Common use of Letter of Credit Fees Clause in Contracts

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

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

Letter of Credit Fees. The Borrower shall pay to the Administrative Agent a fee (the “Letter of Credit Fee”) for each day at a rate per annum equal to the Applicable Percentage for the Letter of Credit Fee for such day. The Letter of Credit Fee shall accrue from and including the Effective Date to but excluding the last day of the Availability Period on the aggregate amount available for drawing under any Letters of Credit outstanding on such day and shall be payable for the account of the Revolving Credit Lenders for ratably in proportion to their participations in such Letter(s) of Credit. In addition, the applicable Revolving Credit Facility Borrower shall pay to each Issuing Lender a fee (the “Fronting Fee”) in accordance with their Pro Rata Share or other applicable share provided for under this Agreement) a Letter respect of Credit fee in Dollars for each Letter of Credit issued pursuant to this Agreement equal to by such Issuing Lender computed at the Applicable Rate rate of 0.20% per annum on the average amount available for Revolving Credit Loans times the Dollar Equivalent of the daily maximum amount then available to be drawn drawing under such Letter of Credit (whether or not such maximum amount is then in effect under such Letter of Credit if such maximum amount increases periodically pursuant to the terms of such Letter Letter(s) of Credit); provided, however, any Letter of Credit fees otherwise payable for the account of a Defaulting Lender with respect to any Letter of Credit as to which such Defaulting Lender has not provided Cash Collateral satisfactory to the L/C Issuer pursuant to this Section 2.03 shall be payable, to the maximum extent permitted by applicable Law, to the other Lenders in accordance with the upward adjustments in their respective Pro Rata Shares allocable to such Letter of Credit pursuant to Section 2.17(a)(iv), with the balance of such fee, if any, payable to the L/C Issuer for its own account. Such Letter of Credit fees shall be computed on a quarterly basis in arrears. Such Letter of Credit fees Fronting Fees shall be due and payable quarterly in Dollars arrears on each Quarterly Date and on the last Business Day Termination Date (or such earlier date as all Letters of Credit shall be canceled or expire). In addition, the Borrower agrees to pay to each MarchIssuing Lender, Juneupon each issuance of, September and Decemberpayment under, commencing with the first such date to occur after the issuance of such and/or amendment of, a Letter of Credit, on such amount as shall at the Letter time of Credit Expiration Date such issuance, payment or amendment be the administrative charges and thereafter on demand. If there expenses which such Issuing Lender is any change in any Applicable Rate customarily charging for Revolving Credit Loans during any quarterissuances of, the daily maximum amount payments under, or amendments to letters of each Letter of Credit shall be computed and multiplied credit issued by such Applicable Rate separately for each period during such quarter that such Applicable Rate was in effectit.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

Letter of Credit Fees. The Borrower shall pay to the Administrative Agent for the account of the Revolving Credit Lenders for the applicable Revolving Credit Facility (each Lender in accordance with their Pro Rata Share or other applicable share provided for under this Agreement) a its Commitment Percentage an annual Letter of Credit fee in Dollars for each (the “Letter of Credit issued pursuant to this Agreement Fee”) for each standby Letter of Credit equal to the Applicable Margin for LIBO Rate for Revolving Credit Loans Advances times the Dollar Equivalent of the daily maximum stated amount then available to be drawn under such Letter of Credit (whether or not such maximum amount is then in effect under such Letter of Credit if such maximum amount increases periodically pursuant to the terms of such Letter of Credit); provided, however, provided that any Letter of Credit fees Fee otherwise payable for the account of a Defaulting Lender with respect to any Letter of Credit as to which such Defaulting Lender has not provided Cash Collateral or entered in to other arrangements satisfactory to the L/C Issuer pursuant to this Section 2.03 Agreement shall be payable, to the maximum extent permitted by applicable Law, to the other Lenders in accordance with the upward adjustments in their respective Pro Rata Shares Commitment Percentages allocable to such Letter of Credit pursuant to Section 2.17(a)(iv2.9.1(d), with the balance of such feefee (other than the fees attributable to L/C Obligations for which Borrower has provided Cash Collateral), if any, payable to the L/C Issuer for its own account. Such For purposes of computing the daily amount available to be drawn under any Letter of Credit, the amount of such Letter of Credit fees shall be determined in accordance with Section 2.7.13. Letter of Credit Fees shall be (i) computed on a quarterly basis in arrears. Such Letter of Credit fees shall be arrears and (ii) due and payable in Dollars on the last first Business Day after the end of each March, June, September and December, commencing with the first such date to occur after the issuance of such Letter of Credit, Credit and on the Letter of Credit Expiration Date Date. The first and thereafter on demandlast payments of such Letter of Credit fee are to be prorated based upon the partial calendar quarters to which they apply. If there is any change in any the Applicable Margin for LIBO Rate for Revolving Credit Loans Advances during any quarter, the daily maximum amount of available to be drawn under each standby Letter of Credit shall be computed and multiplied by such the Applicable Margin for LIBO Rate Advances separately for each period during such quarter that such Applicable Rate was in effect. Notwithstanding anything to the contrary contained herein, upon the request of the Required Lenders, while any Event of Default exists, all Letter of Credit Fees shall accrue at the Default Rate.

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

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

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

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

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

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

Letter of Credit Fees. The Borrower shall pay to the Administrative Agent for the account of the Revolving Credit Lenders for the applicable Revolving Credit Facility (in accordance with their Pro Rata Share or other applicable share provided for under this Agreement) a Letter of Credit fee in Dollars for each Letter of Credit issued pursuant to this Agreement equal to the Applicable Rate for Revolving Credit Loans times the Dollar Equivalent of the daily maximum amount then available to be drawn under such Letter of Credit (whether or not such maximum amount is then in effect under such Letter of Credit if such maximum amount increases periodically pursuant to the terms of such Letter of Credit); provided, however, any Letter of Credit fees otherwise payable for the account of a Defaulting Lender with respect to any Letter of Credit as to which such Defaulting Lender has not provided Cash Collateral satisfactory to the L/C Issuer pursuant to this Section 2.03 shall be payable, to the maximum extent permitted by applicable Law, to the other Lenders in accordance with the upward adjustments in their respective Pro Rata Shares allocable to such Letter of Credit pursuant to Section 2.17(a)(iv), with the balance of such fee, if any, payable to the L/C Issuer for its own account. Such Letter of Credit fees shall be computed on a quarterly basis in arrears. Such Letter of Credit fees shall be (i) due and payable in Dollars on the last Business Day of each of March, June, September and December, commencing with the first such date to occur after the issuance of such Letter of Credit, on the Letter of Credit Expiration Date and thereafter on demanddemand and (ii) computed on a quarterly basis in arrears. If there is any change in any the Applicable Rate for Revolving Credit Loans during any quarter, the daily maximum amount of available to be drawn under each Letter of Credit shall be computed and multiplied by such the Applicable Rate separately for each period during such quarter that such Applicable Rate was in effect.. Notwithstanding anything to the contrary contained herein, upon the request of the Required Revolving Lenders, while any Event of Default under Section 8.01(a) or (f) exists, all Letter of Credit Fees shall accrue at the Default Rate. (i) Fronting Fee and Documentary and Processing Charges Payable to L/C Issuer. The Borrower shall pay directly to the L/C Issuer for its own account, in Dollars, a fronting fee (i) with respect to each standby and commercial Letter of Credit, at the rate specified in the Fee Letter, computed on the Dollar Equivalent of the amount of such Letter of Credit, and payable upon the issuance thereof, and (ii) with respect to any amendment of a commercial Letter of Credit increasing the amount of such Letter of Credit, at a rate separately agreed between the Borrower and the L/C Issuer, computed on the Dollar Equivalent of the amount of such increase, and payable upon the effectiveness of such amendment. For purposes of computing the daily amount available to be drawn under any Letter of Credit, the amount of such Letter of Credit shall be determined in accordance with Section 1.09. In addition, the Borrower shall pay directly to the L/C Issuer for its own account the customary issuance, presentation, amendment and other processing fees, and other standard costs and charges, of the L/C Issuer relating to letters of credit as from time to time in effect. Such customary fees and standard costs and charges are due and payable on demand and are nonrefundable. (j)

