Common use of Letter of Credit Fees Clause in Contracts

Letter of Credit Fees. (a) In lieu of any letter of credit commissions and fees provided for in any L/C Application relating to Letters of Credit (other than standard administrative, issuance, amendment and negotiation fees), the Borrower agrees to pay the Administrative Agent a Letter of Credit fee, for the account of the Issuing Lender and the Participating Lenders, (i) with respect to each Standby L/C, on the average outstanding amount available to be drawn under each Standby L/C at a rate per annum equal to the Applicable Margin for Revolving Credit Loans which are Eurodollar Loans in effect at such time, whether or not there are any such Eurodollar Loans outstanding at such time, payable in arrears, on the last day of each fiscal quarter of the Borrower and on the Revolving Credit Termination Date and (ii) with respect to each Commercial L/C, on the aggregate face amount of each Commercial L/C at a rate equal to the Applicable Margin for Revolving Credit Loans which are Eurodollar Loans in effect at such time, whether or not there are any such Eurodollar Loans outstanding at such time, payable on the date such Commercial L/C is issued. In addition, the Borrower shall pay to the Issuing Lender (i) with respect to each Standby L/C, in arrears on the last day of each fiscal quarter of the Borrower and on the Revolving Credit Termination Date with respect to the Revolving Credit Commitments, a fee equal to 0.125% per annum on the average outstanding amount available to be drawn under such Standby L/C, solely for its own account as Issuing Lender of such Standby L/C and not on account of its L/C Participating Interest therein and (ii) with respect to each Commercial L/C, on the date such Commercial L/C is issued, a fee to equal to 0.125% on the aggregate face amount of such Commercial L/C, solely for its own account as Issuing Lender of such Commercial L/C and not on account of its L/C Participating Interest therein. (b) In connection with any payment of fees pursuant to this subsection 4.11, the Administrative Agent agrees to provide to the Borrower a statement of any such fees so paid; provided that the failure by the Administrative Agent to provide the Borrower with any such invoice shall not relieve the Borrower of its obligation to pay such fees. (c) In addition to the foregoing fees, the Borrower shall pay or reimburse the Issuing Lender for any taxes, fees, charges, expenses or other costs as are incurred or charged by the Issuing Lender in issuing, negotiating, effecting payment under, amending or otherwise administering any Letter of Credit.

Letter of Credit Fees. (a) In lieu The Borrower agrees to pay, with respect to all Letters of any letter of credit commissions and fees provided for in Credit issued by any L/C Application relating to Letters of Credit (other than standard administrative, issuance, amendment and negotiation fees), the Borrower agrees to pay the Administrative Agent a Letter of Credit fee, for the account of the Issuing Lender and the Participating LendersIssuer, (i) with respect to each Standby L/C, on the average outstanding amount available to be drawn under each Standby such L/C Issuer, for its own account, (A) on the last day of each calendar quarter and on the Revolving Credit Termination Date, a fronting fee in respect of each Letter of Credit issued by such L/C Issuer for the period from and including the date of issuance of such Letter of Credit to and including the termination of such Letter of Credit, computed at a rate equal to 1/4 of 1% per annum of the daily average stated amount of such Letter of Credit, provided that the fronting fees paid per annum for any such Letter of Credit shall not be less than $500, plus (B) in connection with the issuance, amendment or transfer of any such Letter of Credit or any payment or disbursement made by an L/C Issuer pursuant to a Letter of Credit, the Borrower shall pay directly to each L/C Issuer the customary issuance, presentation, amendment and other processing fees, and other standard costs and charges, of such L/C Issuer, such customary fees and standard costs and charges being due and payable within five (5) Business Days of demand and are nonrefundable, and (ii) to the Administrative Agent, for the benefit of the Revolving Credit Lenders according to their Pro Rata Shares, a fee accruing at a rate per annum equal to the Applicable Margin for Revolving Credit Loans which that are Eurodollar Rate Loans in effect at on the maximum undrawn face amount of such time, whether or not there are any such Eurodollar Loans outstanding at such timeLetters of Credit, payable in arrears, arrears (A) on the last day of each fiscal quarter calendar quarter, ending after the issuance of the Borrower such Letter of Credit and (B) on the Revolving Credit Termination Date and Date; provided, that the fee payable under this clause (ii) with respect to each Commercial L/C, on the aggregate face amount of each Commercial L/C at a rate equal to the Applicable Margin for Revolving Credit Loans which are Eurodollar Loans in effect at such time, whether or not there are any such Eurodollar Loans outstanding at such time, payable on the date such Commercial L/C is issued. In addition, the Borrower shall pay to the Issuing Lender (i) with respect to each Standby L/C, in arrears on the last day of each fiscal quarter of the Borrower and on the Revolving Credit Termination Date with respect to the Revolving Credit Commitments, a fee equal to 0.125be increased by 2% per annum and shall be payable, in addition to being payable on the average outstanding amount available any date it is otherwise required to be drawn under such Standby L/C, solely for its own account as Issuing Lender of such Standby L/C and not on account of its L/C Participating Interest therein and (ii) with respect to each Commercial L/Cpaid hereunder, on demand effective immediately upon (x) the date such Commercial L/C is issued, a fee to equal to 0.125% on the aggregate face amount of such Commercial L/C, solely for its own account as Issuing Lender of such Commercial L/C and not on account of its L/C Participating Interest therein. (b) In connection with any payment of fees pursuant to this subsection 4.11, the Administrative Agent agrees to provide to the Borrower a statement occurrence of any such fees so paid; provided that Event of Default under Section 9.1(a) or (e) or (y) the failure delivery of a notice by the Administrative Agent or the Required Lenders to provide the Borrower with during the continuance of any other Event of Default and, in each case, for as long as such invoice Event of Default shall not relieve the Borrower of its obligation to pay such feesbe continuing. (c) In addition to the foregoing fees, the Borrower shall pay or reimburse the Issuing Lender for any taxes, fees, charges, expenses or other costs as are incurred or charged by the Issuing Lender in issuing, negotiating, effecting payment under, amending or otherwise administering any Letter of Credit.

