Common use of LC Fees Clause in Contracts

LC Fees. The Borrower agrees to pay (i) to the Revolving Agent for the account of each Revolving Lender (excluding any Defaulting Lender) a participation fee (“LC Participation Fee”) with respect to its participations in Letters of Credit, which shall accrue from time to time at a rate equal to the percentage in clause (b)(ii) of the definition of “Applicable Margin” on the average daily amount of such Lender’s LC Exposure (excluding any portion thereof attributable to Reimbursement Obligations) during the period from and including the Original Closing Date to but excluding the later of the date on which such Lender’s Revolving Commitment terminates and the date on which such Lender ceases to have any LC Exposure, and (ii) to the Issuing Bank a fronting fee (“Fronting Fee”), which shall accrue at 0.25% on the average daily amount of the LC Exposure (excluding any portion thereof attributable to Reimbursement Obligations) during the period from and including the Original Closing Date to but excluding the later of the date of termination of the Revolving Commitments and the date on which there ceases to be any LC Exposure, as well as the Issuing Bank’s reasonable customary fees with respect to the issuance, amendment or extension of any Letter of Credit or processing of drawings thereunder. Accrued LC Participation Fees and Fronting Fees shall be payable in arrears (i) on the last Business Day of each Fiscal Quarter of the Borrower of each year, commencing on the first such date to occur after the Original Closing Date, and (ii) on the date on which the Revolving Commitments terminate. Any such fees accruing after the date on which the Revolving Commitments terminate shall be payable promptly on written demand. Any other fees payable to the Issuing Bank pursuant to this paragraph shall be payable within (10) Business Days after written demand therefor. All LC Participation Fees and Fronting Fees shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day).

LC Fees. The Borrower agrees to pay (i) to the Revolving Administrative Agent for the account of each Revolving Lender (excluding any Defaulting Lender) a participation fee (“LC Participation Fee”) with respect to its participations in Letters of Credit, which shall accrue from time to time at a rate equal to the percentage Applicable Margin applicable to Eurodollar Loans under the Commitments then in clause (b)(ii) of the definition of “Applicable Margin” effect on the average actual daily amount of such Lender’s LC Exposure (excluding any portion thereof attributable to Reimbursement Obligations) during the period from and including the Original Closing Effective Date to but excluding the later of the date on which such Lender’s Revolving Commitment terminates and the date on which such Lender ceases to have any LC Exposure; provided that during any period during which default rate interest is applicable under Section 4.7(c), the percentage referred to in preceding clause (i) shall be the Applicable Margin applicable to Eurodollar Loans under the Commitments then in effect, plus 2% per annum, and (ii) to the each Issuing Bank a fronting fee (“Fronting Fee”)) with respect to each Letter of Credit issued by it for the period from the date of issuance of such Letter of Credit to the termination date of such Letter of Credit, which shall accrue at 0.25an amount to be agreed but in any event not to exceed 0.125% on the average Dollar Equivalent of the actual daily amount of the LC Exposure (excluding any portion thereof attributable to Reimbursement Obligations) during the period from and including the Original Closing Effective Date to but excluding the later of the date of termination of the Revolving Commitments and the date on which there ceases to be any LC Exposure, as well as the Issuing Bank’s reasonable and customary fees with respect to the issuance, amendment amendment, renewal or extension of any Letter of Credit or processing of drawings thereunder. Accrued LC Participation Fees and Fronting Fees shall be payable in arrears (i) on the last Business Day of each Fiscal Quarter of the Borrower calendar quarter of each year, commencing on the first such date to occur after the Original Closing Effective Date, and (ii) on the date on which the Revolving Commitments terminateterminate and, if later, on the date upon which all Letters of Credit issued by such Issuing Bank have expired. Any such fees accruing after the date on which the Revolving Commitments terminate shall be payable promptly on written demand. Any other fees payable to the an Issuing Bank pursuant to this paragraph shall be payable within (10) ten Business Days after written demand therefor. All LC Participation Fees and Fronting Fees shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day).

