Common use of Standby Letter of Credit Fees Clause in Contracts

Standby Letter of Credit Fees. The Borrower shall pay to the Administrative Agent for the account of each Lender in accordance with its Revolving Commitment Percentage a Letter of Credit fee (the “Standby Letter of Credit Fee”) in Dollars for each standby Letter of Credit equal to the Applicable Percentage times the daily amount available to be drawn under such Letter of Credit; provided, however, any Standby Letter of Credit Fees otherwise payable for the account of a Defaulting Lender with respect to any Letter of Credit as to which such Defaulting Lender has not provided Cash Collateral satisfactory to the Issuing Lender pursuant to this Section 2.6 shall be payable, to the maximum extent permitted by applicable Law, to the other Lenders in accordance with the upward adjustments in their respective Revolving Commitment Percentages allocable to such Letter of Credit pursuant to Section 3.18(a)(iv), with the balance of such fee, if any, payable to the Issuing Lender for its own account. For purposes of computing the daily amount available to be drawn under any Letter of Credit, the amount of such Letter of Credit shall be determined in accordance with Section 1.4. Standby Letter of Credit Fees shall be (i) due and payable on the last Business Day of each March, June, September and December, commencing with the first such date to occur after the issuance of such Letter of Credit, on the Letter of Credit Expiration Date and thereafter on demand and (ii) computed on a quarterly basis in arrears. If there is any change in the Applicable Percentage during any quarter, the daily amount available to be drawn under each Letter of Credit shall be computed and multiplied by the Applicable Percentage separately for each period during such quarter that such Applicable Percentage was in effect. Notwithstanding anything to the contrary contained herein, upon the request of the Required Lenders, while any Event of Default exists, all Standby Letter of Credit Fees shall accrue at the Default Rate.

Standby Letter of Credit Fees. The Borrower Borrowers shall pay to the Administrative Agent for the account of each Lender Revolving Bank in accordance with its Revolving Commitment Percentage a Letter of Credit fee (the “Standby Letter of Credit Fee”) in Dollars for each standby Letter of Credit equal to the Applicable Percentage times the Dollar Equivalent of the daily amount available to be drawn under such Letter of Credit; provided, however, any Standby Letter of Credit Fees otherwise payable for the account of a Defaulting Lender Bank with respect to any Letter of Credit as to which such Defaulting Lender Bank has not provided Cash Collateral satisfactory to the applicable Issuing Lender Bank pursuant to this Section 2.6 shall be payable, to the maximum extent permitted by applicable Law, to the other Lenders Revolving Banks in accordance with the upward adjustments in their respective Revolving Commitment Percentages allocable to such Letter of Credit pursuant to Section 3.18(a)(iv), with the balance of such fee, if any, payable to the such Issuing Lender Bank for its own account. For purposes of computing the daily amount available to be drawn under any Letter of Credit, the amount of such Letter of Credit shall be determined in accordance with Section 1.4. Standby Letter of Credit Fees shall be (i) due and payable on the last Business Day of each March, June, September and December, commencing with the first such date to occur after the issuance of such Letter of Credit, on the Letter of Credit Expiration Date and thereafter on demand and (ii) computed on a quarterly basis in arrears. If there is any change in the Applicable Percentage during any quarter, the daily amount available to be drawn under each Letter of Credit shall be computed and multiplied by the Applicable Percentage separately for each period during such quarter that such Applicable Percentage was in effect. Notwithstanding anything to the contrary contained herein, upon the request of the Required LendersRevolving Banks, while any Event of Default exists, all Standby Letter of Credit Fees shall accrue at the Default Rate.

Standby Letter of Credit Fees. The Borrower Borrowers shall pay to the Administrative Agent for the account of each Lender Bank in accordance with its Revolving Commitment Percentage a Letter of Credit fee (the “Standby Letter of Credit Fee”) in Dollars for each standby Letter of Credit equal to the Applicable Percentage times the daily amount available to be drawn under such Letter of Credit; provided, however, any Standby Letter of Credit Fees otherwise payable for the account of a Defaulting Lender Bank with respect to any Letter of Credit as to which such Defaulting Lender Bank has not provided Cash Collateral satisfactory to the Issuing Lender Bank pursuant to this Section 2.6 shall be payable, to the maximum extent permitted by applicable Law, to the other Lenders Banks in accordance with the upward adjustments in their respective Revolving Commitment Percentages allocable to such Letter of Credit pursuant to Section 3.18(a)(iv), with the balance of such fee, if any, payable to the Issuing Lender Bank for its own account. For purposes of computing the daily amount available to be drawn under any Letter of Credit, the amount of such Letter of Credit shall be determined in accordance with Section 1.4. Standby Letter of Credit Fees shall be (i) due and payable on the last Business Day of each March, June, September and December, commencing with the first such date to occur after the issuance of such Letter of Credit, on the Letter of Credit Expiration Date and thereafter on demand and (ii) computed on a quarterly basis in arrears. If there is any change in the Applicable Percentage during any quarter, the daily amount available to be drawn under each Letter of Credit shall be computed and multiplied by the Applicable Percentage separately for each period during such quarter that such Applicable Percentage was in effect. Notwithstanding anything to the contrary contained herein, upon the request of the Required LendersBanks, while any Event of Default exists, all Standby Letter of Credit Fees shall accrue at the Default Rate.