Letter of Credit Fees. (a) In lieu of any letter of credit commissions and fees provided for in any L/C Application relating to Letters of Credit (other than standard administrative, issuance, amendment and negotiation fees), the The Borrower agrees to pay the following amounts with respect to Letters of Credit issued by any Issuer: (i) to the Administrative Agent a Letter of Credit fee, for the account of the Issuing Lender and the Participating Lenderseach Issuer of a Letter of Credit, (i) with respect to each Standby L/CLetter of Credit issued by such Issuer, an issuance fee equal to 0.25% per annum of the maximum undrawn face amount of such Letters of Credit (or such other amount as agreed with such Issuer), payable in arrears (A) on the average outstanding amount available first Business Day of each Fiscal Quarter, commencing on the first such Business Day following the issuance of such Letter of Credit and (B) on the Revolving Credit Termination Date; (ii) to be drawn under the Administrative Agent for the ratable benefit of the Revolving Credit Lenders, with respect to each Standby L/C Letter of Credit, a fee accruing in Dollars at a rate per annum equal to the Applicable Margin for Revolving Credit Loans which that are Eurodollar Rate Loans in effect at on the maximum undrawn face amount of such time, whether or not there are any such Eurodollar Loans outstanding at such timeLetter of Credit, payable in arrears, arrears (A) on the last day first Business Day of each fiscal quarter Fiscal Quarter, commencing on the first such Business Day following the issuance of the Borrower such Letter of Credit and (B) on the Revolving Credit Termination Date Date; provided, however, that during the continuance of an Event of Default, such fee shall be increased by two percent per annum (instead of, and not in addition to, any increase pursuant to Section 2.10(c) (iiInterest)) with respect and shall be payable on demand; provided, further, that any such fee owing to each Commercial L/C, on the aggregate face amount of each Commercial L/C at a rate equal to the Applicable Margin for Revolving Credit Loans Lender which are Eurodollar Loans in effect at such time, whether or not there are any such Eurodollar Loans outstanding at such time, payable on is a Non-Funding Lender may be withheld by the date such Commercial L/C is issued. In addition, Administrative Agent acting upon the Borrower shall pay to the Issuing Lender (i) with respect to each Standby L/C, in arrears on the last day of each fiscal quarter written direction of the Borrower and on for so long as such Lender remains a Non-Funding Lender; and (iii) to the Revolving Credit Termination Date Issuer of any Letter of Credit, with respect to the Revolving Credit Commitmentsissuance, a fee equal to 0.125% per annum on the average outstanding amount available to be drawn under such Standby L/C, solely for its own account as Issuing Lender amendment or transfer of such Standby L/C and not on account of its L/C Participating Interest therein and (ii) with respect to each Commercial L/C, on the date such Commercial L/C is issued, a fee to equal to 0.125% on the aggregate face amount of such Commercial L/C, solely for its own account as Issuing Lender of such Commercial L/C and not on account of its L/C Participating Interest therein. (b) In connection with any payment of fees pursuant to this subsection 4.11, the Administrative Agent agrees to provide to the Borrower a statement of any such fees so paid; provided that the failure by the Administrative Agent to provide the Borrower with any such invoice shall not relieve the Borrower of its obligation to pay such fees. (c) In addition to the foregoing fees, the Borrower shall pay or reimburse the Issuing Lender for any taxes, fees, charges, expenses or other costs as are incurred or charged by the Issuing Lender in issuing, negotiating, effecting payment under, amending or otherwise administering any Letter of CreditCredit and each drawing made thereunder, documentary and processing charges in accordance with such Issuer’s standard schedule for such charges in effect at the time of issuance, amendment, transfer or drawing, as the case may be.

Letter of Credit Fees. (a) In lieu consideration of LC Issuer’s issuance of any letter Letter of credit commissions and fees provided for in any L/C Application relating to Letters of Credit (other than standard administrativeCredit, issuance, amendment and negotiation fees), the Borrower agrees to pay the to Administrative Agent a Letter of Credit feeAgent, for the account of the Issuing Lender and the Participating Lendersall Lenders in accordance with their respective Percentage Shares, (i) with respect to each Standby L/C, on the average outstanding amount available to be drawn under each Standby L/C at a rate per annum letter of credit issuance fee equal to the Applicable Margin for Revolving Letter of Credit Loans which are Eurodollar Loans Fee Rate then in effect at such time, whether or not there are (which shall be increased by two percent (2%) per annum during any such Eurodollar Loans outstanding at such time, payable period in arrears, which interest on the last day of each fiscal quarter of Loans would accrue at the Borrower and on the Revolving Credit Termination Date Default Rate), and (iib) with respect to each Commercial L/Csuch LC Issuer for its own account, on the aggregate face amount a letter of each Commercial L/C credit fronting fee at a rate equal to one-eighth of one percent (0.125%) per annum times the Applicable Margin face amount of such Letter of Credit (but in no event less than $500 per annum); provided, however, any Letter of Credit Fees otherwise payable for Revolving the account of a Defaulting Lender with respect to any Letter of Credit Loans as to which are Eurodollar Loans such Defaulting Lender has not provided Cash Collateral satisfactory to LC Issuer pursuant to Section 2.11 shall be payable, to the maximum extent permitted by applicable Law, to the other Lenders in effect at accordance with the upward adjustments in their respective Percentages Share allocable to such timeLetter of Credit pursuant to Section 2.18(a)(iv), whether or not there are any with the balance of such Eurodollar Loans outstanding at such timefee, if any, payable to LC Issuer for its own account (except such fee on such balance shall be proportionately reduced to the date extent Borrower has Cash Collateralized such Commercial L/C is issuedbalance or a part thereof). In addition, the Borrower shall 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 Issuing Lender (i) with respect to letter of credit fronting fee will be calculated based on the face amount of all Letters of Credit outstanding on each Standby L/C, day at the above applicable rate and will be payable quarterly in arrears on the last day Business Day of each fiscal quarter of the Borrower March, June, September and on the Revolving Credit Termination Date with respect to the Revolving Credit Commitments, a fee equal to 0.125% per annum on the average outstanding amount available to be drawn under such Standby L/C, solely for its own account as Issuing Lender of such Standby L/C and not on account of its L/C Participating Interest therein and (ii) with respect to each Commercial L/C, on the date such Commercial L/C is issued, a fee to equal to 0.125% on the aggregate face amount of such Commercial L/C, solely for its own account as Issuing Lender of such Commercial L/C and not on account of its L/C Participating Interest thereinDecember. (b) In connection with any payment of fees pursuant to this subsection 4.11, the Administrative Agent agrees to provide to the Borrower a statement of any such fees so paid; provided that the failure by the Administrative Agent to provide the Borrower with any such invoice shall not relieve the Borrower of its obligation to pay such fees. (c) In addition to the foregoing fees, the Borrower shall pay or reimburse the Issuing Lender for any taxes, fees, charges, expenses or other costs as are incurred or charged by the Issuing Lender in issuing, negotiating, effecting payment under, amending or otherwise administering any Letter of Credit.

Letter of Credit Fees. (a) In lieu of any letter of credit commissions and fees provided for in any L/C Application relating to Letters of Credit (other than standard administrative, issuance, amendment and negotiation fees), the The Borrower agrees to pay to the Administrative Agent a Letter of Credit fee, for the account of the Issuing each Lender and the Participating Lenders, (i) with respect to each Standby L/C, on the average outstanding amount available to be drawn under each Standby L/C a letter of credit fee at a rate per annum equal to the Applicable Margin for Revolving LIBOR Loans (or while an Event of Default exists, at a per annum rate equal to 4.0%) times the daily average Stated Amount of each Letter of Credit Loans which are Eurodollar Loans for the period from and including the date of issuance of such Letter of Credit (x) through and including the date such Letter of Credit expires or is terminated or (y) to but excluding the date such Letter of Credit is drawn in effect at such timefull and is not subject to reinstatement, whether or not there are any such Eurodollar Loans outstanding at such time, as the case may be. The fees provided for in the immediately preceding sentence shall be nonrefundable and payable in arrears, arrears on (i) the last day of March, June, September and December in each fiscal quarter of the Borrower and on the Revolving Credit Termination Date and year, (ii) with respect to each Commercial L/Cthe Termination Date, on the aggregate face amount of each Commercial L/C at a rate equal to the Applicable Margin for Revolving Credit Loans which are Eurodollar Loans in effect at such time, whether or not there are any such Eurodollar Loans outstanding at such time, payable on (iii) the date such Commercial L/C is issuedthe Commitments are terminated or reduced to zero and (iv) thereafter from time to time on demand of the Agent. In addition, the Borrower shall pay to the Issuing Lender Agent for its own account and not the account of any Lender, an issuance fee in respect of each Letter of Credit equal to the greater of (i) with respect to each Standby L/C, in arrears $500 or (ii) one-eighth of one percent (0.125%) per annum on the last day initial Stated Amount of each fiscal quarter such Letter of Credit payable (A) for the period from and including the date of issuance of such Letter of Credit through and including the expiration date of such Letter of Credit and (B) if the expiration date of any Letter of Credit is extended (whether as a result of the Borrower operation of an automatic extension clause or otherwise), for the period from but excluding the previous expiration date to and including the extended expiration date. The fees provided for in the immediately preceding sentence shall be nonrefundable and payable upon issuance (or in the case of an extension of the expiration date, on the Revolving Credit Termination Date previous expiration date). The Borrower shall pay directly to the Agent from time to time on demand all commissions, charges, costs and expenses in the amounts customarily charged by the Agent from time to time in like circumstances with respect to the Revolving Credit Commitments, a fee equal to 0.125% per annum on the average outstanding amount available to be drawn under such Standby L/C, solely for its own account as Issuing Lender issuance of such Standby L/C and not on account of its L/C Participating Interest therein and (ii) with respect to each Commercial L/C, on the date such Commercial L/C is issued, a fee to equal to 0.125% on the aggregate face amount of such Commercial L/C, solely for its own account as Issuing Lender of such Commercial L/C and not on account of its L/C Participating Interest therein. (b) In connection with any payment of fees pursuant to this subsection 4.11, the Administrative Agent agrees to provide to the Borrower a statement of any such fees so paid; provided that the failure by the Administrative Agent to provide the Borrower with any such invoice shall not relieve the Borrower of its obligation to pay such fees. (c) In addition to the foregoing fees, the Borrower shall pay or reimburse the Issuing Lender for any taxes, fees, charges, expenses or other costs as are incurred or charged by the Issuing Lender in issuing, negotiating, effecting payment under, amending or otherwise administering any Letter of Credit, drawings, amendments and other transactions relating thereto.

