Common use of Letter of Credit Fees Clause in Contracts

Letter of Credit Fees. The Borrower agrees to pay (i) to the Administrative Agent for the account of each Lender, a participation fee with respect to its participations in Letters of Credit, which shall accrue at the same Applicable Margin used to determine the interest rate applicable to Eurodollar Loans on the average daily amount of such Lender’s LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the date of this Agreement to but excluding the later of the date on which such Lender’s Commitment terminates and the date on which such Lender ceases to have any LC Exposure; provided that, if an Event of Default has occurred and is continuing during such period, the Letter of Credit participation fee shall increase by 2% per annum over the then applicable rate, (ii) to the Issuing Bank a fronting fee, which shall accrue at the rate of one-half of one percent (0.50%) per annum on the average daily amount of the LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the date of this Agreement to but excluding the later of the date of termination of the Commitments and the date on which there ceases to be any LC Exposure; provided that in no event shall such fee be less than $500 during any quarter, and (iii) to the Issuing Bank, for its own account, its standard fees with respect to the issuance, amendment, renewal or extension of any Letter of Credit or processing of drawings thereunder. Participation fees and fronting fees accrued through and including the last day of March, June, September and December of each year shall be payable on the third Business Day following such last day, commencing on the first such date to occur after the date of this Agreement; provided that all such fees shall be payable on the Termination Date and any such fees accruing after the Termination Date shall be payable on demand. Any other fees payable to the Issuing Bank pursuant to this Section 3.05(b) shall be payable within ten days after demand. All participation fees and fronting fees shall be computed on the basis of a year of 360 days, unless such computation would exceed the Highest Lawful Rate, in which case interest shall be computed on the basis of a year of 365 days (or 366 days in a leap year), and shall be payable for the actual number of days elapsed (including the first day but excluding the last day).

Letter of Credit Fees. The Each Borrower agrees agrees, severally and not jointly with the other Borrowers, to pay (i) to the Administrative Agent for the account of each Lender, Lender a participation fee with respect to its participations in Letters of CreditCredit issued for the account of such Borrower (the “LC Participation Fee”), which shall accrue at the same Applicable Margin used to determine the interest rate applicable to Eurodollar Loans Fee Rate on the average daily amount of that portion of such Lender’s LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) attributable to Letters of Credit issued for the account of such Borrower during the period from and including the date Closing Date (or, in the case of this Agreement each Illinois Utility, its Accession Date) to but excluding the later of the date on which such Lender’s Commitment terminates and the date on which such Lender ceases to have any LC Exposure; provided that, if an Event of Default has occurred and is continuing during such period, the Letter of Credit participation fee shall increase by 2% per annum over the then applicable rate, (ii) to the each Issuing Bank a fronting fee, which shall accrue at the rate of one-half of one percent (0.50%) or rates per annum separately agreed upon between such Borrower and such Issuing Bank on the average daily amount of the LC Exposure attributable to Letters of Credit issued by such Issuing Bank for the account of such Borrower (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the date Closing Date (or, in the case of this Agreement an Illinois Utility, its Accession Date) to but excluding the later of the date of termination of the Commitments such Issuing Bank’s LC Commitment and the date on which there ceases to be any LC Exposure; provided that in no event shall Exposure attributable to Letters of Credit issued by such fee be less than $500 during any quarter, and (iii) to the Issuing Bank, for its own account, its as well as each Issuing Bank’s standard fees with respect to the issuance, amendment, renewal or extension of any Letter of Credit issued by such Issuing Bank for the account of such Borrower or processing of drawings thereunder. LC Participation fees Fees and fronting fees accrued through and including the last day of March, June, September and December of each year shall be payable on the third Business Day following such last day, commencing on the first such date to occur after the date of this AgreementClosing Date; provided that all such fees accrued for the account of any Borrower shall be payable on the Availability Termination Date for such Borrower and any such fees accruing after the Availability Termination Date for such Borrower shall be payable on demand. Any other fees payable to the an Issuing Bank pursuant to this Section 3.05(b) paragraph shall be payable within ten days after demand. All participation fees and fronting fees shall be computed on the basis promptly upon receipt of a year of 360 days, unless such computation would exceed the Highest Lawful Rate, in which case interest shall be computed on the basis of a year of 365 days (or 366 days in a leap year), and shall be payable for the actual number of days elapsed (including the first day but excluding the last day)an invoice therefor.

Letter of Credit Fees. The Borrower agrees to pay (i) to the Administrative Agent for the account of each Lender, Lender (subject to Section 4.04(b)(iii)) a participation fee with respect to its participations in Letters of Credit, which shall accrue at the same Applicable Margin used to determine the interest rate applicable to Eurodollar Loans on the average daily amount of such Lender’s LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the date of this Agreement to but excluding the later of the date on which such Lender’s Commitment terminates and the date on which such Lender ceases to have any LC Exposure; provided that, if an Event of Default has occurred and is continuing during such period, the Letter of Credit participation fee shall increase by 2% per annum over the then applicable rate, (ii) to the each Issuing Bank a fronting fee, which shall accrue at the rate of one-half of one percent (0.50%) 0.25% per annum on the average daily amount of the such Issuing Bank’s LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the date of this Agreement Effective Date to but excluding the later of the date of termination of the Commitments and the date on which there ceases to be any LC Exposure; provided that in no event shall such fee be less than $500 during any quarter, quarter and (iii) to the each Issuing Bank, for its own account, its standard fees with respect to the issuance, amendment, renewal or extension of any Letter of Credit issued by such Issuing Bank or processing of drawings thereunder. Participation fees and fronting fees accrued through and including the last day of March, June, September and December of each year shall be payable on the third Business Day following such last day, commencing on the first such date to occur after the date of this Agreement; provided that all such fees shall be payable on the Termination Date and any such fees accruing after the Termination Date shall be payable on demand. During the continuation of an Event of Default, if the Majority Lenders (or the Administrative Agent at the direction of the Majority Lenders) have elected to charge the default rate on the then outstanding Loans pursuant to Section 3.02(c), the fees payable pursuant to this Section 3.05(b) shall increase by 2.00% per annum over the then applicable rate (with such increase to be retroactive to the date of the applicable Event of Default). Any other fees payable to the an Issuing Bank pursuant to this Section 3.05(b) shall be payable within ten 10 days after demand. All participation fees and fronting fees shall be computed on the basis of a year of 360 days, unless such computation would exceed the Highest Lawful Rate, in which case interest such fees shall be computed on the basis of a year of 365 days (or 366 days in a leap year), and shall be payable for the actual number of days elapsed (including the first day but excluding the last day).

Letter of Credit Fees. The Borrower agrees to pay (i) to the Administrative Agent for the account of each Lender, Lender a participation fee with respect to its participations in Letters of Credit, which shall accrue at the same Applicable Margin used to determine the interest rate applicable to Eurodollar Loans on the average daily amount of such Lender’s LC Exposure (excluding any portion thereof attributable to unreimbursed LC DisbursementsDisbursements and including the US Dollar Equivalent of the face amount of the outstanding Offshore Currency Letter of Credit) during the period from and including the date of this Agreement to but excluding the later of the date on which such Lender’s Revolving Commitment terminates and the date on which such Lender ceases to have any LC Exposure; provided that, if an Event of Default has occurred and is continuing during such period, the Letter of Credit participation fee shall increase by 2% per annum over the then applicable rate, (ii) to the Issuing Bank a fronting fee, which shall accrue at the rate of one-half of one percent (0.50%) 0.125% per annum on the average daily amount of the LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the date of this Agreement to but excluding the later of the date of termination of the Aggregate Revolving Commitments and the date on which there ceases to be any LC Exposure; provided that in no event shall such fee be less than $500 during any quarter, Exposure and (iii) to the Issuing Bank, for its own account, its standard fees with respect to the issuance, amendment, renewal or extension of any Letter of Credit or processing of drawings thereunder. Participation fees and fronting fees accrued through and including the last day of March, June, September and December of each year shall be payable on the third Business Day following such last day, commencing on the first such date to occur after the date of this Agreement; provided that all such fees shall be payable on the Termination Revolving Credit Maturity Date and any such fees accruing after the Termination Revolving Credit Maturity Date shall be payable on demand. Any other fees payable to the Issuing Bank pursuant to this Section 3.05(b3.05(a) shall be payable within ten 10 days after demand. All participation fees and fronting fees shall be computed on the basis of a year of 360 days, unless such computation would exceed the Highest Lawful Rate, in which case interest shall be computed on the basis of a year of 365 days (or 366 days in a leap year), and shall be payable for the actual number of days elapsed (including the first day but excluding the last day).

Letter of Credit Fees. The In consideration of LC Issuer’s issuance of any Letter of Credit, the Borrower agrees to pay to the Administrative Agent, for the account of all Lenders in accordance with their respective Applicable Percentages, a Letter of Credit fee (ithe “Letter of Credit Fee”) equal to the Applicable Rate for Eurodollar Loans then in effect (or the Default Rate during the Default Rate Period) applicable each day times the face amount of such Letter of Credit; provided, however, any Letter of Credit Fees otherwise payable for the account of a Defaulting Lender with respect to any Letter of Credit as to which such Defaulting Lender has not provided Cash Collateral satisfactory to the LC Issuer pursuant to Section 2.07 shall be payable, to the maximum extent permitted by applicable Law, to the other Lenders in accordance with the upward adjustments in their respective Applicable Percentages allocable to such Letter of Credit pursuant to Section 2.20(a)(iv), with the balance of such fee, if any, payable to the LC Issuer for its own account. Such fee will be calculated on the face amount of each Letter of Credit outstanding on each day at the above applicable rates and will be payable in arrears on the last day of each Fiscal Quarter. In addition, the Borrower will pay a minimum administrative issuance fee with respect to each Letter of Credit at the rate per annum specified in the LC Issuer’s Fee Letter and such other fees and charges customarily charged by the LC Issuer in respect of any issuance, amendment or negotiation of any Letter of Credit in accordance with the LC Issuer’s published schedule of such charges effective as of the date of such amendment or negotiation; such fees will be payable to the Administrative Agent for the account of each Lender, a participation fee with respect to its participations in Letters of Credit, which shall accrue at the same Applicable Margin used to determine the interest rate applicable to Eurodollar Loans on the average daily amount of such Lender’s LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the date of this Agreement to but excluding the later of the date on which such Lender’s Commitment terminates and the date on which such Lender ceases to have any LC Exposure; provided that, if an Event of Default has occurred and is continuing during such period, the Letter of Credit participation fee shall increase by 2% per annum over the then applicable rate, (ii) to the Issuing Bank a fronting fee, which shall accrue at the rate of one-half of one percent (0.50%) per annum on the average daily amount of the LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the date of this Agreement to but excluding the later of the date of termination of the Commitments and the date Issuer in arrears on which there ceases to be any LC Exposure; provided that in no event shall such fee be less than $500 during any quarter, and (iii) to the Issuing Bank, for its own account, its standard fees with respect to the issuance, amendment, renewal or extension of any Letter of Credit or processing of drawings thereunder. Participation fees and fronting fees accrued through and including the last day of March, June, September and December of each year shall be payable on the third Business Day following such last day, commencing on the first such date to occur after the date of this Agreement; provided that all such fees shall be payable on the Termination Date and any such fees accruing after the Termination Date shall be payable on demand. Any other fees payable to the Issuing Bank pursuant to this Section 3.05(b) shall be payable within ten days after demand. All participation fees and fronting fees shall be computed on the basis of a year of 360 days, unless such computation would exceed the Highest Lawful Rate, in which case interest shall be computed on the basis of a year of 365 days (or 366 days in a leap year), and shall be payable for the actual number of days elapsed (including the first day but excluding the last day)Fiscal Quarter.

Letter of Credit Fees. The Borrower agrees to shall pay (i) to the Administrative Agent for the account of each Lender, Lender a participation fee with respect to its participations in Letters of Credit, which shall accrue at the same Applicable Margin used to determine the interest rate applicable to for Eurodollar Loans on the average daily amount of such Lender’s LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the date of this Agreement to but excluding the later of the date on which such Lender’s Commitment terminates and the date on which such Lender ceases to have any LC Exposure; provided that, if an Event of Default has occurred and is continuing during such period, the Letter of Credit participation fee shall increase by 2% per annum over the then applicable rate, (ii) to the Issuing Bank Bank, for its own account, a fronting fee, which shall accrue at the rate of one-half of one percent (0.50%) 0.125% per annum on the average daily amount of the LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the date of this Agreement to but excluding the later of the date of termination of the Commitments and the date on which there ceases to be any LC Exposure; , provided that in no event shall such fee be less than $500 during any quarteryear, and (iii) to the Issuing Bank, for its own account, its standard and customary fees with respect to the issuance, amendment, renewal or extension of any Letter of Credit or processing of drawings thereunder. Participation fees and fronting fees accrued through and including the last day of March, June, September and December of each year shall will be payable on the third Business Day following such last day, commencing on the first such date to occur after the date of this Agreement; provided that all such fees shall will be payable on the Termination Date and any such fees accruing after the Termination Date shall will be payable on demand. Any other fees payable to the Issuing Bank pursuant to this Section 3.05(b) shall will be payable within ten 10 days after demand. All participation fees and fronting fees shall will be computed on the basis of a year of 360 days, unless such computation would exceed the Highest Lawful Rate, in which case interest shall be computed on the basis of a year of 365 days (or 366 days in a leap year), and shall will be payable for the actual number of days elapsed (including the first day but excluding the last day).

Letter of Credit Fees. The Borrower agrees to pay (i) to the Administrative Agent for the account of each LenderIssuing Bank, a participation fee with respect (the “LC Fee”), equal to its participations in Letters the product of Credit, which shall accrue at (x) the same Applicable Margin used to determine the interest rate applicable to Eurodollar Loans on multiplied by (y) the average daily amount of such Lenderthe Issuing Bank’s LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the date of this Agreement to but excluding the later of the date on which such Lender’s of termination of the LC Commitment terminates and the date on of which such Lender ceases there cease to have be any LC Exposure; provided that, if an Event of Default has occurred and is continuing during such period, the Letter of Credit participation fee shall increase by 2% per annum over the then applicable rate, (ii) to the Issuing Bank Bank, for its own account, a fronting fee, which shall accrue at the rate of one-half of one percent (0.50%) 0.25% per annum annum, on the average daily amount of the LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the date of this Agreement to but excluding the later of the date of termination of the Commitments LC Commitment and the date on which there ceases to be any LC Exposure; , provided that in no event shall such fee be less than $500 during any quarter, and (iii) to the Issuing Bank, for its own account, its standard fees with respect to the issuance, amendment, renewal or extension of any Letter of Credit or processing of drawings thereunder. Participation fees The LC Fees and fronting fees accrued through and including the last day of March, June, September and December of each year shall be payable on the third Business Day following such last day, commencing on the first such date to occur after the date of this Agreement; provided that all such fees shall be payable on the Termination Date termination date and any such fees accruing after the Termination Date termination date shall be payable on demand. Any other fees payable to the Issuing Bank pursuant to this Section 3.05(b) shall be payable within ten (10) days after demand. All participation fees and fronting fees shall be computed on the basis of a year of 360 days, unless such computation would exceed the Highest Lawful Rate, in which case interest shall be computed on the basis of a year of 365 days (or 366 days in a leap year), and shall be payable for the actual number of days elapsed (including the first day but excluding the last day).

Letter of Credit Fees. The Borrower agrees to pay (i) to the Administrative Agent for the account of each Lender, Lender a participation fee with respect to its participations in Letters of Credit, which shall accrue at the same Applicable Margin used to determine the interest rate applicable to Eurodollar Loans on the average daily amount of such Lender’s LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the date of this Agreement to but excluding the later of the date on which such Lender’s Commitment terminates and the date on which such Lender ceases to have any LC Exposure; provided that, if Exposure (during the continuation of an Event of Default has occurred and is continuing during Default, upon written notice to the Borrower of the election of Majority Lenders, such period, the Letter of Credit participation fee shall increase by 2% per annum over the then applicable rate), (ii) to the Issuing Bank a fronting fee, which shall accrue at the rate of one-half of one percent (0.50%) 0.25% per annum on the average daily amount of the LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the date of this Agreement to but excluding the later of the date of termination of the Commitments and the date on which there ceases to be any LC Exposure; provided that in no event shall such fee be less than $500 during any quarter, and (iii) to the Issuing Bank, for its own account, its standard fees with respect to the issuance, amendment, renewal or extension of any Letter of Credit or processing of drawings thereunder. Participation fees and fronting fees accrued through and including the last day of March, June, September and December of each year shall be payable on the third (3rd) Business Day following such last day, commencing on the first such date to occur after the date of this Agreement; provided that all such fees shall be payable on the Termination Date and any such fees accruing after the Termination Date shall be payable on demand. Any other fees payable to the Issuing Bank pursuant to this Section 3.05(b) shall be payable within ten (10) days after demand. All participation fees and fronting fees shall be computed on the basis of a year of 360 three hundred sixty (360) days, unless such computation would exceed the Highest Lawful Rate, in which case interest shall be computed on the basis of a year of 365 three hundred sixty-five (365) days (or 366 three hundred sixty-six (366) days in a leap year), and shall be payable for the actual number of days elapsed (including the first (1st) day but excluding the last day).

Letter of Credit Fees. The Borrower Company agrees to pay (i) to the Administrative Agent for the account of each Lender, Multicurrency Tranche Revolving Credit Lender a participation letter of credit fee with respect at a rate per annum equal to its participations in Letters of Credit, which shall accrue at the same Applicable Margin used to determine for Revolving Credit Loans that are LIBOR Loans times the interest rate applicable to Eurodollar Loans on the daily average daily amount Stated Amount of such Lender’s LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) during each Letter of Credit for the period from and including the date of this Agreement issuance of such Letter of Credit (x) to and including the date such Letter of Credit expires or is cancelled or (y) to but excluding the later of the date on which such Lender’s Commitment terminates and the date on which such Lender ceases to have any LC Exposure; provided that, if an Event of Default has occurred and is continuing during such period, the Letter of Credit participation is drawn in full. The fee provided for in the immediately preceding sentence shall increase by 2% per annum over be nonrefundable and payable in arrears (i) quarterly on the then applicable ratefirst day of each January, April, July and October, (ii) on the Revolving Credit Maturity Date, (iii) on the date the Multicurrency Tranche Revolving Credit Commitments are terminated or reduced to zero and (iv) thereafter from time to time on demand of the Administrative Agent. In addition to such fee, the applicable Borrower shall pay to the applicable Issuing Bank solely for its own account prior to the issuance of each Letter of Credit, a nonrefundable issuance or fronting feefee in respect of each Letter of Credit in an amount to be agreed between such Borrower and such Issuing Bank, which shall accrue at fee may be payable either as a percentage of the rate Stated Amount of one-half such Letter of one percent (0.50%) Credit or as a per annum rate on the daily average daily amount Stated Amount of the LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) during such Letter of Credit for the period from and including the date of this Agreement issuance of such Letter of Credit (1) to and including the date such Letter of Credit expires or is cancelled or (2) to but excluding the later date such Letter of Credit is drawn in full. The Company shall pay directly to such Issuing Bank from time to time on demand all commissions, charges, costs and expenses in the date of termination of the Commitments and the date on which there ceases amounts customarily charged by such Issuing Bank from time to be any LC Exposure; provided that time in no event shall such fee be less than $500 during any quarter, and (iii) to the Issuing Bank, for its own account, its standard fees like circumstances with respect to the issuance, amendment, renewal or extension issuance of any each Letter of Credit or processing of drawings thereunder. Participation fees and fronting fees accrued through and including the last day of MarchCredit, June, September and December of each year shall be payable on the third Business Day following such last day, commencing on the first such date to occur after the date of this Agreement; provided that all such fees shall be payable on the Termination Date and any such fees accruing after the Termination Date shall be payable on demand. Any drawings, amendments, renewals, extensions or other fees payable to the Issuing Bank pursuant to this Section 3.05(b) shall be payable within ten days after demand. All participation fees and fronting fees shall be computed on the basis of a year of 360 days, unless such computation would exceed the Highest Lawful Rate, in which case interest shall be computed on the basis of a year of 365 days (or 366 days in a leap year), and shall be payable for the actual number of days elapsed (including the first day but excluding the last day)transactions relating thereto.

Letter of Credit Fees. The Borrower agrees to pay (i) to the Administrative Agent for the account of each Lender, Lender (other than a Defaulting Lender to the extent set forth in Section 2.10) a participation fee with respect to its participations in Letters of Credit, which shall accrue at the same Applicable Margin used to determine the interest rate applicable to Eurodollar Loans on the average daily amount of such Lender’s LC Exposure (excluding any portion thereof attributable to unreimbursed LC DisbursementsDisbursements which has been funded by such Lender) during the period from and including the date of this Agreement Effective Date to but excluding the later of the date on which such Lender’s Commitment terminates and the date on which such Lender ceases to have any LC Exposure; provided that, if an Event of Default has occurred and is continuing during such period, the Letter of Credit participation fee shall increase by 2% per annum over the then applicable rate, (ii) to the each Issuing Bank a fronting fee, which shall accrue at the rate of one-half of one percent (0.50%) per annum agreed to with such Issuing Bank on the average daily amount of that portion of the LC Exposure attributable to such Issuing Bank (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the date of this Agreement Effective Date to but excluding the later of the date of termination of the Commitments and the date on which there ceases to be any LC Exposure; Exposure attributable to such Issuing Bank, provided that in no event shall such (x) if the expiration date of the Letter of Credit is less than one year after its date of issuance and the aggregate fronting fee otherwise payable through its expiration would be less than $C$500, then the Borrower shall pay to such Issuing Bank C$500 during upon the issuance of such Letter of Credit in lieu of the fronting fee otherwise payable and (y) no fronting fee shall be payable with respect to any quarterGrandfathered Letters of Credit on the Effective Date or thereafter, until and unless such Grandfathered Letter of Credit is extended, renewed or reissued hereunder, and (iii) to the each Issuing Bank, for its own account, its standard fees with respect to the issuance, amendment, renewal or extension of any Letter of Credit or processing of drawings thereunder. Participation fees and fronting fees accrued through and including the last day of March, June, September and December of each year shall be payable in arrears on the third Business Day following such last day, commencing on the first such date to occur after the date of this AgreementEffective Date; provided that all such fees shall be payable on the Termination Date and any such fees accruing after the Termination Date shall be payable on demand. Any other fees payable to the an Issuing Bank pursuant to this Section 3.05(b) shall be payable within ten 10 days after demand. All participation fees and fronting fees shall be computed on the basis of a year of 360 days, unless such computation would exceed the Highest Lawful Rate, in which case interest shall be computed on the basis of a year of 365 days (or 366 days in a leap year), and shall be payable for the actual number of days elapsed (including the first day but excluding the last day).

Letter of Credit Fees. The Borrower agrees to pay (i) to the Administrative Agent for the account of each Lender, Lender a participation fee with respect to its participations in Letters of Credit, which shall accrue at the same Applicable Margin used to determine the interest rate applicable to Eurodollar Loans on the average daily amount of such Lender’s LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the date of this Agreement to but excluding the later of the date on which such Lender’s Commitment terminates and the date on which such Lender ceases to have any LC Exposure; provided that, if an Event of Default has occurred and is continuing during such period, the Letter of Credit participation fee shall increase by 2% per annum over the then applicable rate, (ii) to the each applicable Issuing Bank a fronting fee, which shall accrue at the rate equal to the greater of one-half of one percent (0.50%A) $750 and (B) 0.25% per annum (or such other rate as may be agreed to with such Issuing Bank) on the average daily amount of the LC Exposure attributable to such Issuing Bank (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the date of this Agreement to but excluding the later of the date of termination of the Commitments and the date on which there ceases to be any LC Exposure; provided that in no event shall such fee be less than $500 750.00 during any quarter, quarter unless no LC Exposure existed at any time during such quarter and (iii) to the each Issuing Bank, for its own account, its standard fees with respect to the issuance, amendment, renewal or extension of any Letter of Credit or processing of drawings thereunder. Participation fees and fronting fees accrued through and including the last day Business Day of March, June, September and December of each year shall be payable on the third Business Day following such last dayBusiness Day, commencing on the first such date to occur after the date of this Agreement; provided that all such fees shall be payable on the Termination Date and any such fees accruing after the Termination Date shall be payable on demand. Any other fees payable to the any Issuing Bank pursuant to this Section 3.05(b) shall be payable within ten 10 days after demand. All participation fees and fronting fees shall be computed on the basis of a year of 360 days, unless such computation would exceed the Highest Lawful Rate, in which case interest shall be computed on the basis of a year of 365 days (or 366 days in a leap year), and shall be payable for the actual number of days elapsed (including the first day but excluding the last day).

Letter of Credit Fees. The Borrower Each Borrower, as applicable, agrees to pay (i) to the U.S. Administrative Agent with respect to the U.S. Facility and the Canadian Administrative Agent with respect to the Canadian Facility, for the pro rata account of each LenderRevolving Loan Lender that has a Percentage greater than zero in respect of the applicable Revolving Loan Commitment Amount under such Facility, a participation Letter of Credit fee with respect in an amount per annum equal to its participations in Letters the then effective Applicable Margin for Revolving Loans maintained as Eurodollar Loans, multiplied by the Stated Amount of each such Letter of Credit, which shall accrue at the same Applicable Margin used to determine the interest rate applicable to Eurodollar Loans such fees being payable quarterly in arrears on the average daily amount of such Lender’s LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including each Quarterly Payment Date following the date of issuance of each Letter of Credit applicable to such Revolving Loan Commitment Amount and on the applicable Revolving Loan Commitment Termination Date. Each Borrower further agrees to pay to the applicable Issuer under such Facility (subject to the proviso to this Agreement to but excluding the later of sentence) quarterly in arrears on each Quarterly Payment Date following the date of each issuance and extension of each Letter of Credit issued or extended by such Issuer and on which the applicable Revolving Loan Commitment Termination Date, a facing fee in an amount equal to 1/8 of 1% per annum on the Stated Amount of such Lender’s Commitment terminates and the date on which such Lender ceases to have any LC ExposureLetter of Credit; provided that, if an Event of Default has occurred and is continuing during such period, on the date any Letter of Credit participation is issued and on each anniversary thereof the facing fee shall increase by 2% per annum which would accrue with respect to such Letter of Credit over the then applicable rate, succeeding 365 days (iiassuming such Letter of Credit would remain undrawn until its Stated Expiry Date) to the Issuing Bank a fronting fee, which shall accrue at the rate of one-half of one percent (0.50%) per annum on the average daily amount of the LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the date of this Agreement to but excluding the later of the date of termination of the Commitments and the date on which there ceases to be any LC Exposure; provided that in no event shall such fee would be less than $500 during any quarter, and (iii) to the Issuing Bank, for its own account, its standard fees or Cdn$500 with respect to the issuanceany Canadian Letters of Credit denominated in Canadian Dollars), amendment, renewal such Borrower shall pay such Issuer a facing fee of $500 (or extension Cdn$500 with respect to any Canadian Letters of any Credit denominated in Canadian Dollars) with respect to such Letter of Credit or processing of drawings thereunder. Participation fees and fronting fees accrued through and including the last day of March, June, September and December of each year shall be payable in advance on the third Business Day following such last day, commencing on the first such date to occur after the date of this Agreement; provided that all such fees shall be payable on the Termination Date and any such fees accruing after the Termination Date shall be payable on demandissuance or anniversary. Any other fees payable In addition to the Issuing Bank pursuant to fees described in the preceding two sentences of this Section 3.05(b) shall be payable within ten days after demand. All participation 3.3.3, each Borrower agrees to pay to each Issuer under its respective Facility its customary processing fees for issuing, modifying and fronting fees shall be computed on the basis making payment under each Letter of a year of 360 days, unless Credit issued by such computation would exceed the Highest Lawful Rate, in which case interest shall be computed on the basis of a year of 365 days (or 366 days in a leap year), and shall be payable for the actual number of days elapsed (including the first day but excluding the last day)Issuer to such Borrower.

Letter of Credit Fees. The Borrower agrees to pay (i) to the Administrative Agent for the account of each Lender, Lender a participation fee with respect to its participations in Letters of CreditCredit (the "LC Participation Fee"), which shall accrue at the same Applicable Margin used to determine the interest rate applicable to Eurodollar Loans Fee Rate on the average daily amount of such Lender’s 's LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the date of this Agreement Closing Date to but excluding the later of the date on which such Lender’s 's Commitment terminates and the date on which such Lender ceases to have any LC Exposure; provided that, if an Event of Default has occurred and is continuing during such period, the Letter of Credit participation fee shall increase by 2% per annum over the then applicable rate, (ii) to the each Issuing Bank a fronting fee, which shall accrue at the rate of one-half of one percent (0.50%) or rates per annum separately agreed upon between the Borrower and such Issuing Bank on the average daily amount of the LC Exposure attributable to Letters of Credit issued by such Issuing Bank (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the date of this Agreement Closing Date to but excluding the later of the date of termination of the Commitments and the date on which there ceases to be any LC Exposure; provided that in no event shall such fee be less than $500 during any quarter, and (iii) to the as well as each Issuing Bank, for its own account, its 's standard fees with respect to the issuance, amendment, renewal or extension of any Letter of Credit or processing of drawings thereunder. LC Participation fees Fees and fronting fees accrued through and including the last day of March, June, September and December of each year shall be payable on the third Business Day following such last day, commencing on the first such date to occur after the date of this AgreementClosing Date; provided that all such fees shall be payable on the Facility Termination Date and any such fees accruing after the Termination Date date on which the Commitments terminate shall be payable on demand. Any other fees payable to the an Issuing Bank pursuant to this Section 3.05(b) paragraph shall be payable within ten days after demand. All participation fees and fronting fees shall be computed on the basis promptly upon receipt of a year of 360 days, unless such computation would exceed the Highest Lawful Rate, in which case interest shall be computed on the basis of a year of 365 days (or 366 days in a leap year), and shall be payable for the actual number of days elapsed (including the first day but excluding the last day)an invoice therefor.

Letter of Credit Fees. The Borrower agrees to pay (i) to the Administrative Agent for the account of each Lender, Lender a participation fee with respect to its participations in Letters of Credit, which shall accrue at the same Applicable Margin used to determine the interest rate applicable to Eurodollar Loans on the average daily amount of such Lender’s 's LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the date of this Agreement to but excluding the later of the date on which such Lender’s 's Commitment terminates and the date on which such Lender ceases to have any LC Exposure; provided that, if an Event of Default has occurred and is continuing during such period, the Letter of Credit participation fee shall increase by 2% per annum over the then applicable rate, (ii) to the each Issuing Bank a fronting fee, which shall accrue at the rate of one-half of one percent (0.50%) 0.125% per annum on the average daily amount of that portion of the LC Exposure attributable to such Issuing Bank (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the date of this Agreement to but excluding the later of the date of termination of the Commitments and the date on which there ceases to be any LC Exposure; Exposure attributable to such Issuing Bank, provided that in no event shall such fee be less than $500 125 during any quarter, and (iii) to the each Issuing Bank, for its own account, its standard fees with respect to the issuance, amendment, renewal or extension of any Letter of Credit or processing of drawings thereunder. Participation fees and fronting fees accrued through and including the last day of March, June, September and December of each year year, shall be payable on the third Business Day following such last day, commencing on the first such date to occur after the date of this Agreement; provided that all such fees shall be payable on the Termination Date and any such fees accruing after the Termination Date shall be payable on demand. Any other fees payable to the an Issuing Bank pursuant to this Section 3.05(b) shall be payable within ten 10 days after demand. All participation fees and fronting fees shall be computed on the basis of a year of 360 days, unless such computation would exceed the Highest Lawful Rate, in which case interest shall be computed on the basis of a year of 365 days (or 366 days in a leap year), and shall be payable for the actual number of days elapsed (including the first day but excluding the last day).