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

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

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

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

Letter of Credit Fees. The Borrower shall pay to the Administrative Agent for the account of the Revolving Credit Lenders for the applicable Revolving Credit Facility (in accordance with their Pro Rata Share or other applicable share provided for under this AgreementAgreement of the Non-Extended Revolving Credit Facility or Extended Revolving Credit Facility, as applicable) a Letter of Credit fee in Dollars for each Letter of Credit issued pursuant to this Agreement equal to the Applicable Rate for Revolving Credit Loans times the Dollar Equivalent of the daily maximum amount then available to be drawn under such Letter of Credit (whether or not such maximum amount is then in effect under such Letter of Credit if such maximum amount increases periodically pursuant to the terms of such Letter of Credit); provided, however, any Letter of Credit fees otherwise payable for the account of a Defaulting Lender with respect to any Letter of Credit as to which such Defaulting Lender has not provided Cash Collateral satisfactory to the L/C Issuer pursuant to this Section ‎Section 2.03 shall be payable, to the maximum extent permitted by applicable Law, to the other Lenders in accordance with the upward adjustments in their respective Pro Rata Shares allocable to such Letter of Credit pursuant to Section ‎Section 2.17(a)(iv), with the balance of such fee, if any, payable to the L/C Issuer for its own account. Such Letter of Credit fees shall be computed on a quarterly basis in arrears. Such Letter of Credit fees shall be due and payable in Dollars on the last Business Day of each March, June, September and December, commencing with the first such date to occur after the issuance of such Letter of Credit, on the Letter of Credit Expiration Date and thereafter on demand. If there is any change in any Applicable Rate for Revolving Credit Loans during any quarter, the daily maximum amount of each Letter of Credit shall be computed and multiplied by such Applicable Rate separately for each period during such quarter that such Applicable Rate was in effect.. 110

Letter of Credit Fees. The Borrower shall agrees to pay to the Administrative Agent for the account of the each Revolving Credit Lenders for the applicable Revolving Credit Facility (in accordance Lender a letter of credit fee with their Pro Rata Share or other applicable share provided for under this Agreement) a Letter of Credit fee in Dollars for respect to each Letter of Credit issued pursuant to this Agreement by the Issuing Bank at a rate per annum equal to the Applicable Rate Margin for Revolving Credit SOFR Loans times the Dollar Equivalent daily average Stated Amount of each Letter of Credit for the daily maximum amount then available to be drawn under period from and including the date of issuance of such Letter of Credit (whether or not such maximum amount is then in effect under i) to and including the date such Letter of Credit if expires or is cancelled or terminated or (ii) to but excluding the date such maximum amount increases periodically pursuant Letter of Credit is drawn in full. In addition to such fees, the Borrower shall pay to the terms Administrative Agent solely for Issuing Bank’s own account, a fronting fee in respect of each Letter of Credit equal to one-eighth of one percent (0.125%) per annum on the face amount of such Letter of Credit. The fees provided for in this subsection shall be nonrefundable and payable, in arrears (i) quarterly on the first (1st) day of January, April, July and October, (ii) on the Maturity Date, (iii) on the date the Revolving Commitments are terminated (including, without limitation, any partial termination of the Revolving Commitments pursuant to Section 2.14(d); provided) or reduced to zero and (iv) thereafter from time to time on demand of the Administrative Agent. The Borrower shall pay directly to the Issuing Bank from time to time on demand all commissions, howevercharges, costs and expenses in the amounts customarily charged or incurred by the Issuing Bank from time to time in like circumstances with respect to the issuance, amendment, renewal or extension of any Letter of Credit fees otherwise payable for the account of a Defaulting Lender with respect to or any Letter of Credit as to which such Defaulting Lender has not provided Cash Collateral satisfactory to the L/C Issuer pursuant to this Section 2.03 shall be payable, to the maximum extent permitted by applicable Law, to the other Lenders in accordance with the upward adjustments in their respective Pro Rata Shares allocable to such Letter of Credit pursuant to Section 2.17(a)(iv), with the balance of such fee, if any, payable to the L/C Issuer for its own account. Such Letter of Credit fees shall be computed on a quarterly basis in arrears. Such Letter of Credit fees shall be due and payable in Dollars on the last Business Day of each March, June, September and December, commencing with the first such date to occur after the issuance of such Letter of Credit, on the Letter of Credit Expiration Date and thereafter on demand. If there is any change in any Applicable Rate for Revolving Credit Loans during any quarter, the daily maximum amount of each Letter of Credit shall be computed and multiplied by such Applicable Rate separately for each period during such quarter that such Applicable Rate was in effecttransaction relating thereto.

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

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

Letter of Credit Fees. The In consideration of the Letters of Credit, the Borrower shall pay the following fees: (i) the Borrower shall pay to the Administrative Agent for the account ratable benefit of the Revolving Credit Lenders for the applicable Revolving Credit Facility (in accordance a per annum fee with their Pro Rata Share or other applicable share provided for under this Agreement) a Letter of Credit fee in Dollars for respect to each Letter of Credit issued pursuant to this Agreement in an amount equal to that sum obtained by multiplying the Applicable Rate for Revolving Credit Loans times the Dollar Equivalent of the daily maximum amount then available to be drawn under such Letter of Credit (whether or not such maximum amount is then in effect under such Letter of Credit if such maximum amount increases periodically pursuant to the terms of such Letter of Credit); provided, however, any Letter of Credit fees otherwise payable for the account of a Defaulting Lender with respect to any Letter of Credit as to which such Defaulting Lender has not provided Cash Collateral satisfactory to the L/C Issuer pursuant to this Section 2.03 shall be payable, to the maximum extent permitted by applicable Law, to the other Lenders in accordance with the upward adjustments in their respective Pro Rata Shares allocable to such Letter of Credit pursuant to Section 2.17(a)(iv), with the balance of such fee, if any, payable to the L/C Issuer for its own account. Such Letter of Credit fees shall be computed on a quarterly basis in arrears. Such Letter of Credit fees shall be due and payable in Dollars on the last Business Day of each March, June, September and December, commencing with the first such date to occur after the issuance of such Letter of Credit, on the Letter of Credit Expiration Date and thereafter on demand. If there is any change in any Applicable Rate for Revolving Credit Loans during any quarter, the daily maximum face amount of each Letter of Credit by the Applicable Rate for LC Issuance Fees in effect on the date of the issuance or renewal of the Letter of Credit (“LC Issuance Fee”), provided, however, during any continuing Event of Default, the LC Issuance Fee shall be computed increased to a rate per annum which is two percent (2%) plus the Applicable Rate for LC Issuance Fees otherwise in effect, which LC Issuance Fees shall be payable quarterly in advance on the date of issuance and thereafter on the first day of each calendar quarter; (ii) the Borrower shall pay directly to the Issuing Lender for its own account a fronting fee equal to 0.125% multiplied by such Applicable Rate separately the face amount of each Letter of Credit issued by the Issuing Lender (“LC Fronting Fee”), which LC Fronting Fee shall be payable quarterly in advance on the date of issuance and thereafter on the first day of each calendar quarter; (iii) the Borrower shall pay directly to the Issuing Lender for each period during such quarter that such Applicable Rate was its own account the customary issuance, presentation, amendment and other processing fees, and other standard costs and charges, of the Issuing Lender relating to letters of credit as from time to time in effect, and such customary fees and standard costs and charges shall be due and payable on demand and are nonrefundable.