Letter of Credit Fees. Quarterly in arrears, on each Fiscal Quarter End Date, commencing on the first such date occurring after the Amendment and Restatement Effective Date, and on the Revolving Credit Termination Date, the Borrowers shall pay to the L/C Issuer for its own account a fronting fee equal to 0.125% of the face amount of (aor of the increase in the face amount of) In lieu each outstanding Letter of any Credit. Quarterly in arrears, on each Fiscal Quarter End Date, commencing on the first such date occurring after the Amendment and Restatement Effective Date, and on the Revolving Credit Termination Date, the Borrowers shall pay to the Administrative Agent, for the ratable benefit of the Lenders according to their Revolver Percentages, a letter of credit commissions and fees provided for in any L/C Application relating to Letters of Credit (other than standard administrative, issuance, amendment and negotiation fees), the Borrower agrees to pay the Administrative Agent a Letter of Credit fee, for the account of the Issuing Lender and the Participating Lenders, (i) with respect to each Standby L/C, on the average outstanding amount available to be drawn under each Standby L/C fee at a rate per annum equal to the Applicable Margin for Revolving Credit Loans which are Eurodollar Loans then in effect at such time, whether or not there are any such Eurodollar Loans outstanding at such time, payable in arrears, on the last day of each fiscal quarter of the Borrower and on the Revolving Credit Termination Date and (ii) with respect to each Commercial L/C, Term Benchmark Loans under the Revolving Facility (computed on the aggregate basis of a year of 360 days and the actual number of days elapsed) during each day of such quarter applied to the daily average face amount of each Commercial L/C at a rate equal Letters of Credit outstanding during such quarter; provided that while any Event of Default under Section 7.1(a) (with respect to the Applicable Margin late payment of principal, interest, Reimbursement Obligations or fees) or Section 7.1(j) or Section 7.1(k) exists or after acceleration (but without duplication of the rate set forth in Section 2.4(g)), such rate with respect to overdue fees shall increase by 2.00% over the rate otherwise payable and such fee shall be paid on demand subject, except in the case of any Event of Default under Section 7.1(j) or (k), to the request of the Administrative Agent at the request or with the consent of the Required Lenders; provided further that no letter of credit fee shall accrue to the Revolver Percentage of a Defaulting Lender, or be payable for Revolving Credit Loans which are Eurodollar Loans in effect at the benefit of such timeLender, whether or not there are any so long as such Eurodollar Loans outstanding at such time, payable on the date such Commercial L/C is issuedLender shall be a Defaulting Lender. In addition, the Borrower Borrowers shall pay to the Issuing Lender (i) with respect to each Standby L/C, in arrears on the last day of each fiscal quarter of the Borrower and on the Revolving Credit Termination Date with respect to the Revolving Credit Commitments, a fee equal to 0.125% per annum on the average outstanding amount available to be drawn under such Standby L/C, solely for its own account as Issuing Lender of such Standby L/C and not on Issuers for their own account of its the L/C Participating Interest therein Issuers’ standard drawing, negotiation, amendment, transfer and (ii) with respect other administrative fees for each Letter of Credit. Such standard fees referred to each Commercial L/C, on in the date such Commercial preceding sentence may be established by the L/C is issued, a fee Issuers from time to equal to 0.125% on the aggregate face amount of such Commercial L/C, solely for its own account as Issuing Lender of such Commercial L/C and not on account of its L/C Participating Interest thereintime. (b) In connection with any payment of fees pursuant to this subsection 4.11, the Administrative Agent agrees to provide to the Borrower a statement of any such fees so paid; provided that the failure by the Administrative Agent to provide the Borrower with any such invoice shall not relieve the Borrower of its obligation to pay such fees. (c) In addition to the foregoing fees, the Borrower shall pay or reimburse the Issuing Lender for any taxes, fees, charges, expenses or other costs as are incurred or charged by the Issuing Lender in issuing, negotiating, effecting payment under, amending or otherwise administering any Letter of Credit.