LC Fees. The Borrower agrees to (a) On the last day of each Fiscal Quarter following the date that any Letter of Credit is issued (or renewed or extended), Borrowers shall pay (i) to the Revolving Agent Agent, in arrears and for the account of each Revolving Lender the Lenders a letter of credit fee in an amount equal to (excluding any Defaulting LenderA) a participation fee (“LC Participation Fee”) with respect to its participations in Letters of Credit, which shall accrue from time to time at a rate per annum equal to the percentage Applicable Margin in clause effect for LIBOR Rate Loans (b)(iiincluding the Default Rate if then in effect), times (B) the daily maximum amount available to be drawn under such Letter of the definition Credit (provided that no letter of “Applicable Margin” on the average daily amount credit fee shall accrue in favor of a Defaulting Lender so long as such Lender’s LC Exposure Lender shall be a Defaulting Lender and (excluding 2) except as otherwise provided in Section 1.9(a)(iii), any portion thereof attributable to Reimbursement Obligations) letter of credit fee accrued in favor of a Defaulting Lender during the period from and including prior to the Original Closing Date to but excluding the later of the date on which such Lender’s Revolving Commitment terminates and the date on which time such Lender ceases to have any LC Exposurebecame a Defaulting Lender and unpaid at such time shall not be payable by the Borrowers so long as such Lender shall be a Defaulting Lender), and (ii) directly to the Issuing Bank each LC Issuer for its own account a fronting fee (“Fronting Fee”), which shall accrue at 0.25% on the average daily amount of the LC Exposure (excluding any portion thereof attributable to Reimbursement ObligationsA) during the period from and including the Original Closing Date to but excluding the later of the date of termination of the Revolving Commitments and the date on which there ceases to be any LC Exposure, as well as the Issuing Bank’s reasonable customary fees with respect to each commercial Letter of Credit or any amendment of a commercial Letter of Credit increasing the issuanceamount of such Letter of Credit, amendment at a rate separately agreed between the Borrowers and the LC Issuer, computed on the amount of such commercial Letter of Credit or extension the amount of such increase, as applicable, and payable upon the issuance of such commercial Letter of Credit or effectiveness of such amendment, as applicable, and (B) with respect to each standby Letter of Credit, at the rate per annum specified in the Fee Letter, computed on the daily amount available to be drawn under such Letter of Credit on a quarterly basis in arrears. Such fronting fee shall be due and payable quarterly in arrears on the last day of each Fiscal Quarter following the date that any Letter of Credit is issued (or renewed or extended), on its expiration date and thereafter on demand. In addition, the Borrowers shall pay directly to the LC Issuer for its own account the customary issuance, presentation, amendment and other processing of drawings thereunder. Accrued LC Participation Fees fees, and Fronting Fees shall be payable in arrears (i) on the last Business Day of each Fiscal Quarter other standard costs and charges, of the Borrower LC Issuer relating to letters of each year, commencing credit as from time to time in effect. Such customary fees and standard costs and charges are due and payable on the first such date to occur after the Original Closing Date, demand and (ii) on the date on which the Revolving Commitments terminate. Any such fees accruing after the date on which the Revolving Commitments terminate shall be payable promptly on written demand. Any other fees payable to the Issuing Bank pursuant to this paragraph shall be payable within (10) Business Days after written demand therefor. All LC Participation Fees and Fronting Fees shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day)are nonrefundable.