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

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

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

Letter of Credit Fees. The Each Borrower shall agrees to pay to the Administrative Agent Agent, for the pro rata account of the Revolving Credit Lenders for the applicable Revolving Credit Facility (in accordance with their Pro Rata Share or other applicable share provided for under this Agreement) respective Percentages, a Letter of Credit fee in Dollars for each Letter of Credit issued pursuant to this Agreement equal to (the Applicable Rate “Letter of Credit Fee”) for Revolving Credit Loans times the Dollar Equivalent period from the date of the daily maximum amount then available to be drawn under issuance of such Letter of Credit (whether or not for the account such maximum amount is then in effect under Borrower to the date upon which such Letter of Credit if expires or is otherwise terminated, of (a) in the case of each Commercial Letter of Credit issued for the account of such maximum amount increases periodically pursuant to Borrower, 0.75% per annum times the terms Stated Amount of such Letter of Credit); provided, howeverand (b) in the case of each Standby Letter of Credit issued for the account of such Borrower, the LC Fee Rate per annum in effect from time to time times the Stated Amount of such Letter of Credit. Such fee shall be payable by the Borrowers in arrears on each Payment Date and on the Termination Date (and thereafter on demand) for the period then ending for which such fee shall not theretofore have been paid. Notwithstanding the foregoing or any other provision of this Agreement, any Letter of Credit fees Fees otherwise payable for the account of a Defaulting Lender with respect to any Letter of Credit as to which such Defaulting Lender has not provided Cash Collateral satisfactory to the L/C applicable Issuer pursuant to this Section 2.03 5.8 shall be payable, to the maximum extent permitted by applicable Lawlaw, to the other Lenders in accordance with the upward adjustments in their respective Pro Rata Shares Percentages allocable to such Letter of Credit pursuant to Section 2.17(a)(iv2.7(a)(iv), with the balance of such fee, if any, payable to the L/C such Issuer for its own account. Such Letter of Credit fees shall be computed on a quarterly basis in arrears. Such Letter of Credit fees shall be due and payable in Dollars on the last Business Day of each March, June, September and December, commencing with the first such date to occur after the issuance of such Letter of Credit, on the Letter of Credit Expiration Date and thereafter on demand. If there is any change in any Applicable Rate for Revolving Credit Loans during any quarter, the daily maximum amount of each Letter of Credit shall be computed and multiplied by such Applicable Rate separately for each period during such quarter that such Applicable Rate was in effect.4.5

Letter of Credit Fees. (i) The Borrower shall pay to the Administrative Agent for the account of the Revolving Credit Lenders for the applicable Revolving Credit Facility (each Lender in accordance with their Pro Rata its Ratable Share or other applicable share provided for under this Agreement) a Letter of Credit fee in Dollars for each (the “Letter of Credit Fee”) for (A) the average daily aggregate Available Amount of all Secured Letters of Credit issued pursuant and outstanding from time to this Agreement time at a rate per annum equal to 0.50% and (B) the average daily aggregate Available Amount of all other Letters of Credit issued and outstanding from time to time at a rate per annum equal to the Applicable Margin for Eurodollar Rate for Revolving Credit Loans times the Dollar Equivalent of the daily maximum amount then available to be drawn under such Letter of Credit (whether or not such maximum amount is then Advances in effect under such Letter of Credit if such maximum amount increases periodically pursuant from time to the terms of such Letter of Credit)time; provided, howeverprovided that, any Letter of Credit fees Fees otherwise payable for the account of a Defaulting Lender with respect to any Letter of Credit (other than a Secured Letter of Credit) as to which such Defaulting Lender has not provided Cash Collateral satisfactory to the L/C Issuer applicable Issuing Bank pursuant to this Section 2.03 2.04 shall be payable, to the maximum extent permitted by applicable Lawlaw, to the other Lenders in accordance with the upward adjustments in their respective Pro Rata Ratable Shares allocable to such Letter of Credit pursuant to Section 2.17(a)(iv2.22(a)(iv), and to such Issuing Bank for its own account to the extent of such Issuing Bank’s Fronting Exposure with the balance of such fee, if any, payable to fee being retained by the L/C Issuer for its own accountBorrower. Such Letter of Credit fees Fees shall be computed on a quarterly basis in arrears. Such Letter of Credit fees shall be (A) due and payable in Dollars to each Lender on the last first Business Day after the end of each March, June, September and December, commencing with the first such date to occur after the issuance Issuance of such Letter of Credit, on the Termination Date of such Lender and thereafter on the date that any Letter of Credit Expiration expiring after the Termination Date of such Lender ceases to be outstanding and thereafter (B) computed on demanda quarterly basis in arrears. If In calculating the Letter of Credit Fee, if there is any change in any the Applicable Rate for Revolving Credit Loans Margin during any quarter, the daily maximum amount of Available Amount under each Letter of Credit shall be computed and multiplied by such the Applicable Rate Margin separately for each period during such quarter that such Applicable Rate Margin was in effect.

Letter of Credit Fees. (a) The Borrower Company shall pay to the Administrative Agent for the account of each of the Revolving Credit Lenders for a letter of credit fee with respect to the applicable Revolving Credit Facility (in accordance with their Pro Rata Share or other applicable share provided for under this Agreement) a Letter Letters of Credit fee in Dollars for each Letter of Credit issued pursuant to this Agreement equal to the Applicable Letter of Credit Fee Rate for Revolving Credit Loans times the Dollar Equivalent of the average daily maximum amount then available to be drawn under such Letter of the outstanding Letters of Credit (whether or not such maximum amount is then at any time during the remaining term thereof, computed on a quarterly basis in effect under such Letter arrears on the last Business Day of each calendar quarter based upon Letters of Credit if such maximum amount increases periodically pursuant to outstanding for that quarter as calculated by the terms Agent; provided that any letter of such Letter of Credit); provided, however, any Letter of Credit credit fees otherwise payable for the account of a Defaulting Lender with respect to any Letter of Credit as to which such Defaulting Lender has not provided Cash Collateral satisfactory to the L/C Issuer pursuant to this Section 2.03 Article III shall be payable, to the maximum extent permitted by applicable Lawlaw, to the other Revolving Lenders in accordance with the upward adjustments in their respective Pro Rata Shares Revolving Percentage allocable to such Letter of Credit pursuant to Section 2.17(a)(iv3.12(a)(iv), with the balance of such fee, if any, payable to the L/C Issuer for its own account. Such ; and provided, further, that upon the request of the Required Lenders while any Event of Default exists, such letter of credit fees shall be increased by adding 2% per annum to the Applicable Letter of Credit fees shall be computed on a quarterly basis Fee Rate then in arrearseffect for such Letters of Credit. Such Letter letter of Credit credit fees shall be due and payable quarterly in Dollars arrears on the last Business Day of each March, June, September and Decembercalendar quarter during which Letters of Credit are outstanding, commencing with on the first such quarterly date to occur after the issuance of Effective Date, through the Revolving Maturity Date (or such Letter of Credit, on later date upon which the Letter of Credit Expiration Date and thereafter on demand. If there is any change in any Applicable Rate for Revolving Credit Loans during any quarter, the daily maximum amount of each Letter outstanding Letters of Credit shall expire), with the final payment to be computed and multiplied by made on the Revolving Maturity Date (or such Applicable Rate separately for each period during such quarter that such Applicable Rate was in effectlater expiration date).

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

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

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

Letter of Credit Fees. The US Borrower and the European Borrower, as applicable, shall pay to the Administrative Agent for the account of the each Revolving Credit Lenders for the applicable Lender under a Revolving Credit Facility (in accordance with their Pro Rata Share or other applicable share provided for under this Agreement) its Applicable Percentage a Letter of Credit fee in Dollars (the “Letter of Credit Fee”) for each Letter of Credit issued pursuant to this Agreement under such Revolving Credit Facility equal to the Applicable Rate for Eurocurrency Rate Loans in respect of the Revolving Credit Loans Facilities times the Dollar Equivalent of the daily maximum amount then available to be drawn or that may be requested to be paid or disbursed, as applicable, under such Letter of Credit (whether or not such maximum amount is then in effect under such Letter of Credit if such maximum amount increases periodically pursuant to the terms of such Letter of Credit); provided, however, any Letter of Credit fees Fees otherwise payable for the account of a Defaulting Lender under a Revolving Credit Facility with respect to any Letter of Credit issued under such Revolving Credit Facility as to which such Defaulting Lender has not provided Cash Collateral satisfactory to the L/C Issuer pursuant to this Section 2.03 shall be payable, to the maximum extent permitted by applicable Law, to the other Lenders under such Revolving Credit Facility in accordance with the upward adjustments in their respective Pro Rata Shares Applicable Percentages allocable to such Letter of Credit pursuant to Section 2.17(a)(iv2.16(a)(iv) and (v), with the balance of such feefees, if any, payable to the L/C Issuer for its own account. Such Letter For purposes of Credit fees shall computing the daily amount available to be computed on a quarterly basis in arrears. Such Letter of Credit fees shall drawn or that may be due and payable in Dollars on the last Business Day of each Marchrequested to be paid or disbursed, Juneas applicable, September and December, commencing with the first such date to occur after the issuance of such under any Letter of Credit, on the Letter of Credit Expiration Date and thereafter on demand. If there is any change in any Applicable Rate for Revolving Credit Loans during any quarter, the daily maximum amount of each such Letter of Credit shall be computed and multiplied by such Applicable Rate separately for each period during such quarter that such Applicable Rate was determined in effectaccordance with Section 1.07.

