Common use of Letter of Credit Fees Clause in Contracts

Letter of Credit Fees. The Borrower shall pay to the Administrative Agent for the account of the Revolving Credit Lenders for the applicable Revolving Credit Facility (in accordance with their Pro Rata Share or other applicable share provided for under this Agreement) a Letter of Credit fee in Dollars for each Letter of Credit issued pursuant to this Agreement equal to the Applicable Rate for Revolving Credit Loans times the Dollar Equivalent of the daily maximum amount then available to be drawn under such Letter of Credit (whether or not such maximum amount is then in effect under such Letter of Credit if such maximum amount increases periodically pursuant to the terms of such Letter of Credit); provided, however, any Letter of Credit fees otherwise payable for the account of a Defaulting Lender with respect to any Letter of Credit as to which such Defaulting Lender has not provided Cash Collateral satisfactory to the L/C Issuer pursuant to this Section 2.03 shall be payable, to the maximum extent permitted by applicable Law, to the other Lenders in accordance with the upward adjustments in their respective Pro Rata Shares allocable to such Letter of Credit pursuant to Section 2.17(a)(iv), with the balance of such fee, if any, payable to the L/C Issuer for its own account. Such Letter of Credit fees shall be computed on a quarterly basis in arrears. Such Letter of Credit fees shall be due and payable in Dollars on the first Business Day after the end of each March, June, September and December, commencing with the first such date to occur after the issuance of such Letter of Credit, on the Letter of Credit Expiration Date and thereafter on demand. If there is any change in any Applicable Rate for Revolving Credit Loans during any quarter, the daily maximum amount of each Letter of Credit shall be computed and multiplied by such Applicable Rate separately for each period during such quarter that such Applicable Rate was in effect.

Letter of Credit Fees. The Borrower shall pay to the Administrative Agent for the account of the Revolving Credit Lenders for the applicable Revolving Credit Facility (in accordance with their Pro Rata Share or other applicable share provided for under this Agreement) a Letter of Credit fee in Dollars for each Letter of Credit issued pursuant to this Agreement equal to the Applicable Rate for Revolving Credit Loans times the Dollar Equivalent of the daily maximum amount then available to be drawn under such Letter of Credit (whether or not such maximum amount is then in effect under such Letter of Credit if such maximum amount increases periodically pursuant to the terms of such Letter of Credit); provided, however, any Letter of Credit fees otherwise payable for the account of a Defaulting Lender with respect to any Letter of Credit as to which such Defaulting Lender has not provided Cash Collateral satisfactory to the L/C Issuer pursuant to this Section 2.03 shall be payable, to the maximum extent permitted by applicable Law, to the other Lenders in accordance with the upward adjustments in their respective Pro Rata Shares allocable to such Letter of Credit pursuant to Section 2.17(a)(iv), with the balance of such fee, if any, payable to the L/C Issuer for its own account. Such Letter of Credit fees shall be computed on a quarterly basis in arrears. Such Letter of Credit fees shall be due and payable in Dollars on the first last Business Day after the end of each March, June, September and December, commencing with the first such date to occur after the issuance of such Letter of Credit, on the Letter of Credit Expiration Date and thereafter on demand. If there is any change in any Applicable Rate for Revolving Credit Loans during any quarter, the daily maximum amount of each Letter of Credit shall be computed and multiplied by such Applicable Rate separately for each period during such quarter that such Applicable Rate was in effect.

Letter of Credit Fees. The Borrower shall pay to the Administrative Agent for the account of the Revolving Credit Lenders for the applicable Revolving Credit Facility (in accordance with their Pro Rata Share or other applicable share provided for under this Agreement) a Letter of Credit fee in Dollars for each Letter of Credit issued pursuant to this Agreement equal to the Applicable Rate for Revolving Credit Loans times the Dollar Equivalent of the daily maximum amount then available to be drawn under such Letter of Credit (whether or not such maximum amount is then in effect under such Letter of Credit if such maximum amount increases periodically pursuant to the terms of such Letter of Credit); provided, however, any Letter of Credit fees otherwise payable for the account of a Defaulting Lender with respect to any Letter of Credit as to which such Defaulting Lender has not provided Cash Collateral satisfactory to the L/C Issuer pursuant to this Section 2.03 shall be payable, to the maximum extent permitted by applicable Law, to the other Lenders in accordance with the upward adjustments in their respective Pro Rata Shares allocable to such Letter of Credit pursuant to Section 2.17(a)(iv), with the balance of such fee, if any, payable to the L/C Issuer for its own account. Such Letter of Credit fees shall be computed on a quarterly basis in arrears. Such Letter of Credit fees shall be due and payable in Dollars on the first last Business Day after the end of each March, June, September and December, commencing with the first such date to occur after the issuance of such Letter of Credit, on the Letter of Credit Expiration Date and thereafter on demand. If there is any change in any Applicable Rate for Revolving Credit Loans during any quarter, the daily maximum amount of each Letter of Credit shall be computed and multiplied by such Applicable Rate separately for each period during such quarter that such Applicable Rate was in effect.

Letter of Credit Fees. The Borrower shall (i) Each U.S. Revolving Credit Borrower, in the case of the Letters of Credit issued for the account of a U.S. Revolving Credit Borrower, hereby jointly and severally agrees and (ii) each Foreign Borrower, in the case of the Letters of Credit issued for the account of a Foreign Borrower, hereby jointly and severally agrees, in each case, to pay to the Administrative Agent for the account of the each Revolving Credit Lenders for the applicable Revolving Credit Facility (Lender in accordance with their Pro Rata Share or other applicable share provided for under this Agreement) its Applicable Percentage, in U.S. Dollars, a Letter of Credit fee in Dollars for each (the “Letter of Credit issued pursuant to this Agreement Fee”) for each commercial, performance or standby Letter of Credit, as the case may be, equal to the Applicable Rate for Revolving Credit Loans times the U.S. Dollar Equivalent of the daily maximum amount then available to be drawn under such Letter of Credit (whether or not such maximum amount is then in effect under such Letter of Credit if such maximum amount increases periodically pursuant to the terms of such Letter of Credit); provided, however, provided that any Letter of Credit fees Fees otherwise payable for the account of a Defaulting Lender with respect to any Letter of Credit as to which such Defaulting Lender has not provided Cash Collateral satisfactory to the L/C Issuer pursuant to this Section 2.03 shall be payable, to the maximum extent permitted by applicable Law, to the other Revolving Credit Lenders in accordance with the upward adjustments in their respective Pro Rata Shares Applicable Percentages allocable to such Letter of Credit pursuant to Section 2.17(a)(iv2.16(a)(iv), with the balance of such fee, if any, payable to the L/C Issuer for its own account. Such For purposes of computing the daily amount available to be drawn under any Letter of Credit, the amount of such Letter of Credit fees shall be computed determined in accordance with Section 1.06; provided that with respect to all Existing Letters of Credit, the Administrative Agent shall be entitled to rely conclusively on a quarterly basis in arrearsthe most recent information provided with respect to such Existing Letters of Credit pursuant to Section 2.03(l). Such Letter of Credit fees Fees shall be (A) due and payable in Dollars on the first Business Day after the end of each MarchJanuary, JuneApril, September July and DecemberOctober, commencing with the first such date to occur after the issuance of such Letter of Credit, on the Letter of Credit Expiration Date and thereafter on demanddemand and (B) computed on a quarterly basis in arrears. If there is any change in any the Applicable Rate for Revolving Credit Loans during any quarter, the daily maximum amount of available to be drawn under each Letter of Credit shall be computed and multiplied by such the Applicable Rate separately for each period during such quarter that such Applicable Rate was in effect.

Letter of Credit Fees. The Borrower shall pay to the Administrative Agent a fee (the "Letter of Credit Fee") for each day at a rate per annum equal to the Applicable Percentage for the Letter of Credit Fee for such day plus the Applicable Utilization Fee for such day, if any. The Letter of Credit Fee shall accrue from and including the Effective Date to but excluding the last day of the Availability Period on the aggregate amount available for drawing under any Letters of Credit outstanding on such day and shall be payable for the account of the Revolving Credit Lenders for ratably in proportion to their participations in such Letter(s) of Credit. In addition, the applicable Revolving Credit Facility Borrower shall pay to each Issuing Lender a fee (the "Fronting Fee") in accordance with their Pro Rata Share or other applicable share provided for under this Agreement) a Letter respect of Credit fee in Dollars for each Letter of Credit issued pursuant to this Agreement equal to by such Issuing Lender computed at the Applicable Rate rate of .125% per annum on the average amount available for Revolving Credit Loans times the Dollar Equivalent of the daily maximum amount then available to be drawn drawing under such Letter of Credit (whether or not such maximum amount is then in effect under such Letter of Credit if such maximum amount increases periodically pursuant to the terms of such Letter Letter(s) of Credit); provided, however, any Letter of Credit fees otherwise payable for the account of a Defaulting Lender with respect to any Letter of Credit as to which such Defaulting Lender has not provided Cash Collateral satisfactory to the L/C Issuer pursuant to this Section 2.03 shall be payable, to the maximum extent permitted by applicable Law, to the other Lenders in accordance with the upward adjustments in their respective Pro Rata Shares allocable to such Letter of Credit pursuant to Section 2.17(a)(iv), with the balance of such fee, if any, payable to the L/C Issuer for its own account. Such Letter of Credit fees shall be computed on a quarterly basis in arrears. Such Letter of Credit fees Fronting Fees shall be due and payable quarterly in Dollars arrears on each Quarterly Date and upon the first Business Day day after the end Revolving Termination Date upon which no Letters of Credit remain outstanding. In addition, the Borrower agrees to pay to each MarchIssuing Lender, Juneupon each issuance of, September and Decemberpayment under, commencing with the first such date to occur after the issuance of such and/or amendment of, a Letter of Credit, on such amount as shall at the Letter time of Credit Expiration Date such issuance, payment or amendment be the administrative charges and thereafter on demand. If there expenses which such Issuing Lender is any change in any Applicable Rate customarily charging for Revolving Credit Loans during any quarterissuances of, the daily maximum amount payments under, or amendments to letters of each Letter of Credit shall be computed and multiplied credit issued by such Applicable Rate separately for each period during such quarter that such Applicable Rate was in effectit.

Letter of Credit Fees. The Borrower shall pay to the Administrative Agent for the account of the each Revolving Credit Lenders for the applicable Revolving Credit Facility (Lender in accordance with their its Pro Rata Share or other applicable share provided for under this Agreement) Share, in Dollars, a Letter of Credit fee in Dollars (the “Letter of Credit Fee”) for each Letter of Credit issued pursuant to this Agreement equal to the product of (i) Applicable Rate for Revolving Letter of Credit Loans times fees and (ii) the Dollar Equivalent of the daily maximum amount then available to be drawn under such Letter of Credit (whether or not such maximum amount is then in effect under such Letter of Credit if such maximum amount increases periodically pursuant to the terms of such Letter of Credit); provided, however, any Letter of Credit fees Fees otherwise payable for the account of a Defaulting Lender with respect to any Letter of Credit as to which such Defaulting Lender has not provided Cash Collateral satisfactory to the relevant L/C Issuer pursuant to this Section 2.03 2.17 shall be payable, to the maximum extent permitted by applicable Law, to the other Lenders in accordance with the upward adjustments in their respective Pro Rata Shares Share allocable to such Letter of Credit pursuant to Section 2.17(a)(iv2.16(a)(iv), with the balance of such fee, if any, payable to the such L/C Issuer for its own account. Such Letter of Credit fees Fee shall be computed on a quarterly basis in arrears. For purposes of computing the daily amount available to be drawn under any Letter of Credit, the amount of such Letter of Credit shall be determined in accordance with Section 1.09. Such Letter of Credit fees Fee shall be due and payable in Dollars on the first Business Day after the end of each March, June, September and December, commencing with the first such date to occur after the issuance of such Letter of Credit, on the Letter of Credit Expiration Date and thereafter on demand. If there is any change in any the Applicable Rate for Revolving Credit Loans during any quarter, the daily maximum amount of each Letter of Credit shall be computed and multiplied by such the Applicable Rate separately for each period during such quarter that such Applicable Rate was in effect.

Letter of Credit Fees. The Borrower shall agrees to pay to the Administrative Agent for the account of the each Revolving Credit Lenders Lender a letter of credit fee at a rate per annum equal to the Applicable Margin for the applicable Revolving Credit Facility (in accordance with their Pro Rata Share or other applicable share provided for under this Agreement) a Letter Loans that are LIBOR Loans times the daily average Stated Amount of Credit fee in Dollars for each Letter of Credit issued pursuant to this Agreement equal to for the Applicable Rate for Revolving Credit Loans times period from and including the Dollar Equivalent date of the daily maximum amount then available to be drawn under issuance of such Letter of Credit (whether or not such maximum amount is then in effect under x) to and including the date such Letter of Credit if expires or is cancelled or (y) to but excluding the date such maximum amount increases periodically pursuant Letter of Credit is drawn in full. The fee provided for in the immediately preceding sentence shall be nonrefundable and payable in arrears (i) quarterly on the first day of each January, April, July and October, (ii) on the Revolving Credit Maturity Date, (iii) on the date the 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 Borrower shall pay to the terms applicable Issuing Bank solely for its own account prior to the issuance of each Letter of Credit, a nonrefundable fronting fee in respect of each Letter of Credit at a per annum rate agreed between the Borrower and such Issuing Bank of the Stated Amount of such Letter of Credit); provided. The Borrower shall pay directly to such Issuing Bank from time to time on demand all commissions, howevercharges, any Letter of Credit fees otherwise payable for costs and expenses in the account of a Defaulting Lender amounts customarily charged by such Issuing Bank from time to time in like circumstances with respect to any Letter of Credit as to which such Defaulting Lender has not provided Cash Collateral satisfactory to the L/C Issuer pursuant to this Section 2.03 shall be payable, to the maximum extent permitted by applicable Law, to the other Lenders in accordance with the upward adjustments in their respective Pro Rata Shares allocable to such Letter of Credit pursuant to Section 2.17(a)(iv), with the balance of such fee, if any, payable to the L/C Issuer for its own account. Such Letter of Credit fees shall be computed on a quarterly basis in arrears. Such Letter of Credit fees shall be due and payable in Dollars on the first Business Day after the end of each March, June, September and December, commencing with the first such date to occur after the issuance of such each Letter of Credit, on the Letter of Credit Expiration Date and thereafter on demand. If there is any change in any Applicable Rate for Revolving Credit Loans during any quarterdrawings, the daily maximum amount of each Letter of Credit shall be computed and multiplied by such Applicable Rate separately for each period during such quarter that such Applicable Rate was in effectamendments, renewals, extensions or other transactions relating thereto.

Letter of Credit Fees. The Borrower Borrowers shall pay to the Administrative Agent for the account of the each Participating Revolving Credit Lenders for the applicable Revolving Credit Facility (Lender in accordance with their its Pro Rata Share or other applicable share provided for under this Agreement) Agreement a Letter of Credit fee in Dollars for each Letter of Credit issued pursuant to this Agreement equal to the Applicable Rate for Revolving Credit Loans Margin times the Dollar Equivalent of the daily maximum amount then available to be drawn under such Letter of Credit (whether or not such maximum amount is then in effect under such Letter of Credit if such maximum amount increases periodically pursuant to the terms of such Letter of Credit); provided, however, any Letter of Credit fees otherwise payable for the account of a Defaulting Lender with respect to any Letter of Credit as to which such Defaulting Lender has not provided Cash Collateral satisfactory to the L/C Issuer pursuant to this Section 2.03 shall be payable, to the maximum extent permitted by applicable Law, to the other Lenders in accordance with the upward adjustments in their respective Pro Rata Shares allocable to such Letter of Credit pursuant to Section 2.17(a)(iv2.19(a)(iv), with the balance of such fee, if any, payable to the L/C Issuer for its own account. Such Letter of Credit fees shall be computed on a quarterly basis in arrears. Such Letter of Credit fees shall be due and payable in Dollars on the first last Business Day after the end of each March, June, September and December, commencing with the first such date to occur after the issuance of such Letter of Credit, on the applicable Letter of Credit Expiration Date and thereafter on demand. If there is any change in any the Applicable Rate for Revolving Credit Loans Margin during any quarter, the daily maximum amount of each Letter of Credit shall be computed and multiplied by such the Applicable Rate Margin separately for each period during such quarter that such Applicable Rate Margin was in effect.

Letter of Credit Fees. The Borrower shall pay to the Administrative Agent for the account of the each Revolving Credit Lenders Lender in accordance with its Applicable Revolving Credit Percentage of the applicable Revolving Credit Facility, in U.S. Dollars, a Letter of Credit fee (the “Letter of Credit Fee”) for each Letter of Credit equal to the Applicable Rate of the applicable Revolving Credit Facility (in accordance with their Pro Rata Share or other applicable share provided for under this Agreement) a Letter of Credit fee in Dollars for each Letter of Credit issued pursuant to this Agreement equal to the Applicable Rate for Revolving Credit Loans times the U.S. Dollar Equivalent determined as of the last Business Day of each March, June, September and December of the daily maximum amount then available to be drawn under such Letter of Credit (whether or not such maximum amount is then in effect under such Letter of Credit if such maximum amount increases periodically pursuant to the terms of such Letter of Credit); provided, however, provided that any Letter of Credit fees Fees otherwise payable for the account of a Defaulting Lender with respect to any Letter of Credit as to which such Defaulting Lender has not provided Cash Collateral satisfactory to the applicable L/C Issuer pursuant to this Section 2.03 shall be payable, to the maximum extent permitted by applicable Law, to the other Revolving Credit Lenders in accordance with the upward adjustments in their respective Pro Rata Shares Applicable Percentages allocable to such Letter of Credit pursuant to Section 2.17(a)(iv2.16(a)(iv), with the balance of such fee, if any, payable to the applicable L/C Issuer for its own account. Such For purposes of computing the daily amount available to be drawn under any Letter of Credit, the amount of such Letter of Credit fees shall be computed on a quarterly basis determined in arrearsaccordance with Section 1.06. Such Letter of Credit fees Fees shall be (i) due and payable in Dollars on the first last Business Day after the end of each March, June, September and December, commencing with the first such date to occur after the issuance of such Letter of Credit, on the Letter of Credit Expiration Date and thereafter on demanddemand and (ii) computed on a quarterly basis in arrears. If there is any change in any the Applicable Rate for Revolving Credit Loans during any quarter, the daily maximum amount of available to be drawn under each Letter of Credit shall be computed and multiplied by such the Applicable Rate separately for each period during such quarter that such Applicable Rate was in effect.

Letter of Credit Fees. The Borrower Borrowers shall pay to the Administrative Agent for the account of the each Revolving Credit Lenders for the applicable Revolving Credit Facility (Lender in accordance with their its Pro Rata Share or other applicable share provided for under this Agreement) Share, a Letter of Credit fee in Dollars which shall accrue for each Letter of Credit issued pursuant to this Agreement of each Tranche in an amount equal to the Applicable Rate then in effect for Eurocurrency Rate Loans with respect to the Revolving Credit Loans times the Dollar Equivalent of Facility multiplied by the daily maximum amount then available to be drawn under such Letter of Credit (whether or not such maximum amount is then in effect under such Letter of Credit if such maximum amount increases periodically pursuant to the terms of such Letter of Credit); provided, however, that any Letter of Credit fees otherwise payable for the account of a Defaulting Lender with respect to any Letter of Credit as to which such Defaulting Lender has not provided Cash Collateral satisfactory to the applicable L/C Issuer pursuant to this Section 2.03 shall be payable, to the maximum extent permitted by applicable Law, to the other Lenders under the applicable Tranche in accordance with the upward adjustments in their respective Pro Rata Shares allocable to such Letter of Credit pursuant to Section 2.17(a)(iv), with the balance of such fee, if any, payable to the applicable L/C Issuer for its own account. Such Letter of Credit fees shall be computed on a quarterly basis in arrears. Such Letter of Credit fees arrears and shall be due and payable in Dollars on the first last Business Day after the end of each Marchfiscal quarter, Junein respect of the quarterly period then ending (or portion thereof, September and Decemberin the case of the first payment), commencing with the first such date to occur after the issuance of such Letter of Credit, on the Letter of Credit Expiration Date and thereafter on demand. If there is any change in any the Applicable Rate for Revolving Credit Loans during any quarter, the daily maximum amount of each Letter of Credit shall be computed and multiplied by such the Applicable Rate separately for each period during such quarter that such Applicable Rate was in effect. Each payment of fees under this clause (i) on any Letters of Credit shall be made in Dollars.

Letter of Credit Fees. The Borrower shall pay to the Administrative Agent for the account of the each Participating Revolving Credit Lenders for the applicable Revolving Credit Facility (Lender in accordance with their its Pro Rata Share or other applicable share provided for under this Agreement) a Letter of Credit fee in Dollars for each Letter of Credit issued pursuant to this Agreement equal to the Applicable Rate Margin then in effect for Eurodollar Loans that are Revolving Credit Loans times the Dollar Equivalent of the daily maximum amount then available to be drawn under such Letter of Credit (whether or not such maximum amount is then in effect under such Letter of Credit if such maximum amount increases periodically pursuant to the terms of such Letter of Credit); provided, however, any Letter of Credit fees otherwise payable for the account of a Defaulting Lender with respect to any Letter of Credit as to which such Defaulting Lender has not provided Cash Collateral satisfactory to the L/C Issuer pursuant to this Section 2.03 2.26 shall be payable, to the maximum extent permitted by applicable Law, to the other Lenders in accordance with the upward adjustments in their respective Pro Rata Shares Share allocable to such Letter of Credit pursuant to Section 2.17(a)(iv)2.25, with the balance of such fee, if any, payable to the L/C Issuer for its own account. Such Letter of Credit fees shall be computed on a quarterly basis in arrears. Such Letter of Credit fees shall be due and payable in Dollars on the first Business Day after the end 15th day of each Marchof April, JuneJuly, September October and DecemberJanuary, commencing with the first such date to occur after the issuance of such Letter of Credit, on the applicable Letter of Credit Expiration Date and thereafter on demanddemand provided that if any such day is not a Business Day, payment shall be due on the next succeeding Business Day. If there is any change in any Applicable the applicable Rate for Revolving Credit Loans during any quarter, the daily maximum amount of each Letter of Credit shall be computed and multiplied by such Applicable the applicable Rate separately for each period during such quarter that such Applicable applicable Rate was in effect.

Letter of Credit Fees. The In consideration of LC Issuer’s issuance of any Letter of Credit, Borrower shall agrees to pay to the Administrative Agent Agent, for the account of the Revolving Credit all Lenders for the applicable Revolving Credit Facility (in accordance with their Pro Rata Share or other applicable share provided for under this Agreement) respective Percentage Shares, a letter of credit issuance fee equal to the Letter of Credit Fee Rate then in effect (which shall be increased by two percent (2%) per annum during any period in which interest on the Loans would accrue at the Default Rate), and (b) to such LC Issuer for its own account, a letter of credit fronting fee in Dollars for each Letter of Credit issued pursuant to this Agreement at a rate equal to the Applicable Rate for Revolving Credit Loans one-eighth of one percent (0.125%) per annum times the Dollar Equivalent face amount of the daily maximum amount then available to be drawn under such Letter of Credit (whether or not such maximum amount is then but in effect under such Letter of Credit if such maximum amount increases periodically pursuant to the terms of such Letter of Creditno event less than $500 per annum); provided, however, any Letter of Credit fees Fees otherwise payable for the account of a Defaulting Lender with respect to any Letter of Credit as to which such Defaulting Lender has not provided Cash Collateral satisfactory to the L/C LC Issuer pursuant to this Section 2.03 2.11 shall be payable, to the maximum extent permitted by applicable Law, to the other Lenders in accordance with the upward adjustments in their respective Pro Rata Shares Percentages Share allocable to such Letter of Credit pursuant to Section 2.17(a)(iv2.18(a)(iv), with the balance of such fee, if any, payable to the L/C LC Issuer for its own accountaccount (except such fee on such balance shall be proportionately reduced to the extent Borrower has Cash Collateralized such balance or a part thereof). Such In addition, Borrower will pay to LC Issuer LC Issuer’s customary fees for issuance, amendment and drawing of each Letter of Credit fees shall Credit. The letter of credit fee and the letter of credit fronting fee will be computed calculated based on a quarterly basis in arrears. Such Letter the face amount of all Letters of Credit fees shall outstanding on each day at the above applicable rate and will be due and payable quarterly in Dollars arrears on the first last Business Day after the end of each March, June, September and December, commencing with the first such date to occur after the issuance of such Letter of Credit, on the Letter of Credit Expiration Date and thereafter on demand. If there is any change in any Applicable Rate for Revolving Credit Loans during any quarter, the daily maximum amount of each Letter of Credit shall be computed and multiplied by such Applicable Rate separately for each period during such quarter that such Applicable Rate was in effect.

Letter of Credit Fees. The Borrower shall pay to the Administrative Agent for the account of the each Revolving Credit Lenders for the applicable Revolving Credit Facility (Lender in accordance with their its applicable Pro Rata Share or other applicable share provided for under this Agreement) Share, a Letter of Credit fee in Dollars which shall accrue for each Letter of Credit issued pursuant to this Agreement on the principal amount thereof in an amount equal to the Applicable Rate then in effect for SOFR Loans with respect to the Revolving Credit Loans times the Dollar Equivalent of Facility multiplied by the daily maximum amount then available to be drawn under such Letter of Credit (whether or not such maximum amount is then in effect under such Letter of Credit if such maximum amount increases periodically automatically pursuant to the terms of such Letter of Credit); provided, however, that any Letter of Credit fees otherwise payable for the account of a Defaulting Lender with respect to any Letter of Credit as to which such Defaulting Lender has not provided Cash Collateral satisfactory to the applicable L/C Issuer pursuant to this Section 2.03 shall be payable, to the maximum extent permitted by applicable Law, to the other Revolving Credit Lenders in accordance with the upward adjustments in their respective applicable Pro Rata Shares allocable to such Letter of Credit pursuant to Section 2.17(a)(iv), with the balance of such fee, if any, payable to the applicable L/C Issuer for its own account. Such Letter of Credit fees shall be computed on a quarterly basis in arrears. Such Letter of Credit fees arrears and shall be due and payable in Dollars on the first last Business Day after the end of each Marchfiscal quarter, Junein respect of the quarterly period then ending (or portion thereof, September and Decemberin the case of the first payment), commencing with the first such date to occur after the issuance of such Letter of Credit, on the Letter of Credit Expiration Date and thereafter on demand. If there is any change in any the Applicable Rate for Revolving Credit Loans during any quarter, the daily maximum amount of each Letter of Credit shall be computed and multiplied by such the Applicable Rate separately for each period during such quarter that such Applicable Rate was in effect.

