Common use of Fees and Other Charges Clause in Contracts

Fees and Other Charges. (a) The Borrower will pay a fee on each outstanding Letter of Credit requested by it, at a per annum rate equal to the Applicable Margin then in effect with respect to Eurocurrency Loans under the Revolving Facility (minus the fronting fee referred to below), on the face amount of such Letter of Credit, which fee shall be shared ratably among the Revolving Lenders and payable quarterly in arrears on each Fee Payment Date after the issuance date; provided that, with respect to any Defaulting Lender, such Lender’s ratable share of any letter of credit fee accrued on the aggregate amount available to be drawn on any outstanding Letters of Credit during the period prior to the time such Lender became a Defaulting Lender and unpaid at such time shall not be payable by the Borrower so long as such Lender shall be a Defaulting Lender except to the extent that such Lender’s ratable share of any letter of credit fee shall otherwise have been due and payable by the Borrower prior to such time; provided further that any Defaulting Lender’s ratable share of any letter of credit fee accrued on the aggregate amount available to be drawn on any outstanding Letters of Credit shall accrue for the account of the Borrower so long as such Lender shall be a Defaulting Lender. In addition, the Borrower shall pay to each Issuing Lender for its own account a fronting fee on the aggregate face amount of all outstanding Letters of Credit issued by it to the Borrower separately agreed to by the Borrower and such Issuing Lender (but in any event not to exceed 0.25% per annum), payable quarterly in arrears on each Fee Payment Date after the issuance date.

Fees and Other Charges. (a) The Borrower will pay a fee on each outstanding Letter of Credit of each Class requested by it, at a per annum rate equal to the Applicable Margin then in effect with respect to Eurocurrency Loans under the Revolving Facility (minus the fronting fee referred to below), on the face amount of such Letter of Credit, which fee shall be shared ratably among the Revolving Lenders of such Class and payable quarterly in arrears on each Fee Payment Date after the issuance date; provided that, with respect to any Defaulting Lender, such Lender’s ratable share of any letter of credit fee accrued on the aggregate amount available to be drawn on any outstanding Letters of Credit during the period prior to the time such Lender became a Defaulting Lender and unpaid at such time shall not be payable by the Borrower so long as such Lender shall be a Defaulting Lender except to the extent that such Lender’s ratable share of any letter of credit fee shall otherwise have been due and payable by the Borrower prior to such time; provided further that any Defaulting Lender’s ratable share of any letter of credit fee accrued on the aggregate amount available to be drawn on any outstanding Letters of Credit shall accrue for the account of each Non-Defaulting Lender with respect to such Defaulting Lender’s participation in Letters of Credit which has been reallocated to such Non-Defaulting Lender pursuant to Section 3.4(d) and with respect to any L/C Shortfall either (i) if the Borrower has paid to the Administrative Agent, an amount of cash or Cash Equivalent equal to the amount of the L/C Shortfall to be held as security for all obligations of the Borrower to the Issuing Lenders hereunder in a cash collateral account to be established by, and under the sole dominion and control of, the Administrative Agent, for the account of the Borrower or (ii) otherwise, for the account of the Issuing Lenders, in each case so long as such Lender shall be a Defaulting Lender. In addition, the Borrower shall pay to each Issuing Lender of a Class for its own account a fronting fee on the aggregate face amount of all outstanding Letters of Credit of such Class issued by it to the Borrower separately agreed to by the Borrower and such Issuing Lender (but in any event not to exceed of 0.25% per annum), payable quarterly in arrears on each Fee Payment Date after the issuance date.

Fees and Other Charges. (a) The Borrower will Company shall, or shall cause the Applicable Account Party to, pay a fee on each outstanding (the “Letter of Credit requested by it, Fee”) on the average daily undrawn and unexpired amount of all outstanding Letters of Credit during each Fee Payment Period at a per annum rate equal to the Applicable Margin then in effect with respect to Eurocurrency Loans under Loans, shared ratably among the Revolving Facility (minus Domestic Lenders based on the Domestic Percentages of the Domestic Lenders during the relevant Fee Payment Period and payable in arrears for each Fee Payment Period on the related Fee Payment Date. In addition, the Company shall pay a fronting fee referred in an amount equal to below), 0.25% per annum on the face average daily undrawn and unexpired amount of each Letter of Credit issued by such Issuing Lender, payable in arrears to the relevant Issuing Lender for each Fee Payment Period on the related Fee Payment Date. For the purposes of the foregoing calculations, the average daily undrawn and unexpired amount of any Letter of Credit denominated in an Optional Currency for any Fee Payment Period shall be calculated by multiplying (i) the average daily undrawn and unexpired amount of such Letter of Credit (expressed in the Optional Currency in which such Letter of Credit giving rise to such fee is denominated) by (ii) the Exchange Rate for each such Optional Currency in effect on the first Business Day of the related Fee Payment Period or by such other method that the Administrative Agent and the Company may agree. In addition to the foregoing fees, the Company shall pay or reimburse each Issuing Lender, for its own account such customary out-of-pocket costs and expenses as are incurred or charged by such Issuing Lender in issuing, negotiating, effecting payment under, amending or otherwise administering any Letter of Credit, which fee shall be shared ratably among the Revolving Lenders and payable quarterly in arrears on each Fee Payment Date after the issuance date; provided that, with respect to any Defaulting Lender, such Lender’s ratable share of any letter of credit fee accrued on the aggregate amount available to be drawn on any outstanding Letters of Credit during the period prior to the time such Lender became a Defaulting Lender and unpaid at such time shall not be payable by the Borrower so long as such Lender shall be a Defaulting Lender except to the extent that such Lender’s ratable share of any letter of credit fee shall otherwise costs and expenses have been due and payable by mutually agreed upon between the Borrower prior to such time; provided further that any Defaulting Lender’s ratable share of any letter of credit fee accrued on the aggregate amount available to be drawn on any outstanding Letters of Credit shall accrue for the account of the Borrower so long as such Lender shall be a Defaulting Lender. In addition, the Borrower shall pay to each Issuing Lender for its own account a fronting fee on the aggregate face amount of all outstanding Letters of Credit issued by it to the Borrower separately agreed to by the Borrower Company and such Issuing Lender (but in any event not to exceed 0.25% per annum), payable quarterly in arrears on each Fee Payment Date after the issuance dateLender.

Fees and Other Charges. (a) The Borrower will pay a fee on each outstanding Letter of Credit requested by it, at a per annum rate equal to the Applicable Margin then in effect with respect to Eurocurrency Loans under the Revolving Facility (minus the fronting fee referred to below)Facility, on the face amount of such Letter of Credit, which fee shall be shared ratably among the Revolving Lenders and payable quarterly in arrears on each Fee Payment Date after the issuance date; provided that, with respect to any Defaulting Lender, such Lender’s ratable share of any letter of credit fee accrued on the aggregate amount available to be drawn on any outstanding Letters of Credit during the period prior to the time such Lender became a Defaulting Lender and unpaid at such time shall not be payable by the Borrower so long as such Lender shall be a Defaulting Lender except to the extent that such Lender’s ratable share of any letter of credit fee shall otherwise have been due and payable by the Borrower prior to such time; provided further that any Defaulting Lender’s ratable share of any letter of credit fee accrued on the aggregate amount available to be drawn on any outstanding Letters of Credit shall accrue for the account of the Borrower so long as such Lender shall be a Defaulting Lender. In addition, the Borrower shall pay to each Issuing Lender Bank for its own account a fronting fee on the aggregate face amount of all outstanding Letters of Credit issued by it to the Borrower separately agreed to by the Borrower and such Issuing Lender Bank (but in any event not to exceed 0.25% per annum), payable quarterly in arrears on each Fee Payment Date after the issuance date.

Fees and Other Charges. (a) The Borrower will pay a fee fee, in Dollars, on each outstanding Letter of Credit requested by it, at a per annum rate equal to the Applicable Margin then in effect with respect to Eurocurrency Loans under the Revolving Facility (minus the fronting fee referred to below), on the Dollar Equivalent of the face amount of such Letter of Credit, which fee shall be shared ratably among the Revolving Lenders and payable quarterly in arrears on each Fee Payment Date after the issuance date; provided that, with respect to any Defaulting Lender, such Lender’s ratable share of any letter of credit fee accrued on the aggregate amount available to be drawn on any outstanding Letters of Credit during the period prior to the time such Lender became a Defaulting Lender and unpaid at such time shall not be payable by the Borrower so long as such Lender shall be a Defaulting Lender except to the extent that such Lender’s ratable share of any letter of credit fee shall otherwise have been due and payable by the Borrower prior to such time; provided further that any Defaulting Lender’s ratable share of any letter of credit fee accrued on the aggregate amount available to be drawn on any outstanding Letters of Credit shall accrue for the account of each Non-Defaulting Lender with respect to such Defaulting Lender’s participation in Letters of Credit which has been reallocated to such Non-Defaulting Lender pursuant to Section 3.4(d) and with respect to any L/C Shortfall either (i) if the Borrower has paid to the Administrative Agent, an amount of cash and/or Cash Equivalents and/or Permitted Liquid Investments equal to the amount of the L/C Shortfall to be held as security for all obligations of the Borrower to the Issuing Lenders hereunder in a cash collateral account to be established by, and under the sole dominion and control of, the Administrative Agent, for the account of the Borrower or (ii) otherwise, for the account of the Issuing Lenders, in each case so long as such Lender shall be a Defaulting Lender. In addition, the Borrower shall pay to each Issuing Lender for its own account a fronting fee fee, in Dollars, on the Dollar Equivalent of the aggregate face amount of all outstanding Letters of Credit issued by it to the Borrower separately agreed to by the Borrower and such Issuing Lender (but in any event not to exceed 0.25% per annum), payable quarterly in arrears on each Fee Payment Date after the issuance date.