Standby Letter of Credit Fees. The Borrower shall pay to the Administrative Agent for the account of each Lender in accordance with its Revolving Commitment Percentage a Letter of Credit fee (the “Standby Letter of Credit Fee”) in Dollars for each standby Letter of Credit equal to the Applicable Percentage times Margin multiplied by the daily maximum amount available to be drawn under such Letter of Credit; providedCredit (collectively, however, any Standby the “Letter of Credit Fees otherwise payable for the account of a Defaulting Lender with respect to any Letter of Credit as to which such Defaulting Lender has not provided Cash Collateral satisfactory to the Issuing Lender pursuant to this Section 2.6 shall be payable, to the maximum extent permitted by applicable Law, to the other Lenders in accordance with the upward adjustments in their respective Revolving Commitment Percentages allocable to such Letter of Credit pursuant to Section 3.18(a)(ivFees”), with the balance of such fee, if any, payable to the Issuing Lender for its own account. For purposes of computing the daily amount available to be drawn under any Letter of Credit, the amount of such Letter of Credit shall be determined in accordance with Section 1.41.3(i). Standby The Letter of Credit Fees shall be (i) computed on a quarterly basis in arrears, and shall be due and payable on the last Business Day of each March, June, September and December, commencing with the first such date to occur after the issuance of such Letter of Credit, on the expiration date thereof and thereafter on demand; provided that (1) no Letter of Credit Expiration Date and thereafter on demand Fees shall accrue in favor of a Defaulting Lender so long as such Lender shall be a Defaulting Lender and (ii2) computed on any Letter of Credit Fees accrued in favor of a quarterly basis in arrearsDefaulting Lender during the period prior to the time such Lender became a Defaulting Lender and unpaid at such time shall not be payable by the Borrower so long as such Lender shall be a Defaulting Lender. If there is any change in the Applicable Percentage Margin during any quarter, the daily maximum amount available to be drawn under each Letter of Credit shall be computed and multiplied by the Applicable Percentage Margin separately for each period during such quarter that such Applicable Percentage Margin was in effect. Notwithstanding anything to the contrary contained herein, during the continuance of an Event of Default under Sections 9.1(f) and (g), all Letter of Credit Fees shall accrue at the Default Rate, and during the continuance of an Event of Default other than an Event of Default under Sections 9.1 (f) or (g), then upon the request of the Required Lenders, while any Event of Default exists, all Standby Letter of Credit Fees shall accrue at the Default Rate.

Standby Letter of Credit Fees. The Borrower shall pay to the Administrative Agent for the account of each Lender in accordance with its Revolving Commitment Percentage a Letter of Credit fee (the “Standby Letter of Credit Fee”) in Dollars for each standby Letter of Credit equal to the Applicable Percentage times Letter of Credit Fee Rate multiplied by the daily maximum amount available to be drawn under such Letter of Credit; providedCredit (collectively, however, any Standby the “Letter of Credit Fees otherwise payable for the account of a Defaulting Lender with respect to any Letter of Credit as to which such Defaulting Lender has not provided Cash Collateral satisfactory to the Issuing Lender pursuant to this Section 2.6 shall be payable, to the maximum extent permitted by applicable Law, to the other Lenders in accordance with the upward adjustments in their respective Revolving Commitment Percentages allocable to such Letter of Credit pursuant to Section 3.18(a)(ivFees”), with the balance of such fee, if any, payable to the Issuing Lender for its own account. For purposes of computing the daily amount available to be drawn under any Letter of Credit, the amount of such Letter of Credit shall be determined in accordance with Section 1.41.3(i). Standby The Letter of Credit Fees shall be (i) computed on a quarterly basis in arrears, and shall be due and payable on the last Business Day of each March, June, September and December, commencing with the first such date to occur after the issuance of such Letter of Credit, on the expiration date thereof and thereafter on demand; provided that (1) no Letter of Credit Expiration Date and thereafter on demand Fees shall accrue in favor of a Defaulting Lender so long as such Lender shall be a Defaulting Lender and (ii2) computed on any Letter of Credit Fees accrued in favor of a quarterly basis in arrearsDefaulting Lender during the period prior to the time such Lender became a Defaulting Lender and unpaid at such time shall not be payable by the Borrower so long as such Lender shall be a Defaulting Lender. If there is any change in the Applicable Percentage Margin during any quarter, the daily maximum amount available to be drawn under each standby Letter of Credit shall be computed and multiplied by the Applicable Percentage Margin separately for each period during such quarter that such Applicable Percentage Margin was in effect. Notwithstanding anything to the contrary contained herein, during the continuance of an Event of Default under Sections 9.1(f) and (g), all Letter of Credit Fees shall accrue at the Default Rate, and during the continuance of an Event of Default other than an Event of Default under Sections 9.1(f) or (g), then upon the request of the Required Lenders, while any Event of Default exists, all Standby Letter of Credit Fees shall accrue at the Default Rate.