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

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

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

Letter of Credit Fees. The Borrower shall pay to the Administrative Agent for the account of the Revolving Credit Lenders for the applicable Revolving Credit Facility (in accordance with their Pro Rata Share or other applicable share provided for under this Agreement) a Letter of Credit fee in Dollars for each Letter of Credit issued pursuant to this Agreement equal to the Applicable Rate for Revolving Credit Loans times the Dollar Equivalent of the daily maximum amount then available to be drawn under such Letter of Credit (whether or not such maximum amount is then in effect under such Letter of Credit if such maximum amount increases periodically pursuant to the terms of such Letter of Credit); providedCommencing September 30, however2014, any Letter of Credit fees otherwise payable for the account of a Defaulting Lender with respect to any Letter of Credit as to which such Defaulting Lender has not provided Cash Collateral satisfactory to the L/C Issuer pursuant to this Section 2.03 shall be payable, to the maximum extent permitted by applicable Law, to the other Lenders in accordance with the upward adjustments in their respective Pro Rata Shares allocable to such Letter of Credit pursuant to Section 2.17(a)(iv), with the balance of such fee, if any, payable to the L/C Issuer for its own account. Such Letter of Credit fees shall be computed on a quarterly basis in arrears. Such Letter of Credit fees shall be due and payable in Dollars thereafter on the last Business Day day of each March, June, September and December, commencing the Borrowers shall pay to the Administrative Agent quarterly in arrears, for the period until the next Letter of Credit fee payment date, for the ratable account of the Lenders, a non-refundable fee payable in Dollars equal to the Applicable Letter of Credit Fee Rate multiplied by the outstanding face amount or increased amount of such Letter of Credit during such period calculated on the basis of a 360 day year and actual days elapsed and based on the then scheduled expiration date of the Letter of Credit; provided, however, that with respect to any Facility Performance Letter of Credit having a tenor of one year or less (and, to the first extent that the applicable Issuing Bank agrees, any Facility Performance Letter of Credit with a longer tenor), the applicable fee shall be payable at a rate equal to 70% of such date Applicable Letter of Credit Fee Rate. For any Letter of Credit issued in any Specified Currency, the fees shall be converted into Dollars using the applicable Exchange Rate in effect five (5) Business Days before any fee with respect thereto shall be due and payable hereunder. In addition, the Borrowers shall pay to occur after each Issuing Bank solely for such Issuing Bank’s account, in connection with each Letter of Credit issued by such Issuing Bank, (i) a fronting fee with respect to such Letter of Credit at the issuance rate of 0.125% per annum on the average daily amount available to be drawn under such Letter of Credit, on the such fronting fee to be payable quarterly in arrears, and (ii) such Issuing Bank’s customary issuance and administrative fees and expenses for such Letter of Credit Expiration Date and thereafter on demand. If there is plus any change in confirmation and/or issuing charges by correspondent banks (including affiliates of the Issuing Banks) with respect to the issuance of any Applicable Rate for Revolving Credit Loans during any quarter, the daily maximum amount of each Letter of Credit shall be computed and multiplied by such Applicable Rate separately for each period during such quarter that such Applicable Rate was denominated in effecta Specified Currency.

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

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

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

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

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

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

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

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

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

Letter of Credit Fees. The Borrower shall agrees to pay in Dollars (i) to the Administrative Agent Agent, for the account of each Revolving Lender, a letter of credit fee with respect to its participation in each Letter of Credit, which shall accrue at the Revolving Credit Lenders for the applicable Revolving Credit Facility Applicable Percentage (on an annualized basis but determined daily in accordance with their Pro Rata Share or other applicable share provided for under this AgreementSchedule I) a Letter of Credit fee in Dollars for each Letter of Credit issued pursuant to this Agreement equal to the Applicable Rate for Revolving Credit Loans times the Dollar Equivalent of the daily maximum amount then available to be drawn under such Letter of Credit (whether or not such maximum amount is then in effect under such Letter of Credit if such maximum on the average daily amount increases periodically pursuant to the terms of such Letter of Credit); provided, however, Revolving Lender’s LC Exposure (excluding any Letter of Credit fees otherwise payable for the account of a Defaulting Lender with respect portion thereof attributable to any Letter of Credit as to which such Defaulting Lender has not provided Cash Collateral satisfactory to the L/C Issuer pursuant to this Section 2.03 shall be payable, to the maximum extent permitted by applicable Law, to the other Lenders in accordance with the upward adjustments in their respective Pro Rata Shares allocable unreimbursed LC Disbursements) attributable to such Letter of Credit pursuant to Section 2.17(a)(iv), with during the balance period from and including the date of issuance of such fee, if any, payable Letter of Credit to but excluding the date on which such Letter of Credit expires or is drawn in full (including any LC Exposure that remains outstanding after the Revolving Commitment Termination Date) and (ii) to the L/C Issuer relevant Issuing Bank for its own account. Such account a fronting fee, which shall accrue at the rate of 0.125% per annum (or such other percentage as may be mutually agreed by the Borrower and the applicable Issuing Bank) on the average daily amount of the LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the Revolving Availability Period (or until the date that such Letter of Credit is irrevocably cancelled, whichever is later), as well as the relevant Issuing Bank’s standard fees with respect to issuance, amendment, renewal or extension of any Letter of Credit or processing of drawings thereunder. For any Letter of Credit issued with a face amount in any Acceptable Currency other than Dollars, the fees shall be computed on a quarterly basis converted into Dollars using the applicable Exchange Rate in arrears. Such Letter of Credit fees effect two (2) Business Days before the date any fee with respect thereto shall be due and payable in Dollars hereunder. Notwithstanding the foregoing, if the interest rate on the last Business Day Loans is increased to the rate for Default Interest pursuant to Section 2.13(c), then the Applicable Percentage used to calculate the letter of each March, June, September and December, commencing with the first such date credit fee pursuant to occur after the issuance of such Letter of Credit, on the Letter of Credit Expiration Date and thereafter on demand. If there is any change in any Applicable Rate for Revolving Credit Loans during any quarter, the daily maximum amount of each Letter of Credit clause (i) above shall automatically be computed and multiplied increased by such Applicable Rate separately for each period during such quarter that such Applicable Rate was in effect200 basis points (2.0%).

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

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

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

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

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

Letter of Credit Fees. The In consideration of LC Issuer’s issuance of any Letter of Credit, Borrower shall agrees to pay (a) to the Administrative Agent Agent, for the account of the Revolving Credit all Lenders for the applicable Revolving Credit Facility (in accordance with their Pro Rata Share or other applicable share provided for under this Agreement) respective Applicable Percentages, a letter of credit issuance fee at a rate 48 equal to the Letter of Credit Fee Rate then in effect (which fee shall be increased by 2.0% per annum during any period in Dollars which interest on the Loans accrues at the Default Rate), and (b) to such LC Issuer for each its own account, a letter of credit fronting fee at a rate specified in the Fee Letter of Credit issued pursuant to this Agreement equal to the Applicable Rate for Revolving Credit Loans times the Dollar Equivalent face amount of the daily maximum amount then available to be drawn under such Letter of Credit (whether or not such maximum amount is then but in effect under such Letter of Credit if such maximum amount increases periodically pursuant to the terms of such Letter of Creditno event less than $500 per annum); provided, however, any Letter of Credit fees otherwise payable for the account of a Defaulting Lender with respect to any Letter of Credit as to which such Defaulting Lender has not provided Cash Collateral satisfactory to the L/C LC Issuer pursuant to this Section 2.03 2.8 shall be payable, to the maximum extent permitted by applicable Law, to the other Lenders in accordance with the upward adjustments in their respective Pro Rata Shares Applicable Percentages allocable to such Letter of Credit pursuant to Section 2.17(a)(iv2.16(a)(iv), with the balance of such fee, if any, payable to the L/C LC Issuer for its own account. Such In addition, Borrower will pay to LC Issuer LC Issuer’s customary fees for issuance, amendment and drawing of each Letter of Credit. The letter of credit fee and the letter of credit fronting fee will be calculated on the undrawn face amount of each Letter of Credit fees shall be computed outstanding on a quarterly basis in arrears. Such Letter of Credit fees shall each day at the above-applicable rates and will be due and payable in Dollars arrears on the last Business Day of each March, June, September Fiscal Quarter and December, commencing with at the first such date to occur after end of the issuance of such Letter of Credit, on the Letter of Credit Expiration Date and thereafter on demand. If there is any change in any Applicable Rate for Revolving Credit Loans during any quarter, the daily maximum amount of each Letter of Credit shall be computed and multiplied by such Applicable Rate separately for each period during such quarter that such Applicable Rate was in effectCommitment Period.