Letter of Credit Fees. The (a) Borrower agrees to shall pay (ix) to the Administrative Agent Agent, for the account ratable benefit of Lenders, fees for each Lender, a participation fee with respect to its participations in Letters Letter of Credit, which shall accrue at the same Applicable Margin used to determine the interest rate applicable to Eurodollar Loans on the average daily amount of such Lender’s LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) during Credit for the period from and excluding the date of issuance of same to and including the date of this Agreement expiration or termination, equal to but excluding the later average daily face amount of the date on which such Lender’s Commitment terminates and the date on which such Lender ceases to have any LC Exposure; provided that, if an Event of Default has occurred and is continuing during such period, the each outstanding Letter of Credit participation fee shall increase multiplied by 2% a per annum over percentage equal to the then applicable rateApplicable Margin for Eurodollar Rate Loans, (ii) to the Issuing Bank a fronting fee, which shall accrue at the rate of one-half of one percent (0.50%) per annum on the average daily amount of the LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the date of this Agreement to but excluding the later of the date of termination of the Commitments and the date on which there ceases such fees to be any LC Exposure; provided that in no event shall such fee be less than $500 during any quarter, and (iii) to the Issuing Bank, for its own account, its standard fees with respect to the issuance, amendment, renewal or extension of any Letter of Credit or processing of drawings thereunder. Participation fees and fronting fees accrued through and including the last day of March, June, September and December of each year shall be payable on the third Business Day following such last day, commencing on the first such date to occur after the date of this Agreement; provided that all such fees shall be payable on the Termination Date and any such fees accruing after the Termination Date shall be payable on demand. Any other fees payable to the Issuing Bank pursuant to this Section 3.05(b) shall be payable within ten days after demand. All participation fees and fronting fees shall be computed calculated on the basis of a 360-day year of 360 days, unless such computation would exceed the Highest Lawful Rate, in which case interest shall be computed on the basis of a year of 365 days (or 366 days in a leap year), and shall be payable for the actual number of days elapsed (including and to be payable quarterly in arrears on the first day but excluding of each quarter and on the last dayday of the Term, and (y) to the Issuer, a fronting fee of one quarter of one percent (0.25%) per annum, together with any and all administrative, issuance, amendment, payment and negotiation charges with respect to Letters of Credit and all fees and expenses as agreed upon by the Issuer and the Borrower in connection with any Letter of Credit, including in connection with the opening, amendment or renewal of any such Letter of Credit and any acceptances created thereunder and shall reimburse Agent for any and all fees and expenses, if any, paid by Agent to the Issuer (all of the foregoing fees, the “Letter of Credit Fees”). All such charges shall be deemed earned in full on the date when the same are due and payable hereunder and shall not be subject to rebate or pro-ration upon the termination of this Agreement for any reason. Any such charge in effect at the time of a particular transaction shall be the charge for that transaction, notwithstanding any subsequent change in the Issuer’s prevailing charges for that type of transaction. All Letter of Credit Fees payable hereunder shall be deemed earned in full on the date when the same are due and payable hereunder and shall not be subject to rebate or pro-ration upon the termination of this Agreement for any reason. Upon and after the occurrence of an Event of Default, and during the continuation thereof, at the option of Agent or at the direction of Required Lenders, the Letter of Credit Fees described in clause (x) of this Section 3.2(a) shall be increased by an additional two percent (2%) per annum. On demand, Borrower will cause cash to be deposited and maintained in an account with Agent, as cash collateral, in an amount equal to one hundred and five percent (105%) of the Maximum Undrawn Amount of all outstanding Letters of Credit, and Borrower hereby irrevocably authorizes Agent, in its discretion, on Borrower’s behalf and in Borrower's name, to open such an account and to make and maintain deposits therein, or in an account opened by Borrower, in the amounts required to be made by Borrower, out of the proceeds of Receivables or other Collateral or out of any other funds of Borrower coming into any Lender’s possession at any time. Agent will invest such cash collateral (less applicable reserves) in such short-term money-market items as to which Agent and Borrower mutually agree and the net return on such investments shall be credited to such account and constitute additional cash collateral. Borrower may not withdraw amounts credited to any such account except upon the occurrence of all of the following: (x) payment and performance in full of all Obligations, (y) the expiration of all Letters of Credit and (z) the termination of this Agreement.

Letter of Credit Fees. The Borrower agrees to pay (i) to the Administrative Agent for the account of each Lender, Lender a participation fee with respect to its participations in Letters of Credit, which shall accrue at the same Applicable Margin used to determine the interest rate applicable to Eurodollar Term Benchmark Loans on the average daily amount of such Lender’s LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the date of this Agreement to but excluding the later of the date on which such Lender’s Commitment terminates and the date on which such Lender ceases to have any LC Exposure; provided that, if an Event of Default has occurred and is continuing during such period, the Letter of Credit participation fee shall increase by 2% per annum over the then applicable rate, (ii) to the each applicable Issuing Bank a fronting fee, which shall accrue at the rate equal to the greater of one-half of one percent (0.50%A) $750 and (B) 0.25% per annum (or such other rate as may be agreed to with such Issuing Bank) on the average daily amount of the LC Exposure attributable to such Issuing Bank (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the date of this Agreement to but excluding the later of the date of termination of the Commitments and the date on which there ceases to be any LC Exposure; provided that in no event shall such fee be less than $500 750.00 during any quarter, quarter unless no LC Exposure existed at any time during such quarter and (iii) to the each Issuing Bank, for its own account, its standard fees with respect to the issuance, amendment, renewal or extension of any Letter of Credit or processing of drawings thereunder. Participation fees and fronting fees accrued through and including the last day Business Day of March, June, September and December of each year shall be payable on the third Business Day following such last dayBusiness Day, commencing on the first such date to occur after the date of this Agreement; provided that all such fees shall be payable on the Termination Date and any such fees accruing after the Termination Date shall be payable on demand. Any other fees payable to the any Issuing Bank pursuant to this Section 3.05(b) shall be payable within ten 10 days after demand. All participation fees and fronting fees shall be computed on the basis of a year of 360 days, unless such computation would exceed the Highest Lawful Rate, in which case interest shall be computed on the basis of a year of 365 days (or 366 days in a leap year), and shall be payable for the actual number of days elapsed (including the first day but excluding the last day).

Letter of Credit Fees. The Borrower agrees to pay (i) to the Administrative Agent for the account of each Lender, Lender a participation fee with respect to its participations in Letters of Credit, which shall accrue at the same Applicable Margin used to determine the interest rate applicable to Eurodollar Loans on the average daily amount of such Lender’s LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the date of this Agreement Effective Date to but excluding the later of the date on which such Lender’s Commitment terminates and the date on which such Lender ceases to have any LC Exposure; provided that, if an Event of Default has occurred and is continuing during such period, the Letter of Credit participation fee shall increase by 2% per annum over the then applicable rate, (ii) to the each Issuing Bank a fronting fee, which shall accrue at the rate of one-half of one percent (0.50%) .125% per annum on the average daily amount of the LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) applicable to such Issuing Bank during the period from and including the date of this Agreement Effective Date to but excluding the later of the date of termination of the Commitments and the date on which there ceases to be any LC Exposure; provided that in no event shall , as well as such fee be less than $500 during any quarter, and (iii) to the Issuing Bank, for its own account, its ’s standard fees with respect to the issuance, amendment, renewal or extension of any Letter of Credit or processing of drawings thereunder. Participation fees and fronting fees accrued through and including the last day of March, June, September and December of each year shall be payable on the third (3) Business Day following such last day, commencing on the first such date to occur after the date of this AgreementEffective Date; provided that all such fees shall be payable on the Termination Date date on which the Commitments terminate and any such fees accruing after the Termination Date date on which the Commitments terminate shall be payable on demand. Any other fees payable to the an Issuing Bank pursuant to this Section 3.05(b) paragraph shall be payable within ten (10) days after demand. All participation fees and fronting fees shall be computed on the basis of a year of 360 days, unless such computation would exceed the Highest Lawful Rate, in which case interest shall be computed on the basis of a year of 365 days (or 366 days in a leap year), and shall be payable for the actual number of days elapsed (including the first day but excluding the last day).

Letter of Credit Fees. The Borrower agrees to pay (i) to the Administrative Agent for the account of each Lender, Lender (subject to Section 4.04(c)(iii)) a participation fee with respect to its participations in Letters of Credit, which shall accrue at the same Applicable Margin used to determine the interest rate applicable to Eurodollar Loans on the average daily amount of such Lender’s LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the date of this Agreement to but excluding the later of the date on which such Lender’s Commitment terminates and the date on which such Lender ceases to have any LC Exposure; provided that, if an Event of Default has occurred and is continuing during such period, the Letter of Credit participation fee shall increase by 2% per annum over the then applicable rate, (ii) to the each Issuing Bank a fronting fee, which shall accrue at the rate of one-half of one percent (0.50%) 0.25% per annum on the average daily amount of the such Issuing Bank’s LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the date of this Agreement Effective Date to but excluding the later of the date of termination of the Commitments and the date on which there ceases to be any LC Exposure; provided that in no event shall such fee be less than $500 during any quarter, quarter and (iii) to the each Issuing Bank, for its own account, its standard fees with respect to the issuance, amendment, renewal or extension of any Letter of Credit issued by such Issuing Bank or processing of drawings thereunder. Participation fees and fronting fees accrued through and including the last day of March, June, September and December of each year shall be payable on the third Business Day following such last day, commencing on the first such date to occur after the date of this Agreement; provided that all such fees shall be payable on the Termination Date and any such fees accruing after the Termination Date shall be payable on demand. Any other fees payable to the an Issuing Bank pursuant to this Section 3.05(b) shall be payable within ten 10 days after demand. All participation fees and fronting fees shall be computed on the basis of a year of 360 days, unless such computation would exceed the Highest Lawful Rate, in which case interest such fees shall be computed on the basis of a year of 365 days (or 366 days in a leap year), and shall be payable for the actual number of days elapsed (including the first day but excluding the last day).

Letter of Credit Fees. The Borrower agrees to pay (i) to the Administrative Agent for the account of each Lender, Lender a participation fee with respect to its participations in Letters of Credit, which shall accrue at the same Applicable Margin used to determine the interest rate applicable to Eurodollar Term SOFR Loans on the average daily amount of such Lender’s LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the date of this Agreement Closing Date to but excluding the later of the date on which such LenderXxxxxx’s Commitment terminates and the date on which such Lender ceases to have any LC Exposure; provided that, if an Event of Default has occurred and is continuing during such period, the Letter of Credit participation fee shall increase by 2% per annum over the then applicable rate, (ii) to the each applicable Issuing Bank a fronting fee, which shall accrue at the rate equal to the greater of one-half of one percent (0.50%A) $750 and (B) 0.125% per annum (or such other rate as may be agreed to with such Issuing Bank) on the average daily amount of the LC Exposure attributable to such Issuing Bank (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the date of this Agreement to but excluding the later of the date of termination of the Commitments and the date on which there ceases to be any LC Exposure; provided that in no event shall such fee be less than $500 750.00 during any quarter, quarter unless no LC Exposure existed at any time during such quarter and (iii) to the each Issuing Bank, for its own account, its standard fees with respect to the issuance, amendment, renewal or extension of any Letter of Credit or processing of drawings thereunder. Participation fees and fronting fees accrued through and including the last day Business Day of March, June, September and December of each year shall be payable on the third Business Day following such last dayBusiness Day, commencing on the first such date to occur after the date of this Agreement; provided that all such fees shall be payable on the Termination Date and any such fees accruing after the Termination Date shall be payable on demand. Any other fees payable to the any Issuing Bank pursuant to this Section 3.05(b) shall be payable within ten days 10 Business Days after demand. All participation fees and fronting fees shall be computed on the basis of a year of 360 days, unless such computation would exceed the Highest Lawful Rate, in which case interest shall be computed on the basis of a year of 365 days (or 366 days in a leap year), and shall be payable for the actual number of days elapsed (including the first day but excluding the last day).

Letter of Credit Fees. The Borrower agrees to pay (i) The Borrowers shall pay to the Administrative Agent for the account of the Issuing Lender only, and not the account of any other Lender, a fee in respect of each Letter of Credit at the rate equal to (A) one-eighth of one percent (0.125%) on the Stated Amount of each Standby Letter of Credit for the issuance or extension of such Standby Letter of Credit, and (B) one-fifth of one percent (0.20%) on the Stated Amount of each Gables Bond Enhancement Letter of Credit for the extension of such Gables Bond Enhancement Letter of Credit. Such fees shall be non-refundable and payable upon issuance or extension of each Standby Letter of Credit or extension of each Gables Bond Enhancement Letter of Credit, provided, however, that the Borrowers shall not incur or be required to pay as of the Agreement Date any such fees in connection with the Letters of Credit listed on Schedule 1(b) (provided that such fees shall be due on any subsequent extension or other event requiring the payment of a fee pursuant to this Section 3.6(b)(i)). (ii) The Borrowers agree to pay to the Agent for the account of each Lender, Lender a participation letter of credit fee with respect at a rate per annum equal to its participations in Letters of Credit, which shall accrue at the same Applicable Margin used to determine for LIBOR Loans times the interest rate applicable to Eurodollar Loans on the daily average daily amount Stated Amount of such Lender’s LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) during each Letter of Credit for the period from and including the date of this Agreement issuance or extension of such Letter of Credit (A) to and including the date such Letter of Credit expires or is terminated or (B) to but excluding the later of the date on which such Lender’s Commitment terminates and the date on which such Lender ceases to have any LC Exposure; provided that, if an Event of Default has occurred and is continuing during such period, the Letter of Credit participation fee is drawn in full. Such fees shall increase by 2% per annum over the then applicable rate, (ii) to the Issuing Bank a fronting fee, which shall accrue at the rate of one-half of one percent (0.50%) per annum be nonrefundable and payable in arrears on the average daily amount of the LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the date of this Agreement to but excluding the later of the date of termination of the Commitments and the date on which there ceases to be any LC Exposure; provided that in no event shall such fee be less than $500 during any quarter, and (iii) to the Issuing Bank, for its own account, its standard fees with respect to the issuance, amendment, renewal or extension of any Letter of Credit or processing of drawings thereunder. Participation fees and fronting fees accrued through and including the last day Business Day of March, June, September and December of in each year shall be payable on the third Business Day following such last dayyear, commencing on the first such date to occur after the date of this Agreement; provided that all such fees shall be payable on the Termination Date Date, and on the date the Commitments are terminated or reduced to zero. Without otherwise limiting the terms of this Section 3.6(b)(ii), any such fees accruing after amounts available to be reinstated under a Gables Bond Enhancement Letter of Credit shall, for the Termination Date purpose of calculating the fee with respect thereto be deemed a part of the Stated Amount of the Gables Bond Enhancement Letter of Credit and therefore included in determining the Letter of Credit fee due with respect thereto. (iii) The Borrowers shall be payable on demand. Any other fees payable pay directly to the Issuing Bank pursuant Lender from time to this time on demand (but without duplication of amounts payable under Section 3.05(b3.6(b)(i)) shall be payable within ten days after demandall commissions, charges, costs and expenses in the amounts customarily charged by the Issuing Lender from time to time in like circumstances with respect to the issuance of each Letter of Credit, drawings, amendments and other transactions relating thereto. All participation fees and fronting fees shall be computed on the basis of a year of 360 days, unless such computation would exceed the Highest Lawful Rate, in which case interest shall be computed on the basis of a year of 365 days (or 366 days in a leap yearc), and shall be payable for the actual number of days elapsed (including the first day but excluding the last day).

Letter of Credit Fees. The Borrower agrees to pay (i) to the Administrative Agent for the account of each Lender, the Revolving Loan Lenders that are Non-Defaulting Lenders a participation letter of credit fee with respect at a rate per annum equal to its participations in Letters of Credit, which shall accrue at the same Applicable Margin used to determine for LIBOR Loans that are Revolving Loans times the interest rate applicable to Eurodollar Loans on the daily average daily amount Stated Amount of such Lender’s LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) during each Letter of Credit for the period from and including the date of this Agreement issuance of such Letter of Credit (x) through and including the date such Letter of Credit expires or is terminated or (y) to but excluding the later date such Letter of Credit is drawn in full. Notwithstanding the date on which such Lender’s Commitment terminates and foregoing, during the date on which such Lender ceases to have any LC Exposure; provided that, if continuance of an Event of Default has occurred and is continuing during such periodDefault, the foregoing Letter of Credit participation fee fees shall increase by 2% per annum over the then applicable rate, (ii) be payable at a rate equal to the Issuing Bank a fronting fee, which shall accrue at amount as calculated pursuant to the rate of one-half of one preceding sentence plus two percent (0.502%). The fees provided for in the immediately preceding sentence shall be nonrefundable and payable in arrears on (i) per annum on the average daily amount of the LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the date of this Agreement to but excluding the later of the date of termination of the Commitments and the date on which there ceases to be any LC Exposure; provided that in no event shall such fee be less than $500 during any quarter, and (iii) to the Issuing Bank, for its own account, its standard fees with respect to the issuance, amendment, renewal or extension of any Letter of Credit or processing of drawings thereunder. Participation fees and fronting fees accrued through and including the last day of March, June, September and December in each year, (ii) the Revolving Loan Termination Date, (iii) the date the Revolving Loan Commitments are terminated or reduced to zero and (iv) thereafter from time to time on demand of the Issuing Lender. In addition, the Borrower shall pay to the Issuing Lender for its own account and not the account of any Revolving Loan Lender, an issuance fee in respect of each year shall be payable Letter of Credit equal to the greater of (i) $1,500 or (ii) one eighth of one percent (0.125%) per annum on the third Business Day following initial Stated Amount of such last day, commencing on Letter of Credit for the first such date to occur after period from and including the date of this Agreement; issuance of such Letter of Credit (A) through and including the date such Letter of Credit expires or is terminated or (B) to but excluding the date such Letter of Credit is drawn in full. The fees provided that all such fees for in the immediately preceding sentence shall be nonrefundable and payable on the Termination Date and any such fees accruing after the Termination Date upon issuance. The Borrower shall be payable on demand. Any other fees payable pay directly to the Issuing Bank pursuant Lender from time to this Section 3.05(b) shall be payable within ten days after demand. All participation fees time on demand all commissions, charges, costs and fronting fees shall be computed on expenses in the basis amounts customarily charged by the Issuing Lender from time to time in like circumstances with respect to the issuance of a year each Letter of 360 daysCredit, unless such computation would exceed the Highest Lawful Ratedrawings, in which case interest shall be computed on the basis of a year of 365 days (or 366 days in a leap year), amendments and shall be payable for the actual number of days elapsed (including the first day but excluding the last day)other transactions relating thereto.

Letter of Credit Fees. The Borrower agrees to pay (i) to the Administrative Agent for the account of each Lender, Lender (other than a Defaulting Lender except as provided in Section 4.05(a)(iii)(B)) a participation fee with respect to its participations in Letters of Credit, which shall accrue at the same Applicable Margin used to determine the interest rate applicable to Eurodollar Loans on the average daily amount of such Lender’s LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the date of this Agreement to but excluding the later of the date on which such Lender’s Commitment terminates and the date on which such Lender ceases to have any LC Exposure; provided that, if an Event of Default has occurred and is continuing during such period, the Letter of Credit participation fee shall increase by 2% per annum over the then applicable rate, (ii) to the applicable Issuing Bank a fronting fee, which shall accrue at the rate of one-half of one percent (0.50%) 0.125% per annum on the average daily amount of the LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the date of this Agreement to but excluding the later of the date of termination of the Commitments and the date on which there ceases to be any LC Exposure; provided that in no event shall such fee be less than $500 during any quarter, and (iii) to the applicable Issuing Bank, for its own account, its standard fees with respect to the issuance, amendment, renewal or extension of any Letter of Credit or processing of drawings thereunder. Participation fees and fronting fees accrued through and including the last day of March, June, September and December of each year shall be payable on the third (3rd) Business Day following such last day, commencing on the first such date to occur after the date of this Agreement; provided that all such fees shall be payable on the Termination Date and any such fees accruing after the Termination Date shall be payable on demand. Any other fees payable to the any Issuing Bank pursuant to this Section 3.05(b) shall be payable within ten (10) days after demand. All participation fees and fronting fees shall be computed on the basis of a year of 360 days, unless such computation would exceed the Highest Lawful Rate, in which case interest shall be computed on the basis of a year of 365 days (or 366 days in a leap year), and shall be payable for the actual number of days elapsed (including the first day but excluding the last day).

Letter of Credit Fees. The Borrower agrees to pay (i) to the Administrative Agent for the account of each Lender, Letter of Credit Lender a participation fee with respect to its participations in Letters of Credit, Credit which shall accrue at a rate per annum equal to the same Applicable Margin used to determine the interest rate applicable to interest on Tranche A Eurodollar Loans Loans, on the average daily amount of such Letter of Credit Lender’s LC Letter of Credit Exposure (excluding any portion thereof attributable to unreimbursed LC Letter of Credit Disbursements) during the period from and including the date of this Agreement Closing Date to but excluding the later of the date on which such Letter of Credit Lender’s Letter of Credit Commitment terminates and the date on which such Letter of Credit Lender ceases to have any LC Exposure; provided that, if an Event of Default has occurred and is continuing during such period, the Letter of Credit participation fee shall increase by 2% per annum over the then applicable rateExposure, (ii) to the each Issuing Bank Lender a fronting fee, letter of credit commitment fee (“Letter of Credit Commitment Fee”) which shall accrue at the a rate of one-half of one percent (0.50%) per annum equal to 0.75% on the average daily unused amount of the LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) such Letter of Credit Lender’s Letter of Credit Commitment during the period from and including the date of this Agreement Closing Date to but excluding the later date each such Letter of the date of termination of the Commitments and the date on which there ceases to be any LC Exposure; provided that in no event shall such fee be less than $500 during any quarterCredit Commitment terminates, and (iii) to the each DSR Issuing BankLender, an amendment fee of $300.00 for its own account, its standard fees with respect each amendment to the issuance, amendment, renewal or extension of any a DSR Letter of Credit or processing issued by such DSR Issuing Lender and (iv) such other fees in such amounts and payable as such times as may be separately agreed with the Borrower (including, for the avoidance of drawings thereunder. Participation fees and doubt, any fronting fees accrued through and including to the last day extent that an Issuing Lender fronts for Letter of March, June, September and December of each year shall be payable on the third Business Day following such last day, commencing on the first such date to occur after the date of this AgreementCredit Lenders other than itself); provided that all such fees shall be payable on the Termination Date and any such fees accruing after the Termination Date date on which the applicable Class of Letter of Credit Commitments terminate shall be payable on demand. Any other fees payable to the any Issuing Bank Lender pursuant to this Section 3.05(b) paragraph shall be payable within ten 10 days after demand. All participation fees and fronting fees shall be computed on the basis of a year of 360 days, unless such computation would exceed the Highest Lawful Rate, in which case interest shall be computed on the basis of a year of 365 days (or 366 days in a leap year), and shall be payable for the actual number of days elapsed (including the first day but excluding the last day).

Letter of Credit Fees. The Borrower agrees to Company shall pay (i) to the Administrative Agent for the account of each LenderBank a letter of credit commission at a rate per annum equal to the Applicable Margin on the average daily aggregate undrawn amount of each Letter of Credit during the period from the date of issuance thereof until the date on which such Bank ceases to have any LC Exposure, and (ii) directly to each Issuing Bank a participation fee with respect to its participations in Letters of Creditfronting fee, which shall accrue at the same Applicable Margin used to determine rate or rates per annum separately agreed upon between the interest rate applicable to Eurodollar Loans Company and such Issuing Bank, on the average daily amount of such Lender’s the LC Exposure with respect to outstanding Fronted Letters of Credit (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the date of this Agreement Restatement Effective Date to but excluding the later of the date on which such Lender’s Commitment terminates and the date on which such Lender ceases to have any LC Exposure; provided that, if an Event of Default has occurred and is continuing during such period, the Letter of Credit participation fee shall increase by 2% per annum over the then applicable rate, (ii) to the Issuing Bank a fronting fee, which shall accrue at the rate of one-half of one percent (0.50%) per annum on the average daily amount of the LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the date of this Agreement to but excluding the later of the date of termination of the Commitments and the date on which there ceases to be any LC Exposure; provided that in no event shall , as well as such fee be less than $500 during any quarter, and (iii) to the Issuing Bank, for its own account, its 's standard fees with respect to the issuance, amendment, renewal or extension of any Fronted Letter of Credit or processing of drawings thereunder. Participation fees Letter of credit commission and fronting fees accrued through and including the last day of March, June, September and December of each year Quarterly Date shall be payable on the third Business Day following such last dayQuarterly Date, commencing on the first such date to occur after the date of this AgreementRestatement Effective Date; provided that all such fees shall be payable on the Termination Date date on which the Commitments terminate and any such fees accruing after the Termination Date date on which the Commitments terminate shall be payable on demand. Any other fees payable to the an Issuing Bank pursuant to this Section 3.05(b) paragraph shall be payable within ten 10 days after demand. All participation fees and fronting fees shall be computed on the basis of a year of 360 days, unless such computation would exceed the Highest Lawful Rate, in which case interest shall be computed on the basis of a year of 365 days (or 366 days in a leap year), and shall be payable for the actual number of days elapsed (including the first day but excluding the last day).

Letter of Credit Fees. The Borrower agrees Borrowers agree to pay (i) to the Administrative Agent (a) for the account ratable benefit of each Lenderthe Lenders, a participation fee with respect to its participations in Letters any Letter of Credit, which shall accrue at on the same last business day of each March, June, September and December and on the date of the full drawing, cancellation, termination or expiration of such Letter of Credit, a letter of credit fee for such calendar quarter or shorter period equal to the then Applicable Margin used to determine the interest rate applicable to on Eurodollar Loans on the average daily undrawn amount of thereof for such Lender’s LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the date of this Agreement to but excluding the later of the date on which such Lender’s Commitment terminates and the date on which such Lender ceases to have any LC Exposure; provided that, if an Event of Default has occurred and is continuing during such calendar quarter or shorter period, payable to the Agent at its Domestic Lending Office in immediately available funds and (b) for the sole benefit of the Letter of Credit participation Issuer, with respect to any Letter of Credit, on the same dates as the Letter of Credit fee shall increase by 2% per annum over the then applicable ratewith respect to such Letter of Credit is payable under clause (a) above, (ii) to the Issuing Bank a fronting fee, which shall accrue at the rate of fee for such calendar quarter or shorter period equal to one-half quarter of one percent (0.501/4%) per annum on the average daily undrawn amount thereof for such calendar quarter or shorter period, payable to the Agent on behalf of the LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the date of this Agreement to but excluding the later of the date of termination of the Commitments and the date on which there ceases to be any LC Exposure; provided that in no event shall such fee be less than $500 during any quarter, and (iii) to the Issuing Bank, for its own account, its standard fees with respect to the issuance, amendment, renewal or extension of any Letter of Credit or processing of drawings thereunderIssuer at the Agent's Domestic Lending Office in immediately available funds. Participation fees and fronting fees accrued through and including the last day of March, June, September and December of each year shall be payable on the third Business Day following such last day, commencing on the first such date to occur after the date of this Agreement; provided that all such fees shall be payable on the Termination Date and any such fees accruing after the Termination Date shall be payable on demand. Any other fees payable to the Issuing Bank pursuant to this Section 3.05(b) shall be payable within ten days after demand. All participation fees and fronting The foregoing fees shall be computed on the basis of a year of 360 days, unless such computation would exceed the Highest Lawful Rate, in which case interest shall be computed on the basis of a year of 365 days (or 366 days in a leap year), and shall be payable for the actual number of days elapsed over a year of 365 days. Additionally, the Borrowers shall pay to the Agent at its Domestic Lending Office for the sole account of the Letter of Credit Issuer upon demand by the Agent or the Letter of Credit Issuer all of the Letter of Credit Issuer's customary fees and expenses with respect to the opening, drawing upon, extending, amending, transferring, canceling or administration of Letters of Credit from time to time in effect. The Agent shall disburse to each Lender such Lender's pro rata share of any payment of the letter of credit fees referred to in clause (including a) of the first day but excluding sentence of this Section 2A.06 in immediately available funds within one (1) Business Day of the last day)Agent's receipt of such payment.

Letter of Credit Fees. The Borrower agrees to shall pay (i) to the Administrative Agent Agent, for the account accounts of each Lenderthe Lenders in accordance with their respective Commitment Percentages, a participation letter of credit fee with respect to its participations in Letters (a) each standby Letter of CreditCredit (each, which shall accrue at the same Applicable Margin used to determine the interest rate applicable to Eurodollar Loans on the average daily amount of such Lender’s LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursementsa "STANDBY LETTER OF CREDIT FEE") during computed for the period from and including the date of this Agreement to but excluding the later issuance, extension or renewal of the date on which such Lender’s Commitment terminates and the date on which such Lender ceases to have any LC Exposure; provided that, if an Event of Default has occurred and is continuing during such period, the standby Letter of Credit participation fee shall increase by 2% to the expiry date of such standby Letter of Credit, at a rate per annum over the then applicable rate, (ii) equal to the Issuing Bank a fronting fee, which shall accrue at the rate of one-half of one percent (0.50%) Applicable Margin per annum on with respect to Standby Letter of Credit Fees MULTIPLIED BY the average daily aggregate face amount of the LC Exposure standby Letters of Credit outstanding and (excluding any portion thereof attributable to unreimbursed LC Disbursementsb) during each documentary Letter of Credit (a "DOCUMENTARY LETTER OF CREDIT FEE"), computed for the period from and including the date of this Agreement issuance, extension or renewal of such documentary Letter of Credit to but excluding the later expiry date of such documentary Letter of Credit, at a rate per annum equal to the Applicable Margin per annum with respect to Documentary Letter of Credit Fees MULTIPLIED BY the aggregate face amount of documentary Letters of Credit outstanding. Such Letter of Credit Fees shall be payable quarterly in arrears on the first Business Day of each calendar quarter (or portion thereof) of the date of termination Borrower for the immediately preceding calendar quarter of the Commitments Borrower and on the date on which there ceases to be any LC Exposure; provided that in no event Final Maturity Date. In addition, the Borrower shall such fee be less than $500 during any quarter, and (iii) pay to the Issuing BankLender a fronting fee for the account of the Issuing Lender in an amount agreed upon by the Issuing Lender and the Borrower and based on the face amount of each standby Letter of Credit, which fronting fee shall be payable in arrears on the first Business Day of each calendar quarter (or portion thereof) of the Borrower for its own accountthe immediately preceding calendar quarter of the Borrower and on the Final Maturity Date. In respect of each Letter of Credit, its standard fees with respect the Borrower shall also pay to the Issuing Lender for the Issuing Lender's own account the Issuing Lender's customary issuance, amendment, renewal negotiation or extension of any Letter of Credit or processing of drawings thereunder. Participation document examination and other administrative fees in such amounts and fronting fees accrued through at such times as agreed upon between the Borrower and including the last day of March, June, September and December of each year shall be payable on the third Business Day following such last day, commencing on the first such date to occur after the date of this Agreement; provided that all such fees shall be payable on the Termination Date and any such fees accruing after the Termination Date shall be payable on demand. Any other fees payable to the Issuing Bank Lender when due. For purposes of calculating fees pursuant to this Section 3.05(b) 4.6 with respect to outstanding Letters of Credit issued in a currency other than Dollars, the face amount of each such outstanding Letter of Credit shall be payable within ten days after demand. All participation the Dollar equivalent of such face amount as of the date any such fees are due and fronting fees shall be computed on at the basis end of a year of 360 days, unless such computation would exceed the Highest Lawful Rate, in which case interest shall be computed on the basis of a year of 365 days (or 366 days in a leap year), and shall be payable for the actual number of days elapsed (including the first day but excluding the last day)each calendar quarter.

Letter of Credit Fees. The Borrower agrees to pay (i) to the Administrative Agent for the account of each Lender, Lender a participation fee with respect to its participations in Letters of Credit, which shall accrue at the same Applicable Margin used to determine the interest rate applicable to Eurodollar Loans on the average daily amount of such Lender’s LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the date of this Agreement to but excluding the later of the date on which such Lender’s Commitment terminates and the date on which such Lender ceases to have any LC Exposure; provided that, if an Event of Default has occurred and is continuing during such period, the Letter of Credit participation fee shall increase by 2% per annum over the then applicable rate, (ii) to the Issuing Bank a fronting fee, which shall accrue at the rate of one-half of one percent (0.50%) 0.125% per annum on the average daily amount of the LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the date of this Agreement to but excluding the later of the date of termination of the Commitments and the date on which there ceases to be any LC Exposure; , provided that in no event shall such fee be less than $500 during any quarter, quarter and (iii) to the each Issuing Bank, for its own account, its standard fees with respect to the issuance, amendment, renewal or extension of any Letter of Credit issued by such Issuing Bank or processing of drawings thereunder. Participation fees and fronting fees accrued through and including the last day of March, June, September and December of each year shall be payable on the third Business Day following such last day, commencing on the first such date to occur after the date of this AgreementAgreement and fronting fees with respect to any Letter of Credit shall be payable at the time of issuance of such Letter of Credit; provided that all such fees shall be payable on the Termination Date and any such fees accruing after the Termination Date shall be payable on demand. Any other fees payable to the an Issuing Bank pursuant to this Section 3.05(b) shall be payable within ten 10 days after demand. All participation fees and fronting fees shall be computed on the basis of a year of 360 days, unless such computation would exceed the Highest Lawful Rate, in which case interest such fees shall be computed on the basis of a year of 365 days (or 366 days in a leap year), and shall be payable for the actual number of days elapsed (including the first day but excluding the last day).

Letter of Credit Fees. The Borrower agrees to pay (i) to the Administrative Agent for the account of each Lender, Lender a participation fee with respect to its participations in Letters of Credit, which shall accrue at the same Applicable Margin used to determine the interest rate applicable to Eurodollar Loans on the average daily amount of such Lender’s LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the date of this Agreement to but excluding the later of the date on which such Lender’s Commitment terminates and the date on which such Lender ceases to have any LC Exposure; provided that, if an Event of Default has occurred and is continuing during such period, the Letter of Credit participation fee shall increase by 2% per annum over the then applicable rate, (ii) to the each applicable Issuing Bank a fronting fee, which shall accrue at the rate equal to the greater of one-half of one percent (0.50%A) $750 and (B) 0.20% per annum (or such other rate as may be agreed to with such Issuing Bank) on the average daily amount of the LC Exposure attributable to such Issuing Bank (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the date of this Agreement to but excluding the later of the date of termination of the Commitments and the date on which there ceases to be any LC Exposure; provided that in no event shall such fee be less than $500 750.00 during any quarter, quarter unless no LC Exposure existed at any time during such quarter and (iii) to the each Issuing Bank, for its own account, its standard fees with respect to the issuance, amendment, renewal or extension of any Letter of Credit or processing of drawings thereunder. Participation fees and fronting fees accrued through and including the last day Business Day of March, June, September and December of each year shall be payable on the third Business Day following such last dayBusiness Day, commencing on the first such date to occur after the date of this Agreement; provided that all such fees shall be payable on the Termination Date and any such fees accruing after the Termination Date shall be payable on demand. Any other fees payable to the any Issuing Bank pursuant to this Section 3.05(b) shall be payable within ten 10 days after demand. All participation fees and fronting fees shall be computed on the basis of a year of 360 days, unless such computation would exceed the Highest Lawful Rate, in which case interest shall be computed on the basis of a year of 365 days (or 366 days in a leap year), and shall be payable for the actual number of days elapsed (including the first day but excluding the last day).