Standby Letter of Credit Fees. The Borrower shall pay to the Administrative Agent for the account of each Lender in accordance with its Revolving Commitment Percentage a Letter of Credit fee (the “Standby Letter of Credit Fee”) in Dollars for each standby Letter of Credit equal to the Applicable Percentage times Margin multiplied by the daily maximum amount available to be drawn under such Letter of Credit; provided, however, any Standby Credit (the “Letter of Credit Fees otherwise payable for the account of a Defaulting Lender with respect to any Letter of Credit as to which such Defaulting Lender has not provided Cash Collateral satisfactory to the Issuing Lender pursuant to this Section 2.6 shall be payable, to the maximum extent permitted by applicable Law, to the other Lenders in accordance with the upward adjustments in their respective Revolving Commitment Percentages allocable to such Letter of Credit pursuant to Section 3.18(a)(ivFee”), with the balance of such fee, if any, payable to the Issuing Lender for its own account. For purposes of computing the daily amount available to be drawn under any Letter of Credit, the amount of such Letter of Credit shall be determined in accordance with Section 1.41.3(i). Standby The Letter of Credit Fees Fee shall be (i) computed on a quarterly basis in arrears, and shall be due and payable on the last Business Day of each March, June, September and December, commencing with the first such date to occur after the issuance of such Letter of Credit, on the expiration date thereof and thereafter on demand; provided that (1) no Letter of Credit Expiration Date and thereafter on demand Fees shall accrue in favor of a Defaulting Lender so long as such Lender shall be a Defaulting Lender and (ii2) computed on any Letter of Credit Fees accrued in favor of a quarterly basis in arrearsDefaulting Lender during the period prior to the time such Lender became a Defaulting Lender and unpaid at such time shall not be payable by the Borrower so long as such Lender shall be a Defaulting Lender. If there is any change in the Applicable Percentage Margin during any quarter, the daily maximum amount available to be drawn under each standby Letter of Credit shall be computed and multiplied by the Applicable Percentage Margin separately for each period during such quarter that such Applicable Percentage Margin was in effect. Notwithstanding anything to the contrary contained herein, during the continuance of an Event of Default under Sections 9.1(f) and (g), all Letter of Credit Fees shall accrue at the Default Rate, and during the continuance of an Event of Default other than an Event of Default under Sections 9.1(f) or (g), then upon the request of the Required Lenders, while any Event of Default exists, all Standby Letter of Credit Fees shall accrue at the Default Rate.