Letter of Credit Fees. Quarterly in arrears, on each Fiscal Quarter End Date, commencing on the first such date occurring after the Escrow Release Date, and on the Revolving Credit Termination Date, the Borrower shall pay to the L/C Issuer for its own account a fronting fee equal to 0.125% of the face amount of (aor of the increase in the face amount of) In lieu each outstanding Letter of any Credit. Quarterly in arrears, on each Fiscal Quarter End Date, commencing on the first such date occurring after the Escrow Release Date, and on the Revolving Credit Termination Date, the Borrower shall pay to the Administrative Agent, for the ratable benefit of the Lenders according to their Revolver Percentages, a letter of credit commissions and fees provided for in any L/C Application relating to Letters of Credit (other than standard administrative, issuance, amendment and negotiation fees), the Borrower agrees to pay the Administrative Agent a Letter of Credit fee, for the account of the Issuing Lender and the Participating Lenders, (i) with respect to each Standby L/C, on the average outstanding amount available to be drawn under each Standby L/C fee at a rate per annum equal to the Applicable Margin for Revolving Credit Loans which are Eurodollar Loans then in effect at such time, whether or not there are any such Eurodollar Loans outstanding at such time, payable in arrears, on the last day of each fiscal quarter of the Borrower and on the Revolving Credit Termination Date and (ii) with respect to each Commercial L/C, Eurodollar Loans under the Revolving Facility (computed on the aggregate basis of a year of 360 days and the actual number of days elapsed) during each day of such quarter applied to the daily average face amount of each Commercial L/C at a rate equal Letters of Credit outstanding during such quarter; provided that while any Event of Default under Section 7.1(a) (with respect to the Applicable Margin late payment of principal, interest, Reimbursement Obligations or fees) or Section 7.1(j) or Section 7.1(k) exists or after acceleration (but without duplication of the rate set forth in Section 2.4(e)), such rate with respect to overdue fees shall increase by 2.00% over the rate otherwise payable and such fee shall be paid on demand subject, except in the case of any Event of Default under Section 7.1(j) or (k), to the request of the Administrative Agent at the request or with the consent of the Required Lenders; provided further that no letter of credit fee shall accrue to the Revolver Percentage of a Defaulting Lender, or be payable for Revolving Credit Loans which are Eurodollar Loans in effect at the benefit of such timeLender, whether or not there are any so long as such Eurodollar Loans outstanding at such time, payable on the date such Commercial L/C is issuedLender shall be a Defaulting Lender. In addition, the Borrower shall pay to the Issuing Lender (i) with respect to each Standby L/C, in arrears on the last day of each fiscal quarter of the Borrower and on the Revolving Credit Termination Date with respect to the Revolving Credit Commitments, a fee equal to 0.125% per annum on the average outstanding amount available to be drawn under such Standby L/C, solely for its own account as Issuing Lender of such Standby L/C and not on Issuers for their own account of its the L/C Participating Interest therein Issuers’ standard drawing, negotiation, amendment, transfer and (ii) with respect other administrative fees for each Letter of Credit. Such standard fees referred to each Commercial L/C, on in the date such Commercial preceding sentence may be established by the L/C is issued, a fee Issuers from time to equal to 0.125% on the aggregate face amount of such Commercial L/C, solely for its own account as Issuing Lender of such Commercial L/C and not on account of its L/C Participating Interest thereintime. (b) In connection with any payment of fees pursuant to this subsection 4.11, the Administrative Agent agrees to provide to the Borrower a statement of any such fees so paid; provided that the failure by the Administrative Agent to provide the Borrower with any such invoice shall not relieve the Borrower of its obligation to pay such fees. (c) In addition to the foregoing fees, the Borrower shall pay or reimburse the Issuing Lender for any taxes, fees, charges, expenses or other costs as are incurred or charged by the Issuing Lender in issuing, negotiating, effecting payment under, amending or otherwise administering any Letter of Credit.

Letter of Credit Fees. (a) In lieu of any letter of credit commissions and fees provided for in any L/C Application relating to Letters of Credit (other than standard administrative, issuance, amendment and negotiation fees), the Borrower agrees to pay the The Administrative Agent a Letter of Credit fee, for shall be entitled to charge to the account of the Issuing Lender and Funds Administrator on each Quarterly Payment Date, a fee for the Participating Lenders, (i) with respect ratable benefit of the Lenders for distribution to each Standby L/CLender, on the average outstanding in an amount available to be drawn under each Standby L/C at a rate per annum equal to the Applicable Margin for Revolving Credit Eurocurrency Loans which are Eurodollar Loans in effect at such time, whether or not there are any such Eurodollar Loans outstanding at such time, payable in arrears, on the last day daily undrawn amounts outstanding during the immediately preceding Fiscal Quarter; provided that from the date an Event of each fiscal quarter Default occurs, and at all times thereafter until the earlier of the Borrower date upon which (A) all Obligations have been paid and on the Revolving Credit Termination Date satisfied in full and (iiB) with respect such Event of Default shall not be continuing, such fee shall be equal to two (2%) percent per annum above the Applicable Margin, otherwise applicable hereunder and shall be payable on demand (such fees, the “Letter of Credit Fees”); and (b) The Administrative Agent shall be entitled to charge to the account of the Funds Administrator on each Commercial L/CQuarterly Payment Date, on a fee for the aggregate face amount benefit of each Commercial L/C at a rate DB, as Issuing Bank equal to the Applicable Margin for Revolving Credit Loans which are Eurodollar Loans in effect at such time, whether or not there are any such Eurodollar Loans outstanding at such time, payable on the date such Commercial L/C is issued. In addition, the Borrower shall pay to the Issuing Lender greater of (ix) with respect to each Standby L/C, in arrears on the last day of each fiscal quarter of the Borrower $500 per annum and on the Revolving Credit Termination Date with respect to the Revolving Credit Commitments, a fee equal to (y) 0.125% per annum on the average outstanding amount available to be drawn under such Standby L/C, solely for its own account as Issuing Lender of such Standby L/C and not on account of its L/C Participating Interest therein and (ii) with respect to each Commercial L/C, all Letters of Credit on the date such Commercial L/C is issued, a fee daily undrawn amounts outstanding during the immediately preceding Fiscal Quarter (the “Fronting Fee”). In addition to equal to 0.125% on the aggregate face amount of such Commercial L/C, solely for its own account as Issuing Lender of such Commercial L/C and not on account of its L/C Participating Interest therein. (b) In connection with any payment of fees pursuant to this subsection 4.11Fronting Fee, the Administrative Agent agrees shall be entitled to provide to charge the Borrower a statement account of any such fees so paid; provided that the failure by the Administrative Agent to provide the Borrower with any such invoice shall not relieve the Borrower of its obligation to pay such fees. (c) In addition to the foregoing feesFunds Administrator, as and when incurred, the Borrower shall pay or reimburse the Issuing Lender for any taxescustomary charges, fees, chargescosts and expenses of DB, expenses as Issuing Bank for the issuance, transfer, amendment or payment of any Letter of Credit (the “Issuing Bank Fees”). The Funds Administrator shall pay Fronting Fees and Issuing Bank Fees directly to any Issuing Bank other costs as are incurred or charged than DB. Each determination of the Fronting Fee and Issuing Bank Fees shall be made by the Issuing Lender in issuingBank and shall be conclusive and binding for purposes of Administrative Agent’s right to collect and distribute such fees, negotiating, effecting payment under, amending or otherwise administering any Letter of Creditabsent manifest error.