LC Fees. The Borrower agrees to pay (i) to the Revolving Administrative Agent for the account of each Revolving Lender (excluding any Defaulting Lender) a participation fee (“LC Participation Fee”) with respect to its participations in Letters of CreditLCs, which shall accrue from time to time at a rate equal to the percentage in clause (b)(ii) of the definition of “Applicable Margin” 1.0% per annum on the average daily amount of such Lender’s 's LC Exposure (excluding any portion thereof attributable to Reimbursement Obligationsunreimbursed LC Disbursements) during the period from and including the Original Closing Date to but excluding the later of the date on which such Lender’s 's Revolving Credit Commitment terminates and the date on which such Lender ceases to have any LC Exposure, and (ii) to the Issuing LC Bank a fronting fee (“Fronting Fee”)fee, which shall accrue at 0.25% the rate or rates per annum separately agreed upon between the Borrower and the LC Bank on the average daily amount of the LC Exposure (excluding any portion thereof attributable to Reimbursement Obligationsunreimbursed LC Disbursements) during the period from and including the Original Closing Date to but excluding the later of the date of termination of the Revolving Commitments and the date on which there ceases to be any LC Exposure, as well as the Issuing LC Bank’s reasonable customary standard fees with respect to the issuance, amendment amendment, renewal or extension of any Letter of Credit LC or processing of drawings thereunder. Accrued LC Participation Fees fees and Fronting Fees fronting fees accrued through and including each Quarterly Date shall be payable in arrears (i) on the last third Business Day of each Fiscal Quarter of the Borrower of each yearfollowing such Quarterly Date, commencing on the first such date to occur after the Original Closing Date, and (ii) ; provided that all such fees shall be payable on the date on which the Revolving Commitments terminate. Any terminate and any such fees accruing after the date on which the Revolving Commitments terminate shall be payable promptly on written demand. Any other fees payable to the Issuing LC Bank pursuant to this paragraph shall be payable within (10) Business Days 10 days after written demand therefordemand. All LC Participation Fees participation fees and Fronting Fees fronting fees shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day).

LC Fees. The Borrower agrees to shall pay (i) to the Revolving Administrative Agent for the account of each Revolving Lender the Lenders ratably in accordance with their respective Percentage Shares: (excluding any Defaulting Lender) a participation fee (“LC Participation Fee”i) with respect to its participations each standby Facility LC, a letter of credit fee computed at a per annum rate equal to the Applicable Margin for Eurodollar Loans in Letters of Credit, which shall accrue effect from time to time at a rate equal to the percentage in clause (b)(ii) of the definition of “Applicable Margin” on the average daily undrawn stated amount of under such Lender’s LC Exposure (excluding any portion thereof attributable standby Facility LC, such fee to Reimbursement Obligations) during the period from and including the Original Closing Date to but excluding the later of the date on which such Lender’s Revolving Commitment terminates and the date on which such Lender ceases to have any LC Exposure, and (ii) to the Issuing Bank a fronting fee (“Fronting Fee”), which shall accrue at 0.25% on the average daily amount of the LC Exposure (excluding any portion thereof attributable to Reimbursement Obligations) during the period from and including the Original Closing Date to but excluding the later of the date of termination of the Revolving Commitments and the date on which there ceases to be any LC Exposure, as well as the Issuing Bank’s reasonable customary fees with respect to the issuance, amendment or extension of any Letter of Credit or processing of drawings thereunder. Accrued LC Participation Fees and Fronting Fees shall be payable in arrears (i) on each Payment Date and on the last Business Day of each Fiscal Quarter of the Borrower of each year, commencing on the first such date to occur after the Original Closing Facility Termination Date, and (ii) with respect to each Facility LC which is not a standby Facility LC, a letter of credit fee computed at a per annum rate equal to 75% of the Applicable Margin for Eurodollar Loans in effect from time to time on the date average daily undrawn stated amount under such Facility LC, such fee to be payable in arrears on which each Payment Date and on the Revolving Commitments terminate. Any such Facility Termination Date; provided, however, that during the continuance of a Default, fees accruing payable pursuant to (i) and (ii) above shall be increased by 2% per annum and, provided further, that the letter of credit fees payable on account of Letters of Credit outstanding on the Effective Date shall be pro rated and that portion thereof accrued prior to the Effective Date shall be paid to the Administrative Agent for distribution to those of the Lenders who were lenders under the Existing Credit Agreement at the applicable rate set forth in the Existing Credit Agreement and that portion thereof accrued from and after the date on which the Revolving Commitments terminate Effective Date shall be payable promptly on written demand. Any other fees payable paid to the Issuing Bank pursuant Administrative Agent for distribution to this paragraph the Lenders hereunder at the applicable rate hereunder. The Borrower shall also pay to the LC Issuer for its own account (1) at the time of issuance of each Facility LC and at the effective date of any extension thereof, a fronting fee in such amount as may be payable within agreed to by the LC Issuer and the Borrower, and (102) Business Days after written demand therefor. All documentary and processing charges in connection with the issuance or Modification of and draws under Facility LCs in accordance with the LC Participation Fees and Fronting Fees shall be computed on the basis of a year of 360 days and shall be payable Issuer's standard schedule for the actual number of days elapsed (including the first day but excluding the last day)such charges as in effect from time to time.