Fees and Other Charges. (a) The Borrower will pay to the Administrative Agent, for the account of the Lenders, a fee on each the daily amount available to be drawn under all outstanding Letter Letters of Credit requested by it, at a per annum rate equal to the Applicable Margin then in effect with respect to Eurocurrency Loans under the Revolving Facility (minus the fronting fee referred Eurodollar Loans, to below), on the face amount of such Letter of Credit, which fee shall be shared ratably among the Lenders in accordance with their respective Revolving Lenders Credit Percentages and payable quarterly in arrears on each L/C Fee Payment Date after the issuance date; provided thatprovided, however, that (i) 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 LenderLender has not provided Cash Collateral satisfactory to the applicable Issuing Lender pursuant to Section 3.1 shall be payable, to the maximum extent permitted by applicable Law, to the other Lenders in accordance with the upward adjustments in their respective Revolving Credit Percentages allocable to such Lender’s ratable share Letter of any Credit pursuant to Section 2.24(a)(iv), with the balance of such fee, if any, payable to the applicable Issuing Lender for its own account and (ii) the Borrower shall not be required to pay letter of credit fee accrued on fees pursuant to this Section 3.8 in respect of such portion of the aggregate amount available to be drawn on any outstanding Letters of Credit during for which it has furnished Cash Collateral in accordance with the period prior terms hereof to reduce the time such Lender became a Defaulting Lender and unpaid at such time shall not be payable by the Borrower so long as such Lender shall be a Defaulting Lender except to the extent that such Lender’s ratable share Fronting Exposure of any letter of credit fee shall otherwise have been due and payable by the Borrower prior to such time; provided further that any Defaulting Lender’s ratable share of any letter of credit fee accrued on the aggregate amount available to be drawn on any outstanding Letters of Credit shall accrue for the account of the Borrower so long as such Lender shall be a Defaulting Lender. In addition, the Borrower shall pay to each the relevant Issuing Lender for its own account a fronting fee on the aggregate face daily amount of available to be drawn under all outstanding Letters of Credit issued by it such Issuing Lender at a rate and at the times to the Borrower separately be agreed to upon by the Borrower and such Issuing Lender (but Lender. For purposes of computing the daily amount available to be drawn under the Letters of Credit, the amount of such Letters of Credit shall be determined in any event not to exceed 0.25% per annum), payable quarterly in arrears on each Fee Payment Date after the issuance dateaccordance with Section 1.3.

Fees and Other Charges. (a) The Borrower will pay a fee on each the actual daily undrawn and unexpired amount of all outstanding Letter Letters of Credit requested by it, at a per annum rate equal to the Applicable Margin then in effect with respect to Eurocurrency Loans under the Revolving Facility (minus the fronting fee referred to below)Eurodollar Loans, on the face amount of such Letter of Credit, which fee shall be shared ratably among the Revolving Lenders and payable quarterly in arrears on each L/C Fee Payment Date after the issuance date; provided thatsuch fee with respect to each Letter of Credit denominated in any currency other than Dollars shall be payable in Dollars, and for purposes of calculating the amount of such fee applicable to each Letter of Credit denominated in any currency other than Dollars, the actual daily undrawn and unexpired amount of such Letter of Credit shall be the Dollar Equivalent of such amount calculated at the Exchange Rate as of the relevant L/C Fee Payment Date; provided, however, that any such fees otherwise payable for the account of a Defaulting Lender with respect to any Defaulting Lender, such Lender’s ratable share of any letter of credit fee accrued on the aggregate amount available to be drawn on any outstanding Letters Letter of Credit during the period prior as to which such Defaulting Lender has not provided Cash Collateral satisfactory to the time such Issuing Lender became a Defaulting Lender and unpaid at such time shall not be payable by the Borrower so long as such Lender pursuant to subsection 5.1 shall be a Defaulting Lender except payable, to the maximum extent that such Lender’s ratable share of any letter of credit fee shall otherwise have been due and payable permitted by applicable law, to the Borrower prior other Lenders in accordance with the upward adjustments in their respective Revolving Credit Commitment Percentages allocable to such time; provided further that any Defaulting Lender’s ratable share of any letter of credit fee accrued on the aggregate amount available to be drawn on any outstanding Letters Letter of Credit shall accrue pursuant to subsection 2.19(a)(iv), with the balance of such fee, if any, payable to the Issuing Lender for the account of the Borrower so long as such Lender shall be a Defaulting Lenderits own account. In addition, the Borrower shall pay to each the Issuing Lender for its own account a fronting fee on in the aggregate face amount of all outstanding Letters of Credit issued by it to the Borrower separately agreed to by the Borrower and such Issuing Lender (but in any event not to exceed 0.25% per annum)and the Borrower on the actual daily undrawn and unexpired amount of each Letter of Credit, payable quarterly in arrears on each L/C Fee Payment Date after the issuance date; such fee with respect to each Letter of Credit denominated in any currency other than Dollars shall be payable in Dollars, and for purposes of calculating the amount of such fee applicable to each Letter of Credit denominated in any currency other than Dollars, the actual daily undrawn and unexpired amount of such Letter of Credit shall be the Dollar Equivalent of such amount calculated at the Exchange Rate as of the relevant L/C Fee Payment Date.

Fees and Other Charges. (a) The Borrower will pay a fee on each the actual daily undrawn amount of all outstanding Letter Letters of Credit requested by it, at a per annum rate equal to the Applicable Margin then in effect with respect to Eurocurrency Loans under the Revolving Facility (minus the fronting fee referred to below)Eurodollar Loans, on the face amount of such Letter of Credit, which fee shall be shared ratably among the Revolving Lenders and payable quarterly in arrears on each L/C Fee Payment Date after the issuance date; provided thatsuch fee with respect to each Letter of Credit denominated in any currency other than Dollars shall be payable in Dollars, and for purposes of calculating the amount of such fee applicable to each Letter of Credit denominated in any currency other than Dollars, the actual daily undrawn, outstanding amount of such Letter of Credit shall be the Dollar Equivalent of such amount calculated at the Exchange Rate as of the relevant L/C Fee Payment Date; provided, however, that any such fees otherwise payable for the account of a Defaulting Lender with respect to any Defaulting Lender, such Lender’s ratable share of any letter of credit fee accrued on the aggregate amount available to be drawn on any outstanding Letters Letter of Credit during the period prior as to which such Defaulting Lender has not provided Cash Collateral satisfactory to the time such Issuing Lender became a Defaulting Lender and unpaid at such time shall not be payable by the Borrower so long as such Lender pursuant to subsection 5.1 shall be a Defaulting Lender except payable, to the maximum extent that such Lender’s ratable share of any letter of credit fee shall otherwise have been due and payable permitted by applicable law, to the Borrower prior other Lenders in accordance with the upward adjustments in their respective Revolving Credit Commitment Percentages allocable to such time; provided further that any Defaulting Lender’s ratable share of any letter of credit fee accrued on the aggregate amount available to be drawn on any outstanding Letters Letter of Credit shall accrue pursuant to subsection 2.19(a)(iv), with the balance of such fee, if any, payable to the Issuing Lender for the account of the Borrower so long as such Lender shall be a Defaulting Lenderits own account. In addition, the Borrower shall pay to each the Issuing Lender for its own account a fronting fee on in the aggregate face amount of all outstanding Letters of Credit issued by it to the Borrower separately agreed to by the Borrower and such Issuing Lender (but in any event not to exceed 0.25% per annum)and the Borrower on the actual daily undrawn, outstanding amount of each Letter of Credit, payable quarterly in arrears on each L/C Fee Payment Date after the issuance date; such fee with respect to each Letter of Credit denominated in any currency other than Dollars shall be payable in Dollars, and for purposes of calculating the amount of such fee applicable to each Letter of Credit denominated in any currency other than Dollars, the actual daily undrawn, outstanding amount of such Letter of Credit shall be the Dollar Equivalent of such amount calculated at the Exchange Rate as of the relevant L/C Fee Payment Date.

Fees and Other Charges. (a) The Borrower will pay a fee for the benefit of each Revolving Lender on each all outstanding Letter Letters of Credit requested by it, at a per annum rate equal to the product of (i) the Applicable Margin then in effect with respect to Eurocurrency Eurodollar Loans under made pursuant to the Revolving Facility Commitment of such Revolving Lender and (minus ii) such Revolving Lender's daily Revolving Percentage of the fronting fee referred to below), on the face undrawn and unexpired amount of such Letter each Letters of Credit, which fee shall be shared ratably among the Revolving Lenders and payable quarterly in arrears on each L/C Fee Payment Date after the issuance date; provided thatprovided, however, (x) the Borrower shall pay all accrued Letter of Credit fees through the Amendment No. 2 Effective Date on the Amendment No. 2 Effective Date and (y) for the avoidance of doubt, any such fees otherwise payable for the account of a Defaulting Lender with respect to any Defaulting Lender, such Lender’s ratable share of any letter of credit fee accrued on the aggregate amount available to be drawn on any outstanding Letters Letter of Credit during the period prior as to which such Defaulting Lender has not provided Cash Collateral satisfactory to the time such Issuing Lender became a Defaulting Lender and unpaid at such time shall not be payable by the Borrower so long as such Lender pursuant to this Section 3 shall be a Defaulting Lender except payable, to the maximum extent that such Lender’s ratable share of any letter of credit fee shall otherwise have been due and payable permitted by applicable Law, to the Borrower prior other Revolving Lenders in accordance with the upward adjustments in their respective Revolving Percentages allocable to such time; provided further that any Defaulting Lender’s ratable share of any letter of credit fee accrued on the aggregate amount available to be drawn on any outstanding Letters Letter of Credit shall accrue pursuant to Section 2.21(a)(iii), with the balance of such fee, if any, payable to the Issuing Lender for the account of the Borrower so long as such Lender shall be a Defaulting Lenderits own account. In addition, the Borrower shall pay to each the relevant Issuing Lender for its own account a fronting fee on the aggregate face amount of all outstanding Letters with respect to each Letter of Credit issued by it to the Borrower at a per annum rate of 0.125% or a lower rate separately agreed to by between the Borrower and such Issuing Lender (but in any event not to exceed 0.25% per annum)on the undrawn and unexpired amount of each Letter of Credit issued by such Issuing Lender, payable quarterly in arrears on each L/C Fee Payment Date after the relevant issuance date.