Standby Letter of Credit Fees. The Borrower shall pay to the Administrative Agent for the account of each Lender in accordance with its Revolving Commitment Percentage Proportionate Share a Letter of Credit fee (the “Standby Letter of Credit Fee”) in Dollars for each standby Letter of Credit equal to the Applicable Percentage times the daily amount available to be drawn under such Letter of Credit; provided, however, any Standby Letter of Credit Fees otherwise payable for the account of a Defaulting Lender with respect to any Letter of Credit as to which such Defaulting Lender has not provided Cash Collateral satisfactory to the Issuing Lender pursuant to this Section 2.6 shall be payable, to the maximum extent permitted by applicable Law, to the other Lenders in accordance with the upward adjustments in their respective Revolving Commitment Percentages allocable to such Letter of Credit pursuant to Section 3.18(a)(iv), with the balance of such feeFee Percentage (plus an additional 2% per annum, if any, payable to an Event of Default has occurred and is continuing) on the Issuing Lender for its own account. For purposes of computing the daily amount available to be drawn under any Letter of Credit, the undrawn amount of such Letter of Credit (which amount shall be determined the Non-US Currency Equivalent in accordance with Section 1.4. Standby Letter the case of Credit Fees shall be (i) due and payable on the last Business Day of each March, June, September and December, commencing with the first such date to occur after the issuance of such Letter Non-US Currency Letters 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 prorated, if applicable, in the Applicable Percentage during any quarter, the daily amount available to be drawn under case of a renewal date or an expiry date of less than one year. Such fee for each standby Letter of Credit shall be computed due and multiplied payable after the issuance thereof, and any renewal or extension thereof (whether by amendment, automatic or otherwise). The fee is due and payable quarterly in arrears with each payment for the Applicable Percentage separately for each period during preceding quarter due on the first Business Day of the calendar month immediately following such quarter quarter, and is nonrefundable. Any increase or decrease in the standby Letter of Credit fee resulting from a change in the Borrower Leverage Ratio shall become effective as of the fifth Business Day following the date a Compliance Certificate is required to be delivered pursuant to Section 5.01(a) or Section 5.02(d)(ii); provided, however, that if no Compliance Certificate is delivered within three days of when due in accordance with such Applicable Percentage was Sections, then Tier 5 shall apply as of the date of the failure to deliver such Compliance Certificate until such time as the Borrower delivers a Compliance Certificate and thereafter the standby Letter of Credit fee shall be based on the Borrower Leverage Ratio indicated on such Compliance Certificate until such time as the standby Letter of Credit fee is further adjusted as set forth in effectthis subsection (i). Notwithstanding anything to the contrary contained herein, upon the request of the Required Lenders, while any Event of Default exists, all Standby standby Letter of Credit Fees fee in effect shall accrue at be determined based upon Tier 2 of the Default RatePricing Grid from the Closing Date up to but not including the fifth Business Day following the earlier to occur of (i) the date the first Compliance Certificate is required to be delivered after December 31, 2004 pursuant to Section 5.01(a)(iii) or (ii) the date the first Compliance Certificate is required to be delivered pursuant to Section 5.02(d)(ii).

Standby Letter of Credit Fees. The Borrower shall pay to the Administrative Agent for the account of each Lender in accordance with its Revolving Commitment Percentage a Letter of Credit fee (the “Standby Letter of Credit Fee”) in Dollars for each standby Letter of Credit equal to the Applicable Percentage times Margin multiplied by the daily maximum amount available to be drawn under such Letter of Credit; providedCredit (collectively, however, any Standby the “Letter of Credit Fees otherwise payable for the account of a Defaulting Lender with respect to any Letter of Credit as to which such Defaulting Lender has not provided Cash Collateral satisfactory to the Issuing Lender pursuant to this Section 2.6 shall be payable, to the maximum extent permitted by applicable Law, to the other Lenders in accordance with the upward adjustments in their respective Revolving Commitment Percentages allocable to such Letter of Credit pursuant to Section 3.18(a)(ivFees”), with the balance of such fee, if any, payable to the Issuing Lender for its own account. For purposes of computing the daily amount available to be drawn under any Letter of Credit, the amount of such Letter of Credit shall be determined in accordance with Section 1.41.3(i). Standby The Letter of Credit Fees shall be (i) computed on a quarterly basis in arrears, and shall be due and payable on the last Business Day of each March, June, September and December, commencing with the first such date to occur after the issuance of such Letter of Credit, on the expiration date thereof and thereafter on demand; provided that (1) no Letter of Credit Expiration Date and thereafter on demand Fees shall accrue in favor of a Defaulting Lender so long as such Lender shall be a Defaulting Lender and (ii2) computed on any Letter of Credit Fees accrued in favor of a quarterly basis in arrearsDefaulting Lender during the period prior to the time such Lender became a Defaulting Lender and unpaid at such time shall not be payable by the Borrower so long as such Lender shall be a Defaulting Lender. If there is any change in the Applicable Percentage Margin during any quarter, the daily maximum amount available to be drawn under each standby Letter of Credit shall be computed and multiplied by the Applicable Percentage Margin separately for each period during such quarter that such Applicable Percentage Margin was in effect. Notwithstanding anything to the contrary contained herein, during the continuance of an Event of Default under Sections 9.1(f) and (g), all Letter of Credit Fees shall accrue at the Default Rate, and during the continuance of an Event of Default other than an Event of Default under Sections 9.1(f) or (g), then upon the request of the Required Lenders, while any Event of Default exists, all Standby Letter of Credit Fees shall accrue at the Default Rate.