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

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

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

Letter of Credit Fees. (i) The Borrower shall pay to the Administrative Agent for the account of the Revolving Credit Lenders for the applicable Revolving Credit Facility (each Lender in accordance with their Pro Rata its Ratable Share or other applicable share provided for under this Agreement) a Letter of Credit fee in Dollars for each (the “Letter of Credit Fee”) for (A) the average daily aggregate Available Amount of all Secured Letters of Credit issued pursuant and outstanding from time to this Agreement time at a rate per annum equal to 0.50% and (B) the average daily aggregate Available Amount of all other Letters of Credit issued and outstanding from time to time at a rate per annum equal to the Applicable Margin for Eurodollar Rate for Revolving Credit Loans times the Dollar Equivalent of the daily maximum amount then available to be drawn under such Letter of Credit (whether or not such maximum amount is then Advances in effect under such Letter of Credit if such maximum amount increases periodically pursuant from time to the terms of such Letter of Credit)time; provided, howeverprovided that, any Letter of Credit fees Fees otherwise payable for the account of a Defaulting Lender with respect to any Letter of Credit (other than a Secured Letter of Credit) as to which such Defaulting Lender has not provided Cash Collateral satisfactory to the L/C Issuer applicable Issuing Bank pursuant to this Section 2.03 2.04 shall be payable, to the maximum extent permitted by applicable Lawlaw, to the other Lenders in accordance with the upward adjustments in their respective Pro Rata Ratable Shares allocable to such Letter of Credit pursuant to Section 2.17(a)(iv2.22(a)(iv), and to such Issuing Bank for its own account to the extent of such Issuing Bank’s Fronting Exposure with the balance of such fee, if any, payable to fee being retained by the L/C Issuer for its own accountBorrower. Such Letter of Credit fees Fees shall be computed on a quarterly basis in arrears. Such Letter of Credit fees shall be (A) due and payable in Dollars on the last first Business Day after the end of each March, June, September and December, commencing with the first such date to occur after the issuance Issuance of such Letter of Credit, on the Letter of Credit Expiration Termination Date and thereafter on demandthe date that any Letter of Credit expiring after the Termination Date ceases to be outstanding and (B) computed on a quarterly basis in arrears. If In calculating the Letter of Credit Fee, if there is any change in any the Applicable Rate for Revolving Credit Loans Margin during any quarter, the daily maximum amount of Available Amount under each Letter of Credit shall be computed and multiplied by such the Applicable Rate Margin separately for each period during such quarter that such Applicable Rate Margin was in effect.

Letter of Credit Fees. The Borrower Borrowers shall pay pay, to the Administrative Agent for the account of the Revolving Credit Lenders for the applicable Revolving Credit Facility (each Lender in accordance with their Pro Rata Share or other applicable share provided for under this Agreement) its L/C Risk Participation in each Letter of Credit, a Letter of Credit fee in Dollars for each such Letter of Credit issued pursuant to this Agreement for the period from the date of issuance of such Letter of Credit until the expiry thereof, at a per annum rate equal to the Applicable Margin for SOFR Loans (plus two percent (2.00%) during such time that the Default Rate for Revolving Credit Loans times is in effect with respect to the Dollar Equivalent of Obligations pursuant to Section 2.07(c)) applicable from time to time during such period multiplied by the actual daily maximum amount then available to be drawn under such Letter of Credit (whether or not such maximum amount is then in effect under such Letter of Credit if such maximum amount increases periodically pursuant to the terms of such Letter of Credit); provided, however, that any Letter of Credit fees otherwise payable for the account of a Defaulting Lender with respect to any Letter of Credit as to which such Defaulting Lender has not provided Cash Collateral satisfactory to the L/C Issuer pursuant to this Section 2.03 2.16(c) shall be (x) payable, to the maximum extent permitted by applicable LawGovernmental Rules, to the other Lenders in accordance with the upward adjustments in of their respective Pro Rata Shares allocable to participations in such Letter of Credit pursuant to Section 2.17(a)(iv), 2.16(a)(iv) and (y) with the balance of such fee, if any, payable to the L/C Issuer for its own account. Such fee for each Letter of Credit fees shall be computed on a quarterly basis in arrears. Such Letter of Credit fees shall be due and payable quarterly in Dollars arrears on the last Business Day of each March, June, September and December, commencing with the first such date to occur after the ​ -62- 4147-6459-6034 ​ issuance of such Letter of Credit, Credit and on the Letter of Credit Expiration Date Date. Each such fee, when due, shall be fully earned and thereafter on demandwhen paid, shall be non-refundable. If there is any change in any the Applicable Rate Margin for Revolving Credit SOFR Loans during any quarter, the daily maximum amount Applicable Margin used for the calculation of each the Letter of Credit fee shall be computed and multiplied by such the Applicable Rate separately Margin for SOFR Loans on each period day during such quarter that such Applicable Rate was in effect.quarter. ​

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

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

Letter of Credit Fees. The Borrower Borrowers shall pay to the Administrative Agent for the account of the each Revolving Credit Lenders for the applicable Revolving Credit Facility (Lender in accordance with their its Pro Rata Share or other applicable share provided for under this Agreement) Share, a Letter of Credit fee in Dollars for each Letter of Credit issued pursuant to this Agreement equal to the Applicable Rate then in effect for Eurodollar Rate Loans with respect to the Revolving Credit Loans Facility times the Dollar Equivalent of the daily maximum amount then available to be drawn under such Letter of Credit (whether or not such maximum amount is then in effect under such Letter of Credit if such maximum amount increases periodically pursuant to the terms of such Letter of Credit)) shall be determined in accordance with Section 1.08; provided, however, that any Letter of Credit fees Fees otherwise payable for the account of a Defaulting Lender with respect to any Letter of Credit as to which such Defaulting Lender has not provided Cash Collateral satisfactory to the L/C Issuer pursuant to this Section 2.03 shall be payable, to the maximum extent permitted by applicable Law, to the other Lenders in accordance with the upward adjustments in their respective Pro Rata Shares allocable to such Letter of Credit pursuant to Section 2.17(a)(iv), with the balance of such fee, if any, payable to the L/C Issuer for its own account. Such Letter letter of Credit credit fees shall be computed on a quarterly basis in arrears. Such Letter letter of Credit credit fees shall be due and payable in Dollars on the last first Business Day of each MarchApril, JuneJuly, September October and DecemberJanuary, commencing with the first such date to occur after the issuance of such Letter of Credit, on the Letter of Credit Expiration Date and thereafter on demand. If there is any change in any the Applicable Rate for Revolving Credit Loans during any quarter, the daily maximum amount of each Letter of Credit shall be computed and multiplied by such the Applicable Rate separately for each period during such quarter that such Applicable Rate was in effect.

Letter of Credit Fees. The Borrower shall pay to the Administrative Agent for the account of the each Revolving Credit Lenders for the applicable Revolving Credit Facility (Lender in accordance with their Pro Rata Share or other applicable share provided for under this Agreement) its Applicable Percentage a Letter of Credit fee in Dollars (the “Letter of Credit Fee”) for each Letter of Credit issued pursuant to this Agreement equal to the Applicable Margin applicable to the Eurodollar Rate for Revolving Credit Loans times the Dollar Equivalent of the daily maximum amount then available to be drawn under such Letter of Credit (whether or not such maximum amount is then in effect under such Letter of Credit if such maximum amount increases periodically pursuant to the terms of such Letter of Credit); provided, however, any Letter of Credit fees Fees otherwise payable for the account of a Defaulting Lender with respect to any Letter of Credit as to which such Defaulting Lender has not provided Cash Collateral satisfactory to the L/C Issuer pursuant to this Section 2.03 2.05 shall be payable, to the maximum extent permitted by applicable Law, to the other Revolving Lenders in accordance with the upward adjustments in their respective Pro Rata Shares Applicable Percentages allocable to such Letter of Credit pursuant to Section 2.17(a)(iv2.16(a)(iv), with the balance of such fee, if any, payable to the L/C Issuer for its own account. Such For purposes of computing the daily amount available to be drawn under any Letter of Credit, the amount of such Letter of Credit fees shall be computed on a quarterly basis determined in arrearsaccordance with Section 1.06. Such Letter of Credit fees Fees shall be due and payable quarterly in Dollars arrears on the last Business Day of each March, June, September and DecemberInterest Payment Date applicable to Base Rate Loans, commencing with the first such date to occur after the issuance of such Letter of Credit, on the Letter of Credit Expiration Date and thereafter on demand. If there is Notwithstanding anything to the contrary contained herein, upon the request of the Required Revolving Lenders, while any change in any Applicable Rate for Revolving Credit Loans during any quarterEvent of Default exists, the daily maximum amount of each all Letter of Credit Fees shall be computed and multiplied by such Applicable Rate separately for each period during such quarter that such Applicable Rate was in effectaccrue at the Default Rate.