Letter of Credit Fees. (ai) In lieu With respect to any portion of any letter the Available LC Commitment that has not been cancelled, reduced or utilized by the issuance of credit commissions and fees provided for in any L/C Application relating to the Letters of Credit (other than standard administrativeCredit, issuance, amendment on each Payment Date commencing from the Closing Date and negotiation fees), ending on the Borrower agrees to pay the Administrative Agent LC Loan Maturity Date and on any date on which a Letter of Credit feeis issued, Borrower shall pay to Administrative Agent, for the benefit of the Issuing Bank and the Lenders, accruing from the Closing Date or the first day of such semi-annual period, as the case may be, a commitment fee (the “LC Commitment Fee”) for such six (6) month period (or portion thereof) then ending equal to the product of (i) 1.00% times (ii) the daily average Available LC Commitment for such six (6) month period (or portion thereof) times (iii) a fraction, the numerator of which is the number of days in such six (6) month period (or portion thereof) and the denominator of which is 360. (ii) Upon the issuance of any Letter of Credit, on each Payment Date prior to the Expiration Date of such Letter of Credit (where all or any portion of such six (6) month period occurs on or after the date of such issuance) and on the date of such Expiration Date when such Letter of Credit is returned to the Issuing Bank for cancellation (or, if such Letter of Credit is reduced or canceled prior to such date, on the date of such reduction or cancellation), Borrower shall pay to Administrative Agent, for the benefit of the Issuing Bank and the Lenders, accruing from the date of such issuance, a letter of credit fee (the “Letter of Credit Fee”) for such six (6) month period (or portion thereof) then ending equal to the product of (A) the Applicable Margin times (B) the daily average Stated Amount of such Letter of Credit for such six (6) month period (or portion thereof) times (C) a fraction, the numerator of which is the number of days in such six (6) month period (or portion thereof) and the denominator of which is 360. (iii) As a condition precedent to the issuance of each Letter of Credit, Borrower shall pay to the Administrative Agent for the account of the Issuing Bank, an upfront letter of credit fee (the “LC Fronting Fee”) in the amount set forth in the Lender and the Participating Lenders, (i) with respect to each Standby L/C, on the average outstanding amount available to be drawn under each Standby L/C at a rate per annum equal to the Applicable Margin for Revolving Credit Loans which are Eurodollar Loans in effect at such time, whether or not there are any such Eurodollar Loans outstanding at such time, payable in arrears, on the last day of each fiscal quarter of the Borrower and on the Revolving Credit Termination Date and (ii) with respect to each Commercial L/C, on the aggregate face amount of each Commercial L/C at a rate equal to the Applicable Margin for Revolving Credit Loans which are Eurodollar Loans in effect at such time, whether or not there are any such Eurodollar Loans outstanding at such time, payable on the date such Commercial L/C is issued. In addition, the Borrower shall pay to the Issuing Lender (i) with respect to each Standby L/C, in arrears on the last day of each fiscal quarter of the Borrower and on the Revolving Credit Termination Date with respect to the Revolving Credit Commitments, a fee equal to 0.125% per annum on the average outstanding amount available to be drawn under such Standby L/C, solely for its own account as Issuing Lender of such Standby L/C and not on account of its L/C Participating Interest therein and (ii) with respect to each Commercial L/C, on the date such Commercial L/C is issued, a fee to equal to 0.125% on the aggregate face amount of such Commercial L/C, solely for its own account as Issuing Lender of such Commercial L/C and not on account of its L/C Participating Interest thereinFee Side Agreement. (b) In connection with any payment of fees pursuant to this subsection 4.11, the Administrative Agent agrees to provide to the Borrower a statement of any such fees so paid; provided that the failure by the Administrative Agent to provide the Borrower with any such invoice shall not relieve the Borrower of its obligation to pay such fees. (c) In addition to the foregoing fees, the Borrower shall pay or reimburse the Issuing Lender for any taxes, fees, charges, expenses or other costs as are incurred or charged by the Issuing Lender in issuing, negotiating, effecting payment under, amending or otherwise administering any Letter of Credit.

Letter of Credit Fees. (a) In lieu of any letter of credit commissions and fees provided for Company agrees to pay the following amounts, in any L/C Application relating Dollars, with respect to Letters of Credit (other than standard administrative, issuance, amendment and negotiation fees), the Borrower agrees to pay the Administrative Agent a Letter of Credit fee, for the account of the Issuing Lender and the Participating Lenders, issued hereunder: (i) with respect to each Standby L/CLetter of Credit, on (a) a fronting fee, payable directly to the average outstanding amount available to be drawn under each Standby L/C applicable Issuing Lender for its own account, at a the rate per annum equal to specified in the Applicable Margin for Revolving Credit Loans which are Eurodollar Loans in effect at such timeFee Letter, whether or not there are any such Eurodollar Loans outstanding at such time, payable in arrears, computed on the last day of each fiscal quarter Dollar Equivalent of the Borrower and on the Revolving Credit Termination Date and (ii) with respect to each Commercial L/C, on the aggregate face amount of each Commercial L/C at a rate equal to the Applicable Margin for Revolving Credit Loans which are Eurodollar Loans in effect at such time, whether or not there are any such Eurodollar Loans outstanding at such time, payable on the date such Commercial L/C is issued. In addition, the Borrower shall pay to the Issuing Lender (i) with respect to each Standby L/C, in arrears on the last day of each fiscal quarter of the Borrower and on the Revolving Credit Termination Date with respect to the Revolving Credit Commitments, a fee equal to 0.125% per annum on the average outstanding daily amount available to be drawn under such Standby L/CLetter of Credit and (b) subject to subsection 2.12A, solely a letter of credit fee, payable to Administrative Agent for the account of Revolving Lenders, equal to the applicable Eurocurrency Rate Margin for Revolving Loans, plus, upon the application of increased rates of interest pursuant to subsection 2.2E, 2% per annum, multiplied by the Dollar Equivalent of the daily amount available to be drawn under such Letter of Credit, each such fronting fee or letter of credit fee to be payable in arrears on and to (but excluding) each March 31, June 30, September 30 and December 31 of each year and computed on the basis of a 360-day year for the actual number of days elapsed; provided that, in accordance with subsection 2.12, if any Revolving Lender becomes a Defaulting Lender and a Borrower has provided Cash Collateral with respect to such Defaulting Lender’s Pro Rata Share of Letter of Credit Usage, such Defaulting Lender shall not be entitled to its own account as Issuing Lender Pro Rata Share of such Standby L/C letter of credit fee during the time that Cash Collateral is provided by the applicable Borrower and not on account such share of its L/C Participating Interest therein and the letter of credit fee shall be retained by Company; and (ii) with respect to the issuance, amendment or transfer of each Commercial L/CLetter of Credit and each payment of a drawing made thereunder (without duplication of the fees payable under clause (i) above), on documentary and processing charges payable directly to the date such Commercial L/C is issued, a fee to equal to 0.125% on the aggregate face amount of such Commercial L/C, solely applicable Issuing Lender for its own account as in accordance with such Issuing Lender Lender’s standard schedule for such charges in effect at the time of such Commercial L/C and not on account issuance, amendment, transfer or payment, as the case may be. For purposes of its L/C Participating Interest therein. calculating any fees payable under clause (bi) In connection with any payment of fees pursuant to this subsection 4.113.2, the Administrative Agent agrees daily amount available to provide to the Borrower a statement of any such fees so paid; provided that the failure by the Administrative Agent to provide the Borrower with any such invoice shall not relieve the Borrower of its obligation to pay such fees. (c) In addition to the foregoing fees, the Borrower shall pay or reimburse the Issuing Lender for any taxes, fees, charges, expenses or other costs as are incurred or charged by the Issuing Lender in issuing, negotiating, effecting payment under, amending or otherwise administering be drawn under any Letter of CreditCredit shall be determined in accordance with subsection 1.7.

Letter of Credit Fees. (a) In lieu of any letter of credit commissions and fees provided for in any L/C Application relating to Letters of Credit Standby or Commercial L/Cs (other than standard administrative, issuance, amendment and negotiation fees), the Borrower agrees to pay the Administrative Agent a Letter of Credit feeAgent, (i) for the account of the Issuing Lender and the Participating Lenders, (i) with respect to each Standby L/CC or Commercial L/C issued for the account of Borrower, on the average outstanding amount available to be drawn under each a Standby L/C at a rate per annum or Commercial L/C fee, as the case may be, equal to the Applicable Margin for Revolving Credit Loans which are Eurodollar Loans in effect at such time, whether or not there are any such Eurodollar Loans outstanding at such time, payable in arrears, on the last day of each fiscal quarter of the Borrower and on the Revolving Credit Termination Date and per annum; (ii) with respect in addition to each Commercial L/C, on the aggregate face amount of each Standby or Commercial L/C at a rate equal fee referred to in subsection 3.9(a)(i) above, for the Applicable Margin for Revolving Credit Loans which are Eurodollar Loans in effect at such time, whether or not there are any such Eurodollar Loans outstanding at such time, payable on the date such Commercial L/C is issued. In addition, the Borrower shall pay to account of the Issuing Lender (i) with respect to each Standby L/C, in arrears on the last day of each fiscal quarter of the Borrower and on the Revolving Credit Termination Date with respect to the Revolving Credit Commitments, a fee equal to 0.125% per annum on the average outstanding amount available to be drawn under such Standby L/C, solely for its own account as Issuing Lender of such Standby L/C and not on account of its L/C Participating Interest therein and (ii) with respect to each Commercial L/C, on the date such Commercial L/C is issued, a fee to equal to 0.125% on the aggregate face amount of such Commercial L/C, solely for its own account as Issuing Lender of such Commercial L/C and not on account of its L/C Participating Interest therein, 0.25% per annum, each on the daily average amount available to be drawn under each Standby L/C in the case of a Standby L/C and on the maximum face amount of each Commercial L/C in the case of a Commercial L/C, in either case, payable, in arrears, on the first business day following last day of each March, June, September and December and on the Revolving Credit Termination Date and (iii) the Borrower shall pay directly to the Issuing Lender for 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. The Administrative Agent will disburse any Standby or Commercial L/C fees received pursuant to subsection 3.9(a)(i) to the respective Lenders promptly following the receipt of any such fees. (b) In connection with For purposes of any payment of fees required pursuant to this subsection 4.113.9, the Administrative Agent (in consultation with the Issuing Lender) agrees to provide to the Borrower a statement of any such fees to be so paid; provided that the failure by the Administrative Agent to provide the Borrower with any such invoice shall not relieve the Borrower of its obligation to pay such fees. (c) In addition to the foregoing fees, the Borrower shall pay or reimburse the Issuing Lender for any taxes, fees, charges, expenses or other costs as are incurred or charged by the Issuing Lender in issuing, negotiating, effecting payment under, amending or otherwise administering any Letter of Credit.