Fees and Other Charges. (a) The Borrower will shall pay a fee on the aggregate drawable amount of each outstanding Letter of Credit requested by it, at a per annum rate equal to the Applicable Margin then in effect with respect to Eurocurrency Eurodollar Loans under the constituting Revolving Facility (minus the fronting fee referred to below)Credit 1 Loans, on the face amount of such Letter of Credit, which fee shall be shared ratably among the Revolving Credit 1 Lenders and payable quarterly in arrears on each L/C Fee Payment Date after the issuance datedate of such Letter of Credit; provided thatprovided, however, that any such fee accrued with respect to any Defaulting Lender, such Lender’s ratable share of any letter of credit fee accrued on the aggregate amount available to be drawn on any outstanding Letters of Credit Lender during the period prior to the time such Lender became a Defaulting Lender and unpaid at such time shall not be payable by the Borrower so long as such Lender shall be a Defaulting Lender except to the extent that such Lender’s ratable share of any letter of credit fee shall otherwise have been due and payable by the such Borrower prior to such time; and provided further that any Defaulting Lender’s ratable share of any letter of credit no such fee accrued on the aggregate amount available to be drawn on any outstanding Letters of Credit shall accrue for the account benefit of the Borrower a Defaulting Lender so long as such Lender shall be a Defaulting Lender (it being understood that the fee that would have accrued to the benefit of such Defaulting Lender shall instead accrue to the benefit of the Revolving 1 Credit Lenders who were allocated the Defaulting Lender’s participation in the Letters of Credit pursuant to Section 3.2 above (and the fee that accrues on the portion of the Letters of Credit required to be cash collateralized pursuant to Section 3.3 above shall be payable to the Issuing Lender)). In addition, the Borrower shall pay to each the Issuing Lender for its own account a fronting fee equal to 0.125% per annum on the aggregate face drawable amount of all each outstanding Letters Letter of Credit issued by it to the Borrower separately agreed to by the Borrower and such Issuing Lender (but in any event not to exceed 0.25% less than $500.00 per annumannum per Letter of Credit), payable quarterly in arrears on each L/C Fee Payment Date after the issuance datedate of such Letter of Credit.

Fees and Other Charges. (a) The Borrower will pay a fee for the benefit of each Revolving Lender on each all outstanding Letter Letters of Credit requested by it, at a per annum rate equal to the product of (i) the Applicable Margin then in effect with respect to Eurocurrency Eurodollar Loans under made pursuant to the Revolving Facility Commitment of such Revolving Lender and (minus ii) such Revolving Lender’s daily Revolving Percentage of the fronting fee referred to below), on the face undrawn and unexpired amount of such Letter each Letters of Credit, which fee shall be shared ratably among the Revolving Lenders and payable quarterly in arrears on each L/C Fee Payment Date after the issuance date; provided thatprovided, however, (x) the Borrower shall pay all accrued Letter of Credit fees through the Amendment No. 2 Effective Date on the Amendment No. 2 Effective Date and (y) for the avoidance of doubt, any such fees otherwise payable for the account of a Defaulting Lender with respect to any Defaulting Lender, such Lender’s ratable share of any letter of credit fee accrued on the aggregate amount available to be drawn on any outstanding Letters Letter of Credit during the period prior as to which such Defaulting Lender has not provided Cash Collateral satisfactory to the time such Issuing Lender became a Defaulting Lender and unpaid at such time shall not be payable by the Borrower so long as such Lender pursuant to this Section 3 shall be a Defaulting Lender except payable, to the maximum extent that such Lender’s ratable share of any letter of credit fee shall otherwise have been due and payable permitted by applicable Law, to the Borrower prior other Revolving Lenders in accordance with the upward adjustments in their respective Revolving Percentages allocable to such time; provided further that any Defaulting Lender’s ratable share of any letter of credit fee accrued on the aggregate amount available to be drawn on any outstanding Letters Letter of Credit shall accrue pursuant to Section 2.21(a)(iii), with the balance of such fee, if any, payable to the Issuing Lender for the account of the Borrower so long as such Lender shall be a Defaulting Lenderits own account. In addition, the Borrower shall pay to each the relevant Issuing Lender for its own account a fronting fee on the aggregate face amount of all outstanding Letters with respect to each Letter of Credit issued by it to the Borrower at a per annum rate of 0.125% or a lower rate separately agreed to by between the Borrower and such Issuing Lender (but in any event not to exceed 0.25% per annum)on the undrawn and unexpired amount of each Letter of Credit issued by such Issuing Lender, payable quarterly in arrears on each L/C Fee Payment Date after the relevant issuance date.

Fees and Other Charges. (a) The Borrower will pay a fee fee, in Dollars, on each outstanding Letter of Credit requested by it, at a per annum rate equal to the Applicable Margin then in effect with respect to Eurocurrency Loans under the Revolving Facility (minus the fronting fee referred to below)applicable Facilities, on the Dollar Equivalent of the face amount of such Letter of Credit, which fee shall be shared ratably among the applicable Tranche A Revolving Lenders and payable quarterly in arrears on each Fee Payment Date after the issuance date; provided provided, that, with respect to any Defaulting Lender, such Lender’s ratable share of any letter of credit fee accrued on the aggregate amount available to be drawn on any outstanding Letters of Credit during the period prior to the time such Lender became a Defaulting Lender and unpaid at such time shall not be payable by the Borrower so long as such Lender shall be a Defaulting Lender except to the extent that such Lender’s ratable share of any letter of credit fee shall otherwise have been due and payable by the Borrower prior to such time; provided further provided, further, that any Defaulting Lender’s ratable share of any letter of credit fee accrued on the aggregate amount available to be drawn on any outstanding Letters of Credit shall accrue (x) for the account of each Non-Defaulting Lender with respect to such Defaulting Lender’s participation in Letters of Credit which has been reallocated to such Non-Defaulting Lender pursuant to Section 3.4(d), (y) for the account of the Borrower with respect to any L/C Shortfall if the Borrower has paid to the Administrative Agent an amount of cash and/or Cash Equivalents equal to the amount of the L/C Shortfall to be held as security for all obligations of the Borrower to the applicable Issuing Lenders hereunder in a Cash Collateral Account, or (z) for the account of the applicable Issuing Lenders, in any other instance, in each case so long as such Lender shall be a Defaulting Lender. In addition, the Borrower shall pay to each Issuing Lender for its own account a fronting fee fee, in Dollars, on the Dollar Equivalent of the aggregate face amount of all outstanding Letters of Credit issued by it to the Borrower separately agreed Borrower, equal to by the Borrower and such Issuing Lender (but in any event not to exceed 0.25% per annum)L/C Fronting Fee Rate, payable quarterly in arrears on each Fee Payment Date after the issuance datedate (the “L/C Fronting Fee”).

Fees and Other Charges. (a) The Borrower will pay a fee fee, in Dollars, on each outstanding Letter of Credit requested by it, at a per annum rate equal to the Applicable Margin then in effect with respect to Eurocurrency Loans under the related Revolving Facility (minus the fronting fee referred to below)Facility, on the Dollar Equivalent of the face amount of such Letter of Credit, which fee shall be shared ratably among the applicable Revolving Lenders and payable quarterly in arrears on each Fee Payment Date after the issuance date; provided provided, that, with respect to any Defaulting Lender, such Lender’s ratable share of any letter of credit fee accrued on the aggregate amount available to be drawn on any outstanding Letters of Credit during the period prior to the time such Lender became a Defaulting Lender and unpaid at such time shall not be payable by the Borrower so long as such Lender shall be a Defaulting Lender except to the extent that such Lender’s ratable share of any letter of credit fee shall otherwise have been due and payable by the Borrower prior to such time; provided further provided, further, that any Defaulting Lender’s ratable share of any letter of credit fee accrued on the aggregate amount available to be drawn on any outstanding Letters of Credit shall accrue (x) for the account of each Non-Defaulting Lender with respect to such Defaulting Lender’s participation in Letters of Credit which has been reallocated to such Non-Defaulting Lender pursuant to Section 3.4(d), (y) for the account of the Borrower with respect to any L/C Shortfall if the Borrower has paid to the Administrative Agent an amount of cash and/or Cash Equivalents equal to the amount of the L/C Shortfall to be held as security for all obligations of the Borrower to the applicable Issuing Lenders hereunder in a cash collateral account to be established by, and under the sole dominion and control of, the Administrative Agent, or (z) for the account of the applicable Issuing Lenders, in any other instance, in each case so long as such Lender shall be a Defaulting Lender. In addition, the Borrower shall pay to each Issuing Lender for its own account a fronting fee fee, in Dollars, on the Dollar Equivalent of the aggregate face amount of all outstanding Letters of Credit issued by it to the Borrower separately agreed Borrower, equal to by the Borrower and such Issuing Lender (but in any event not to exceed 0.25% per annum)L/C Fronting Fee Rate, payable quarterly in arrears on each Fee Payment Date after the issuance date.

Fees and Other Charges. (a) The Borrower will pay a fee fee, in Dollars, on each outstanding Letter of Credit requested by it, at a per annum rate equal to the Applicable Margin then in effect with respect to Eurocurrency Loans under the Revolving Facility (minus the fronting fee referred to below)applicable Facilities, on the Dollar Equivalent of the face amount of such Letter of Credit, which fee shall be shared ratably among the applicable Tranche A Revolving Lenders and payable quarterly in arrears on each Fee Payment Date after the issuance date; provided provided, that, with respect to any Defaulting Lender, such Lender’s ratable share of any letter of credit fee accrued on the aggregate amount available to be drawn on any outstanding Letters of Credit during the period prior to the time such Lender became a Defaulting Lender and unpaid at such time shall not be payable by the Borrower so long as such Lender shall be a Defaulting Lender except to the extent that such Lender’s ratable share of any letter of credit fee shall otherwise have been due and payable by the Borrower prior to such time; provided further provided, further, that any Defaulting Lender’s ratable share of any letter of credit fee accrued on the aggregate amount available to be drawn on any outstanding Letters of Credit shall accrue (x) for the account of each Non-Defaulting Lender with respect to such Defaulting Lender’s participation in Letters of Credit which has been reallocated to such Non-Defaulting Lender pursuant to Section 3.4(d), (y) for the account of the Borrower with respect to any L/C Shortfall if the Borrower has paid to the Administrative Agent an amount of cash and/or Cash Equivalents equal to the amount of the L/C Shortfall to be held as security for all obligations of the Borrower to the applicable Issuing Lenders hereunder in a Cash Collateral Account, or (z) for the account of the applicable Issuing Lenders, in any other instance, in each case so long as such Lender shall be a Defaulting Lender. In addition, the Borrower shall pay to each Issuing Lender for its own account a fronting fee fee, in Dollars, on the Dollar Equivalent of the aggregate face amount of all outstanding Letters of Credit issued by it to the Borrower separately agreed Borrower, equal to by the Borrower and such Issuing Lender (but in any event not to exceed 0.25% per annum)L/C Fronting Fee Rate, payable quarterly in arrears on each Fee Payment Date after the issuance date.date (the “L/C Fronting Fee”). 116