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

Letter of Credit Fees. The Borrower Company shall pay to the Administrative Agent for the account of the Revolving Credit Lenders for the applicable Revolving Credit Facility (each Lender in accordance with their its Pro Rata Share or other applicable share provided for under this Agreement) Share, in US Dollars, a Letter of Credit fee in Dollars (the “Letter of Credit Fee”) for each Letter of Credit issued pursuant to this Agreement equal to the Applicable L/C Fee Rate for Revolving Credit Loans times the Dollar Equivalent of the daily maximum amount then available to be drawn under such Letter of Credit (whether or not such maximum amount is then determined in effect under such Letter of Credit if such maximum amount increases periodically pursuant to the terms of such Letter of Creditaccordance with Section 1.7); provided, however, provided that any Letter of Credit fees Fees otherwise payable for the account of a Defaulting Lender with respect to any Letter of Credit as to which such Defaulting Lender has not provided Cash Collateral satisfactory to the L/C Issuer applicable Issuing Bank pursuant to this Section 2.03 2.5 shall be payable, to the maximum extent permitted by applicable Law, to the other Lenders in accordance with the upward adjustments in their respective Pro Rata Shares allocable to such Letter of Credit pursuant to Section 2.17(a)(iv)2.19, with the balance of such fee, if any, payable to the L/C Issuer applicable Issuing Bank for its own account. Such Letter of Credit fees Fees shall be (i) computed on a quarterly basis in arrears. Such Letter of Credit fees shall be arrears and (ii) due and payable in Dollars on the last first Business Day after the end of each March, June, September and December, commencing with the first such date to occur after the issuance of such Letter of Credit, on the Letter of Credit Expiration Date and thereafter on demand. If there is any change in any Applicable the L/C Fee Rate for Revolving Credit Loans during any quarter, the daily maximum amount of each Letter of Credit shall be computed and multiplied by such Applicable the L/C Fee Rate separately for each period during such quarter that such Applicable L/C Fee Rate was in effect. Notwithstanding anything to the contrary contained herein, upon the request of the Required Lenders, while any Event of Default exists, all Letter of Credit Fees shall accrue at the Default Rate.

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

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

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

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

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

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

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

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

Letter of Credit Fees. The In consideration of LC Issuer’s issuance of any Letter of Credit, Borrower shall agrees to pay (a) to the Administrative Agent Agent, for the account of the Revolving Credit all Lenders for the applicable Revolving Credit Facility (in accordance with their Pro Rata Share or other applicable share provided for under this Agreement) respective Applicable Percentages, a letter of credit issuance fee at a rate equal to the Letter of Credit Fee Rate then in effect (which fee shall be increased by 2.0% per annum during any period in Dollars which interest on the Loans accrues at the Default Rate), and (b) to such LC Issuer for each its own account, a letter of credit fronting fee at a rate specified in the Fee Letter of Credit issued pursuant to this Agreement equal to the Applicable Rate for Revolving Credit Loans times the Dollar Equivalent face amount of the daily maximum amount then available to be drawn under such Letter of Credit (whether or not such maximum amount is then but in effect under such Letter of Credit if such maximum amount increases periodically pursuant to the terms of such Letter of Creditno event less than $500 per annum); provided, however, any Letter of Credit fees otherwise payable for the account of a Defaulting Lender with respect to any Letter of Credit as to which such Defaulting Lender has not provided Cash Collateral satisfactory to the L/C LC Issuer pursuant to this Section 2.03 2.8 shall be payable, to the maximum extent permitted by applicable Law, to the other Lenders in accordance with the upward adjustments in their respective Pro Rata Shares Applicable Percentages allocable to such Letter of Credit pursuant to Section 2.17(a)(iv2.16(a)(iv), with the balance of such fee, if any, payable to the L/C LC Issuer for its own account. Such In addition, Borrower will pay to LC Issuer LC Issuer’s customary fees for issuance, amendment and drawing of each Letter of Credit. The letter of credit fee and the letter of credit fronting fee will be calculated on the undrawn face amount of each Letter of Credit fees shall be computed outstanding on a quarterly basis in arrears. Such Letter of Credit fees shall each day at the above-applicable rates and will be due and payable in Dollars arrears on the last Business Day of each March, June, September Fiscal Quarter and December, commencing with at the first such date to occur after end of the issuance of such Letter of Credit, on the Letter of Credit Expiration Date and thereafter on demand. If there is any change in any Applicable Rate for Revolving Credit Loans during any quarter, the daily maximum amount of each Letter of Credit shall be computed and multiplied by such Applicable Rate separately for each period during such quarter that such Applicable Rate was in effectCommitment Period.

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

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

Letter of Credit Fees. The Borrower shall pay to the Administrative Agent for the account of the each Revolving Credit Lenders for the applicable Revolving Credit Facility (Lender in accordance with their its Pro Rata Share or other applicable share provided for under this Agreement) a Letter of Credit fee in Dollars (the “Letter of Credit Fee”) for each Letter of Credit issued pursuant to this Agreement equal to the Applicable Rate for Eurodollar Rate Loans under the Revolving Credit Loans Facility times the Dollar Equivalent of the daily maximum amount then available to be drawn under such Letter of Credit (whether or not such maximum amount is then in effect under such Letter of Credit if such maximum amount increases periodically pursuant to the terms of such Letter of Credit); provided, however, any Letter of Credit fees Fees otherwise payable for the account of a Defaulting Lender with respect to any Letter of Credit as to which such Defaulting Lender has not provided Cash Collateral satisfactory to the L/C Issuer pursuant to this Section 2.03 2.14 shall be payable, to the maximum extent permitted by applicable Law, to the other Lenders in accordance with the upward adjustments in their respective Pro Rata Shares allocable to such Letter of Credit pursuant to Section 2.17(a)(iv2.15(a)(iv), with the balance of such fee, if any, payable to the L/C Issuer for its own account. Such Letter of Credit fees Fees shall be (i) computed on a quarterly basis in arrears. Such Letter of Credit fees shall be arrears and (ii) due and payable in Dollars on the last Business Day of each March, June, September and December, commencing with the first such date to occur after the issuance of such Letter of Credit, on the Letter of Credit Expiration Date and thereafter on demand. If there is any change in any the Applicable Rate for Revolving Credit Loans during any quarter, the daily maximum amount of each Letter of Credit shall be computed and multiplied by such the Applicable Rate separately for each period during such quarter that such Applicable Rate was in effect. Notwithstanding anything to the contrary contained herein, while any Event of Default exists, all Letter of Credit Fees shall accrue at the Default Rate.