Letter of Credit Fees. The (a) Borrower agrees to shall pay (ix) to the Administrative Agent Agent, for the account ratable benefit of Lenders, fees for each Lender, a participation fee with respect to its participations in Letters Letter of Credit, which shall accrue at the same Applicable Margin used to determine the interest rate applicable to Eurodollar Loans on the average daily amount of such Lender’s LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) during Credit for the period from and excluding the date of issuance of same to and including the date of this Agreement expiration or termination, equal to but excluding the later average daily face amount of the date on which such Lender’s Commitment terminates and the date on which such Lender ceases to have any LC Exposure; provided that, if an Event of Default has occurred and is continuing during such period, the each outstanding Letter of Credit participation fee shall increase multiplied by 2% a per annum over the then applicable rate, (ii) rate equal to the Issuing Bank a fronting feeApplicable Rate for Eurodollar Rate Loans then in effect, which shall accrue at the rate of one-half of one percent (0.50%) per annum on the average daily amount of the LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the date of this Agreement to but excluding the later of the date of termination of the Commitments and the date on which there ceases such fees to be any LC Exposure; provided that in no event shall such fee be less than $500 during any quarter, and (iii) to the Issuing Bank, for its own account, its standard fees with respect to the issuance, amendment, renewal or extension of any Letter of Credit or processing of drawings thereunder. Participation fees and fronting fees accrued through and including the last day of March, June, September and December of each year shall be payable on the third Business Day following such last day, commencing on the first such date to occur after the date of this Agreement; provided that all such fees shall be payable on the Termination Date and any such fees accruing after the Termination Date shall be payable on demand. Any other fees payable to the Issuing Bank pursuant to this Section 3.05(b) shall be payable within ten days after demand. All participation fees and fronting fees shall be computed calculated on the basis of a 360-day year of 360 days, unless such computation would exceed the Highest Lawful Rate, in which case interest shall be computed on the basis of a year of 365 days (or 366 days in a leap year), and shall be payable for the actual number of days elapsed (including and to be payable quarterly in arrears on the first day but excluding of each quarter and on the last dayday of the Term, and (y) to the Issuer, a fronting fee of one quarter of one percent (0.25%) per annum times the face amount of such Letter of Credit, together with any and all administrative, issuance, amendment, payment and negotiation charges with respect to Letters of Credit and all fees and expenses as agreed upon by the Issuer and the Borrower in connection with any Letter of Credit, including in connection with the opening, amendment or renewal of any such Letter of Credit and any acceptances created thereunder and shall reimburse Agent for any and all reasonable fees and expenses, if any, paid by Agent to the Issuer (all of the foregoing fees, the “Letter of Credit Fees”). All such charges shall be deemed earned in full on the date when the same are due and payable hereunder and shall not be subject to rebate or pro-ration upon the termination of this Agreement for any reason. Any such charge in effect at the time of a particular transaction shall be the charge for that transaction, notwithstanding any subsequent change in the Issuer’s prevailing charges for that type of transaction. All Letter of Credit Fees payable hereunder shall be deemed earned in full on the date when the same are due and payable hereunder and shall not be subject to rebate or pro-ration upon the termination of this Agreement for any reason. Upon and after the occurrence of an Event of Default, and during the continuation thereof, at the option of Agent or at the direction of Required Lenders, following written notice from Agent to Borrower and provided that such Event of Default is not cured or waived within 15 Business Days after Agent sends such notice, the Letter of Credit Fees described in clause (x) of this Section 3.2(a) shall be increased by an additional two percent (2.00%) per annum.

Letter of Credit Fees. The Borrower agrees to pay (i) to the Administrative Agent for the account of each Lender, Lender (other than a Defaulting Lender to the extent set forth in Section 4.05) a participation fee with respect to its participations in Letters of Credit, which shall accrue at the same Applicable Margin used to determine the interest rate applicable to Eurodollar LIBOR Rate Loans (as such rate may be increased pursuant to Section 3.02(c)) on the average daily amount of such Lender’s LC Exposure (excluding any portion thereof attributable to unreimbursed LC DisbursementsDisbursements that has been funded by such Lender) during the period from and including the date of this Agreement to but excluding the later of the date on which such Lender’s Commitment terminates and the date on which such Lender ceases to have any LC Exposure; provided that, if an Event of Default has occurred and is continuing during such period, the Letter of Credit participation fee shall increase by 2% per annum over the then applicable rate, (ii) to the each applicable Issuing Bank a fronting fee, which shall accrue at the rate of one-half of one percent (0.50%) per annum agreed to between such Issuing Bank and Borrower on the average daily amount of the LC Exposure attributable to such Issuing Bank (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the date of this Agreement to but excluding the later of the date of termination of the Commitments and the date on which there ceases to be any LC Exposure; provided that in no event shall such fee be less than $500 during any quarter, Exposure and (iii) to the each Issuing Bank, for its own account, its standard fees with respect to the issuance, amendment, renewal or extension of any Letter of Credit or processing of drawings thereunder. Participation fees and fronting fees accrued through and including the last day Business Day of March, June, September and December of each year shall be payable on the third Business Day following such last dayBusiness Day, commencing on the first such date to occur after the date of this Agreement; provided that all such fees shall be payable on the Termination Date and any such fees accruing after the Termination Date shall be payable on demand. Any other fees payable to the any Issuing Bank pursuant to this Section 3.05(b) shall be payable within ten 10 days after demand. All participation fees and fronting fees shall be computed on the basis of a year of 360 days, unless such computation would exceed the Highest Lawful Rate, in which case interest shall be computed on the basis of a year of 365 days (or 366 days in a leap year), and shall be payable for the actual number of days elapsed (including the first day but excluding the last day).

Letter of Credit Fees. The Subject to Section 3.05(d) below, the Borrower agrees to pay (i) to the Administrative Agent for the account of each Lender, Lender a participation fee with respect to its participations in Letters of Credit, which shall accrue at the same Applicable Margin used to determine the interest rate applicable to Eurodollar Term Benchmark Loans on the average daily amount of such Lender’s LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the date of this Agreement to but excluding the later of the date on which such Lender’s Commitment terminates and the date on which such Lender ceases to have any LC Exposure; provided that, if an Event of Default has occurred and is continuing during such period, the Letter of Credit participation fee shall increase by 2% per annum over the then applicable rate, (ii) to the Issuing Bank Bank, for its own account, a fronting fee, which shall accrue at the rate of one-half of one percent (0.50%) 0.125% per annum on the average daily stated amount of the LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the date of this Agreement to but excluding the later of the date of termination of the Commitments and the date on which there ceases to be any LC Exposure; , provided that in no event shall such fee be less than $500 during any quarter, and (iii) to the Issuing Bank, for its own account, its standard fees with respect to the issuance, amendment, renewal or extension of any Letter of Credit or processing of drawings thereunder. Participation fees and fronting fees accrued through and including the last day of March, June, September and December of each year shall be payable on the third Business Day following such last day, commencing on the first such date to occur after the date of this Agreement; provided that all such fees shall be payable on the Termination Date and any such fees accruing after the Termination Date shall be payable on demand. Any other fees payable to the Issuing Bank pursuant to this Section 3.05(b) shall be payable within ten 10 days after demand. All participation fees and fronting fees shall be computed on the basis of a year of 360 days, unless such computation would exceed the Highest Lawful Rate, in which case interest shall be computed on the basis of a year of 365 days (or 366 days in a leap year), and shall be payable for the actual number of days elapsed (including the first day but excluding the last day).

Letter of Credit Fees. The Borrower agrees to (a) Borrowers shall pay (ix) to the Administrative Agent Agent, for the account ratable benefit of Lenders holding Revolving Commitments, fees for each Lender, a participation fee with respect to its participations in Letters Letter of Credit, which shall accrue at the same Applicable Margin used to determine the interest rate applicable to Eurodollar Loans on the average daily amount of such Lender’s LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) during Credit for the period from and excluding the date of issuance of same to and including the date of this Agreement expiration or termination, equal to but excluding the later daily face amount of the date on which such Lender’s Commitment terminates and the date on which such Lender ceases to have any LC Exposure; provided that, if an Event of Default has occurred and is continuing during such period, the each outstanding Letter of Credit participation fee shall increase multiplied by 2% per annum over the then applicable rateApplicable Margin for Revolving Advances consisting of LIBOR Rate LoansLetters of Credit, (ii) to the Issuing Bank a fronting fee, which shall accrue at the rate of one-half of one percent (0.50%) per annum on the average daily amount of the LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the date of this Agreement to but excluding the later of the date of termination of the Commitments and the date on which there ceases such fees to be any LC Exposure; provided that in no event shall such fee be less than $500 during any quarter, and (iii) to the Issuing Bank, for its own account, its standard fees with respect to the issuance, amendment, renewal or extension of any Letter of Credit or processing of drawings thereunder. Participation fees and fronting fees accrued through and including the last day of March, June, September and December of each year shall be payable on the third Business Day following such last day, commencing on the first such date to occur after the date of this Agreement; provided that all such fees shall be payable on the Termination Date and any such fees accruing after the Termination Date shall be payable on demand. Any other fees payable to the Issuing Bank pursuant to this Section 3.05(b) shall be payable within ten days after demand. All participation fees and fronting fees shall be computed calculated on the basis of a 360-day year of 360 days, unless such computation would exceed the Highest Lawful Rate, in which case interest shall be computed on the basis of a year of 365 days (or 366 days in a leap year), and shall be payable for the actual number of days elapsed (including and to be payable quarterly in arrears on the first day but of each calendar quarter and on the last day of the Term, and (y) to Issuer, a fronting fee of 0.125% per annum times the daily face amount of each outstanding Letter of Credit for the period from and excluding the date of issuance of same to and including the date of expiration or termination, to be payable quarterly in arrears on the first day of each calendar quarter and on the last dayday of the Term. (all of the foregoing fees, the “Letter of Credit Fees”). In addition, Borrowers shall pay to Agent, for the benefit of Issuer, any and all administrative, issuance, amendment, payment and negotiation charges with respect to Letters of Credit and all fees and expenses as agreed upon by Issuer and the Borrowing Agent in connection with any Letter of Credit, including in connection with the opening, amendment or renewal of any such Letter of Credit and any acceptances created thereunder, all such charges, fees and expenses, if any, to be payable on demand. All such charges shall be deemed earned in full on the date when the same are due and payable hereunder and shall not be subject to rebate or pro-ration upon the termination of this Agreement for any reason. Any such charge in effect at the time of a particular transaction shall be the charge for that transaction, notwithstanding any subsequent change in Issuer’s prevailing [PHI Group] Revolving Credit, Term Loan and Security Agreement charges for that type of transaction. Upon and after the occurrence of an Event of Default, and during the continuation thereof, at the option of Agent or at the direction of Required Lenders (or, in the case of any Event of Default under Section 10.7, immediately and automatically upon the occurrence of any such Event of Default without the requirement of any affirmative action by any party), the Letter of Credit Fees described in clause (x) of this Section 3.2(a) shall be increased by an additional two percent (2.0%) per annum.

Letter of Credit Fees. The Subject to Section 3.05(d) below, the Borrower agrees to pay (i) to the Administrative Agent for the account of each Lender, Revolving Credit Lender a participation fee with respect to its participations in Letters of Credit, which shall accrue at the same Applicable Margin used to determine the interest rate applicable to Revolving Loans that are Eurodollar Loans on the average daily amount of such Revolving Credit Lender’s LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the date of this Agreement to but excluding the later of the date on which such Revolving Credit Lender’s Revolving Credit Commitment terminates and the date on which such Revolving Credit Lender ceases to have any LC Exposure; provided that, if an Event of Default has occurred and is continuing during such period, the Letter of Credit participation fee shall increase by 2% per annum over the then applicable rate, (ii) to the Issuing Bank Bank, for its own account, a fronting fee, which shall accrue at the rate of one-half of one percent (0.50%) 0.125% per annum on the average daily amount of the LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the date of this Agreement to but excluding the later of the date of termination of the Revolving Credit Commitments and the date on which there ceases to be any LC Exposure; , provided that in no event shall such fee be less than $500 during any quarter, and (iii) to the Issuing Bank, for its own account, its standard fees with respect to the issuance, amendment, renewal or extension of any Letter of Credit or processing of drawings thereunder. Participation fees and fronting fees accrued through and including the last day of March, June, September and December of each year shall be payable on the third Business Day following such last day, commencing on the first such date to occur after the date of this Agreement; provided that all such fees shall be payable on the Termination Date and any such fees accruing after the Termination Date shall be payable on demand. Any other fees payable to the Issuing Bank pursuant to this Section 3.05(b) shall be payable within ten 10 days after demand. All participation fees and fronting fees shall be computed on the basis of a year of 360 days, unless such computation would exceed the Highest Lawful Rate, in which case interest shall be computed on the basis of a year of 365 days (or 366 days in a leap year), and shall be payable for the actual number of days elapsed (including the first day but excluding the last day).

Letter of Credit Fees. The Borrower agrees to pay (i) to the Administrative Agent for the account of each Lender, Revolving Lender a participation fee with respect to its participations in Letters of Credit, which shall accrue at the same Applicable Margin used to determine the interest rate applicable to Eurodollar Borrowings comprised of LIBOR Loans on the average daily amount of such Revolving Lender’s LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the date of this Agreement Initial Availability Date to but excluding the later of the date on which such Revolving Lender’s Revolving Commitment terminates and the date on which such Revolving Lender ceases to have any LC Exposure; provided that, if an Event of Default has occurred and is continuing during such period, the Letter of Credit participation fee shall increase by 2% per annum over the then applicable rate, (ii) to the each Issuing Bank a fronting fee, which shall accrue at the rate of one-half of one percent (0.50%) 0.200% per annum on the average daily amount of the LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) attributable to Letters of Credit issued by such Issuing Bank during the period from and including the date of this Agreement Initial Availability Date to but excluding the later of the date of termination of the Aggregate Revolving Commitments and the date on which there ceases to be any LC Exposure; provided that in no event shall Exposure attributable to Letters of Credit issued by such fee be less than $500 during any quarter, Issuing Bank and (iii) to the each Issuing Bank, for its own account, its standard fees with respect to the issuance, amendment, renewal or extension of any Letter of Credit or processing of drawings thereunder. Participation fees and fronting fees accrued through and including the last day of March, June, September and December of each year shall be payable on the third Business Day following such last day, commencing on the first such date to occur after the date of this AgreementInitial Availability Date; provided that all such fees shall be payable on the Termination Revolving Maturity Date and any such fees accruing after the Termination Revolving Maturity Date shall be payable on demand. Any other fees payable to the any Issuing Bank pursuant to this Section 3.05(b3.05(a) shall be payable within ten (10) days after demand. All participation fees and fronting fees shall be computed on the basis of a year of 360 days, unless such computation would exceed the Highest Lawful Rate, in which case interest such fees shall be computed on the basis of a year of 365 days (or 366 days in a leap year), and shall be payable for the actual number of days elapsed (including the first day but excluding the last day).

Letter of Credit Fees. The Borrower agrees to pay (i) to the Administrative Agent for the account of each Lender, Lender a participation fee with respect to its participations in Letters of Credit, which shall accrue at the same Applicable Margin used to determine the interest rate applicable to Eurodollar Term SOFR Loans on the average actual daily amount of such Lender’s LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the date of this Agreement Effective Date to but excluding the later of the date on which such LenderXxxxxx’s Commitment terminates and the date on which such Lender ceases to have any LC Exposure; provided that, if an Event of Default has occurred and is continuing during such period, the Letter of Credit participation fee shall increase by 2% per annum over the then applicable rate, (ii) to the Issuing Bank a fronting fee, which shall accrue at the rate of one-half of one percent (0.50%) 0.125% per annum on the average actual daily amount of the LC Exposure with respect to Letters of Credit issued by it (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the date of this Agreement Effective Date to but excluding the later of the date of termination of the Commitments and the date on which there ceases to be any LC Exposure; provided that in no event shall such fee be less than $500 during any quarter, and (iii) to the Issuing Bank, for its own account, its standard fees with respect to the issuance, amendment, renewal or extension of any Letter of Credit or processing of drawings thereunder. Participation fees and fronting fees accrued through and including the last day of March, June, September and December of each year shall be payable on the third Business Day following such last day, commencing on the first such date to occur after the date of this AgreementEffective Date; provided that all such unpaid fees shall be payable on the Termination Date and any such fees accruing after the Termination Date shall be payable on demand. During the continuation of an Event of Default, to the extent the Majority Lenders have elected to charge default rate interest pursuant to Section 3.02(c)(ii), the fees payable pursuant to this Section 3.05(b) shall increase by 2.00% per annum over the then-applicable rate. Any other fees payable to the Issuing Bank pursuant to this Section 3.05(b) shall be payable within ten 10 days after demand. All participation fees and fronting fees shall be computed on the basis of a year of 360 days, unless such computation would exceed the Highest Lawful Rate, in which case interest such fees shall be computed on the basis of a year of 365 days (or 366 days in a leap year), and shall be payable for the actual number of days elapsed (including the first day but excluding the last day).

Letter of Credit Fees. The Borrower agrees to pay pay: (i) to the Administrative Agent for the account of each Lender, Revolving Lender a participation Letter of Credit fee (the “Letter of Credit Fee”) with respect to its such Revolving Lender’s participations in Letters of Credit, which shall accrue at the same Applicable Margin used rate equal to determine the interest rate applicable to Eurodollar Loans Letter of Credit Fee Percentage (as defined and determined in accordance with Section 2.06(d)) on the average daily Dollar Equivalent amount of such Revolving Lender’s LC Exposure Applicable Percentage of the Letter of Credit Liabilities (excluding any portion thereof attributable to unreimbursed LC L/C Disbursements) during the period from and including the date of this Agreement Effective Date to but excluding the later of the date on which such Revolving Lender’s Commitment terminates and the date on which such Revolving Lender ceases to have any LC Exposure; provided that, if an Event of Default has occurred and is continuing during such period, the Letter of Credit participation fee shall increase by 2% per annum over the then applicable rate, Liabilities; and (ii) to the each Issuing Bank a fronting fee, which shall accrue at the rate of one-half of one percent (0.50%) 0.125% per annum on the average daily Dollar Equivalent amount of the LC Exposure Letter of Credit Liabilities (excluding any portion thereof attributable to unreimbursed LC L/C Disbursements) attributable to the Letters of Credit it has issued, during the period from and including the date of this Agreement Effective Date to but excluding the later of the date of termination of the Commitments and the date on which there ceases to be any LC Exposure; provided that in no event shall such fee be less than $500 during any quarterLetter of Credit Liabilities, and (iii) to the as well as each Issuing Bank, for its own account, its ’s standard fees with respect to the issuance, amendment, renewal or extension of any Letter of its Letters of Credit or processing of drawings thereunder. Participation fees Letter of Credit Fees and fronting fees accrued through and including the last day of March, June, September and December of to each year Interest Payment Date shall be payable on the third in Dollars no more than five (5) Business Day following Days after such last dayInterest Payment Date, commencing on the first such date to occur after the date of this AgreementEffective Date; provided that all such fees shall be payable on the Termination Date date on which the Commitments terminate and any such fees accruing after the Termination Date date on which the Commitments terminate shall be payable on demand. Any other fees payable to the an Issuing Bank pursuant to this Section 3.05(b) paragraph shall be payable within ten days 10 Business Days after demand. All participation fees and fronting fees fee shall be computed based on the basis of a year of 360 days, unless such computation would exceed the Highest Lawful Rate, in which case interest shall be computed on the basis of a year of 365 days (or 366 days in a leap year), and shall be payable for the actual number of days elapsed (including the first day but excluding the last day).

Letter of Credit Fees. The Each Borrower agrees to pay (i) to the Administrative Agent in Dollars for the account of each Lenderthe Lenders pro rata on the basis of their respective LC Exposure, a participation fee with in respect of each Letter of Credit (the “Letter of Credit Fee”), for the period from the date of issuance of such Letter of Credit to its participations in Letters the termination date of Credit, which shall accrue such Letter of Credit computed at the same per annum rate for each day equal to the Applicable Margin used to determine the interest rate applicable to Rate for Eurodollar Loans minus 0.125% per annum on the average daily stated amount of such Lender’s LC Exposure Letter of Credit (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the date of this Agreement Closing Date to but excluding the later of the date on which such Lender’s Commitment terminates and the date on which such Lender ceases to have any LC Exposure; provided that, if an Event of Default has occurred Exposure and is continuing during such period, the Letter of Credit participation fee shall increase by 2% per annum over the then applicable rate, (ii) to the Issuing Bank a fronting feefee (the “Fronting Fee”), which shall accrue at the rate of one-half of one percent (0.50%) 0.125% per annum on the average daily amount of the LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the date of this Agreement Closing Date to but excluding the later of the date of termination of the Commitments and the date on which there ceases to be any LC Exposure; provided that in no event shall such fee be less than $500 during any quarter, and (iii) to as well as the Issuing Bank, for its own account, its ’s standard fees with respect to the issuance, amendment, renewal or extension of any Letter of Credit or processing of drawings thereunder; provided that, no fees will accrue under this Section 2.09 on any Defaulting Lender’s portion of a Letter of Credit that any Borrower has Cash Collateralized pursuant to Section 2.04(g). Participation fees Letter of Credit Fees and fronting fees accrued through Fronting Fees shall accrue during the Availability Period and including shall be due and payable quarterly in arrears on the last day Business Day of each March, June, September and December of each year shall be payable on the third Business Day following such last dayDecember, commencing on with the first such date to occur after the date of this Agreement; Closing Date, provided that all such fees Letter of Credit Fees and Fronting Fees shall be payable on the Termination Date and any such fees accruing after date on which the Termination Date shall be payable on demandCommitments terminate. Any other fees payable to the Issuing Bank pursuant to this Section 3.05(b) paragraph shall be payable within ten 20 business days after demand. All participation fees Letter of Credit Fees and fronting fees Fronting Fees shall be computed on the basis of a year of 360 days, unless such computation would exceed the Highest Lawful Rate, in which case interest shall be computed on the basis of a year of 365 days (or 366 days in a leap year), and shall be payable for the actual number of days elapsed (including the first day but excluding the last day).

Letter of Credit Fees. The Borrower agrees to pay (i) to the Administrative Agent for the account of each Lender, Lender a participation fee with respect to its participations in Letters of Credit, which shall accrue at the same Applicable Margin used to determine the interest rate applicable to Eurodollar Loans on the average daily amount of such Lender’s LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the date of this Agreement Effective Date to but excluding the later of the date on which such Lender’s Commitment terminates and the date on which such Lender ceases to have any LC Exposure; provided that, if an Event of Default has occurred and is continuing during such period, the Letter of Credit participation fee shall increase by 2% per annum over the then applicable rate, (ii) to the each Issuing Bank a fronting fee, which shall accrue at the rate of one-half of one percent (0.50%) 0.125% per annum on the average daily amount of that portion of the LC Exposure attributable to such Issuing Bank (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the date of this Agreement Effective Date to but excluding the later of the date of termination of the Commitments and the date on which there ceases to be any LC Exposure; Exposure attributable to such Issuing Bank, provided that (A) in no event shall such fee be less than $500 125 during any quarterquarter and (B) if the expiration date of the Letter of Credit is less than one year after its date of issuance and the aggregate fronting fee otherwise payable through its expiration would be less than $500, then the Borrower shall pay to the Issuing Bank $500 upon the issuance of such Letter of Credit in lieu of the fronting fee otherwise payable, and (iii) to the each Issuing Bank, for its own account, its standard fees with respect to the issuance, amendment, renewal or extension of any Letter of Credit or processing of drawings thereunder. Participation fees and fronting fees accrued through and including the last day of March, June, September and December of each year year, shall be payable on the third Business Day following such last day, commencing on the first such date to occur after the date of this AgreementEffective Date; provided that all such fees shall be payable on the Termination Date and any such fees accruing after the Termination Date shall be payable on demand. Any other fees payable to the an Issuing Bank pursuant to this Section 3.05(b) shall be payable within ten 10 days after demand. All participation fees and fronting fees shall be computed on the basis of a year of 360 days, unless such computation would exceed the Highest Lawful Rate, in which case interest shall be computed on the basis of a year of 365 days (or 366 days in a leap year), and shall be payable for the actual number of days elapsed (including the first day but excluding the last day).

Letter of Credit Fees. The Borrower agrees to pay (i) to the Administrative Agent for the account of each Lender, Lender a participation fee with respect to its participations in Letters of Credit, which shall accrue at the same Applicable Margin used to determine the interest rate applicable to Eurodollar Loans (i) 4.25% per annum for Roll-Up Letters of Credit and (ii) 5.50% per annum for any other Letter of Credit, in each case, on the average daily amount of such Lender’s LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the date of this Agreement to but excluding the later of the date on which such Lender’s Commitment terminates and the date on which such Lender ceases to have any LC Exposure; provided that, if Exposure (during the continuation of an Event of Default, to the extent the Post-Default has occurred and Rate is continuing during then applicable to the Loans, such period, the Letter of Credit participation fee shall increase by 2% per annum over the then applicable rate), (ii) to the Issuing Bank a fronting fee, which shall accrue at the rate of one-half of one percent (0.50%) 0.25% per annum on the average daily amount of the LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the date of this Agreement to but excluding the later of the date of termination of the Commitments and the date on which there ceases to be any LC Exposure; provided that in no event shall such fee be less than $500 during any quarter, and (iii) to the Issuing Bank, for its own account, its standard fees with respect to the issuance, amendment, renewal or extension of any Letter of Credit or processing of drawings thereunder. Participation fees and fronting fees accrued through and including the last day of March, June, September and December of each year shall be payable on the third Business Day following such last day, commencing on the first such date to occur after the date of this Agreement; provided that all such fees shall be payable on the Termination Date and any such fees accruing after the Termination Date shall be payable on demand. Any other fees payable to the Issuing Bank pursuant to this Section 3.05(b) shall be payable within ten 10 days after demand. All participation fees and fronting fees shall be computed on the basis of a year of 360 days, unless such computation would exceed the Highest Lawful Rate, in which case interest shall be computed on the basis of a year of 365 days (or 366 days in a leap year), and shall be payable for the actual number of days elapsed (including the first day but excluding the last day).

Letter of Credit Fees. The Borrower agrees to pay (i) to the Administrative Agent for the account of each Lender, Lender a participation fee with respect to its participations in Letters of Credit, which shall accrue at be equal to the same greater of $350 or the Applicable Margin used to determine the interest rate applicable to Eurodollar Loans on the average daily amount of such Lender’s 's LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the date of this Agreement Effective Date to but excluding the later of the date on which such Lender’s 's Commitment terminates and the date on which such Lender ceases to have any LC Exposure; provided that, if an Event of Default has occurred and is continuing during such period, the Letter of Credit participation fee shall increase by 2% per annum over the then applicable rate, (ii) to the Issuing Bank a fronting fee, which shall accrue at the rate of one-half of one percent (0.50%) 0.25% per annum on the average daily amount of the LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the date of this Agreement Effective Date to but excluding the later of the date of termination of the Commitments and the date on which there ceases to be any LC Exposure; provided that in no event shall such fee be less than $500 during any quarter, and (iii) to the Issuing Bank, for its own account, its standard fees with respect to the issuance, amendment, renewal or extension of any Letter of Credit or processing of drawings thereunder. Participation fees and fronting fees accrued through and including the last day of March, June, September and December of each year shall be payable on the third Business Day following such last day, commencing on the first such date to occur after the date of this AgreementEffective Date; provided that all such fees shall be payable on the Termination Date and any such fees accruing after the Termination Date shall be payable on demand. Any other fees payable to the Issuing Bank pursuant to this Section 3.05(b) shall be payable within ten 10 days after demand. All participation fees and fronting fees shall be computed on the basis of a year of 360 days, unless such computation would exceed the Highest Lawful Rate, in which case interest shall be computed on the basis of a year of 365 days (or 366 days in a leap year), and shall be payable for the actual number of days elapsed (including the first day but excluding the last day).

Letter of Credit Fees. The Borrower agrees to (a) Borrowers shall pay (ix) to the Administrative Agent Agent, for the account ratable benefit of Lenders holding Revolving Commitments, fees for each Lender, a participation fee with respect to its participations in Letters Letter of Credit, which shall accrue at the same Applicable Margin used to determine the interest rate applicable to Eurodollar Loans on the average daily amount of such Lender’s LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) during Credit for the period from and excluding the date of issuance of same to and including the date of this Agreement expiration or termination, equal to but excluding the later daily face amount of the date on which such Lender’s Commitment terminates and the date on which such Lender ceases to have any LC Exposure; provided that, if an Event of Default has occurred and is continuing during such period, the each outstanding Letter of Credit participation fee shall increase multiplied by 2% per annum over the then applicable rateApplicable Margin for Revolving Advances consisting of LIBOR Rate Loans, (ii) to the Issuing Bank a fronting fee, which shall accrue at the rate of one-half of one percent (0.50%) per annum on the average daily amount of the LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the date of this Agreement to but excluding the later of the date of termination of the Commitments and the date on which there ceases such fees to be any LC Exposure; provided that in no event shall such fee be less than $500 during any quarter, and (iii) to the Issuing Bank, for its own account, its standard fees with respect to the issuance, amendment, renewal or extension of any Letter of Credit or processing of drawings thereunder. Participation fees and fronting fees accrued through and including the last day of March, June, September and December of each year shall be payable on the third Business Day following such last day, commencing on the first such date to occur after the date of this Agreement; provided that all such fees shall be payable on the Termination Date and any such fees accruing after the Termination Date shall be payable on demand. Any other fees payable to the Issuing Bank pursuant to this Section 3.05(b) shall be payable within ten days after demand. All participation fees and fronting fees shall be computed calculated on the basis of a 360-day year of 360 days, unless such computation would exceed the Highest Lawful Rate, in which case interest shall be computed on the basis of a year of 365 days (or 366 days in a leap year), and shall be payable for the actual number of days elapsed (including and to be payable quarterly in arrears on the first day but of each calendar quarter and on the last day of the Term, and (y) to Issuer, a fronting fee of 0.125% per annum times the daily face amount of each outstanding Letter of Credit for the period from and excluding the date of issuance of same to and including the date of expiration or termination, to be payable quarterly in arrears on the first day of each calendar quarter and on the last dayday of the Term. (all of the foregoing fees, the “Letter of Credit Fees”). In addition, Borrowers shall pay to Agent, for the benefit of Issuer, any and all administrative, issuance, amendment, payment and negotiation charges with respect to Letters of Credit and all fees and expenses as agreed upon by Issuer and the Borrowing Agent in connection with any Letter of Credit, including in connection with the opening, amendment or renewal of any such Letter of Credit and any acceptances created thereunder, all such charges, fees and expenses, if any, to be payable on demand. All such charges shall be deemed earned in full on the date when the same are due and payable hereunder and shall not be subject to rebate or pro-ration upon the termination of this Agreement for any reason. Any such charge in effect at the time of a particular transaction shall be the charge for that transaction, notwithstanding any subsequent change in Issuer’s prevailing charges for that type of transaction. Upon and after the occurrence of an Event of Default, and during the continuation thereof, at the option of Agent or at the direction of Required Lenders (or, in the case of any Event of Default under Section 10.7, immediately and automatically upon the occurrence of any such Event of Default without the requirement of any affirmative action by any party), the Letter of Credit Fees described in clause (x) of this Section 3.2(a) shall be increased by an additional two percent (2.0%) per annum.

Letter of Credit Fees. The Borrower agrees to Borrowers shall pay (ix) to the Administrative Agent Agent, for the account ratable benefit of Lenders, fees for each Lender, a participation fee with respect to its participations in Letters Letter of Credit, which shall accrue at the same Applicable Margin used to determine the interest rate applicable to Eurodollar Loans on the average daily amount of such Lender’s LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) during Credit for the period from and excluding the date of issuance of same to and including the date of this Agreement expiration or termination, equal to but excluding the later average daily face amount of the date on which such Lender’s Commitment terminates and the date on which such Lender ceases to have any LC Exposure; provided that, if an Event of Default has occurred and is continuing during such period, the each outstanding Letter of Credit participation fee shall increase multiplied by 2% the Applicable Margin for Eurodollar Rate Loans then in effect per annum over the then applicable rateannum, (ii) to the Issuing Bank a fronting fee, which shall accrue at the rate of one-half of one percent (0.50%) per annum on the average daily amount of the LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the date of this Agreement to but excluding the later of the date of termination of the Commitments and the date on which there ceases such fees to be any LC Exposure; provided that in no event shall such fee be less than $500 during any quarter, and (iii) to the Issuing Bank, for its own account, its standard fees with respect to the issuance, amendment, renewal or extension of any Letter of Credit or processing of drawings thereunder. Participation fees and fronting fees accrued through and including the last day of March, June, September and December of each year shall be payable on the third Business Day following such last day, commencing on the first such date to occur after the date of this Agreement; provided that all such fees shall be payable on the Termination Date and any such fees accruing after the Termination Date shall be payable on demand. Any other fees payable to the Issuing Bank pursuant to this Section 3.05(b) shall be payable within ten days after demand. All participation fees and fronting fees shall be computed calculated on the basis of a 360-day year of 360 days, unless such computation would exceed the Highest Lawful Rate, in which case interest shall be computed on the basis of a year of 365 days (or 366 days in a leap year), and shall be payable for the actual number of days elapsed (including and to be payable quarterly in arrears on the first day but excluding of each quarter and on the last dayday of the Term, and (y) to the Issuer, a fronting fee of one quarter of one percent (0.25%) per annum, together with any and all administrative, issuance, amendment, payment and negotiation charges with respect to Letters of Credit and all fees and expenses as agreed upon by the Issuer and the Borrowing Agent in connection with any Letter of Credit, including in connection with the opening, amendment or renewal of any such Letter of Credit and any acceptances created thereunder and shall reimburse Agent for any and all fees and expenses, if any, paid by Agent to the Issuer (all of the foregoing fees, the “Letter of Credit Fees”). All such charges shall be deemed earned in full on the date when the same are due and payable hereunder and shall not be subject to rebate or pro-ration upon the termination of this Agreement for any reason. Any such charge in effect at the time of a particular transaction shall be the charge for that transaction, notwithstanding any subsequent change in the Issuer’s prevailing charges for that type of transaction. All Letter of Credit Fees and Acceptance Fees payable hereunder shall be deemed earned in full on the date when the same are due and payable hereunder and shall not be subject to rebate or pro-ration upon the termination of this Agreement for any reason. Upon and after the occurrence of an Event of Default, and during the continuation thereof, at the option of Agent or at the direction of Required Lenders, the Letter of Credit Fees described in clause (x) of this Section 3.2 shall be increased by an additional two percent (2%) per annum.