Letter of Credit Fees. The Upon the issuance of each Letter of Credit and until termination, cancellation or expiration of such Letter of Credit, the Borrower shall agrees to pay to the Administrative Agent Agent, for the account of the Revolving Credit Lenders for the applicable Revolving Credit Facility (ratably in accordance with their respective Pro Rata Share or other applicable share provided for under this Agreement) Shares, with respect to such Letter of Credit, a letter of credit fee (the “Letter of Credit fee in Dollars for each Fee”) at a per annum rate equal to the Letter of Credit issued pursuant Fee Rate in effect from time to this Agreement equal to the Applicable Rate for Revolving Credit Loans times the Dollar Equivalent of time multiplied by the daily maximum amount then available to be drawn under such Letter of Credit (whether or not Credit, such maximum amount is then fee to be payable in effect under such Letter of Credit arrears on each Payment Date, on the Facility Termination Date and, if such maximum amount increases periodically pursuant to the terms of such Letter of Credit)applicable, thereafter on demand; provided, however, any Letter of Credit fees Fees otherwise payable for the account of a Defaulting Lender with respect to any Letter of Credit as to which such Defaulting Lender has not provided Cash Collateral satisfactory to the L/C applicable Issuer pursuant to this Section 2.03 2.19 shall be payable, to the maximum extent permitted by applicable Law, to the other Lenders in accordance with the upward adjustments in their respective Pro Rata Shares allocable to such Letter of Credit pursuant to Section 2.17(a)(iv2.23(a)(iv), with the balance of such fee, if any, payable to the L/C applicable Issuer for its own account. Such The Borrower shall also pay to each Issuer for its own account (x) a fronting fee of 0.20% per annum on the aggregate maximum stated amount for each Letter of Credit fees shall issued by such Issuer and currently outstanding, with such fee to be computed on a quarterly basis in arrears. Such Letter of Credit fees shall be due and payable in Dollars arrears on the first Business Day after following the end of each March, June, September and December, commencing and (y) documentary and processing charges in connection with the first such date to occur after the issuance or Modification of such Letter of Credit, on the Letter and draws under Letters of Credit Expiration Date and thereafter on demand. If there is any change in any Applicable Rate accordance with such Issuer’s standard schedule for Revolving Credit Loans during any quarter, the daily maximum amount of each Letter of Credit shall be computed and multiplied by such Applicable Rate separately for each period during such quarter that such Applicable Rate was charges as in effecteffect from time to time.

Letter of Credit Fees. The Borrower Borrowers shall pay to the Administrative Agent for the account of the each Revolving Credit Lenders for the applicable Revolving Credit Facility (Lender in accordance with their its applicable Pro Rata Share or other applicable share provided for under this Agreement) Share, a Letter of Credit fee in Dollars which shall accrue for each Letter of Credit issued pursuant to this Agreement in an amount equal to the Applicable Rate then in effect for Eurocurrency Rate Loans with respect to the Revolving Credit Loans times the Dollar Equivalent of Facility multiplied by the daily maximum Dollar Equivalent 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 automatically pursuant to the terms of such Letter of Credit); provided, however, that any Letter of Credit fees otherwise payable for the account of a Defaulting Lender with respect to any Letter of Credit as to which such Defaulting Lender has not provided Cash Collateral satisfactory to the applicable L/C Issuer pursuant to this Section 2.03 shall be payable, to the maximum extent permitted by applicable Law, to the other Revolving Credit Lenders in accordance with the upward adjustments in their respective applicable Pro Rata Shares allocable to such Letter of Credit pursuant to Section 2.17(a)(iv), ) with the balance of such fee, if any, payable to the applicable L/C Issuer for its own account. Such Letter of Credit fees shall be computed on a quarterly basis in arrears. Such Letter of Credit fees arrears and shall be due and payable in Dollars on the first last Business Day after the end of each Marchfiscal quarter, Junein respect of the quarterly period then ending (or portion thereof, September and Decemberin the case of the first payment), commencing with the first such date to occur after the issuance of such Letter of Credit, on the Letter of Credit Expiration Date and thereafter on demand. If there is any change in any the Applicable Rate for Revolving Credit Loans during any quarter, the daily maximum amount of each Letter of Credit shall be computed and multiplied by such the Applicable Rate separately for each period during such quarter that such Applicable Rate was in effect.

Letter of Credit Fees. The Borrower shall pay to the Administrative Agent for the account of the each Revolving Credit Lenders for the applicable Revolving Credit Facility (Lender in accordance with their its Pro Rata Share or other applicable share provided for under this Agreement) a Letter of Credit fee in Dollars for each Letter of Credit issued pursuant to this Agreement equal to the Applicable Rate for Revolving Credit Loans times the Dollar Equivalent of the daily maximum amount then available to be drawn under such Letter of Credit (whether or not such maximum amount is then in effect under such Letter of Credit if such maximum amount increases periodically pursuant to the terms of such Letter of Credit); provided, however, provided that any Letter of Credit fees otherwise payable for the account of a Defaulting Lender with respect to any Letter of Credit as to which such Defaulting Lender has not provided Cash Collateral satisfactory to the L/C Issuer pursuant to this Section 2.03 shall be payable, to the maximum extent permitted by applicable Law, to the other Revolving Credit Lenders in accordance with the upward adjustments in their respective Pro Rata Shares allocable to such Letter of Credit pursuant to Section 2.17(a)(iv2.15(a)(iv), with the balance of such fee, if any, payable to the L/C Issuer for its own accountaccount or be applied in reduction of such Letter of Credit fee to the extent such Cash Collateral has been provided by the Borrower in accordance with Section 2.03(a)(ii)(A)(2) or 2.03(f). Such Letter of Credit fees shall be computed on a quarterly basis in arrears. Such Letter of Credit fees arrears and shall be due and payable in Dollars on the first Business Day after the end of each March, June, September and December, commencing with the first such date to occur after the issuance of such Letter of Credit, on the Letter of Credit Expiration Date and thereafter on demand. If there is any change in any the Applicable Rate for Revolving Credit Loans during any quarter, the daily maximum amount of each Letter of Credit shall be computed and multiplied by such the Applicable Rate separately for each period during such quarter that such Applicable Rate was in effect.

Letter of Credit Fees. The Borrower shall pay to the Administrative Agent for the account of the Revolving Credit Lenders for the applicable Revolving Credit Facility (each Lender in accordance with their its Pro Rata Share or other applicable share provided for under this Agreement) Share, a Letter of Credit fee in Dollars for each Letter of Credit issued pursuant to this Agreement equal to the Applicable Rate then in effect for Eurodollar Rate Loans with respect to the Revolving Credit Loans Facility times the Dollar Equivalent of the daily maximum amount then available to be drawn under such Letter of Credit (whether or not such maximum amount is then in effect under such Letter of Credit if such maximum amount increases periodically pursuant to the terms of such Letter of Credit); provided, however, that any Letter of Credit fees Fees otherwise payable for the account of a Defaulting Lender with respect to any Letter of Credit as to which such Defaulting Lender has not provided Cash Collateral satisfactory to the L/C Issuer pursuant to this Section 2.03 shall be payable, to the maximum extent permitted by applicable Law, to the other Lenders in accordance with the upward adjustments in their respective Pro Rata Shares allocable to such Letter of Credit pursuant to Section 2.17(a)(iv2.16(a)(iv), with the balance of such fee, if any, payable to the L/C Issuer for its own account. Such Letter letter of Credit credit fees shall be computed on a quarterly basis in arrears. Such Letter letter of Credit credit fees shall be due and payable in Dollars on the first Business Day (1st) day after the end of each March, June, September and December, commencing with the first such date to occur after the issuance of such Letter of Credit, on the Letter of Credit Expiration Date and thereafter on demand. If there is any change in any Applicable Rate for Revolving Credit Loans during any quarter, the daily maximum amount of each Letter of Credit shall be computed and multiplied by such Applicable Rate separately for each period during such quarter that such Applicable Rate was in effect.

Letter of Credit Fees. The Borrower shall agrees to pay the following amounts with respect to the Administrative Agent for the account Letters of the Revolving Credit Lenders for the applicable Revolving Credit Facility Issued by any Issuer: (in accordance with their Pro Rata Share or other applicable share provided for under this Agreementi) to each Issuer of a Letter of Credit fee in Dollars for Credit, with respect to each Letter of Credit issued pursuant to this Agreement Issued by such Issuer, an issuance fee (the “Issuing Fee”) equal to the Applicable Rate for Revolving Credit Loans times the Dollar Equivalent 0.125% per annum of the daily maximum amount then available from time to time to be drawn under such Letter of Credit (whether or not such maximum amount is then in effect under such Letter of Credit if such maximum amount increases periodically pursuant to the terms of such Letter of Credit); provided, however, any Letter of Credit fees otherwise payable for the account of a Defaulting Lender with respect to any Letter of Credit as to which such Defaulting Lender has not provided Cash Collateral satisfactory to the L/C Issuer pursuant to this Section 2.03 shall be payable, to the maximum extent permitted by applicable Law, to the other Lenders in accordance with the upward adjustments in their respective Pro Rata Shares allocable to such Letter of Credit pursuant to Section 2.17(a)(iv), with the balance of such fee, if any, payable to the L/C Issuer for its own account. Such Letter of Credit fees shall be computed on a quarterly basis in arrears. Such Letter of Credit fees shall be due and payable in Dollars arrears (A) on the first Business Day after the end of each March, June, September and Decembercalendar quarter, commencing with on the first such date to occur after day following the issuance of such Letter of Credit, and (B) on the Revolving Credit Termination Date; (ii) to the Administrative Agent for the ratable benefit of the Lenders, with respect to each Letter of Credit, a fee accruing at a rate per annum equal to the Applicable Margin for Revolving Loans that are BA Rate Loans of the maximum amount available from time to time to be drawn under such Letter of Credit, payable in arrears (A) on the first Business Day of each calendar quarter, commencing on the first such day following the issuance of such Letter of Credit, and (B) on the Revolving Credit Expiration Date Termination Date; provided, however, that during the continuance of an Event of Default, such fee shall be increased by two percent per annum and thereafter shall be payable on demand. If there is ; and (iii) to the Issuer of any change in any Applicable Rate for Revolving Credit Loans during any quarterLetter of Credit, with respect to the daily maximum amount issuance, extension, amendment, transfer or other action of or with respect to each Letter of Credit shall be computed and multiplied by each drawing made thereunder, documentary and processing charges in accordance with such Applicable Rate separately Issuer’s standard schedule for each period during such quarter that such Applicable Rate was charges in effecteffect at the time of issuance, extension, amendment, transfer, other action or drawing, as the case may be.

Letter of Credit Fees. The Borrower Borrowers shall pay to the Administrative Agent for the account of the Revolving Credit Lenders for the applicable Revolving Credit Facility (in accordance with their Pro Rata Share or other applicable share provided for under this Agreement) a Letter of Credit fee in Dollars for each Letter of Credit issued pursuant to this Agreement equal to the Applicable Rate for Revolving Credit Loans times the Dollar Equivalent of the daily maximum amount then available to be drawn under such Letter of Credit (whether or not such maximum amount is then in effect under such Letter of Credit if such maximum amount increases periodically pursuant to the terms of such Letter of Credit); provided, however, any Letter of Credit fees otherwise payable for the account of a Defaulting Lender with respect to any Letter of Credit as to which such Defaulting Lender has not provided Cash Collateral satisfactory to the L/C Issuer pursuant to this Section 2.03 shall be payable, to the maximum extent permitted by applicable Law, to the other Lenders in accordance with the upward adjustments in their respective Pro Rata Shares allocable to such Letter of Credit pursuant to Section 2.17(a)(iv), with the balance of such fee, if any, payable to the L/C Issuer for its own account. Such Letter of Credit fees shall be computed on a quarterly basis in arrears. Such Letter of Credit fees shall be due and payable in Dollars on the first last Business Day after the end of each March, June, September and December, commencing with the first such date to occur after the issuance of such Letter of Credit, on the Letter of Credit Expiration Date and thereafter on demand. If there is any change in any Applicable Rate for Revolving Credit Loans during any quarter, the daily maximum amount of each Letter of Credit shall be computed and multiplied by such Applicable Rate separately for each period during such quarter that such Applicable Rate was in effect.

Letter of Credit Fees. The Borrower Borrowers shall pay to the Administrative Agent for the account of the Revolving Credit Lenders for the applicable Revolving Credit Facility (in accordance with their Pro Rata Share or other applicable share provided for under this Agreement) a Letter of Credit fee in Dollars for each Letter of Credit issued pursuant to this Agreement equal to the Applicable Rate for Revolving Credit Loans times the Dollar Equivalent of the daily maximum amount then available to be drawn under such Letter of Credit (whether or not such maximum amount is then in effect under such Letter of Credit if such maximum amount increases periodically pursuant to the terms of such Letter of Credit); provided, however, any Letter of Credit fees otherwise payable for the account of a Defaulting Lender with respect to any Letter of Credit as to which such Defaulting Lender has not provided Cash Collateral satisfactory to the L/C Issuer pursuant to this Section 2.03 shall be payable, to the maximum extent permitted by applicable Law, to the other Lenders in accordance with the upward adjustments in their respective Pro Rata Shares allocable to such Letter of Credit pursuant to Section 2.17(a)(iv), with the balance of such fee, if any, payable to the L/C Issuer for its own account. Such Letter of Credit fees shall be computed on a quarterly basis in arrears. Such Letter of Credit fees shall be due and payable in Dollars on the first last Business Day after the end of each March, June, September and December, commencing with the first such date to occur after the issuance of such Letter of Credit, on the Letter of Credit Expiration Date and thereafter on demand. If there is any change in any Applicable Rate for Revolving Credit Loans during any quarter, the daily maximum amount of each Letter of Credit shall be computed and multiplied by such Applicable Rate separately for each period during such quarter that such Applicable Rate was in effect.

Letter of Credit Fees. The Borrower Borrowers shall pay to the Administrative Agent Agent, for the account of the Revolving Credit Lenders for the applicable Revolving Credit Facility (each Lender in accordance with their Pro Rata Share or other applicable share provided for under this Agreement) its Applicable Percentage, a Letter of Credit fee in Dollars (the “Letter of Credit Fee”) for each Letter of Credit issued pursuant to this Agreement equal to the Applicable Rate for Revolving Credit Loans times the Dollar Equivalent daily Stated Amount under each such Letter of Credit (as determined pursuant to Section 1.06). For purposes of computing the daily maximum amount then Stated Amount available to be drawn under such any Letter of Credit, the Stated Amount of the Letter of Credit (whether or not such maximum amount is then shall be determined in effect under such accordance with Section 1.06. Letter of Credit if such maximum amount increases periodically pursuant to the terms of such Letter of Credit); provided, however, any Letter of Credit fees otherwise payable for the account of a Defaulting Lender with respect to any Letter of Credit as to which such Defaulting Lender has not provided Cash Collateral satisfactory to the L/C Issuer pursuant to this Section 2.03 Fees shall be payable, to the maximum extent permitted by applicable Law, to the other Lenders in accordance with the upward adjustments in their respective Pro Rata Shares allocable to such Letter of Credit pursuant to Section 2.17(a)(iv), with the balance of such fee, if any, payable to the L/C Issuer for its own account. Such Letter of Credit fees shall be computed on a quarterly basis in arrears. Such Letter of Credit fees shall be (i) due and payable in Dollars on the first Business Day after the end calendar day of each March, June, September and Decembermonth, commencing with the first such date to occur after the issuance of such Letter of Credit, on the Letter of Credit Expiration Date and thereafter on demand, and (ii) computed on a monthly basis in arrears. If there is any change in any the Applicable Rate for Revolving Credit Loans during any quartermonth, the daily maximum amount available to be drawn under of each Letter of Credit shall be computed and multiplied by such the Applicable Rate separately for each period during such quarter month that such Applicable Rate was in effect. Notwithstanding anything to the contrary contained herein, while any Event of Default has occurred and is continuing, the Administrative Agent may, and upon the request of the Required Lenders shall, notify the Lead Borrower that all Letter of Credit Fees shall accrue at the Default Rate and thereafter such Letter of Credit Fees shall accrue at the Default Rate to the fullest extent permitted by applicable Laws.

Letter of Credit Fees. The Borrower shall pay to the Administrative Agent Revolver Agent, for the account of the each Revolving Credit Lenders Lender for the applicable Revolving Credit Facility (in accordance with their Pro Rata Share or other applicable share provided for under this Agreement) its Applicable Percentage, a Letter of Credit fee in Dollars for each Letter of Credit issued pursuant to this Agreement equal to the Applicable Rate for Revolving Credit Loans set forth in clause (II)(a) of the definition of “Applicable Rate” times the Dollar Equivalent of the daily maximum amount then available to be drawn under such Letter of Credit (whether or not such maximum amount is then in effect under such Letter of Credit if such maximum amount decreases or increases periodically pursuant to the terms of such Letter of Credit); provided, however, that any Letter of Credit fees otherwise payable for the account of a Defaulting Lender with respect to any Letter of Credit as to which such Defaulting Lender has not provided Cash Collateral satisfactory to the L/C Issuer applicable Issuing Bank pursuant to this Section 2.03 shall be payable, to the maximum extent permitted by applicable Law, to the other Lenders in accordance with the upward adjustments in their respective Pro Rata Shares Applicable Percentages allocable to such Letter of Credit pursuant to Section 2.17(a)(iv2.17(1)(d), with the balance of such fee, if any, payable to the L/C Issuer applicable Issuing Bank for its their own accountaccounts. Such Letter of Credit fees shall be computed on a quarterly basis in arrearsarrears on the basis of a 360-day year and actual days elapsed. Such Letter of Credit fees shall be due and payable in Dollars on the first last Business Day after the end of each March, June, September and December, commencing with the first such date to occur after the issuance of such Letter of Credit, on the Letter of Credit L/C Expiration Date and thereafter on demand. If there is any change in any Applicable Rate for Revolving Credit Loans during any quarter, the daily maximum amount of each Letter of Credit shall be computed and multiplied by such Applicable Rate separately for each period during such quarter that such Applicable Rate was in effect.

Letter of Credit Fees. The Borrower shall pay to the Administrative Agent for the account of the each Revolving Credit Lenders Lender for the applicable Revolving Credit Facility (in accordance with their its Pro Rata Share or other applicable share provided for under this Agreement) Agreement a Letter of Credit fee in Dollars for each Letter of Credit issued pursuant to this Agreement equal to the Applicable Rate for Revolving Credit Loans times the Dollar Equivalent of the daily maximum amount then available to be drawn under such Letter of Credit (whether or not such maximum amount Dollar Amount is then in effect under such Letter of Credit if such maximum amount increases periodically pursuant to the terms of such Letter of Credit); provided, however, any Letter of Credit fees otherwise payable for the account of a Defaulting Lender with respect to any Letter of Credit as to which such Defaulting Lender has not provided Cash Collateral satisfactory to the L/C Issuer pursuant to this Section 2.03 shall be payable, to the maximum extent permitted by applicable Law, to the other Lenders in accordance with the upward adjustments in their respective Pro Rata Shares allocable to such Letter of Credit pursuant to Section 2.17(a)(iv), with the balance of such fee, if any, payable to the L/C Issuer for its own account. Such Letter of Credit fees shall be computed on a quarterly basis in arrears. Such Letter of Credit fees shall be due and payable in Dollars on the first Business Day after the end of each March, June, September and December, commencing with the first such date to occur after the issuance of such Letter of Credit, on the Letter of Credit Expiration Date and thereafter on demand. If there is any change in any the Applicable Rate for Revolving Credit Loans during any quarter, the daily maximum amount of each Letter of Credit shall be computed and multiplied by such the Applicable Rate separately for each period during such quarter that such Applicable Rate was in effect.

Letter of Credit Fees. The Borrower shall pay to the Administrative Agent for the account of the each Revolving Credit Lenders for the applicable Revolving Credit Facility (Lender in accordance with their its Pro Rata Share or other applicable share provided for under this Agreement) Share, a Letter of Credit fee in Dollars for each Letter of Credit issued pursuant to this Agreement equal to the Applicable Rate then in effect for Eurodollar Rate Loans with respect to the Revolving Credit Loans Facility times the Dollar Equivalent of the daily maximum amount then available to be drawn under such Letter of Credit (whether or not such maximum amount is then in effect under such Letter of Credit if such maximum amount increases periodically pursuant to the terms of such Letter of Credit); provided, however, that any Letter of Credit fees Fees otherwise payable for the account of a Defaulting Lender with respect to any Letter of Credit as to which such Defaulting Lender has not provided Cash Collateral satisfactory to the applicable L/C Issuer pursuant to this Section 2.03 shall be payable, to the maximum extent permitted by applicable Law, to the other Lenders in accordance with the upward adjustments in their respective Pro Rata Shares allocable to such Letter of Credit pursuant to Section 2.17(a)(iv)2.18(a)(iv) and/or to the Borrower in proportion to any Cash Collateral it has provided to cover such Defaulting Lender’s exposure, with the balance of such fee, if any, payable to the applicable L/C Issuer for its own account. Such Letter letter of Credit credit fees shall be computed on a quarterly basis in arrears. Such Letter letter of Credit credit fees shall be due and payable in Dollars on the first last Business Day after the end of each March, June, September and December, commencing with the first such date to occur after the issuance of such Letter of Credit, on the Letter of Credit Expiration Date and thereafter on demand. If there is any change in any the Applicable Rate for Revolving Credit Loans during any quarter, the daily maximum amount of each Letter of Credit shall be computed and multiplied by such the Applicable Rate separately for each period during such quarter that such Applicable Rate was in effect.

Letter of Credit Fees. The In consideration of LC Issuer’s issuance of any Letter of Credit, Borrower shall agrees to pay (a) to the Administrative Agent Agent, for the account of the Revolving Credit all Lenders for the applicable Revolving Credit Facility (in accordance with their Pro Rata Share or other applicable share provided for under this Agreement) respective Applicable Percentages, a letter of credit issuance fee at a rate equal to the Letter of Credit Fee Rate then in effect (which fee shall be increased by 2.0% per annum during any period in Dollars for each Letter which interest on the Loans accrues at the Default Rate) calculated on the undrawn amount of all outstanding Letters of Credit issued pursuant on each day, and (b) to this Agreement such LC Issuer for its own account, a letter of credit fronting fee at a rate equal to the Applicable Rate for Revolving Credit Loans 0.125% per annum times the Dollar Equivalent face amount of the daily maximum amount then available to be drawn under such Letter of Credit (whether or not such maximum amount is then but in effect under such Letter of Credit if such maximum amount increases periodically pursuant to the terms of such Letter of Creditno event less than $500 per annum); provided, however, any Letter of Credit fees otherwise payable for the account of a Defaulting Lender with respect to any Letter of Credit as to which such Defaulting Lender has not provided Cash Collateral satisfactory to the L/C LC Issuer pursuant to this Section 2.03 2.9 shall be payable, to the maximum extent permitted by applicable Law, to the other Lenders in accordance with the upward adjustments in their respective Pro Rata Shares Applicable Percentages allocable to such Letter of Credit pursuant to Section 2.17(a)(iv), with the balance of such fee, if any, payable to the L/C LC Issuer for its own account. Such Letter of Credit In addition, Borrower will pay to LC Issuer LC Issuer’s customary fees shall be computed on a quarterly basis in arrears. Such Letter of Credit fees shall be due for issuance, amendment and payable in Dollars on the first Business Day after the end drawing of each March, June, September and December, commencing with the first such date to occur after the issuance of such Letter of Credit, . The letter of credit fee and the letter of credit fronting fee will be calculated on the Letter of Credit Expiration Date and thereafter on demand. If there is any change in any Applicable Rate for Revolving Credit Loans during any quarter, the daily maximum undrawn face amount of each Letter of Credit shall outstanding on each day at the above-applicable rates and will be computed due and multiplied by such Applicable Rate separately for payable in arrears on the last Business Day of each period during such quarter that such Applicable Rate was in effectFiscal Quarter and at the end of the Commitment Period.

Letter of Credit Fees. (a) The Borrower Borrowers shall pay to the Administrative Agent Agent, for the account of the Revolving Credit Lenders for the applicable Revolving Credit Facility (in accordance with their Pro Rata Share or other applicable share provided for under this Agreement) respective Commitment Percentages, on the fifteenth day of each January, April, July and October, in arrears, a fee (each, a “Letter of Credit Fee”) equal to the following per annum percentages multiplied by the face amount of each of the following categories of Letters of Credit outstanding during the subject quarter: (i) Each Standby Letter of Credit: At the then applicable Standby Letter of Credit Fee. (ii) Each Commercial Letter of Credit: At the then applicable Commercial Letter of Credit Fee. (iii) After the occurrence and during the continuance of an Event of Default, at the option of the Administrative Agent or upon the direction of the Required Lenders, the Letter of Credit Fees set forth in clauses (i) and (ii) above, shall be increased by an amount equal to two percent (2%) per annum. (b) The Borrowers shall pay to the applicable Issuing Bank for its own account a fronting fee in Dollars for (the “Fronting Fee”) with respect to each Letter of Credit issued pursuant to this Agreement by it, at a rate equal to the Applicable Rate for Revolving Credit Loans times the Dollar Equivalent of the daily maximum amount then available to be drawn under such Letter of Credit (whether or not such maximum amount is then in effect under such Letter of Credit if such maximum amount increases periodically pursuant to the terms of such Letter of Credit); provided0.125% percent per annum, however, any Letter of Credit fees otherwise payable for the account of a Defaulting Lender with respect to any Letter of Credit as to which such Defaulting Lender has not provided Cash Collateral satisfactory to the L/C Issuer pursuant to this Section 2.03 shall be payable, to the maximum extent permitted by applicable Law, to the other Lenders in accordance with the upward adjustments in their respective Pro Rata Shares allocable to such Letter of Credit pursuant to Section 2.17(a)(iv), with the balance of such fee, if any, payable to the L/C Issuer for its own account. Such Letter of Credit fees shall be computed on a quarterly basis in arrears. Such Letter of Credit fees shall be due and payable in Dollars on the first Business Day after the end of each March, June, September and December, commencing with the first such date to occur after the issuance amount of such Letter of Credit, and payable on the fifteenth day of each January, April, July and October, in arrears. In addition, the Borrowers shall pay to the applicable Issuing Bank, in addition to the Letter of Credit Expiration Date Fees otherwise provided for hereunder, fees and thereafter on demand. If there is any change charges in any Applicable Rate for Revolving Credit Loans during any quarterconnection with the issuance, the daily maximum amount negotiation, settlement, amendment and processing of each Letter of Credit issued by such Issuing Bank in the amounts as such Issuing Bank and the Lead Borrower may agree. (c) All Letter of Credit Fees shall be computed and multiplied by such Applicable Rate separately for each period during such quarter that such Applicable Rate was in effecton the basis of the actual number of days elapsed over a year of 365 or 366 days, as applicable.