Fees and Other Charges. (a) The Borrower will pay a fee fee, in Dollars, on each outstanding Letter of Credit requested by it, at a per annum rate equal to the Applicable Margin then in effect with respect to Eurocurrency EurocurrencyTerm SOFR Loans under the Revolving Facility (minus the fronting fee referred to below), on the Dollar Equivalent of the face amount of such Letter of Credit, which fee shall be shared ratably among the Revolving Lenders and payable quarterly in arrears on each Fee Payment Date after the issuance date; provided that, with respect to any Defaulting Lender, such Lender’s ratable share of any letter of credit fee accrued on the aggregate amount available to be drawn on any outstanding Letters of Credit during the period prior to the time such Lender became a Defaulting Lender and unpaid at such time shall not be payable by the Borrower so long as such Lender shall be a Defaulting Lender except to the extent that such LenderXxxxxx’s ratable share of any letter of credit fee shall otherwise have been due and payable by the Borrower prior to such time; provided further that any Defaulting Lender’s ratable share of any letter of credit fee accrued on the aggregate amount available to be drawn on any outstanding Letters of Credit shall accrue for the account of each Non-Defaulting Lender with respect to such Defaulting Lender’s participation in Letters of Credit which has been reallocated to such Non-Defaulting Lender pursuant to Section 3.4(d) and with respect to any L/C Shortfall either (i) if the Borrower has paid to the Administrative Agent, an amount of cash and/or Cash Equivalents and/or Permitted Liquid Investments equal to the amount of the L/C Shortfall to be held as security for all obligations of the Borrower to the Issuing Lenders hereunder in a cash collateral account to be established by, and under the sole dominion and control of, the Administrative Agent, for the account of the Borrower or (ii) otherwise, for the account of the Issuing Lenders, in each case so long as such Lender shall be a Defaulting Lender. In addition, the Borrower shall pay to each Issuing Lender for its own account a fronting fee fee, in Dollars, on the Dollar Equivalent of the aggregate face amount of all outstanding Letters of Credit issued by it to the Borrower separately agreed to by the Borrower and such Issuing Lender (but in any event not to exceed 0.25% per annum), payable quarterly in arrears on each Fee Payment Date after the issuance date.

Fees and Other Charges. (a) The Borrower will pay a fee fee, in Dollars, on each outstanding Letter of Credit requested by it, at a per annum rate equal to the Applicable Margin then in effect with respect to Eurocurrency Loans under the Revolving Facility (minus the fronting fee referred to below)applicable Facilities, on the Dollar Equivalent of the face amount of such Letter of Credit, which fee shall be shared ratably among the applicable Tranche A Revolving Lenders and payable quarterly in arrears on each Fee Payment Date after the issuance date; provided provided, that, with respect to any Defaulting Lender, such Lender’s ratable share of any letter of credit fee accrued on the aggregate amount available to be drawn on any outstanding Letters of Credit during the period prior to the time such Lender became a Defaulting Lender and unpaid at such time shall not be payable by the Borrower so long as such Lender shall be a Defaulting Lender except to the extent that such Lender’s ratable share of any letter of credit fee shall otherwise have been due and payable by the Borrower prior to such time; provided further provided, further, that any Defaulting Lender’s ratable share of any letter of credit fee accrued on the aggregate amount available to be drawn on any outstanding Letters of Credit shall accrue (x) for the account of each Non-Defaulting Lender with respect to such Defaulting Lender’s participation in Letters of Credit which has been reallocated to such Non-Defaulting Lender pursuant to Section 3.4(d), (y) for the account of the Borrower with respect to any L/C Shortfall if the Borrower has paid to the Administrative Agent an amount of cash and/or Cash Equivalents equal to the amount of the L/C Shortfall to be held as security for all obligations of the Borrower to the applicable Issuing Lenders hereunder in a Cash Collateral Account, or (z) for the account of the applicable Issuing Lenders, in any other instance, in each case so long as such Lender shall be a Defaulting Lender. In addition, the Borrower shall pay to each Issuing Lender for its own account a fronting fee fee, in Dollars, on the Dollar Equivalent of the aggregate face amount of all outstanding Letters of Credit issued by it to the Borrower separately agreed Borrower, equal to by the Borrower and such Issuing Lender (but in any event not to exceed 0.25% per annum)L/C Fronting Fee Rate, payable quarterly in arrears on each Fee Payment Date after the issuance date.date (the “L/C Fronting Fee”). 118

Fees and Other Charges. 56 (a) The Borrower will pay a fee on each the undrawn portion of all outstanding Letter Letters of Credit requested by it, at a per annum rate equal to the Applicable Margin then in effect with respect to Eurocurrency Daily Simple SOFR Loans under the Revolving Facility (minus the fronting fee referred to below), that bear interest based on the face amount of such Letter of CreditDaily LIBO Rate, which fee shall be shared ratably among the Revolving Lenders and payable quarterly in arrears on each Fee Payment Date calendar quarters and within three (3) Business Days of receipt an invoice from Administrative Agent after the issuance date; provided that, with respect to any Defaulting Lender, such Lender’s ratable share of any letter of credit fee accrued on the aggregate amount available to be drawn on any outstanding Letters of Credit during the period prior to the time such Lender became a Defaulting Lender and unpaid at such time shall not be payable by the Borrower so long as such Lender shall be a Defaulting Lender except to the extent that such Lender’s ratable share of any letter of credit fee shall otherwise have been due and payable by the Borrower prior to such time; provided further that any Defaulting Lender’s ratable share of any letter of credit fee accrued on the aggregate amount available to be drawn on any outstanding Letters of Credit shall accrue for the account of the Borrower so long as such Lender shall be a Defaulting Lender. In addition, the Borrower shall pay to each applicable Issuing Lender for its own account a fronting fee of 0.125% per annum on the aggregate face undrawn and unexpired amount of all outstanding Letters each Letter of Credit issued by it to the Borrower separately agreed to by the Borrower and such Issuing Lender (but in any event not to exceed 0.25% per annum)Credit, payable quarterly in arrears on each Fee Payment Date calendar quarters and within three (3) Business Days of receipt an invoice from Administrative Agent or such Issuing Lender after the issuance date.. (b) In addition to the foregoing fees, the Borrower shall pay or reimburse each Issuing Lender for such normal and customary costs and expenses as are incurred or charged by the Issuing Lender in issuing, negotiating, effecting payment under, amending or otherwise administering any Letter of Credit. 3.4 L/C Participations. (a) Each Issuing Lender irrevocably agrees to grant and hereby grants to each L/C Participant, and, to induce each Issuing Lender to issue Letters of Credit, each L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from each Issuing Lender, on the terms and conditions set forth below, for such L/C Participant’s own account and risk an undivided interest equal to such L/C Participant’s Percentage Interest in such Issuing Lender’s obligations and rights under and in respect of each Letter of Credit and the amount of each draft paid by such Issuing Lender thereunder. Each L/C Participant agrees with each Issuing Lender that, if a draft is paid under any Letter of Credit for which such Issuing Lender is not reimbursed in full by the Borrower in accordance with the terms of this Agreement (or in the event that any reimbursement received by such Issuing Lender shall be required to be returned by it at any time), such L/C Participant shall pay to such Issuing Lender upon demand at such Issuing Lender’s address specified on Schedule 1.1E or such other address as such Issuing Lender shall notify to the L/C Participants an amount equal to such L/C Participant’s Percentage Interest of the amount that is not so reimbursed (or is so returned). Each L/C Participant’s obligation to pay such amount shall be absolute and unconditional and shall not be affected by any circumstance, including (i) any setoff, counterclaim, recoupment, defense or other right that such L/C Participant may have against any Issuing Lender, the Borrower or any other Person for any reason whatsoever, (ii) the occurrence or continuance of a Default or an Event of Default or the failure to satisfy any of the other conditions specified in Section 5, (iii) any adverse change in the condition (financial or otherwise) of the Borrower, (iv) any breach of this Agreement or any other Loan Document by the Borrower, any other Loan Party or any other L/C Participant or (v) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing. (b) If any amount required to be paid by any L/C Participant to any Issuing Lender pursuant to Section 3.4(a) in respect of any unreimbursed portion of any payment made by such Issuing Lender under any Letter of Credit is paid to such Issuing Lender within three (3) Business Days after the date such payment is due, such L/C Participant shall pay to such Issuing Lender on demand an amount equal to the product of (i) such amount, times (ii) the daily average New York Fed Bank Rate during the period from and including the date such payment is required to the date on which such payment is immediately available to such Issuing Lender, times (iii) a fraction the numerator of which is the number of days that elapse during such period and the denominator of which is 360. If any such amount required to be paid by any L/C Participant pursuant to Section 3.4(a) is not made available to any Issuing Lender by such L/C Participant within three (3) Business Days after the date such payment is due, such Issuing Lender shall be entitled to recover from such

Fees and Other Charges. (a) The Borrower will pay a fee for the benefit of each Revolving Lender on each all outstanding Letter Letters of Credit requested by it, at a per annum rate equal to the product of (i) the Applicable Margin then in effect with respect to Eurocurrency EurodollarTerm SOFR Loans under made pursuant to the Revolving Facility Commitments of such Revolving Lender that has a risk participation in Letters of Credit and (minus ii) such Revolving Lender’s daily Revolving Percentage of the fronting fee referred to below), on the face undrawn and unexpired amount of such Letter each Letters of Credit, which fee shall be shared ratably among the Revolving Lenders and payable quarterly in arrears on each L/C Fee Payment Date after the issuance date; provided thatprovided, however, for the avoidance of doubt, any such fees otherwise payable for the account of a Defaulting Lender with respect to any Defaulting Lender, such Lender’s ratable share of any letter of credit fee accrued on the aggregate amount available to be drawn on any outstanding Letters Letter of Credit during the period prior as to which such Defaulting Lender has not provided Cash Collateral satisfactory to the time such Issuing Lender became a Defaulting Lender and unpaid at such time shall not be payable by the Borrower so long as such Lender pursuant to this Section 3 shall be a Defaulting Lender except payable, to the maximum extent that such Lender’s ratable share of any letter of credit fee shall otherwise have been due and payable permitted by applicable Law, to the Borrower prior other Revolving Lenders in accordance with the upward adjustments in their respective Revolving Percentages allocable to such time; provided further that any Defaulting Lender’s ratable share of any letter of credit fee accrued on the aggregate amount available to be drawn on any outstanding Letters Letter of Credit shall accrue pursuant to Section 2.21(a)(iii), with the balance of such fee, if any, payable to the Issuing Lender for the account of the Borrower so long as such Lender shall be a Defaulting Lenderits own account. In addition, the Borrower shall pay to each the relevant Issuing Lender for its own account a fronting fee on the aggregate face amount of all outstanding Letters with respect to each Letter of Credit issued by it to the Borrower at a per annum rate of 0.125% or a lower rate separately agreed to by between the Borrower and such Issuing Lender (but in any event not to exceed 0.25% per annum)on the undrawn and unexpired amount of each Letter of Credit issued by such Issuing Lender, payable quarterly in arrears on each L/C Fee Payment Date after the relevant issuance date. (b) In addition to the foregoing fees, unless otherwise agreed by the relevant Issuing Lender, the Borrower shall pay or reimburse each Issuing Lender for such normal and customary costs and expenses as are incurred or charged by such Issuing Lender in issuing, negotiating, effecting payment under, amending or otherwise administering any Letter of Credit issued by it. 3.4.