Letter of Credit Fees. The Borrower agrees to pay (i) to the Administrative Agent for the account of each Lender, Lender a participation fee with respect to its participations in Letters of Credit, which shall accrue at the same Applicable Margin used to determine the interest rate applicable to Eurodollar Loans on the average daily amount of such Lender’s LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the date of this Agreement to but excluding the later of the date on which such Lender’s Commitment terminates and the date on which such Lender ceases to have any LC Exposure; provided that, if Exposure (during the continuation of an Event of Default has occurred and is continuing during Default, such period, the Letter of Credit participation fee shall increase by 2% per annum over the then applicable rate), (ii) to the Issuing Bank a fronting fee, which shall accrue at the rate of one-half of one percent (0.50%) 0.125% per annum on the average daily amount of the LC Exposure attributable to such Issuing Bank (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the date of this Agreement to but excluding the later of the date of termination of the Commitments and the date on which there ceases to be any LC Exposure; Exposure attributable to such Issuing Bank, provided that in no event shall any such fee for any such Issuing Bank be less than $500 during any quartercalendar year, and (iii) to the Issuing Bank, for its own account, its standard fees with respect to the issuance, amendment, renewal or extension of any Letter of Credit or processing of drawings thereunder. Participation fees and fronting fees accrued through and including the last day of March, June, September and December of each year shall be payable on the third Business Day following such last day, commencing on the first such date to occur after the date of this Agreement; provided that all such fees shall be payable on the Termination Date and any such fees accruing after the Termination Date shall be payable on demand. Any other fees payable to the Issuing Bank pursuant to this Section 3.05(b) shall be payable within ten 10 days after demand. All participation fees and fronting fees shall be computed on the basis of a year of 360 days, unless such computation would exceed the Highest Lawful Rate, in which case interest shall be computed on the basis of a year of 365 days (or 366 days in a leap year), and shall be payable for the actual number of days elapsed (including the first day but excluding the last day).

Letter of Credit Fees. The Borrower Company agrees to pay (i) to the Administrative Agent for the account of each Lender, Bank a participation fee with respect to its participations in Letters of CreditCredit (the "LC PARTICIPATION FEE"), which shall accrue at the same Applicable Margin used to determine the interest rate applicable to Eurodollar Loans Revolving Credit Loans, on the average daily amount of such Lender’s Bank's LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the date of this Agreement Effective Date to but excluding the later of the date on which such Lender’s Bank's Revolving Credit Commitment terminates and the date on which such Lender Bank ceases to have any LC Exposure; provided that, if an Event of Default has occurred and is continuing during such period, the Letter of Credit participation fee shall increase by 2% per annum over the then applicable rate, (ii) to the Issuing Bank a fronting fee, which shall accrue at the rate of one-half of one percent (0.50%) 0.125% per annum on the average daily amount of the LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the date of this Agreement Effective Date to but excluding the later of the date of termination of the Revolving Credit Commitments and the date on which there ceases to be any LC Exposure; provided that in no event shall such fee be less than $500 during any quarter, and (iii) to as well as the Issuing Bank, for its own account, its 's standard fees with respect to the issuance, amendment, renewal or extension of any Letter of Credit or processing of drawings thereunderthereunder (the fees provided for in this clause (ii) being collectively referred to as the "ISSUING BANK FEES"). Participation Accrued participation fees and fronting fees accrued through and including the last day of March, June, September and December of each year shall be payable on the third Business Day following such last dayeach March 31, commencing on June 30, September 30 and December 31 (the first such date payment to occur after the date of this Agreementbe made on June 30, 2004); provided PROVIDED that all such fees shall be payable on the Termination Date date on which the Revolving Credit Commitments terminate and any such fees accruing after the Termination Date date on which the Revolving Credit Commitments terminate shall be payable on demand. Any other fees payable to the Issuing Bank pursuant to this Section 3.05(b) shall be payable within ten days after demand. All participation fees and fronting fees shall be computed on the basis of a year of 360 days, unless such computation would exceed the Highest Lawful Rate, in which case interest shall be computed on the basis of a year of 365 days (or 366 days in a leap year), and shall be payable for the actual number of days elapsed (including the first day but excluding the last day).

Letter of Credit Fees. (a) The Borrower agrees to Company shall pay (i) to the Administrative Agent for the account of each Lender, of the Banks a participation letter of credit fee with respect to its participations in Standby Letters of Credit equal to the L/C Fee Percentage of the average daily maximum amount available to be drawn of the outstanding Standby Letters of Credit, which shall accrue at the same Applicable Margin used to determine the interest rate applicable to Eurodollar Loans computed on a quarterly basis in arrears on the average daily amount last Business Day of such Lender’s LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the date of this Agreement to but excluding the later of the date on which such Lender’s Commitment terminates and the date on which such Lender ceases to have any LC Exposure; provided that, if an Event of Default has occurred and is continuing during such period, the Letter each calendar quarter based upon Standby Letters of Credit participation fee outstanding for that quarter as calculated by the Agent. Such letter of credit fees shall increase by 2% per annum over the then applicable rate, (ii) to the Issuing Bank a fronting fee, which shall accrue at the rate of one-half of one percent (0.50%) per annum be due and payable quarterly in arrears on the average daily amount last Business Day of the LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) each calendar quarter during the period from and including the date of this Agreement to but excluding the later of the date of termination of the Commitments and the date on which there ceases to be any LC Exposure; provided that in no event shall such fee be less than $500 during any quarter, and (iii) to the Issuing Bank, for its own account, its standard fees with respect to the issuance, amendment, renewal or extension of any Letter Letters of Credit or processing of drawings thereunder. Participation fees and fronting fees accrued through and including the last day of March, June, September and December of each year shall be payable on the third Business Day following such last dayare outstanding, commencing on the first such quarterly date to occur after the Closing Date, through the Facility A Revolving Termination Date (or such later date upon which the outstanding Standby Letters of this Agreement; provided that all such fees Credit shall expire), with the final payment to be payable made on the Facility A Revolving Termination Date and any (or such fees accruing after the Termination Date later expiration date). (b) The Company shall be payable on demand. Any other fees payable pay to the Issuing Bank pursuant for its own account a letter of credit fronting fee for each Standby Letter of Credit Issued by the Issuing Bank, computed for the period between the date of Issuance of such Standby Letter of Credit to this Section 3.05(b) the expiration date thereof, in an amount equal to 0.125% per annum of the face amount of such Standby Letter of Credit. Such Standby Letter of Credit fronting fee shall be due and payable within ten days after demand. All participation fees and fronting fees shall be computed on the basis each date of Issuance of a year Standby Letter of 360 days, unless such computation would exceed the Highest Lawful Rate, in which case interest shall be computed on the basis of a year of 365 days (or 366 days in a leap year)Credit, and shall be payable fully earned upon the submission of a request for a Letter of Credit, regardless of whether such request is later revoked or withdrawn. (c) With respect to Standby Letters of Credit, the actual number Company shall pay to the Issuing Bank from time to time on demand the normal issuance, presentation, amendment and other processing fees, and other standard costs and charges of days elapsed (including the first day but excluding Issuing Bank relating to standby letters of credit as from time to time in effect. With respect to Commercial Letters of Credit, the last day).Company shall pay to the Issuing Bank from time to time on demand such presentation, amendment and other processing fees, and other standard costs and charges of the Issuing Bank relating to commercial letters of credit as the Company and the Issuing Bank may from time to time agree. 3.9

Letter of Credit Fees. The Borrower agrees to US-Canada Borrowers shall pay (ix) to the Administrative Agent Agent, for the account ratable benefit of US-Canada Lenders holding US-Canada Revolving Commitments, fees in Dollars for each Lender, a participation fee with respect to its participations in Letters US-Canada Letter of Credit, which shall accrue at the same Applicable Margin used to determine the interest rate applicable to Eurodollar Loans on the average daily amount of such Lender’s LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) during Credit for the period from and excluding the date of issuance of same to and including the date of this Agreement expiration or termination, equal to but excluding the later of the date on which such Lender’s Commitment terminates and the date on which such Lender ceases to have any LC Exposure; provided that, if an Event of Default has occurred and is continuing during such period, the Letter of Credit participation fee shall increase by 2% per annum over the then applicable rate, (ii) to the Issuing Bank a fronting fee, which shall accrue at the rate of one-half of one percent (0.50%) per annum on the average daily amount of the LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the date of this Agreement to but excluding the later of the date of termination of the Commitments and the date on which there ceases available to be any LC Exposure; provided that in no event shall such fee be less than $500 during any quarter, and (iii) to the Issuing Bank, for its own account, its standard fees with respect to the issuance, amendment, renewal or extension of any drawn on each outstanding US-Canada Letter of Credit or processing multiplied by the US-Canada Applicable Margin for US-Canada Revolving Advances consisting of drawings thereunder. Participation fees and fronting fees accrued through and including the last day of MarchTerm SOFR Rate Loans, June, September and December of each year shall be payable on the third Business Day following such last day, commencing on the first such date to occur after the date of this Agreement; provided that all such fees shall to be payable on the Termination Date and any such fees accruing after the Termination Date shall be payable on demand. Any other fees payable to the Issuing Bank pursuant to this Section 3.05(b) shall be payable within ten days after demand. All participation fees and fronting fees shall be computed calculated on the basis of a 360-day year of 360 days, unless such computation would exceed the Highest Lawful Rate, in which case interest shall be computed on the basis of a year of 365 days (or 366 days in a leap year), and shall be payable for the actual number of days elapsed (including and to be payable quarterly in arrears on the first day but of each calendar quarter and on the last day of the Term, and (y) to the applicable Issuer, a fronting fee (in Dollars) of one quarter of one percent (0.25%) per annum times the average daily amount available to be drawn of each outstanding Letter of Credit US-Canada Letter of Credit for the period from and excluding the date of issuance of same to and including the date of expiration or termination, to be payable quarterly in arrears on the first day of each calendar quarter and on the last dayday of the Term (the “US-Canada Letter of Credit Fees”). In addition, US-Canada Borrowers shall pay to Agent, for the benefit of the applicable Issuer, any and all administrative, issuance, amendment, payment and negotiation charges with respect to US-Canada Letters of Credit and all fees and expenses as agreed upon by such Issuer and the Borrowing Agent in connection with any US-Canada Letter of Credit, including in connection with the opening, amendment or renewal of any such US-Canada Letter of Credit and any acceptances created thereunder, all such charges, fees and expenses, if any, to be payable on demand. All such charges shall be deemed earned in full on the date when the same are due and payable hereunder and shall not be subject to rebate or pro-ration upon the termination of this Agreement for any reason. Any such charge in effect at the time of a particular transaction shall be the charge for that transaction, notwithstanding any subsequent change in the applicable Issuer’s prevailing charges for that type of transaction. Upon and after the occurrence of an Event of Default, and during the continuation thereof, at the option of Agent or at the direction of US-Canada Required Lenders (or, in the case of any Event of Default under Section 10.7, immediately and automatically upon the occurrence of any such Event of Default without the requirement of any affirmative action by any party), the Letter of Credit Fees described in clause (i)(x) and (ii)(x) of the first sentence of this Section 3.2(a) shall be increased by an additional two percent (2.0%) per annum.

Letter of Credit Fees. The Borrower agrees to pay (i) to the Administrative Agent for the account of each Lender, Lender a participation fee with respect to its participations in Letters of Credit, which shall accrue at a rate per annum equal to the same Applicable Margin used to determine the interest rate applicable to Eurodollar interest on Eurocurrency Loans (or, if such Letter of Credit is denominated in GBP, RFR Loans) on the average daily amount of such Lender’s LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the date of this Agreement Effective Date to but excluding the later of the date on which such Lender’s Commitment of the applicable Class terminates and the date on which such Lender ceases to have any LC Exposure; provided thatExposure of such Class, if an Event of Default has occurred and is continuing during such period, the Letter of Credit participation fee shall increase by 2% per annum over the then applicable rate, (ii) to the each Issuing Bank a fronting fee, which shall accrue at the rate of one-half of one percent (0.50%) 0.25% per annum on the average daily amount of the LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) applicable to Letters of Credit issued by such Issuing Bank during the period from and including the date of this Agreement Effective Date to but excluding the later of the date of termination of the Commitments and the date on which there ceases to be any LC Exposure; provided that in no event shall such fee be less than $500 during any quarter, and (iii) to the as well as each Issuing Bank, for its own account, its ’s standard fees with respect to the issuance, amendment, renewal or extension of any Letter of Credit or processing of drawings thereunder. Participation fees and fronting fees accrued through and including each Quarterly Date shall be payable in arrears on the last day sixth (6th) Business Day following such Quarterly Date, commencing on June 30, 2021; provided that, all such fees with respect to the Letters of March, June, September and December of each year Credit shall be payable on the third Business Day following date on which the Commitments of the applicable Class terminate (the “termination date”), the Borrower shall pay any such last day, commencing fees that have accrued and that are unpaid on the first termination date and, in the event any Letters of Credit shall be outstanding that have expiration dates after the termination date, the Borrower shall prepay on the termination date the full amount of the participation and fronting fees that will accrue on such Letters of Credit subsequent to the termination date through but not including the date such outstanding Letters of Credit are scheduled to occur expire (and in that connection, the Lenders agree not later than the date two (2) Business Days after the date upon which the last such Letter of this Agreement; provided Credit shall expire or be terminated to rebate to the Borrower the excess, if any, of the aggregate participation and fronting fees that all have been prepaid by the Borrower over the amount of such fees shall be payable on that ultimately accrue through the Termination Date and any date of such fees accruing after the Termination Date shall be payable on demandexpiration or termination). Any other fees payable to the Issuing Bank Banks pursuant to this Section 3.05(b) paragraph shall be payable within ten days (10) Business Days after demand. All participation fees and fronting fees shall be computed on the basis of a year of 360 days, unless such computation would exceed the Highest Lawful Rate, in which case interest shall be computed on the basis of a year of 365 three hundred sixty (360) days (or 366 days in a leap year), and shall be payable for the actual number of days elapsed (including the first day but excluding the last day).

Letter of Credit Fees. The Borrower agrees to Borrowers shall pay (ix) to the Administrative Agent for the account of each Lender, a participation fee with respect to its participations in Letters fees for each Letter of Credit, which shall accrue at the same Applicable Margin used to determine the interest rate applicable to Eurodollar Loans on the average daily amount of such Lender’s LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) during Credit for the period from and excluding the date of issuance of same to and including the date of this Agreement expiration or termination, equal to but excluding the later average daily face amount of the date on which such Lender’s Commitment terminates and the date on which such Lender ceases to have any LC Exposure; provided that, if an Event of Default has occurred and is continuing during such period, the each outstanding Letter of Credit participation fee shall increase multiplied by 2% per annum over the then applicable rate, (ii) to the Issuing Bank a fronting fee, which shall accrue at the rate of two and one-half of one quarter percent (0.502.25%) per annum on the average daily amount of the LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the date of this Agreement to but excluding the later of the date of termination of the Commitments and the date on which there ceases annum, such fees to be any LC Exposure; provided that in no event shall such fee be less than $500 during any quarter, and (iii) to the Issuing Bank, for its own account, its standard fees with respect to the issuance, amendment, renewal or extension of any Letter of Credit or processing of drawings thereunder. Participation fees and fronting fees accrued through and including the last day of March, June, September and December of each year shall be payable on the third Business Day following such last day, commencing on the first such date to occur after the date of this Agreement; provided that all such fees shall be payable on the Termination Date and any such fees accruing after the Termination Date shall be payable on demand. Any other fees payable to the Issuing Bank pursuant to this Section 3.05(b) shall be payable within ten days after demand. All participation fees and fronting fees shall be computed calculated on the basis of a 360-day year of 360 days, unless such computation would exceed the Highest Lawful Rate, in which case interest shall be computed on the basis of a year of 365 days (or 366 days in a leap year), and shall be payable for the actual number of days elapsed (including and to be payable monthly in arrears on the first day but excluding of each month and on the last day)day of the Term and (y) to the Issuer, any and all fees and expenses as agreed upon by the Issuer and Borrowers in connection with any Letter of Credit, including, without limitation, in connection with the opening, amendment or renewal of any such Letter of Credit and any acceptances created thereunder and shall reimburse Lender for any and all fees and expenses, if any, paid by Lender to the Issuer (all of the foregoing fees, the "Letter of Credit Fees") in accordance with Schedule 5(b)(v) for standard items. All such charges shall be deemed earned in full on the date when the same are due and payable hereunder and shall not be subject to rebate or proration upon the termination of this Agreement for any reason. Any such charge in effect at the time of a particular transaction shall be the charge for that transaction, notwithstanding any subsequent change in the Issuer's prevailing charges for that type of transaction. All Letter of Credit Fees payable hereunder shall be deemed earned in full on the date when the same are due and payable hereunder and shall not be subject to rebate or proration upon the termination of this Agreement for any reason. On demand following an Event of Default, Borrowers will cause cash to be deposited and maintained in an account with Lender, as cash collateral, in an amount equal to one hundred and five percent (105%) of the outstanding Letters of Credit, and each Borrower hereby irrevocably authorizes Lender, in its discretion, on such Borrower's behalf and in such Borrower's name, to open such an account and to make and maintain deposits therein, or in an account opened by such Borrower, in the amounts required to be made by such Borrower, out of the proceeds of Receivables or other Collateral or out of any other funds of Borrowers coming into Lender's possession at any time. Lender will invest such cash collateral (less applicable reserves) in such short-term money-market items as to which Lender and Borrowers mutually agree and the net return on such investments shall be credited to such account and constitute additional cash collateral. Borrowers may not withdraw amounts credited to any such account except upon payment and performance in full of all Obligations and termination of this Agreement.

Letter of Credit Fees. The Borrower agrees to pay (i) to the Administrative Agent for the account of each Lender, Lender a participation fee with respect to its participations in Letters of Credit, which shall accrue at the same Applicable Margin used to determine the interest rate applicable to Eurodollar Loans on the average daily amount of such Lender’s LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the date of this Agreement to but excluding the later of the date on which such Lender’s Commitment terminates and the date on which such Lender ceases to have any LC Exposure; provided that, if an Event of Default has occurred and is continuing during such period, the Letter of Credit participation fee shall increase by 2% per annum over the then applicable rate, (ii) to the applicable Issuing Bank a fronting fee, which shall accrue at the rate of one-half one eighth of one percent (0.500.125%) per annum on the average daily amount of the LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the date of this Agreement to but excluding the later of the date of termination of the Commitments and the date on which there ceases to be any LC Exposure; provided that in no event shall such fee be less than $500 during any quarter, and (iii) to the applicable Issuing Bank, for its own account, its standard fees with respect to the issuance, amendment, renewal or extension of any Letter of Credit or processing of drawings thereunder. Participation fees and fronting fees accrued through and including the last day of March, June, September and December of each year shall be payable on the third Business Day following such last day, commencing on the first such date to occur after the date of this Agreement; provided that all such fees shall be payable on the Termination Maturity Date and any such fees accruing after the Termination Maturity Date shall be payable on demand. Any other fees payable to the applicable Issuing Bank pursuant to this Section 3.05(b) shall be payable within ten thirty (30) days after demand. All participation fees and fronting fees shall be computed on the basis of a year of 360 three hundred sixty (360) days, unless such computation would exceed the Highest Lawful Rate, in which case interest shall be computed on the basis of a year of 365 three hundred sixty-five (365) days (or 366 three hundred sixty-six (366) days in a leap year), and shall be payable for the actual number of days elapsed (including the first day but excluding the last day).

Letter of Credit Fees. The Borrower agrees to Borrowers shall pay (ix) to the Administrative Agent Agent, for the account ratable benefit of Lenders holding Revolving Commitments, fees for each Lender, a participation fee with respect to its participations in Letters Letter of Credit, which shall accrue at the same Applicable Margin used to determine the interest rate applicable to Eurodollar Loans on the average daily amount of such Lender’s LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) during Credit for the period from and excluding the date of issuance of same to and including the date of this Agreement expiration or termination, equal to but excluding the later average daily face amount of the date on which such Lender’s Commitment terminates and the date on which such Lender ceases to have any LC Exposure; provided that, if an Event of Default has occurred and is continuing during such period, the each outstanding Letter of Credit participation fee shall increase multiplied by 2% per annum over the then applicable rateApplicable Margin plus the SOFR Adjustment for Revolving Advances consisting of Term SOFR Rate Loans, (ii) to the Issuing Bank a fronting fee, which shall accrue at the rate of one-half of one percent (0.50%) per annum on the average daily amount of the LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the date of this Agreement to but excluding the later of the date of termination of the Commitments and the date on which there ceases such fees to be any LC Exposure; provided that in no event shall such fee be less than $500 during any quarter, and (iii) to the Issuing Bank, for its own account, its standard fees with respect to the issuance, amendment, renewal or extension of any Letter of Credit or processing of drawings thereunder. Participation fees and fronting fees accrued through and including the last day of March, June, September and December of each year shall be payable on the third Business Day following such last day, commencing on the first such date to occur after the date of this Agreement; provided that all such fees shall be payable on the Termination Date and any such fees accruing after the Termination Date shall be payable on demand. Any other fees payable to the Issuing Bank pursuant to this Section 3.05(b) shall be payable within ten days after demand. All participation fees and fronting fees shall be computed calculated on the basis of a 360-day year of 360 days, unless such computation would exceed the Highest Lawful Rate, in which case interest shall be computed on the basis of a year of 365 days (or 366 days in a leap year), and shall be payable for the actual number of days elapsed and to be payable quarterly in arrears on the first (1st) day of each calendar quarter and on the last day of the Term, and (y) to Issuer, a fronting fee of one-eighth of one percent (0.125%) (or such other amount as is agreed to by Issuer and Borrower and approved by Agent) per annum times the average daily face amount of each outstanding Letter of Credit for the period from and excluding the date of issuance of same to and including the date of expiration or termination, to be payable quarterly in arrears on the first (1st) day but excluding of each calendar quarter and on the last dayday of the Term (all of the foregoing fees, the "Letter of Credit Fees"). In addition, Borrowers shall pay to Agent, for the benefit of Issuer, any and all administrative, issuance, amendment, payment and negotiation charges with respect to Letters of Credit and all fees and expenses as agreed upon by Issuer and the Borrowing Agent in connection with any Letter of Credit, including in connection with the opening, amendment or renewal of any such Letter of Credit and any acceptances created thereunder, all such charges, fees and expenses, if any, to be payable on demand. All such charges shall be deemed earned in full on the date when the same are due and payable hereunder and shall not be subject to rebate or pro-ration upon the termination of this Agreement for any reason. Any such charge in effect at the time of a particular transaction shall be the charge for that transaction, notwithstanding any subsequent change in Issuer's prevailing charges for that type of transaction. Upon and after the occurrence of an Event of Default, and during the continuation thereof, at the direction of Required Lenders (or, in the case of any Event of Default under Section 10.7, immediately and automatically upon the occurrence of any such Event of Default without the requirement of any affirmative action by any party), the Letter of Credit Fees described in clause (x) of this Section 3.2(a) shall be increased by an additional two percent (2.00%) per annum. At any time following the occurrence and during the continuation of an Event of Default, at the direction of Required Lenders (or, in the case of any Event of Default under Section 10.7, immediately and automatically upon the occurrence of such Event of Default, without the requirement of any affirmative action by any party), or upon the expiration of the Term or any other termination of this Agreement (and also, if applicable, in connection with any mandatory prepayment under Section 2.20), Borrowers shall Cash Collateralize all outstanding Letters of Credit, and each Borrower hereby irrevocably authorizes Agent, in its discretion, on such Xxxxxxxx's behalf and in such Borrower's name, to open such an account and to make and maintain deposits therein, or in an account opened by such Borrower, in the amounts required to be made by such Borrower, out of the proceeds of Receivables or other Collateral or out of any other funds of such Borrower coming into any Xxxxxx's possession at any time. Agent may, in its discretion, invest such Cash Collateral (less applicable reserves) in such short-term money-market items as to which Agent and such Borrower mutually agree (or, in the absence of such agreement, as Agent may reasonably select) and the net return on such investments shall be credited to such account and constitute additional Cash Collateral, or Agent may (notwithstanding the foregoing) establish the account provided for under this Section 3.2(b) as a non-interest bearing account and in such case Agent shall have no obligation (and Borrowers hereby waive any claim) under Article 9 of the Uniform Commercial Code or under any other Applicable Law to pay interest on such Cash Collateral being held by Agent. No Borrower may withdraw amounts credited to any such account except upon the occurrence of (1) the cure or waiver of all Events of Default which resulted in the requirement to Cash Collateralize, or (2) all of the following: (x) payment and performance in full of all Obligations; (y) expiration of all Letters of Credit; and (z) termination of this Agreement. Borrowers hereby assign, pledge and grant to Agent, for its benefit and the ratable benefit of Issuer, Lenders and each other Secured Party, a continuing security interest in and to and Lien on any such Cash Collateral and any right, title and interest of Borrowers in any deposit account, securities account or investment account into which such Cash Collateral may be deposited from time to time to secure the Obligations, specifically including all Obligations with respect to any Letters of Credit. Borrowers agree that upon the coming due of any Reimbursement Obligations (or any other Obligations, including Obligations for Letter of Credit Fees) with respect to the Letters of Credit, Agent may use such Cash Collateral to pay and satisfy such Obligations.

Letter of Credit Fees. The Borrower agrees Borrowers will jointly and severally pay to pay LC Issuer for its own account, with respect to each Letter of Credit, a fronting fee (i"Fronting Fee") equal to 0.125% of the Administrative face amount of each such Letter of Credit and to Agent for the account of each Lender, the Revolving Credit Lenders (ratably in accordance with their respective Revolving Credit Commitment Percentages) a participation fee with respect ("LOC Fee") equal to its participations in Letters of Credit, which shall accrue at the same then Applicable Margin used to determine the interest rate applicable to Eurodollar Loans LOC Fee on the average daily amount available to be drawn under each Letter of such Lender’s LC Exposure (excluding any portion thereof attributable Credit from, and including, the issuance date of the Letter of Credit to unreimbursed LC Disbursements) during the period from and including the expiry date of this Agreement to but excluding the later of thereof (or, if earlier, the date on which such Lender’s Commitment terminates and the date on which such Lender ceases to have any LC Exposure; provided that, if an Event of Default has occurred and is continuing during such period, the Letter of Credit participation fee shall increase is returned to LC Issuer and is cancelled). In addition, Borrowers will pay to LC Issuer, on its demand for payment, LC Issuer's then current issuance, opening, closing, transfer, amendment, draw, renewal, negotiation and other letter of credit administration fees, charges and out of pocket expenses with respect to each Letter of Credit. The Fronting Fee is fully earned by 2% per annum over LC Issuer when paid and will be due and payable upon issuance of each Letter of Credit. The LOC Fee is fully earned by Agent for the then applicable rate, benefit of the Lenders when paid and will be due and payable (iia) to the Issuing Bank a fronting fee, which shall accrue at the rate of one-half of one percent (0.50%) per annum in advance on the average daily issuance of each Commercial Letter of Credit and (b) in respect of each Standby Letter Credit, monthly in arrears based on the amount available to be drawn under each Standby Letter of Credit during the previous calendar month, payable on the first (1st) day of each calendar month, commencing with the first calendar month occurring after the calendar month in which the Standby Letter of Credit is issued, and on the date the Obligations (other than contingent Obligations relating to indemnities that survive repayment of the LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from Loans and including the date of this Agreement to but excluding the later of the date of termination of the Commitments and the date on which there ceases to be any LC Exposure; provided that in Commitments, so long as no event shall such fee be less than $500 during any quarter, and (iii) to the Issuing Bank, for its own account, its standard fees claim has been asserted with respect to the issuance, amendment, renewal or extension of any Letter such contingent Obligation) are fully paid and satisfied (and all Letters of Credit or processing of drawings thereunder. Participation fees have been cancelled and fronting fees accrued through and including the last day of March, June, September and December of each year shall be payable on the third Business Day following such last day, commencing on the first such date to occur after the date of this Agreement; provided that all such fees shall be payable on the Termination Date and any such fees accruing after the Termination Date shall be payable on demand. Any other fees payable returned to the Issuing Bank pursuant to this Section 3.05(bLC Issuer) shall and the Commitments are terminated. The LOC Fee will be payable within ten days after demand. All participation fees and fronting fees shall be computed calculated on the basis of a year of 360 days, unless such computation would exceed the Highest Lawful Rate, in which case interest shall be computed on the basis of a year of 365 days (or 366 days in a leap year), and shall be payable for the actual number of days elapsed (including in a 360-day year. If any Letter of Credit is cancelled for any reason before the first day but excluding stated expiry date thereof, any LOC Fee paid in advance will not be refunded and will be retained by Agent and the last day)Lenders solely for their account.

Letter of Credit Fees. The Borrower agrees to pay (i) to the Administrative Agent for the account of each Lender, Lender a participation fee with respect to its participations in Letters of Credit, which shall accrue at a rate per annum equal to the same Applicable Margin used to determine the interest rate applicable to Eurodollar interest on Term Benchmark Loans (or, if such Letter of Credit is denominated in GBP, RFR Loans) on the average daily maximum amount of such Lender’s LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the date of this Agreement Effective Date to but excluding the later of the date on which such LenderXxxxxx’s Commitment of the applicable Class terminates and the date on which such Lender ceases to have any LC Exposure; provided thatExposure of such Class, if an Event of Default has occurred and is continuing during such period, the Letter of Credit participation fee shall increase by 2% per annum over the then applicable rate, (ii) to the each Issuing Bank a fronting fee, which shall accrue at the rate of one-half of one percent (0.50%) 0.25% per annum on the average daily maximum amount of the LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) applicable to Letters of Credit issued by such Issuing Bank during the period from and including the date of this Agreement Effective Date to but excluding the later of the date of termination of the Commitments and the date on which there ceases to be any LC Exposure; provided that in no event shall such fee be less than $500 during any quarter, and (iii) to the as well as each Issuing Bank, for its own account, its ’s standard fees with respect to the issuance, amendment, renewal or extension of any Letter of Credit or processing of drawings thereunder. Participation fees and fronting fees accrued through and including each Quarterly Date shall be payable in arrears on the last day sixth (6th) Business Day following such Quarterly Date, commencing on June 30, 2023; provided that, all such fees with respect to the Letters of March, June, September and December of each year Credit shall be payable on the third Business Day following date on which the Commitments of the applicable Class terminate (the “termination date”), the Borrower shall pay any such last day, commencing fees that have accrued and that are unpaid on the first termination date and, in the event any Letters of Credit shall be outstanding that have expiration dates after the termination date, the Borrower shall prepay on the termination date the full amount of the participation and fronting fees that will accrue on such Letters of Credit subsequent to the termination date through but not including the date such outstanding Letters of Credit are scheduled to occur expire (and in that connection, the Lenders agree not later than the date two (2) Business Days after the date upon which the last such Letter of this Agreement; provided Credit shall expire or be terminated to rebate to the Borrower the excess, if any, of the aggregate participation and fronting fees that all have been prepaid by the Borrower over the amount of such fees shall be payable on that ultimately accrue through the Termination Date and any date of such fees accruing after the Termination Date shall be payable on demandexpiration or termination). Any other fees payable to the Issuing Bank Banks pursuant to this Section 3.05(b) paragraph shall be payable within ten days (10) Business Days after demand. All participation fees and fronting fees shall be computed on the basis of a year of 360 days, unless such computation would exceed the Highest Lawful Rate, in which case interest shall be computed on the basis of a year of 365 three hundred sixty (360) days (or 366 days in a leap year), and shall be payable for the actual number of days elapsed (including the first day but excluding the last day).