Letter of Credit Fees. The Borrower shall pay to the Administrative Agent for the account of the Revolving Credit Lenders for the applicable Revolving Credit Facility (in accordance with their Pro Rata Share or other applicable share provided for under this Agreement) a Letter of Credit fee in Dollars for each Letter of Credit issued pursuant to this Agreement equal to the Applicable Rate for Revolving Credit Loans times the Dollar Equivalent of the daily maximum amount then available to be drawn under such Letter of Credit (whether or not such maximum amount is then in effect under such Letter of Credit if such maximum amount increases periodically pursuant to the terms of such Letter of Credit); provided, however, any Letter of Credit fees otherwise payable for the account of a Defaulting Lender with respect to any Letter of Credit as to which such Defaulting Lender has not provided Cash Collateral satisfactory to the L/C Issuer pursuant to this Section 2.03 shall be payable, to the maximum extent permitted by applicable Law, to the other Lenders in accordance with the upward adjustments in their respective Pro Rata Shares allocable to such Letter of Credit pursuant to Section 2.17(a)(iv), with the balance of such fee, if any, payable to the L/C Issuer for its own account. Such Letter of Credit fees shall be computed on a quarterly basis in arrears. Such Letter of Credit fees shall be due and payable in Dollars on the first Business Day after the end of each MarchFebruary, JuneMay, September August and DecemberNovember, commencing with the first such date to occur after the issuance of such Letter of Credit, on the Letter of Credit Expiration Date and thereafter on demand. If there is any change in any Applicable Rate for Revolving Credit Loans during any quarter, the daily maximum amount of each Letter of Credit shall be computed and multiplied by such Applicable Rate separately for each period during such quarter that such Applicable Rate was in effect.

Letter of Credit Fees. The Borrower Subject to Section 12.9(e), the Borrowers shall pay to the Administrative Agent for the account pro rata benefit of the Revolving Credit Lenders for LC Issuer and the applicable Revolving Credit Facility (in accordance with their Pro Rata Share or other applicable share provided for under this Agreement) LC Participants a Letter per annum letter of Credit credit fee in Dollars for each Letter of Credit issued pursuant to this Agreement hereunder in an amount equal to the Applicable Rate Margin multiplied by the face amount of such Letter of Credit for Revolving the period such Letter of Credit Loans times is to be outstanding; provided that for any Letter of Credit that is (i) Cash Collateralized or (ii) backed by a standby letter of credit issued by a financial institution acceptable to the Dollar Equivalent LC Issuer in its sole discretion, then the per annum letter of credit fee for such Letter of Credit shall be an amount equal to 1.00% multiplied by the face amount of such Letter of Credit for the period such Letter of Credit is outstanding. On each date of issuance of any Letter of Credit, the Borrowers shall pay to the LC Issuer, solely for its own account, a fronting fee in an amount equal to 0.25% of the daily original maximum amount then available to be drawn under such Letter of Credit (whether Credit. Each letter of credit fee shall be payable in advance on the date of the issuance of the Letter of Credit, and, in the case of an increase in the face amount or not such maximum amount is then in effect under extension of the expiry date of such Letter of Credit if only, on the date of such maximum amount increases periodically pursuant increase or extension. Without prejudice to the terms of such Letter of Credit); providedforegoing, 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 Borrowers also shall pay to the L/C Issuer pursuant to this Section 2.03 shall be payableLC Issuer, to the maximum extent permitted by applicable Law, to the other Lenders in accordance with the upward adjustments in their respective Pro Rata Shares allocable to such Letter of Credit pursuant to Section 2.17(a)(iv), with the balance of such fee, if any, payable to the L/C Issuer solely for its own account, promptly on demand such other usual and customary fees associated with any transfers, amendments, drawings, negotiations or re-issuances of any Letter of Credit. Such Letter of Credit fees shall be computed on a quarterly basis in arrears. Such Letter of Credit fees and charges shall be due and payable in Dollars on the first Business Day after the end of each March, June, September demand and December, commencing with the first such date to occur after the issuance of such Letter of Credit, on the Letter of Credit Expiration Date and thereafter on demand. If there is any change in any Applicable Rate for Revolving Credit Loans during any quarter, the daily maximum amount of each Letter of Credit shall be computed and multiplied by such Applicable Rate separately for each period during such quarter that such Applicable Rate was in effectnonrefundable.

Letter of Credit Fees. The Borrower shall pay to the Administrative Agent for the account of the each Revolving Credit Lenders Lender for the applicable Revolving Credit Facility (in accordance with their its Pro Rata Share or other applicable share provided for under this Agreement) Agreement a Letter of Credit fee in Dollars for each Letter of Credit issued pursuant to this Agreement equal to the Applicable Rate for applicable to each Revolving Credit Lender’s Loans times the Dollar Equivalent of the daily maximum amount then available to be drawn under such Letter of Credit (whether or not such maximum amount Dollar Amount is then in effect under such Letter of Credit if such maximum amount increases periodically pursuant to the terms of such Letter of Credit); provided, however, any Letter of Credit fees otherwise payable for the account of a Defaulting Lender with respect to any Letter of Credit as to which such Defaulting Lender has not provided Cash Collateral satisfactory to the L/C Issuer pursuant to this Section 2.03 shall be payable, to the maximum extent permitted by applicable Law, to the other Lenders in accordance with the upward adjustments in their respective Pro Rata Shares allocable to such Letter of Credit pursuant to Section 2.17(a)(iv), with the balance of such fee, if any, payable to the L/C Issuer for its own account. Such Letter of Credit fees shall be computed on a quarterly basis in arrears. Such Letter of Credit fees shall be due and payable in Dollars on the first Business Day after the end of each March, June, September and December, commencing with the first such date to occur after the issuance of such Letter of Credit, on the Letter of Credit Expiration Date and thereafter on demand. If there is any change in any the Applicable Rate for Revolving Credit Loans during any quarter, the daily maximum amount of each Letter of Credit shall be computed and multiplied by such the Applicable Rate separately for each period during such quarter that such Applicable Rate was in effect.

Letter of Credit Fees. The Borrower shall pay to the Administrative Agent for the account of the each Participating Revolving Credit Lenders for the applicable Revolving Credit Facility (Lender in accordance with their its Pro Rata Share or other applicable share provided for under this Agreement) Agreement a Letter of Credit fee in Dollars for each Letter of Credit issued pursuant to this Agreement equal to the Applicable Rate for Revolving Credit Loans times the Dollar Equivalent of the daily maximum amount then available to be drawn under such Letter of Credit (whether or not such maximum amount is then in effect under such Letter of Credit if such maximum amount increases periodically pursuant to the terms of such Letter of Credit); provided, however, any Letter of Credit fees otherwise payable for the account of a Defaulting Lender with respect to any Letter of Credit as to which such Defaulting Lender has not provided Cash Collateral satisfactory to the L/C Issuer pursuant to this Section 2.03 shall be payable, to the maximum extent permitted by applicable Law, to the other Lenders in accordance with the upward adjustments in their respective Pro Rata Shares allocable to such Letter of Credit pursuant to Section 2.17(a)(iv), with the balance of such fee, if any, payable to the L/C Issuer for its own account. Such Letter of Credit fees shall be computed on a quarterly basis in arrears. Such Letter of Credit fees shall be due and payable in Dollars on the first Business Day after the end of each March, June, September and December, commencing with the first such date to occur after the issuance of such Letter of Credit, on the applicable Letter of Credit Expiration Date and thereafter on demand. If there is any change in any the Applicable Rate for Revolving Credit Loans during any quarter, the daily maximum amount of each Letter of Credit shall be computed and multiplied by such the Applicable Rate separately for each period during such quarter that such Applicable Rate was in effect.

Letter of Credit Fees. (a) The Borrower shall Company agrees to pay to the Administrative Agent for the account of the Revolving Credit Lenders pro rata according to their respective Percentages a letter of credit fee for the applicable Revolving Credit Facility (in accordance with their Pro Rata Share or other applicable share provided for under this Agreement) a each Letter of Credit in an amount equal to the LC Fee Rate per annum in effect from time to time of the undrawn amount of such Letter of Credit (computed for the actual number of days elapsed on the basis of a year of 360 days); provided that, at the written request of the Required Lenders, at any time an Event of Default exists the rate applicable to each Letter of Credit shall be increased by 2%. Such letter of credit fee shall be payable in Dollars arrears on the last Business Day of each calendar quarter and on the Termination Date (and, if any Letter of Credit remains outstanding on the Termination Date, thereafter on demand) for the period from the date of the issuance of each Letter of Credit to the date such payment is due or, if earlier, the date on which such Letter of Credit expired or was terminated. (b) The Company agrees to pay each Issuing Lender a fronting fee for each Letter of Credit issued pursuant by such Issuing Lender in the amount separately agreed to this Agreement equal between the Company and such Issuing Lender. (c) In addition, with respect to the Applicable Rate for Revolving Credit Loans times the Dollar Equivalent of the daily maximum amount then available to be drawn under such Letter of Credit (whether or not such maximum amount is then in effect under such Letter of Credit if such maximum amount increases periodically pursuant to the terms of such each Letter of Credit); provided, however, any Letter of Credit fees otherwise payable for the account of a Defaulting Lender with respect Company agrees to any Letter of Credit as to which such Defaulting Lender has not provided Cash Collateral satisfactory pay to the L/C Issuer pursuant to this Section 2.03 shall be payableapplicable Issuing Lender, to the maximum extent permitted by applicable Law, to the other Lenders in accordance with the upward adjustments in their respective Pro Rata Shares allocable to such Letter of Credit pursuant to Section 2.17(a)(iv), with the balance of such fee, if any, payable to the L/C Issuer for its own account. Such Letter of Credit , such fees shall be computed on a quarterly basis and expenses as such Issuing Lender customarily requires in arrears. Such Letter of Credit fees shall be due and payable in Dollars on the first Business Day after the end of each March, June, September and December, commencing connection with the first such date to occur after the issuance issuance, negotiation, processing and/or administration of such Letter letters of Credit, on the Letter of Credit Expiration Date and thereafter on demand. If there is any change credit in any Applicable Rate for Revolving Credit Loans during any quarter, the daily maximum amount of each Letter of Credit shall be computed and multiplied by such Applicable Rate separately for each period during such quarter that such Applicable Rate was in effectsimilar situations.

Letter of Credit Fees. The Borrower shall pay to the Administrative Agent for the account of the Revolving Credit Lenders for the applicable Revolving Credit Facility (in accordance with their Pro Rata Share or other applicable share provided for under this Agreement) a Letter of Credit fee in Dollars for each Letter of Credit issued pursuant to this Agreement equal to the Applicable Rate for Revolving Credit Loans that are Eurocurrency Rate Loans times the Dollar Equivalent of the daily maximum amount then available to be drawn under such Letter of Credit (whether or not such maximum amount is then in effect under such Letter of Credit if such maximum amount increases periodically pursuant to the terms of such Letter of Credit); provided, however, any Letter of Credit fees otherwise payable for the account of a Defaulting Lender with respect to any Letter of Credit as to which such Defaulting Lender has not provided Cash Collateral satisfactory to the L/C Issuer pursuant to this Section 2.03 shall be payable, to the maximum extent permitted by applicable Law, to the other Lenders in accordance with the upward adjustments in their respective Pro Rata Shares allocable to such Letter of Credit pursuant to Section 2.17(a)(iv), with the balance of such fee, if any, payable to the L/C Issuer for its own account. Such Letter of Credit fees shall be computed on a quarterly basis in arrears. Such Letter of Credit fees shall be due and payable in Dollars on the first last Business Day after the end of each March, June, September and December, commencing with the first such date to occur after the issuance of such Letter of Credit, on the Letter of Credit Expiration Date and thereafter on demand. If there is any change in any Applicable Rate for Revolving Credit Loans during any quarter, the daily maximum amount of each Letter of Credit shall be computed and multiplied by such Applicable Rate separately for each period during such quarter that such Applicable Rate was in effect.

Letter of Credit Fees. The Borrower shall agrees to pay to the Administrative Agent for the account of each Revolving Lender a letter of credit fee at a rate per annum equal to the Applicable Margin for Revolving Credit Lenders for Loans that are LIBOR Loans times the applicable Revolving Credit Facility (in accordance with their Pro Rata Share or other applicable share provided for under this Agreement) a daily average Stated Amount of each Letter of Credit for the period from and including the date of issuance of such Letter of Credit (x) to and including the date such Letter of Credit expires or is cancelled or terminated or (y) to but excluding the date such Letter of Credit is drawn in full; provided, however, notwithstanding anything to the contrary contained herein, while the Obligations are accruing interest at the Post-Default Rate, such letter of credit fees shall accrue at the Post-Default Rate. In addition to such fees, the Borrower shall pay to an Issuing Bank solely for its own account, a fronting fee in Dollars for respect of each Letter of Credit issued pursuant to this Agreement by such Issuing Bank equal to the Applicable Rate for Revolving Credit Loans times the Dollar Equivalent 0.125% of the daily maximum amount then available to be drawn under such Letter of Credit (whether or not such maximum amount is then in effect under such Letter of Credit if such maximum amount increases periodically pursuant to the terms initial Stated Amount of such Letter of Credit); provided, however, in no event shall the aggregate amount of such fee in respect of any Letter of Credit be less than $1,000. The fees otherwise payable provided for the account of a Defaulting Lender with respect to any Letter of Credit as to which such Defaulting Lender has not provided Cash Collateral satisfactory to the L/C Issuer pursuant to in this Section 2.03 subsection shall be nonrefundable and payable, to in the maximum extent permitted by applicable Lawcase of the fee provided for in the first sentence, to the other Lenders in accordance with the upward adjustments in their respective Pro Rata Shares allocable to such Letter of Credit pursuant to Section 2.17(a)(iv), with the balance of such fee, if any, payable to the L/C Issuer for its own account. Such Letter of Credit fees shall be computed on a arrears (i) quarterly basis in arrears. Such Letter of Credit fees shall be due and payable in Dollars on the first Business Day after day of January, April, July and October, (ii) on the end Revolving Termination Date, (iii) on the date the Revolving Commitments are terminated or reduced to zero and (iv) thereafter from time to time on demand of each Marchthe Administrative Agent and in the case of the fee provided for in the second sentence, June, September and December, commencing with at the first such date to occur after the time of issuance of such Letter of Credit. The Borrower shall pay directly to an Issuing Bank from time to time on demand all commissions, on charges, costs and expenses in the amounts customarily charged or incurred by such Issuing Bank from time to time in like circumstances with respect to the issuance, amendment, renewal or extension of any Letter of Credit Expiration Date and thereafter on demand. If there is or any change in any Applicable Rate for Revolving Credit Loans during any quarter, the daily maximum amount of each Letter of Credit shall be computed and multiplied by such Applicable Rate separately for each period during such quarter that such Applicable Rate was in effectother transaction relating thereto.

Letter of Credit Fees. The Borrower Borrowers shall pay pay, to the Administrative Agent for the account of the each Revolving Credit Lenders for the applicable Revolving Credit Facility (Lender in accordance with their Pro Rata Share or other applicable share provided for under this Agreement) its L/C Risk Participation in each Letter of Credit, a Letter of Credit fee in Dollars for each such Letter of Credit issued pursuant to this Agreement for the period from the date of issuance of such Letter of Credit until the expiry thereof, at a per annum rate equal to the Applicable Margin for LIBOR Loans (plus two percent (2.00%) during such time that the Default Rate for Revolving Credit Loans times is in effect with respect to the Dollar Equivalent of Obligations pursuant to Section 2.07(c)) applicable from time to time during such period multiplied by the actual daily maximum amount then available to be drawn under such Letter of Credit (whether or not such maximum amount is then in effect under such Letter of Credit if such maximum amount increases periodically pursuant to the terms of such Letter of Credit); provided, however, that any Letter of Credit fees otherwise payable for the account of a Defaulting Lender with respect to any Letter of Credit as to which such Defaulting Lender has not provided Cash Collateral satisfactory to the L/C Issuer pursuant to this Section 2.03 2.16(c) shall be (x) payable, to the maximum extent permitted by applicable LawGovernmental Rules, to the other Lenders in accordance with the upward adjustments in of their respective Pro Rata Shares allocable to participations in such Letter of Credit pursuant to Section 2.17(a)(iv), 2.16(a)(iv) and (y) with the balance of such fee, if any, payable to the L/C Issuer for its own account. Such fee for each Letter of Credit fees shall be computed on a quarterly basis in arrears. Such Letter of Credit fees shall be due and payable quarterly in Dollars arrears on the first last Business Day after the end of each March, June, September and December, commencing with the first such date to occur after the issuance of such Letter of Credit, Credit and on the Letter of Credit Expiration Date Date. Each such fee, when due, shall be fully earned and thereafter on demandwhen paid, shall be non-refundable. If there is any change in any the Applicable Rate Margin for Revolving Credit LIBOR Loans during any quarter, the daily maximum amount Applicable Margin used for the calculation of each the Letter of Credit fee shall be computed and multiplied by such the Applicable Rate separately Margin for LIBOR Loans on each period day during such quarter that such Applicable Rate was in effectquarter.

Letter of Credit Fees. The Borrower shall pay to the Administrative Agent for the account of the each Revolving Credit Lenders Lender for the applicable Revolving Credit Facility (in accordance with their its Pro Rata Share or other applicable share provided for under this Agreement) Agreement a Letter of Credit fee in Dollars for each Letter of Credit issued pursuant to this Agreement equal to the Applicable Rate for Revolving Credit Loans times the Dollar Equivalent of the daily maximum amount then available to be drawn under such Letter of Credit (whether or not such maximum amount Dollar Amount is then in effect under such Letter of Credit if such maximum amount increases periodically pursuant to the terms of such Letter of Credit); provided, however, any Letter of Credit fees otherwise payable for the account of a Defaulting Lender with respect to any Letter of Credit as to which such Defaulting Lender has not provided Cash Collateral satisfactory to the applicable L/C Issuer pursuant to this Section 2.03 shall be payable, to the maximum extent permitted by applicable Law, to the other Lenders in accordance with the upward adjustments in their respective Pro Rata Shares allocable to such Letter of Credit pursuant to Section 2.17(a)(iv2.15(a)(iv), with the balance of such fee, if any, payable to the such L/C Issuer for its own account. Such Letter of Credit fees shall be computed on a quarterly basis in arrears. Such Letter of Credit fees shall be due and payable in Dollars on the first Business Day after the end of each March, June, September and December, commencing with the first such date to occur after the issuance of such Letter of Credit, on the Letter of Credit Expiration Date and thereafter on demand. If there is any change in any the Applicable Rate for Revolving Credit Loans during any quarter, the daily maximum amount of each Letter of Credit shall be computed and multiplied by such the Applicable Rate separately for each period during such quarter that such Applicable Rate was in effect.

Letter of Credit Fees. The Borrower shall pay to the Administrative Agent for the account of the Revolving Credit Lenders for the applicable Revolving Credit Facility (each Lender in accordance with their its Pro Rata Share or other applicable share provided for under this Agreement) Share, in Dollars, a Letter of Credit fee in Dollars for each (the “Letter of Credit issued pursuant to this Agreement Fee”) (i) for each commercial Letter of Credit equal to an amount per annum to be agreed at the Applicable Rate for Revolving Credit Loans time of issuance times the Dollar Equivalent of the daily maximum amount then available to be drawn under such Letter of Credit and (whether or not such maximum ii) for each standby Letter of Credit equal to the Applicable Margin times the daily amount is then in effect available to be drawn under such Letter of Credit if such maximum amount increases periodically pursuant to the terms of such Letter of Credit); provided, however, any Letter of Credit fees Fees otherwise payable for the account of a Defaulting Lender with respect to any Letter of Credit as to which such Defaulting Lender has not provided Cash Collateral satisfactory to the applicable L/C Issuer pursuant to this Section 2.03 2.19 shall be payable, to the maximum extent permitted by applicable Lawlaw, to the other Lenders in accordance with the upward adjustments in their respective Pro Rata Shares Share allocable to such Letter of Credit pursuant to Section 2.17(a)(iv2.19(a)(iv), with the balance of such fee, if any, payable to the such L/C Issuer for its own account. Such For purposes of computing the daily amount available to be drawn under any Letter of Credit, the amount of such Letter of Credit fees shall be computed on a quarterly basis determined in arrearsaccordance with Section 1.4. Such Letter of Credit fees Fees shall be (i) due and payable in Dollars on the first last Business Day after the end of each March, June, September and December, commencing with the first such date to occur after the issuance of such Letter of Credit, on the Letter of Credit Expiration Date and thereafter on demanddemand and (ii) computed on a quarterly basis in arrears. If there is any change in any the Applicable Rate for Revolving Credit Loans Margin during any quarter, the daily maximum amount of available to be drawn under each standby Letter of Credit shall be computed and multiplied by such the Applicable Rate Margin separately for each period during such quarter that such Applicable Rate Margin was in effect.

Letter of Credit Fees. The Borrower Borrowers shall pay to the Administrative Agent for the account of the each Revolving Credit Lenders for the applicable Revolving Credit Facility (Lender in accordance with their its applicable Pro Rata Share or other applicable share provided for under this Agreement) Share, a Letter of Credit fee in Dollars which shall accrue for each Letter of Credit issued pursuant to this Agreement of each Tranche in an amount equal to the Applicable Rate then in effect for Eurocurrency Rate Loans with respect to the Revolving Credit Loans times the Dollar Equivalent of Facility multiplied by the daily maximum amount then available to be drawn under such Letter of Credit (whether or not such maximum amount is then in effect under such Letter of Credit if such maximum amount increases periodically automatically pursuant to the terms of such Letter of Credit); provided, however, that any Letter of Credit fees otherwise payable for the account of a Defaulting Lender with respect to any Letter of Credit as to which such Defaulting Lender has not provided Cash Collateral satisfactory to the applicable L/C Issuer pursuant to this Section 2.03 shall be payable, to the maximum extent permitted by applicable Law, to the other Revolving Credit Lenders under the applicable Tranche in accordance with the upward adjustments in their respective applicable Pro Rata Shares allocable to such Letter of Credit pursuant to Section 2.17(a)(iv), with the balance of such fee, if any, payable to the applicable L/C Issuer for its own account. Such Letter of Credit fees shall be computed on a quarterly basis in arrears. Such Letter of Credit fees arrears and shall be due and payable in Dollars on the first last Business Day after the end of each Marchfiscal quarter, Junein respect of the quarterly period then ending (or portion thereof, September and Decemberin the case of the first payment), commencing with the first such date to occur after the issuance of such Letter of Credit, and on the Letter of Credit Expiration Date and thereafter on demandDate. If there is any change in any the Applicable Rate for Revolving Credit Loans during any quarter, the daily maximum amount of each Letter of Credit shall be computed and multiplied by such the Applicable Rate separately for each period during such quarter that such Applicable Rate was in effect.

Letter of Credit Fees. The Borrower shall pay to the Administrative Agent for the account of the each Revolving Credit Lenders for the applicable Revolving Credit Facility (Lender in accordance with their its applicable Pro Rata Share or other applicable share provided for under this Agreement) Share, a Letter of Credit fee in Dollars which shall accrue for each Letter of Credit issued pursuant to this Agreement on the principal amount thereof in an amount equal to the Applicable Rate then in effect for Eurocurrency Rate Loans with respect to the Revolving Credit Loans times the Dollar Equivalent of Facility multiplied by the daily maximum amount then available to be drawn under such Letter of Credit (whether or not such maximum amount is then in effect under such Letter of Credit if such maximum amount increases periodically automatically pursuant to the terms of such Letter of Credit); provided, however, that any Letter of Credit fees otherwise payable for the account of a Defaulting Lender with respect to any Letter of Credit as to which such Defaulting Lender has not provided Cash Collateral satisfactory to the applicable L/C Issuer pursuant to this Section 2.03 shall be payable, to the maximum extent permitted by applicable Law, to the other Revolving Credit Lenders in accordance with the upward adjustments in their respective applicable Pro Rata Shares allocable to such Letter of Credit pursuant to Section 2.17(a)(iv), with the balance of such fee, if any, payable to the applicable L/C Issuer for its own account. Such Letter of Credit fees shall be computed on a quarterly basis in arrears. Such Letter of Credit fees arrears and shall be due and payable in Dollars on the first last Business Day after the end of each Marchfiscal quarter, Junein respect of the quarterly period then ending (or portion thereof, September and Decemberin the case of the first payment), commencing with the first such date to occur after the issuance of such Letter of Credit, on the Letter of Credit Expiration Date and thereafter on demand. If there is any change in any the Applicable Rate for Revolving Credit Loans during any quarter, the daily maximum amount of each Letter of Credit shall be computed and multiplied by such the Applicable Rate separately for each period during such quarter that such Applicable Rate was in effect.

Letter of Credit Fees. The Borrower Borrowers (on a joint and several basis) shall pay to the Administrative Agent for the account of the each Participating Revolving Credit Lenders for the applicable Revolving Credit Facility (Lender in accordance with their its Pro Rata Share or other applicable share provided for under this Agreement) Agreement a Letter of Credit fee in Dollars for each Letter of Credit issued pursuant to this Agreement equal to the Applicable Rate for Margin with respect to Revolving Credit Loans maintained as SOFR Loans times the Dollar Equivalent of the daily maximum amount then available to be drawn under such Letter of Credit (whether or not such maximum amount is then in effect under such Letter of Credit if such maximum amount increases periodically pursuant to the terms of such Letter of Credit); provided, however, any Letter of Credit fees otherwise payable for the account of a Defaulting Lender with respect to any Letter of Credit as to which such Defaulting Lender has not provided Cash Collateral satisfactory to the L/C Issuer applicable Issuing Bank pursuant to this Section 2.03 shall be payable, to the maximum extent permitted by applicable Lawlaw, to the other Lenders in accordance with the upward adjustments in their respective Pro Rata Shares allocable to such Letter of Credit pursuant to Section 2.17(a)(iv2.21(a)(iv), with the balance of such fee, if any, payable to the L/C Issuer applicable Issuing Bank for its own account. Such Letter of Credit fees shall be computed on a quarterly basis in arrears. Such Letter of Credit fees shall be due and payable in Dollars on the first last Business Day after the end of each March, June, September and December, commencing with the first such date to occur after the issuance of such Letter of Credit, on the applicable Letter of Credit Expiration Date and thereafter on demand. If there is any change in any the Applicable Rate for Revolving Credit Loans Margin during any quarter, the daily maximum amount of each Letter of Credit shall be computed and multiplied by such the Applicable Rate Margin separately for each period during such quarter that such Applicable Rate Margin was in effect.