LC Fees. The Borrower agrees to pay (i) to the Revolving Administrative Agent for the account of each Revolving Lender (excluding any Defaulting Lender) a participation fee (“LC Participation Fee”) with respect to its participations in Letters of Credit, which shall accrue from time to time at a rate equal to the percentage Applicable Margin applicable to EurodollarTranche Rate Loans under the Commitments then in clause (b)(ii) of the definition of “Applicable Margin” effect on the average actual daily amount of such Lender’s LC Exposure (excluding any portion thereof attributable to Reimbursement Obligations) during the period from and including the Original Closing Effective Date to but excluding the later of the date on which such Lender’s Revolving Commitment terminates and the date on which such Lender ceases to have any LC Exposure; provided that during any period during which default rate interest is applicable under Section 4.7(c), the percentage referred to in preceding clause (i) shall be the Applicable Margin applicable to EurodollarTranche Rate Loans under the Commitments then in effect, plus 2% per annum, and (ii) to the each Issuing Bank a fronting fee (“Fronting Fee”)) with respect to each Letter of Credit issued by it for the period from the date of issuance of such Letter of Credit to the termination date of such Letter of Credit, which shall accrue at 0.25an amount to be agreed but in any event not to exceed 0.125% on the average Dollar Equivalent of the actual daily amount of the LC Exposure (excluding any portion thereof attributable to Reimbursement Obligations) during the period from and including the Original Closing Effective Date to but excluding the later of the date of termination of the Revolving Commitments and the date on which there ceases to be any LC Exposure, as well as the Issuing Bank’s reasonable and customary fees with respect to the issuance, amendment amendment, renewal or extension of any Letter of Credit or processing of drawings thereunder. Accrued LC Participation Fees and Fronting Fees shall be payable in arrears (i) on the last Business Day of each Fiscal Quarter of the Borrower calendar quarter of each year, commencing on the first such date to occur after the Original Closing Effective Date, and (ii) on the date on which the Revolving Commitments terminateterminate and, if later, on the date upon which all Letters of Credit issued by such Issuing Bank have expired. Any such fees accruing after the date on which the Revolving Commitments terminate shall be payable promptly on written demand. Any other fees payable to the an Issuing Bank pursuant to this paragraph shall be payable within (10) ten Business Days after written demand therefor. All LC Participation Fees and Fronting Fees shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day).

LC Fees. The Borrower agrees to pay (i) to the Revolving Administrative Agent in Dollars for the account of each Revolving Lender (excluding other than any Defaulting Lender) a participation CONFIDENTIAL TREATMENT REQUESTED BY CINEDIGM CORP. OF CERTAIN PORTIONS OF THIS AGREEMENT IN ACCORDANCE WITH RULE 24B-2 UNDER THE SECURITIES EXCHANGE ACT OF 1934. fee (“LC Participation Fee”) with respect to its participations in Letters of Credit, which shall accrue from time to time at a rate equal to the percentage in clause (b)(ii) of the definition of “Applicable Margin” Margin for Eurodollar Rate Loans on the average daily amount of such Lender’s LC Exposure (excluding any portion thereof attributable to Reimbursement Obligationsunreimbursed LC Disbursements) during the period from and including the Original Initial Closing Date to but excluding and including the later of the date on which such Lender’s Revolving Loan Commitment terminates and the date on which such Lender ceases to have any LC Exposure, and (ii) to the each Issuing Bank in Dollars a fronting fee (“Fronting Fee”)fee, which shall accrue at 0.25a rate equal to 0.125% per annum (or such lower rate as agreed between the Borrower and the relevant Issuing Bank) on the average daily amount of the LC Exposure attributable to Letters of Credit issued by such Issuing Bank (excluding any portion thereof attributable to Reimbursement Obligationsunreimbursed LC Disbursements) during the period from and including the Original Initial Closing Date to but excluding and including the later of the date of termination of the Revolving Loan Commitments and the date on which there ceases to be any LC Exposure, as well as the such Issuing Bank’s reasonable customary standard fees with respect to the issuance, amendment amendment, renewal or extension of any Letter of Credit or processing of drawings thereunder. Accrued LC Participation Fees fees and Fronting Fees fronting fees shall be payable in arrears (i) on the last Business Day of each Fiscal Quarter of the Borrower of each year, commencing on the first such date to occur after the Original Initial Closing Date, and (ii) ; provided that all such fees shall be payable on the date on which the Revolving Loan Commitments terminate. Any terminate and any such fees accruing after the date on which the Revolving Loan Commitments terminate shall be payable promptly on written demand. Any other fees payable to the an Issuing Bank pursuant to this paragraph clause (b) shall be payable within (10) Business Days 10 days after written demand therefordemand. All LC Participation Fees participation fees and Fronting Fees fronting fees shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day).