Letter of Credit Fees. (a) In lieu On the date of issuance or extension, or increase in the amount, of any letter Letter of credit commissions and fees provided for in any Credit pursuant to Section 2.2, the Borrowers shall pay to the relevant L/C Application relating Issuer for its own account a fronting fee equal to (i) 0.125% of the face amount of (or of the increase in the face amount of) such Letter of Credit with respect to Letters of Credit issued by Fifth Third Bank as an L/C Issuer and (ii) such amount as any Borrower and any other than standard administrativeL/C Issuer hereunder agree with respect to Letters of Credit issued by such other L/C Issuer. Quarterly in arrears, issuanceon the last Business Day of each March, amendment June, September, and negotiation fees)December, commencing on the first such date occurring after the Effective Date, the Borrower agrees Borrowers shall pay to pay the Administrative Agent a Letter of Credit feeAgent, for the account ratable benefit of the Issuing Lender and the Participating LendersLenders according to their Percentages, (i) with respect to each Standby L/C, on the average outstanding amount available to be drawn under each Standby L/C a letter of credit fee at a rate per annum equal to the Applicable Margin for Revolving Credit Loans which are Eurodollar Loans (computed on the basis of a year of 360 days and the actual number of days elapsed) in effect at such time, whether or not there are any such Eurodollar Loans outstanding at such time, payable in arrears, on the last during each day of each fiscal such quarter of applied to the Borrower and on the Revolving Credit Termination Date and (ii) with respect to each Commercial L/C, on the aggregate daily average face amount of each Commercial L/C Letters of Credit outstanding during such quarter; provided that, while any Event of Default exists or after acceleration, such rate shall increase by 2% over the rate otherwise payable and such fee shall be paid on demand of the Administrative Agent at a the request or with the consent of the Required Lenders; provided, however, that in the absence of acceleration, any rate equal increase pursuant to the Applicable Margin foregoing proviso shall be made at the direction of the Administrative Agent, acting at the request or with the consent of the Required Lenders; provided further, that no letter of credit fee shall accrue to the Percentage of a Defaulting Lender, or be payable for Revolving Credit Loans which are Eurodollar Loans in effect at the benefit of such timeLender, whether or not there are any so long as such Eurodollar Loans outstanding at such time, payable on the date such Commercial L/C is issuedLender shall be a Defaulting Lender. In addition, the Borrower Borrowers shall pay to the Issuing Lender (i) with respect to each Standby L/C, in arrears on the last day of each fiscal quarter of the Borrower and on the Revolving Credit Termination Date with respect to the Revolving Credit Commitments, a fee equal to 0.125% per annum on the average outstanding amount available to be drawn under such Standby L/C, solely C Issuer for its own account as Issuing Lender of such Standby L/C Issuer’s standard drawing, negotiation, amendment, transfer and not on account other administrative fees for each Letter of its Credit. Such standard fees referred to in the preceding sentence may be established by each L/C Participating Interest therein and (ii) with respect Issuer from time to each Commercial L/C, on the date such Commercial L/C is issued, a fee to equal to 0.125% on the aggregate face amount of such Commercial L/C, solely for its own account as Issuing Lender of such Commercial L/C and not on account of its L/C Participating Interest thereintime. (b) In connection with any payment of fees pursuant to this subsection 4.11, the Administrative Agent agrees to provide to the Borrower a statement of any such fees so paid; provided that the failure by the Administrative Agent to provide the Borrower with any such invoice shall not relieve the Borrower of its obligation to pay such fees. (c) In addition to the foregoing fees, the Borrower shall pay or reimburse the Issuing Lender for any taxes, fees, charges, expenses or other costs as are incurred or charged by the Issuing Lender in issuing, negotiating, effecting payment under, amending or otherwise administering any Letter of Credit.

Letter of Credit Fees. (a) In lieu of any letter of credit commissions and fees provided for in any L/C Application relating to Letters of Credit (other than standard administrative, issuance, amendment and negotiation fees), the The Borrower agrees to pay to the Administrative Agent a Letter of Credit fee, for the account of the Issuing each Lender and the Participating Lenders, (i) with respect to each Standby L/C, on the average outstanding amount available to be drawn under each Standby L/C a letter of credit fee at a rate per annum equal to the Applicable Margin for Revolving LIBOR Loans (or while an Event of Default exists, at a per annum rate equal to 4.0%) times the daily average Stated Amount of each Letter of Credit Loans which are Eurodollar Loans for the period from and including the date of issuance of such Letter of Credit (x) through and including the date such Letter of Credit expires or is terminated or (y) to but excluding the date such Letter of Credit is drawn in effect at such timefull and is not subject to reinstatement, whether or not there are any such Eurodollar Loans outstanding at such time, as the case may be. The fees provided for in the immediately preceding sentence shall be nonrefundable and payable in arrears, arrears on (i) the last day of March, June, September and December in each fiscal quarter of the Borrower and on the Revolving Credit Termination Date and year, (ii) with respect to each Commercial L/Cthe Termination Date, on the aggregate face amount of each Commercial L/C at a rate equal to the Applicable Margin for Revolving Credit Loans which are Eurodollar Loans in effect at such time, whether or not there are any such Eurodollar Loans outstanding at such time, payable on (iii) the date such Commercial L/C is issuedthe Commitments are terminated or reduced to zero and (iv) thereafter from time to time on demand of the Agent. In addition, the Borrower shall pay to the Issuing Lender Agent for its own account and not the account of any Lender, an issuance fee in respect of each Letter of Credit equal to the greater of (i) with respect to each Standby L/C, in arrears $1,000 or (ii) one-eighth of one percent (0.125%) per annum on the last day initial Stated Amount of each fiscal quarter such Letter of Credit payable (A) for the period from and including the date of issuance of such Letter of Credit through and including the expiration date of such Letter of Credit and (B) if the expiration date of any Letter of Credit is extended (whether as a result of the Borrower operation of an automatic extension clause or otherwise), for the period from but excluding the previous expiration date to and including the extended expiration date. The fees provided for in the immediately preceding sentence shall be nonrefundable and payable upon issuance (or in the case of an extension of the expiration date, on the Revolving Credit Termination Date previous expiration date). The Borrower shall pay directly to the Agent from time to time on demand all commissions, charges, costs and expenses in the amounts customarily charged by the Agent from time to time in like circumstances with respect to the Revolving Credit Commitments, a fee equal to 0.125% per annum on the average outstanding amount available to be drawn under such Standby L/C, solely for its own account as Issuing Lender issuance of such Standby L/C and not on account of its L/C Participating Interest therein and (ii) with respect to each Commercial L/C, on the date such Commercial L/C is issued, a fee to equal to 0.125% on the aggregate face amount of such Commercial L/C, solely for its own account as Issuing Lender of such Commercial L/C and not on account of its L/C Participating Interest therein. (b) In connection with any payment of fees pursuant to this subsection 4.11, the Administrative Agent agrees to provide to the Borrower a statement of any such fees so paid; provided that the failure by the Administrative Agent to provide the Borrower with any such invoice shall not relieve the Borrower of its obligation to pay such fees. (c) In addition to the foregoing fees, the Borrower shall pay or reimburse the Issuing Lender for any taxes, fees, charges, expenses or other costs as are incurred or charged by the Issuing Lender in issuing, negotiating, effecting payment under, amending or otherwise administering any Letter of Credit, drawings, amendments and other transactions relating thereto.