Fees and Other Charges. (a) The Borrower will pay a fee fee, in Dollars, on each outstanding Letter of Credit requested by it, at a per annum rate equal to the Applicable Margin then in effect with respect to Eurocurrency Loans under the Revolving Facility (minus the fronting fee referred to below)applicable Facilities, on the Dollar Equivalent of the face amount of such Letter of Credit, which fee shall be shared ratably among the applicable Tranche A Revolving Lenders and payable quarterly in arrears on each Fee Payment Date after the issuance date; provided provided, that, with respect to any Defaulting Lender, such Lender’s ratable share of any letter of credit fee accrued on the aggregate amount available to be drawn on any outstanding Letters of Credit during the period prior to the time such Lender became a Defaulting Lender and unpaid at such time shall not be payable by the Borrower so long as such Lender shall be a Defaulting Lender except to the extent that such Lender’s ratable share of any letter of credit fee shall otherwise have been due and payable by the Borrower prior to such time; provided further provided, further, that any Defaulting Lender’s ratable share of any letter of credit fee accrued on the aggregate amount available to be drawn on any outstanding Letters of Credit shall accrue (x) for the account of each Non-Defaulting Lender with respect to such Defaulting Lender’s participation in Letters of Credit which has been reallocated to such Non-Defaulting Lender pursuant to Section 3.4(d), (y) for the account of the Borrower with respect to any L/C Shortfall if the Borrower has paid to the Administrative Agent an amount of cash and/or Cash Equivalents equal to the amount of the L/C Shortfall to be held as security for all obligations of the Borrower to the applicable Issuing Lenders hereunder in a Cash Collateral Account, or (z) for the account of the applicable Issuing Lenders, in any other instance, in each case so long as such Lender shall be a Defaulting Lender. In addition, the Borrower shall pay to each Issuing Lender for its own account a fronting fee |US-DOCS\115543490.9|| fee, in Dollars, on the Dollar Equivalent of the aggregate face amount of all outstanding Letters of Credit issued by it to the Borrower separately agreed Borrower, equal to by the Borrower and such Issuing Lender (but in any event not to exceed 0.25% per annum)L/C Fronting Fee Rate, payable quarterly in arrears on each Fee Payment Date after the issuance datedate (the “L/C Fronting Fee”).

Fees and Other Charges. (a) The Borrower or any Foreign Borrower, as applicable, will pay a fee on each the aggregate drawable amount of all outstanding Letter Dollar Letters of Credit requested by itin consideration of the participations noted in Section 3A.4 below (it being understood and agreed that, in light of the foregoing, no fees shall be payable under this Section 3A.3(a) to Non-Extending Dollar Revolving Credit Lenders in respect of Extending Dollar Letters of Credit) at a per annum rate equal to (i) in the case of Non-Extending Dollar Revolving Credit Commitments, the Applicable Margin then in effect with respect to Eurocurrency Loans under the that are Non-Extending Dollar Revolving Facility (minus the fronting fee referred to below)Credit Loans, on the face amount of such Letter of Credit, which fee shall be shared ratably among the Non-Extending Dollar Revolving Credit Lenders in accordance with their respective Non-Extending Dollar Revolving Credit Percentages and (ii) in the case of Extending Dollar Revolving Credit Commitments, the Applicable Margin then in effect with respect to Eurocurrency Loans that are Extending Dollar Revolving Credit Loans (or, solely with respect to Dollar Performance Letters of Credit, 75% of the Applicable Margin then in effect with respect to Eurocurrency Loans that are Extending Dollar Revolving Credit Loans), shared ratably among the Extending Dollar Revolving Credit Lenders in accordance with their respective Extending Dollar Revolving Credit Percentages, in each case payable quarterly in arrears on each L/C Fee Payment Date after the issuance date; provided that, with respect to any Defaulting Lender, date of such Lender’s ratable share Dollar Letter of any letter of credit fee accrued on the aggregate amount available to be drawn on any outstanding Letters of Credit during the period prior to the time such Lender became a Defaulting Lender and unpaid at such time shall not be payable by the Borrower so long as such Lender shall be a Defaulting Lender except to the extent that such Lender’s ratable share of any letter of credit fee shall otherwise have been due and payable by the Borrower prior to such time; provided further that any Defaulting Lender’s ratable share of any letter of credit fee accrued on the aggregate amount available to be drawn on any outstanding Letters of Credit shall accrue for the account of the Borrower so long as such Lender shall be a Defaulting LenderCredit. In addition, the Borrower shall pay to each the relevant Dollar Issuing Lender for its own account a fronting fee on the aggregate face drawable amount of all outstanding Dollar Letters of Credit issued by it to the Borrower separately agreed to by the Borrower and such Issuing Lender (but in any event not to exceed 0.25of 1/8 of 1% per annum), payable quarterly in arrears on each L/C Fee Payment Date after the issuance datedate of such Dollar Letter of Credit.

Fees and Other Charges. (a) The Borrower will pay a fee to the Administrative Agent, for the ratable benefit of the Revolving Credit Lenders, on each the daily aggregate drawable amount of all outstanding Letter Letters of Credit requested by it, at a per annum rate equal to the Applicable Margin then in effect with respect to Eurocurrency Term SOFR Loans under the Revolving Credit Facility (minus ( the fronting fee referred to below“Letter of Credit Fee”), on the face amount of such Letter of Credit, which fee shall be shared ratably among the Revolving Credit Lenders in accordance with their respective Revolving Credit Percentages and payable quarterly in arrears on each L/C Fee Payment Date after the issuance date; provided thatprovided, however, any fees otherwise payable for the account of a Defaulting Lender with respect to any Defaulting Lender, such Lender’s ratable share of any letter of credit fee accrued on the aggregate amount available to be drawn on any outstanding Letters Letter of Credit during the period prior as to which such Defaulting Lender has not provided Cash Collateral satisfactory to the time Issuing Lender pursuant to Section 3.1(c) 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 Lender became a Defaulting Lender and unpaid at Letter of Credit pursuant to Section 2.21(a)(iv), with the balance of such time shall not be fee, if any, payable by to the Borrower so long as such Lender shall be a Defaulting Lender except to the extent that such Lender’s ratable share of any letter of credit fee shall otherwise have been due and payable by the Borrower prior has provided Cash Collateral on account of such Defaulting Lender pursuant to such timeSection 2.22(a) and otherwise to the Issuing Lender for its own account; provided further that any fee payable to a Defaulting Lender’s ratable share of any letter of credit fee accrued on the aggregate amount available to be drawn on any outstanding Letters of Credit shall accrue for the account of the Borrower so long as such Lender shall be a Defaulting Lendersubject to Section 2.21(a)(iii). In addition, except as otherwise agreed to between the relevant Issuing Lender and the Borrower, the Borrower shall pay to each the relevant Issuing Lender for its own account a fronting fee on the aggregate face drawable amount of all outstanding Letters of Credit issued by it to the Borrower separately agreed to by the Borrower and such Issuing Lender (but in any event not to exceed 0.25of 0.125% per annum), payable quarterly in arrears on each L/C Fee Payment Date after the issuance date. Notwithstanding anything to the contrary contained herein, while any of the events described in Section 8(f) shall have occurred and be continuing with respect to the Borrower, the Letter of Credit Fee shall accrue at a rate equal to the Applicable Margin plus 2% per annum.

Fees and Other Charges. (a) The applicable Borrower will pay a fee in Dollars on each all outstanding Letter Letters of Credit requested by it, or Bankers’ Acceptances at a per annum rate equal to the Applicable Margin Rate then in effect with respect to Eurocurrency Loans under the Revolving Facility (minus the fronting fee referred to below)effect, on the face amount of such Letter of Credit, which fee shall be shared ratably among the Revolving Lenders and payable quarterly in arrears on each Fee Payment Date after the issuance date; provided that, with respect to any Defaulting Lender, such Lender’s ratable share of any letter of credit fee accrued on the aggregate amount available to be drawn on any outstanding Letters of Credit during the period prior to the time such Lender became a Defaulting Lender and unpaid at such time shall not be payable by the Borrower so long as such Lender shall be a Defaulting Lender except to the extent that such Lender’s ratable share of any letter of credit fee shall otherwise have been due and payable by the Borrower prior to such time; provided further that any Defaulting Lender’s ratable share of any letter of credit fee accrued on the aggregate amount available to be drawn on any outstanding Letters of Credit shall accrue for the account of the Borrower so long as such Lender shall be a Defaulting Lender. In addition, the applicable Borrower shall pay to each the Issuing Lender for its own account a fronting fee in Dollars of 0.125% per annum on the aggregate face undrawn and unexpired amount of all outstanding Letters the Dollar Equivalent of each Letter of Credit issued by it to the Borrower separately agreed to by the Borrower and such Issuing Lender (but in any event not to exceed 0.25% per annum)BA, payable quarterly in arrears on each Fee Payment Date after the issuance date.. (b) In addition to the foregoing fees, the applicable Borrower shall pay or reimburse the applicable Issuing Lender for such normal and customary costs and expenses as are incurred or charged by such Issuing Lender in issuing, negotiating, effecting payment under, amending or otherwise administering any Letter of Credit or BA. 3.04. L/C-B/A Participations. (a) The applicable Issuing Lender irrevocably agrees to grant and hereby grants to each L/C-B/A Participant, and, to induce the applicable Issuing Lender to issue Letters of Credit and create BA’s, each L/C-B/A Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from the applicable Issuing Lender, on the terms and conditions set forth below, for such L/C-B/A Participant’s own account and risk an undivided interest equal to such L/C-B/A Participant’s Revolving Percentage in the applicable Issuing Lender’s obligations and rights under and in respect of each Letter of Credit and BA and the amount of each draft paid or reimbursed by the applicable Issuing Lender thereunder. Each L/C-B/A Participant agrees with the applicable Issuing Lender that, if a draft is paid under any Letter of Credit or reimbursed under any BA for which such Issuing Lender is not reimbursed in full by the applicable Borrower in accordance with the terms of this Agreement (or in the event that any reimbursement received by such Issuing Lender shall be required to be returned by it at any time), such L/C-B/A Participant shall pay to the applicable Issuing Lender upon demand at the applicable Issuing Lender’s address for notices specified herein the an amount in Dollars equal to the Dollar Equivalent of such L/C-B/A Participant’s Revolving Percentage of the amount that is not so reimbursed (or is so returned). Each L/C-B/A Participant’s obligation to pay such amount shall be absolute and unconditional and shall not be affected by any circumstance, including (i) any setoff, counterclaim, recoupment, defense or other right that such L/C-B/A Participant may have against the applicable Issuing Lender, the applicable Borrower or any other Person for any reason whatsoever, (ii) the