LC Fees. The Borrower agrees to pay (i) to the Revolving Administrative Agent in Dollars for the account of each Revolving Lender (excluding other than any Defaulting Lender) a participation fee (“LC Participation Fee”) with respect to its participations in Letters of Credit, which shall accrue from time to time at a rate equal to the percentage in clause (b)(ii) of the definition of “Applicable Margin” Margin for Eurodollar Loans on the average daily amount of such Lender’s LC Exposure (excluding any portion thereof attributable to Reimbursement Obligationsunreimbursed LC Disbursements) during the period from and including the Original Closing Date to but excluding and including the later of the date on which such Lender’s Revolving Loan Commitment terminates and the date on which such Lender ceases to have any LC Exposure, and (ii) to the each Issuing Bank in Dollars a fronting fee (“Fronting Fee”)fee, which shall accrue at 0.25a rate equal to 0.125% per annum (or such lower rate as agreed between the Borrower and the relevant Issuing Bank) on the average daily amount of the LC Exposure attributable to Letters of Credit issued by such Issuing Bank (excluding any portion thereof attributable to Reimbursement Obligationsunreimbursed LC Disbursements) during the period from and including the Original Closing Date to but excluding and including the later CONFIDENTIAL TREATMENT REQUESTED BY CINEDIGM CORP. OF CERTAIN PROVISIONS OF THIS AGREEMENT IN ACCORDANCE WITH RULE 24B-2 UNDER THE SECURITIES EXCHANGE ACT OF 1934. of the date of termination of the Revolving Loan Commitments and the date on which there ceases to be any LC Exposure, as well as the such Issuing Bank’s reasonable customary standard fees with respect to the issuance, amendment amendment, renewal or extension of any Letter of Credit or processing of drawings thereunder. Accrued LC Participation Fees fees and Fronting Fees fronting fees shall be payable in arrears (i) on the last Business Day of each Fiscal Quarter of the Borrower of each year, commencing on the first such date to occur after the Original Closing Date, and (ii) ; provided that all such fees shall be payable on the date on which the Revolving Loan Commitments terminate. Any terminate and any such fees accruing after the date on which the Revolving Loan Commitments terminate shall be payable promptly on written demand. Any other fees payable to the an Issuing Bank pursuant to this paragraph clause (b) shall be payable within (10) Business Days 10 days after written demand therefordemand. All LC Participation Fees participation fees and Fronting Fees fronting fees shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day).

