such Issuing Bank at the request of such Borrower and outstanding from time to time during each calendar quarter at a rate per annum equal to 0.25% payable in arrears quarterly on the third Business Day following such after the later of (a) receipt of an invoice for the fronting fee or (b) the last dayday of each March, June, September and December, commencing on with the first such date to occur after the date of this Agreement; provided that all such fees shall be payable quarter ended December 31, 2013, and on the Termination Date and any applicable to such fees accruing after the Termination Date shall 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 upon 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 366 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).

Letter of Credit Fees. The Borrower agrees to pay Company shall pay (i) to the Administrative Agent for the account of each Lender, Lender a participation fee with respect to its participations in Letters of Credit, which shall accrue in Dollars at the same Applicable Margin Amount used to determine the interest rate applicable to Eurodollar Committed Loans that are Dollar LIBOR Loans or Foreign Currency Loans on the average daily amount of such Lender’s LC Exposure Exposure, as determined by the applicable 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 date of this Agreement 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; 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, and (ii) to the each 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 fee 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 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 such Issuing Bank. 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 third Business Day following such last day, commencing on the first such date to occur after the date of this AgreementClosing Date; provided that all such fees shall be payable on the Termination Date date on which the Commitments terminate and any such fees accruing after the Termination Date date on which the Commitments terminate shall be payable on demand. Any other fees payable to the any Issuing Bank pursuant to this Section 3.05(b) paragraph shall be payable within ten days after demandas agreed between such Issuing Bank and the Company. 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 366 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).

Letter of Credit Fees. 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 the Letter of Credit, 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 Applicable Percentage of the aggregate undrawn amount of the Letter of Credit (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 ExposureLetter of Credit is terminated or expires; 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 quarter of one percent (0.500.25%) per annum on the average daily amount of the LC Exposure undrawn amount of the Letter of Credit (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 Exposureundrawn amount of the Letter of Credit; 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 the Letter of Credit or processing of drawings 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 third Business Day following such last day, commencing on the first such date to occur after the date of this Agreement; provided that all such fees shall be payable on the Termination Maturity Date and any such fees accruing after the Termination Maturity Date shall 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 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 366 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).

Letter of Credit Fees. The Borrower agrees Borrowers agree to pay (i) to the Administrative Agent for the account of each Lender, Lender a participation fee with respect to its participations participation in Letters each Letter of Credit, 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) relating to such Letter of Credit at a rate per annum equal to the Applicable Margin that would be in effect for a Eurocurrency Rate Advance made on the date such Letter of Credit is issued subject, if such Letter of Credit is outstanding for more than three months, to readjustment at the end at each successive three-month period by reference to the Applicable Margin that would be in effect for a Eurocurrency Rate Advance Loan made at the time of such readjustment. Participation fees shall be payable to each Lender during the period from and including the date of this Agreement 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; provided that, if an Event of Default has occurred and is continuing during such period. In addition, the Letter of Credit participation fee shall increase by 2% per annum over the then applicable rate, (ii) Borrowers agree to pay to the applicable Issuing Bank Lender 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 as well as such fee be less than $500 during any quarter, and (iii) to the Issuing Bank, for its own account, its Lender’s standard fees with respect to the issuance, amendment, renewal or extension of any Letter of Credit or processing of drawings thereunder, as previously agreed between PPG and such Issuing Lender. 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 third Business Day following such last day, commencing on the first such date to occur after the date of this AgreementEffective Date; provided that all such fees shall be payable on the Termination Date date on which the Commitments terminate and any such fees accruing after the Termination Date date on which the Commitments terminate shall be payable on demand. Any other fees payable to the an Issuing Bank Lender pursuant to this Section 3.05(b2.04(c) shall be payable within ten 10 days after demand. All participation fees and fronting fees shall be computed on the basis receipt by PPG 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 366 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)written demand therefor.