Letter of Credit Fees. (a) In lieu of any letter of credit commissions and fees provided for in any L/C Application relating to Letters of Credit (other than standard administrative, issuance, amendment and negotiation fees), the The Borrower agrees to pay the following amounts with respect to Letters of Credit issued by any Issuer: (i) to the Administrative Agent a Letter of Credit fee, for the account of the Issuing Lender and the Participating Lenderseach Issuer of a Letter of Credit, (i) with respect to each Standby L/CLetter of Credit issued by such Issuer, an issuance fee equal to 0.125% per annum of the average daily maximum undrawn face amount of such Letter of Credit for the immediately preceding calendar quarter (or portion thereof), payable in arrears (A) on the average outstanding amount available first Business Day of each calendar quarter, commencing on the first such Business Day following the issuance of such Letter of Credit and (B) on the Revolving Credit Termination Date; (ii) to be drawn under the Administrative Agent for the ratable benefit of the Revolving Credit Lenders, with respect to each Standby L/C Letter of Credit, a fee at a rate per annum equal to (x) in the case of each Standby Letter of Credit, the Applicable Margin for Eurocurrency Rate Revolving Loans and (y) in the case of each Documentary Letter of Credit, 50% of the Applicable Margin for Eurocurrency Rate Revolving Loans (each such fee, a “Letter of Credit Loans which are Eurodollar Loans Fee”), in effect at each case multiplied by the average daily maximum undrawn face amount of such time, whether Letter of Credit for the immediately preceding calendar quarter (or not there are any such Eurodollar Loans outstanding at such timeportion thereof), payable in arrears, arrears (A) on the last day first Business Day of each fiscal quarter calendar quarter, commencing on the first such Business Day following the issuance of the Borrower such Letter of Credit and (B) on the Revolving Credit Termination Date and (ii) Date; provided, however, that any Letter of Credit Fees otherwise payable for the account of a Defaulting Lender with respect to each Commercial L/C, on the aggregate face amount any Letter of each Commercial L/C at a rate equal Credit as to which such Defaulting Lender has not provided Cash Collateral satisfactory to the Applicable Margin for applicable Issuer pursuant to Section 2.4 shall be payable, to the maximum extent permitted by applicable Law, to the other Revolving Credit Loans which are Eurodollar Loans Lenders in effect at accordance with the upward adjustments in their respective Applicable Percentages allocable to such timeLetter of Credit pursuant to Section 2.16(a)(iv), whether or not there are any with the balance of such Eurodollar Loans outstanding at such timefee, if any, payable on the date such Commercial L/C is issued. In addition, the Borrower shall pay to the Issuing Lender applicable Issuer for its own account; and (iiii) with respect to each Standby L/Cthe Issuer of any Letter of Credit, in arrears on the last day of each fiscal quarter of the Borrower and on the Revolving Credit Termination Date with respect to the Revolving Credit Commitmentsissuance, a fee equal to 0.125% per annum on the average outstanding amount available to be drawn under such Standby L/C, solely for its own account as Issuing Lender amendment or transfer of such Standby L/C and not on account of its L/C Participating Interest therein and (ii) with respect to each Commercial L/C, on the date such Commercial L/C is issued, a fee to equal to 0.125% on the aggregate face amount of such Commercial L/C, solely for its own account as Issuing Lender of such Commercial L/C and not on account of its L/C Participating Interest therein. (b) In connection with any payment of fees pursuant to this subsection 4.11, the Administrative Agent agrees to provide to the Borrower a statement of any such fees so paid; provided that the failure by the Administrative Agent to provide the Borrower with any such invoice shall not relieve the Borrower of its obligation to pay such fees. (c) In addition to the foregoing fees, the Borrower shall pay or reimburse the Issuing Lender for any taxes, fees, charges, expenses or other costs as are incurred or charged by the Issuing Lender in issuing, negotiating, effecting payment under, amending or otherwise administering any Letter of CreditCredit and each drawing made thereunder, customary documentary and processing charges in accordance with such Issuer’s standard schedule for such charges in effect at the time of issuance, amendment, transfer or drawing, as the case may be.

Letter of Credit Fees. (a) In lieu of any letter of credit commissions and fees provided for in any L/C Application relating Company agrees to pay the following amounts with respect to Letters of Credit (other than standard administrative, issuance, amendment and negotiation fees), the Borrower agrees to pay the Administrative Agent a Letter of Credit fee, for the account of the Issuing Lender and the Participating Lenders, issued hereunder: (i) with respect to each Standby L/CLetter of Credit, on (a) a fronting fee, payable directly to the average outstanding amount available applicable Issuing Lender for its own account, in a percentage per annum to be drawn under each Standby L/C at a rate per annum equal to agreed upon with the Applicable Margin for Revolving Credit Loans which are Eurodollar Loans in effect at such time, whether or not there are any such Eurodollar Loans outstanding at such time, payable in arrears, on the last day of each fiscal quarter of the Borrower and on the Revolving Credit Termination Date and (ii) with respect to each Commercial L/C, on the aggregate face amount of each Commercial L/C at a rate equal to the Applicable Margin for Revolving Credit Loans which are Eurodollar Loans in effect at such time, whether or not there are any such Eurodollar Loans outstanding at such time, payable on the date such Commercial L/C is issued. In addition, the Borrower shall pay to the applicable Issuing Lender (i) or, in the case of an Existing Letter of Credit, the percentage per annum previously agreed upon with respect to each Standby L/Cthereto under the Existing Credit Agreement, in arrears on unless otherwise agreed by Company and the last day of each fiscal quarter applicable Issuing Lender) of the Borrower and on the Revolving Credit Termination Date with respect to the Revolving Credit Commitments, a fee equal to 0.125% per annum on the average outstanding daily amount available to be drawn under such Standby L/CLetter of Credit and (b) a letter of credit fee, solely payable to Administrative Agent for its own account as Issuing Lender of such Standby L/C and not on the account of its L/C Participating Interest therein Revolving Lenders (other than Defaulting Lenders), equal to the applicable Eurodollar Rate Margin for Revolving Loans per annum of the daily amount available to be drawn under such Letter of Credit, each such fronting fee and letter of credit fee to be payable in arrears on and to (but excluding) the last Business Day of March, June, September and December of each year and upon the termination of the Revolving Loan Commitments and computed on the basis of a 360-day year for the actual number of days elapsed; (ii) with respect to the issuance, amendment or transfer of each Commercial L/CLetter of Credit and each payment of a drawing made thereunder (without duplication of the fees payable under clauses (i)(a) and (i)(b) above), on documentary and processing charges payable directly to the date such Commercial L/C is issued, a fee to equal to 0.125% on the aggregate face amount of such Commercial L/C, solely applicable Issuing Lender for its own account as in accordance with such Issuing Lender Lender’s standard schedule for such charges in effect at the time of such Commercial L/C and not on account issuance, amendment, transfer or payment, as the case may be. For purposes of its L/C Participating Interest therein. calculating any fees payable under clause (bi) In connection with any payment of fees pursuant to this subsection 4.113.2, the Administrative Agent agrees daily amount available to provide to the Borrower a statement of any such fees so paid; provided that the failure by the Administrative Agent to provide the Borrower with any such invoice shall not relieve the Borrower of its obligation to pay such fees. (c) In addition to the foregoing fees, the Borrower shall pay or reimburse the Issuing Lender for any taxes, fees, charges, expenses or other costs as are incurred or charged by the Issuing Lender in issuing, negotiating, effecting payment under, amending or otherwise administering be drawn under any Letter of CreditCredit shall be determined as of the close of business on any date of determination. Promptly upon receipt by Administrative Agent of any amount described in clause (i)(b) of this subsection 3.2, Administrative Agent shall distribute to each Revolving Lender its Pro Rata Share of such amount.