Fees and Other Charges. (a) The Borrower will shall pay a fee on each outstanding (the “Letter of Credit requested by it, Fee”) on the average daily undrawn and unexpired amount of all outstanding Letters of Credit during each Fee Payment Period at a per annum rate equal to the Applicable Margin then in effect with respect to Eurocurrency Loans under the Revolving Facility (minus the fronting fee referred to below)Eurodollar Loans, on the face amount of such Letter of Credit, which fee shall be shared ratably among the Revolving Lenders based on the Percentages of the Lenders during the relevant Fee Payment Period and payable quarterly in arrears on for each Fee Payment Date after the issuance date; provided that, with respect to any Defaulting Lender, such Lender’s ratable share of any letter of credit fee accrued Period on the aggregate amount available to be drawn on any outstanding Letters of Credit during the period prior to the time such Lender became a Defaulting Lender and unpaid at such time shall not be payable by the Borrower so long as such Lender shall be a Defaulting Lender except to the extent that such Lender’s ratable share of any letter of credit fee shall otherwise have been due and payable by the Borrower prior to such time; provided further that any Defaulting Lender’s ratable share of any letter of credit fee accrued on the aggregate amount available to be drawn on any outstanding Letters of Credit shall accrue for the account of the Borrower so long as such Lender shall be a Defaulting Lenderrelated Fee Payment Date. In addition, the Borrower shall pay a fronting fee in an amount equal to 0.25% per annum on the average daily undrawn and unexpired amount of each Letter of Credit issued by such Issuing Lender, payable in arrears for each Fee Payment Period on the related Fee Payment Date. For the purposes of the foregoing calculations, the average daily undrawn and unexpired amount of any Letter of Credit denominated in an Optional Currency for any Fee Payment Period shall be calculated by multiplying (i) the average daily undrawn and unexpired amount of such Letter of Credit (expressed in the Optional Currency in which such Letter of Credit is denominated) by (ii) the Exchange Rate for each such Optional Currency in effect on the first Business Day of the related Fee Payment Period or by such other method that the Administrative Agent and the Borrower may agree. In addition to the foregoing fees, the Borrower shall pay or reimburse each Issuing Lender Lender, for its own account a fronting fee on the aggregate face amount such customary out-of-pocket costs and expenses as are incurred or charged by such Issuing Lender in issuing, negotiating, effecting payment under, amending or otherwise administering any Letter of all outstanding Letters of Credit issued by it Credit, to the Borrower separately extent that such costs and expenses have been mutually agreed to by upon between the Borrower and such Issuing Lender (but in any event not to exceed 0.25% per annum), payable quarterly in arrears on each Fee Payment Date after the issuance dateLender.

Fees and Other Charges. (a) 127. The Borrower will pay a fee fee, in Dollars, on each outstanding Letter of Credit requested by it, at a per annum rate equal to the Applicable Margin then in effect with respect to Eurocurrency Loans under the Revolving Facility (minus the fronting fee referred to below)applicable Facilities, on the Dollar Equivalent of the face amount of such Letter of Credit, which fee shall be shared ratably among the applicable Tranche A Revolving Lenders and payable quarterly in arrears on each Fee Payment Date after the issuance date; provided provided, that, with respect to any Defaulting Lender, such Lender’s ratable share of any letter of credit fee accrued on the aggregate amount available to be drawn on any outstanding Letters of Credit during the period prior to the time such Lender became a Defaulting Lender and unpaid at such time shall not be payable by the Borrower so long as such Lender shall be a Defaulting Lender except to the extent that such Lender’s ratable share of any letter of credit fee shall otherwise have been due and payable by the Borrower prior to such time; provided further provided, further, that any Defaulting Lender’s ratable share of any letter of credit fee accrued on the aggregate amount available to be drawn on any outstanding Letters of Credit shall accrue (x) for the account of each Non-Defaulting Lender with respect to such Defaulting Lender’s participation in Letters of Credit which has been reallocated to such Non-Defaulting Lender pursuant to Section 3.4(d), (y) for the account of the Borrower with respect to any L/C Shortfall if the Borrower has paid to the Administrative Agent an amount of cash and/or Cash Equivalents equal to the amount of the L/C Shortfall to be held as security for all obligations of the Borrower to the applicable Issuing Lenders hereunder in a Cash Collateral Account, or (z) for the account of the applicable Issuing Lenders, in any other instance, in each case so long as such Lender shall be a Defaulting Lender. In addition, the Borrower shall pay to each Issuing Lender for its own account a fronting fee fee, in Dollars, on the Dollar Equivalent of the aggregate face amount of all outstanding Letters of Credit issued by it to the Borrower separately agreed Borrower, equal to by the Borrower and such Issuing Lender (but in any event not to exceed 0.25% per annum)L/C Fronting Fee Rate, payable quarterly in arrears on each Fee Payment Date after the issuance datedate (the “L/C Fronting Fee”).

Fees and Other Charges. (a) The Each Borrower will pay a fee to the Administrative Agent, for the ratable benefit of the Revolving Credit Lenders, on each the daily aggregate drawable amount of all outstanding Letter Letters of Credit requested by it, of such Borrower at a per annum rate equal to the Applicable Margin then in effect for such Borrower with respect to Eurocurrency Term SOFR Loans under the Revolving Credit Facility (minus ( the fronting fee referred to below“Letter of Credit Fee”), on the face amount of such Letter of Credit, which fee shall be shared ratably among the Revolving Credit Lenders in accordance with their respective Revolving Credit Percentages, and payable quarterly in arrears on each L/C Fee Payment Date after the issuance date; provided thatprovided, however, any fees otherwise payable for the account of a Defaulting Lender with respect to any Defaulting Lender, such Lender’s ratable share of any letter of credit fee accrued on the aggregate amount available to be drawn on any outstanding Letters Letter of Credit during the period prior as to which such Defaulting Lender has not provided Cash Collateral satisfactory to the time such Issuing Lender became a Defaulting Lender and unpaid at such time shall not be payable by the Borrower so long as such Lender pursuant to Section 3.1(c) shall be a Defaulting Lender except 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 2.21(a)(iv), with the balance of such fee, if any, payable to applicable Borrower to the extent that such Lender’s ratable share Borrower has provided Cash Collateral on account of any letter of credit fee shall such Defaulting Lender pursuant to Section 2.22(a) and otherwise have been due and payable by to the Borrower prior to such timeapplicable Issuing Lender for its own account; provided further that any fee payable to a Defaulting Lender’s ratable share of any letter of credit fee accrued on the aggregate amount available to be drawn on any outstanding Letters of Credit shall accrue for the account of the Borrower so long as such Lender shall be a Defaulting Lendersubject to Section 2.21(a)(iii). In addition, except as otherwise agreed to between the relevant Issuing Lender and the Borrowers, each Borrower shall pay to each the relevant Issuing Lender for its own account a fronting fee on the aggregate face drawable amount of all outstanding Letters of Credit issued by it to the Borrower separately agreed to by the Borrower and such Issuing Lender (but in any event not to exceed 0.25of 0.125% per annum), payable quarterly in arrears on each L/C Fee Payment Date after the issuance date. Notwithstanding anything to the contrary contained herein, while any of the events described in Section 8(f) shall have occurred and be continuing with respect to any Borrower, the Letter of Credit Fee for such Borrower shall accrue at a rate equal to the Applicable Margin plus 2% per annum.

Fees and Other Charges. (a) The Borrower will pay a fee fee, in Dollars, on each outstanding Letter of Credit requested by it, at a per annum rate equal to the Applicable Margin then in effect with respect to Eurocurrency Term SOFR Loans under the Revolving Facility (minus the fronting fee referred to below), on the Dollar Equivalent of the face amount of such Letter of Credit, which fee shall be shared ratably among the Revolving Lenders and payable quarterly in arrears on each Fee Payment Date after the issuance date; provided that, with respect to any Defaulting Lender, such LenderXxxxxx’s ratable share of any letter of credit fee accrued on the aggregate amount available to be drawn on any outstanding Letters of Credit during the period prior to the time such Lender became a Defaulting Lender and unpaid at such time shall not be payable by the Borrower so long as such Lender shall be a Defaulting Lender except to the extent that such Lender’s ratable share of any letter of credit fee shall otherwise have been due and payable by the Borrower prior to such time; provided further that any Defaulting Lender’s ratable share of any letter of credit fee accrued on the aggregate amount available to be drawn on any outstanding Letters of Credit shall accrue for the account of each Non-Defaulting Lender with respect to such Defaulting Lender’s participation in Letters of Credit which has been reallocated to such Non-Defaulting Lender pursuant to Section 3.4(d) and with respect to any L/C Shortfall either (i) if the Borrower has paid to the Administrative Agent, an amount of cash and/or Cash Equivalents and/or Permitted Liquid Investments equal to the amount of the L/C Shortfall to be held as security for all obligations of the Borrower to the Issuing Lenders hereunder in a cash collateral account to be established by, and under the sole dominion and control of, the Administrative Agent, for the account of the Borrower or (ii) otherwise, for the account of the Issuing Lenders, in each case so long as such Lender shall be a Defaulting Lender. In addition, the Borrower shall pay to each Issuing Lender for its own account a fronting fee fee, in Dollars, on the Dollar Equivalent of the aggregate face amount of all outstanding Letters of Credit issued by it to the Borrower separately agreed to by the Borrower and such Issuing Lender (but in any event not to exceed 0.25% per annum), payable quarterly in arrears on each Fee Payment Date after the issuance date.. (b) In addition to the foregoing fees, the Borrower shall pay or reimburse each Issuing Lender for costs and expenses agreed by the Borrower and such Issuing Lender in issuing, negotiating, effecting payment under, amending or otherwise administering any Letter of Credit requested by the Borrower. 3.4