Letter of Credit Fees. The Borrower agrees to will pay (i) to the Administrative Agent for the account of each Lender who holds a Revolving Commitment a letter of credit fee on such Lender, a participation fee 's Commitment Percentage (calculated with respect to its participations in the Revolving Commitments only) of the daily average amount available for drawings under the Letters of Credit, which shall accrue at the same Applicable Margin used such letter of credit fee (i) to determine the interest rate applicable to Eurodollar Loans be paid in arrears on the average daily amount of such Lender’s LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including first Quarterly Payment Date occurring after the date of this Agreement to but excluding the later issuance of the date on which such Lender’s Commitment terminates and the date on which such Lender ceases to have any LC Exposure; provided that, if an Event of Default has occurred and is continuing during such period, the first Letter of Credit participation fee shall increase by 2% per annum over and on each Quarterly Payment Date thereafter until the then applicable rate, date of expiration or termination of all Letters of Credit and (ii) to the Issuing Bank be calculated at a fronting fee, which shall accrue at the rate of one-half of one percent (0.50%) per annum on the average daily amount of the LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the date of this Agreement to but excluding the later of the date of termination of the Commitments and the date on which there ceases to be any LC Exposure; provided that in no event shall such fee be less than $500 during any quarter, and (iii) equal to the Issuing Bank, for its own account, its standard fees with respect Libor Rate Margin applicable to the issuance, amendment, renewal or extension of any Letter of Credit or processing of drawings thereunder. Participation fees and fronting fees accrued through and including the last day of March, June, September and December of each year shall be payable on the third Business Day following such last day, commencing on the first such date to occur after the date of this Agreement; provided that all such fees shall be payable on the Termination Date and any such fees accruing after the Termination Date shall be payable on demand. Any other fees payable to the Issuing Bank pursuant to this Section 3.05(b) shall be payable within ten days after demand. All participation fees and fronting fees shall be computed Revolving Loans on the basis of a year of 360 days, unless such computation would exceed the Highest Lawful Rate, in which case interest shall be computed on the basis of a year of 365 days (or 366 days in a leap year), and shall be payable for the actual number of days elapsed (including the first day but excluding the last day); provided, however, that for documentary letters of credit such letter of credit fee shall be calculated based on 50% of such Libor Rate Margin. After receiving any payment of any letter of credit fees under this clause (c), the Administrative Agent will promptly pay to each Lender that holds a Revolving Commitment the letter of credit fees then due such Lender. The Borrower will also pay to the Fronting Bank for its account only a fronting fee on the daily average amount available to be drawn under all outstanding Letters of Credit, such fronting fee (i) to be paid in arrears on the first Quarterly Payment Date occurring after the date of the issuance of the first Letter of Credit and on each Quarterly Payment Date thereafter until the date of expiration or termination of all Letters of Credit and (ii) to be calculated at a rate per annum equal to one-eighth of one percent (.125%) on the basis of a year of 360 days and the actual number of days elapsed (including the first day but excluding the last day). The Borrower will also pay to the Fronting Bank, for its account only, all customary fees for amendments to and processing of the Letters of Credit.

Letter of Credit Fees. The Borrower agrees to Borrowers shall pay (ix) to the Administrative Agent Agent, for the account ratable benefit of Revolving Lenders, fees for each Lender, a participation fee with respect to its participations in Letters Letter of Credit, which shall accrue at the same Applicable Margin used to determine the interest rate applicable to Eurodollar Loans on the average daily amount of such Lender’s LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) during Credit for the period from and excluding the date of issuance of same to and including the date of this Agreement expiration or termination, equal to but excluding the later average daily face amount of the date on which such Lender’s Commitment terminates and the date on which such Lender ceases to have any LC Exposure; provided that, if an Event of Default has occurred and is continuing during such period, the each outstanding Letter of Credit participation fee shall increase multiplied by 2% per annum over the then applicable rateApplicable Margin for Revolving Advances consisting of LIBOR Rate Loans, (ii) to the Issuing Bank a fronting fee, which shall accrue at the rate of one-half of one percent (0.50%) per annum on the average daily amount of the LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the date of this Agreement to but excluding the later of the date of termination of the Commitments and the date on which there ceases such fees to be any LC Exposure; provided that in no event shall such fee be less than $500 during any quarter, and (iii) to the Issuing Bank, for its own account, its standard fees with respect to the issuance, amendment, renewal or extension of any Letter of Credit or processing of drawings thereunder. Participation fees and fronting fees accrued through and including the last day of March, June, September and December of each year shall be payable on the third Business Day following such last day, commencing on the first such date to occur after the date of this Agreement; provided that all such fees shall be payable on the Termination Date and any such fees accruing after the Termination Date shall be payable on demand. Any other fees payable to the Issuing Bank pursuant to this Section 3.05(b) shall be payable within ten days after demand. All participation fees and fronting fees shall be computed calculated on the basis of a 360-day year of 360 days, unless such computation would exceed the Highest Lawful Rate, in which case interest shall be computed on the basis of a year of 365 days (or 366 days in a leap year), and shall be payable for the actual number of days elapsed (including and to be payable quarterly in arrears on the first day but of each calendar quarter and on the last day of the Term, and (y) to Issuer, a fronting fee of one quarter of one percent (0.25%) per annum times the average daily face amount of each outstanding Letter of Credit for the period from and excluding the date of issuance of same to and including the date of expiration or termination, to be payable quarterly in arrears on the first day of each calendar quarter and on the last dayday of the Term (all of the foregoing fees, the “Letter of Credit Fees”). In addition, Borrowers shall pay to Administrative Agent, for the benefit of Issuer, any and all administrative, issuance, amendment, payment and negotiation charges with respect to Letters of Credit and all fees and expenses as agreed upon by Issuer and the Borrowing Agent in connection with any Letter of Credit, including in connection with the opening, amendment or renewal of any such Letter of Credit and any acceptances created thereunder, all such charges, fees and expenses, if any, to be payable on demand. All such charges shall be deemed earned in full on the date when the same are due and payable hereunder and shall not be subject to rebate or pro-ration upon the termination of this Agreement for any reason. Any such charge in effect at the time of a particular transaction shall be the charge for that transaction, notwithstanding any subsequent change in Issuer’s prevailing charges for that type of transaction. Upon and after the occurrence of an Event of Default, and during the continuation thereof, at the option of Administrative Agent or at the direction of Required Lenders (or, in the case of any Event of Default under Section 10.7, immediately and automatically upon the occurrence of any such Event of Default without the requirement of any affirmative action by any party), the Letter of Credit Fees described in clause (x) of this Section 3.2(a) shall be increased by an additional two percent (2.0%) per annum. At any time following the occurrence of an Event of Default, at the option of Administrative Agent or at the direction of Required Lenders (or, in the case of any Event of Default under Section 10.7, immediately and automatically upon the occurrence of such Event of Default, without the requirement of any affirmative action by any party), or upon the expiration of the Term or any other termination of this Agreement (and also, if applicable, in connection with any mandatory prepayment under Section 2.20), Borrowers will cause cash to be deposited and maintained in an account with Administrative Agent, as cash collateral, in an amount equal to one hundred and five percent (105%) of the Maximum Undrawn Amount of all outstanding Letters of Credit, and each Borrower hereby irrevocably authorizes Administrative Agent, in its discretion, on such Borrower’s behalf and in such Borrower’s name, to open such an account and to make and maintain deposits therein, or in an account opened by such Borrower, in the amounts required to be made by such Borrower, out of the proceeds of Receivables or other Collateral or out of any other funds of such Borrower coming into any Lender’s possession at any time. Administrative Agent may, in its discretion, invest such cash collateral (less applicable reserves) in such short-term money-market items as to which Administrative Agent and such Borrower mutually agree (or, in the absence of such agreement, as Administrative Agent may reasonably select) and the net return on such investments shall be credited to such account and constitute additional cash collateral, or Administrative Agent may (notwithstanding the foregoing) establish the account provided for under this Section 3.2(b) as a non-interest bearing account and in such case Administrative Agent shall have no obligation (and Borrowers hereby waive any claim) under Article 9 of the Uniform Commercial Code or under any other Applicable Law to pay interest to Borrowers on such cash collateral being held by Administrative Agent. No Borrower may withdraw amounts credited to any such account except upon the occurrence of all of the following: (x) payment and performance in full in cash of all Obligations; (y) expiration of all Letters of Credit; and (z) termination of this Agreement. Borrowers hereby assign, pledge and grant to Administrative Agent, for its benefit and the ratable benefit of Issuer, Lenders and each other Secured Party, a continuing security interest in and to and Lien on any such cash collateral and any right, title and interest of Borrowers in any deposit account, securities account or investment account into which such cash collateral may be deposited from time to time to secure the Obligations, specifically including all Obligations with respect to any Letters of Credit. Borrowers agree that upon the coming due of any Reimbursement Obligations (or any other Obligations, including Obligations for Letter of Credit Fees) with respect to the Letters of Credit, Administrative Agent shall use such cash collateral to pay and satisfy such Obligations in accordance with the terms of this Agreement.

Letter of Credit Fees. The Borrower agrees to pay (i) to the Administrative Agent for the account of each Lender, Lender (other than a Defaulting Lender to the extent set forth in Section 4.05) a participation fee with respect to its participations in Letters of Credit, which shall accrue at the same Applicable Margin used to determine the interest rate applicable to Eurodollar Loans (as such rate may be increased pursuant to Section 3.02(c)) on the average daily amount of such Lender’s LC Exposure (excluding any portion thereof attributable to unreimbursed LC DisbursementsDisbursements that has been funded by such Lender) during the period from and including the date of this Agreement to but excluding the later of the date on which such Lender’s Commitment terminates and the date on which such Lender ceases to have any LC Exposure; provided that, if an Event of Default has occurred and is continuing during such period, the Letter of Credit participation fee shall increase by 2% per annum over the then applicable rate, (ii) to the each applicable Issuing Bank a fronting fee, which shall accrue at the rate of one-half of one percent (0.50%) per annum agreed to between such Issuing Bank and Borrower on the average daily amount of the LC Exposure attributable to such Issuing Bank (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the date of this Agreement to but excluding the later of the date of termination of the Commitments and the date on which there ceases to be any LC Exposure; provided that in no event shall such fee be less than $500 during any quarter, Exposure and (iii) to the each Issuing Bank, for its own account, its standard fees with respect to the issuance, amendment, renewal or extension of any Letter of Credit or processing of drawings thereunder. Participation fees and fronting fees accrued through and including the last day Business Day of March, June, September and December of each year shall be payable on the third Business Day following such last dayBusiness Day, commencing on the first such date to occur after the date of this Agreement; provided that all such fees shall be payable on the Termination Date and any such fees accruing after the Termination Date shall be payable on demand. Any other fees payable to the any Issuing Bank pursuant to this Section 3.05(b) shall be payable within ten 10 days after demand. All participation fees and fronting fees shall be computed on the basis of a year of 360 days, unless such computation would exceed the Highest Lawful Maximum Rate, in which case interest shall be computed on the basis of a year of 365 days (or 366 days in a leap year), and shall be payable for the actual number of days elapsed (including the first day but excluding the last day).

Letter of Credit Fees. The Borrower agrees to shall pay (i) to the Administrative Agent for the account of each Lender, a participation fee with respect to its participations in Letters of Credit, which shall accrue at the same Applicable Margin used to determine the interest rate applicable to Eurodollar Loans on the average daily amount of such Lender’s LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the date of this Agreement to but excluding the later of the date on which such Lender’s Commitment terminates and the date on which such Lender ceases to have any LC Exposure; provided that, if an Event of Default has occurred and is continuing during such period, the Letter of Credit participation fee shall increase by 2% per annum over the then applicable rate, (ii) to the Issuing Bank a fronting fee, which shall accrue at the rate of one-half of one percent (0.50%) per annum on the average daily amount of the LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the date of this Agreement to but excluding the later of the date of termination of the Commitments and the date on which there ceases to be any LC Exposure; provided that in no event shall such fee be less than $500 during any quarter, and (iii) to the Issuing Bank, for its own account, its standard fees a non-refundable issuance fee computed at the rate of .125% per annum amount of each Letter of Credit, (the "Issuance Fee") provided that (A) in no event shall the annual Issuance Fee with respect to the issuance, amendment, renewal or extension of any Letter of Credit or processing be less than $500.00 and (B) in any instance where such minimum Issuance Fee applies, such minimum shall be paid in full on the date of drawings thereunderissuance of the respective Letter of Credit and on each anniversary date thereof, if any, and (ii) to the Agent, for the ratable account of each Lender, a non-refundable fee (the "Letter of Credit Fee") which shall be computed at a per annum rate equal to the Applicable Margin for LIBOR Loans in effect from time to time under the Commitments. Participation fees The Issuance Fee and fronting fees accrued through Letter of Credit Fee shall accrue on the daily stated amount of each Letter of Credit from and including the last day of March, June, September and December of each year shall be payable on the third Business Day following such last day, commencing on the first such date to occur after the issuance date of this Agreement; such Letter of Credit to and including the expiry date thereof and (except as otherwise provided that all such fees shall be payable on the Termination Date and any such fees accruing after the Termination Date shall be payable on demand. Any other fees payable to the Issuing Bank pursuant to this Section 3.05(bin clause (B) above) shall be payable within ten days after demandquarterly in arrears on each Quarterly Date and on the Expiration Date, without setoff, deduction or counterclaim. All participation fees The Issuance Fee and fronting fees Letter of Credit Fee shall be computed calculated on the basis of a year of 360 days, unless such computation would exceed the Highest Lawful Rate, in which case interest shall be computed on the basis of a year of 365 days (or 366 days in a leap year), and shall be payable for the actual number of days elapsed (including in a 360-day year. Upon receipt from the first day but excluding Borrower of payment of the last day)Letter of Credit Fee, the Agent will promptly remit to each Lender such Lender's share of the Letter of Credit Fee. In addition to the Issuance Fee and the Letter of Credit Fee, the Borrower will pay the Issuing Bank, upon each issuance of, payment under and/or amendment to each Letter of Credit, such amount as shall at such time be the administrative charge which the Issuing Bank is customarily assessing for such operations.

Letter of Credit Fees. The In consideration of the LOC Commitments, the Borrower agrees to pay (i) to the Administrative Agent (i) for the account ratable benefit of each the Lenders (including the Issuing Lender, as applicable) holding Dollar Revolving-1 Subcommitments, a participation letter of credit fee with respect (the "Dollar Letter of Credit Fee") equal to its participations in Letters of Credit, which shall accrue at the same Applicable Margin used to determine the interest rate applicable to Eurodollar Loans Percentage per annum on the average daily maximum amount available to be drawn under each Dollar Letter of Credit as such Lender’s LC Exposure (excluding any portion thereof attributable fee may be increased or decreased subject to unreimbursed LC Disbursementsthe provisions of Section 2.11(b) during the period from and including the date of this Agreement issuance (or, in the case of Existing Letters of Credit outstanding on the Closing Date, from the Closing Date) to but excluding the later date of expiration and (ii) for the ratable benefit of the date on which such Lenders (including the Issuing Lender’s Commitment terminates and , as applicable) holding Multi-currency Revolving-1 Subcommitments, a letter of credit fee (the date on which such Lender ceases to have any LC Exposure; provided that, if an Event of Default has occurred and is continuing during such period, the "Multi-currency Letter of Credit participation fee shall increase by 2% Fee", and together with the Dollar Letter of Credit Fee, the "Letter of Credit Fee") equal to the Applicable Percentage per annum over on the then applicable rateaverage daily maximum amount available to be drawn under each Multi-currency Letter of Credit as such fee may be increased or decreased subject to the provisions of Section 2.11(b) from the date of issuance (or, (iiin the case of Existing Letters of Credit outstanding on the Closing Date, from the Closing Date) to the date of expiration. The Letter of Credit Fee shall be payable quarterly in arrears on the fifteenth (15th) day following the last day of each calendar quarter for the prior calendar quarter. In addition to such Letter of Credit Fee, the Issuing Bank a fronting feeLender may charge, which shall accrue at and retain for its own account without sharing by the rate other Lenders, an additional facing fee of one-half eighth of one percent (0.500.125%) per annum on the average daily maximum amount of the LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the date of this Agreement to but excluding the later of the date of termination of the Commitments and the date on which there ceases available to be any LC Exposure; provided that in no event shall drawn under each such fee be less than $500 during any quarter, and (iii) to the Issuing Bank, for its own account, its standard fees with respect to the issuance, amendment, renewal or extension of any Letter of Credit or processing of drawings thereunder. Participation fees and fronting fees accrued through and including issued by it, such facing fee to be paid by the last day of March, June, September and December of each year shall be payable on the third Business Day following such last day, commencing on the first such date to occur after the date of this Agreement; provided that all such fees shall be payable on the Termination Date and any such fees accruing after the Termination Date shall be payable on demand. Any other fees payable Borrower directly to the applicable Issuing Bank pursuant to this Section 3.05(b) shall be payable within ten days after demand. All participation fees and fronting fees shall be computed on the basis of a year of 360 days, unless such computation would exceed the Highest Lawful Rate, in which case interest shall be computed on the basis of a year of 365 days (or 366 days in a leap year), and shall be payable for the actual number of days elapsed (including the first day but excluding the last day)Lender.

Letter of Credit Fees. The Borrower agrees to pay (i) to the Administrative Agent for the account of each Lender, Lender a participation fee with respect to its participations in Letters of Credit, which shall accrue at the same Applicable Margin used a rate per annum equal to determine the interest rate applicable to Eurodollar Loans seventy-five one hundredths (75/100ths) of one percent (1%) on the average daily amount of such Lender’s LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the date of this Agreement Effective Date to but excluding the later of the date on which such Lender’s Revolving Credit Commitment terminates and the date on which such Lender ceases to have any LC Exposure; provided that, if an Event of Default has occurred and is continuing during such period, the Letter of Credit participation fee shall increase by 2% per annum over the then applicable rate, (ii) to the Issuing Bank Lender a fronting fee, which shall accrue at the rate of onetwenty-half five one hundredths (25/100ths) of one percent (0.501%) per annum on the average daily amount of the LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the date of this Agreement Effective Date to but excluding the later of the date of termination of the Revolving Credit Commitments and the date on which there ceases to be any LC Exposure; provided that in no event shall such fee be less than $500 during any quarter, and (iii) to as well as the Issuing Bank, for its own account, its Lender’s standard fees with respect to the issuance, amendment, renewal or extension of any Letter of Credit or processing of drawings thereunder. Participation fees and fronting fees accrued through and including the last day of March, June, September and December of each year Quarterly Date shall be payable on the third (3rd) Business Day following such last dayQuarterly Date, commencing on the first such date to occur after the date of this AgreementEffective Date; provided that all such fees shall be payable on the Termination Date date on which the Revolving Credit Commitments terminate and any such fees accruing after the Termination Date date on which the Revolving Credit Commitments terminate shall be payable on demand. Any other fees payable to the Issuing Bank Lender pursuant to this Section 3.05(b) paragraph shall be payable within ten (10) days after demand. All participation fees and fronting fees shall be computed on the basis of a year of 360 days, unless such computation would exceed the Highest Lawful Rate, in which case interest shall be computed on the basis of a year of 365 three hundred sixty (360) days (or 366 days in a leap year), and shall be payable for the actual number of days elapsed (including the first day but excluding the last day).

Letter of Credit Fees. The Borrower agrees to pay (i) to the Administrative Agent for the account of each Lender, Lender a participation fee with respect to its participations in Letters of CreditCredit of each Class of Commitments, which shall accrue at a rate per annum equal to, in the same case of any Extending Lender, the Extended Applicable Margin used to determine and, in the interest rate case of any Non-Extending Lender, the Non-Extended Applicable Margin, in each case, applicable to Eurodollar interest on Term Benchmark Loans (or, if such Letter of Credit is denominated in Sterling or Swiss Francs, RFR Loans) on the average daily amount of such Lender’s LC Exposure of such Class (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the Effective Date to but excluding the later of the date on which such Lender’s Commitment of such Class terminates and the date on which such Lender ceases to have any LC Exposure of such Class, and (ii) to each Issuing Bank a fronting fee, which shall accrue at the rate of 0.25% per annum on the average daily amount of such Issuing Bank’s LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the date of this Agreement to but excluding the later of the date on which such Lender’s Commitment terminates and the date on which such Lender ceases to have any LC Exposure; provided that, if an Event of Default has occurred and is continuing during such period, the Letter of Credit participation fee shall increase by 2% per annum over the then applicable rate, (ii) to the Issuing Bank a fronting fee, which shall accrue at the rate of one-half of one percent (0.50%) per annum on the average daily amount of the LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the date of this Agreement Effective Date to but excluding the later of the date of termination of the Commitments and the date on which there ceases to be any LC Exposure; provided that in no event shall such fee be less than $500 during any quarter, and (iii) to the as well as each Issuing Bank, for its own account, its ’s standard fees with respect to the issuance, amendment, renewal or extension of any Letter of Credit or processing of drawings thereunder. Participation fees and fronting fees accrued through and including the last day of March, June, September and December of each year Quarterly Date shall be payable on the third Business Day following such last dayQuarterly Date, commencing on the first such date to occur after the date of this AgreementEffective Date; provided that all such fees with respect to the Letters of Credit shall be payable (i) with respect to the Issuing Bank, on the Termination Date and (ii) with respect to any Lender, on the earlier to occur of such Xxxxxx’s Final Maturity Date and the Termination Date and the Borrower shall pay any such fees accruing that have accrued and that are unpaid on such date and, in the event any Letters of Credit shall be outstanding that have expiration dates after the Termination Date, the Borrower shall prepay on the Termination Date the full amount of the participation and fronting fees that will accrue on such Letters of Credit subsequent to the Termination Date through but not including the date such outstanding Letters of Credit are scheduled to expire (and, in that connection, the Lenders agree not later than the date two (2) Business Days after the date upon which the last such Letter of Credit shall expire or be payable on demandterminated to rebate to the Borrower the excess, if any, of the aggregate participation and fronting fees that have been prepaid by the Borrower over the sum of the amount of such fees that ultimately accrue through the date of such expiration or termination and the aggregate amount of all other unpaid obligations hereunder at such time). Any other fees payable to the an Issuing Bank pursuant to this Section 3.05(b) paragraph shall be payable within ten 10 days after demand. All participation fees and fronting fees shall be computed on the basis of a year of 360 days, unless such computation would exceed the Highest Lawful Rate, in which case interest shall be computed on the basis of a year of 365 days (or 366 days in a leap year), and shall be payable for the actual number of days elapsed (including the first day but excluding the last day).

Letter of Credit Fees. The Borrower Company agrees to pay (i) to the Administrative Agent for the account of the Lenders a Letter of Credit fee for each Lender, a participation fee with respect to its participations in Letters Letter of Credit, which shall accrue at the same Applicable Margin used to determine the interest rate applicable to Eurodollar Loans due and payable quarterly in arrears on the average daily amount first Business Day of such Lender’s LC Exposure each Fiscal Quarter commencing (excluding any portion thereof attributable to unreimbursed LC Disbursementsif applicable) during on July 2, 2007 through the period Termination Date, from and including the date of this Agreement to but excluding the later of the date on which such Lender’s Commitment terminates and the date on which such Lender ceases to have any LC Exposure; provided that, if Issuance in an Event of Default has occurred and is continuing during such period, the Letter of Credit participation fee shall increase by 2% amount per annum over the then applicable rate, (ii) to the Issuing Bank a fronting fee, which shall accrue at the rate of one-half of one percent (0.50%) per annum on the average daily amount of the LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the date of this Agreement to but excluding the later of the date of termination of the Commitments and the date on which there ceases to be any LC Exposure; provided that in no event shall such fee be less than $500 during any quarter, and (iii) to the Issuing Bank, for its own account, its standard fees with respect to the issuance, amendment, renewal or extension of any Letter of Credit or processing of drawings thereunder. Participation fees and fronting fees accrued through and including the last day of March, June, September and December of each year shall be payable on the third Business Day following such last day, commencing on the first such date to occur after the date of this Agreement; provided that all such fees shall be payable on the Termination Date and any such fees accruing after the Termination Date shall be payable on demand. Any other fees payable to the Issuing Bank pursuant to this Section 3.05(b) shall be payable within ten days after demand. All participation fees and fronting fees shall be computed calculated on the basis of a year of 360 days) equal to the product equal to the Letter of Credit rate set forth on the Pricing Grid multiplied by the aggregate amount available under each Letter of Credit (excluding the portion thereof attributable to reimbursed LC Obligations earning interest pursuant to Section 2.13(d)) from the date of Issuance thereof to the date on which such Letter of Credit expires or is terminated, unless such computation would exceed (ii) to the Highest Lawful RateIssuing Lender for its account a fee, due and payable quarterly in which case interest shall be computed arrears on the first Business Day of each Fiscal Quarter commencing (if applicable) on July 2, 2007 through the Termination Date, for the Issuance of each Letter of Credit in an amount per annum (calculated on the basis of a year of 365 days 360 days) equal to 0.00125 multiplied by the aggregate amount available under each Letter of Credit from the date of Issuance thereof to the date on which such Letter of Credit expires (or 366 days in a leap year), and such fees shall be prorated for any period less than a full year but shall not be refunded in the event any such Letter of Credit is terminated prior to its expiry date) and (iii) to the Issuing Lender, for its account on demand its customary letter of credit transactional fees and out-of-pocket expenses for each Letter of Credit Issued by it, including amendment fees, payable for with respect to each such Letter of Credit. The Administrative Agent shall pay to each Lender its pro-rata share of the actual number Letter of days elapsed Credit fees paid pursuant to Section 2.8(b)(i). The Administrative Agent shall pay to the Issuing Lender the Letter of Credit fees paid pursuant to Section 2.8(b)(ii) and (including the first day but excluding the last dayiii).

Letter of Credit Fees. The Borrower agrees to pay (i) to the Administrative Agent for the account of each Lender, Lender a participation fee with respect to its participations in Letters of CreditCredit of each Class of Commitments, which shall accrue at a rate per annum equal to, in the same case of any Extending Lender, the Extended Applicable Margin used to determine and, in the interest rate case of any Non-Extending Lender, the Non-Extended Applicable Margin, in each case, applicable to Eurodollar interest on Term Benchmark Loans (or, if such Letter of Credit is denominated in Sterling or Swiss Francs, RFR Loans) on the average daily amount of such Lender’s LC Exposure of such Class (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the Effective Date to but excluding the later of the date on which such Lender’s Commitment of such Class terminates and the date on which such Lender ceases to have any LC Exposure of such Class, and (ii) to each Issuing Bank a fronting fee, which shall accrue at the rate of 0.25% per annum on the average daily amount of such Issuing Bank’s LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the date of this Agreement to but excluding the later of the date on which such Lender’s Commitment terminates and the date on which such Lender ceases to have any LC Exposure; provided that, if an Event of Default has occurred and is continuing during such period, the Letter of Credit participation fee shall increase by 2% per annum over the then applicable rate, (ii) to the Issuing Bank a fronting fee, which shall accrue at the rate of one-half of one percent (0.50%) per annum on the average daily amount of the LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the date of this Agreement Effective Date to but excluding the later of the date of termination of the Commitments and the date on which there ceases to be any LC Exposure; provided that in no event shall such fee be less than $500 during any quarter, and (iii) to the as well as each Issuing Bank, for its own account, its ’s standard fees with respect to the issuance, amendment, renewal or extension of any Letter of Credit or processing of drawings thereunder. Participation fees and fronting fees accrued through and including the last day of March, June, September and December of each year Quarterly Date shall be payable on the third Business Day following such last dayQuarterly Date, commencing on the first such date to occur after the date of this AgreementEffective Date; provided that all such fees with respect to the Letters of Credit shall be payable (i) with respect to the Issuing Bank, on the Termination Date and (ii) with respect to any Lender, on the earlier to occur of such Lxxxxx’s Final Maturity Date and the Termination Date and the Borrower shall pay any such fees accruing that have accrued and that are unpaid on such date and, in the event any Letters of Credit shall be outstanding that have expiration dates after the Termination Date, the Borrower shall prepay on the Termination Date the full amount of the participation and fronting fees that will accrue on such Letters of Credit subsequent to the Termination Date through but not including the date such outstanding Letters of Credit are scheduled to expire (and, in that connection, the Lenders agree not later than the date two (2) Business Days after the date upon which the last such Letter of Credit shall expire or be payable on demandterminated to rebate to the Borrower the excess, if any, of the aggregate participation and fronting fees that have been prepaid by the Borrower over the sum of the amount of such fees that ultimately accrue through the date of such expiration or termination and the aggregate amount of all other unpaid obligations hereunder at such time). Any other fees payable to the an Issuing Bank pursuant to this Section 3.05(b) paragraph shall be payable within ten 10 days after demand. All participation fees and fronting fees shall be computed on the basis of a year of 360 days, unless such computation would exceed the Highest Lawful Rate, in which case interest shall be computed on the basis of a year of 365 days (or 366 days in a leap year), and shall be payable for the actual number of days elapsed (including the first day but excluding the last day).

Letter of Credit Fees. The With respect to each Letter of Credit, the Borrower agrees to shall pay (ia) to the Administrative Agent Agent, for the account benefit of the Lenders in accordance with their respective Working Capital Facility Percentages, a per annum fee equal to the Applicable Margin in effect for Eurodollar Rate Loans times the undrawn stated amount of such Letter of Credit which fee shall be calculated on a daily basis and shall be payable by the Borrower quarterly in arrears on each Quarterly Payment Date and on the Term Loan Maturity Date, (b) to the issuer of each Lender, Letter of Credit a participation fronting fee with respect to its participations in Letters the amount of 0.125% per annum of the stated amount of such Letter of Credit, which shall accrue at the same Applicable Margin used to determine the interest rate applicable to Eurodollar Loans on the average daily amount of such Lender’s LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the date of this Agreement to but excluding the later of the date on which such Lender’s Commitment terminates and the date on which such Lender ceases to have any LC Exposure; provided that, if an Event of Default has occurred and is continuing during such period, the Letter of Credit participation fee shall increase be calculated on a daily basis and shall be payable by 2% per annum over the then applicable rate, (ii) to the Issuing Bank a fronting fee, which shall accrue at the rate of one-half of one percent (0.50%) per annum Borrower quarterly in arrears on the average daily amount of the LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the date of this Agreement to but excluding the later of the date of termination of the Commitments and the date on which there ceases to be any LC Exposure; provided that in no event shall such fee be less than $500 during any quartereach Quarterly Payment Date, and (iiic) to the Issuing Bankissuer of each Letter of Credit, for its own account, its standard such issuer’s customary fees with respect to the issuance, amendment, cancellation, negotiation, transfer, renewal or extension of any Letter of Credit or processing of drawings thereunder. Participation fees From and fronting fees accrued through after the occurrence of an Event of Default and including during the last day continuance thereof, the fee payable pursuant to clause (a) of March, June, September and December the preceding sentence shall increase to a per annum rate equal to the Applicable Margin in effect for Eurodollar Rate Loans plus 200 basis points (2.00%) times the undrawn stated amount of each year shall be payable on the third Business Day following such last dayLetter of Credit, commencing on the first such date to occur after the date of this Agreement; provided that all such fees shall be payable on the Termination Date and any such fees accruing after the Termination Date shall be payable on demand. Any other All fees payable under this Section 3.10.4 shall be fully earned and nonrefundable on the date such fees are due. Any fees described in this Section 3.10.4 which accrue on the Commitment of, or are payable to, a Defaulting Lender, shall be paid to the Issuing Bank pursuant Agent and held for the benefit of the Agent, the Lenders or the issuers with respect to this Section 3.05(b) shall be payable within ten days after demand. All participation the Letter of Credit to which such fee relates, which are not Defaulting Lenders, to reimburse the Agent, the Lenders or such issuers which are not Defaulting Lenders for any losses, costs or expenses incurred from time to time as a result of any Defaulting Lender’s failure to comply with its obligations hereunder, and to the extent such accrued fees and fronting fees shall be computed on the basis of a year of 360 days, unless such computation would exceed the Highest Lawful Rateaggregate amount of such losses, costs or expenses, may be applied to satisfy such Defaulting Lender’s obligations under Section 3.10.5 with respect to its pro rata participation interest in the Letters of Credit and then may be applied in such order as the Agent may determine in its sole discretion to satisfy any of the other obligations of such Defaulting Lender to the Agent, to the other Lenders which case interest shall be computed on are not Defaulting Lenders or to the basis of a year of 365 days (or 366 days in a leap year), and shall be payable for the actual number of days elapsed (including the first day but excluding the last day)Borrower under this Agreement.

Letter of Credit Fees. The Borrower agrees to pay (i) to the Administrative Agent for the account of each Lender, Lender a participation fee with respect to its participations in Letters of Credit, which shall accrue at the same Applicable Margin used to determine the interest rate applicable to Loans that are Eurodollar Loans on the average daily amount of such Lender’s LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the date of this Agreement to but excluding the later of the date on which such Lender’s Revolving Credit Commitment terminates and the date on which such Lender ceases to have any LC Exposure; provided that, if an Event of Default has occurred and is continuing during such period, the Letter of Credit participation fee shall increase by 2% per annum over the then applicable rate, (ii) to the Issuing Bank a fronting fee, which shall accrue at the rate of one-half of one percent (0.50%) 0.125% per annum on the average daily amount of the LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the date of this Agreement to but excluding the later of the date of termination of the Revolving Credit Commitments and the date on which there ceases to be any LC Exposure; , provided that in no event shall such fee be less than $500 during any quarter, and (iii) to the Issuing Bank, for its own account, its standard fees with respect to the issuance, amendment, renewal or extension of any Letter of Credit or processing of drawings thereunder. Participation fees and fronting fees accrued through and including the last day of March, June, September and December of each year shall be payable on the third Business Day following such last day, commencing on the first such date to occur after the date of this Agreement; provided that all such fees shall be payable on the Termination Date and any such fees accruing after the Termination Date shall be payable on demand. Any other fees payable to the Issuing Bank pursuant to this Section 3.05(b) shall be payable within ten 10 days after demand. All participation fees and fronting fees shall be computed on the basis of a year of 360 days, unless such computation would exceed the Highest Lawful Rate, in which case interest participation and fronting fees shall be computed on the basis of a year of 365 days (or 366 days in a leap year), and shall be payable for the actual number of days elapsed (including the first day but excluding the last day).