Letter of Credit Fees. The Applicable Borrower agrees to pay (i) to the Administrative Agent Agent, for the ratable benefit of each Revolving Lender (based on each such Revolving Lender’s respective Revolving Commitment Percentage) in respect of each Letter of Credit issued for the account of each Lendersuch Applicable Borrower, a participation fee with respect to its participations in Letters (the “Letter of Credit, 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 DisbursementsCredit Fee”) during for the period from and including the date of this Agreement to but excluding the later issuance 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% to and including the date of termination or expiration of such Letter of Credit, computed at a rate per annum over equal to the then applicable rateApplicable Percentage as in effect from time to time during such period with respect to Revolving Loans that are maintained as LIBOR Rate Loans on the daily LOC Obligations of each such Letter of Credit. In addition to such Letter of Credit Fee, the Applicable Borrower agrees to pay to each Issuing Lender, for its own account without sharing by the other Lenders, (iix) to in respect of each standby Letter of Credit issued by it for the Issuing Bank a account of such Applicable Borrower, an additional fronting fee, which shall accrue at fee (the rate of one-half of one percent (0.50%“Standby Fronting Fee”) per annum on the average daily amount of the LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) during for the period from and including the date of this Agreement issuance of such standby Letter of Credit to but excluding the later of and including the date of termination or expiration of such standby Letter of Credit, computed at a rate per annum equal to 1/4 of 1% (0.25%) per annum on the Commitments and the date on which there ceases to be any LC Exposure; daily LOC Obligations of such Letter of Credit, provided that in no any event the minimum amount of Standby Fronting Fees payable in any twelve-month period for each Letter of Credit shall such fee be not less than $500 during any quarter500, and (iii) to it being agreed that, on the Issuing Bank, for its own account, its standard fees with respect to the issuance, amendment, renewal or extension day of issuance of any Letter of Credit and on each anniversary thereof prior to the termination or processing expiration of drawings thereunder. Participation fees and fronting fees accrued through and including such Letter of Credit, if $500 will exceed the last day amount of MarchStandby Fronting Fees that will accrue with respect to such Letter of Credit for the immediately succeeding twelve-month period, June, September and December of each year the full $500 shall be payable on the third date of issuance of such Letter of Credit and on each such anniversary thereof and (y) in respect of each trade Letter of Credit issued by it for the account of such Applicable Borrower, an additional fronting fee (the “Trade Fronting Fee” and together with the Standby Fronting Fee, the “Fronting Fees”) as shall be agreed to in writing from time to time by the Applicable Borrowers and such Issuing Lender. The Letter of Credit Fee and the Fronting Fees shall each be payable quarterly in arrears on the last Business Day following such last day, commencing on the first such date to occur after the date of this Agreement; provided that all such fees shall be payable on the Termination Date and any such fees accruing after the Termination Date shall 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 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 366 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)each calendar quarter.