Fees and Other Charges. (a) The Borrower will pay a fee fee, in Dollars, notwithstanding that a Letter of Credit may be denominated in any Permitted Foreign Currency, on each outstanding Letter of Credit requested by it, at a per annum rate equal to the Applicable Margin then in effect with respect to Eurocurrency Loans under the Revolving Facility (minus the fronting fee referred to below), on the Dollar Equivalent of the face amount of such Letter of Credit, which fee shall be shared ratably among the Revolving Lenders and payable quarterly in arrears on each Fee Payment Date after the issuance date; provided that, with respect to any Defaulting Lender, such Lender’s ratable share of any letter of credit fee accrued on the aggregate amount available to be drawn on any outstanding Letters of Credit during the period prior to the time such Lender became a Defaulting Lender and unpaid at such time shall not be payable by the Borrower so long as such Lender shall be a Defaulting Lender except to the extent that such Lender’s ratable share of any letter of credit fee shall otherwise have been due and payable by the Borrower prior to such time; provided further that any Defaulting Lender’s ratable share of any letter of credit fee accrued on the aggregate amount available to be drawn on any outstanding Letters of Credit shall accrue for the account of each Non-Defaulting Lender with respect to such Defaulting Lender’s participation in Letters of Credit which has been reallocated to such Non-Defaulting Lender pursuant to Section 3.4(d) and with respect to any L/C Shortfall either (i) if the Borrower has paid to the Administrative Agent, an amount of cash and/or Cash Equivalents and/or Permitted Liquid Investments equal to the amount of the L/C Shortfall to be held as security for all obligations of the Borrower to the Issuing Lenders hereunder in a cash collateral account to be established by, and under the sole dominion and control of, the Administrative Agent, for the account of the Borrower or (ii) otherwise, for the account of the Issuing Lenders, in each case so long as such Lender shall be a Defaulting Lender. In addition, the Borrower shall pay to each Issuing Lender for its own account a fronting fee fee, in Dollars, notwithstanding that a Letter of Credit may be denominated in any Permitted Foreign Currency, on the Dollar Equivalent of the aggregate face amount of all outstanding Letters of Credit issued by it to the Borrower separately agreed to by the Borrower and such Issuing Lender (but in any event not to exceed 0.250.125% per annum), payable quarterly in arrears on each Fee Payment Date after the issuance date.

Fees and Other Charges. (a) The Borrower will pay a fee on each outstanding Letter of Credit requested by it, at a per annum rate equal to the Applicable Margin then in effect with respect to Eurocurrency Loans under the Revolving Facility (minus the fronting fee referred to below), on the face amount of such Letter of Credit, which fee shall be shared ratably among the Revolving Lenders and payable quarterly in arrears on each Fee Payment Date after the issuance date; provided that, with respect to any Defaulting Lender, such Lender’s ratable share of any letter of credit fee accrued on the aggregate amount available to be drawn on any outstanding Letters of Credit during the period prior to the time such Lender became a Defaulting Lender and unpaid at such time shall not be payable by the Borrower so long as such Lender shall be a Defaulting Lender except to the extent that such Lender’s ratable share of any letter of credit fee shall otherwise have been due and payable by the Borrower prior to such time; provided further that any Defaulting Lender’s ratable share of any letter of credit fee accrued on the aggregate amount available to be drawn on any outstanding Letters of Credit shall accrue for the account of each Non-Defaulting Lender with respect to such Defaulting Lender’s participation in Letters of Credit which has been reallocated to such Non-Defaulting Lender pursuant to Section 3.4(d) and with respect to any L/C Shortfall either (i) if the Borrower has paid to the Administrative Agent, an amount of cash and/or Cash Equivalents and/or Permitted Liquid Investments equal to the amount of the L/C Shortfall to be held as security for all obligations of the Borrower to the Issuing Lenders hereunder in a cash collateral account to be established by, and under the sole dominion and control of, the Administrative Agent, for the account of the Borrower or (ii) otherwise, for the account of the Issuing Lenders, in each case so long as such Lender shall be a Defaulting Lender. In addition, the Borrower shall pay to each Issuing Lender for its own account a fronting fee on the aggregate face amount of all outstanding Letters of Credit issued by it to the Borrower separately agreed to by the Borrower and such Issuing Lender (but in any event not to exceed 0.25% per annum), payable quarterly in arrears on each Fee Payment Date after the issuance date.

Fees and Other Charges. (a) The Borrower will pay a fee on each the actual daily undrawn amount of all outstanding Letter Letters of Credit requested by it, at a per annum rate equal to the Applicable Margin then in effect with respect to Eurocurrency Loans under the Revolving Facility (minus the fronting fee referred to below)EurodollarSOFR Loans, on the face amount of such Letter of Credit, which fee shall be shared ratably among the Revolving Lenders and payable quarterly in arrears on each L/C Fee Payment Date after the issuance date; provided thatsuch fee with respect to each Letter of Credit denominated in any currency other than Dollars shall be payable in Dollars, and for purposes of calculating the amount of such fee applicable to each Letter of Credit denominated in any currency other than Dollars, the actual daily undrawn, outstanding amount of such Letter of Credit shall be the Dollar Equivalent of such amount calculated at the Exchange Rate as of the relevant L/C Fee Payment Date; provided, however, that any such fees otherwise payable for the account of a Defaulting Lender with respect to any Defaulting Lender, such Lender’s ratable share of any letter of credit fee accrued on the aggregate amount available to be drawn on any outstanding Letters Letter of Credit during the period prior as to which such Defaulting Lender has not provided Cash Collateral satisfactory to the time such Issuing Lender became a Defaulting Lender and unpaid at such time shall not be payable by the Borrower so long as such Lender pursuant to subsection 5.1 shall be a Defaulting Lender except payable, to the maximum extent that such Lender’s ratable share of any letter of credit fee shall otherwise have been due and payable permitted by applicable law, to the Borrower prior other Lenders in accordance with the upward adjustments in their respective Revolving Credit Commitment Percentages allocable to such time; provided further that any Defaulting Lender’s ratable share of any letter of credit fee accrued on the aggregate amount available to be drawn on any outstanding Letters Letter of Credit shall accrue pursuant to subsection 2.19(a)(iv), with the balance of such fee, if any, payable to the Issuing Lender for the account of the Borrower so long as such Lender shall be a Defaulting Lenderits own account. In addition, the Borrower shall pay to each the Issuing Lender for its own account a fronting fee on in the aggregate face amount of all outstanding Letters of Credit issued by it to the Borrower separately agreed to by the Borrower and such Issuing Lender (but in any event not to exceed 0.25% per annum)and the Borrower on the actual daily undrawn, outstanding amount of each Letter of Credit, payable quarterly in arrears on each L/C Fee Payment Date after the issuance date; such fee with respect to each Letter of Credit denominated in any currency other than Dollars shall be payable in Dollars, and for purposes of calculating the amount of such fee applicable to each Letter of Credit denominated in any currency other than Dollars, the actual daily undrawn, outstanding amount of such Letter of Credit shall be the Dollar Equivalent of such amount calculated at the Exchange Rate as of the relevant L/C Fee Payment Date.

Fees and Other Charges. (a) The Borrower Borrowers will pay to the Administrative Agent, for the account of the Lenders, a fee on each the daily amount available to be drawn under all outstanding Letter Letters of Credit requested by it, at a per annum rate equal to the Applicable Margin then in effect with respect to Eurocurrency Loans under the Revolving Facility (minus the fronting fee referred Eurodollar Loans, to below), on the face amount of such Letter of Credit, which fee shall be shared ratably among the Lenders in accordance with their respective Revolving Lenders Credit Percentages and payable quarterly in arrears on each L/C Fee Payment Date after Date; provided, however, that (i) any letter of credit fees otherwise payable pursuant to this paragraph for the issuance date; provided that, account of a Defaulting Lender with respect to any Fronted Letter of Credit as to which such Defaulting LenderLender has not provided Cash Collateral satisfactory to the applicable Issuing Lender pursuant to Section 3.1 shall be payable, to the maximum extent permitted by applicable Law, to the other Lenders in accordance with the upward adjustments in their respective Revolving Credit Percentages allocable to such Lender’s ratable share Fronted Letter of Credit pursuant to Section 2.20(a)(iv), with the balance of such fee, if any, payable to the applicable Issuing Lender for its own account, (ii) the Borrowers shall not be required to pay any letter of credit fee accrued on fees pursuant to this paragraph in respect of such portion of the aggregate amount available to be drawn on any outstanding Fronted Letters of Credit during for which it has furnished Cash Collateral in accordance with the period prior terms hereof to reduce the time such Lender became a Fronting Exposure of any Defaulting Lender and unpaid at such time shall not be payable by the Borrower so long as such Lender shall be a Defaulting Lender except to the extent that such Lender’s ratable share of (iii) any letter of credit fee shall fees otherwise have been due and payable by the Borrower prior pursuant to such time; provided further that any Defaulting Lender’s ratable share of any letter of credit fee accrued on the aggregate amount available to be drawn on any outstanding Letters of Credit shall accrue this paragraph for the account of the Borrower so long as such a Defaulting Lender with respect to any Pro Rata Letter of Credit shall be a Defaulting Lenderpayable, to the maximum extent permitted by applicable Law, to the other Lenders in accordance with the upward adjustments in their respective Revolving Credit Percentages with respect to such Pro Rata Letter of Credit pursuant to Section 2.20(a)(iv), and the Borrowers shall not be required to pay the balance of any such letter of credit fees. In addition, the Borrower Borrowers shall pay to each Issuing Lender for its own account a fronting fee on the aggregate face daily amount of available to be drawn under all outstanding Fronted Letters of Credit issued by it to such Issuing Lender at a rate and at the Borrower times separately agreed to upon by the Borrower Borrowers and such Issuing Lender (but Lender. For purposes of computing the daily amount available to be drawn under any Letter of Credit, the amount of such Letter of Credit shall be determined in any event not to exceed 0.25% per annum), payable quarterly in arrears on each Fee Payment Date after the issuance dateaccordance with Section 1.3.