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

Letter of Credit Fees. The (a) In lieu of any letter of credit commissions and fees provided for in any L/C Application relating to Standby or Commercial L/Cs (other than standard issuance, amendment and payment and discrepancy fees, if any) the Borrower shall agrees to pay to the Administrative Agent Agent, for the account of the Revolving Credit Issuing Lender and the Participating Lenders for the applicable Revolving Credit Facility (in accordance with their Pro Rata Share or other applicable share provided for under this Agreement) a Letter letter of Credit fee in Dollars for each Letter of Credit issued pursuant to this Agreement credit fees equal to (x) the Applicable Margin for Loans that are Eurodollar Rate for Revolving Credit Loans Loans, times (y) the Dollar Equivalent of the average aggregate daily maximum amount then available to be drawn under all such Letter Letters of Credit (regardless of whether or not any conditions for drawing could then be met and determined as of the close of business on any date of determination), payable, in arrears, on the last day of each fiscal quarter of the Borrower. From such maximum fees, the Issuing Lender shall retain for its own account a fronting fee of 0.60% per annum on the undrawn and unexpired amount is then in effect under such Letter of Credit if such maximum amount increases periodically pursuant to the terms of such each Letter of Credit); provided, however, . The Administrative Agent will disburse any Letter of Credit fees otherwise payable for the account of a Defaulting Lender with respect to any Letter of Credit as to which such Defaulting Lender has not provided Cash Collateral satisfactory to the L/C Issuer received pursuant to this Section 2.03 shall be payable, subsection 2.8(a) to the maximum extent permitted by applicable Lawrespective Lenders promptly following the receipt of any such fees. Notwithstanding the foregoing, the Borrower agrees to the other Lenders in accordance with the upward adjustments in their respective Pro Rata Shares allocable to such Letter of Credit pursuant to Section 2.17(a)(iv)pay standard issuance, with the balance of such feeamendment and payment and discrepancy fees, if any, payable to the L/C Issuer for its own account. Such Letter Issuing Lender. (b) For purposes of Credit any payment of fees shall be computed on a quarterly basis in arrears. Such Letter of Credit fees shall be due and payable in Dollars on the first Business Day after the end of each March, June, September and December, commencing with the first such date required pursuant to occur after the issuance of such Letter of Credit, on the Letter of Credit Expiration Date and thereafter on demand. If there is any change in any Applicable Rate for Revolving Credit Loans during any quarterthis subsection 2.8, the daily maximum amount Administrative Agent agrees to provide to the Borrower a statement of each Letter any such fees to be so paid; provided that the failure by the Administrative Agent to provide the Borrower with any such invoice shall not relieve the Borrower of Credit shall be computed and multiplied by its obligation to pay such Applicable Rate separately for each period during such quarter that such Applicable Rate was in effectfees.

Letter of Credit Fees. The Borrower Company or, in the case of a Letter of Credit issued at the request of any LC Subsidiary, such LC Subsidiary shall pay to the Administrative Agent for the account of the Revolving Credit Lenders for the applicable Revolving Credit Facility (each Lender in accordance with their Pro Rata Share or other applicable share provided for under this Agreement) its Commitment Percentage a Letter of Credit fee in Dollars for each (the “Letter of Credit issued pursuant to this Agreement Fee”) (i) for each Trade Letter of Credit equal to the Applicable Rate for Revolving Credit Loans 0.60% per annum times the Dollar Equivalent of the daily maximum amount then available to be drawn under such Letter of Credit, and (ii) for each Standby Letter of Credit (whether or not such maximum equal to the Applicable Standby Letter of Credit Fee times the Dollar Equivalent of the daily amount is then in effect available to be drawn under such Letter of Credit if such maximum amount increases periodically pursuant to the terms of such Letter of Credit); provided, however, any Letter of Credit fees Fees otherwise payable for the account of a Defaulting Lender with respect to any Letter of Credit as to which such Defaulting Lender has not provided Cash Collateral satisfactory to the L/C Issuer applicable Issuing Bank pursuant to this Section 2.03 2.04 shall be payable, to the maximum extent permitted by applicable Requirement of Law, to the other Lenders in accordance with the upward adjustments in their respective Pro Rata Shares Commitment Percentages allocable to such Letter of Credit pursuant to Section 2.17(a)(iv2.14(a)(iv), with the balance of such fee, if any, payable to the L/C Issuer such Issuing Bank for its own account. Such For purposes of computing the daily amount available to be drawn under any Letter of Credit, the amount of such Letter of Credit fees shall be computed on a quarterly basis determined in arrearsaccordance with Section 1.07. Such Letter of Credit fees Fees shall be (i) due and payable in Dollars on the first Business Day arrears within 30 days after the end of each MarchJanuary, JuneApril, September July and DecemberOctober, commencing with the first such date to occur after the issuance of such Letter of Credit, on the Letter of Credit Expiration Date and thereafter on demandwritten demand and (ii) computed on a quarterly basis in arrears. If there is any change in any the Applicable Rate for Revolving Standby Letter of Credit Loans Fee during any quarter, the daily maximum amount of available to be drawn under each Standby Letter of Credit shall be computed and multiplied by such the Applicable Rate Standby Letter of Credit Fee separately for each period during such quarter that such Applicable Rate Standby Letter of Credit Fee was in effect. Notwithstanding anything 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 Each Borrower shall agrees to pay to the Administrative Agent Agent, for the pro rata account of the Revolving Credit Lenders for the applicable Revolving Credit Facility (in accordance with their Pro Rata Share or other applicable share provided for under this Agreement) respective Percentages, a Letter of Credit fee in Dollars for each Letter of Credit issued pursuant to this Agreement equal to (the Applicable Rate “Letter of Credit Fee”) for Revolving Credit Loans times the Dollar Equivalent period from the date of the daily maximum amount then available to be drawn under issuance of such Letter of Credit (whether or not for the account such maximum amount is then in effect under Borrower to the date upon which such Letter of Credit if expires or is otherwise terminated, of (a) in the case of each Commercial Letter of Credit issued for the account of such maximum amount increases periodically pursuant to Borrower, 0.75% per annum times the terms Stated Amount of such Letter of Credit); provided, howeverand (b) in the case of each Standby Letter of Credit issued for the account of such Borrower, the LC Fee Rate per annum in effect from time to time times the Stated Amount of such Letter of Credit. Such fee shall be payable by the Borrowers in arrears on each Payment Date and on the Termination Date (and thereafter on demand) for the period then ending for which such fee shall not theretofore have been paid. Notwithstanding the foregoing or any other provision of this Agreement, any Letter of Credit fees Fees otherwise payable for the account of a Defaulting Lender with respect to any Letter of Credit as to which such Defaulting Lender has not provided Cash Collateral satisfactory to the L/C applicable Issuer pursuant to this Section 2.03 5.8 shall be payable, to the maximum extent permitted by applicable Lawlaw, to the other Lenders in accordance with the upward adjustments in their respective Pro Rata Shares Percentages allocable to such Letter of Credit pursuant to Section 2.17(a)(iv2.7(a)(iv), with the balance of such fee, if any, payable to the L/C such Issuer for its own account. Such Letter of Credit fees shall be computed on a quarterly basis in arrears. Such Letter of Credit fees shall be due and payable in Dollars on the first Business Day after the end of each March, June, September and December, commencing with the first such date to occur after the issuance of such Letter of Credit, on the Letter of Credit Expiration Date and thereafter on demand. If there is any change in any Applicable Rate for Revolving Credit Loans during any quarter, the daily maximum amount of each Letter of Credit shall be computed and multiplied by such Applicable Rate separately for each period during such quarter that such Applicable Rate was in effect.

Letter of Credit Fees. The Borrower Borrowers (on a joint and several basis) shall pay to the Administrative Agent for the account of the each Participating Revolving Credit Lenders for the applicable Revolving Credit Facility (Lender in accordance with their its Pro Rata Share or other applicable share provided for under this Agreement) Agreement a Letter of Credit fee in Dollars for each Letter of Credit issued pursuant to this Agreement equal to the Applicable Margin with respect to Revolving Loans maintained as LIBOR Rate for Revolving Credit Loans times the Dollar Equivalent of the daily maximum amount then available to be drawn under such Letter of Credit (whether or not such maximum amount is then in effect under such Letter of Credit if such maximum amount increases periodically pursuant to the terms of such Letter of Credit); provided, however, any Letter of Credit fees otherwise payable for the account of a Defaulting Lender with respect to any Letter of Credit as to which such Defaulting Lender has not provided Cash Collateral satisfactory to the L/C Issuer applicable Issuing Bank pursuant to this Section 2.03 shall be payable, to the maximum extent permitted by applicable Lawlaw, to the other Lenders in accordance with the upward adjustments in their respective Pro Rata Shares allocable to such Letter of Credit pursuant to Section 2.17(a)(iv2.21(a)(iv), with the balance of such fee, if any, payable to the L/C Issuer applicable Issuing Bank for its own account. Such Letter of Credit fees shall be computed on a quarterly basis in arrears. Such Letter of Credit fees shall be due and payable in Dollars on the first last Business Day after the end of each March, June, September and December, commencing with the first such date to occur after the issuance of such Letter of Credit, on the applicable Letter of Credit Expiration Date and thereafter on demand. If there is any change in any the Applicable Rate for Revolving Credit Loans Margin during any quarter, the daily maximum amount of each Letter of Credit shall be computed and multiplied by such the Applicable Rate Margin separately for each period during such quarter that such Applicable Rate Margin was in effect.

Letter of Credit Fees. The For each Letter of Credit issued, the Borrower shall pay to the Administrative Agent (a) a fee equal to the higher of (a) $1,000.00, or (b) 12.5 basis points on each Letter of Credit face amount, payable upon issuance of each such Letter of Credit, and (b) a fee (a “Letter of Credit Fee”) in an amount equal to the Applicable Margin (as applied to Tranche A LIBOR Rate Advances, to the extent such Letter of Credit is issued in reduction of Tranche A Loan Availability, and as applied to Tranche B LIBOR Rate Advances, to the extent such Letter of Credit is issued in reduction of Tranche B Loan Availability, as determined by Agent) per annum multiplied by the face amount of each outstanding Letter of Credit, which Letter of Credit Fee (i) shall be payable quarterly in arrears on the first day of each calendar quarter for the immediately preceding calendar quarter (which Letter of Credit Fee shall be pro-rated for any calendar quarter in which such Letter of Credit is issued, drawn upon or otherwise reduced or terminated) and (ii) shall be for the account of the Revolving Credit Lenders for the applicable Revolving Credit Facility (pro rata in accordance with their Pro Rata Share respective Commitment Percentages. In addition to the Letter of Credit Fee, the Borrower shall pay to the Agent, on demand, all amendment, drawing and other fees regularly charged by the Agent to its letter of credit customers and all out-of-pocket expenses incurred by the Agent in connection with the issuance, amendment, administration or other applicable share provided for under payment of any Letter of Credit. Notwithstanding anything in this Agreement) Agreement to the contrary, the parties acknowledge and agree that the determination of whether a Letter of Credit fee is issued in Dollars for each Letter reduction of Credit issued pursuant to this Agreement equal to the Applicable Rate for Revolving Credit Loans times the Dollar Equivalent Tranche A Loan Availability or in reduction of Tranche B Loan Availability shall be fixed as of the daily maximum amount then available to be drawn under such Letter date of Credit (whether or not such maximum amount is then in effect under such Letter of Credit if such maximum amount increases periodically pursuant to the terms of such Letter of Credit); provided, however, any Letter of Credit fees otherwise payable for the account of a Defaulting Lender with respect to any Letter of Credit as to which such Defaulting Lender has not provided Cash Collateral satisfactory to the L/C Issuer pursuant to this Section 2.03 shall be payable, to the maximum extent permitted by applicable Law, to the other Lenders in accordance with the upward adjustments in their respective Pro Rata Shares allocable to such Letter of Credit pursuant to Section 2.17(a)(iv), with the balance of such fee, if any, payable to the L/C Issuer for its own account. Such Letter of Credit fees shall be computed on a quarterly basis in arrears. Such Letter of Credit fees shall be due and payable in Dollars on the first Business Day after the end of each March, June, September and December, commencing with the first such date to occur after the issuance of such Letter of Credit, on the Letter of Credit Expiration Date and thereafter on demand. If there is any change in any Applicable Rate for Revolving Credit Loans during any quarter, the daily maximum amount of each so long as such Letter of Credit shall be computed and multiplied by such Applicable Rate separately for each period during such quarter that such Applicable Rate was in effectremain outstanding.

Letter of Credit Fees. The Borrower Subject to Section 12.9(e), the Borrowers shall pay to the Administrative Agent for the account pro rata benefit of the Revolving Credit Lenders for LC Issuer and the applicable Revolving Credit Facility (in accordance with their Pro Rata Share or other applicable share provided for under this Agreement) LC Participants a Letter per annum letter of Credit credit fee in Dollars for each Letter of Credit issued pursuant to this Agreement hereunder in an amount equal to the Applicable Rate Margin multiplied by the face amount of such Letter of Credit for Revolving the period such Letter of Credit Loans times is to be outstanding; provided that, for any Letter of Credit that is (i) Cash Collateralized or (ii) backed by a standby letter of credit issued by a financial institution acceptable to the Dollar Equivalent LC Issuer in its sole discretion, then the per annum letter of credit fee for such Letter of Credit shall be an amount equal to 1.00% multiplied by the face amount of such Letter of Credit for the period such Letter of Credit is outstanding. On each date of issuance of any Letter of Credit, the Borrowers shall pay to the LC Issuer, solely for its own account, a fronting fee in an amount equal to 0.25% of the daily original maximum amount then available to be drawn under such Letter of Credit (whether Credit. Each letter of credit fee shall be payable in advance on the date of the issuance of the Letter of Credit, and, in the case of an increase in the face amount or not such maximum amount is then in effect under extension of the expiry date of such Letter of Credit if only, on the date of such maximum amount increases periodically pursuant increase or extension. Without prejudice to the terms of such Letter of Credit); providedforegoing, 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 Borrowers also shall pay to the L/C Issuer pursuant to this Section 2.03 shall be payableLC Issuer, to the maximum extent permitted by applicable Law, to the other Lenders in accordance with the upward adjustments in their respective Pro Rata Shares allocable to such Letter of Credit pursuant to Section 2.17(a)(iv), with the balance of such fee, if any, payable to the L/C Issuer solely for its own account, promptly on demand such other usual and customary fees associated with any transfers, amendments, drawings, negotiations or re-issuances of any Letter of Credit. Such Letter of Credit fees shall be computed on a quarterly basis in arrears. Such Letter of Credit fees and charges shall be due and payable in Dollars on the first Business Day after the end of each March, June, September demand and December, commencing with the first such date to occur after the issuance of such Letter of Credit, on the Letter of Credit Expiration Date and thereafter on demand. If there is any change in any Applicable Rate for Revolving Credit Loans during any quarter, the daily maximum amount of each Letter of Credit shall be computed and multiplied by such Applicable Rate separately for each period during such quarter that such Applicable Rate was in effectnonrefundable.

Letter of Credit Fees. The Borrower shall pay to the Administrative Agent for the account of the each Revolving Credit Lenders for the applicable Revolving Credit Facility (Lender in accordance with their its applicable Pro Rata Share or other applicable share provided for under this Agreement) Share, a Letter of Credit fee in Dollars which shall accrue for each Letter of Credit issued pursuant to this Agreement in an amount equal to the Applicable Rate then in effect for Eurocurrency Rate Loans with respect to the Revolving Credit Loans times the Dollar Equivalent of Facility multiplied by the daily maximum amount then available to be drawn under such Letter of Credit (whether or not such maximum amount is then in effect under such Letter of Credit if such maximum amount increases periodically automatically pursuant to the terms of such Letter of Credit); provided, however, that any Letter of Credit fees otherwise payable for the account of a Defaulting Lender with respect to any Letter of Credit as to which such Defaulting Lender has not provided Cash Collateral satisfactory to the applicable L/C Issuer pursuant to this Section 2.03 shall be payable, to the maximum extent permitted by applicable Law, to the other Revolving Credit Lenders in accordance with the upward adjustments in their respective applicable Pro Rata Shares allocable to such Letter of Credit pursuant to Section 2.17(a)(iv), with the balance of such fee, if any, payable to the applicable L/C Issuer for its own account. Such Letter of Credit fees shall be computed on a quarterly basis in arrears. Such Letter of Credit fees arrears and shall be due and payable in Dollars on the first last Business Day after the end of each Marchfiscal quarter, Junein respect of the quarterly period then ending (or portion thereof, September and Decemberin the case of the first payment), commencing with the first such date to occur after the issuance of such Letter of Credit, on the Letter of Credit Expiration Date and thereafter on demand. If there is any change in any the Applicable Rate for Revolving Credit Loans during any quarter, the daily maximum amount of each Letter of Credit shall be computed and multiplied by such the Applicable Rate separately for each period during such quarter that such Applicable Rate was in effect.

Letter of Credit Fees. The Borrower shall pay to the Revolver Administrative Agent for the account of the each Revolving Credit Lenders for the applicable Revolving Credit Facility (Lender in accordance with their its Pro Rata Share or other applicable share provided for under this Agreement) a Letter of Credit fee in Dollars for each Letter of Credit issued outstanding pursuant to this Agreement equal to the Applicable Rate for Revolving Credit Loans per annum times the Dollar Equivalent of the daily maximum amount then available to be drawn under such Letter of Credit (whether or not such maximum amount is then in effect under such Letter of Credit if such maximum amount increases periodically pursuant to the terms of such Letter of Credit); provided, however, that any Letter of Credit such fees otherwise payable for the account of a Defaulting Lender with respect to any Letter of Credit as to which such Defaulting Lender has not provided Cash Collateral satisfactory to the applicable L/C Issuer pursuant to this Section 2.03 shall be payable, to the maximum extent permitted by applicable Law, to the other Revolving Credit Lenders in accordance with the upward adjustments in their respective Pro Rata Shares Applicable Percentages allocable to such Letter of Credit pursuant to Section 2.17(a)(iv2.17(a), with the balance of such fee, if any, payable to the applicable L/C Issuer for its own account. Such For purposes of computing the daily amount available to be drawn under any Letter of Credit, the amount of such Letter of Credit fees shall be computed on a quarterly basis determined in arrearsaccordance with Section 1.09. Such Letter letter of Credit credit fees shall be due and payable in arrears in Dollars on the first last Business Day after the end of each March, June, September and December, commencing with the first such date to occur after the issuance of such Letter of Credit, on the Letter of Credit Expiration Date and thereafter on demand. If there is any change in any the Applicable Rate for Revolving Credit Loans during any quarter, the daily maximum amount of each Letter of Credit shall be computed and multiplied by such the Applicable Rate separately for each period during such quarter that such Applicable Rate was in effect.

Letter of Credit Fees. (i) The Borrower shall agrees to pay (A) to the Administrative Agent for the account pro rata benefit of the Revolving Credit Lenders for the applicable Revolving Credit Facility (in accordance with their Pro Rata Share or other applicable share provided for under this Agreement) Banks a Letter of Credit per annum fee in Dollars for each Letter of Credit issued pursuant to this Agreement hereunder equal to the Applicable Rate Margin for Revolving Credit Loans times Eurodollar Advances on the Dollar Equivalent of the daily maximum face amount then available to be drawn under such Letter of Credit (whether or not such maximum amount is then in effect under such Letter of Credit if such maximum amount increases periodically pursuant to the terms of such Letter of Credit, but with a minimum annual fee of $1,000 on each Letter of Credit (collectively, the “Letter of Credit Fees”); provided, however, any Letter of Credit fees Fees otherwise payable for the account of a Defaulting Lender Bank with respect to any Letter of Credit as to which such Defaulting Lender Bank has not provided Cash Collateral satisfactory to the L/C Issuer Issuing Bank pursuant to this Section 2.03 2.7 shall be payable, to the maximum extent permitted by applicable LawLegal Requirements, to the other Lenders Banks in accordance with the upward adjustments in their respective Pro Rata Shares Share allocable to such Letter of Credit pursuant to Section 2.17(a)(iv2.16(a)(iv), with the balance of such fee, if any, payable to the L/C Issuer Issuing Bank for its own account. Such account and (B) to the Agent for the benefit of the Issuing Bank a fronting fee for each Letter of Credit fees shall be computed on a quarterly basis in arrears. Such Letter equal to 0.125% per annum of Credit fees shall be due and payable in Dollars on the first Business Day after the end of each March, June, September and December, commencing with the first such date to occur after the issuance face amount of such Letter of Credit, but with a minimum annual fee of $1,000 on the each Letter of Credit Expiration Date and thereafter on demandCredit. If there is any change in any Applicable Rate for Revolving Credit Loans during any quarter, the daily maximum amount of each Each such fee with respect to a Letter of Credit shall be computed payable quarterly in arrears for the period such Letter of Credit is outstanding, and multiplied by such Applicable Rate separately on the Maturity Date. (ii) The Borrower agrees to pay to the Issuing Bank for each period during such quarter that such Applicable Rate was its own account the customary issuance, presentation, amendment, and other processing fees, and other standard costs and charges, of the Issuing Bank relating to letters of credit as from time to time in effect. Such customary fees and standard costs and charges are due and payable on demand and are nonrefundable.

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

Letter of Credit Fees. The Borrower shall pay to the Administrative Agent for the account of the each Revolving Credit Lenders for the applicable Revolving Credit Facility (Lender in accordance with their its applicable Pro Rata Share or other applicable share provided for under this Agreement) Share, a Letter of Credit fee in Dollars which shall accrue for each Letter of Credit issued pursuant to this Agreement of each Tranche in an amount equal to the Applicable Rate then in effect for SOFR Loans with respect to the Revolving Credit Loans times the Dollar Equivalent of Facility multiplied by the daily maximum amount then available to be drawn under such Letter of Credit (whether or not such maximum amount is then in effect under such Letter of Credit if such maximum amount increases periodically automatically pursuant to the terms of such Letter of Credit); provided, however, that any Letter of Credit fees otherwise payable for the account of a Defaulting Lender with respect to any Letter of Credit as to which such Defaulting Lender has not provided Cash Collateral satisfactory to the applicable L/C Issuer pursuant to this Section 2.03 shall be payable, to the maximum extent permitted by applicable Law, to the other Revolving Credit Lenders under the applicable Tranche in accordance with the upward adjustments in their respective applicable Pro Rata Shares allocable to such Letter of Credit pursuant to Section 2.17(a)(iv)2.17(a)iv, with the balance of such fee, if any, payable to the applicable L/C Issuer for its own account. Such Letter of Credit fees shall be computed on a quarterly basis in arrears. Such Letter of Credit fees arrears and shall be due and payable in Dollars on the first last Business Day after the end of each Marchfiscal quarter, Junein respect of the quarterly period then ending (or portion thereof, September and Decemberin the case of the first payment), commencing with the first such date to occur after the issuance of such Letter of Credit, and on the Letter of Credit Expiration Date and thereafter on demandDate. If there is any change in any the Applicable Rate for Revolving Credit Loans during any quarter, the daily maximum amount of each Letter of Credit shall be computed and multiplied by such the Applicable Rate separately for each period during such quarter that such Applicable Rate was in effect.

Letter of Credit Fees. The Borrower Company shall pay to the Administrative Agent for the account of the Revolving Credit Lenders for the applicable Revolving Credit Facility (each Lender in accordance with their Pro Rata Share or other applicable share provided for under this Agreement) its Applicable Percentage, in Dollars, a Letter letter of Credit credit fee in Dollars for each Letter of Credit issued pursuant to this Agreement equal to the Applicable Rate for Revolving Credit Loans times product of (i) the Dollar Equivalent of the daily maximum amount then available to be drawn under such Letter of Credit times (whether ii)(x) if the Outstanding Amount of all LC Obligations as of the date of computation is less than 50% of the LC Sublimit, 1.0% per annum and (y) if the Outstanding Amount of all LC Obligations as of the date of computation is 50% or not such maximum amount is then more of the LC Sublimit, the Applicable Rate for Eurodollar Loans in effect under on the date of computation; provided that, upon the request of the Required Lenders while any Event of Default exists, the rate per annum at which such Letter letter of Credit if such maximum amount increases periodically pursuant to the terms of such Letter of Credit)credit fees are calculated shall be increased by 2%; and provided, howeverfurther, that any Letter such letter of Credit credit fees otherwise payable for the account of a Defaulting Lender with respect to any Letter of Credit as to which such Defaulting Lender has not provided Cash Collateral satisfactory to the L/C Issuer pursuant to this Section 2.03 2.16 shall be payable, to the maximum extent permitted by applicable Law, to the other Lenders in accordance with the upward adjustments in their respective Pro Rata Shares Applicable Percentages allocable to such Letter of Credit pursuant to Section 2.17(a)(iv), with the balance of such feefees, if any, payable to the L/C Issuer for its own account. Such Letter letter of Credit credit fees shall be computed on a quarterly basis in arrears. Such Letter arrears as of Credit fees shall be due and payable in Dollars on the first Business Day after the end last day of each March, June, September and December, commencing with the first such date to occur after the issuance of such Letter of Creditfiscal quarter, on the Letter date specified in clause (y) of Credit Expiration Date the following sentence and from time to time thereafter on demand. upon request of the Administrative Agent.. If there is any change in any the Applicable Rate for Revolving Credit Loans during any quarter, the daily maximum amount of each standby Letter of Credit shall be computed and multiplied by such the Applicable Rate separately for each period during such quarter that such Applicable Rate was in effect.