LC Fees. The Borrower agrees to pay (i) to the Revolving Administrative Agent for the account of each Revolving Lender (excluding any Defaulting Lender) a participation fee (“LC Participation Fee”) with respect to its participations in Letters of Credit, which shall accrue from time to time at a rate equal to the percentage Applicable Margin applicable to Eurodollar Loans under the Commitments then in clause (b)(ii) of the definition of “Applicable Margin” effect on the average actual daily amount of such Lender’s LC Exposure (excluding any portion thereof attributable to Reimbursement Obligations) during the period from and including the Original Closing Effective Date to but excluding the later of the date on which such Lender’s Revolving Commitment terminates and the date on which such Lender ceases to have any LC Exposure; provided that during any period during which default rate interest is applicable under Section 4.7(c), the percentage referred to in preceding clause (i) shall be the Applicable Margin applicable to Eurodollar Loans under the Commitments then in effect, plus 2% per annum, and (ii) to the each Issuing Bank a fronting fee (“Fronting Fee”)) with respect to each Letter of Credit issued by it for the period from the date of issuance of such Letter of Credit to the termination date of such Letter of Credit, which shall accrue at 0.25an amount to be agreed but in any event not to exceed 0.125% on the average Dollar Equivalent of the actual daily amount of the LC Exposure (excluding any portion thereof attributable to Reimbursement Obligations) during the period from and including the Original Closing Effective Date to but excluding the later of the date of termination of the Revolving Commitments and the date on which there ceases to be any LC Exposure, as well as the Issuing Bank’s reasonable and customary fees with respect to the issuance, amendment amendment, renewal or extension of any Letter of Credit or processing of drawings thereunder. Accrued LC Participation Fees and Fronting Fees shall be payable in arrears (i) on the last Business Day of each Fiscal Quarter of the Borrower calendar quarter of each year, commencing on the first such date to occur after the Original Closing Effective Date, and (ii) on the date on which the Revolving Commitments terminateterminate and, if later, on the date upon which all Letters of Credit issued by such Issuing Bank have expired. Any such fees accruing after the date on which the Revolving Commitments terminate shall be payable promptly on written demand. Any other fees payable to the an Issuing Bank pursuant to this paragraph shall be payable within (10) ten Business Days after written demand therefor. All LC Participation Fees and Fronting Fees shall be AMERICAS 94977503 computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day).

LC Fees. The Borrower agrees to pay (ia) to the Revolving Agent In consideration for the account Payee procuring the issuances of each Revolving Lender (excluding any Defaulting Lender) a participation fee (“LC Participation Fee”) with respect to its participations in the Letters of Credit, which the Payer shall pay the Payee a fee (the “LC Fee”) on the Payee Deposit. The LC Fee shall be payable in Dollars on the applicable Fee Payment Date and shall accrue from time to time at a rate equal to the percentage in clause (b)(ii) of the definition of “Applicable Margin” on the average daily amount of such Lender’s LC Exposure (excluding any portion thereof attributable to Reimbursement Obligations) during the period Payee Deposit from and including the Original date of this Agreement to, but excluding, the LC Release Date. On the HN\1118344.20 Closing Date to but excluding Date, the later of Payer shall designate whether the date on which such Lender’s Revolving Commitment terminates and the date on which such Lender ceases to have any LC Exposure, and (ii) to the Issuing Bank a fronting fee (“Fronting Fee”), which Fee shall accrue at 0.25% on the average daily amount Adjusted LIBO Rate plus the Applicable Rate or the Alternate Base Rate plus the Applicable Rate; provided that, for purposes of calculating the LC Exposure (excluding any portion thereof attributable Fee, the Payer may, at its option, elect to Reimbursement Obligations) during allocate the period from Payee Deposit to one or more tranches and including elect to have the Original Closing Date to but excluding the later of the date of termination of the Revolving Commitments and the date on which there ceases to be any LC Exposure, as well as the Issuing Bank’s reasonable customary fees with respect Fee computed for each tranche by reference to the issuanceAdjusted LIBO Rate (each such tranche calculated by reference to the Adjusted LIBO Rate, amendment a “Eurodollar Tranche”) or extension of any Letter of Credit or processing of drawings thereunderthe Alternate Base Rate (each such Trance calculated by reference to the Alternate Base Rate, an “ABR Tranche” and together with the Eurodollar Tranche, the “Tranches” and each, a “Tranche”). Accrued The LC Participation Fees and Fronting Fees Fee on each Eurodollar Tranche shall be payable in arrears a Dollar amount equal to a rate per annum (i) on the