Fees and Other Charges. (a) The Borrower will pay a fee on each the actual daily undrawn and unexpired amount of all outstanding Letter Letters of Credit requested by it, at a per annum rate equal to the Applicable Margin then in effect with respect to Eurocurrency Loans under the Revolving Facility (minus the fronting fee referred to below)Eurodollar Loans, on the face amount of such Letter of Credit, which fee shall be shared ratably among the Revolving Lenders and payable quarterly in arrears on each L/C Fee Payment Date after the issuance date; provided thatsuch fee with respect to each Letter of Credit denominated in any currency other than Dollars shall be payable in Dollars, and for purposes of calculating the amount of such fee applicable to each Letter of Credit denominated in any currency other than Dollars, the actual daily undrawn and unexpired amount of such Letter of Credit shall be the Dollar Equivalent of such amount calculated at the Exchange Rate as of the relevant L/C Fee Payment Date; provided, however, that any such fees otherwise payable for the account of a Defaulting Lender with respect to any Defaulting Lender, such Lender’s ratable share of any letter of credit fee accrued on the aggregate amount available to be drawn on any outstanding Letters Letter of Credit during the period prior as to which such Defaulting Lender has not provided Cash Collateral satisfactory to the time such Issuing Lender became a Defaulting Lender and unpaid at such time shall not be payable by the Borrower so long as such Lender pursuant to subsection 5.1 shall be a Defaulting Lender except payable, to the maximum extent that such Lender’s ratable share of any letter of credit fee shall otherwise have been due and payable permitted by applicable law, to the Borrower prior other Lenders in accordance with the upward adjustments in their respective Revolving Credit Commitment Percentages allocable to such time; provided further that any Defaulting Lender’s ratable share of any letter of credit fee accrued on the aggregate amount available to be drawn on any outstanding Letters Letter of Credit shall accrue pursuant to subsection 2.22(a)(iv), with the balance of such fee, if any, payable to the Issuing Lender for the account of the Borrower so long as such Lender shall be a Defaulting Lenderits own account. In addition, the Borrower shall pay to each the Issuing Lender for its own account a fronting fee on in the aggregate face amount of all outstanding Letters of Credit issued by it to the Borrower separately agreed to by the Borrower and such Issuing Lender (but in any event not to exceed 0.25% per annum)and the Borrower on the actual daily undrawn and unexpired amount of each Letter of Credit, payable quarterly in arrears on each L/C Fee Payment Date after the issuance date; such fee with respect to each Letter of Credit denominated in any currency other than Dollars shall be payable in Dollars, and for purposes of calculating the amount of such fee applicable to each Letter of Credit denominated in any currency other than Dollars, the actual daily undrawn and unexpired amount of such Letter of Credit shall be the Dollar Equivalent of such amount calculated at the Exchange Rate as of the relevant L/C Fee Payment Date.

Fees and Other Charges. (a) The US Borrower will pay a fee to the Administrative Agent (i) for the account of each US Borrower Extended Revolving Lender, on each such Lender’s US Borrower Revolving Percentage (to the extent attributable to such Lender’s US Borrower Extended Revolving Commitment) on the average aggregate daily undrawn and unexpired amount of all outstanding Letter US Borrower Letters of Credit requested by it, at a per annum rate equal to the Applicable Margin then in effect with respect to Eurocurrency Eurodollar Loans under the US Borrower Extended Revolving Facility and (minus ii) for the fronting fee referred to below)account of each US Borrower Non-Extended Revolving Lender, on such Lender’s US Borrower Revolving Percentage (to the face extent attributable to such Lender’s US Borrower Non-Extended Revolving Commitment) on the average aggregate daily undrawn and unexpired amount of such Letter all outstanding US Borrower Letters of CreditCredit at a per annum rate equal to the Applicable Margin then in effect with respect to Eurodollar Loans under the US Borrower Non-Extended Revolving Facility, which fee shall be shared ratably among the Revolving Lenders and in each case payable quarterly in arrears on each Fee Payment Date after the issuance date; provided that, with respect to any Defaulting Lender, such Lender’s ratable share of any letter of credit fee accrued on the aggregate amount available to be drawn on any outstanding Letters of Credit during the period prior to the time such Lender became a Defaulting Lender and unpaid at such time shall not be payable by the Borrower so long as such Lender shall be a Defaulting Lender except to the extent that such Lender’s ratable share of any letter of credit fee shall otherwise have been due and payable by the Borrower prior to such time; provided further that any Defaulting Lender’s ratable share of any letter of credit fee accrued on the aggregate amount available to be drawn on any outstanding Letters of Credit shall accrue for the account of the Borrower so long as such Lender shall be a Defaulting Lender. In addition, the US Borrower shall pay to each the Issuing Lender directly for its own account account, in advance, on the date of issuance of each Letter of Credit for the period from such date to but not including the same day in the third full month following such issuance date and, thereafter, on such date in each third month thereafter and on the expiration date of the Letter of Credit, a fronting fee calculated at the per annum rate of 0.25% on the aggregate face amount of all outstanding Letters available for drawing under such Letter of Credit issued by it to the Borrower separately agreed to by the Borrower and on such Issuing Lender (but in any event not to exceed 0.25% per annum), payable quarterly in arrears on each Fee Payment Date after the issuance payment date.

Fees and Other Charges. (a) The Borrower will pay a fee for the benefit of each Revolving Lender on each all outstanding Letter Letters of Credit requested by it, at a per annum rate equal to the product of (i) the Applicable Margin then in effect with respect to Eurocurrency Term SOFR Loans under made pursuant to the Revolving Facility Commitments of such Revolving Lender that has a risk participation in Letters of Credit and (minus ii) such Revolving Lender’s daily Revolving Percentage of the fronting fee referred to below), on the face undrawn and unexpired amount of such Letter each Letters of Credit, which fee shall be shared ratably among the Revolving Lenders and payable quarterly in arrears on each L/C Fee Payment Date after the issuance date; provided thatprovided, however, for the avoidance of doubt, any such fees otherwise payable for the account of a Defaulting Lender with respect to any Defaulting Lender, such Lender’s ratable share of any letter of credit fee accrued on the aggregate amount available to be drawn on any outstanding Letters Letter of Credit during the period prior as to which such Defaulting Lender has not provided Cash Collateral satisfactory to the time such Issuing Lender became a Defaulting Lender and unpaid at such time shall not be payable by the Borrower so long as such Lender pursuant to this Section 3 shall be a Defaulting Lender except payable, to the maximum extent that such Lender’s ratable share of any letter of credit fee shall otherwise have been due and payable permitted by applicable Law, to the Borrower prior other Revolving Lenders in accordance with the upward adjustments in their respective Revolving Percentages allocable to such time; provided further that any Defaulting Lender’s ratable share of any letter of credit fee accrued on the aggregate amount available to be drawn on any outstanding Letters Letter of Credit shall accrue pursuant to Section 2.21(a)(iii), with the balance of such fee, if any, payable to the Issuing Lender for the account of the Borrower so long as such Lender shall be a Defaulting Lenderits own account. In addition, the Borrower shall pay to each the relevant Issuing Lender for its own account a fronting fee on the aggregate face amount of all outstanding Letters with respect to each Letter of Credit issued by it to the Borrower at a per annum rate of 0.125% or a lower rate separately agreed to by between the Borrower and such Issuing Lender (but in any event not to exceed 0.25% per annum)on the undrawn and unexpired amount of each Letter of Credit issued by such Issuing Lender, payable quarterly in arrears on each L/C Fee Payment Date after the relevant issuance date.. (b) In addition to the foregoing fees, unless otherwise agreed by the relevant Issuing Lender, the Borrower shall pay or reimburse each Issuing Lender for such normal and customary costs and expenses as are incurred or charged by such Issuing Lender in issuing, negotiating, effecting payment under, amending or otherwise administering any Letter of Credit issued by it. - 69-

Fees and Other Charges. (a) The Borrower will pay a fee fee, in Dollars, on each outstanding Letter of Credit requested by it, at a per annum rate equal to the Applicable Margin then in effect with respect to Eurocurrency Loans under the Revolving Facility (minus the fronting fee referred to below)Facilities, on the Dollar Equivalent of the face amount of such Letter of Credit, which fee shall be shared ratably among the applicable Revolving Lenders and payable quarterly in arrears on each Fee Payment Date after the issuance date; provided provided, that, with respect to any Defaulting Lender, such Lender’s ratable share of any letter of credit fee accrued on the aggregate amount available to be drawn on any outstanding Letters of Credit during the period prior to the time such Lender became a Defaulting Lender and unpaid at such time shall not be payable by the Borrower so long as such Lender shall be a Defaulting Lender except to the extent that such Lender’s ratable share of any letter of credit fee shall otherwise have been due and payable by the Borrower prior to such time; provided further provided, further, that any Defaulting Lender’s ratable share of any letter of credit fee accrued on the aggregate amount available to be drawn on any outstanding Letters of Credit shall accrue (x) for the account of each Non-Defaulting Lender with respect to such Defaulting Lender’s participation in Letters of Credit which has been reallocated to such Non-Defaulting Lender pursuant to Section 3.4(d), (y) for the account of the Borrower with respect to any L/C Shortfall if the Borrower has paid to the Administrative Agent an amount of cash and/or Cash Equivalents equal to the amount of the L/C Shortfall to be held as security for all obligations of the Borrower to the applicable Issuing Lenders hereunder in a Cash Collateral Account, or (z) for the account of the applicable Issuing Lenders, in any other instance, in each case so long as such Lender shall be a Defaulting Lender. In addition, the Borrower shall pay to each Issuing Lender for its own account a fronting fee fee, in Dollars, on the Dollar Equivalent of the aggregate face amount of all outstanding Letters of Credit issued by it to the Borrower separately agreed Borrower, equal to by the Borrower and such Issuing Lender (but in any event not to exceed 0.25% per annum)L/C Fronting Fee Rate, payable quarterly in arrears on each Fee Payment Date after the issuance date.. 104