Letter of Credit Fees. The Borrower Borrowers shall pay to the Administrative Agent for the account of the each Revolving Credit Lenders for the applicable Lender under any Revolving Credit Facility (Tranche in accordance with their its Pro Rata Share or other applicable share provided for under this Agreement) Share, a Letter of Credit fee in Dollars which shall accrue for each Letter of Credit issued pursuant to this Agreement under such Revolving Tranche in an amount equal to the Applicable Rate then in effect for Revolving Credit Eurocurrency Rate Loans times the Dollar Equivalent of with respect to such Tranche multiplied by the daily maximum amount then available to be drawn under such Letter of Credit (whether or not such maximum amount is then in effect under such Letter of Credit if such maximum amount increases periodically pursuant to the terms of such Letter of Credit); provided, however, that any Letter of Credit fees otherwise payable for the account of a Defaulting Lender with respect to any Letter of Credit as to which such Defaulting Lender has not provided Cash Collateral satisfactory to the applicable L/C Issuer pursuant to this Section 2.03 shall be payable, to the maximum extent permitted by applicable Law, to the other Lenders under the applicable Tranche in accordance with the upward adjustments in their respective Pro Rata Shares allocable to such Letter of Credit pursuant to Section 2.17(a)(iv), with the balance of such fee, if any, payable to the applicable L/C Issuer for its own account. Such Letter of Credit fees shall be computed on a quarterly basis in arrears. Such Letter of Credit fees arrears and shall be due and payable in Dollars on the first last Business Day after the end of each March, June, September and December, in respect of the quarterly period then ending (or portion thereof, in the case of the first payment), commencing with the first such date to occur after the issuance of such Letter of Credit, on the Letter of Credit Expiration Date and thereafter on demand. If there is any change in any the Applicable Rate for Revolving Credit Loans during any quarter, the daily maximum amount of each Letter of Credit shall be computed and multiplied by such the Applicable Rate separately for each period during such quarter that such Applicable Rate was in effect. Each payment of fees under this clause (g) on any Letters of Credit shall be made in Dollars.

Letter of Credit Fees. The Borrower shall pay to the Administrative Agent for the account of the Revolving Credit Lenders for the applicable Revolving Credit Facility (each Lender in accordance with their Pro Rata Share or other applicable share provided for under this Agreement) its Applicable Percentage, in US Dollars, a Letter of Credit fee in Dollars (the “Letter of Credit Fee”) for each Letter of Credit issued pursuant to this Agreement equal to the Applicable Rate for Revolving Credit Loans times the US Dollar Equivalent of the daily maximum amount then available to be drawn under such Letter of Credit (whether or not such maximum amount is then in effect under such Credit. Each Defaulting Lender shall be entitled to receive Letter of Credit if such maximum amount increases periodically Fees pursuant to the terms of such Letter of Credit); provided, however, this Section 2.04(h) for any Letter of Credit fees otherwise payable for the account of period during which that Lender is a Defaulting Lender with respect only to any Letter the extent allocable to its Applicable Percentage of Credit as to the stated amount of Letters of Credits for which such Defaulting Lender it has not provided Cash Collateral satisfactory to the L/C Issuer pursuant to this Section 2.03 2.04; provided, however, any Letter of Credit Fees not payable for the account of a Defaulting Lender pursuant to this sentence shall be payable, to the maximum extent permitted by applicable Law, to the other Lenders in accordance with the upward adjustments in their respective Pro Rata Shares Applicable Percentages allocable to such Letter of Credit Credits pursuant to Section 2.17(a)(iv), with the balance of such feeLetter of Credit Fees, if any, payable to the L/C Issuer for its own account. Such For purposes of computing the daily amount available to be drawn under any Letter of Credit, the amount of such Letter of Credit fees shall be computed on a quarterly basis determined in arrearsaccordance with Section 1.08. Such Letter of Credit fees Fees shall be (i) due and payable in Dollars on the first Business Day after the end of each March, June, September and December, commencing with the first such date to occur after the issuance of such Letter of Credit, on the Letter of Credit Expiration Date and thereafter on demanddemand and (ii) computed on a quarterly basis in arrears. If there is any change in any the Applicable Rate for Revolving Credit Loans during any quarter, the daily maximum amount of available to be drawn under each Letter of Credit shall be computed and multiplied by such the Applicable Rate separately for each period during such quarter that such Applicable Rate was in effect.

Letter of Credit Fees. The Borrower first two sentences of Section 2.3(g) are amended in their entirety to read as follows: The Company shall pay to the Administrative Agent for the account of the Revolving Credit Lenders for the applicable Revolving Credit Facility (each Lender in accordance with their Pro Rata Share or other applicable share provided for under this Agreement) its Applicable Percentage, in Dollars, a Letter letter of Credit credit fee in Dollars for each Letter of Credit issued pursuant to this Agreement equal to the Applicable Rate for Revolving Credit Loans times product of (i) the Dollar Equivalent of the daily maximum amount then available to be drawn under such Letter of Credit times (whether ii)(x) if the Outstanding Amount of all LC Obligations as of the date of computation is less than 50% of the LC Sublimit, 1.0% per annum and (y) if the Outstanding Amount of all LC Obligations as of the date of computation is 50% or not such maximum amount is then more of the LC Sublimit, the Applicable Rate for Eurodollar Loans in effect under on the date of computation; provided that, upon the request of the Required Lenders while any Event of Default exists, the rate per annum at which such Letter letter of Credit if such maximum amount increases periodically pursuant to the terms of such Letter of Credit)credit fees are calculated shall be increased by 2%; and provided, howeverfurther, that any Letter such letter of Credit credit fees otherwise payable for the account of a Defaulting Lender with respect to any Letter of Credit as to which such Defaulting Lender has not provided Cash Collateral satisfactory to the L/C Issuer pursuant to this Section 2.03 2.16 shall be payable, to the maximum extent permitted by applicable Law, to the other Lenders in accordance with the upward adjustments in their respective Pro Rata Shares Applicable Percentages allocable to such Letter of Credit pursuant to Section 2.17(a)(iv), with the balance of such feefees, if any, payable to the L/C Issuer for its own account. Such Letter letter of Credit credit fees shall be computed on a quarterly basis in arrears. Such Letter arrears as of Credit fees shall be due and payable in Dollars on the first Business Day after the end last day of each March, June, September and December, commencing with the first such date to occur after the issuance of such Letter of Creditfiscal quarter, on the Letter date specified in clause (y) of Credit Expiration Date the following sentence and from time to time thereafter on demand. If there is any change in any Applicable Rate for Revolving Credit Loans during any quarter, upon request of the daily maximum amount of each Letter of Credit shall be computed and multiplied by such Applicable Rate separately for each period during such quarter that such Applicable Rate was in effectAdministrative Agent.

Letter of Credit Fees. The Company or a Borrower shall pay to the Administrative Agent for the account of the each Participating Revolving Credit Lenders for the applicable Revolving Credit Facility (Lender in accordance with their its Pro Rata Share or other applicable share provided for under this Agreement) Agreement a Letter of Credit fee in Dollars for each Letter of Credit issued pursuant to this Agreement equal to the Applicable Rate for Revolving Credit Loans times the Dollar Equivalent of the daily maximum amount then available to be drawn under such Letter of Credit (whether or not such maximum amount Dollar Amount is then in effect under such Letter of Credit if such maximum amount increases periodically pursuant to the terms of such Letter of Credit); provided, however, any Letter of Credit fees otherwise payable for the account of a Defaulting Lender with respect to any Letter of Credit as to which such Defaulting Lender has not provided Cash Collateral satisfactory to the L/C Issuer pursuant to this Section 2.03 shall be payable, to the maximum extent permitted by applicable Law, to the other Lenders in accordance with the upward adjustments in their respective Pro Rata Shares allocable to such Letter of Credit pursuant to Section 2.17(a)(iv), with the balance of such fee, if any, payable to the L/C Issuer for its own account. Such Letter of Credit fees shall be computed on a quarterly basis in arrears. Such Letter of Credit fees shall be due and payable in Dollars on the first Business Day after the end of each March, June, September and December, commencing with the first such date to occur after the issuance of such Letter of Credit, on the applicable Letter of Credit Expiration Date and thereafter on demand. If there is any change in any the Applicable Rate for Revolving Credit Loans during any quarter, the daily maximum amount of each Letter of Credit shall be computed and multiplied by such the Applicable Rate separately for each period during such quarter that such Applicable Rate was in effect.

Letter of Credit Fees. The Borrower shall agrees to pay (i) quarterly, in arrears, on each Payment Date, to the Administrative Agent for the account ratable benefit of the Revolving Credit Lenders for the applicable Revolving Credit Facility (except as set forth in accordance with their Pro Rata Share or other applicable share provided for under this Agreement) SECTION 9.2), a Letter letter of Credit credit fee in Dollars for each Letter of Credit issued pursuant to this Agreement at a rate per annum equal to the Applicable Rate L/C Fee Percentage on the average daily outstanding face amount available for Revolving Credit Loans times drawing under all standby Letters of Credit; (ii) quarterly, in arrears, on each Payment Date, to the Dollar Equivalent Agent for the sole account and benefit of the Issuing Bank, a fronting fee at a rate per annum equal to 0.125% on the average daily maximum outstanding face amount then available for drawing under all standby Letters of Credit; and (iii) to be drawn under such Letter the Agent for the benefit of each Issuing Bank, all customary fees and other issuance, amendment, document examination, negotiation and presentment expenses and related charges in connection with the issuance, amendment, presentation of L/C Drafts, and the like customarily charged by the Issuing Bank with respect to standby and commercial Letters of Credit, including, without limitation, standard commissions with respect to commercial Letters of Credit (whether or which commissions shall be negotiated between the Borrower and the applicable Issuing Bank but which, in any event, shall not exceed the Applicable L/C Fee Percentage), payable at the time of invoice of such maximum amount is then in effect under such Letter of Credit if such maximum amount increases periodically pursuant amounts. With respect to the terms of such Letter Existing Letters of Credit); provided, however, the provisions of this SECTION 3.7 shall supersede any Letter of Credit fees otherwise payable for the account of a Defaulting Lender existing fee arrangements with respect to any Letter of Credit as to which such Defaulting Lender has not provided Cash Collateral satisfactory to the L/C Issuer pursuant to this Section 2.03 shall be payable, to the maximum extent permitted by applicable Law, to the other Lenders in accordance with the upward adjustments in their respective Pro Rata Shares allocable to such Letter of Credit pursuant to Section 2.17(a)(iv), with the balance of such fee, if any, payable to the L/C Issuer for its own account. Such Letter of Credit fees shall be computed on a quarterly basis in arrears. Such Letter of Credit fees shall be due and payable in Dollars on the first Business Day after the end of each March, June, September and December, commencing with the first such date to occur after the issuance of such Letter Existing Letters of Credit, on the Letter of Credit Expiration Date and thereafter on demand. If there is any change in any Applicable Rate for Revolving Credit Loans during any quarter, the daily maximum amount of each Letter of Credit shall be computed and multiplied by such Applicable Rate separately for each period during such quarter that such Applicable Rate was in effect.

Letter of Credit Fees. The Borrower shall pay to the Administrative Agent for the account of the Revolving Credit Lenders for the applicable Revolving Credit Facility (in accordance with their Pro Rata Share or other applicable share provided for under this Agreement) a Letter of Credit fee in Dollars for each Letter of Credit issued pursuant to this Agreement equal to the Applicable Rate for Revolving Credit Loans times the Dollar Equivalent of the daily maximum amount then available to be drawn under such Letter of Credit (whether or not such maximum amount is then in effect under such Letter of Credit if such maximum amount increases periodically pursuant to the terms of such Letter of Credit); provided, however, any Letter of Credit fees otherwise payable for the account of a Defaulting Lender with respect to any Letter of Credit as to which such Defaulting Lender has not provided Cash Collateral satisfactory to the L/C Issuer pursuant to this Section SectionSection 2.03 shall be payable, to the maximum extent permitted by applicable Law, to the other Lenders in accordance with the upward adjustments in their respective Pro Rata Shares allocable to such Letter of Credit pursuant to Section SectionSection 2.17(a)(iv), with the balance of such fee, if any, payable to the L/C Issuer for its own account. Such Letter of Credit fees shall be computed on a quarterly basis in arrears. Such Letter of Credit fees shall be due and payable in Dollars on the first last Business Day after the end of each March, June, September and December, commencing with the first such date to occur after the issuance of such Letter of Credit, on the Letter of Credit Expiration Date and thereafter on demand. If there is any change in any Applicable Rate for Revolving Credit Loans during any quarter, the daily maximum amount of each Letter of Credit shall be computed and multiplied by such Applicable Rate separately for each period during such quarter that such Applicable Rate was in effect.

Letter of Credit Fees. The Borrower Borrowers shall pay to the Administrative Agent for the account of each Revolving Lender in accordance, subject to Section 2.172.18, with its Applicable Percentage in respect of the Revolving Credit Lenders for the applicable Revolving Credit Facility (in accordance with their Pro Rata Share or other applicable share provided for under this Agreement) a Letter of Credit fee in Dollars (the “Letter of Credit Fee”) for each Letter of Credit issued pursuant to this Agreement equal to the Applicable Rate for Revolving Credit LIBO Rate Loans times the Dollar Equivalent of the maximum daily maximum amount then available to be drawn under each such Letter of Credit (whether or not such maximum amount is then in effect under such Letter of Credit if such maximum Credit). For purposes of computing the daily amount increases periodically pursuant available to the terms of such be drawn under any Letter of Credit); provided, however, any the amount of the Letter of Credit fees otherwise payable for the account of a Defaulting Lender shall be determined in accordance with respect to any Section 1.06. Letter of Credit as to which such Defaulting Lender has not provided Cash Collateral satisfactory to the L/C Issuer pursuant to this Section 2.03 Fees shall be payable, to the maximum extent permitted by applicable Law, to the other Lenders in accordance with the upward adjustments in their respective Pro Rata Shares allocable to such Letter of Credit pursuant to Section 2.17(a)(iv), with the balance of such fee, if any, payable to the L/C Issuer for its own account. Such Letter of Credit fees shall be computed on a quarterly basis in arrears. Such Letter of Credit fees shall be (i) due and payable in Dollars on the first Business BusinessCalendar Day after the end of each March, June, September and December, commencing with the first such date to occur after the issuance of such Letter of Credit, on the Letter of Credit Expiration Date and thereafter on demand, and (ii) computed on a quarterly basis in arrears. If there is any change in any the Applicable Rate for Revolving Credit Loans during any quarter, the daily maximum amount of available to be drawn under each Letter of Credit shall be computed and multiplied by such the Applicable Rate separately for each period during such quarter that such Applicable Rate was in effect. Notwithstanding anything to the contrary contained herein, while any Event of Default exists, the Administrative Agent may, and upon the request of the Required Revolving Lenders shall, notify the Lead Borrower that all Letter of Credit Fees shall accrue at the Default Rate (determined for Revolving Loans) and thereafter such Letter of Credit Fees shall accrue at such Default Rate to the fullest extent permitted by applicable Laws.

Letter of Credit Fees. The Borrower shall pay to the Administrative Agent for the account of the each Revolving Credit Lenders for the applicable Revolving Credit Facility (Lender in accordance with their its Pro Rata Share or other applicable share provided for under this Agreement) Share, a Letter of Credit fee in Dollars for each Letter of Credit issued pursuant to this Agreement equal to the Applicable Rate then in effect for Eurodollar Rate Loans with respect to the Revolving Credit Loans Facility times the Dollar Equivalent of the daily maximum amount then available to be drawn under such Letter of Credit (whether or not such maximum amount is then in effect under such Letter of Credit if such maximum amount increases periodically pursuant to the terms of such Letter of Credit); provided, however, that any Letter of Credit fees Fees otherwise payable for the account of a Defaulting Lender with respect to any Letter of Credit as to which such Defaulting Lender has not provided Cash Collateral satisfactory to the L/C Issuer pursuant to this Section 2.03 shall be payable, to the maximum extent permitted by applicable Law, to the other Lenders in accordance with the upward adjustments in their respective Pro Rata Shares allocable to such Letter of Credit pursuant to Section 2.17(a)(iv2.18(a)(iv), with the balance of such fee, if any, payable to the L/C Issuer for its own account. Such Letter letter of Credit credit fees shall be computed on a quarterly basis in arrears. Such Letter letter of Credit credit fees shall be due and payable in Dollars on the first Business Day after the end of each March, June, September and December, commencing with the first such date to occur after the issuance of such Letter of Credit, on the Letter of Credit Expiration Date and thereafter on demand. If there is any change in any the Applicable Rate for Revolving Credit Loans during any quarter, the daily maximum amount of each Letter of Credit shall be computed and multiplied by such the Applicable Rate separately for each period during such quarter that such Applicable Rate was in effect.

Letter of Credit Fees. The (i) Each Borrower shall pay to the Administrative Agent for the account of each Lender a commission on such Lender’s Ratable Share of the Revolving Credit Lenders for the applicable Revolving Credit Facility (in accordance with their Pro Rata Share or other applicable share provided for under this Agreement) a Letter average daily aggregate Available Amount of Credit fee in Dollars for each Letter all Letters of Credit issued pursuant for the account of such Borrower and outstanding from time to this Agreement time at a rate per annum equal to the Applicable Margin for Eurocurrency Rate for Revolving Credit Loans times the Dollar Equivalent of the daily maximum amount then available to be drawn under such Letter of Credit (whether or not such maximum amount is then Advances in effect under from time to time during such Letter of Credit if such maximum amount increases periodically pursuant to the terms of such Letter of Credit); provided, however, any Letter of Credit fees otherwise payable for the account of a Defaulting Lender with respect to any Letter of Credit as to which such Defaulting Lender has not provided Cash Collateral satisfactory to the L/C Issuer pursuant to this Section 2.03 shall be payable, to the maximum extent permitted by applicable Law, to the other Lenders in accordance with the upward adjustments in their respective Pro Rata Shares allocable to such Letter of Credit pursuant to Section 2.17(a)(iv), with the balance of such fee, if anycalendar quarter, payable to the L/C Issuer for its own account. Such Letter of Credit fees shall be computed on a in arrears quarterly basis in arrears. Such Letter of Credit fees shall be due and payable in Dollars on the first Business Day after the end last day of each March, June, September and December, commencing with the first such date to occur after the issuance of such Letter of Creditquarter ended March 31, 2012, and on the Letter Termination Date; provided, that no Defaulting Lender shall be entitled to receive any commission in respect of Letters of Credit Expiration Date for any period during which that Lender is a Defaulting Lender (and thereafter on demand. If there 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 the Applicable Margin shall be 2% above the Applicable Margin in effect upon the occurrence and during the continuation of an Event of Default if such Borrower is any change 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 and such other commissions, issuance fees, transfer fees and other fees and charges in any Applicable Rate for Revolving Credit Loans during any quarter, connection with the daily maximum amount Issuance or administration of each Letter of Credit as such Borrower and such Issuing Bank shall be computed and multiplied by such Applicable Rate separately for each period during such quarter that such Applicable Rate was in effectagree.

Letter of Credit Fees. The Borrower Company shall pay to the Administrative Agent for the account of the Revolving Credit Lenders for the applicable Revolving Credit Facility (each Lender in accordance with their its Pro Rata Share or other applicable share provided for under this Agreement) Share, in US Dollars, a Letter of Credit fee in Dollars (the “Letter of Credit Fee”) for each Letter of Credit issued pursuant to this Agreement equal to the Applicable L/C Fee Rate for Revolving Credit Loans times the Dollar Equivalent of the daily maximum amount then available to be drawn under such Letter of Credit (whether or not such maximum amount is then determined in effect under such Letter of Credit if such maximum amount increases periodically pursuant to the terms of such Letter of Creditaccordance with Section 1.7); provided, however, provided that any Letter of Credit fees Fees otherwise payable for the account of a Defaulting Lender with respect to any Letter of Credit as to which such Defaulting Lender has not provided Cash Collateral satisfactory to the L/C Issuer applicable Issuing Bank pursuant to this Section 2.03 2.4 shall be payable, to the maximum extent permitted by applicable Law, to the other Lenders in accordance with the upward adjustments in their respective Pro Rata Shares allocable to such Letter of Credit pursuant to Section 2.17(a)(iv)2.18, with the balance of such fee, if any, payable to the L/C Issuer applicable Issuing Bank for its own account. Such Letter of Credit fees Fees shall be (i) computed on a quarterly basis in arrears. Such Letter of Credit fees shall be arrears and (ii) due and payable in Dollars on the first Business Day after the end of each March, June, September and December, commencing with the first such date to occur after the issuance of such Letter of Credit, on the Letter of Credit Expiration Date and thereafter on demand. If there is any change in any Applicable the L/C Fee Rate for Revolving Credit Loans during any quarter, the daily maximum amount of each Letter of Credit shall be computed and multiplied by such Applicable the L/C Fee Rate separately for each period during such quarter that such Applicable L/C Fee Rate was in effect. Notwithstanding anything to the contrary contained herein, upon the request of the Required Lenders, while any Event of Default exists, all Letter of Credit Fees shall accrue at the Default Rate.

Letter of Credit Fees. The Borrower Company shall pay to the Administrative Agent for the account of the Revolving Credit Lenders for the applicable Revolving Credit Facility (each Committed Loan Lender of a Tranche in accordance with their Pro Rata Share or other applicable share provided its Applicable Percentage for under this Agreement) such Tranche, in Dollars, a Letter of Credit fee in Dollars (the “Letter of Credit Fee”) for each Letter of Credit issued pursuant to this Agreement under such Tranche equal to the Applicable Rate for Revolving Credit Loans times the Dollar Equivalent of the daily maximum amount then available to be drawn under such Letter of Credit (whether or not such maximum amount is then in effect under such Letter of Credit if such maximum amount increases periodically pursuant to the terms of such Letter of Credit); provided, however, the Company shall not have to pay any Letter of Credit fees Fees otherwise payable for the account of a Defaulting Lender with respect to any Letter of Credit as to which such Defaulting Lender has not provided Cash Collateral satisfactory to the L/C Issuer pursuant to this Section 2.03 shall be payable2.04, except (x) to the maximum extent permitted by applicable Law, to the other Committed Loan Lenders in accordance with the upward adjustments in their respective Pro Rata Shares Applicable Percentages allocable to such Letter of Credit pursuant to Section 2.17(a)(iv2.18(a)(iv), with and (y) to the balance extent allocable to the L/C Issuer’s Fronting Exposure in respect of such feeDefaulting Lender, if any, payable to the L/C Issuer for its own account. Such For purposes of computing the daily amount available to be drawn under any Letter of Credit, the amount of such Letter of Credit fees shall be computed on a quarterly basis determined in arrearsaccordance with Section 1.06. Such Letter of Credit fees Fees shall be (i) due and payable in Dollars on the first Business Day after the end of each March, June, September and December, commencing with the first such date to occur after the issuance of such Letter of Credit, on the Letter of Credit Expiration Maturity Date and thereafter on demanddemand and (ii) computed on a quarterly basis in arrears. If there is any change in any the Applicable Rate for Revolving Credit Loans during any quarter, the daily maximum amount of available to be drawn under each Letter of Credit shall be computed and multiplied by such the Applicable Rate separately for each period during such quarter that such Applicable Rate was in effect.

Letter of Credit Fees. The Borrower shall pay pay, solely with respect to the Letters of Credit issued at the request of Borrower, to Administrative Agent for the account of the Revolving Credit Lenders for the applicable Revolving Credit Facility (each Lender in accordance with their Pro Rata Share or other applicable share provided for under this Agreement) such Lender’s Percentage Share, a Letter of Credit fee in Dollars (the “Letter of Credit Fee”) for each Letter of Credit issued pursuant to this Agreement equal to the Applicable Rate Margin for Revolving Credit Eurodollar Loans times the Dollar Equivalent of the daily maximum amount then available to be drawn under such Letter of Credit (whether or not such maximum amount is then in effect under Credit; provided, no such Letter of Credit if Fee shall accrue or be deemed to have accrued, or be owing or payable by Borrower to Administrative Agent for the account of any Lender with respect to such maximum amount increases periodically pursuant to the terms Lender’s Percentage Share of such Letter of Credit); provided, however, any Letter of Credit fees otherwise payable for in the account of a Defaulting Lender event Borrower has entered into an arrangement with LC Issuer with respect to any Letter LC Issuer’s risk with respect to such Lender’s obligation to fund its Percentage Share of Credit as to which such Defaulting Lender has not provided Cash Collateral satisfactory to the L/C Issuer pursuant to this Section 2.03 shall be payable, to the maximum extent permitted by applicable Law, to the other Lenders in accordance Unreimbursed Amounts with the upward adjustments in their respective Pro Rata Shares allocable respect to such Letter of Credit pursuant Credit. as contemplated in Section 2.10(a)(iii)(E). For purposes of computing the daily amount available to Section 2.17(a)(iv)be drawn under any Letter of Credit, with the balance amount of such fee, if any, payable to the L/C Issuer for its own account. Such Letter of Credit fees shall be determined in accordance with Section 1.6. Subject to the proviso set forth in the second immediately preceding sentence hereof, Letter of Credit Fees shall be computed on a quarterly basis in arrears. Such Letter of Credit fees arrears and shall be due and payable in Dollars on the first Business Day after the end last day of each March, June, September and December, commencing with the first such date to occur after the issuance of such Letter of Credit, on the Letter of Credit Expiration Date and thereafter on demand. If there is any change in any such Applicable Rate for Revolving Credit Loans Margin during any quarter, the daily maximum amount of available to be drawn under each Letter of Credit shall be computed and multiplied by such Applicable Rate Margin separately for each period during such quarter that such Applicable Rate Margin was in effect.