Standby Letter of Credit Fees. The Borrower Borrowers shall pay to the Administrative Agent for the account of each Lender Bank in accordance with its Revolving Commitment Percentage a Letter of Credit fee (the “Standby Letter of Credit Fee”) in Dollars for each standby Letter of Credit equal to the Applicable Percentage times the Dollar Equivalent of the daily amount available to be drawn under such Letter of Credit; provided, however, any Standby Letter of Credit Fees otherwise payable for the account of a Defaulting Lender Bank with respect to any Letter of Credit as to which such Defaulting Lender Bank has not provided Cash Collateral satisfactory to the Issuing Lender Bank pursuant to this Section 2.6 shall be payable, to the maximum extent permitted by applicable Law, to the other Lenders Banks in accordance with the upward adjustments in their respective Revolving Commitment Percentages allocable to such Letter of Credit pursuant to Section 3.18(a)(iv), with the balance of such fee, if any, payable to the Issuing Lender Bank for its own account. For purposes of computing the daily amount available to be drawn under any Letter of Credit, the amount of such Letter of Credit shall be determined in accordance with Section 1.4. Standby Letter of Credit Fees shall be (i) due and payable on the last Business Day of each March, June, September and December, commencing with the first such date to occur after the issuance of such Letter of Credit, on the Letter of Credit Expiration Date and thereafter on demand and (ii) computed on a quarterly basis in arrears. If there is any change in the Applicable Percentage during any quarter, the daily amount available to be drawn under each Letter of Credit shall be computed and multiplied by the Applicable Percentage separately for each period during such quarter that such Applicable Percentage was in effect. Notwithstanding anything to the contrary contained herein, upon the request of the Required LendersBanks, while any Event of Default exists, all Standby Letter of Credit Fees shall accrue at the Default Rate.

Standby Letter of Credit Fees. The Borrower shall pay to the Administrative Agent for the account of each Revolving Lender in accordance with its Revolving Commitment Percentage Proportionate Share a Letter of Credit fee (the “Standby Letter of Credit Fee”) in Dollars for each standby Letter of Credit equal to the Applicable Percentage times the daily amount available to be drawn under such Letter of Credit; provided, however, any Standby Letter of Credit Fees otherwise payable for the account of a Defaulting Lender with respect to any Letter of Credit as to which such Defaulting Lender has not provided Cash Collateral satisfactory to the Issuing Lender pursuant to this Section 2.6 shall be payable, to the maximum extent permitted by applicable Law, to the other Lenders in accordance with the upward adjustments in their respective Revolving Commitment Percentages allocable to such Letter of Credit pursuant to Section 3.18(a)(iv), with the balance of such feeFee Percentage (plus an additional 2% per annum, if any, payable to an Event of Default has occurred and is continuing) on the Issuing Lender for its own account. For purposes of computing the daily amount available to be drawn under any Letter of Credit, the undrawn amount of such Letter of Credit (which amount shall be determined the Non-US Currency Equivalent in accordance with Section 1.4. Standby Letter the case of Credit Fees shall be (i) due and payable on the last Business Day of each March, June, September and December, commencing with the first such date to occur after the issuance of such Letter Non-US Currency Letters 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 prorated, if applicable, in the Applicable Percentage during any quarter, the daily amount available to be drawn under case of a renewal date or an expiry date of less than one year. Such fee for each standby Letter of Credit shall be computed due and multiplied payable after the issuance thereof, and any renewal or extension thereof (whether by amendment, automatic or otherwise). The fee is due and payable quarterly in arrears with each payment for the Applicable Percentage separately for each period during such preceding quarter that such Applicable Percentage was in effect. Notwithstanding anything to due on the contrary contained herein, upon the request first Business Day of the Required Lenderscalendar month immediately following such quarter, while any Event of Default exists, all Standby and is nonrefundable. Any increase or decrease in the standby Letter of Credit Fees fee resulting from a change in the Consolidated Leverage Ratio shall accrue at become effective as of the Default Ratefifth Business Day following the date a Compliance Certificate is required to be delivered pursuant to Section 5.01(a) or Section 5.02(d)(ii); provided, however, that if no Compliance Certificate is delivered within three days of when due in accordance with such Sections, then Tier 6 shall apply as of the date of the failure to deliver such Compliance Certificate until such time as the Borrower delivers a Compliance Certificate and thereafter the standby Letter of Credit fee shall be based on the Consolidated Leverage Ratio indicated on such Compliance Certificate until such time as the standby Letter of Credit fee is further adjusted as set forth in this subsection (i). Notwithstanding the foregoing, the standby Letter of Credit fee shall be determined for the first six months after the Effective Date based upon Tier 4 of the Revolving Loan Pricing Grid.