last Business Day of each Fiscal Quarter of the Borrower of each year, commencing on the first such date to occur after the Original Closing Date, and (ii) on the date on which the Revolving Commitments terminate. Any such fees accruing after the date on which the Revolving Commitments terminate shall be payable promptly on written demand. Any other fees payable to the Issuing Bank pursuant to this paragraph shall be payable within (10) Business Days after written demand therefor. All LC Participation Fees and Fronting Fees shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed over a year of 360 days), for the applicable Fee Period in respect of such Eurodollar Tranche, equal to the Adjusted LIBO Rate plus the Applicable Rate on the Dollar equivalent of the average Payee Deposits comprising such Eurodollar Tranche (including calculated by reference to the first day but excluding Fixed Exchange Rate). The LC Fee on each ABR Tranche shall be a Dollar amount equal to a rate per annum (computed on the last daybasis of the actual number of days elapsed over a year of 365 or 366 days, as the case may be), for the applicable Fee Period in respect of such ABR Tranche, equal to the Alternate Base Rate plus the Applicable Rate on the Dollar equivalent of the average Payee Deposit comprising such ABR Tranche (calculated by reference to the Fixed Exchange Rate). In order to allocate the Payee Deposit to one or more Tranches on the Closing Date for purposes of calculating the LC Fee, the Payer shall notify the Payee of such Allocation Request on or prior to the Closing Date by telephone. Such telephonic Allocation Request shall be irrevocable, and shall be confirmed promptly by hand delivery or fax to the Payee of a written Allocation Request and shall specify the following information: (i) whether such Allocation is to be a Eurodollar Tranche or an ABR Tranche (provided that, until the Payee shall have notified the Payer that the primary syndication of the Term B Commitments has been completed (which notice shall be given as promptly as practicable and, in any event, within 30 days after the Closing Date), the Payer shall not be permitted to request a Eurodollar Tranche with a Fee Period in excess of one month); (ii) the amount of the Payee Deposit that shall be Allocated to the applicable Tranche; and (iii) if such Allocation is to be a Eurodollar Tranche, the Fee Period with respect thereto.

LC Fees. The Borrower agrees to pay (i) to the Revolving Administrative Agent for the account of each Revolving Lender (excluding any Defaulting Lender) a participation fee (“LC Participation Fee”) with respect to its participations in Letters of Credit, which shall accrue from time to time at a rate equal to the percentage Applicable Margin applicable to Tranche Rate Loans under the Commitments then in clause (b)(ii) of the definition of “Applicable Margin” effect on the average actual daily amount of such Lender’s LC Exposure (excluding any portion thereof attributable to Reimbursement Obligations) during the period from and including the Original Closing Effective Date to but excluding the later of the date on which such Lender’s Revolving Commitment terminates and the date on which such Lender ceases to have any LC Exposure; provided that during any period during which default rate interest is applicable under Section 4.7(c), the percentage referred to in preceding clause (i) shall be the Applicable Margin applicable to Tranche Rate Loans under the Commitments then in effect, plus 2% per annum, and (ii) to the each Issuing Bank a fronting fee (“Fronting Fee”)) with respect to each Letter of Credit issued by it for the period from the date of issuance of such Letter of Credit to the termination date of such Letter of Credit, which shall accrue at 0.25an amount to be agreed but in any event not to exceed 0.125% on the average Dollar Equivalent of the actual daily amount of the LC Exposure (excluding any portion thereof attributable to Reimbursement Obligations) during the period from and including the Original Closing Effective Date to but excluding the later of the date of termination of the Revolving Commitments and the date on which there ceases to be any LC Exposure, as well as the Issuing Bank’s reasonable and customary fees with respect to the issuance, amendment amendment, renewal or extension of any Letter of Credit or processing of drawings thereunder. Accrued LC Participation Fees and Fronting Fees shall be payable in arrears (i) on the last Business Day of each Fiscal Quarter of the Borrower calendar quarter of each year, commencing on the first such date to occur after the Original Closing Effective Date, and (ii) on the date on which the Revolving Commitments terminateterminate and, if later, on the date upon which all Letters of Credit issued by such Issuing Bank have expired. Any such fees accruing after the date on which the Revolving Commitments terminate shall be payable promptly on written demand. Any other fees payable to the an Issuing Bank pursuant to this paragraph shall be payable within (10) ten Business Days after written demand therefor. All LC Participation Fees and Fronting Fees shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day).