Letter of Credit Fees. The Borrower shall pay pay, to the Administrative Agent for the account of the Revolving Credit Lenders for the applicable Revolving Credit Facility (each Lender in accordance with their Pro Rata Share or other applicable share provided for under this Agreement) its L/C Risk Participation in each Letter of Credit, a Letter of Credit fee in Dollars for each such Letter of Credit issued pursuant to this Agreement for the period from the date of issuance of such Letter of Credit until the expiry thereof, at a per annum rate equal to the Applicable Margin for LIBOR Loans (plus two percent (2.00%) during such time that the Default Rate for Revolving Credit Loans times is in effect with respect to the Dollar Equivalent of Obligations pursuant to Section 2.07(c)) applicable from time to time during such period multiplied by the actual daily maximum amount then available to be drawn under such Letter of Credit (whether or not such maximum amount is then in effect under such Letter of Credit if such maximum amount increases periodically pursuant to the terms of such Letter of Credit); provided, however, that any Letter of Credit fees otherwise payable for the account of a Defaulting Lender with respect to any Letter of Credit as to which such Defaulting Lender has not provided Cash Collateral satisfactory to the L/C Issuer pursuant to this Section 2.03 2.16(c) shall be payable, to the maximum extent permitted by applicable LawGovernmental Rules, to the other Lenders in accordance with the upward adjustments in of their respective Pro Rata Shares allocable to participations in such Letter of Credit pursuant to Section 2.17(a)(iv2.16(a)(iv), with the balance of such fee, if any, payable to the L/C Issuer for its own account. Such fee for each Letter of Credit fees shall be computed on a quarterly basis in arrears. Such Letter of Credit fees shall be due and payable quarterly in Dollars arrears on the first last Business Day after the end of each March, June, September and Decemberfiscal quarter, commencing with the first such date day to occur after the issuance of such Letter of Credit, Credit and on the Letter of Credit Expiration Date Date. Each such fee, when due, shall be fully earned and thereafter on demandwhen paid, shall be non-refundable. If there is any change in any the Applicable Rate Margin for Revolving Credit LIBOR Loans during any fiscal quarter, the daily maximum amount Applicable Margin used for the calculation of each the Letter of Credit fee shall be computed and multiplied by such the Applicable Rate separately Margin for LIBOR Loans on each period day during such quarter that such Applicable Rate was in effectquarter.

Letter of Credit Fees. The (i) Each Borrower shall pay to the Administrative Agent for the account of each Lender a commission on such Lender’s Ratable Share of the Revolving Credit Lenders for the applicable Revolving Credit Facility (in accordance with their Pro Rata Share or other applicable share provided for under this Agreement) a Letter average daily aggregate Available Amount of Credit fee in Dollars for each Letter all Letters of Credit issued pursuant for the account of such Borrower and outstanding from time to this Agreement time at a rate per annum equal to the Applicable Margin for Eurocurrency Rate for Revolving Credit Loans times the Dollar Equivalent of the daily maximum amount then available to be drawn under such Letter of Credit (whether or not such maximum amount is then Advances in effect under from time to time during such Letter of Credit if such maximum amount increases periodically pursuant to the terms of such Letter of Credit); provided, however, any Letter of Credit fees otherwise payable for the account of a Defaulting Lender with respect to any Letter of Credit as to which such Defaulting Lender has not provided Cash Collateral satisfactory to the L/C Issuer pursuant to this Section 2.03 shall be payable, to the maximum extent permitted by applicable Law, to the other Lenders in accordance with the upward adjustments in their respective Pro Rata Shares allocable to such Letter of Credit pursuant to Section 2.17(a)(iv), with the balance of such fee, if anycalendar quarter, payable to the L/C Issuer for its own account. Such Letter of Credit fees shall be computed on a in arrears quarterly basis in arrears. Such Letter of Credit fees shall be due and payable in Dollars on the first Business Day after the end last day of each March, June, September and December, commencing with the first such date to occur after the issuance of such Letter of Creditquarter ended March 31, 2013, and on the Letter Termination Date applicable to such Lender; provided, that no Defaulting Lender shall be entitled to receive any commission in respect of Letters of Credit Expiration Date for any period during which that Lender is a Defaulting Lender (and thereafter on demand. If there the Borrowers shall not be required to pay such commission to that Defaulting Lender but shall pay such commission in the manner and to the extent set forth in Section 2.20); provided, further, that the Applicable Margin shall be 1% above the Applicable Margin in effect upon the occurrence and during the continuation of an Event of Default if such Borrower is any change in any Applicable Rate required to pay default interest pursuant to Section 2.07(b). (ii) Each Borrower shall pay to each Issuing Bank, for Revolving Credit Loans during any quarterits own account, a fronting fee equal to 0.125% per annum of the daily maximum amount Available Amount of each Letter of Credit shall be computed and multiplied issued by such Applicable Rate separately for Issuing Bank, payable in arrears quarterly on the last day of each period during March, June, September and December, and such quarter that other commissions, issuance fees, transfer fees and other fees and charges in connection with the Issuance or administration of each Letter of Credit as such Applicable Rate was in effectBorrower and such Issuing Bank shall agree.

Letter of Credit Fees. (i) The Borrower shall pay to the Administrative Agent Agent, for the ratable account of the Revolving Credit LC Lenders for the applicable Revolving Credit Facility (in accordance with their Pro Rata Share or other applicable share provided respective Percentages of the amount of Letters of Credit, a letter of credit fee (computed, notwithstanding any provision to the contrary in this Agreement (including the use of the term “per annum”), on the basis of a year of three hundred sixty (360) days and the actual number of days elapsed) for under this Agreement) each day at a rate per annum equal to the Applicable Margin, of the average stated amount of the Letters of Credit issued and outstanding as of such day (the “Letter of Credit fee Fee”). Accrued Letter of Credit Fees shall be due and payable in Dollars arrears on each Quarterly Payment Date and on the Maturity Date. In addition, the Borrower shall pay to each of the LC Issuers for its own account the applicable LC Issuer’s standard issuance, drawing, negotiation, amendment, assignment, and other administrative fees for each Letter of Credit issued pursuant as reasonably established by such LC Issuer from time to this Agreement equal to time. For the Applicable Rate for Revolving Credit Loans times the Dollar Equivalent avoidance of the daily maximum amount then available to be drawn under such Letter of Credit (whether or not such maximum amount is then in effect under such Letter of Credit if such maximum amount increases periodically pursuant to the terms of such Letter of Credit); provideddoubt, however, any Letter of Credit fees otherwise payable for the account of a Defaulting Lender with respect to any Letter of Credit, no Letter of Credit as to which such Defaulting Lender has not provided Cash Collateral satisfactory Fee will accrue to the L/C Issuer pursuant to this Section 2.03 shall be payable, to the maximum extent permitted by applicable Law, to the other Lenders that such Letter of Credit has been cash collateralized in accordance with the upward adjustments procedures set forth in their respective Pro Rata Shares allocable to such Letter of Credit pursuant to Section 2.17(a)(iv), with the balance of such fee, if any, payable 10.4 or other credit support reasonably acceptable to the L/C Issuer Administrative Agent and LC Lenders has been provided. (ii) The Borrower shall pay directly to each LC Issuer, for its own account. Such , a fronting fee as set forth in the Fee Letter of Credit fees shall be computed on a quarterly basis entered into with such LC Issuer in arrears. Such Letter of Credit fees shall be due and payable in Dollars on the first Business Day after the end of each March, June, September and December, commencing accordance with the first such date to occur after the issuance terms of such Letter of Credit, on the Letter of Credit Expiration Date and thereafter on demand. If there is any change in any Applicable Rate for Revolving Credit Loans during any quarter, the daily maximum amount of each Letter of Credit shall be computed and multiplied by such Applicable Rate separately for each period during such quarter that such Applicable Rate was in effectFee Letter.

Letter of Credit Fees. In consideration of issuance of standby Letters of Credit hereunder, the Borrower agrees to pay to the applicable Issuing Lender (i) a fee (the "Standby Letter of Credit Fee") on such Lender's Revolving Commitment Percentage of the average daily maximum amount available to be drawn under each such standby Letter of Credit computed at a per annum rate for each day from the date of issuance to the date of expiration equal to the Applicable Percentage, (ii) a fee (the "Trade Letter of Credit Fee") on such Lender's Revolving Commitment Percentage of the average daily maximum amount available to be drawn under each such trade Letter of Credit computed at a per annum rate for each day from the date of issuance to the date of expiration equal to the Applicable Percentage and (iii) an additional fronting fee (the "Fronting Fee")of one-eighth of one percent (0.125%) per annum on the average daily maximum amount available to be drawn under each standby Letter of Credit issued by it (such fronting fee shall be for the account of the applicable Issuing Lender without sharing by the other Lenders). The Borrower applicable Issuing Lender shall promptly pay over to the Administrative Agent for the account ratable benefit of the Revolving Credit Lenders for (including the applicable Revolving Credit Facility (in accordance with their Pro Rata Share or other applicable share provided for under this AgreementIssuing Lender) a the Standby Letter of Credit fee in Dollars for each Fee and the Trade Letter of Credit issued pursuant to this Agreement equal to the Applicable Rate for Revolving Credit Loans times the Dollar Equivalent of the daily maximum amount then available to be drawn under such Fee. The Standby Letter of Credit (whether or not such maximum amount is then in effect under such Fee, the Trade Letter of Credit if such maximum amount increases periodically pursuant to Fee and the terms Fronting Fee shall be payable quarterly in arrears on the 15th day following the last day of such Letter of Credit); provided, however, any Letter of Credit fees otherwise payable each calendar quarter for the account of a Defaulting Lender with respect to any Letter of Credit as to which such Defaulting Lender has not provided Cash Collateral satisfactory to the L/C Issuer pursuant to this Section 2.03 shall be payable, to the maximum extent permitted by applicable Law, to the other Lenders in accordance with the upward adjustments in their respective Pro Rata Shares allocable to such Letter of Credit pursuant to Section 2.17(a)(iv), with the balance of such fee, if any, payable to the L/C Issuer for its own account. Such Letter of Credit fees shall be computed on a quarterly basis in arrears. Such Letter of Credit fees shall be due and payable in Dollars on the first Business Day after the end of each March, June, September and December, commencing with the first such date to occur after the issuance of such Letter of Credit, on the Letter of Credit Expiration Date and thereafter on demand. If there is any change in any Applicable Rate for Revolving Credit Loans during any prior calendar quarter, the daily maximum amount of each Letter of Credit shall be computed and multiplied by such Applicable Rate separately for each period during such quarter that such Applicable Rate was in effect.

Letter of Credit Fees. The (a) Each Applicable Borrower shall agrees to pay to the Administrative Agent Applicable Agent, for distribution to the Lenders (based upon their respective Pro Rata Percentages in such Letter of Credit), a fee in respect of each Letter of Credit issued for the account of such Applicable Borrower (the Revolving Credit Lenders for the applicable Revolving Credit Facility (in accordance with their Pro Rata Share or other applicable share provided for under this Agreement) a “Letter of Credit Fee”), which shall accrue from and including the date of issuance of such Letter of Credit (or, in the case of existing Letters of Credit, the Closing Date) to but excluding the date on which such Lender ceases to have any LC Exposure with respect to such Letter of Credit at a rate per annum equal to the Applicable Margin for Letter of Credit Fees on the US Dollar Equivalent of the Stated Amount of each Letter of Credit. (b) Each Applicable Borrower agrees to pay to each Issuing Bank, for its own account, (i) a fronting fee in Dollars for each Letter of Credit issued pursuant to this Agreement by such Issuing Bank hereunder on behalf of such Applicable Borrower, which shall accrue at a rate per annum equal to 0.125% during the Applicable Rate for Revolving Credit Loans times period from and including the Dollar Equivalent date of the daily maximum amount then available to be drawn under issuance of such Letter of Credit (whether or not such maximum amount is then or, in effect under such Letter the case of Credit if such maximum amount increases periodically pursuant to the terms of such Letter existing Letters of Credit); provided, however, the Closing Date) to but excluding the date on which there ceases to be any Letter of Credit fees otherwise payable for the account of a Defaulting Lender LC Exposure with respect to any Letter of Credit as to which such Defaulting Lender has not provided Cash Collateral satisfactory to the L/C Issuer pursuant to this Section 2.03 shall be payable, to the maximum extent permitted by applicable Law, to the other Lenders in accordance with the upward adjustments in their respective Pro Rata Shares allocable to such Letter of Credit pursuant to Section 2.17(a)(iv), with the balance of such fee, if any, payable to the L/C Issuer for its own account. Such Letter of Credit fees shall be computed on a quarterly basis in arrears. Such Letter of Credit fees shall be due and payable in Dollars on the first Business Day after the end of each March, June, September and December, commencing with the first such date to occur after the issuance of such Letter of Credit, on the US Dollar Equivalent of such Issuing Bank’s LC Exposure of the Stated Amount of such Letter of Credit Expiration Date and thereafter on demand. If there is (ii) such Issuing Bank’s standard fees with respect to the issuance, amendment, or renewal or extension of any change in any Applicable Rate for Revolving Credit Loans during any quarter, the daily maximum amount of each such Letter of Credit shall be computed and multiplied by such Applicable Rate separately for each period during such quarter that such Applicable Rate was in effector processing of drawings thereunder.

Letter of Credit Fees. The Borrower shall pay to the Administrative Agent for the the(h) account of the each Revolving Credit Lenders Lender for the applicable Revolving Credit Facility (in accordance with their its Pro Rata Share or other applicable share provided for under this Agreement) Agreement a Letter of Credit fee in Dollars for each Letter of Credit issued pursuant to this Agreement equal to the Applicable Rate for Revolving Credit Loans times the Dollar Equivalent of the daily maximum amount then available to be drawn under such Letter of Credit (whether or not such maximum amount Dollar Amount is then in effect under such Letter of Credit if such maximum amount increases periodically pursuant to the terms of such Letter of Credit); provided, however, any Letter of Credit fees otherwise payable for the account of a Defaulting Lender with respect to any Letter of Credit as to which such Defaulting Lender has not provided Cash Collateral satisfactory to the L/C Issuer pursuant to this Section 2.03 shall be payable, to the maximum extent permitted by applicable Law, to the other Lenders in accordance with the upward adjustments in their respective Pro Rata Shares allocable to such Letter of Credit pursuant to Section 2.17(a)(iv), with the balance of such fee, if any, payable to the L/C Issuer for its own account. Such Letter of Credit fees shall be computed on a quarterly basis in arrears. Such Letter of Credit fees shall be due and payable in Dollars on the first Business Day after the end of each March, June, September and December, commencing with the first such date to occur after the issuance of such Letter of Credit, on the Letter of Credit Expiration Date and thereafter on demand. If there is any change in any the Applicable Rate for Revolving Credit Loans during any quarter, the daily maximum amount of each Letter of Credit shall be computed and multiplied by such Applicable Rate separately for each period during such quarter that such Applicable Rate was in effect.- 85-

Letter of Credit Fees. The U.S. Borrower shall pay to the Administrative Agent for the account of the Revolving Credit Lenders for the applicable Revolving Credit each U.S. Dollar Facility (Lender in accordance with their its Pro Rata rata Share or other applicable share provided for under this Agreement) a Letter of Credit fee in Dollars for each (the “U.S. Dollar Facility Letter of Credit issued pursuant Fee”) (i) for each commercial U.S. Dollar Facility Letter of Credit equal to this Agreement (x) the Applicable Rate for commercial Letters of Credit times (y) the daily amount available to be drawn under such U.S. Dollar Facility Letter of Credit and (ii) for each standby U.S. Dollar Facility Letter of Credit equal to the Applicable Rate for Revolving standby Letters of Credit Loans times the Dollar Equivalent of the daily maximum amount then available to be drawn under such Letter of Credit (whether or not such maximum amount is then in effect under such Letter of Credit if such maximum amount increases periodically pursuant to the terms of such U.S. Dollar Facility Letter of Credit); provided, however, any U.S. Dollar Facility Letter of Credit fees Fees otherwise payable for the account of a Defaulting Lender with respect to any U.S. Dollar Facility Letter of Credit as to which such Defaulting Lender has not provided Cash Collateral satisfactory to the U.S. Dollar Facility L/C Issuer pursuant to this Section 2.03 shall be payable, to the maximum extent permitted by applicable Law, to the other U.S. Dollar Facility Lenders in accordance with the upward adjustments in their respective Pro Rata rata Shares allocable to such Letter of Credit pursuant to Section 2.17(a)(iv2.16(a)(iv), with the balance of such fee, if any, payable to the U.S. Dollar Facility L/C Issuer for its own account. Such The applicable Borrower shall pay to the applicable Facility Agent for the account of each Multicurrency Facility Lender in accordance with its Pro rata Share a Letter of Credit fees shall be computed on a quarterly basis in arrears. Such fee (the “Multicurrency Facility Letter of Credit fees shall be due and payable in Dollars on the first Business Day after the end of each March, June, September and December, commencing with the first such date to occur after the issuance of such Letter of Credit, on the Letter of Credit Expiration Date and thereafter on demand. If there is any change in any Applicable Rate for Revolving Credit Loans during any quarter, the daily maximum amount of each Letter of Credit shall be computed and multiplied by such Applicable Rate separately for each period during such quarter that such Applicable Rate was in effect.Fee”)

Letter of Credit Fees. The Parent Borrower shall pay to the Administrative Agent for the account of the each Revolving Credit Lenders Lender for the applicable Revolving Credit Facility (in accordance with their its Pro Rata Share or other applicable share provided for under this Agreement) Agreement a Letter of Credit fee in Dollars for each Letter of Credit issued pursuant to this Agreement equal to the Applicable Rate for Revolving Credit Loans times the Dollar Equivalent of the daily maximum amount then available to be drawn under such Letter of Credit (whether or not such maximum amount Dollar Amount is then in effect under such Letter of Credit if such maximum amount increases periodically pursuant to the terms of such Letter of Credit); provided, however, any Letter of Credit fees otherwise payable for the account of a Defaulting Lender with respect to any Letter of Credit as to which such Defaulting Lender has not provided Cash Collateral satisfactory to the L/C Issuer pursuant to this Section 2.03 shall be payable, to the maximum extent permitted by applicable Law, to the other Lenders in accordance with the upward adjustments in their respective Pro Rata Shares allocable to such Letter of Credit pursuant to Section 2.17(a)(iv), with the balance of such fee, if any, payable to the L/C Issuer for its own account. Such Letter of Credit fees shall be computed on a quarterly basis in arrears. Such Letter of Credit fees shall be due and payable in Dollars on the first Business Day after the end of each March, June, September and December, commencing with the first such date to occur after the issuance of such Letter of Credit, on the Letter of Credit Expiration Date and thereafter on demand. If there is any change in any the Applicable Rate for Revolving Credit Loans during any quarter, the daily maximum amount of each Letter of Credit shall be computed and multiplied by such the Applicable Rate separately for each period during such quarter that such Applicable Rate was in effect.

Letter of Credit Fees. The Borrower shall pay to the Administrative Agent for the account of the each Revolving Credit Lenders for the applicable Revolving Credit Facility Lender (in accordance with their its Pro Rata Share or other applicable share provided for under this AgreementShare) a Letter of Credit fee in Dollars for each Letter of Credit issued pursuant to this Agreement equal to the product of (i) the Applicable Rate for Revolving Credit Loans times that are Eurodollar Rate Loans and (ii) the Dollar Equivalent of 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 Stated Amount of such Letter of Credit); provided, however, any provided that Letter of Credit fees otherwise payable for the account of a Defaulting Lender accrued with respect to any Pro Rata Share of any Letters of Credit during the period prior to the time any Lender became a Defaulting Lender and unpaid at such time shall not be payable by the Administrative Agent so long as such Lender shall be a Defaulting Lender except to the extent that such Lender’s Pro Rata Share of the Letter of Credit as fee shall otherwise have been due and payable to which such Defaulting Lender has not provided Cash Collateral satisfactory to the L/C Issuer pursuant to this Section 2.03 shall be payable, to the maximum extent permitted by applicable Law, to the other Lenders in accordance with the upward adjustments in their respective Pro Rata Shares allocable prior to such time; and provided, further, that no Letter of Credit pursuant fee shall accrue to Section 2.17(a)(iv), with the balance of any Defaulting Lender so long as such fee, if any, payable to the L/C Issuer for its own accountLender shall be a Defaulting Lender. Such Letter of Credit fees shall be computed on a quarterly basis in arrears. Such Letter of Credit fees arrears and shall be due and payable in Dollars on the first last Business Day after the end of each March, June, September and DecemberDecember and on the Revolving Maturity Date, commencing with the first such date to occur after the issuance of such Letter of Credit, on the Letter of Credit Expiration Date and thereafter and, thereafter, on demand. If there is any change in any Applicable Rate for Revolving Credit Loans during any quarter, the daily maximum amount of each Letter of Credit shall be computed and multiplied by such Applicable Rate separately for each period during such quarter that such Applicable Rate was in effect.

Letter of Credit Fees. The Borrower Borrowers shall pay to the Administrative Agent for the account of the each Revolving Credit Lenders for the applicable Revolving Credit Facility (Lender in accordance with their its Pro Rata Share or other applicable share provided for under this Agreement) Share, a Letter of Credit fee in Dollars which shall accrue for each Letter of Credit issued pursuant to this Agreement of each Revolving Tranche in an amount equal to the Applicable Rate then in effect for Eurocurrency Rate Loans with respect to the Revolving Credit Loans times the Dollar Equivalent of Facility multiplied by the daily maximum amount then available to be drawn under such Letter of Credit (whether or not such maximum amount is then in effect under such Letter of Credit if such maximum amount increases periodically pursuant to the terms of such Letter of Credit); provided, however, that any Letter of Credit fees otherwise payable for the account of a Defaulting Lender with respect to any Letter of Credit as to which such Defaulting Lender has not provided Cash Collateral satisfactory to the applicable L/C Issuer pursuant to this Section 2.03 shall be payable, to the maximum extent permitted by applicable Law, to the other Lenders under the applicable Revolving Tranche in accordance with the upward adjustments in their respective Pro Rata Shares allocable to such Letter of Credit pursuant to Section 2.17(a)(iv), with the balance of such fee, if any, payable to the applicable L/C Issuer for its own account. Such Letter of Credit fees shall be computed on a quarterly basis in arrears. Such Letter of Credit fees arrears and shall be due and payable in Dollars on the first last Business Day after the end of each March, June, September and December, in respect of the quarterly period then ending (or portion thereof, in the case of the first payment), commencing with the first such date to occur after the issuance of such Letter of Credit, on the Letter of Credit Expiration Date and thereafter on demand. If there is any change in any the Applicable Rate for Revolving Credit Loans during any quarter, the daily maximum amount of each Letter of Credit shall be computed and multiplied by such the Applicable Rate separately for each period during such quarter that such Applicable Rate was in effect. Each payment of fees under this clause (g) on any Letters of Credit shall be made in Euros.

Letter of Credit Fees. (i) The Borrower shall agrees to pay (A) to the Administrative Agent for the account pro rata benefit of the Revolving Credit Lenders for the applicable Revolving Credit Facility (in accordance with their Pro Rata Share or other applicable share provided for under this Agreement) Banks a Letter of Credit per annum fee in Dollars for each Letter of Credit issued pursuant to this Agreement hereunder equal to the Applicable Rate Margin for Revolving Credit Loans times Eurodollar Advances on the Dollar Equivalent of the daily maximum face amount then available to be drawn under such Letter of Credit (whether or not such maximum amount is then in effect under such Letter of Credit if such maximum amount increases periodically pursuant to the terms of such Letter of Credit, but with a minimum annual fee of $1,000 on each Letter of Credit (collectively, the “Letter of Credit Fees”); provided, however, any Letter of Credit fees Fees otherwise payable for the account of a Defaulting Lender Bank with respect to any Letter of Credit as to which such Defaulting Lender Bank has not provided Cash Collateral satisfactory to the L/C Issuer Issuing Bank pursuant to this Section 2.03 2.7 shall be payable, to the maximum extent permitted by applicable LawLegal Requirements, to the other Lenders Banks in accordance with the upward adjustments in their respective Pro Rata Shares Share allocable to such Letter of Credit pursuant to Section 2.17(a)(iv2.16(a)(iv), with the balance of such fee, if any, payable to the L/C Issuer Issuing Bank for its own account. Such account and (B) to the Agent for the benefit of the Issuing Bank a fronting fee for each Letter of Credit fees shall be computed on a quarterly basis in arrears. Such Letter equal to 0.125 % per annum of Credit fees shall be due and payable in Dollars on the first Business Day after the end of each March, June, September and December, commencing with the first such date to occur after the issuance face amount of such Letter of Credit, but with a minimum annual fee of $1,000 on the each Letter of Credit Expiration Date and thereafter on demandCredit. If there is any change in any Applicable Rate for Revolving Credit Loans during any quarter, the daily maximum amount of each Each such fee with respect to a Letter of Credit shall be computed payable quarterly in arrears for the period such Letter of Credit is outstanding, and multiplied by such Applicable Rate separately on the Maturity Date. (ii) The Borrower agrees to pay to the Issuing Bank for each period during such quarter that such Applicable Rate was its own account the customary issuance, presentation, amendment, and other processing fees, and other standard costs and charges, of the Issuing Bank relating to letters of credit as from time to time in effect. Such customary fees and standard costs and charges are due and payable on demand and are nonrefundable.

Letter of Credit Fees. The (i) Each Borrower shall pay to the Administrative Agent for the account of each Lender a commission on such Lender’s Ratable Share of the Revolving Credit Lenders for the applicable Revolving Credit Facility (in accordance with their Pro Rata Share or other applicable share provided for under this Agreement) a Letter average daily aggregate Available Amount of Credit fee in Dollars for each Letter all Letters of Credit issued pursuant for the account of such Borrower and outstanding from time to this Agreement time at a rate per annum equal to the Applicable Margin for Eurocurrency Rate for Revolving Credit Loans times the Dollar Equivalent of the daily maximum amount then available to be drawn under such Letter of Credit (whether or not such maximum amount is then Advances in effect under from time to time during such Letter of Credit if such maximum amount increases periodically pursuant to the terms of such Letter of Credit); provided, however, any Letter of Credit fees otherwise payable for the account of a Defaulting Lender with respect to any Letter of Credit as to which such Defaulting Lender has not provided Cash Collateral satisfactory to the L/C Issuer pursuant to this Section 2.03 shall be payable, to the maximum extent permitted by applicable Law, to the other Lenders in accordance with the upward adjustments in their respective Pro Rata Shares allocable to such Letter of Credit pursuant to Section 2.17(a)(iv), with the balance of such fee, if anycalendar quarter, payable to the L/C Issuer for its own account. Such Letter of Credit fees shall be computed on a in arrears quarterly basis in arrears. Such Letter of Credit fees shall be due and payable in Dollars on the first Business Day after the end last day of each March, June, September and December, commencing with the first such date to occur after the issuance of such Letter of Creditquarter ended September 30, 2014, and on the Letter Termination Date; provided, that no Defaulting Lender shall be entitled to receive any commission in respect of Letters of Credit Expiration Date for any period during which that Lender is a Defaulting Lender (and thereafter on demand. If there 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 the Applicable Margin shall be 2% above the Applicable Margin in effect upon the occurrence and during the continuation of an Event of Default if such Borrower is any change 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 and such other commissions, issuance fees, transfer fees and other fees and charges in any Applicable Rate for Revolving Credit Loans during any quarter, connection with the daily maximum amount Issuance or administration of each Letter of Credit as such Borrower and such Issuing Bank shall be computed and multiplied by such Applicable Rate separately for each period during such quarter that such Applicable Rate was in effectagree.