Letter of Credit Fees. The Borrower agrees to pay (i) to the Administrative Agent for the account of each Lender, Revolving Lender a participation fee with respect to its participations in Letters of Credit, which shall accrue at the same Applicable Margin used to determine the interest rate applicable to Revolving Borrowings comprised of Eurodollar Loans on the average daily amount of such Lender’s LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the date of this Agreement to but excluding the later of the date on which such Lender’s Revolving Commitment terminates and the date on which such Lender ceases to have any LC Exposure; provided that, if an Event of Default has occurred and is continuing during such period, the Letter of Credit participation fee shall increase by 2% per annum over the then applicable rate, (ii) to the each Issuing Bank a fronting fee, which shall accrue at the rate of one-half of one percent (0.50%) 0.25% per annum on the average daily amount of the LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) attributable to Letters of Credit issued by such Issuing Bank during the period from and including the date of this Agreement to but excluding the later of the date of termination of the Aggregate Revolving Commitments and the date on which there ceases to be any LC Exposure; provided that in no event shall Exposure attributable to Letters of Credit issued by such fee be less than $500 during any quarter, Issuing Bank and (iii) to the each Issuing Bank, for its own account, its standard fees with respect to the issuance, amendment, renewal or extension of any Letter of Credit or processing of drawings thereunder. Participation fees and fronting fees accrued through and including the last day of March, June, September and December of each year shall be payable on the third Business Day following such last day, commencing on the first such date to occur after the date of this Agreement; provided that all such fees shall be payable on the Termination Revolving Credit Maturity Date and any such fees accruing after the Termination Revolving Credit Maturity Date shall be payable on demand. Any other fees payable to the any Issuing Bank pursuant to this Section 3.05(b3.05(a) shall be payable within ten 10 days after demand. All participation fees and fronting fees shall be computed on the basis of a year of 360 days, unless such computation would exceed the Highest Lawful Rate, in which case interest such fees shall be computed on the basis of a year of 365 days (or 366 days in a leap year), and shall be payable for the actual number of days elapsed (including the first day but excluding the last day).

Letter of Credit Fees. The Borrower agrees Borrowers agree to pay (i) to the Administrative Agent Agent, for the account of each Lender, a participation fee in Dollars with respect to its such Lender’s participations in Letters of Credit, which shall accrue at the same Applicable Margin Rate used to determine the interest rate applicable to Eurodollar Eurocurrency Rate Loans on the Dollar Equivalent of the average daily amount of such Lender’s LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the date of this Agreement Closing Date to but excluding the later of the date on which (x) such Lender’s Commitment terminates and (y) the date on which such Lender ceases to have any LC Exposure; provided that, if an Event of Default has occurred and is continuing during such period, the Letter of Credit participation fee shall increase by 2% per annum over the then applicable rate, (ii) to the each Issuing Bank Bank, in Dollars, a fronting fee, which shall accrue at the rate of one-half of one percent (0.50%) or rates per annum separately agreed upon between the Borrowers and such Issuing Bank on the average daily Dollar Equivalent amount of the LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the date of this Agreement Closing Date to but excluding the later of (A) the date of termination of the Commitments and (B) the date on which there ceases to be any LC Exposure; provided that Exposure in no event shall respect of such fee be less than $500 during any quarter, and (iii) to the Issuing Bank, for its own account, its as well as such Issuing Bank’s standard fees with respect to the issuance, amendment, renewal or extension of any Letter of Credit or processing of drawings thereunder. Participation fees and fronting fees accrued through and including the last day of March, June, September and December of each year shall be payable on such day (unless such day is not a Business Day, in which case such fees shall be payable on the third immediately following Business Day following such last dayDay), commencing on the first such date to occur after the date of this AgreementClosing Date; provided that all such fees shall be payable on the Termination Date date on which the Commitments terminate and any such fees accruing after the Termination Date date on which the Commitments terminate shall be payable on demand. Any other fees payable to the an Issuing Bank pursuant to this Section 3.05(b) paragraph shall be payable within ten 10 days after demand. All participation fees and fronting fees shall be computed on the basis of a year of 360 days, unless such computation would exceed the Highest Lawful Rate, in which case interest shall be computed on the basis of a year of 365 days (or 366 days in a leap year), and shall be payable for the actual number of days elapsed (including the first day but excluding the last day).

Letter of Credit Fees. The Borrower agrees to (a) Borrowers shall pay (ix) to the Administrative Agent Agent, for the account ratable benefit of Lenders, fees for each Lender, a participation fee with respect to its participations in Letters Letter of Credit, which shall accrue at the same Applicable Margin used to determine the interest rate applicable to Eurodollar Loans on the average daily amount of such Lender’s LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) during Credit for the period from and excluding the date of issuance of same to and including the date of this Agreement expiration or termination, equal to but excluding the later average daily face amount of the date on which such Lender’s Commitment terminates and the date on which such Lender ceases to have any LC Exposure; provided that, if an Event of Default has occurred and is continuing during such period, the each outstanding Letter of Credit participation fee shall increase multiplied by 2% the Applicable Margin for Eurodollar Rate Loans per annum over the then applicable rate, (ii) to the Issuing Bank a fronting feeannum, which shall accrue at the rate of one-half of one percent (0.50%) per annum on the average daily amount is 2.75% as of the LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the date of this Agreement to but excluding the later of the date of termination of the Commitments and the date on which there ceases Closing Date, such fees to be any LC Exposure; provided that in no event shall such fee be less than $500 during any quarter, and (iii) to the Issuing Bank, for its own account, its standard fees with respect to the issuance, amendment, renewal or extension of any Letter of Credit or processing of drawings thereunder. Participation fees and fronting fees accrued through and including the last day of March, June, September and December of each year shall be payable on the third Business Day following such last day, commencing on the first such date to occur after the date of this Agreement; provided that all such fees shall be payable on the Termination Date and any such fees accruing after the Termination Date shall be payable on demand. Any other fees payable to the Issuing Bank pursuant to this Section 3.05(b) shall be payable within ten days after demand. All participation fees and fronting fees shall be computed calculated on the basis of a 360-day year of 360 days, unless such computation would exceed the Highest Lawful Rate, in which case interest shall be computed on the basis of a year of 365 days (or 366 days in a leap year), and shall be payable for the actual number of days elapsed (including and to be payable quarterly in arrears on the first day but excluding of each fiscal quarter and on the last dayday of the Term, and (y) to the Issuer, a fronting fee of one quarter of one percent (0.25%) per annum, together with any and all administrative, issuance, amendment, payment and negotiation charges with respect to Letters of Credit and all fees and expenses as agreed upon by the Issuer and Borrowers in connection with any Letter of Credit, including in connection with the opening, amendment or renewal of any such Letter of Credit and any acceptances created thereunder and shall reimburse Agent for any and all fees and expenses, if any, paid by Agent to the Issuer (all of the foregoing fees, the “Letter of Credit Fees”). All such charges shall be deemed earned in full on the date when the same are due and payable hereunder and shall not be subject to rebate or pro-ration upon the termination of this Agreement for any reason. Any such charge in effect at the time of a particular transaction shall be the charge for that transaction, notwithstanding any subsequent change in the Issuer’s prevailing charges for that type of transaction. All Letter of Credit Fees payable hereunder shall be deemed earned in full on the date when the same are due and payable hereunder and shall not be subject to rebate or pro-ration upon the termination of this Agreement for any reason. Upon and after the occurrence of an Event of Default, and during the continuation thereof, at the option of Agent or at the direction of Required Lenders, the Letter of Credit Fees described in clause (x) of this Section 3.2(a) shall be increased by an additional two percent (2%) per annum.

Letter of Credit Fees. The Borrower agrees to Company shall pay (i) to the Administrative Agent for the account of each LenderBank a letter of credit commission at a rate per annum equal to the Applicable Margin for Term Benchmark Advances on the average daily aggregate undrawn amount of each Letter of Credit during the period from the date of issuance thereof until the date on which such Bank ceases to have any LC Exposure; provided, a participation fee with that no Defaulting Bank shall be entitled to receive any commission in respect to its participations in of Letters of CreditCredit for any period during which that Bank is a Defaulting Bank (and the Company shall not be required to pay such commission to that Defaulting Bank but shall pay such commission in the manner and to the extent set forth in Section ‎2.07), and (ii) directly to each Issuing Bank a fronting fee, which shall accrue at the same Applicable Margin used to determine rate or rates per annum separately agreed upon between the interest rate applicable to Eurodollar Loans Company and such Issuing Bank, on the average daily amount of such Lender’s the LC Exposure with respect to outstanding Letters of Credit issued by such Issuing Bank (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the date of this Agreement Effective Date to but excluding the later of the date on which such Lender’s Commitment terminates and the date on which such Lender ceases to have any LC Exposure; provided that, if an Event of Default has occurred and is continuing during such period, the Letter of Credit participation fee shall increase by 2% per annum over the then applicable rate, (ii) to the Issuing Bank a fronting fee, which shall accrue at the rate of one-half of one percent (0.50%) per annum on the average daily amount of the LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the date of this Agreement to but excluding the later of the date of termination of the Commitments and the date on which there ceases to be any LC Exposure; provided that Exposure in no event shall respect of Letters of Credit issued by such fee be less than $500 during any quarter, and (iii) to the Issuing Bank, for its own account, its as well as such Issuing Bank’s standard fees with respect to the issuance, amendment, renewal or extension of any Letter of Credit or processing of drawings thereunder. Participation fees Letter of credit commission and fronting fees accrued through and including the last day of March, June, September and December of each year Quarterly Date shall be payable on the third Business Day fifteenth day following such last dayQuarterly Date (or, if later, within three Business Days after the Company receives an invoice therefor from the Administrative Agent), commencing on the first such date to occur after the date of this AgreementEffective Date; provided that all such fees shall be payable on the Termination Date date on which the Commitments terminate and any such fees accruing after the Termination Date date on which the Commitments terminate shall be payable on demand. Any other fees payable to the an Issuing Bank pursuant to this Section 3.05(b) paragraph shall be payable within ten 10 days after written demand. All participation fees and fronting fees shall be computed on the basis of a year of 360 days, unless such computation would exceed the Highest Lawful Rate, in which case interest shall be computed on the basis of a year of 365 days (or 366 days in a leap year), and shall be payable for the actual number of days elapsed (including the first day but excluding the last day).. 42

Letter of Credit Fees. The Borrower agrees to Borrowers shall pay (ia) to the Administrative Agent Lender for the its own account such fees for each Letter of each Lender, a participation fee with respect to its participations in Letters of Credit, which shall accrue at the same Applicable Margin used to determine the interest rate applicable to Eurodollar Loans on the average daily amount of such Lender’s LC Exposure Credit (excluding any portion thereof attributable to unreimbursed LC Disbursementsif any) during issued pursuant hereto for the period from and excluding the date of issuance of same to and including the date of this Agreement expiration or termination, at such rates at a rate per annum equal to but excluding the later Contract Rate for Domestic Rate Loans constituting Revolving Advances increasing, in each instance, to the Default Rate applicable to Revolving Advances from and after the occurrence of, and during the continuation of, any Event of Default) and (b) to Lender for the benefit of the date on which such Lender’s Commitment terminates Issuer any and all fees and expenses as agreed upon by the Issuer and the date on which Borrowing Representative in connection with any Letter of Credit, including, without limitation, in connection with the opening, amendment or renewal of any such Lender ceases to have any LC Exposure; provided that, if an Event of Default has occurred and is continuing during such period, the Letter of Credit participation fee and any acceptances created thereunder and shall increase reimburse Lender for any and all fees and expenses, if any, paid by 2% per annum over the then applicable rate, (ii) Lender to the Issuing Bank a fronting fee, which shall accrue at the rate of one-half of one percent Issuer (0.50%) per annum on the average daily amount all of the LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) during foregoing fees, the period from and including the date of this Agreement to but excluding the later of the date of termination of the Commitments and the date on which there ceases to be any LC Exposure; provided that in no event shall such fee be less than $500 during any quarter, and (iii) to the Issuing Bank, for its own account, its standard fees with respect to the issuance, amendment, renewal or extension of any “Letter of Credit or processing of drawings thereunderFees”). Participation fees and fronting fees accrued through and including the last day of March, June, September and December of each year shall be payable on the third Business Day following such last day, commencing on the first such date to occur after the date of this Agreement; provided that all such Such fees shall be payable on the Termination Date and any such fees accruing after the Termination Date shall be payable on demand. Any other fees payable to the Issuing Bank pursuant to this Section 3.05(b) shall be payable within ten days after demand. All participation fees and fronting fees shall be computed calculated on the basis of a 360-day year of 360 days, unless such computation would exceed the Highest Lawful Rate, in which case interest shall be computed on the basis of a year of 365 days (or 366 days in a leap year), and shall be payable for the actual number of days elapsed (including and be payable quarterly in arrears on the first day but excluding of each calendar quarter, beginning with the first such date following the issuance of each Letter of Credit and on the last dayday of the Term. All such charges shall be deemed earned in full on the date when the same are due and payable hereunder and shall not be subject to rebate or proration upon the termination of this Agreement for any reason. Any such charge in effect at the time of a particular transaction shall be the charge for that transaction, notwithstanding any subsequent change in the Issuer’s prevailing charges for that type of transaction. All Letter of Credit Fees payable hereunder shall be deemed earned in full on the date when the same are due and payable hereunder and shall not be subject to rebate or proration upon the termination of this Agreement for any reason. ANNEX TWO, Acknowledged and Agreed: “Initial Borrower” or “Borrowing Representative” MEMRY CORPORATION By: /s/ Xxxxxx X. Xxxxxxx Name: Xxxxxx X. Xxxxxxx Title: Senior Vice President and Chief Financial Officer November 9, 2004 EXHIBIT “A” MASTER LETTER OF CREDIT AGREEMENT This Agreement is being executed in connection and pursuant to that certain Credit and Security Agreement, dated as of November 9, 2004, made among the undersigned, as a/the “Borrower” or the “Borrowing Representative” thereunder (hereinafter called, individually and collectively if more than one, “Obligor”)., and Xxxxxxx Business Credit Corporation (“Lender”), (hereinafter, as it may be amended or modified from time to time called the “Credit Agreement”; capitalized terms used herein, but not expressly defined herein, shall have the meanings given to such terms in the Credit Agreement), and is the “Letter of Credit Agreement” referenced therein. In consideration of the issuing by Xxxxxxx Bank, National Association (the “Bank”) for the account of the Obligor, pursuant to the Credit Agreement, its Letters of Credit (“Letters of Credit”) from time to time in various amounts, the Obligor (jointly and severally if more than one) acknowledges, confirms agrees:

Letter of Credit Fees. The Borrower agrees shall pay with respect to pay each Letter of Credit under the applicable Revolving Facility (i) to the Administrative Agent for the account of each Lender, the Lenders under such Revolving Facility a participation fee calculated (on the basis of the actual number of days elapsed over a year of three hundred sixty (360) days) at the per annum rate equal to the Applicable Margin then in effect with respect to its participations in Letters of Credit, which shall accrue at the same Applicable Margin used to determine the interest rate applicable to Eurodollar Revolving Loans under such Revolving Facility on the daily average daily amount of such Lender’s LC Exposure under such Revolving Facility (excluding any portion thereof attributable to unreimbursed LC Disbursements), to be shared ratably among the Lenders under such Revolving Facility and (ii) during to each Issuing Lender (with respect to each Letter of Credit issued by it), such Issuing Lender’s customary fees for issuance, amendments and processing referred to in Section 2.02. In addition, the Borrower agrees to pay each Issuing Lender for its account a fronting fee of 0.125% per annum in respect of each Letter of Credit issued by such Issuing Lender, for the period from and including the date of this Agreement to but excluding the later issuance of the date on which such Lender’s Commitment terminates and the date on which such Lender ceases to have any LC Exposure; provided that, if an Event of Default has occurred and is continuing during such period, the Letter of Credit participation fee shall increase by 2% per annum over the then applicable rate, (ii) to the Issuing Bank a fronting fee, which shall accrue at the rate of one-half of one percent (0.50%) per annum on the average daily amount of the LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the date of this Agreement to but excluding the later of the date of termination of the Commitments and the date on which there ceases to be any LC Exposure; provided that such Letter of Credit. Accrued fees described in no event shall such fee be less than $500 during any quarter, and (iii) to the Issuing Bank, for its own account, its standard fees with this paragraph in respect to the issuance, amendment, renewal or extension of any each Letter of Credit or processing of drawings thereunder. Participation fees under the applicable Revolving Facility shall be due and fronting fees accrued through and including payable quarterly in arrears on the last day Business Day of each March, June, September and December of each year shall be payable and on the third Business Day following such last dayLC Tranche Facility Termination Date with respect to LC Tranche Commitments, commencing the 3-Year Revolving Facility Termination Date with respect to 3-Year Revolving Commitments and on the first such date to occur after the date of this Agreement; provided that all such fees shall be payable on the 5-Year Revolving Facility Termination Date and any such fees accruing after the Termination Date shall be payable on demand. Any other fees payable with respect to the Issuing Bank pursuant to this Section 3.05(b) shall be payable within ten days after demand. All participation fees and fronting fees shall be computed on the basis of a year of 360 days, unless such computation would exceed the Highest Lawful Rate, in which case interest shall be computed on the basis of a year of 365 days (or 366 days in a leap year), and shall be payable for the actual number of days elapsed (including the first day but excluding the last day)5-Year Revolving Commitments.

Letter of Credit Fees. The Borrower agrees to pay (i) to the Administrative Agent for the account of each Lender, Lender a participation fee with respect to its participations in Letters of Credit, which shall accrue at the same Applicable Margin for Tranche A Loans used to determine the interest rate applicable to Eurodollar Loans on the average daily amount of such Lender’s 's LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the date of this Agreement to but excluding the later of the date on which such Lender’s 's Commitment terminates and the date on which such Lender ceases to have any LC Exposure; provided that, if an Event of Default has occurred and is continuing during such period, the Letter of Credit participation fee shall increase by 2% per annum over the then applicable rate, (ii) to the each Issuing Bank Bank, for its own account, a fronting fee, which shall accrue at the rate of one-half of one percent (0.50%) 0.125% per annum on the average daily amount of the LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the date of this Agreement to but excluding the later of the date of termination of the Commitments and the date on which there ceases to be any LC Exposure; , provided that in no event shall such fee be less than $500 during any quarter, and (iii) to the each Issuing Bank, for its own account, its standard and customary fees with respect to the issuance, amendment, renewal or extension of any Letter of Credit issued by such Issuing Bank or processing of drawings thereunder. Participation fees and fronting fees accrued through and including the last day of March, June, September and December of each year shall be payable on the third Business Day following such last day, commencing on the first such date to occur after the date of this Agreement; provided that all such fees shall be payable on the Termination Date and any such fees accruing after the Termination Date shall be payable on demand. Any other fees payable to the an Issuing Bank pursuant to this Section 3.05(b) shall be payable within ten 10 days after demand. All participation fees and fronting fees shall be computed on the basis of a year of 360 days, unless such computation would exceed the Highest Lawful Rate, in which case interest shall be computed on the basis of a year of 365 days (or 366 days in a leap year), and shall be payable for the actual number of days elapsed (including the first day but excluding the last day).

Letter of Credit Fees. The Borrower agrees to Borrowers shall pay (i) to the Administrative Agent for the account of each Lender, Revolving Credit Lender or Incremental Facility Revolving Credit Lender (ratably in accordance with their respective Letter of Credit Commitment Percentages) a participation letter of credit fee with in respect to its participations in Letters of each Revolving Credit Letter of Credit or Incremental Facility Letter of Credit, which shall accrue at as applicable, in an amount equal to the same Applicable Margin used Margin, in effect from time to determine time, for Revolving Credit Loans or Incremental Facility Revolving Credit Loans of the interest rate applicable to respective Series, as applicable, that are Eurodollar Loans on the daily average daily undrawn face amount of such Lender’s LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) during Letter of Credit for the period from and including the date of this Agreement issuance of such Letter of Credit (i) in the case of a Letter of Credit that expires in accordance with its terms, to and including such expiration date and (ii) in the case of a Letter of Credit that is drawn in full or is otherwise terminated other than on the stated expiration date of such Letter of Credit, to but excluding the later of the date on which such Lender’s Commitment terminates and the date on which such Lender ceases to have any LC Exposure; provided that, if an Event of Default has occurred and is continuing during such period, the Letter of Credit participation is drawn in full or is terminated (such fee to be non-refundable, to be paid in arrears not later than the third Business Day following each Quarterly Date and on the Revolving Credit Commitment Termination Date (or, as applicable, the commitment termination date for the Incremental Facility Revolving Credit Commitments of the relevant Series) and to be calculated for any day after giving effect to any payments made under such Letter of Credit on such day). In addition, the Borrowers shall increase pay to the Administrative Agent for the account of the relevant Issuing Lender a fronting fee in respect of each Letter of Credit issued by 2such Issuing Lender in an amount equal to 1/4 of 1% per annum over of the then applicable rate, (ii) to the Issuing Bank a fronting fee, which shall accrue at the rate of one-half of one percent (0.50%) per annum on the daily average daily undrawn face amount of the LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) during such Letter of Credit for the period from and including the date of this Agreement issuance of such Letter of Credit (i) in the case of a Letter of Credit that expires in accordance with its terms, to and including such expiration date and (ii) in the case of a Letter of Credit that is drawn in full or is otherwise terminated other than on the stated expiration date of such Letter of Credit, to but excluding the later of the date of termination of the Commitments and the date on which there ceases to be any LC Exposure; provided that in no event shall such fee be less than $500 during any quarter, and (iii) to the Issuing Bank, for its own account, its standard fees with respect to the issuance, amendment, renewal or extension of any Letter of Credit is drawn in full or processing of drawings thereunder. Participation fees and fronting fees accrued through and including the last day of Marchis terminated (such fee to be non-refundable, June, September and December of each year shall to be payable on paid in arrears not later than the third Business Day following such last day, commencing each Quarterly Date and on the first such date to occur after the date of this Agreement; provided that all such fees shall be payable on the Revolving Credit Commitment Termination Date or, as applicable, the commitment termination date for the Incremental Facility Revolving Credit Commitments of the relevant Series, and to be calculated for any day after giving effect to any payments made under such fees accruing after Letter of Credit on such day) plus all commissions, charges, costs and expenses in the Termination Date shall be payable on demand. Any other fees payable amounts customarily charged by such Issuing Lender from time to time in like circumstances with respect to the Issuing Bank pursuant to this Section 3.05(b) shall be payable within ten days after demand. All participation fees issuance of each Letter of Credit and fronting fees shall be computed on the basis of a year of 360 days, unless such computation would exceed the Highest Lawful Rate, in which case interest shall be computed on the basis of a year of 365 days (or 366 days in a leap year), drawings and shall be payable for the actual number of days elapsed (including the first day but excluding the last day)other transactions relating thereto.

Letter of Credit Fees. The Borrower agrees to pay (i) to the Administrative Agent for the account of each Lender a commission on such Lender, a participation fee with respect to its participations in Letters ’s Ratable Share of Credit, which shall accrue at the same Applicable Margin used to determine the interest rate applicable to Eurodollar Loans on the average daily amount aggregate Available Amount of such Lender’s LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) during all Letters of Credit issued for the period from and including the date of this Agreement to but excluding the later account of the date Borrower outstanding from time to time at a rate per annum equal to the Applicable Rate for Eurodollar Rate Advances in effect from time to time, payable in arrears quarterly on which such Lender’s the last Business Day of each March, June, September and December, commencing on the last Business Day of December, 2014, and on the Commitment terminates Termination Date, and after the date on which such Lender ceases to have any LC ExposureCommitment Termination Date payable upon demand; provided that, if an Event of Default has occurred and is continuing during such period, that the Letter of Credit participation fee Applicable Rate shall increase by 2% per annum over upon the then applicable rate, (ii) occurrence and during the continuation of an Event of Default if the Borrower is required to the pay Default Interest pursuant to Section 2.07(b). The Borrower further agrees to pay to each Issuing Bank for its own account a fronting fee, which shall accrue at the rate of one-half of one percent (0.50%) 0.125% per annum on the average daily amount of the LC Letter of Credit Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) Letters of Credit issued by such Issuing Bank during the period from and including the date of this Agreement Closing Date to but excluding the later of the date of termination of the Commitments and the date on which there ceases to be any LC Exposure; provided that in no event shall Letter of Credit Exposure attributable to Letters of Credit issued by such fee be less than $500 during any quarter, and (iii) to the Issuing Bank, for its own account, its as well as each Issuing Bank’s standard fees and commissions with respect to the issuance, amendment, cancellation, negotiation, transfer, presentment, renewal or extension of any Letter of Credit issued by such Issuing Bank or processing of drawings thereunder. Participation Fronting fees and fronting fees accrued through and including shall be payable quarterly in arrears on the last day Business Day of each March, June, September and December of each year shall be payable and on the third Business Day following such last dayCommitment Termination Date, commencing on the first such date to occur after the date last Business Day of this Agreement; provided that all such fees shall be payable on the Termination Date and any such fees accruing after the Termination Date shall be payable on demand. Any other fees payable to the Issuing Bank pursuant to this Section 3.05(b) shall be payable within ten days after demand. All participation fees and fronting fees shall be computed on the basis of a year of 360 daysDecember, unless such computation would exceed the Highest Lawful Rate, in which case interest shall be computed on the basis of a year of 365 days (or 366 days in a leap year), and shall be payable for the actual number of days elapsed (including the first day but excluding the last day)2014.

Letter of Credit Fees. The Borrower agrees to pay (i) to the Administrative Agent for the account of each Lender, Lender a participation fee with respect to its participations in Letters of Credit, which shall accrue at the same Applicable Margin used to determine the interest rate applicable to Eurodollar Loans on the average daily amount of such Lender’s 's LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the date of this Agreement Effective Date to but excluding the later of the date on which such Lender’s 's Commitment terminates and the date on which such Lender ceases to have any LC Exposure; provided that, if an Event of Default has occurred and is continuing during such period, the Letter of Credit participation fee shall increase by 2% per annum over the then applicable rate, (ii) to the each Issuing Bank a fronting fee, which shall accrue at the rate of one-half of one percent (0.50%) 0.125% per annum on the average daily amount of that portion of the LC Exposure attributable to such Issuing Bank (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the date of this Agreement Effective Date to but excluding the later of the date of termination of the Commitments and the date on which there ceases to be any LC Exposure; Exposure attributable to such Issuing Bank, provided that in no event shall such fee be less than $500 125 during any quarter, and (iii) to the each Issuing Bank, for its own account, its standard fees with respect to the issuance, amendment, renewal or extension of any Letter of Credit or processing of drawings thereunder. Participation fees and fronting fees accrued through and including the last day of March, June, September and December of each year year, shall be payable on the third Business Day following such last day, commencing on the first such date to occur after the date of this AgreementEffective Date; provided that all such fees shall be payable on the Termination Date and any such fees accruing after the Termination Date shall be payable on demand. Any other fees payable to the an Issuing Bank pursuant to this Section 3.05(b) shall be payable within ten 10 days after demand. All participation fees and fronting fees shall be computed on the basis of a year of 360 days, unless such computation would exceed the Highest Lawful Rate, in which case interest shall be computed on the basis of a year of 365 days (or 366 days in a leap year), and shall be payable for the actual number of days elapsed (including the first day but excluding the last day).

Letter of Credit Fees. The Borrower agrees to (a) Borrowers shall pay (ix) to the Administrative Agent for the account of each Lender, a participation fee with respect to its participations in Letters fees for each Letter of Credit, which shall accrue at the same Applicable Margin used to determine the interest rate applicable to Eurodollar Loans on the average daily amount of such Lender’s LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) during Credit for the period from and excluding the date of issuance of same to and including the date of this Agreement expiration or termination, equal to but excluding the later aggregate daily face amount of the date on which such Lender’s Commitment terminates and the date on which such Lender ceases to have any LC Exposure; provided that, if an Event of Default has occurred and is continuing during such period, the each outstanding Letter of Credit participation fee shall increase multiplied by 2% per annum over the then applicable rateApplicable Margin for Revolving Advances consisting of LIBOR Rate Loans, (ii) to the Issuing Bank a fronting fee, which shall accrue at the rate of one-half of one percent (0.50%) per annum on the average daily amount of the LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the date of this Agreement to but excluding the later of the date of termination of the Commitments and the date on which there ceases such fees to be any LC Exposure; provided that in no event shall such fee be less than $500 during any quarter, and (iii) to the Issuing Bank, for its own account, its standard fees with respect to the issuance, amendment, renewal or extension of any Letter of Credit or processing of drawings thereunder. Participation fees and fronting fees accrued through and including the last day of March, June, September and December of each year shall be payable on the third Business Day following such last day, commencing on the first such date to occur after the date of this Agreement; provided that all such fees shall be payable on the Termination Date and any such fees accruing after the Termination Date shall be payable on demand. Any other fees payable to the Issuing Bank pursuant to this Section 3.05(b) shall be payable within ten days after demand. All participation fees and fronting fees shall be computed calculated on the basis of a 360-day year of 360 days, unless such computation would exceed the Highest Lawful Rate, in which case interest shall be computed on the basis of a year of 365 days (or 366 days in a leap year), and shall be payable for the actual number of days elapsed (including and to be payable quarterly in arrears on the first day but of each calendar quarter, and (y) to Lender, a fronting fee of one quarter of one percent (0.25%) per annum times the aggregate daily face amount of each outstanding Letter of Credit for the period from and excluding the last daydate of issuance of same to and including the date of expiration or termination, to be payable quarterly in arrears on the first day of each calendar quarter (all of the foregoing fees, the “Letter of Credit Fees”). In addition, Borrowers shall pay to Lender any and all administrative, issuance, amendment, payment and negotiation charges with respect to Letters of Credit and all fees and expenses as agreed upon by Lxxxxx and the Borrowing Representative in connection with any Letter of Credit, including in connection with the opening, amendment or renewal of any such Letter of Credit and any acceptances created thereunder, all such charges, fees and expenses, if any, to be payable on demand. All such charges shall be deemed earned in full on the date when the same are due and payable hereunder and shall not be subject to rebate or pro-ration upon the termination of this Agreement for any reason. Any such charge in effect at the time of a particular transaction shall be the charge for that transaction, notwithstanding any subsequent change in Lxxxxx’s prevailing charges for that type of transaction. Upon and after the occurrence of an Event of Default, and during the continuation thereof, at the option of Lender (or, in the case of any Event of Default under Section 10.7, immediately and automatically upon the occurrence of any such Event of Default without the requirement of any affirmative action by any party), the Letter of Credit Fees described in clause (x) of this Section 3.2(a) shall be increased by an additional three percent (3%) per annum.

Letter of Credit Fees. The Borrower agrees to pay (i) to the Administrative Agent for the account of each Lender, Lender a participation fee with respect to its participations in Letters of Credit, which shall accrue at a rate per annum equal to the same Applicable Margin used to determine the interest rate applicable to Eurodollar interest on SOFR Loans on the average daily amount of such Lender’s LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the date of this Agreement Effective Date to but excluding the later of the date on which such LenderXxxxxx’s Commitment terminates and the date on which such Lender ceases to have any LC Exposure; provided that, if an Event of Default has occurred and is continuing during such period, the Letter of Credit participation fee shall increase by 2% per annum over the then applicable rate, (ii) to the Issuing Bank a fronting fee, which shall accrue at the rate of one-half of one percent (0.50%) per annum on the average daily amount of the aggregate LC Exposure (excluding any portion thereof attributable to unreimbursed LC DisbursementsDisbursements and for purposes of this clause (ii), determined without giving effect to the participations therein of the Lenders pursuant to Section 2.04(e)) during the period from and including the date of this Agreement Effective Date to but excluding the later of the date of termination of the Commitments and the date on which there ceases to be any LC Exposure; provided that in no event shall such fee be less than $500 during any quarter, and (iii) to as well as the Issuing Bank, for its own account, its ’s standard fees with respect to the issuance, amendment, amendment renewal or extension of any Letter of Credit or processing of drawings thereunder. Participation fees and fronting fees accrued through and including the last day of March, June, September and December of each year Quarterly Date shall be payable on the third (3rd) Business Day following such last dayQuarterly Date, commencing on the first such date to occur after the date of this AgreementEffective Date; provided that all such fees with respect to the Letters of Credit shall be payable on the earlier of the applicable Revolver Termination Date and the date on which the Commitments are otherwise terminated in accordance with the terms hereof (such earlier date, the “termination date”) and the Borrower shall pay any such fees accruing that have accrued and that are unpaid on the termination date and, in the event any Letters of Credit shall be outstanding that have expiration dates after the Termination Date termination date, the Borrower shall be payable prepay on demandthe termination date the full amount of the participation and fronting fees that will accrue on such Letters of Credit subsequent to the termination date through but not including the date such outstanding Letters of Credit are scheduled to expire. Any other fees payable to the Issuing Bank pursuant to this Section 3.05(b) paragraph shall be payable within ten (10) days after demand. All participation fees and fronting fees shall be computed on the basis of a year of 360 days, unless such computation would exceed the Highest Lawful Rate, in which case interest shall be computed on the basis of a year of 365 days (or 366 days in a leap year), and shall be payable for the actual number of days elapsed (including the first day but excluding the last day).