Letter of Credit Fees. (i) The Borrower Company agrees to pay (i) directly to the Administrative Agent applicable Issuing Bank for the its own account of each Lendera fronting fee, a participation fee in Dollars, with respect to its participations in Letters each Letter of Credit, which shall accrue at Credit issued by such Issuing Bank from the same Applicable Margin used to determine the interest rate applicable to Eurodollar Loans on the average daily amount date of such Lender’s LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from issuance through and including the expiration date of this Agreement 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 amount available to but excluding be drawn under such Letter of Credit on the later basis of a year of 365/366 days for the date actual number of days elapsed, shall be payable quarterly in arrears on which such Lender’s Commitment terminates and the date third Business Day after the end of each fiscal quarter commencing December 31, 2019, 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 rateExpiration Date and thereafter on demand (provided, (ii) to the Issuing Bank that if such day is not a fronting feeBusiness Day, 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 day of March, June, September and December of each year fee shall be payable on the third next Business Day following Day), and shall be fully earned when due and non-refundable when paid. For purposes of computing the daily amount available to be drawn under any Letter of Credit, the amount of such last dayLetter of Credit shall be determined in accordance with Section 1.5. In addition, commencing the Company shall pay directly to the applicable Issuing Bank for its own account the customary issuance, presentation, amendment and other processing fees, and other standard costs and charges, of 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 first such date to occur after stated amount (reduced by the amount of any draws) of any outstanding Letters of Credit for each day from the date of this Agreementissuance 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 that all such fees shall be payable on the Termination Date and any such fees accruing after the Termination Date shall be payable on demand. Any other fees payable Cash Collateral reasonably satisfactory to the Issuing Bank pursuant to this Section 3.05(b2.15(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 within ten days after demandto 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. All participation fees and fronting fees 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 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 365 365/366 days (or 366 days in a leap year), and shall be payable for the actual number of days elapsed (including elapsed, shall be payable quarterly in arrears for each quarter on the first day but excluding third Business Day after the last day)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 shall pay the following fees in respect of the LC Facilities (collectively, the “Letters of Credit Fees”): (i) a commitment fee equal to the Administrative Agent for the account sum of each Lender, a participation fee with respect to its participations in Letters of Credit, 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 Disbursementsx) 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 20.75% 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 daily average daily amount Unutilized Commitment of the LC Exposure each TALC Participating Bank plus (excluding any portion thereof attributable to unreimbursed LC Disbursementsy) 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) prior to the Issuing BankTerm Conversion Date, for its own account, its standard fees with respect to 0.50% per annum on 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 day of March, June, September and December daily average Unavailable Commitment of each year shall be payable on the third Business Day following such last dayTALC Participating Bank, commencing on the first such date hereof and payable semi-annually in arrears to occur the TALC Participating Banks on (A) each Semi-Annual Date and (B) the last Business Day of the TALC Availability Period; (ii) a commitment fee equal to (x) prior to the Term Conversion Date, 0.50% per annum on the daily average Unavailable Commitment of each DSR Issuing Bank and (y) on and after the date of this Agreement; provided that all such fees shall be payable Term Conversion Date, 0.75% per annum on the Termination daily average Unutilized Commitment of each DSR Issuing Bank, commencing on the date hereof and payable semi-annually in arrears to the DSR Issuing Banks on (A) each Semi-Annual Date and any such fees accruing after (B) the Termination Date shall be payable on demand. Any other fees payable last Business Day of the DSR Availability Period; (iii) a letter of credit fee in respect of the aggregate average daily maximum available amount of all TA Letters of Credit equal to the then‑Applicable Margin on Tranche A Construction Loans or Tranche A Term Loans (as applicable as of the time of determination) bearing interest at the Adjusted LIBO Rate, payable semi-annually in arrears ratably to the TALC Participating Banks on (A) each Semi-Annual Date and (B) the last Business Day of the TALC Availability Period; (iv) a letter of credit fee in respect of the aggregate average daily maximum available amount of all LGIA Letters of Credit equal to the then‑Applicable Margin on Revolving Loans bearing interest at the Adjusted LIBO Rate, payable semi-annually in arrears to the LGIA Issuing Bank pursuant on (A) each Semi-Annual Date and (B) the last Business Day of the Revolver Availability Period; (v) a letter of credit fee in respect of the aggregate average daily maximum available amount of each DSR Letters of Credit equal to this Section 3.05(b) shall be payable within ten days after demand. All participation fees and fronting fees shall be computed the then‑Applicable Margin on the basis of a year of 360 days, unless such computation would exceed Tranche B Term Loans bearing interest at the Highest Lawful Adjusted LIBO Rate, payable semi-annually in which case interest shall be computed arrears to the relevant DSR Issuing Bank on (A) each Semi-Annual Date and (B) the basis last Business Day of the DSR Availability Period; and (vi) a year fronting fee in respect of 365 days each issued TA Letter of Credit equal to 0.20% of the undrawn stated amount of such TA Letter of Credit held by the TALC Participating Banks in accordance with Section 3.25(g) (or 366 days in a leap yearother than the TALC Issuing Bank), payable semi-annually in arrears to the TALC Issuing Bank on (A) each Semi-Annual Date and shall be payable for the actual number of days elapsed (including the first day but excluding B) the last day)Business Day of the TALC Availability Period.

Letter of Credit Fees. The Borrower agrees to pay (i) to the Administrative Agent for the account of each Lender, Lender a participation fee with respect to its participations in Letters of CreditCredit of each Class of Commitments, which shall accrue at a rate per annum equal to the same Applicable Margin used to determine the interest rate applicable to Eurodollar interest on Term Benchmark Loans (or, if such Letter of Credit is denominated in Sterling, 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), following receipt of an invoice from the Administrative Agent, during the period from and including the Effective Date to but excluding the later of the 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 fronting fee, which shall accrue at the rate equal to 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) applicable 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 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 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 as well as each Issuing Bank, for its own account, its ’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 day of March, June, September and December of each year Quarterly Date shall be payable in arrears on the third (3rd) Business Day following such last dayQuarterly Date, commencing on the first such date to occur after the date of this AgreementEffective Date; provided that that, all such fees with respect to the Letters of Credit shall be payable on the Termination Date and the Borrower shall pay any such fees accruing that have accrued and that are unpaid on the Termination Date and, in the event any Letters of Credit shall be outstanding that have expiration dates after the Termination Date, the Borrower shall prepay on the Termination Date the full amount of 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 scheduled to expire (and, in that connection, the Lenders agree not later than the date five (5) Business Days after the date upon which the last such Letter of Credit shall expire or be payable on demandterminated 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 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 the an Issuing Bank pursuant to this Section 3.05(bparagraph (b) shall be payable within ten days (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 366 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). Any fees representing the Borrower’s reimbursement obligations of expenses, to the extent the requirements of an invoice are not otherwise specified in this Agreement, shall be due (subject to the other terms and conditions contained herein) within ten (10) Business Days of the date that the Borrower receives from the Administrative Agent a reasonably detailed invoice for such reimbursement obligations.