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

Letter of Credit Fees. The Borrower shall pay to the Administrative Agent for the account of the each Participating Revolving Credit Lenders for the applicable Revolving Credit Facility (Lender in accordance with their its Pro Rata Share or other applicable share provided for under this Agreement) a Letter of Credit fee in Dollars for each Letter of Credit issued pursuant to this Agreement equal to the Applicable Rate Margin then in effect for Eurodollar Loans or SOFR Loans that are Revolving Credit Loans times the Dollar Equivalent of the daily maximum amount then available to be drawn under such Letter of Credit (whether or not such maximum amount is then in effect under such Letter of Credit if such maximum amount increases periodically pursuant to the terms of such Letter of Credit); provided, however, any Letter of Credit fees otherwise payable for the account of a Defaulting Lender with respect to any Letter of Credit as to which such Defaulting Lender has not provided Cash Collateral satisfactory to the L/C Issuer pursuant to this Section 2.03 2.26 shall be payable, to the maximum extent permitted by applicable Law, to the other Lenders in accordance with the upward adjustments in their respective Pro Rata Shares Share allocable to such Letter of Credit pursuant 115 to Section 2.17(a)(iv)2.25, with the balance of such fee, if any, payable to the L/C Issuer for its own account. Such Letter of Credit fees shall be computed on a quarterly basis in arrears. Such Letter of Credit fees shall be due and payable in Dollars on the last Business Day 15th day of each Marchof April, JuneJuly, September October and DecemberJanuary, commencing with the first such date to occur after the issuance of such Letter of Credit, on the applicable Letter of Credit Expiration Date and thereafter on demand; provided that if any such day is not a Business Day, payment shall be due on the next succeeding Business Day. If there is any change in any Applicable the applicable Rate for Revolving Credit Loans during any quarter, the daily maximum amount of each Letter of Credit shall be computed and multiplied by such Applicable the applicable Rate separately for each period during such quarter that such Applicable applicable Rate was in effect.

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

Letter of Credit Fees. The Borrower shall pay to the Administrative Agent for the account of the each Revolving Credit Lenders Lender for the applicable Revolving Credit Facility (in accordance with their its Pro Rata Share or other applicable share provided for under this Agreement) Agreement a Letter of Credit fee in Dollars for each Letter of Credit issued pursuant to this Agreement equal to the Applicable Rate for Revolving Credit Loans times the Dollar Equivalent of the daily maximum amount then available to be drawn under such Letter of Credit (whether or not such maximum amount Dollar Amount is then in effect under such Letter of Credit if such maximum amount increases periodically pursuant to the terms of such Letter of Credit); provided, however, any Letter of Credit fees otherwise payable for the account of a Defaulting Lender with respect to any Letter of Credit as to which such Defaulting Lender has not provided Cash Collateral satisfactory to the L/C Issuer pursuant to this Section 2.03 shall be payable, to the maximum extent permitted by applicable Law, to the other Lenders in accordance with the upward adjustments in their respective Pro Rata Shares allocable to such Letter of Credit pursuant to Section 2.17(a)(iv), with the balance of such fee, if any, payable to the L/C Issuer for its own account. Such Letter of Credit fees shall be computed on a quarterly basis in arrears. Such Letter of Credit fees shall be due and payable in Dollars on the last first Business Day after the end of each March, June, September and December, commencing with the first such date to occur after the issuance of such Letter of Credit, on the Letter of Credit Expiration Date and thereafter on demand. If there is any change in any the Applicable Rate for Revolving Credit Loans during any quarter, the daily maximum amount of each Letter of Credit shall be computed and multiplied by such the Applicable Rate separately for each period during such quarter that such Applicable Rate was in effect.. (i) Fronting Fee and Documentary and Processing Charges Payable to L/C Issuers. The Borrower shall pay directly to each L/C Issuer for its own account a fronting fee with respect to each Letter of Credit issued by it to any Loan Party equal to 0.125% per annum (or such other lower amount as may be mutually agreed by the Borrower and the applicable L/C Issuer) of the maximum Dollar Amount available to be drawn under such Letter of Credit (whether or not such maximum amount is then in effect under such Letter of Credit if such maximum amount increases periodically pursuant to the terms of such Letter of Credit) or such lesser fee as may be agreed with such L/C Issuer. Such fronting fees shall be computed on a quarterly basis in arrears. Such fronting fees shall be due and payable in Dollars on the first Business Day after the end of each March, June, September and December, commencing with the first such date to occur after the issuance of such Letter of Credit, on the Letter of Credit Expiration Date and thereafter on demand. In addition, the Borrower shall pay directly to each - 81-

Letter of Credit Fees. The Borrower shall pay to the Administrative Agent for the ratable account of the Revolving Credit Lenders for the applicable Revolving Credit Facility (each Lender in accordance with their its Pro Rata Share or other applicable share provided for under this Agreement(i) a Letter of Credit fee in Dollars for each commercial Letter of Credit issued pursuant to this Agreement equal to the Applicable Rate for Revolving Credit Loans per annum times the Dollar Equivalent of the daily maximum amount then available to be drawn under such Letter of Credit (whether or not such maximum amount is then in effect under such Letter of Credit), and (ii) a Letter of Credit if such maximum amount increases periodically pursuant fee for each standby Letter of Credit equal to the terms of Applicable Rate times the daily amount available to be drawn under such Letter of Credit); provided, however, any Letter of Credit fees Fees otherwise payable for the account of a Defaulting Lender with respect to any Letter of Credit as to which such Defaulting Lender has not provided Cash Collateral satisfactory to the L/C Issuer pursuant to this Section 2.03 2.3 shall be payable, to the maximum extent permitted by applicable Law, to the other Lenders in accordance with the upward adjustments in their respective Pro Rata Shares allocable to such Letter of Credit pursuant to Section 2.17(a)(iv), with the balance of such fee, if any, payable to the L/C Issuer for its own account. Such Letter of Credit fees shall be computed on a quarterly basis in arrears. Such Letter of Credit fees shall be due and payable in Dollars on the last first Business Day after the end of each March, June, September and December, commencing with the first such date to occur after the issuance of such Letter of Credit, on the Letter of Credit Expiration Maturity Date and thereafter on demand. If there is any change in any the Applicable Rate for Revolving Credit Loans during any quarter, the actual daily maximum amount of each Letter of Credit shall be computed and multiplied by such the Applicable Rate separately for each period during such quarter that such Applicable Rate was in effect.

Letter of Credit Fees. The Borrower shall pay to the Administrative Agent for the account of the each Revolving Credit Lenders for the applicable Revolving Credit Facility (Lender in accordance with their Pro Rata Share or other applicable share provided for under this Agreement) its Applicable Percentage a Letter of Credit fee in Dollars (the “Letter of Credit Fee”) for each Letter of Credit issued pursuant to this Agreement equal to accruing at the Applicable Rate for Revolving Credit Loans times in effect from time to time multiplied by the Dollar Equivalent of the daily maximum amount then available to be drawn under such Letter of Credit (whether or not such maximum amount is then in effect under such Letter of Credit if such maximum amount increases periodically pursuant to the terms of such Letter of Credit); provided, however, that (i) to the maximum extent permitted by applicable Law, no Letter of Credit Fee will be payable in respect of any Fronting Exposure on any Letter of Credit fees that is attributable to a Defaulting Lender and in respect of which Borrower Cash Collateral has been provided and (ii) any Letter of Credit Fees otherwise payable for the account of a Defaulting Lender with respect to any Letter of Credit as to which such Defaulting Lender has not provided Lender Cash Collateral satisfactory to the applicable L/C Issuer pursuant to this Section 2.03 shall be payable, to the maximum extent permitted by applicable Law, to the other Lenders in accordance with the upward adjustments in their respective Pro Rata Shares Applicable Percentages allocable to such Letter of Credit pursuant to Section 2.17(a)(iv2.15(a)(iv), with the balance of such feefee (excluding any fee relating to Fronting Exposure attributable to a Defaulting Lender that has been secured with Borrower Cash Collateral), if any, payable to the applicable L/C Issuer for its own account. Such For the purposes of computing the daily amount available to be drawn under any Letter of Credit, the amount of such Letter of Credit fees shall be determined in accordance with Section 1.06. Letter of Credit Fees shall be (A) computed on a quarterly basis in arrears. Such Letter of Credit fees shall be arrears and (B) due and payable in Dollars on the last first Business Day after the end of each March, June, September and December, commencing with the first such date to occur after the issuance of such Letter of Credit, on the Letter of Credit Expiration Date and thereafter on demand. If there is any change in any Applicable Rate for Revolving Credit Loans during any quarter, the daily maximum amount of each Letter of Credit shall be computed and multiplied by such Applicable Rate separately for each period during such quarter that such Applicable Rate was in effect.