LC Fees. The Borrower agrees to pay (i) to the Revolving Agent for the account of each Revolving Lender (excluding any Defaulting Lender) a participation fee (“LC Participation Fee”) with respect to its participations in Letters of Credit, which shall accrue from time to time at a rate equal to the percentage in clause (b)(ii) of the definition of “Applicable Margin” on the average daily amount of such Lender’s LC Exposure (excluding any portion thereof attributable to Reimbursement Obligations) during the period from and including the Original Closing Date to but excluding the later of the date on which such Lender’s Revolving Commitment terminates and the date on which such Lender ceases to have any LC Exposure, and (ii) to the Issuing Bank a fronting fee (“Fronting Fee”), which shall accrue at 0.25% on the average daily amount of the LC Exposure (excluding any portion thereof attributable to Reimbursement Obligations) during the period from and including the Original Closing Date to but excluding the later of the date of termination of the Revolving Commitments and the date on which there ceases to be any LC Exposure, as well as the Issuing Bank’s reasonable customary fees with respect to the issuance, amendment or extension of any Letter of Credit or processing of drawings thereunder. Accrued LC Participation Fees and Fronting Fees shall be payable in arrears (i) on the last Business Day of each Fiscal Quarter of the Borrower of each year, commencing on the first such date to occur after the Original Closing Date, and (ii) on the date on which the Revolving Commitments terminate. Any such fees accruing after the date on which the Revolving Commitments terminate shall be payable promptly on written demand. Any other fees payable to the Issuing Bank pursuant to this paragraph shall be payable within (10) Business Days after written demand therefor. All LC Participation Fees and Fronting Fees shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day).

LC Fees. The Borrower agrees to pay (i) to the Revolving Administrative Agent in Dollars for the account of each Revolving Lender (excluding other than any Defaulting Lender) a participation fee (“LC Participation Fee”) with respect to its participations in Letters of Credit, which shall accrue from time to time at a rate equal to the percentage in clause (b)(ii) of the definition of “Applicable Margin” Margin for Eurodollar Rate Loans on the average daily amount of such Lender’s LC Exposure (excluding any portion thereof attributable to Reimbursement Obligationsunreimbursed LC Disbursements) during the period from and including the Original Initial Closing Date to but excluding and including the later of the date on which such Lender’s Revolving Loan Commitment terminates and the date on which such Lender ceases to have any LC Exposure, and (ii) to the each Issuing Bank in Dollars a fronting fee (“Fronting Fee”)fee, which shall accrue at 0.25a rate equal to 0.125% per annum (or such lower rate as agreed between the Borrower and the relevant Issuing Bank) on the average daily amount of the LC Exposure attributable to Letters of Credit issued by such Issuing Bank (excluding any portion thereof attributable to Reimbursement Obligationsunreimbursed LC Disbursements) during the period from and including the Original Initial Closing Date to but excluding and including the later of the date of termination of the Revolving Loan Commitments and the date on which there ceases to be any LC Exposure, as well as the such Issuing Bank’s reasonable customary standard fees with respect to the issuance, amendment amendment, renewal or extension of any Letter of Credit or processing of drawings thereunder. Accrued LC Participation Fees fees and Fronting Fees fronting fees shall be payable in arrears (i) on the last Business Day of each Fiscal Quarter of the Borrower of each year, commencing on the first such date to occur after the Original Initial Closing Date, and (ii) ; provided that all such fees shall be payable on the date on which the Revolving Loan Commitments terminate. Any terminate and any such fees accruing after the date on which the Revolving Loan Commitments terminate shall be payable promptly on written demand. Any other fees payable to the an Issuing Bank pursuant to this paragraph clause (b) shall be payable within (10) Business Days 10 days after written demand therefordemand. All LC Participation Fees participation fees and Fronting Fees fronting fees shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day).