Letter of Credit Fees. The Borrower agrees to pay (i) to the Administrative Agent for the account of each Lender, Lender a participation fee with respect to its participations in Letters of Credit, 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 '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 '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%) 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, quarter and (iii) to the 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 day of March, June, September and December of each year shall be payable on the third Business Day following such last day, commencing on the first such date to occur after the date of this AgreementAgreement and fronting fees with respect to any Letter of Credit shall be payable at the time of issuance of such Letter of Credit; provided that all such fees shall be payable on the Termination Date and any such fees accruing after the Termination Date shall be payable on demand. Any other fees payable to the an 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 such fees shall be computed on the basis of a year of 365 days (or 366 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).

Letter of Credit Fees. The Borrower agrees to pay (i) to the Administrative Agent for the account of each Lender, Lender (other than a Defaulting Lender to the extent set forth in Section 4.05) a participation fee with respect to its participations in Letters of Credit, 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(c)) on the average daily amount of such Lender’s LC Exposure (excluding any portion thereof attributable to unreimbursed LC DisbursementsDisbursements 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; 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 agreed to in the Fee Letter on the average daily amount of the LC Exposure attributable to the 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 no event shall such fee be less than $500 during any quarter, 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 day Business Day of March, June, September and December of each year shall be payable on the third first Business Day of the immediately following such last dayJanuary, April, July and October, commencing on the first such date to occur after the date of this Agreement; provided that all such fees shall be payable on the Termination Date and any such fees accruing after the Termination Date shall be payable on demand. Any other fees payable to the Issuing Bank pursuant to this Section 3.05(b3.05(b)(iii) 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 366 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).

Letter of Credit Fees. (a) The Borrower agrees to Company shall pay (i) to the Administrative Agent for the account of each Lender, of the Lenders a participation letter of credit fee with respect to its participations in the Tranche A Letters of Credit, which shall accrue at Credit equal to the same Applicable Margin used to determine the interest rate applicable to margin above LIBOR then in effect under Section 2.09 for Tranche A Eurodollar Loans for each day such Tranche A Letters of Credit are outstanding, computed on a quarterly basis in arrears on the average daily amount last Business Day of such Lender’s LC Exposure (excluding any portion thereof attributable each calendar quarter and based upon Tranche A Letters of Credit outstanding for that quarter as calculated by the Agent. The Company shall pay to unreimbursed LC Disbursements) during the period from and including Agent for the date account of this Agreement to but excluding the later each 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 Lenders a letter of Default has occurred and is continuing during such period, the Letter of Credit participation credit 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 Tranche B Letters of Credit or processing 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 drawings thereunder. Participation fees and fronting fees accrued through and including Credit are outstanding, computed on a quarterly basis in arrears on the last day of March, June, September and December Business Day of each year 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 third last Business Day following such last dayof 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 Tranche B Termination Date (or such later date upon which the outstanding Letters of this Agreement; provided that all such fees Credit shall expire), with the final payment to be payable made on the Tranche A Termination Date (or such later expiration date), in the case of Tranche A Letters of Credit and any such fees accruing after on the Tranche B Termination Date (or such later expiration date), in the case of Tranche B Letters of Credit. (b) The Company shall be payable on demand. Any other fees payable pay to the Issuing Bank pursuant a letter of credit fronting fee for each Letter of Credit Issued by the Issuing Bank equal to this Section 3.05(b0.125% 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 within ten days after demand. All participation fees and fronting fees shall be computed on the basis each date of Issuance of a year Letter of 360 daysCredit. sf712790 30 (c) The Company shall pay to the Issuing Bank from time to time on demand the normal issuance, unless such computation would exceed the Highest Lawful Ratepresentation, in which case interest shall be computed on the basis of a year of 365 days (or 366 days in a leap year)amendment and other processing fees, and shall be payable for other standard costs and charges, of the actual number Issuing Bank relating to standby letters of days elapsed (including the first day but excluding the last day)credit as from time to time in effect.