Letter of Credit Fees. The Borrower shall pay to the Administrative Agent for the account of the Revolving Credit Lenders for the applicable Revolving Credit Facility (each Lender in accordance with their Pro Rata Share or other applicable share provided for under this Agreement) its Revolving Facility Percentage a Letter of Credit fee in Dollars (the “Letter of Credit Fee”) for each Letter of Credit issued pursuant to this Agreement equal to the Applicable Rate Margin for Revolving Credit Eurodollar Loans times the Dollar Equivalent of the daily maximum amount then available to be drawn under such Letter of Credit (whether or not such maximum amount is then in effect under such Letter of Credit if such maximum amount increases periodically pursuant to the terms Stated Amount of such Letter of Credit); provided, however, any Letter of Credit fees Fees otherwise payable for the account of a Defaulting Lender with respect to any Letter of Credit as to which such Defaulting Lender has not provided Cash Collateral satisfactory to the L/C Letter of Credit Issuer pursuant to this Section 2.03 5.4 shall be payable, to the maximum extent permitted by applicable Law, to the other Lenders in accordance with the upward adjustments in their respective Pro Rata Shares Revolving Facility Percentages allocable to such Letter of Credit pursuant to Section 2.17(a)(iv5.5(a)(iv), with the balance of such fee, if any, payable to the L/C Letter of Credit Issuer for its own account. Such Letter of Credit fees Fees shall be computed on a quarterly basis in arrears. Such Letter of Credit fees shall be (i) due and payable in Dollars on the last first Business Day after the end of each March, June, September and December, commencing with the first such date to occur after the issuance of such Letter of Credit, on the Letter of Credit Expiration Date and thereafter on demanddemand and (ii) computed on a quarterly basis in arrears. If there is any change in any the Applicable Rate for Revolving Credit Loans Margin during any quarter, the daily maximum amount Stated Amount of each Letter of Credit shall be computed and multiplied by such the Applicable Rate Margin separately for each period during such quarter that such Applicable Rate Margin was in effect. Notwithstanding anything to the contrary contained herein, upon the request of the Required Lenders, while any Event of Default exists, all Letter of Credit Fees shall accrue at the Default Rate.

Letter of Credit Fees. The Borrower shall pay to the Administrative Agent for the account of the each Revolving Credit Lenders for the applicable Revolving Credit Facility (Lender in accordance with their its Pro Rata Share or other applicable share provided for under this Agreement) Share, a Letter of Credit fee in Dollars for each Letter of Credit issued pursuant to this Agreement equal to the Applicable Rate then in effect for Eurodollar Rate Loans with respect to the Revolving Credit Loans Facility times the Dollar Equivalent of the daily maximum amount then available to be drawn under such Letter of Credit (whether or not such maximum amount is then in effect under such Letter of Credit if such maximum amount increases periodically pursuant to the terms of such Letter of Credit); provided, however, that any Letter of Credit fees Fees otherwise payable for the account of a Defaulting Lender with respect to any Letter of Credit as to which such Defaulting Lender has not provided Cash Collateral satisfactory to the applicable L/C Issuer pursuant to this Section 2.03 shall be payable, to the maximum extent permitted by applicable Law, to the other Lenders in accordance with the upward adjustments in their respective Pro Rata Shares allocable to such Letter of Credit pursuant to Section 2.17(a)(iv)2.18(a)(iv) and/or to the Borrower in proportion to any Cash Collateral it has provided to cover such Defaulting Lender’s exposure, with the balance of such fee, if any, payable to the applicable L/C Issuer for its own account. Such Letter letter of Credit credit fees shall be computed on a quarterly basis in arrears. Such Letter letter of Credit credit fees shall be due and payable in Dollars on the last Business Day of each March, June, September and December, commencing with the first such date to occur after the issuance of such Letter of Credit, on the Letter of Credit Expiration Date and thereafter on demand. If there is any change in any the Applicable Rate for Revolving Credit Loans during any quarter, the daily maximum amount of each Letter of Credit shall be computed and multiplied by such the Applicable Rate separately for each period during such quarter that such Applicable Rate was in effect.. 90 Syniverse Credit Agreement

Letter of Credit Fees. The In consideration of LC Issuer’s issuance of any Letter of Credit, Borrower shall agrees to pay (a) to the Administrative Agent Agent, for the account of the Revolving Credit all Lenders for the applicable Revolving Credit Facility (in accordance with their Pro Rata Share or other applicable share provided for under this Agreement) respective Applicable Percentages, a letter of credit issuance fee at a rate per annum equal to the Letter of Credit Fee Rate then in effect (which fee shall be increased by 2.00% per annum during any period in Dollars for each which interest on the Loans accrues at the Default Rate) (the “Letter of Credit issued pursuant Fee”), and (b) to this Agreement such LC Issuer, for its own account, a letter of credit fronting fee at a rate per annum equal to the Applicable Rate for Revolving Credit Loans times the Dollar Equivalent of the daily maximum amount then available to be drawn under such Letter of Credit 0.20% (whether or not such maximum amount is then but in effect under such Letter of Credit if such maximum amount increases periodically pursuant to the terms of such Letter of Creditno event less than $500 per annum); provided, however, any Letter of Credit fees otherwise payable for the account of a Defaulting Lender with respect to any Letter of Credit as to which such Defaulting Lender has not provided Cash Collateral satisfactory to the L/C LC Issuer pursuant to this Section 2.03 2.9 shall be payable, to the maximum extent permitted by applicable Law, to the other Lenders in accordance with the upward adjustments in their respective Pro Rata Shares Applicable Percentages allocable to such Letter of Credit pursuant to Section 2.17(a)(iv), with the balance of such fee, if any, payable to the L/C LC Issuer for its own account. Such In addition, Borrower will pay to LC Issuer its customary fees for issuance, amendment and drawing of each Letter of Credit. The Letter of Credit fees shall Fee and the letter of credit fronting fee will be computed calculated on a quarterly basis in arrears. Such the Stated Amount of each Letter of Credit fees shall outstanding on each day at the above-applicable rates and will be due and payable in Dollars arrears on the last Business Day of each March, June, September September, and December, commencing with December and at the first such date to occur after end of the issuance of such Letter of Credit, on the Letter of Credit Expiration Date and thereafter on demand. If there is any change in any Applicable Rate for Revolving Credit Loans during any quarter, the daily maximum amount of each Letter of Credit shall be computed and multiplied by such Applicable Rate separately for each period during such quarter that such Applicable Rate was in effectCommitment Period.

Letter of Credit Fees. The Subject to the provisions of the last sentence of this clause (b), the Borrower shall pay to the Administrative Agent for the account of the each Revolving Credit Lenders for the applicable Revolving Credit Facility (Lender in accordance with their Pro Rata Share or other applicable share provided for under this Agreement) its Applicable Percentage, in Dollars, a Letter of Credit fee in Dollars (“Letter of Credit Fee”) for each Letter of Credit issued pursuant to this Agreement equal to the Applicable Margin for Eurodollar Rate for Revolving Credit Loans times the Dollar Equivalent of the daily maximum amount then available to be drawn under such Letter of Credit (whether or not such maximum amount is then in effect under such Letter of Credit if such maximum amount increases periodically pursuant to the terms of such Letter of Credit); provided, however, any Letter of Credit fees Fees otherwise payable for the account of a Defaulting Lender with respect to any Letter of Credit as to which such Defaulting Lender has not provided Cash Collateral satisfactory to the L/C Letter of Credit Issuer pursuant to this Section 2.03 shall be payable, to the maximum extent permitted by applicable Law, to the other Revolving Lenders in accordance with the upward adjustments in their respective Pro Rata Shares Applicable Percentages allocable to such Letter of Credit pursuant to Section 2.17(a)(iv2.18(a)(iv), with the balance of such fee, if any, payable to the L/C Letter of Credit Issuer for its own account. Such For purposes of computing the daily amount available to be drawn under any Letter of Credit, the amount of such Letter of Credit fees shall be computed on a quarterly basis determined in arrearsaccordance with Section 1.07. Such The Letter of Credit fees Fee shall accrue at all times during the Availability Period, including at any time during which one or more of the conditions in Article V is not met, and shall be due and payable quarterly in Dollars arrears on the last first Business Day of after each March, June, September and Decembercalendar quarter, commencing with the first such date to occur after the issuance Closing Date, and on the last day of such Letter of Creditthe Availability Period. At all times that the Default Rate shall be applicable to any Loans pursuant to Section 2.08(b), on the Letter of Credit Expiration Date Fees payable under this subsection (b) shall accrue and thereafter on demand. If there is any change in any Applicable Rate for Revolving Credit Loans during any quarter, be payable at the daily maximum amount of each Letter of Credit shall be computed and multiplied by such Applicable Rate separately for each period during such quarter that such Applicable Rate was in effectDefault Rate.

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

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