Letter of Credit Fees. (i) The US Borrower shall agrees to pay to the US Administrative Agent Agent, for the account of each US Tranche Lender and the Revolving Credit Lenders Issuing Bank, commissions for issuing the applicable Revolving Credit Facility (in accordance with their Pro Rata Share or other applicable share provided for under this Agreement) a Letter Letters of Credit fee in Dollars for each Letter of Credit issued pursuant to this Agreement equal to on the Applicable Rate for Revolving Credit Loans times the Dollar Equivalent daily outstanding amount of the daily maximum amount then available to be drawn liability of the Issuing Bank existing from time under such Letter of Credit (whether or not such maximum including the Dollar Equivalent of the face amount is then in effect under such Letter of Credit if such maximum amount increases periodically pursuant to the terms of such outstanding Offshore Currency Letter of Credit); provided, however, any ) (calculated separately for each Letter of Credit fees otherwise payable for the account of Credit) at a Defaulting Lender with respect to any Letter of Credit as to which such Defaulting Lender has not provided Cash Collateral satisfactory rate equal to the L/C Issuer pursuant Applicable Margin for LIBOR Loans, in effect from time to this Section 2.03 shall be payable, to time during the maximum extent permitted by applicable Law, to the other Lenders in accordance with the upward adjustments in their respective Pro Rata Shares allocable to such Letter of Credit pursuant to Section 2.17(a)(iv), with the balance of such fee, if any, payable to the L/C Issuer for its own account. Such Letter of Credit fees shall be computed on a quarterly basis in arrears. Such Letter of Credit fees shall be due and payable in Dollars on the first Business Day after the end term of each March, June, September and December, commencing with the first such date to occur after the issuance of such Letter of Credit, on the Letter of Credit Expiration Date and thereafter on demand. If there is any change in any Applicable Rate for Revolving Credit Loans during any quarter, the daily maximum amount of provided that each Letter of Credit shall bear a minimum yearly commission of $300.00. Each Letter of Credit shall be computed deemed outstanding up to the available face amount of the Letter of Credit (including the Dollar Equivalent of the face amount of the outstanding Offshore Currency Letter of Credit) until the Issuing Bank has received from the Beneficiary a written cancellation authorization, in form and multiplied substance acceptable to the Issuing Bank or until the date the Letter of Credit expires by its terms. Such commissions are payable quarterly in arrears on each Quarterly Date and upon cancellation or expiration of each such Applicable Rate separately Letter of Credit. (ii) Out of the fees described in Section 2.04(b)(i), the US Administrative Agent shall pay to the Issuing Bank, for such Issuing Bank's account, 0.125% per annum of each period during such quarter that fee as an issuing fee and shall pay to the US Tranche Lenders a pro rata share of the remaining portion of such Applicable Rate was fees. (iii) The US Borrower shall pay to the Issuing Bank for its own account, upon each drawing or payment under, issuance of, or amendment to, any Letter of Credit, such amount as shall at the time of such event be the administrative charge and reasonable outof-pocket expenses which the Issuing Bank or its Affiliate is generally imposing in effectconnection with such occurrence with respect to letters of credit.

Letter of Credit Fees. (a) The Borrower shall Company agrees to pay to the Administrative Agent for the account of the Revolving Credit Lenders for the applicable Revolving Credit Facility (in accordance with their Pro Rata Share or other applicable share provided for under this Agreement) each Lender a Letter letter of Credit credit fee in Dollars for each Letter of Credit issued pursuant to this Agreement equal to the Applicable L/C Fee Rate for Revolving Credit Loans times the Dollar Equivalent in effect from time to time of such Lender’s Pro Rata Share (as adjusted from time to time) of the daily maximum undrawn amount then available to be drawn under of such Letter of Credit (whether or not such maximum amount is then in effect under such Letter computed for the actual number of Credit if such maximum amount increases periodically pursuant to days elapsed on the terms basis of such Letter a year of Credit360 days); providedprovided that, however, any Letter of Credit fees unless the Required Lenders otherwise payable for the account of a Defaulting Lender with respect to any Letter of Credit as to which such Defaulting Lender has not provided Cash Collateral satisfactory to the L/C Issuer pursuant to this Section 2.03 shall be payable, to the maximum extent permitted by applicable Law, to the other Lenders in accordance with the upward adjustments in their respective Pro Rata Shares allocable to such Letter of Credit pursuant to Section 2.17(a)(iv), with the balance of such fee, if any, payable to the L/C Issuer for its own account. Such Letter of Credit fees shall be computed on a quarterly basis in arrears. Such Letter of Credit fees shall be due and payable in Dollars on the first Business Day after the end of each March, June, September and December, commencing with the first such date to occur after the issuance of such Letter of Credit, on the Letter of Credit Expiration Date and thereafter on demand. If there is any change in any Applicable Rate for Revolving Credit Loans during any quarterconsent, the daily maximum amount of rate applicable to each Letter of Credit shall be computed increased by 2% at any time that the Loans are bearing interest at the default rate described in Section 4.1 of this Agreement. Such letter of credit fee shall be payable in arrears on the last day of each calendar quarter and multiplied on the 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 day 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. (b) In addition, with respect to each Letter of Credit, the Company agrees to pay to each 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 by the Company and such Applicable Rate separately for each period during such quarter that such Applicable Rate was Issuing Lender. The fees set forth in effectthis Section 5.2 shall not be refundable.

Letter of Credit Fees. The Borrower shall pay to the Administrative Agent for the account of the Revolving Credit Working Capital Lenders for the applicable Revolving Credit Working Capital Facility (in accordance with their Pro Rata Share or other applicable share provided for under this Agreement) a Letter of Credit fee in Dollars for each Letter of Credit issued pursuant to this Agreement equal to the Applicable Rate for Revolving Credit Loans times the Dollar Equivalent of the daily maximum amount then available to be drawn under such Letter of Credit (whether or not such maximum amount is then in effect under such Letter of Credit if such maximum amount increases periodically pursuant to the terms of such Letter of Credit); provided, however, any Letter of Credit fees otherwise payable for the account of a Defaulting Lender with respect to any Letter of Credit as to which such Defaulting Lender has not provided Cash Collateral satisfactory to the L/C Issuer pursuant to this Section 2.03 shall be payable, to the maximum extent permitted by applicable Law, to the other Lenders in accordance with the upward adjustments in their respective Pro Rata Shares allocable to such Letter of Credit pursuant to Section 2.17(a)(iv), with the balance of such fee, if any, payable to the L/C Issuer for its own account. Such Letter of Credit fees shall be computed on a quarterly basis in arrears. Such Letter of Credit fees shall be due and payable in Dollars on the first last Business Day after the end of each March, June, September and DecemberDecember and on the Maturity Date, commencing with the first such date to occur after the issuance of such Letter of Credit, on the Letter of Credit Expiration Date and thereafter on demand. If there is any change in any Applicable Rate for Revolving Credit Loans during any quarter, the daily maximum amount of each Letter of Credit shall be computed and multiplied by such Applicable Rate separately for each period during such quarter that such Applicable Rate was in effect.

Letter of Credit Fees. The Borrower shall pay to the Administrative Agent for the account of the Revolving Credit Lenders for the applicable Revolving Credit Facility (each Lender in accordance with their its Pro Rata Share or other applicable share provided for under this Agreement) Share, in Dollars, a Letter of Credit fee in Dollars for each (the “Letter of Credit issued pursuant to this Agreement Fee”) (i) for each commercial Letter of Credit equal to an amount per annum to be agreed at the Applicable Rate for Revolving Credit Loans time of issuance times the Dollar Equivalent of the daily maximum amount then available to be drawn under such Letter of Credit, and (ii) for each standby Letter of Credit (whether or not such maximum equal to the Applicable Margin times the daily amount is then in effect available to be drawn under such Letter of Credit if such maximum amount increases periodically pursuant to the terms of such Letter of Credit); provided, however, any Letter of Credit fees Fees otherwise payable for the account of a Defaulting Lender with respect to any Letter of Credit as to which such Defaulting Lender has not provided Cash Collateral satisfactory to the applicable L/C Issuer pursuant to this Section 2.03 2.19 shall be payable, to the maximum extent permitted by applicable Lawlaw, to the other Lenders in accordance with the upward adjustments in their respective Pro Rata Shares Share allocable to such Letter of Credit pursuant to Section 2.17(a)(iv2.19(a)(iv), with the balance of such fee, if any, payable to the such L/C Issuer for its own account. Such For purposes of computing the daily amount available to be drawn under any Letter of Credit, the amount of such Letter of Credit fees shall be computed on a quarterly basis determined in arrearsaccordance with Section 1.4. Such Letter of Credit fees Fees shall be (i) due and payable in Dollars on the first Business Day [REDACTED – Time Period] after the end of each March, June, September and December, commencing with the first such date to occur after the issuance of such Letter of Credit, on the Letter of Credit Expiration Date and thereafter on demanddemand and (ii) computed on a quarterly basis in arrears. If there is any change in any the Applicable Rate for Revolving Credit Loans Margin during any quarter, the daily maximum amount of available to be drawn under each standby Letter of Credit shall be computed and multiplied by such the Applicable Rate Margin separately for each period during such quarter that such Applicable Rate Margin was in effect.

Letter of Credit Fees. In consideration of issuance of standby Letters of Credit hereunder, the Borrower agrees to pay to the applicable Issuing Lender (i) a fee (the "Standby Letter of Credit Fee") on such Lender's Revolving Commitment Percentage of the average daily maximum amount available to be drawn under each such standby Letter of Credit computed at a per annum rate for each day from the date of issuance to the date of expiration equal to the Applicable Percentage, (ii) a fee (the "Trade Letter of Credit Fee") on such Lender's Revolving Commitment Percentage of the average daily maximum amount available to be drawn under each such trade Letter of Credit computed at a per annum rate for each day from the date of issuance to the date of expiration equal to the Applicable Percentage and (iii) an additional fronting fee (the "Fronting Fee") of one-eighth of one percent (0.125%) per annum on the average daily maximum amount available to be drawn under each standby Letter of Credit issued by it (such fronting fee shall be for the account of the applicable Issuing Lender without sharing by the other Lenders). The Borrower applicable Issuing Lender shall promptly pay over to the Administrative Agent for the account ratable benefit of the Revolving Credit Lenders for (including the applicable Revolving Credit Facility (in accordance with their Pro Rata Share or other applicable share provided for under this AgreementIssuing Lender) a the Standby Letter of Credit fee in Dollars for each Fee and the Trade Letter of Credit issued pursuant to this Agreement equal to the Applicable Rate for Revolving Credit Loans times the Dollar Equivalent of the daily maximum amount then available to be drawn under such Fee. The Standby Letter of Credit (whether or not such maximum amount is then in effect under such Fee, the Trade Letter of Credit if such maximum amount increases periodically pursuant to Fee and the terms Fronting Fee shall be payable quarterly in arrears on the 15th day following the last day of such Letter of Credit); provided, however, any Letter of Credit fees otherwise payable each calendar quarter for the account of a Defaulting Lender with respect to any Letter of Credit as to which such Defaulting Lender has not provided Cash Collateral satisfactory to the L/C Issuer pursuant to this Section 2.03 shall be payable, to the maximum extent permitted by applicable Law, to the other Lenders in accordance with the upward adjustments in their respective Pro Rata Shares allocable to such Letter of Credit pursuant to Section 2.17(a)(iv), with the balance of such fee, if any, payable to the L/C Issuer for its own account. Such Letter of Credit fees shall be computed on a quarterly basis in arrears. Such Letter of Credit fees shall be due and payable in Dollars on the first Business Day after the end of each March, June, September and December, commencing with the first such date to occur after the issuance of such Letter of Credit, on the Letter of Credit Expiration Date and thereafter on demand. If there is any change in any Applicable Rate for Revolving Credit Loans during any prior calendar quarter, the daily maximum amount of each Letter of Credit shall be computed and multiplied by such Applicable Rate separately for each period during such quarter that such Applicable Rate was in effect.

Letter of Credit Fees. The Borrower shall Company agrees to pay (i) to the Administrative Agent for the account pro rata benefit of the Revolving Credit Lenders each Lender for the applicable Revolving Credit Facility (in accordance with their Pro Rata Share or other applicable share provided for under this Agreement) a each Letter of Credit a fee per annum equal to the Applicable Margin then in Dollars effect for such type of Letter of Credit times the daily maximum amount available to be drawn under such Letter of Credit; provided that, if any Borrower shall default in the payment of any amount of principal, interest or fees when due (whether at stated maturity, by acceleration, or otherwise), then, the applicable fee rate on such Letters of Credit shall be the Applicable Margin then in effect for such Letter of Credit plus 2% per annum and (ii) to such Issuing Bank, a fronting fee for each Letter of Credit issued pursuant to this Agreement for its account equal to the Applicable Rate for Revolving Credit Loans 0.125% per annum times the Dollar Equivalent of the daily maximum amount then available to be drawn under such Letter of Credit. Each such fee shall be based on the Dollar Amount of the maximum amount available to be drawn under such Letter of Credit (whether or not such maximum amount is then in effect under such from the date of issuance of the Letter of Credit if such maximum amount increases periodically pursuant to the terms of such Letter of Credit); provided, however, any Letter of Credit fees otherwise payable for the account of a Defaulting Lender with respect to any Letter of Credit as to which such Defaulting Lender has not provided Cash Collateral satisfactory to the L/C Issuer pursuant to this Section 2.03 until its expiration date and shall be payable, to the maximum extent permitted by applicable Law, to the other Lenders payable quarterly in accordance with the upward adjustments in their respective Pro Rata Shares allocable to such Letter of Credit pursuant to Section 2.17(a)(iv), with the balance of such fee, if any, payable to the L/C Issuer for its own account. Such Letter of Credit fees shall be computed on a quarterly basis in arrears. Such Letter of Credit fees shall be due and payable in Dollars arrears on the first last Business Day after the end of each March, June, September September, and DecemberDecember commencing March 31, commencing 2004 and on its expiration date. In addition, the Company agrees to pay to such Issuing Bank all customary transaction costs and fees charged by such Issuing Bank in connection with the first such date to occur after the issuance issuance, transfer, amendment, drawing, negotiation or reissuance of such Letter of Credit, on the a Letter of Credit Expiration Date for the Borrower's account, such costs and thereafter fees to be due and payable on demand. If there is any change in any Applicable Rate for Revolving Credit Loans during any quarter, the daily maximum amount of each Letter of Credit shall be computed and multiplied date specified by such Applicable Rate separately Issuing Bank in the invoice for each period during such quarter that such Applicable Rate was in effectcosts and fees.

Letter of Credit Fees. The Borrower shall pay to the Administrative Agent for the account of the Revolving Credit Lenders for the applicable Revolving Credit Facility (in accordance with their Pro Rata Share or other applicable share provided for under this Agreement) a Letter of Credit fee in Dollars for each Letter of Credit issued pursuant to this Agreement equal to the applicable Applicable Rate for Revolving Credit Loans times the Dollar Equivalent of multiplied by the daily maximum amount then available to be drawn under such Letter of Credit (whether or not such maximum amount is then in effect under such Letter of Credit if such maximum amount increases periodically pursuant to the terms of such Letter of Credit); provided, however, any Letter of Credit fees otherwise payable for the account of a Defaulting Lender with respect to any Letter of Credit as to which such Defaulting Lender has not provided Cash Collateral satisfactory to the L/C Issuer pursuant to this Section 2.03 shall be payable, to the maximum extent permitted by applicable Law, to the other Revolving Credit Lenders in accordance with the upward adjustments in their respective Pro Rata Shares allocable to such Letter of Credit pursuant to Section 2.17(a)(iv), with the balance of such fee, if any, payable to the applicable L/C Issuer for its own account. Such Letter of Credit fees shall be computed on a quarterly basis in arrears. Such Letter of Credit fees shall be due and payable in Dollars on the first last Business Day after the end of each March, June, September and December, commencing with the first such date to occur after the issuance of such Letter of Credit, on the Letter of Credit Expiration Date and thereafter on demand. If there is any change in any applicable Applicable Rate for Revolving Credit Loans during any quarter, the daily maximum amount of each Letter of Credit shall be computed and multiplied by such applicable Applicable Rate separately for each period during such quarter that such applicable Applicable Rate was in effect.

Letter of Credit Fees. The Borrower Borrowers shall pay to the Administrative Agent for the account of the Revolving Credit Lenders for the applicable Revolving Credit Facility (in accordance with their Pro Rata Share or other applicable share provided for under this Agreement) a Letter of Credit fee in Dollars for each Letter of Credit issued pursuant to this Agreement equal to the applicable Applicable Rate for Revolving Credit Loans times the Dollar Equivalent of the daily maximum amount then available to be drawn under such Letter of Credit (whether or not such maximum amount is then in effect under such Letter of Credit if such maximum amount increases periodically pursuant to the terms of such Letter of Credit); provided, however, any Letter of Credit fees otherwise payable for the account of a Defaulting Lender with respect to any Letter of Credit as to which such Defaulting Lender has not provided Cash Collateral satisfactory to the L/C Issuer pursuant to this Section 2.03 shall be payable, to the maximum extent permitted by applicable Law, to the other Lenders in accordance with the upward adjustments in their respective Pro Rata Shares allocable to such Letter of Credit pursuant to Section 2.17(a)(iv), with the balance of such fee, if any, payable to the L/C Issuer for its own account. Such Letter of Credit fees shall be computed on a quarterly basis in arrears. Such Letter of Credit fees shall be due and payable in Dollars the currency in which the applicable Letter of Credit is denominated on the first Business Day after the end of each March, June, September and December, commencing with the first such date to occur after the issuance of such Letter of Credit, on the Letter of Credit Expiration Date and thereafter on demand. If there is any change in any applicable Applicable Rate for Revolving Credit Loans during any quarter, the daily maximum amount of each Letter of Credit shall be computed and multiplied by such applicable Applicable Rate separately for each period during such quarter that such applicable Applicable Rate was in effect.

Letter of Credit Fees. The From the Fourth Amendment and Restatement Date, Borrower shall pay to the Administrative Agent for the account of all Revolver Lenders that are not Defaulting Lenders with respect to which any Issuing Lender has exercised the Revolving Credit Lenders for the applicable Revolving Credit Facility right to require Cash Collateralization pursuant to Subsection 1.14 from Borrower or such Defaulting Lender (in accordance with based upon their respective Pro Rata Share or other applicable share provided for under this AgreementShares) a Letter of Credit fee in Dollars for each Letter of Credit issued pursuant from the date of issuance to this Agreement the date of termination in an amount equal to the Applicable Rate for Revolving Credit Loans times the Dollar Equivalent of the daily maximum amount then available to be drawn under such Letter of Credit (whether or not such maximum amount is then in effect under such Letter of Credit if such maximum amount increases periodically pursuant to the terms of such Letter of Credit); provided, however, any Letter of Credit fees otherwise payable for the account of a Defaulting Lender i) with respect to any Letter Mobility Fund Letters of Credit Credit, 1.75 % per annum; and (ii) with respect to Standard Letters of Credit, the applicable LIBOR Margin for Revolver Loans per annum, each as to which such Defaulting Lender has not provided Cash Collateral satisfactory to multiplied by the L/C Issuer pursuant to this Section 2.03 shall be payable, to the maximum extent permitted by applicable Law, to the other Lenders in accordance with the upward adjustments in their respective Pro Rata Shares allocable to such Letter of Credit pursuant to Section 2.17(a)(iv), with the balance of such fee, if any, payable to the L/C Issuer for its own account. Such Letter of Credit fees shall be computed on a quarterly basis in arrears. Such Letter of Credit fees shall be due and payable in Dollars on the first Business Day after the end of each March, June, September and December, commencing with the first such date to occur after the issuance face amount of such Letter of Credit, calculated on the basis of a 360-day year for the actual number of days elapsed; provided, that with respect to all CAF II Letters of Credit, the applicable LIBOR Margin shall be set at Level V. Such fee shall be payable to Administrative Agent for the benefit of all Revolver Lenders (based upon their respective Pro Rata Shares). Such fee is to be paid quarterly in arrears on the last day of each calendar quarter and the termination of the Letter of Credit Expiration Date and thereafter on demandCredit. If there is any change in any Applicable Rate for Revolving Credit Loans during any quarter, the daily maximum amount of With respect to each Letter of Credit Credit, Borrower shall also pay Administrative Agent, for the benefit of the Issuing Lender issuing such Letter of Credit, an issuance fee equal to the greater of (i) $1,000 or (ii) 0.125% of the face amount of such Letter of Credit, which amount shall be computed and multiplied by paid upon the date of issuance and, if the expiration date of such Applicable Rate separately for Letter of Credit is later than one year from its date of issuance, upon each period anniversary of the date of issuance during the term of such quarter that such Applicable Rate was in effectLetter of Credit.

Letter of Credit Fees. The Borrower shall pay to the Administrative Agent for the account of the each Revolving Credit Lenders for the applicable Revolving Credit Facility (Lender in accordance with their its applicable Pro Rata Share or other applicable share provided for under this Agreement) Share, a Letter of Credit fee in Dollars which shall accrue for each Letter of Credit issued pursuant to this Agreement for its account in an amount equal to the Applicable Rate then in effect for SOFR Loans with respect to the Revolving Credit Loans times the Dollar Equivalent of Facility, multiplied by the daily maximum amount then available to be drawn under such Letter of Credit (whether or not such maximum amount is then in effect may be drawn immediately under such Letter of Credit if such maximum amount increases periodically pursuant to the terms of such Letter of Credit); provided, however, that any Letter of Credit fees otherwise payable for the account of a Defaulting Lender with respect to any Letter of Credit as to which such Defaulting Lender has not provided Cash Collateral satisfactory to the applicable L/C Issuer pursuant to this Section 2.03 shall be payable, to the maximum extent permitted by applicable Law, to the other Revolving Credit Lenders in accordance with the upward adjustments in their respective applicable Pro Rata Shares allocable to such Letter of Credit pursuant to Section 2.17(a)(iv), with the balance of such fee, if any, payable to the applicable L/C Issuer for its own account. Such Letter of Credit fees shall be computed on a quarterly basis in arrears. Such Letter of Credit fees arrears and shall be due and payable in Dollars on the first Business Day after the end January 15, April 15, July 15 and October 15 of each March, June, September and Decemberyear, commencing with the first such date to occur after the issuance of such Letter of Credit, in respect of the three-month period then ending (or portion thereof, in the case of the first payment), the date of termination or expiration of the applicable Letter of Credit, on the Letter of Credit Sublimit Expiration Date and thereafter on demand. If there is any change in any the Applicable Rate for Revolving Credit Loans during any quarter, the daily maximum amount of each Letter of Credit shall be computed and multiplied by such the Applicable Rate separately for each period during such quarter that such Applicable Rate was in effect.

Letter of Credit Fees. The Borrower shall pay to the Administrative Agent for the account of the each Revolving Credit Lenders for the applicable Revolving Credit Facility (Lender in accordance with their its applicable Pro Rata Share or other applicable share provided for under this Agreement) Share, a Letter of Credit fee in Dollars which shall accrue for each Letter of Credit issued pursuant to this Agreement in an amount equal to the Applicable Rate then in effect for Eurocurrency Rate Loans with respect to the Revolving Credit Loans times the Dollar Equivalent of Facility multiplied by the daily maximum amount then available to be drawn under such Letter of Credit (whether or not such maximum amount is then in effect under such Letter of Credit if such maximum amount increases periodically automatically pursuant to the terms of such Letter of Credit); provided, however, that any Letter of Credit fees otherwise payable for the account of a Defaulting Lender with respect to any Letter of Credit as to which such Defaulting Lender has not provided Cash Collateral satisfactory to the applicable L/C Issuer pursuant to this Section 2.03 shall be payable, to the maximum extent permitted by applicable Law, to the other Revolving Credit Lenders in accordance with the upward adjustments in their respective applicable Pro Rata Shares allocable to such Letter of Credit pursuant to Section 2.17(a)(iv), with the balance of such fee, if any, payable to the applicable L/C Issuer for its own account. Such Letter of Credit fees shall be computed on a quarterly basis in arrears. Such Letter of Credit fees arrears and shall be due and payable in Dollars on the first Business Day after the end of each Marchfiscal quarter, Junein respect of the quarterly period then ended (or portion thereof, September and Decemberin the case of the first payment), commencing with the first such date to occur after the issuance of such Letter of Credit, on the Letter of Credit Expiration Date and thereafter on demand. If there is any change in any the Applicable Rate for Revolving Credit Loans during any quarter, the daily maximum amount of each Letter of Credit shall be computed and multiplied by such the Applicable Rate separately for each period during such quarter that such Applicable Rate was in effect.

Letter of Credit Fees. The (i) Each Borrower shall pay to the Administrative Agent for the account of each Lender a commission on such Lender’s Ratable Share of the Revolving Credit Lenders for the applicable Revolving Credit Facility (in accordance with their Pro Rata Share or other applicable share provided for under this Agreement) a Letter average daily aggregate Available Amount of Credit fee in Dollars for each Letter all Letters of Credit issued pursuant for the account of such Borrower and outstanding from time to this Agreement time at a rate per annum equal to the Applicable Margin for Eurocurrency Rate for Revolving Credit Loans times the Dollar Equivalent of the daily maximum amount then available to be drawn under such Letter of Credit (whether or not such maximum amount is then Advances in effect under from time to time during such Letter of Credit if such maximum amount increases periodically pursuant to the terms of such Letter of Credit); provided, however, any Letter of Credit fees otherwise payable for the account of a Defaulting Lender with respect to any Letter of Credit as to which such Defaulting Lender has not provided Cash Collateral satisfactory to the L/C Issuer pursuant to this Section 2.03 shall be payable, to the maximum extent permitted by applicable Law, to the other Lenders in accordance with the upward adjustments in their respective Pro Rata Shares allocable to such Letter of Credit pursuant to Section 2.17(a)(iv), with the balance of such fee, if anycalendar quarter, payable to the L/C Issuer for its own account. Such Letter of Credit fees shall be computed on a in arrears quarterly basis in arrears. Such Letter of Credit fees shall be due and payable in Dollars on the first Business Day after the end last day of each March, June, September and December, commencing with the first such date to occur after the issuance of such Letter of Creditquarter ended December 31, 2010, and on the Letter Termination Date; provided, that no Defaulting Lender shall be entitled to receive any commission in respect of Letters of Credit Expiration Date for any period during which that Lender is a Defaulting Lender (and thereafter on demand. If there 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 the Applicable Margin shall be 2% above the Applicable Margin in effect upon the occurrence and during the continuation of an Event of Default if such Borrower is any change 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 and such other commissions, issuance fees, transfer fees and other fees and charges in any Applicable Rate for Revolving Credit Loans during any quarter, connection with the daily maximum amount Issuance or administration of each Letter of Credit as such Borrower and such Issuing Bank shall be computed and multiplied by such Applicable Rate separately for each period during such quarter that such Applicable Rate was in effectagree.