Letter of Credit Fees. The Borrower agrees to pay (i) to the Administrative Agent for the account of each Lender, Lender a participation fee with respect to its participations in Letters of Credit, which shall accrue at a rate per annum equal to the same Applicable Margin used to determine the interest rate applicable to Eurodollar interest on Term Benchmark Loans (or, if such Letter of Credit is denominated in GBP, RFR Loans) on the average daily maximum amount of such Lender’s LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the date of this Agreement Effective Date to but excluding the later of the date on which such Lender’s Commitment of the applicable Class terminates and the date on which such Lender ceases to have any LC Exposure; provided thatExposure of such Class, if an Event of Default has occurred and is continuing during such period, the Letter of Credit participation fee shall increase by 2% per annum over the then applicable rate, (ii) to the each Issuing Bank a fronting fee, which shall accrue at the rate of one-half of one percent (0.50%) 0.25% per annum on the average daily maximum amount of the LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) applicable to Letters of Credit issued by such Issuing Bank during the period from and including the date of this Agreement Effective Date to but excluding the later of the date of termination of the Commitments and the date on which there ceases to be any LC Exposure; provided that in no event shall such fee be less than $500 during any quarter, and (iii) to the as well as each Issuing Bank, for its own account, its ’s standard fees with respect to the issuance, amendment, renewal or extension of any Letter of Credit or processing of drawings thereunder. Participation fees and fronting fees accrued through and including each Quarterly Date shall be payable in arrears on the last day sixth (6th) Business Day following such Quarterly Date, commencing on March 31, 2023; provided that, all such fees with respect to the Letters of March, June, September and December of each year Credit shall be payable on the third Business Day following date on which the Commitments of the applicable Class terminate (the “termination date”), the Borrower shall pay any such last day, commencing fees that have accrued and that are unpaid on the first termination date and, in the event any Letters of Credit shall be outstanding that have expiration dates after the termination date, the Borrower shall prepay on the termination date the full amount of the participation and fronting fees that will accrue on such Letters of Credit subsequent to the termination date through but not including the date such outstanding Letters of Credit are scheduled to occur expire (and in that connection, the Lenders agree not later than the date two (2) Business Days after the date upon which the last such Letter of this Agreement; provided Credit shall expire or be terminated to rebate to the Borrower the excess, if any, of the aggregate participation and fronting fees that all have been prepaid by the Borrower over the amount of such fees shall be payable on that ultimately accrue through the Termination Date and any date of such fees accruing after the Termination Date shall be payable on demandexpiration or termination). Any other fees payable to the Issuing Bank Banks pursuant to this Section 3.05(b) paragraph shall be payable within ten days (10) Business Days after demand. All participation fees and fronting fees shall be computed on the basis of a year of 360 days, unless such computation would exceed the Highest Lawful Rate, in which case interest shall be computed on the basis of a year of 365 three hundred sixty (360) days (or 366 days in a leap year), and shall be payable for the actual number of days elapsed (including the first day but excluding the last day).

Letter of Credit Fees. The Borrower agrees to pay (i) to the Administrative Agent for the account of each Lender, a participation fee with respect to its such Lender’s participations in Letters of Credit, which shall accrue at the same Applicable Margin Rate used to determine the interest rate applicable to Eurodollar Eurocurrency Rate Loans on the average daily amount Dollar Equivalent of such Lender’s LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the date of this Agreement Closing Date to but excluding the later of the date on which (x) such Lender’s Commitment terminates and (y) the date on which such Lender ceases to have any LC Exposure; provided that, if an Event of Default has occurred and is continuing during such period, the Letter of Credit participation fee shall increase by 2% per annum over the then applicable rate, (ii) to the each Issuing Bank Bank, a fronting fee, which shall accrue at the rate of one-half of one percent (0.50%) 0.125% per annum (or such other rate separately agreed upon between the Borrower and such Issuing Bank) on the average daily Dollar Equivalent of the stated amount of the LC Exposure such Letter of Credit (excluding including any portion thereof attributable increase in such stated amount pursuant to unreimbursed LC Disbursementssuch Letter of Credit) during the period from and including the date of this Agreement Closing Date to but excluding the later of (A) the date of termination of the Commitments and (B) the date on which there ceases to be any LC Exposure; provided that Exposure in no event shall respect of such fee be less than $500 during any quarter, and (iii) to the Issuing Bank, for its own account, its as well as such Issuing Bank’s standard fees with respect to the issuance, amendment, renewal or extension of any Letter of Credit or processing of drawings thereunder. Participation fees and fronting fees accrued through and including the last day of March, June, September and December of each year shall be payable on the third Business Day following such last day, commencing on the first such date to occur after the date of this AgreementClosing Date; provided that all such fees shall be payable on the Termination Date date on which the Commitments terminate and any such fees accruing after the Termination Date date on which the Commitments terminate shall be payable on demand. Any other fees payable to the an Issuing Bank pursuant to this Section 3.05(b) paragraph shall be payable within ten 10 days after demand. All participation fees and fronting fees shall be computed on the basis of a year of 360 days, unless such computation would exceed the Highest Lawful Rate, in which case interest shall be computed on the basis of a year of 365 days (or 366 days in a leap year), and shall be payable for the actual number of days elapsed (including the first day but excluding the last day). The Administrative Agent shall use commercially reasonable efforts to provide to each Issuing Bank, on the date such fees are payable by the Borrower, an invoice from the Administrative Agent to the Borrower reflecting the calculation of such fees. To the extent of any difference in fee calculations between the Administrative Agent and any Issuing Bank, the fee calculation applicable to the immediately succeeding payment period may be adjusted as mutually agreed between the Administrative Agent and the Issuing Bank to account for any such difference.

Letter of Credit Fees. The Borrower agrees to Borrowers shall pay (ix) to the Administrative Agent Agent, for the account ratable benefit of Lenders, fees for each Lender, a participation fee with respect to its participations in Letters Letter of Credit, which shall accrue at the same Applicable Margin used to determine the interest rate applicable to Eurodollar Loans on the average daily amount of such Lender’s LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) during Credit for the period from and excluding the date of issuance of same to and including the date of this Agreement expiration or termination, equal to but excluding the later average daily face amount of the date on which such Lender’s Commitment terminates and the date on which such Lender ceases to have any LC Exposure; provided that, if an Event of Default has occurred and is continuing during such period, the each outstanding Letter of Credit participation fee shall increase multiplied by 2% the Applicable Margin for Eurodollar Rate Loans then in effect per annum over the then applicable rateannum, (ii) to the Issuing Bank a fronting fee, which shall accrue at the rate of one-half of one percent (0.50%) per annum on the average daily amount of the LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the date of this Agreement to but excluding the later of the date of termination of the Commitments and the date on which there ceases such fees to be any LC Exposure; provided that in no event shall such fee be less than $500 during any quarter, and (iii) to the Issuing Bank, for its own account, its standard fees with respect to the issuance, amendment, renewal or extension of any Letter of Credit or processing of drawings thereunder. Participation fees and fronting fees accrued through and including the last day of March, June, September and December of each year shall be payable on the third Business Day following such last day, commencing on the first such date to occur after the date of this Agreement; provided that all such fees shall be payable on the Termination Date and any such fees accruing after the Termination Date shall be payable on demand. Any other fees payable to the Issuing Bank pursuant to this Section 3.05(b) shall be payable within ten days after demand. All participation fees and fronting fees shall be computed calculated on the basis of a 360-day year of 360 days, unless such computation would exceed the Highest Lawful Rate, in which case interest shall be computed on the basis of a year of 365 days (or 366 days in a leap year), and shall be payable for the actual number of days elapsed (including and to be payable quarterly in arrears on the first day but excluding of each quarter and on the last dayday of the Term, and (y) to the Issuer, an issuance fee of one quarter of one percent (0.25%) per annum, together with any and all administrative, issuance, amendment, payment and negotiation charges with respect to Letters of Credit and all fees and expenses as agreed upon by the Issuer and the Borrowing Agent in connection with any Letter of Credit, including in connection with the opening, amendment or renewal of any such Letter of Credit and any acceptances created thereunder and shall reimburse Agent for any and all fees and expenses, if any, paid by Agent to the Issuer (all of the foregoing fees, the “Letter of Credit Fees”). All such charges shall be deemed earned in full on the date when the same are due and payable hereunder and shall not be subject to rebate or pro-ration upon the termination of this Agreement for any reason. Any such charge in effect at the time of a particular transaction shall be the charge for that transaction, notwithstanding any subsequent change in the Issuer’s prevailing charges for that type of transaction. All Letter of Credit Fees payable hereunder shall be deemed earned in full on the date when the same are due and payable hereunder and shall not be subject to rebate or pro-ration upon the termination of this Agreement for any reason. Upon and after the occurrence of an Event of Default, and during the continuation thereof, at the option of Agent or at the direction of Required Lenders, the Letter of Credit Fees described in clause (x) of this Section 3.2 shall be increased by an additional two percent (2%) per annum.

Letter of Credit Fees. The Borrower agrees to pay (i) to the Administrative Agent for the account of each Lender a commission on such Lender, a participation fee with respect to its participations in Letters ’s Ratable Share of Credit, which shall accrue at the same Applicable Margin used to determine the interest rate applicable to Eurodollar Loans on the average daily amount aggregate Available Amount of such Lender’s LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) during all Letters of Credit issued for the period from and including the date of this Agreement to but excluding the later account of the date Borrower outstanding from time to time at a rate per annum equal to the Applicable Rate for Eurodollar Rate Advances in effect from time to time, payable in arrears quarterly on which such Lender’s the last Business Day of each March, June, September and December, commencing on the last Business Day of June, 2018, and on the Commitment terminates Termination Date, and after the date on which such Lender ceases to have any LC ExposureCommitment Termination Date payable upon demand; provided that, if an Event of Default has occurred and is continuing during such period, that the Letter of Credit participation fee Applicable Rate shall increase by 2% per annum over upon the then applicable rate, (ii) occurrence and during the continuation of an Event of Default if the Borrower is required to the pay default interest pursuant to Section 2.07(b). The Borrower further agrees to pay to each Issuing Bank for its own account a fronting fee, which shall accrue at the rate of one-half of one percent (0.50%) 0.125% per annum on the average daily amount of the LC Letter of Credit Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) Letters of Credit issued by such Issuing Bank during the period from and including the date of this Agreement Closing Date to but excluding the later of the date of termination of the Commitments and the date on which there ceases to be any LC Exposure; provided that in no event shall Letter of Credit Exposure attributable to Letters of Credit issued by such fee be less than $500 during any quarter, and (iii) to the Issuing Bank, for its own account, its as well as each Issuing Bank’s standard fees and commissions with respect to the issuance, amendment, cancellation, negotiation, transfer, presentment, renewal or extension of any Letter of Credit issued by such Issuing Bank or processing of drawings thereunder. Participation Fronting fees and fronting fees accrued through and including shall be payable quarterly in arrears on the last day Business Day of each March, June, September and December of each year shall be payable and on the third Business Day following such last dayCommitment Termination Date, commencing on the first such date to occur after the date last Business Day of this Agreement; provided that all such fees shall be payable on the Termination Date and any such fees accruing after the Termination Date shall be payable on demand. Any other fees payable to the Issuing Bank pursuant to this Section 3.05(b) shall be payable within ten days after demand. All participation fees and fronting fees shall be computed on the basis of a year of 360 daysJune, unless such computation would exceed the Highest Lawful Rate, in which case interest shall be computed on the basis of a year of 365 days (or 366 days in a leap year), and shall be payable for the actual number of days elapsed (including the first day but excluding the last day)2018.

Letter of Credit Fees. The Borrower agrees to pay (i) to the Global Administrative Agent for the account of each Lender, Lender (other than a Defaulting Lender to the extent set forth in ‎Section 2.11) a participation fee with respect to its participations in Letters of Credit, which shall accrue at the same Applicable Margin used to determine the interest rate applicable to Eurodollar Loans on the average daily amount of such Lender’s LC Exposure (excluding any portion thereof attributable to unreimbursed LC DisbursementsDisbursements which has been funded by such Lender) during the period from and including the date of this Agreement Effective Date to but excluding the later of the date on which such Lender’s Commitment terminates and the date on which such Lender ceases to have any LC Exposure; provided that, if an Event of Default has occurred and is continuing during such period, the Letter of Credit participation fee shall increase by 2% per annum over the then applicable rate, (ii) to the each Issuing Bank a fronting fee, which shall accrue at the rate of one-half of one percent (0.50%) per annum agreed to with such Issuing Bank on the average daily amount of that portion of the LC Exposure attributable to such Issuing Bank (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the date of this Agreement Effective Date to but excluding the later of the date of termination of the Commitments and the date on which there ceases to be any LC Exposure; Exposure attributable to such Issuing Bank, provided that in no event shall such (x) if the expiration date of the Letter of Credit is less than one year after its date of issuance and the aggregate fronting fee otherwise payable through its expiration would be less than $500, then the Borrower shall pay to such Issuing Bank $500 during upon the issuance of such Letter of Credit in lieu of the fronting fee otherwise payable and (y) no fronting fee shall be payable with respect to any quarterGrandfathered Letters of Credit on the Effective Date or thereafter, until and unless such Grandfathered Letter of Credit is extended, renewed or reissued hereunder, and (iii) to the each Issuing Bank, for its own account, its standard fees with respect to the issuance, amendment, renewal or extension of any Letter of Credit or processing of drawings thereunder. Participation fees and fronting fees accrued through and including the last day of March, June, September and December of each year shall be payable in arrears on the third Business Day following such last day, commencing on the first such date to occur after the date of this AgreementEffective Date; provided that all such fees shall be payable on the Termination Date and any such fees accruing after the Termination Date shall be payable on demand. Any other fees payable to the an Issuing Bank pursuant to this Section ‎Section 3.05(b) shall be payable within ten 10 days after demand. All participation fees and fronting fees shall be computed on the basis of a year of 360 days, unless such computation would exceed the Highest Lawful Rate, in which case interest shall be computed on the basis of a year of 365 days (or 366 days in a leap year), and shall be payable for the actual number of days elapsed (including the first day but excluding the last day).

Letter of Credit Fees. The Borrower agrees to pay (i) to the Administrative Agent for the account of each Lender, Lender a participation fee with respect to its participations in Letters of Credit, which shall accrue at a rate per annum equal to the same Applicable Margin used to determine the interest rate applicable to Eurodollar interest on Term Benchmark Loans (or, if such Letter of Credit is denominated in GBP, RFR Loans) on the average daily amount of such Lender’s LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the date of this Agreement Effective Date to but excluding the later of the date on which such Lender’s Commitment of the applicable Class terminates and the date on which such Lender ceases to have any LC Exposure; provided thatExposure of such Class, if an Event of Default has occurred and is continuing during such period, the Letter of Credit participation fee shall increase by 2% per annum over the then applicable rate, (ii) to the each Issuing Bank a fronting fee, which shall accrue at the rate of one-half of one percent (0.50%) 0.25% per annum on the average daily amount of the LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) applicable to Letters of Credit issued by such Issuing Bank during the period from and including the date of this Agreement Effective Date to but excluding the later of the date of termination of the Commitments and the date on which there ceases to be any LC Exposure; provided that in no event shall such fee be less than $500 during any quarter, and (iii) to the as well as each Issuing Bank, for its own account, its ’s standard fees with respect to the issuance, amendment, renewal or extension of any Letter of Credit or processing of drawings thereunder. Participation fees and fronting fees accrued through and including each Quarterly Date shall be payable in arrears on the last day sixth (6th) Business Day following such Quarterly Date, commencing on June 30, 2022; provided that, all such fees with respect to the Letters of March, June, September and December of each year Credit shall be payable on the third Business Day following date on which the Commitments of the applicable Class terminate (the “termination date”), the Borrower shall pay any such last day, commencing fees that have accrued and that are unpaid on the first termination date and, in the event any Letters of Credit shall be outstanding that have expiration dates after the termination date, the Borrower shall prepay on the termination date the full amount of the participation and fronting fees that will accrue on such Letters of Credit subsequent to the termination date through but not including the date such outstanding Letters of Credit are scheduled to occur expire (and in that connection, the Lenders agree not later than the date two (2) Business Days after the date upon which the last such Letter of this Agreement; provided Credit shall expire or be terminated to rebate to the Borrower the excess, if any, of the aggregate participation and fronting fees that all have been prepaid by the Borrower over the amount of such fees shall be payable on that ultimately accrue through the Termination Date and any date of such fees accruing after the Termination Date shall be payable on demandexpiration or termination). Any other fees payable to the Issuing Bank Banks pursuant to this Section 3.05(b) paragraph shall be payable within ten days (10) Business Days after demand. All participation fees and fronting fees shall be computed on the basis of a year of 360 days, unless such computation would exceed the Highest Lawful Rate, in which case interest shall be computed on the basis of a year of 365 three hundred sixty (360) days (or 366 days in a leap year), and shall be payable for the actual number of days elapsed (including the first day but excluding the last day).

Letter of Credit Fees. The Borrower agrees to pay (i) to the Administrative Agent for the account of each Lender, Revolving Lender a participation fee with respect to its participations in Letters of Credit, which shall accrue at a rate equal to the same Applicable Margin used to determine the interest rate applicable from time to time to Eurodollar Loans (or, in the case of standby Letters of Credit, 50% of such Applicable Margin) on the average daily amount of such Revolving Lender’s LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the date of this Agreement Closing Date to but excluding the later of the date on which such Revolving Lender’s Revolving Commitment terminates and the date on which such Revolving Lender ceases to have any LC Exposure; provided that, if an Event of Default has occurred and is continuing during such period, the Letter of Credit participation fee shall increase by 2% per annum over the then applicable rate, (ii) to the each Issuing Bank a fronting fee, which shall accrue at the rate of one-half of one percent (0.50%) 0.125% per annum on the average daily amount of the LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the date of this Agreement Closing Date to but excluding the later of the date of termination of the Commitments and the date on which there ceases to be any LC Exposure; , provided that in no event shall such fee be less than $500 as to any Issuing Bank during any quarter, and (iii) to the each Issuing Bank, for its own account, its standard fees with respect to the issuance, amendment, renewal or extension of any Letter of Credit or processing of drawings thereunder. Participation fees and fronting fees accrued through and including the last day of March, June, September and December of each year shall be payable on the third fifth Business Day following such last day, commencing on the first such date to occur after the date of this AgreementClosing Date; provided that all such fees shall be payable on the Termination Date and any such fees accruing after the Termination Date shall be payable on demandreceipt of written demand setting forth such amounts and the calculation thereof with reasonable particularity. Any other fees payable to the an Issuing Bank pursuant to this Section 3.05(b) shall be payable within ten 10 days after demandreceipt of written demand setting forth such amounts with reasonable particularity. All participation fees and fronting fees shall be computed on the basis of a year of 360 days, unless such computation would exceed the Highest Lawful Rate, in which case interest shall be computed on the basis of a year of 365 days (or 366 days in a leap year), and shall be payable for the actual number of days elapsed (including the first day but excluding the last day).

Letter of Credit Fees. The Borrower agrees to (a) Borrowers shall pay (ix) to the Administrative Agent Agent, for the account ratable benefit of Lenders, fees for each Lender, a participation fee with respect to its participations in Letters Letter of Credit, which shall accrue at the same Applicable Margin used to determine the interest rate applicable to Eurodollar Loans on the average daily amount of such Lender’s LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) during Credit for the period from and excluding the date of issuance of same to and including the date of this Agreement expiration or termination, equal to but excluding the later average daily face amount of the date on which such Lender’s Commitment terminates and the date on which such Lender ceases to have any LC Exposure; provided that, if an Event of Default has occurred and is continuing during such period, the each outstanding Letter of Credit participation fee shall increase multiplied by 2% per annum over the then applicable rateApplicable Margin for Eurodollar Rate Loans, (ii) to the Issuing Bank a fronting fee, which shall accrue at the rate of one-half of one percent (0.50%) per annum on the average daily amount of the LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the date of this Agreement to but excluding the later of the date of termination of the Commitments and the date on which there ceases such fees to be any LC Exposure; provided that in no event shall such fee be less than $500 during any quarter, and (iii) to the Issuing Bank, for its own account, its standard fees with respect to the issuance, amendment, renewal or extension of any Letter of Credit or processing of drawings thereunder. Participation fees and fronting fees accrued through and including the last day of March, June, September and December of each year shall be payable on the third Business Day following such last day, commencing on the first such date to occur after the date of this Agreement; provided that all such fees shall be payable on the Termination Date and any such fees accruing after the Termination Date shall be payable on demand. Any other fees payable to the Issuing Bank pursuant to this Section 3.05(b) shall be payable within ten days after demand. All participation fees and fronting fees shall be computed calculated on the basis of a 360-day year of 360 days, unless such computation would exceed the Highest Lawful Rate, in which case interest shall be computed on the basis of a year of 365 days (or 366 days in a leap year), and shall be payable for the actual number of days elapsed (including and to be payable quarterly in arrears on the first day but excluding of each fiscal quarter and on the last dayday of the Term, and (y) to the Issuer, a fronting fee of one quarter of one percent (0.25%) per annum, together with any and all administrative, issuance, amendment, payment and negotiation charges with respect to Letters of Credit and all fees and expenses as agreed upon by the Issuer and the Borrowers in connection with any Letter of Credit, including in connection with the opening, amendment or renewal of any such Letter of Credit and any acceptances created thereunder and shall reimburse Agent for any and all fees and expenses, if any, paid by Agent to the Issuer (all of the foregoing fees, the "Letter of Credit and Acceptance Fees"). All such charges shall be deemed earned in full on the date when the same are due and payable hereunder and shall not be subject to rebate or pro-ration upon the termination of this Agreement for any reason. Any such charge in effect at the time of a particular transaction shall be the charge for that transaction, notwithstanding any subsequent change in the Issuer's prevailing charges for that type of transaction. All Letter of Credit Fees and Acceptance Fees payable hereunder shall be deemed earned in full on the date when the same are due and payable hereunder and shall not be subject to rebate or pro-ration upon the termination of this Agreement for any reason. Any Letters of Credit which Agent agrees to allow to remain outstanding after the termination of this Agreement will be cash collateralized in an amount equal to one hundred and five percent (105%) of the amount thereof in the manner described above. On demand, Borrowers will cause cash to be deposited and maintained in an account with Agent, as cash collateral, in an amount equal to one hundred and five percent (105%) of the outstanding Letters of Credit, and Borrowers hereby irrevocably authorizes Agent, in its discretion, on Borrowers' behalf and in Borrowers' names, to open such an account and to make and maintain deposits therein, or in an account opened by Borrowers, in the amounts required to be made by Borrowers, out of the proceeds of Receivables or other Collateral or out of any other funds of Borrowers coming into any Lender's possession at any time. Agent will invest such cash collateral (less applicable reserves) in such short-term money-market items as to which Agent and Borrowers mutually agree and the net return on such investments shall be credited to such account and constitute additional cash collateral. Borrowers may not withdraw amounts credited to any such account except upon the occurrence of all of the following: payment and performance in full of all Obligations, the termination of this Agreement and the expiration of all Letters of Credit.

Letter of Credit Fees. The Borrower agrees to pay (i) to the Administrative Agent for the account of each Lender, Lender a participation fee with respect to its participations in Letters each outstanding Letter of Credit, which shall accrue at the same Applicable Margin used to determine the interest rate applicable to Eurodollar Loans on the average daily amount of such Lender’s LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the date of this Agreement Initial Funding Date to but excluding the later of the date on which such Lender’s Commitment terminates and the date on which such Lender ceases to have any LC Exposure; provided that, if an Event of Default has occurred and is continuing during such period, the Letter of Credit participation fee shall increase by 2% per annum over the then applicable rate, (ii) to the Issuing Bank a fronting fee, which shall accrue at the rate of one-half of one percent (0.50%) 0.125% per annum on the average daily amount of the LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the date of this Agreement Initial Funding Date to but excluding the later of the date of termination of the Commitments and the date on which there ceases to be any LC Exposure; provided that in no event shall such fee be less than $500 during any quarterfiscal year, and (iii) to the Issuing Bank, for its own account, its standard fees with respect to the issuance, amendment, renewal or extension of any Letter of Credit or processing of drawings thereunder. Participation fees and fronting fees accrued through and including the last day of March, June, September and December of each year shall be payable on the third Business Day following the last day of such last daymonth end, commencing on the first such date to occur after the date of this AgreementInitial Funding Date; provided that all such fees shall be payable on the Termination Date and any such fees accruing after the Termination Date shall be payable on demand. Any other fees payable to the Issuing Bank pursuant to this Section 3.05(b) shall be payable within ten (10) days after demand. All participation fees and fronting fees shall be computed on the basis of a year of 360 three hundred sixty (360) days, unless such computation would exceed the Highest Lawful Rate, in which case interest shall be computed on the basis of a year of 365 three hundred sixty-five (365) days (or 366 three hundred sixty-six (366) days in a leap year), and shall be payable for the actual number of days elapsed (including the first day but excluding the last day).

Letter of Credit Fees. The Borrower agrees to pay (i) to the Administrative Agent for the account of each Lender, Revolving Lender (other than a Defaulting Lender to the extent set forth in Section 4.05) a participation fee with respect to its participations in Letters of Credit, which shall accrue at the same Applicable Margin used to determine the interest rate applicable to Eurodollar Loans (as such rate may be increased pursuant to Section 3.02(d)) on the average daily amount of such Revolving Lender’s LC Exposure (excluding any portion thereof attributable to unreimbursed LC DisbursementsDisbursements that has been funded by such Revolving Lender) during the period from and including the date of this Agreement to but excluding the later of the date on which such Revolving Lender’s Revolving Commitment terminates and the date on which such Revolving Lender ceases to have any LC Exposure; provided that, if an Event of Default has occurred and is continuing during such period, the Letter of Credit participation fee shall increase by 2% per annum over the then applicable rate, (ii) to the each applicable Issuing Bank a fronting fee, which shall accrue at fee in an amount equal to 0.125% multiplied by the rate face amount of one-half such Letter of one percent (0.50%) per annum Credit on the average daily amount of the LC Exposure attributable to such Issuing Bank (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the date of this Agreement to but excluding the later of the date of termination of the Revolving Commitments and the date on which there ceases to be any LC Exposure; provided that in no event shall such fee be less than $500 during any quarter, Exposure and (iii) to the each Issuing Bank, for its own account, its standard fees with respect to the issuance, amendment, renewal or extension of any Letter of Credit or processing of drawings thereunder. Participation fees and fronting fees accrued through and including the last day Business Day of March, June, September and December of each year shall be payable on the third Business Day following such last dayBusiness Day, commencing on the first such date to occur after the date of this Agreement; provided that all such fees shall be payable on the Revolving Termination Date and any such fees accruing after the Revolving Termination Date shall be payable on demand. Any other fees payable to the any Issuing Bank pursuant to this Section 3.05(b) shall be payable within ten 10 days after demand. All participation fees and fronting fees shall be computed on the basis of a year of 360 days, unless such computation would exceed the Highest Lawful Rate, in which case interest shall be computed on the basis of a year of 365 days (or 366 days in a leap year), and shall be payable for the actual number of days elapsed (including the first day but excluding the last day).

Letter of Credit Fees. The Borrower agrees to (a) Borrowers shall pay (ix) to the Administrative Agent Agent, for the account benefit of Lenders, fees for each Lender, a participation fee with respect to its participations in Letters Letter of Credit, which shall accrue at the same Applicable Margin used to determine the interest rate applicable to Eurodollar Loans on the average daily amount of such Lender’s LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) during Credit for the period from and excluding the date of issuance of same to and including the date of this Agreement expiration or termination, equal to but excluding the later average daily face amount of the date on which such Lender’s Commitment terminates and the date on which such Lender ceases to have any LC Exposure; provided that, if an Event of Default has occurred and is continuing during such period, the each outstanding Letter of Credit participation fee shall increase multiplied by 2% (i) one and one-half percent (1.50%) per annum with respect to Trade Letters of Credit or (ii) (A) prior to delivery on the Borrower's audited financial statements for its fiscal year ending September 30, 2000, the applicable percentage per annum over the then applicable rate, Eurodollar Rate for Level II pricing as set forth on Schedule 1 hereto and (iiB) to the Issuing Bank a fronting fee, which shall accrue at the rate of one-half of one percent (0.50%) per annum on the average daily amount of the LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the date of this Agreement to but excluding the later of the date of termination of the Commitments and the date on which there ceases to be any LC Exposure; provided that in no event shall such fee be less than $500 during any quarter, and (iii) to the Issuing Bank, for its own account, its standard fees with respect to the issuance, amendment, renewal or extension of any Letter of Credit or processing of drawings thereunder. Participation fees and fronting fees accrued through and including the last day of March, June, September and December of each year shall be payable on after the third Business Day following such last dayafter delivery of the Borrower's audited financial statements for its fiscal year ending September 30, commencing 2000, the then applicable percentage per annum over the Eurodollar Rate for the then applicable Level, as set forth on the first such date Schedule 1 hereto, with respect to occur after the date Standby Letters of this Agreement; provided that all Credit, such fees shall to be payable on the Termination Date and any such fees accruing after the Termination Date shall be payable on demand. Any other fees payable to the Issuing Bank pursuant to this Section 3.05(b) shall be payable within ten days after demand. All participation fees and fronting fees shall be computed calculated on the basis of a 360-day year of 360 days, unless such computation would exceed the Highest Lawful Rate, in which case interest shall be computed on the basis of a year of 365 days (or 366 days in a leap year), and shall be payable for the actual number of days elapsed (including and to be payable monthly in arrears on the first day but excluding of each month and on the last dayday of the Term (y) to Agent, for the benefit of the Issuer, one-quarter percent (.25%) of the face amount of each Standby Letters of Credit, and (z) to the Issuer, any and all fees and expenses as agreed upon by the Issuer and the Borrowing Agent in connection with any Letter of Credit, including, without limitation, in connection with the opening, amendment or renewal of any such Letter of Credit and any acceptances created thereunder and shall reimburse Agent for any and 31 39 all fees and expenses, if any, paid by Agent to the Issuer (all of the foregoing fees, the "Letter of Credit Fees"). All such charges shall be deemed earned in full on the date when the same are due and payable hereunder and shall not be subject to rebate or proration upon the termination of this Agreement for any reason. Any such charge in effect at the time of a particular transaction shall be the charge for that transaction, notwithstanding any subsequent change in the Issuer's prevailing charges for that type of transaction. All Letter of Credit Fees payable hereunder shall be deemed earned in full on the date when the same are due and payable hereunder and shall not be subject to rebate or proration upon the termination of this Agreement for any reason. At the Agent's request at any time while an Event of Default is continuing, Borrowers will cause cash to be deposited and maintained in an account with Agent, as cash collateral, in an amount equal to one hundred and five percent (105%) of the outstanding Letters of Credit, and each Borrower hereby irrevocably authorizes Agent, in its discretion, on such Borrower's behalf and in such Borrower's name, to open such an account and to make and maintain deposits therein, or in an account opened by such Borrower, in the amounts required to be made by such Borrower, out of the proceeds of Receivables or other Collateral or out of any other funds of such Borrower coming into any Lender's possession at any time. Agent will invest such cash collateral (less applicable reserves) in such short-term money-market items as to which Agent and such Borrower mutually agree and the net return on such investments shall be credited to such account and constitute additional cash collateral. No Borrower may withdraw amounts credited to any such account except upon cure or waiver of such Event of Default as long as no other Event of Default is then continuing or upon payment and performance in full of all Obligations and termination of this Agreement or if the amounts held therein exceed the amounts available to be drawn under such Letters of Credit plus amounts drawn and outstanding thereunder by more than 105%.

Letter of Credit Fees. The Borrower agrees shall pay with respect to pay each Letter of Credit under the applicable Revolving Facility (i) to the Administrative Agent for the account of each Lenderthe Lenders under such Revolving Facility a fee calculated (on the basis of the actual number of days elapsed over a year of three hundred sixty (360) days) at the per annum rate equal to, a participation fee (x) solely in the case of the 2025 Non-Consenting Revolving Commitments, the Applicable Margin then in effect with respect to its participations in Letters of Credit, which shall accrue at the same Applicable Margin used to determine the interest rate applicable to Eurodollar Revolving Loans under suchthe 2025 Revolving Facility on the daily average daily amount of such Lender’s LC Exposure under suchthe 2025 Revolving Facility (excluding excluding, in each case, any portion thereof attributable to unreimbursed LC Disbursements) during and, (y) other than in the case of the 2025 Non-Consenting Revolving Commitments, the Applicable Margin applicable to Letters of Credit under the applicable Revolving Facility at such time excluding, in each case, any portion thereof attributable to unreimbursed LC Disbursements, to be shared ratably among the Lenders under such Revolving Facility and (ii) to each Issuing Lender (with respect to each Letter of Credit issued by it), such Issuing Lender’s customary fees for issuance, amendments and processing referred to in ‎Section 2.02. In addition, the Borrower agrees to pay each Issuing Lender for its account a fronting fee of 0.125% per annum in respect of each Letter of Credit issued by such Xxxxxxx Xxxxxx, for the period from and including the date of this Agreement to but excluding the later issuance of the date on which such Lender’s Commitment terminates and the date on which such Lender ceases to have any LC Exposure; provided that, if an Event of Default has occurred and is continuing during such period, the Letter of Credit participation fee shall increase by 2% per annum over the then applicable rate, (ii) to the Issuing Bank a fronting fee, which shall accrue at the rate of one-half of one percent (0.50%) per annum on the average daily amount of the LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the date of this Agreement to but excluding the later of the date of termination of the Commitments and the date on which there ceases to be any LC Exposure; provided that such Letter of Credit. Accrued fees described in no event shall such fee be less than $500 during any quarter, and (iii) to the Issuing Bank, for its own account, its standard fees with this paragraph in respect to the issuance, amendment, renewal or extension of any each Letter of Credit or processing of drawings thereunder. Participation fees under the applicable Revolving Facility shall be due and fronting fees accrued through and including payable quarterly in arrears on the last day Business Day of each March, June, September and December of each year shall be payable and on the third Business Day following such last dayLC Tranche Facility Termination Date with respect to LC Tranche Commitments, commencing the 2024 Revolving Facility Termination Date with respect to 2024 Revolving Commitments and on the first such date to occur after the date of this Agreement; provided that all such fees shall be payable on the 20232025 Revolving Facility Termination Date and any such fees accruing after the Termination Date shall be payable on demand. Any other fees payable with respect to the Issuing Bank pursuant to this Section 3.05(b) shall be payable within ten days after demand. All participation fees and fronting fees shall be computed on the basis of a year of 360 days, unless such computation would exceed the Highest Lawful Rate, in which case interest shall be computed on the basis of a year of 365 days (or 366 days in a leap year), and shall be payable for the actual number of days elapsed (including the first day but excluding the last day)20232025 Revolving Commitments.

Letter of Credit Fees. The Borrower agrees to pay (i) to the Administrative Agent for the account of each Lender, Lender a participation fee with respect to its participations in Letters of Credit, which shall accrue at the same Applicable Margin used to determine the interest rate applicable to Eurodollar Loans on the average daily amount of such Lender’s LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the date of this Agreement to but excluding the later of the date on which such Lender’s Commitment terminates and the date on which such Lender ceases to have any LC Exposure; provided that. The Borrower also agrees to pay to the applicable Issuing Bank, if an Event of Default has occurred and is continuing during such period, the Letter of Credit participation fee shall increase by 2% per annum over the then applicable ratefor its own account, (iii) to the Issuing Bank a fronting fee, which shall accrue at the rate of one-half of one percent (0.50%) 0.125% per annum on the average daily amount of the LC Exposure attributable to Letters of Credit issued by such Issuing Bank (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the date of this Agreement to but excluding the later of the date of termination of the Commitments and the date on which there ceases to be any LC Exposure; Exposure attributable to Letters of Credit issued by such Issuing Bank, provided that in no event shall such fee be less than $500 for any Issuing Bank during any quarter, quarter and (iiiii) to the Issuing Bank, for its own account, its ’s standard fees with respect to the issuance, amendment, renewal or extension of any Letter of Credit or processing of drawings thereunder. Participation fees and fronting fees accrued through and including the last day of March, June, September and December of each year shall be payable on the third Business Day following such last day, commencing on the first such date to occur after the date of this Agreement; provided that all such fees shall be payable on the Termination Date and any such fees accruing after the Termination Date shall be payable on demand. Any other fees payable to the Issuing Bank pursuant to this Section 3.05(b) shall be payable within ten 10 days after demand. All participation fees and fronting fees shall be computed on the basis of a year of 360 days, unless such computation would exceed the Highest Lawful Rate, in which case interest shall be computed on the basis of a year of 365 days (or 366 days in a leap year), and shall be payable for the actual number of days elapsed (including the first day but excluding the last day).

Letter of Credit Fees. The Borrower agrees to pay (i) to the Administrative Agent for the account of each Lender, Lender a participation fee with respect to its participations in Letters of Credit, which shall accrue at the same Applicable Margin used to determine the interest rate applicable to Eurodollar Loans on the average daily amount of such Lender’s LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the date of this Agreement Effective Date to but excluding the later of the date on which such Lender’s Commitment terminates and the date on which such Lender ceases to have any LC Exposure; provided that, if an Event of Default has occurred and is continuing during such period, the Letter of Credit participation fee shall increase by 2% per annum over the then applicable rate, (ii) to the each Issuing Bank a fronting fee, which shall accrue at the rate of one-half of one percent (0.50%) 0.125% per annum on the average daily amount of that portion of the LC Exposure attributable to such Issuing Bank (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the date of this Agreement Effective Date to but excluding the later of the date of termination of the Commitments and the date on which there ceases to be any LC Exposure; Exposure attributable to such Issuing Bank, provided that in no event shall such fee be less than $500 125 during any quarter, and (iii) to the each Issuing Bank, for its own account, its standard fees with respect to the issuance, amendment, renewal or extension of any Letter of Credit or processing of drawings thereunder. Participation fees and fronting fees accrued through and including the last day of March, June, September and December of each year year, shall be payable on the third Business Day following such last day, commencing on the first such date to occur after the date of this AgreementEffective Date; provided that all such fees shall be payable on the Termination Date and any such fees accruing after the Termination Date shall be payable on demand. Any other fees payable to the an Issuing Bank pursuant to this Section 3.05(b) shall be payable within ten 10 days after demand. All participation fees and fronting fees shall be computed on the basis of a year of 360 days, unless such computation would exceed the Highest Lawful Rate, in which case interest shall be computed on the basis of a year of 365 days (or 366 days in a leap year), and shall be payable for the actual number of days elapsed (including the first day but excluding the last day).

Letter of Credit Fees. The Borrower agrees to pay (i) to the Administrative Agent for the account of each Lender, Lender a participation fee with respect to its participations in Letters of Credit, which shall accrue at the same Applicable Margin used to determine the interest rate applicable to Eurodollar Loans 0.375% per annum on the average daily amount of such Lender’s LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the date of this Agreement to but excluding the later of the date on which such Lender’s Commitment terminates and the date on which such Lender ceases to have any LC Exposure; provided that, if an Event of Default has occurred and is continuing during such period, the Letter of Credit participation fee shall increase by 2% per annum over the then applicable rate, (ii) to the Issuing Bank a fronting fee, which shall accrue at the rate of one-half of one percent (0.50%) 0.125% per annum on the average daily amount of the LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the date of this Agreement to but excluding the later of the date of termination of the Commitments and the date on which there ceases to be any LC Exposure; , provided that in no event shall such fee be less than $500 during any quarter, and (iii) to the Issuing Bank, for its own account, its standard fees with respect to the issuance, amendment, renewal or extension of any Letter of Credit or processing of drawings thereunder. Participation fees and fronting fees accrued through and including the last day of March, June, September and December of each year shall be payable on the third Business Day following such last day, commencing on the first such date to occur after the date of this Agreement; provided that all such fees shall be payable on the Termination Date and any such fees accruing after the Termination Date shall be payable on demand. Any other fees payable to the Issuing Bank pursuant to this Section 3.05(b3.05(a) shall be payable within ten 10 days after demand. All participation fees and fronting fees shall be computed on the basis of a year of 360 days, unless such computation would exceed the Highest Lawful Rate, in which case interest shall be computed on the basis of a year of 365 days (or 366 days in a leap year), and shall be payable for the actual number of days elapsed (including the first day but excluding the last day).

Letter of Credit Fees. The Borrower agrees With respect to each Letter of Credit, the Borrowers agree to pay (i) to the Administrative Agent for applicable Issuing Bank a fronting fee in a percent per annum to be agreed between the account of each Lender, a participation fee with respect to its participations in Letters of Credit, which shall accrue Parent and the applicable Issuing Bank at the same Applicable Margin used to determine the interest rate applicable to Eurodollar Loans on the average daily amount of time such Lender’s LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the date of this Agreement to but excluding the later of the date on which such Lender’s Commitment terminates and the date on which such Lender ceases to have any LC Exposure; provided that, if an Event of Default has occurred and is continuing during such period, the Letter of Credit participation fee shall increase by 2% per annum over the then applicable rate, is issued and (ii) to the Administrative Agent a letter of credit fee (which fee shall be shared ratably by all Banks (including the Issuing Bank a fronting fee, which shall accrue at Banks) based on their respective Ratable Portions) of the rate of one-half of one percent (0.50%) per annum on the average daily amount of the LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the date of this Agreement to but excluding the later of the date of termination of the Commitments and the date on which there ceases to be any LC Exposure; provided that in no event shall such fee be less than $500 during any quarter, and (iii) rate equal to the Issuing BankApplicable Margin in effect for LIBOR Advances from time to time, for its own account, its standard fees with respect to the issuance, amendment, renewal or extension of any Letter of Credit or processing of drawings thereunder. Participation fees and fronting fees accrued through and including the last day of March, June, September and December of in each year shall be payable on the third Business Day following such last day, commencing on the first such date to occur after the date of this Agreement; provided that all such fees shall be payable on the Termination Date and any such fees accruing after the Termination Date shall be payable on demand. Any other fees payable to the Issuing Bank pursuant to this Section 3.05(b) shall be payable within ten days after demand. All participation fees and fronting fees shall be case computed on the basis of a year of 360 days, unless such computation would exceed the Highest Lawful Rate, in which case interest shall be computed on the basis of a year of 365 days (or 366 days in a leap year), and shall be payable for the actual number of days elapsed elapsed, on the maximum face amount of such Letter of Credit, from the date of issuance of such Letter of Credit until the Expiration Date for such Letter of Credit, payable quarterly in arrears on the last Business Day of each quarter and on such Expiration Date and, if applicable, on the applicable Termination Date. Anything herein to the contrary notwithstanding, during such period as a Bank is a Defaulting Lender, such Defaulting Lender will not be entitled to any fees accruing during such period pursuant to this Section 2.18(d) (without prejudice to the rights of the Non-Defaulting Lenders in respect of such fees), provided that (x) to the extent that all or a portion of the Letter of Credit Liabilities of such Defaulting Lender is reallocated to the Non-Defaulting Lenders pursuant to Section 2.21, such fees that would have accrued for the benefit of such Defaulting Lender will instead accrue for the benefit of and be payable to such Non-Defaulting Lenders, pro rata in accordance with their respective portions of such reallocation, and (y) to the extent that all or a any portion of such Letter of Credit Liabilities cannot be so reallocated and have not been Cash Collateralized by any Borrower, such fees will instead accrue for the benefit of and be payable to the applicable Issuing Bank (and the pro rata payment provisions of Section 2.12 will automatically be deemed adjusted to reflect the provisions of this Section); provided that, subject to Section 2.21(c), a Defaulting Lender shall be entitled to any fees in respect of Letters of Credit that are due and payable to such Defaulting Lender prior to it becoming a Defaulting Lender. Anything herein to the contrary notwithstanding, a Bank whose Commitment has terminated and whose participation in Letters of Credit is required to be Cash Collateralized pursuant to Section 2.18(b)(ii) will not be entitled to any fees accruing pursuant to Section 2.18(d)(ii) for the period after its Commitment terminates (without prejudice to the rights of the other Banks and the relevant Issuing Bank in respect of such fees), provided that, to the extent that all or any portion of the Letter of Credit Liabilities that were held by such Bank have not been Cash Collateralized by any Borrower, such fees will instead accrue for the benefit of and be payable to the applicable Issuing Bank (and the pro rata payment provisions of Section 2.12 will automatically be deemed adjusted to reflect the provisions of this Section); provided further that such Bank shall be entitled to any fees in respect of Letters of Credit that are due and payable to such Bank prior to such termination of its Commitment. Additionally, the Borrowers agree to pay all standard administrative, issuance, amendment, payment and negotiation charges and reasonable costs and expenses of the applicable Issuing Bank in connection with each Letter of Credit (including the first day but excluding the last daymailing charges and reasonable out-of-pocket expenditures).

Letter of Credit Fees. The Borrower agrees to pay (i) to the Administrative Agent for the account of each Lender, Revolving Credit Lender a participation fee with respect to its participations in Letters of Credit, which shall accrue at the same Applicable Margin used to determine the interest rate applicable to Eurodollar Loans on the average daily amount of such Revolving Credit Lender’s LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the date of this Agreement to but excluding the later of the date on which such Revolving Credit Lender’s Commitment terminates and the date on which such Revolving Credit Lender ceases to have any LC Exposure; provided that, if an Event of Default has occurred and is continuing during such period, the Letter of Credit participation fee shall increase by 2% per annum over the then applicable rate, (ii) to the Issuing Bank a fronting fee, which shall accrue at the rate of one-half of one percent (0.50%) 0.250% per annum on the average daily amount of the LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the date of this Agreement to but excluding the later of the date of termination of the Commitments and the date on which there ceases to be any LC Exposure; provided that in no event shall such fee be less than $500 during any quarter, and (iii) to the Issuing Bank, for its own account, its standard fees with respect to the issuance, amendment, renewal or extension of any Letter of Credit or processing of drawings thereunder. Participation fees and fronting fees accrued through and including the last day of March, June, September and December of each year shall be payable on the third Business Day following such last day, commencing on the first such date to occur after the date of this Agreement; provided that all such fees shall be payable on the Revolving Loan Termination Date and any such fees accruing after the Revolving Loan Termination Date shall be payable on demand. Upon notice thereof to the Borrower from the Administrative Agent, during the continuation of an Event of Default, the fees payable pursuant to this Section 3.05(b) shall increase by 2.00% per annum over the then-applicable rate. Any other fees payable to the Issuing Bank pursuant to this Section 3.05(b) shall be payable within ten 10 days after demand. All participation fees and fronting fees shall be computed on the basis of a year of 360 days, unless such computation would exceed the Highest Lawful Rate, in which case interest such fees shall be computed on the basis of a year of 365 days (or 366 days in a leap year), and shall be payable for the actual number of days elapsed (including the first day but excluding the last day).

Letter of Credit Fees. The Borrower agrees to pay (i) to the Administrative Agent for the account of each Lender, Lender a participation fee with respect to its participations in Letters of Credit, which shall accrue at a rate per annum equal to the Applicable Margin applicable to interest on Term Benchmark Loans (or, if such Letter of Credit is denominated in GBP, CHF or JPY, RFR Loans of the same Applicable Margin used to determine the interest rate applicable to Eurodollar Loans currency) on the average daily amount of such Lender’s LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the date of this Agreement Effective Date to but excluding the later of the date on which such Lender’s Commitment of the applicable Class terminates and the date on which such Lender ceases to have any LC Exposure; provided thatExposure of such Class, if an Event of Default has occurred and is continuing during such period, the Letter of Credit participation fee shall increase by 2% per annum over the then applicable rate, (ii) to the each Issuing Bank a fronting fee, which shall accrue at the rate of one-half of one percent (0.50%) 0.25% per annum on the average daily amount of the LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) applicable to Letters of Credit issued by such Issuing Bank during the period from and including the date of this Agreement Effective Date to but excluding the later of the date of termination of the Commitments and the date on which there ceases to be any LC Exposure; provided that in no event shall such fee be less than $500 during any quarter, and (iii) to the as well as each Issuing Bank, for its own account, its ’s standard fees with respect to the issuance, amendment, renewal or extension of any Letter of Credit or processing of drawings thereunder. Participation fees and fronting fees accrued through and including each Quarterly Date shall be payable in arrears on the last day sixth (6th) Business Day following such Quarterly Date, commencing on June 30, 2022; provided that, all such fees with respect to the Letters of March, June, September and December of each year Credit shall be payable on the third Business Day following date on which the Commitments of the applicable Class terminate (the “termination date”), the Borrower shall pay any such last day, commencing fees that have accrued and that are unpaid on the first termination date and, in the event any Letters of Credit shall be outstanding that have expiration dates after the termination date, the Borrower shall prepay on the termination date the full amount of the participation and fronting fees that will accrue on such Letters of Credit subsequent to the termination date through but not including the date such outstanding Letters of Credit are scheduled to occur expire (and in that connection, the Lenders agree not later than the date two (2) Business Days after the date upon which the last such Letter of this Agreement; provided Credit shall expire or be terminated to rebate to the Borrower the excess, if any, of the aggregate participation and fronting fees that all have been prepaid by the Borrower over the amount of such fees shall be payable on that ultimately accrue through the Termination Date and any date of such fees accruing after the Termination Date shall be payable on demandexpiration or termination). Any other fees payable to the Issuing Bank Banks pursuant to this Section 3.05(b) paragraph shall be payable within ten days (10) Business Days after demand. All participation fees and fronting fees shall be computed on the basis of a year of 360 days, unless such computation would exceed the Highest Lawful Rate, in which case interest shall be computed on the basis of a year of 365 three hundred sixty (360) days (or 366 days in a leap year), and shall be payable for the actual number of days elapsed (including the first day but excluding the last day).

Letter of Credit Fees. (a) The Administrative Agent shall be entitled to charge to the account of the Borrower agrees to pay (i) for the ratable benefit of the Revolving Credit Lenders in accordance with their respective Revolving Credit Proportionate Shares, a fee (the “Letter of Credit Fee”), in an amount equal to the Applicable Margin then in effect for Revolving Loans maintained as Eurodollar Rate Loans per annum of the daily amount of Undrawn Letter of Credit Outstandings during the immediately preceding month, due and payable monthly in arrears on the last Business Day of each calendar month, and on the Maturity Date or any earlier date on or after the termination of the Total Revolving Credit Commitments when no Letters of Credit are outstanding and (ii) as and when incurred by the Administrative Agent or any Lender, any administrative charges, fees, costs and expenses charged to the Administrative Agent or any Lender for the Borrower’s account by the Issuing Lender (other than any fees charged to the Administrative Agent or any Lender which would be duplicative of the Letter of Credit Fee paid to the Administrative Agent for the account benefit of the Lenders) (the “Issuing Lender Fees”) in connection with the issuance of any Letters of Credit by the Issuing Lender. Each determination by the Administrative Agent of Letter of Credit Fees hereunder shall be conclusive and binding for all purposes, absent manifest error. In addition, the Borrower agrees to pay to the Issuing Lender, for its own account, a facing fee in respect of each Lender, a participation fee with respect to its participations in Letters Letter of Credit, which shall accrue at Credit issued by it (the same Applicable Margin used to determine the interest rate applicable to Eurodollar Loans on the average daily amount of such Lender’s LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements“Facing Fee”) during for the period from and including the date of this Agreement to but excluding the later issuance of the date on which such Lender’s Commitment terminates and the date on which such Lender ceases to have any LC Exposure; provided that, if an Event of Default has occurred and is continuing during such period, the Letter of Credit participation fee shall increase by 2% per annum over the then applicable rate, (ii) to the Issuing Bank a fronting fee, which shall accrue at the rate of one-half of one percent (0.50%) per annum on the average daily amount of the LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the date of this Agreement termination or expiration of such Letter of Credit, computed at a rate per annum equal to but excluding 0.25% on the later daily amount of the date Undrawn Letter of termination of the Commitments and the date on which there ceases to be any LC Exposure; Credit Outstandings, provided that in no any event the minimum amount of Facing Fees payable in any twelve-month period for each Letter of Credit shall such fee be not less than $500 during any quarter500, and (iii) to it being agreed that, on the Issuing Bank, for its own account, its standard fees with respect to the issuance, amendment, renewal or extension day of issuance of any Letter of Credit and on each anniversary thereof prior to the termination or processing expiration of drawings thereunder. Participation fees and fronting fees accrued through and including such Letter of Credit, if $500 will exceed the last day amount of MarchFacing Fees that will accrue with respect to such Letter of Credit for the immediately succeeding twelve-month period, June, September and December of each year the full $500 shall be payable on the third date of issuance of such Letter of Credit and on each such anniversary thereof. Except as otherwise provided in the proviso to the immediately preceding sentence, accrued Facing Fees shall be due and payable monthly in arrears on the last Business Day following such last day, commencing of each calendar month and on the first such Maturity Date or any earlier date to occur on or after the date termination of this Agreement; provided that all such fees shall be payable on the Termination Date and any such fees accruing after the Termination Date shall be payable on demand. Any other fees payable to the Issuing Bank pursuant to this Section 3.05(b) shall be payable within ten days after demand. All participation fees and fronting fees shall be computed on the basis Total Revolving Credit Commitments when no Letters of a year of 360 days, unless such computation would exceed the Highest Lawful Rate, in which case interest shall be computed on the basis of a year of 365 days (or 366 days in a leap year), and shall be payable for the actual number of days elapsed (including the first day but excluding the last day)Credit are outstanding.

Letter of Credit Fees. The Borrower agrees to Company shall, quarterly in --------------------- arrears on the first day of each calendar quarter (for the quarter or portion thereof then ended) and at such other time or times as such charges are customarily made by the Issuing Bank, pay a fee (iin each case, a "Letter of Credit Fee") to the Administrative Agent Agent, in Dollars, in arrears (a) in respect of each standby Letter of Credit equal to (i) 1/8% per annum with respect to the aggregate Maximum Drawing Amount from time to time of such standby Letter of Credit (the "Standby Letter of Credit Issuance Fee"), such Standby Letter of Credit Issuance Fee to be for the account of each Lender, a participation fee the Issuing Bank and (ii) the Applicable Margin per annum for Eurodollar Rate Loans (other than the Domestic Term Loan) with respect to its participations in Letters of Credit, which shall accrue at the same Applicable Margin used aggregate Maximum Drawing Amount from time to determine the interest rate applicable to Eurodollar Loans on the average daily amount time of such Lender’s LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the date of this Agreement to but excluding the later of the date on which such Lender’s Commitment terminates and the date on which such Lender ceases to have any LC Exposure; provided that, if an Event of Default has occurred and is continuing during such period, the standby Letter of Credit participation fee (the "Standby Letter of Credit Fee"), which Standby Letter of Credit Fee shall increase by 2be allocated pro rata (according to the applicable --- ---- Revolving Commitment Percentages) to each of the Lenders, and (b) in respect of each documentary Letter of Credit equal to (i) 1/8% per annum over with respect to the then applicable rateaggregate Maximum Drawing Amount from time to time of such documentary Letter of Credit (the "Documentary Letter of Credit Issuance Fee"), such Documentary Letter of Credit Issuance Fee to be for the account of the Issuing Bank and (ii) the applicable Documentary Letter of Credit Fee Rate per annum with respect to the Issuing Bank a fronting feeaggregate Maximum Drawing Amount from time to time of such documentary Letter of Credit (the "Documentary Letter of Credit Fee"), which Documentary Letter of Credit Fee shall accrue at be allocated pro rata (according to the rate of one-half of one percent (0.50%applicable Revolving --- ---- Commitment Percentages) per annum on to the average daily amount of Lenders. In addition, the LC Exposure (excluding any portion thereof attributable Company shall from time to unreimbursed LC Disbursements) during the period from and including the date of this Agreement to but excluding the later of the date of termination of the Commitments and the date on which there ceases to be any LC Exposure; provided that in no event shall such fee be less than $500 during any quarter, and (iii) time pay to the Issuing Bank, for its own account, its standard such incidental issuance fees, modification fees, negotiation fees, transfer fees and other similar processing fees and charges in connection with respect to the issuance, amendment, renewal issuance or extension administration of any Letter each such Letters of Credit or processing as shall then be generally charged by such Issuing Bank in connection with similar letter of drawings thereundercredit- related transactions. Participation fees and fronting fees accrued through and including For purposes of the last day foregoing, the Existing Letters of March, June, September and December of each year Credit shall be payable deemed to be issued on the third Business Day following such last day, commencing on the first such date to occur after the date of this Agreement; provided that all such fees shall be payable on the Termination Date and any such fees accruing after the Termination Date shall be payable on demand. Any other fees payable to the Issuing Bank pursuant to this Section 3.05(b) shall be payable within ten days after demand. All participation fees and fronting fees shall be computed on the basis of a year of 360 days, unless such computation would exceed the Highest Lawful Rate, in which case interest shall be computed on the basis of a year of 365 days (or 366 days in a leap year), and shall be payable for the actual number of days elapsed (including the first day but excluding the last day)Closing Date.

Letter of Credit Fees. The Borrower agrees to pay (i) to the Administrative Agent for the account of each Lender, Revolving Credit Lender a participation fee with respect to its participations in Letters of Credit, which shall accrue at the same Applicable Margin used to determine on the interest rate applicable to Eurodollar Loans on Dollar Equivalent of the average daily amount of such Revolving Credit Lender’s LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the date of this Agreement Effective Date to but excluding the later of the date on which such Revolving Credit Lender’s Commitment terminates and the date on which such Revolving Credit Lender ceases to have any LC Exposure; provided that, if an Event of Default has occurred and is continuing during such period, the Letter of Credit participation fee shall increase by 2% per annum over the then applicable rate, (ii) from and including the Effective Date to but excluding the later of the date of termination of the Revolving Credit Commitments and the date on which there ceases to be any LC Exposure and payable on the dates specified below, to the Issuing Bank a fronting fee, which shall accrue fee in the amount of the greater of (A) $500 and (B) on such date of determination the amount equal to a fronting fee accruing at the rate of one-half one eighth of one percent (0.500.125%) per annum on the average daily amount of the Dollar Equivalent of the LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the date of this Agreement to but excluding the later of the date of termination of the Commitments and the date on which there ceases to be any LC Exposure; provided that in no event shall such fee be less than $500 during any quarterdetermination period, and (iii) to the Issuing Bank, for its own account, its standard fees with respect to the issuance, amendment, renewal or extension of any Letter of Credit or processing of drawings thereunder. Participation fees and fronting fees accrued through and including the last day of March, June, September and December of each year shall be payable on the third (3rd) Business Day following such last day, commencing on the first such date to occur after the date of this AgreementEffective Date; provided that all such fees shall be payable on the Termination Revolving Credit Maturity Date and any such fees accruing after the Termination Revolving Credit Maturity Date shall be payable on demand. Any other fees payable to the Issuing Bank pursuant to this Section 3.05(b) 3.05 shall be payable within ten (10) days after demand. All participation fees and fronting fees shall be computed on the basis of a year of 360 three hundred sixty (360) days, unless such computation would exceed the Highest Lawful Rate, in which case interest shall be computed on the basis of a year of 365 three hundred sixty-five (365) days (or 366 three hundred sixty-six (366) days in a leap year), and shall be payable for the actual number of days elapsed (including the first day but excluding the last day).

Letter of Credit Fees. The Borrower agrees to pay (i) to the Administrative Agent for the account of each Lender, Revolving Lender a participation fee with respect to its participations in Letters of Credit, which shall accrue at the same Applicable Margin used to determine the interest rate applicable to Eurodollar Term SOFR Loans on the average daily amount of such Revolving Lender’s LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the date of this Agreement to but excluding the later of the date on which such Revolving Lender’s Revolving Commitment terminates and the date on which such Revolving Lender ceases to have any LC Exposure; provided that, if Exposure (during the continuation of an Event of Default has occurred and is continuing during Default, upon written notice to the Borrower of the election of Majority Lenders, such period, the Letter of Credit participation fee shall increase by 2% per annum over the then applicable rate), (ii) to the Issuing Bank a fronting fee, which shall accrue at the rate of one-half of one percent (0.50%) 0.125% per annum on the average daily amount of the LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the date of this Agreement to but excluding the later of the date of termination of the Revolving Commitments and the date on which there ceases to be any LC Exposure; provided that in no event shall such fee be less than $500 during any quarter, and (iii) to the Issuing Bank, for its own account, its standard fees with respect to the issuance, amendment, renewal or extension of any Letter of Credit or processing of drawings thereunder. Participation fees and fronting fees accrued through and including the last day of March, June, September and December of each year shall be payable on the third (3rd) Business Day following such last day, commencing on the first such date to occur after the date of this Agreement; provided that all such fees shall be payable on the Termination Revolving Maturity Date and any such fees accruing after the Termination Revolving Maturity Date shall be payable on demand. Any other fees payable to the Issuing Bank pursuant to this Section 3.05(b) shall be payable within ten (10) days after demand. All participation fees and fronting fees shall be computed on the basis of a year of 360 three hundred sixty (360) days, unless such computation would exceed the Highest Lawful Rate, in which case interest shall be computed on the basis of a year of 365 three hundred sixty-five (365) days (or 366 three hundred sixty-six (366) days in a leap year), and shall be payable for the actual number of days elapsed (including the first (1st) day but excluding the last day).

Letter of Credit Fees. The Borrower agrees to pay (i) to the Administrative Agent for the account of each Lender, Lender a participation fee with respect to its such Xxxxxx’s participations in Letters of Credit, which shall accrue at the same Applicable Margin used to determine the interest rate applicable to SOFR Loans (or for any date of determination prior to the Effective Date with respect to the Letters of Credit set forth on Schedule 1.01, “Eurodollar Loans Loans” under and as defined in the Existing Credit Agreement) on the average daily amount of such Lender’s LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the date of this Agreement Effective Date to but excluding the later of the date on which such Lender’s Elected Commitment terminates and the date on which such Lender ceases to have any LC Exposure; provided that, if an Event of Default has occurred and is continuing during such period, the Letter of Credit participation fee shall increase by 2% per annum over the then applicable rate, (ii) to the each Issuing Bank a fronting fee, which shall accrue at the rate of one-half of one percent (0.50%) 0.250% per annum on the average daily amount of the LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the date of this Agreement Effective Date to but excluding the later of the date of termination of the Elected Commitments and the date on which there ceases to be any LC Exposure; , provided that in no event shall such fee be less than $500 during any quarter, and (iii) to the each Issuing Bank, for its own account, its standard fees with respect to the issuance, amendment, renewal amendment or extension of any Letter of Credit or processing of drawings thereunder. Participation fees and fronting fees accrued through and including the last day of March, June, September and December of each year shall be payable on the third Business Day following such last day, commencing on the first such date to occur after 84 the date of this AgreementEffective Date; provided that all such fees shall be payable on the Termination Date and any such fees accruing after the Termination Date shall be payable on demand. Any other fees payable to the Issuing Bank Banks pursuant to this Section 3.05(b) shall be payable within ten (10) days after demand. All participation fees and fronting fees shall be computed on the basis of a year of 360 days, unless such computation would exceed the Highest Lawful Rate, in which case interest participation and fronting fees shall be computed on the basis of a year of 365 days (or 366 days in a leap year), and shall be payable for the actual number of days elapsed (including the first day but excluding the last day).

Letter of Credit Fees. The Borrower agrees to pay (i) to the Administrative Agent for the account of each Lender, Lender a participation fee with respect to its participations in Letters of Credit, which shall accrue at a per annum rate equal to the same Applicable Margin used to determine the interest rate applicable to Eurodollar Loans Letter of Credit Fee Rate in effect on the average daily amount of such Lender’s 's LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the date of this Agreement Effective Date to but excluding the later of the date on which such Lender’s 's Commitment terminates and the date on which such Lender ceases to have any LC Exposure; provided that, if an Event of Default has occurred and is continuing during such period, the Letter of Credit participation fee shall increase by 2% per annum over the then applicable rate, (ii) to the Issuing Bank a fronting fee, which shall accrue at the rate of one-half of one percent (0.50%) 0.125% per annum on the average daily amount of the LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period THIRD AMENDED AND RESTATED CREDIT AGREEMENT – Page 55 from and including the date of this Agreement Effective Date to but excluding the later of the date of termination of the Commitments and the date on which there ceases to be any LC Exposure; , provided that in no event shall such fee be less than $500 during any quarter, and (iii) to the Issuing Bank, for its own account, its standard fees with respect to the issuance, amendment, renewal or extension of any Letter of Credit or processing of drawings thereunder. Participation fees and fronting fees accrued through and including the last day of March, June, September and December of each year shall be payable on the third Business Day following such last day, commencing on the first such date to occur after the date of this AgreementEffective Date; provided that all such fees shall be payable on the Termination Date and any such fees accruing after the Termination Date shall be payable on demand. Any other fees payable to the Issuing Bank pursuant to this Section 3.05(b) shall be payable within ten 10 days after demand. All participation fees and fronting fees in Section 3.05(b)(ii) shall be computed on the basis of a year of 365 days (or 366 days in a leap year), and shall be payable for the actual number of days elapsed (including the first day but excluding the last day). All other fees in this Section 3.05(b) shall be computed on the basis of a year of 360 days, unless such computation would exceed the Highest Lawful Rate, Rate in which case interest such fee shall be computed on the basis of a year of 365 days (or 366 days in a leap year), and shall be payable for the actual number of days elapsed (including the first day but excluding the last day).

Letter of Credit Fees. The Borrower agrees to pay (i) to the Administrative Agent for the account of each Lender, Lender a participation fee with respect to its participations in Letters of Credit, which shall accrue at the same Applicable Margin used to determine the interest rate applicable to Eurodollar Loans on the average daily amount of such Lender’s LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the date of this Agreement to but excluding the later of the date on which such Lender’s Commitment terminates and the date on which such Lender ceases to have any LC Exposure; provided that, if an Event of Default has occurred and is continuing during such period, the Letter of Credit participation fee shall increase by 2% per annum over the then applicable rate, (ii) to the each applicable Issuing Bank a fronting fee, which shall accrue at the rate equal to the greater of one-half of one percent (0.50%A) $750 and (B) 0.175% per annum (or such other rate as may be agreed to with such Issuing Bank) on the average daily amount of the LC Exposure attributable to such Issuing Bank (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the date of this Agreement to but excluding the later of the date of termination of the Commitments and the date on which there ceases to be any LC Exposure; provided that in no event shall such fee be less than $500 750.00 during any quarter, quarter unless no LC Exposure existed at any time during such quarter and (iii) to the each Issuing Bank, for its own account, its standard fees with respect to the issuance, amendment, renewal or extension of any Letter of Credit or processing of drawings thereunder. Participation fees and fronting fees accrued through and including the last day Business Day of March, June, September and December of each year shall be payable on the third Business Day following such last dayBusiness Day, commencing on the first such date to occur after the date of this Agreement; provided that all such fees shall be payable on the Termination Date and any such fees accruing after the Termination Date shall be payable on demand. Any other fees payable to the any Issuing Bank pursuant to this Section 3.05(b) shall be payable within ten 10 days after demand. All participation fees and fronting fees shall be computed on the basis of a year of 360 days, unless such computation would exceed the Highest Lawful Rate, in which case interest shall be computed on the basis of a year of 365 days (or 366 days in a leap year), and shall be payable for the actual number of days elapsed (including the first day but excluding the last day).