Letter of Credit Fees. Subject to Section 2.25, in consideration of issuance of standby Letters of Credit hereunder, the Borrower agrees to pay to the applicable Issuing Lender (i) a fee (the “Standby Letter of Credit Fee”) on such Lender’s Revolving Commitment Percentage of the average daily maximum amount available to be drawn under each such standby Letter of Credit computed at a per annum rate for each day from the date of issuance to the date of expiration equal to the Applicable Margin, (ii) a fee (the “Trade Letter of Credit Fee”) on such Lender’s Revolving Commitment Percentage of the average daily maximum amount available to be drawn under each such trade Letter of Credit computed at a per annum rate for each day from the date of issuance to the date of expiration equal to the Applicable Margin and (iii) an additional fronting fee (the “Fronting Fee”) of one-eighth of one percent (0.125%) per annum on the average daily maximum amount available to be drawn under each standby Letter of Credit issued by it (such fronting fee shall be for the account of the applicable Issuing Lender without sharing by the other Lenders). The Borrower applicable Issuing Lender shall promptly pay over to the Administrative Agent for the account ratable benefit of the Revolving Credit Lenders for (including the applicable Revolving Credit Facility (in accordance with their Pro Rata Share or other applicable share provided for under this AgreementIssuing Lender) a the Standby Letter of Credit fee in Dollars for each Fee and the Trade Letter of Credit issued pursuant to this Agreement equal to the Applicable Rate for Revolving Credit Loans times the Dollar Equivalent of the daily maximum amount then available to be drawn under such Fee. The Standby Letter of Credit (whether or not such maximum amount is then in effect under such Fee, the Trade Letter of Credit if such maximum amount increases periodically pursuant to Fee and the terms Fronting Fee shall be payable quarterly in arrears on the 15th day following the last day of such Letter of Credit); provided, however, any Letter of Credit fees otherwise payable each calendar quarter for the account of a Defaulting Lender with respect to any Letter of Credit as to which such Defaulting Lender has not provided Cash Collateral satisfactory to the L/C Issuer pursuant to this Section 2.03 shall be payable, to the maximum extent permitted by applicable Law, to the other Lenders in accordance with the upward adjustments in their respective Pro Rata Shares allocable to such Letter of Credit pursuant to Section 2.17(a)(iv), with the balance of such fee, if any, payable to the L/C Issuer for its own account. Such Letter of Credit fees shall be computed on a quarterly basis in arrears. Such Letter of Credit fees shall be due and payable in Dollars on the first Business Day after the end of each March, June, September and December, commencing with the first such date to occur after the issuance of such Letter of Credit, on the Letter of Credit Expiration Date and thereafter on demand. If there is any change in any Applicable Rate for Revolving Credit Loans during any prior calendar quarter, the daily maximum amount of each Letter of Credit shall be computed and multiplied by such Applicable Rate separately for each period during such quarter that such Applicable Rate was in effect.

Letter of Credit Fees. The Borrower shall pay to the Administrative Agent for the account of the each Series C Revolving Credit Lenders for the applicable Revolving Credit Facility (Lender in accordance with their its Pro Rata Share or other applicable share provided for under this Agreement) Agreement a Letter of Credit fee in Dollars for each Letter of Credit issued pursuant to this Agreement equal to the Applicable Rate for applicable to each Series C Revolving Credit Lender’s Loans times the Dollar Equivalent of the daily maximum amount then available to be drawn under such Letter of Credit (whether or not such maximum amount Dollar Amount is then in effect under such Letter of Credit if such maximum amount increases periodically pursuant to the terms of such Letter of Credit); provided, however, any Letter of Credit fees otherwise payable for the account of a Defaulting Lender with respect to any Letter of Credit as to which such Defaulting Lender has not provided Cash Collateral satisfactory to the L/C Issuer pursuant to this Section 2.03 shall be payable, to the maximum extent permitted by applicable Law, to the other Series C Revolving Credit Lenders in accordance with the upward adjustments in their respective Pro Rata Shares allocable to such Letter of Credit pursuant to Section 2.17(a)(iv), with the balance of such fee, if any, payable to the L/C Issuer for its own account. Such Letter of Credit fees shall be computed on a quarterly basis in arrears. Such Letter of Credit fees shall be due and payable in Dollars on the first Business Day after the end of each March, June, September and December, commencing with the first such date to occur after the issuance of such Letter of Credit, on the Letter of Credit Expiration Date and thereafter on demand. If there is any change in any the Applicable Rate for Revolving Credit Loans during any quarter, the daily maximum amount of each Letter of Credit shall be computed and multiplied by such the Applicable Rate separately for each period during such quarter that such Applicable Rate was in effect.

Letter of Credit Fees. 24 (i) The Borrower shall agrees to pay to the Administrative Agent Agent, for the account of each Lender, commissions for issuing the Revolving Credit Lenders for the applicable Revolving Credit Facility (in accordance with their Pro Rata Share or other applicable share provided for under this Agreement) a Letter Letters of Credit fee in Dollars for each Letter of Credit issued pursuant to this Agreement equal to on the Applicable Rate for Revolving Credit Loans times the Dollar Equivalent daily average outstanding of the daily maximum amount then available liability of the Issuing Bank existing from time to be drawn time under such Letter of Credit (whether calculated separately for each Letter of Credit) at the rate per annum equal 1.00% (subject to a minimum $500.00 issuance fee) plus standard and customary documentation and processing fees associated therewith. Each Letter of Credit shall be deemed to be outstanding up to the full face amount of the Letter of Credit until the Issuing Bank has received the canceled Letter of Credit or not such maximum amount is then in effect under a written cancellation of the Letter of Credit from the beneficiary of such Letter of Credit if such maximum amount increases periodically pursuant in form and substance acceptable to the terms Issuing Bank in its sole discretion, or for any reductions in the amount of the Letter of Credit (other than from a drawing), written notification from the beneficiary of such Letter of Credit); provided, however, . Such commissions are payable quarterly in arrears on each Quarterly Date and upon cancellation or expiration of each such Letter of Credit. (ii) Upon each transfer of any Letter of Credit fees otherwise payable for to a successor beneficiary in accordance with its terms, 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 Borrower shall pay to the L/C Issuer pursuant to this Section 2.03 shall be payable, to the maximum extent permitted by applicable Law, to the other Lenders Issuing Bank for its own account a sum in an amount which is in accordance with the upward adjustments in their respective Pro Rata Shares allocable to such Issuing Bank’s then-current Letter of Credit pursuant to Section 2.17(a)(iv), with the balance fee policy. (iii) Upon each drawing of such fee, if any, payable to the L/C Issuer for its own account. Such Letter of Credit fees shall be computed on a quarterly basis in arrears. Such Letter of Credit fees shall be due and payable in Dollars on the first Business Day after the end of each March, June, September and December, commencing with the first such date to occur after the issuance of such any Letter of Credit, on the Borrower shall pay to the Issuing Bank for its own account a negotiation fee in an amount which is in accordance with the Issuing Bank’s then-current Letter of Credit Expiration Date and thereafter on demand. If there is fee policy; provided that such fee shall not be a condition to any change in drawing. (iv) Upon each amendment of any Applicable Rate for Revolving Credit Loans during any quarterLetter of Credit, the daily maximum Borrower shall pay to the Issuing Bank for its own account a sum in an amount of each which is in accordance with its then current Letter of Credit shall be computed and multiplied by such Applicable Rate separately for each period during such quarter that such Applicable Rate was in effectamendment fee policy or schedule.

Letter of Credit Fees. The Borrower shall pay to the Administrative Agent for the account of the Revolving Credit Lenders for the applicable Revolving Credit Facility Class (in accordance with their Pro Rata Share or other applicable share provided for under this Agreement) a Letter of Credit fee in Dollars for each Letter of Credit issued pursuant to this Agreement equal to the Applicable Rate for Percentage applicable to Revolving Credit Loans that are SOFR Borrowings times the Dollar Equivalent of the daily maximum amount then available to be drawn under such Letter of Credit (whether or not such maximum amount is then in effect under such Letter of Credit if such maximum amount increases periodically pursuant to the terms of such Letter of Credit); provided, however, any Letter of Credit fees otherwise payable for the account of a Defaulting Lender with respect to any Letter of Credit as to which such Defaulting Lender has not provided Cash Collateral satisfactory to the L/C Issuer pursuant to this Section 2.03 2.02 shall be payable, to the maximum extent permitted by applicable Law, to the other Lenders in accordance with the upward adjustments in their respective Pro Rata Shares allocable to such Letter of Credit pursuant to Section 2.17(a)(iv)2.30, with the balance of such fee, if any, payable to the L/C Issuer for its own account. Such Letter of Credit fees shall be computed on a quarterly basis in arrears. Such Letter of Credit fees shall be due and payable in Dollars on the first last Business Day after the end of each March, June, September and DecemberDecember and on the Maturity Date, commencing with the first such date to occur after the issuance of such Letter of Credit, on the Letter of Credit Sublimit Expiration Date and thereafter on demand. If there is any change in any Applicable Rate for Revolving Credit Loans during any quarter, the daily maximum amount of each Letter of Credit shall be computed and multiplied by such Applicable Rate separately for each period during such quarter that such Applicable Rate was in effect.

Letter of Credit Fees. The Borrower shall pay to the Administrative Agent for the account of the each Revolving Credit Lenders for the applicable Revolving Credit Facility (Lender in accordance with their its Pro Rata Share or other applicable share provided for under this Agreement) a Letter of Credit fee in Dollars for each Letter of Credit issued pursuant to this Agreement equal to the product of (i) the Applicable Rate for Revolving Credit Loans times that are Eurodollar Rate Loans and (ii) the Dollar Equivalent of 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 Stated Amount of such Letter of Credit); provided, however, any provided that Letter of Credit fees otherwise payable for the account of a Defaulting Lender accrued with respect to any Pro Rata Share of any Letters of Credit during the period prior to the time any Lender became a Defaulting Lender and unpaid at such time shall not be payable by the Administrative Agent so long as such Lender shall be a Defaulting Lender except to the extent that such Lender’s Pro Rata Share of the Letter of Credit as fee shall otherwise have been due and payable to which such Defaulting Lender has not provided Cash Collateral satisfactory to the L/C Issuer pursuant to this Section 2.03 shall be payable, to the maximum extent permitted by applicable Law, to the other Lenders in accordance with the upward adjustments in their respective Pro Rata Shares allocable prior to such time; and provided, further, that no Letter of Credit pursuant fee shall accrue to Section 2.17(a)(iv), with the balance of any Defaulting Lender so long as such fee, if any, payable to the L/C Issuer for its own accountLender shall be a Defaulting Lender. Such Letter of Credit fees shall be computed on a quarterly basis in arrears. Such Letter of Credit fees arrears and shall be due and payable in Dollars on the first last Business Day after the end of each March, June, September and DecemberDecember and on the Revolving Maturity Date, commencing with the first such date to occur after the issuance of such Letter of Credit, on the Letter of Credit Expiration Date and thereafter on demand. If there is any change in any Applicable Rate for Revolving Credit Loans during any quarter, the daily maximum amount of each Letter of Credit shall be computed and multiplied by such Applicable Rate separately for each period during such quarter that such Applicable Rate was in effect.

Letter of Credit Fees. The Borrower shall pay to the Administrative Agent for the account of the Revolving Credit Lenders for the applicable Revolving Credit Facility (each Lender in accordance with their its Pro Rata Share or other applicable share provided for under this Agreement) a Letter of Credit fee in Dollars for each Letter of Credit issued pursuant to this Agreement equal to the product of (i) the Applicable Rate Margin for Revolving Credit Loans times the Dollar Equivalent of that are Eurodollar Rate Loans and (ii) the daily maximum amount then available to be drawn under such Letter of Credit (whether or not such maximum amount is then in effect under such Letter of Credit if such maximum amount increases periodically pursuant to the terms of such Letter of Credit); provided, howeverthat, any Letter of Credit fees otherwise payable for the account of a Defaulting Lender accrued with respect to any Pro Rata Share of any Letters of Credit during the period prior to the time any Lender became a Defaulting Lender and unpaid at such time shall not be payable by the Administrative Agent so long as such Lender shall be a Defaulting Lender except to the extent that such Lender’s Pro Rata Share of the Letter of Credit as fee shall otherwise have been due and payable to which such Defaulting Lender has not provided Cash Collateral satisfactory to the L/C Issuer pursuant to this Section 2.03 shall be payable, to the maximum extent permitted by applicable Law, to the other Lenders in accordance with the upward adjustments in their respective Pro Rata Shares allocable prior to such time; and provided, further, that no Letter of Credit pursuant fee shall accrue to Section 2.17(a)(iv), with the balance of any Defaulting Lender so long as such fee, if any, payable to the L/C Issuer for its own accountLender shall be a Defaulting Lender. Such Letter letter of Credit credit fees shall be computed on a quarterly basis in arrears. Such Letter of Credit fees arrears and shall be due and payable in Dollars on the first last Business Day after the end of each March, June, September and DecemberDecember and on the Maturity Date, commencing with the first such date to occur after the issuance of such Letter of Credit, on the Letter of Credit Expiration Date and thereafter on demand. If there is any change in any Applicable Rate for Revolving Credit Loans during any quarter, the daily maximum amount of each Letter of Credit shall be computed and multiplied by such Applicable Rate separately for each period during such quarter that such Applicable Rate was in effect.

Letter of Credit Fees. The Borrower shall pay to the Administrative Agent for the account of the each Revolving Credit Lenders for the applicable Revolving Credit Facility (Lender in accordance with their its applicable Pro Rata Share or other applicable share provided for under this Agreement) Share, a Letter of Credit fee in Dollars which shall accrue for each Letter of Credit issued pursuant to this Agreement on the Dollar Amount thereof in an amount equal to the Applicable Rate then in effect for Revolving Credit SOFR Loans times the Dollar Equivalent of multiplied by the daily maximum amount then available to be drawn under such Letter of Credit (whether or not such maximum amount is then in effect under such Letter of Credit if such maximum amount increases periodically pursuant to the terms of such Letter of Credit); provided, however, that any Letter of Credit fees otherwise payable for the account of a Defaulting Lender with respect to any Letter of Credit as to which such Defaulting Lender has not provided Cash Collateral satisfactory to the applicable L/C Issuer pursuant to this Section 2.03 shall be payable, to the maximum extent permitted by applicable Law, to the other Revolving Credit Lenders in accordance with the upward adjustments in their respective applicable Pro Rata Shares allocable to such Letter of Credit pursuant to Section 2.17(a)(iv), with the balance of such fee, if any, payable to the applicable L/C Issuer for its own account. For purposes of computing the maximum daily amount available to be drawn under any Letter of Credit, the amount of such Letter of Credit shall be determined in accordance with Section 1.09. Such Letter of Credit fees shall be computed on a quarterly basis in arrears. Such Letter of Credit fees arrears and shall be due and payable in Dollars on the first last Business Day after the end of each Marchcalendar quarter, Junein respect of the quarterly period then ending (or portion thereof, September and Decemberin the case of the first payment), commencing with the first such date to occur after the issuance of such Letter of Credit, the date of termination or expiration of the applicable Letter of Credit, on the Letter of Credit Expiration Date and thereafter on demand. If there is any change in any the Applicable Rate for Revolving Credit Loans during any quarter, the daily maximum amount of each Letter of Credit shall be computed and multiplied by such the Applicable Rate separately for each period during such quarter that such Applicable Rate was in effect.

Letter of Credit Fees. The Each Borrower shall agrees to pay to the Administrative Agent Agent, for the pro rata account of the Revolving Credit Lenders for the applicable Revolving Credit Facility (in accordance with their Pro Rata Share or other applicable share provided for under this Agreement) respective Percentages, a Letter of Credit fee in Dollars for each Letter of Credit issued pursuant to this Agreement equal to (the Applicable Rate “Letter of Credit Fee”) for Revolving Credit Loans times the Dollar Equivalent period from the date of the daily maximum amount then available to be drawn under issuance of such Letter of Credit (whether or not for the account such maximum amount is then in effect under Borrower to the date upon which such Letter of Credit if expires or is otherwise terminated, of (a) in the case of each Commercial Letter of Credit issued for the account of such maximum amount increases periodically pursuant to Borrower, 0.75% per annum times the terms Stated Amount of such Letter of Credit); provided, howeverand (b) in the case of each Standby Letter of Credit issued for the account of such Borrower, the LC Fee Rate per annum in effect from time to time times the Stated Amount of such Letter of Credit. Such fee shall be payable by the applicable Borrower in arrears on each Payment Date and on the Termination Date (and thereafter on demand) for the period then ending for which such fee shall not theretofore have been paid. Notwithstanding the foregoing or any other provision of this Agreement, any Letter of Credit fees Fees otherwise payable for the account of a Defaulting Lender with respect to any Letter of Credit as to which such Defaulting Lender has not provided Cash Collateral satisfactory to the L/C applicable Issuer pursuant to this Section 2.03 5.8 shall be payable, to the maximum extent permitted by applicable Lawlaw, to the other Lenders in accordance with the upward adjustments in their respective Pro Rata Shares Percentages allocable to such Letter of Credit pursuant to Section 2.17(a)(iv2.7(a)(iv), with the balance of such fee, if any, payable to the L/C such Issuer for its own account. Such Letter of Credit fees shall be computed on a quarterly basis in arrears. Such Letter of Credit fees shall be due and payable in Dollars on the first Business Day after the end of each March, June, September and December, commencing with the first such date to occur after the issuance of such Letter of Credit, on the Letter of Credit Expiration Date and thereafter on demand. If there is any change in any Applicable Rate for Revolving Credit Loans during any quarter, the daily maximum amount of each Letter of Credit shall be computed and multiplied by such Applicable Rate separately for each period during such quarter that such Applicable Rate was in effect.

Letter of Credit Fees. The Borrower shall pay to the Administrative Agent Agent, for the account of the each Revolving Credit Lenders for the applicable Revolving Credit Facility (Lender in accordance with their Pro Rata Share or other applicable share provided for under this Agreementits Applicable Percentage, in Dollars, (i) a per annum letter of credit fee for each Documentary Letter of Credit fee in Dollars for each or Financial Letter of Credit issued pursuant to this Agreement equal to the Applicable Rate Margin for Revolving Advances that are Eurocurrency Rate Loans and (ii) a per annum letter of credit fee for each Performance Letter of Credit Loans equal to the Applicable Margin for Performance Letters of Credit, in each case times the Dollar Equivalent of the daily maximum amount then available to be drawn under such Letter of Credit (whether or not such maximum amount is then in effect under such Letter of Credit if such maximum amount increases periodically pursuant to the terms of such Letter of Credit); provided, however, that any Letter letter of Credit credit fees otherwise payable for the account of a Defaulting Lender with respect to any Letter of Credit as to which such Defaulting Lender has not provided Cash Collateral satisfactory to the L/C Issuer pursuant to this Section 2.03 shall be payable, to the maximum extent permitted by applicable Lawlaw, to the other Revolving Lenders in accordance with the upward adjustments in their respective Pro Rata Shares Applicable Percentage allocable to such Letter of Credit pursuant to Section 2.17(a)(iv), with the balance of such fee, if any, being retained by the Borrower for its own account or, to the extent any Fronting Exposure shall then be outstanding, being payable to the L/C Issuer Issuing Bank for its own accountaccount to the extent such fee relates to the amount of such Fronting Exposure. Such Letter Each letter of Credit fees credit fee shall be computed payable quarterly in arrears on a quarterly basis in arrears. Such Letter or before the later of Credit fees shall be due and payable in Dollars on (A) the first last Business Day after the end of each March, June, September and DecemberDecember and (B) five (5) Business Days after receipt by the Borrower of an invoice therefor, commencing with the first such date to occur after the issuance Effective Date, until the earlier of such Letter of Credit, on its expiration date or the Letter of Credit Expiration Date and thereafter on demand. If there is any change in any Applicable Rate for Revolving Credit Loans during any quarter, the daily maximum amount of each Letter of Credit shall be computed and multiplied by such Applicable Rate separately for each period during such quarter that such Applicable Rate was in effectMaturity Date.

Letter of Credit Fees. The Borrower shall pay (a) to the Administrative Agent Agent, for the account of the Revolving Credit Lenders for the applicable Revolving Credit Facility (in accordance with their respective Pro Rata Share or other applicable share provided for under this Agreement) Shares, a letter of credit fee with respect to the Letter of Credit fee in Dollars Liabilities for each Letter of Credit, computed for each day from the date of issuance of such Letter of Credit issued pursuant to this Agreement the date that is the last day a drawing is available under such Letter of Credit, at a per annum rate equal to the Applicable Letter of Credit Fee Rate for Revolving Credit Loans (which shall be increased by 2% per annum during any period in which interest on the Obligations accrues at the Default Rate) times the Dollar Equivalent undrawn face amount of such Letter of Credit and (b) to such LC Issuer, for its own account, a letter of credit fronting fee at a rate equal to 0.25% per annum times the daily maximum undrawn face amount then available to be drawn under of such Letter of Credit (whether or not such maximum amount is then but in effect under such Letter of Credit if such maximum amount increases periodically pursuant to the terms of such Letter of Creditno event less than $500 per annum); provided, however, any Letter of Credit fees otherwise payable for the account of a Defaulting Lender with respect to any Letter of Credit as to which such Defaulting Lender has not provided Cash Collateral satisfactory to the L/C LC Issuer pursuant to this Section 2.03 2.19 shall be payable, to the maximum extent permitted by applicable Law, to the other Lenders in accordance with the upward adjustments in their respective Pro Rata Shares allocable to such Letter of Credit pursuant to Section 2.17(a)(iv2.19(a)(iv), with the balance of such fee, if any, payable to the L/C LC Issuer for its own account, but in no event less than $500 per annum. Such Letter of Credit fees shall be computed on a quarterly basis in arrears. Such Letter of Credit fees shall be due and payable in Dollars arrears on the first Business Day after the end last day of each March, June, September and December, commencing with Fiscal Quarter prior to the first such date to occur after the issuance of such Letter of Credit, on the Letter of Credit Expiration Maturity Date and thereafter on demand. If there is any change in any Applicable Rate for Revolving Credit Loans during any quarter, the daily maximum amount of each Letter of Credit shall be computed and multiplied by such Applicable Rate separately for each period during such quarter that such Applicable Rate was in effect.the

Letter of Credit Fees. The Borrower Borrowers (on a joint and several basis) shall pay to the Administrative Agent for the account of the each Participating Revolving Credit Lenders for the applicable Revolving Credit Facility (Lender in accordance with their its Pro Rata Share or other applicable share provided for under this Agreement) Agreement a Letter of Credit fee in Dollars for each Letter of Credit issued pursuant to this Agreement equal to the Applicable Rate for Margin with respect to Revolving Credit Loans maintained as SOFR Loans times the Dollar Equivalent of the daily maximum amount then available to be drawn under such Letter of Credit (whether or not such maximum amount is then in effect under such Letter of Credit if such maximum amount increases periodically pursuant to the terms of such Letter of Credit); provided, however, any Letter of Credit fees otherwise payable for the account of a Defaulting Lender with respect to any Letter of Credit as to which such Defaulting Lender has not provided Cash Collateral satisfactory to the L/C Issuer applicable Issuing Bank pursuant to this Section 2.03 shall be payable, to the maximum extent permitted by applicable Lawlaw, to the other Lenders in accordance with the upward adjustments in their respective Pro Rata Shares allocable to such Letter of Credit pursuant to Section 2.17(a)(iv2.21(a)(iv), with the balance of such fee, if any, payable to the L/C Issuer applicable Issuing Bank for its own account. Such Letter of Credit fees shall be computed on a quarterly basis in arrears. Such Letter of Credit fees shall be due and payable in Dollars on the first last Business Day after the end of each March, June, September and December, commencing with the first such date to occur after the issuance of such Letter of Credit, NAI-1537241654v2 on the applicable Letter of Credit Expiration Date and thereafter on demand. If there is any change in any the Applicable Rate for Revolving Credit Loans Margin during any quarter, the daily maximum amount of each Letter of Credit shall be computed and multiplied by such the Applicable Rate Margin separately for each period during such quarter that such Applicable Rate Margin was in effect.

Letter of Credit Fees. The Borrower Borrowers (on a joint and several basis) shall pay to the Administrative Agent for the account of the each Participating Revolving Credit Lenders for the applicable Revolving Credit Facility (Lender in accordance with their its Pro Rata Share or other applicable share provided for under this Agreement) Agreement a Letter of Credit fee in Dollars for each Letter of Credit issued pursuant to this Agreement equal to the Applicable Rate for Margin with respect to Revolving Credit Loans maintained as LIBOR RateSOFR Loans times the Dollar Equivalent of the daily maximum amount then available to be drawn under such Letter of Credit (whether or not such maximum amount is then in effect under such Letter of Credit if such maximum amount increases periodically pursuant to the terms of such Letter of Credit); provided, however, any Letter of Credit fees otherwise payable for the account of a Defaulting Lender with respect to any Letter of Credit as to which such Defaulting Lender has not provided Cash Collateral satisfactory to the L/C Issuer applicable Issuing Bank pursuant to this Section 2.03 shall be payable, to the maximum extent permitted by applicable Lawlaw, to the other Lenders in accordance with the upward adjustments in their respective Pro Rata Shares allocable to such Letter of Credit pursuant to Section 2.17(a)(iv2.21(a)(iv), with the balance of such fee, if any, payable to the L/C Issuer applicable Issuing Bank for its own account. Such Letter of Credit fees shall be computed on a quarterly basis in arrears. Such Letter of Credit fees shall be due and payable in Dollars on the first last Business Day after the end of each March, June, September and December, commencing with the first such date to occur after the issuance of such Letter of Credit, on the applicable Letter of Credit Expiration Date and thereafter on demand. If there is any change in any the Applicable Rate for Revolving Credit Loans Margin during any quarter, the daily maximum amount of each Letter of Credit shall be computed and multiplied by such the Applicable Rate Margin separately for each period during such quarter that such Applicable Rate Margin was in effect.