Letter of Credit Fees. (a) In lieu of any letter of credit commissions and fees provided for in any L/C Application relating Company agrees to pay the following amounts with respect to Letters of Credit issued hereunder: (other than standard administrative, issuance, amendment and negotiation fees), the Borrower agrees to pay the Administrative Agent a) a Letter of Credit fronting fee, for payable directly to the account of the applicable Issuing Lender and the Participating Lendersfor its own account, (i) with respect to each Standby L/C, on the average outstanding amount available to be drawn under each Standby L/C at a rate per annum equal to the Applicable Margin for Revolving Credit Loans which are Eurodollar Loans in effect at such time, whether or not there are any such Eurodollar Loans outstanding at such time, payable in arrears, on the last day of each fiscal quarter of the Borrower and on the Revolving Credit Termination Date and (ii) with respect to each Commercial L/C, on the aggregate face amount of each Commercial L/C at a rate equal to the Applicable Margin for Revolving Credit Loans which are Eurodollar Loans in effect at such time, whether or not there are any such Eurodollar Loans outstanding at such time, payable on the date such Commercial L/C is issued. In addition, the Borrower shall pay to the Issuing Lender (i) with respect to each Standby L/C, in arrears on the last day of each fiscal quarter of the Borrower and on the Revolving Credit Termination Date with respect to the Revolving Credit Commitments, a fee equal to 0.125% per annum on of the average outstanding daily amount available to be drawn under such Standby L/CLetter of Credit and (b) a letter of credit fee, solely payable to Administrative Agent for its own account as Issuing Lender of such Standby L/C and not on the account of its L/C Participating Interest therein Working Capital Lenders (based upon their respective Pro Rata Shares), equal to (x) (1) in the case of Standby Letters of Credit, the applicable Eurodollar Rate Margin set forth in subsection 2.2A hereof for Working Capital Loans which are Eurodollar Rate Loans and (2) in the case of Trade Letters of Credit, 1.25%, in each case MULTIPLIED BY (y) the daily amount available from time to time to be drawn under such Letter of Credit, each such fronting fee or letter of credit fee to be payable in arrears on and to (but excluding) each Quarterly Date and computed on the basis of a 360-day year for the actual number of days elapsed; and (ii) with respect to the issuance, amendment or transfer of each Commercial L/CLetter of Credit and each payment of a drawing made thereunder (without duplication of the fees payable under clause (i) above), on documentary and processing charges payable directly to the date such Commercial L/C is issued, a fee to equal to 0.125% on the aggregate face amount of such Commercial L/C, solely applicable Issuing Lender for its own account as in accordance with such Issuing Lender Lender's standard schedule for such charges in effect at the time of such Commercial L/C issuance, amendment, transfer or payment, as the case may be or as otherwise agreed upon between Company and not on account such Issuing Lender. For purposes of its L/C Participating Interest therein. calculating any fees payable under clause (bi) In connection with any payment of fees pursuant to this subsection 4.113.2, the Administrative Agent agrees daily amount available to provide to the Borrower a statement of any such fees so paid; provided that the failure by the Administrative Agent to provide the Borrower with any such invoice shall not relieve the Borrower of its obligation to pay such fees. (c) In addition to the foregoing fees, the Borrower shall pay or reimburse the Issuing Lender for any taxes, fees, charges, expenses or other costs as are incurred or charged by the Issuing Lender in issuing, negotiating, effecting payment under, amending or otherwise administering be drawn under any Letter of CreditCredit shall be determined as of the close of business on any date of determination. Promptly upon receipt by Administrative Agent of any amount described in clause (i)(b) of this subsection 3.2, Administrative Agent shall distribute to each Working Capital Lender its Pro Rata Share of such amount.

Letter of Credit Fees. Quarterly in arrears, on the last day of each March, June, September, and December, commencing on the first such date occurring after the date hereof, and on the Revolving Credit Termination Date, the Borrower shall pay to the L/C Issuer for its own account a fronting fee equal to 0.125% of the face amount of (aor of the increase in the face amount of) In lieu each outstanding Letter of any Credit. Quarterly in arrears, on the last day of each March, June, September, and December, commencing on the first such date occurring after the date hereof, and on the Revolving Credit Termination Date, the Borrower shall pay to the Administrative Agent, for the ratable benefit of the Lenders according to their Revolver Percentages, a letter of credit commissions and fees provided for in any L/C Application relating to Letters of Credit (other than standard administrative, issuance, amendment and negotiation fees), the Borrower agrees to pay the Administrative Agent a Letter of Credit fee, for the account of the Issuing Lender and the Participating Lenders, (i) with respect to each Standby L/C, on the average outstanding amount available to be drawn under each Standby L/C fee at a rate per annum equal to the Applicable Margin for Revolving Credit Loans which are then in effect with respect to Eurodollar Loans in effect at such time, whether or not there are any such Eurodollar Loans outstanding at such time, payable in arrears, under the Revolving Facility (computed on the last basis of a year of 360 days and the actual number of days elapsed) during each day of each fiscal such quarter applied to the daily average face amount of the Borrower and on the Revolving Letters of Credit Termination Date and (iioutstanding during such quarter; provided that, while any Event of Default under Section 7.1(a) with respect to each Commercial L/Cthe late payment of principal or interest or Section 7.1(j) or Section 7.1(k) exists or after acceleration, such rate with respect to overdue fees shall increase by 2% over the rate otherwise payable and such fee shall be paid on demand of the aggregate face amount Administrative Agent at the request or with the consent of each Commercial L/C at a rate equal the Required Lenders; provided further that, no letter of credit fee shall accrue to the Applicable Margin Revolver Percentage of a Defaulting Lender, or be payable for Revolving Credit Loans which are Eurodollar Loans in effect at the benefit of such timeLender, whether or not there are any so long as such Eurodollar Loans outstanding at such time, payable on the date such Commercial L/C is issuedLender shall be a Defaulting Lender. In addition, the Borrower shall pay to the Issuing Lender (i) with respect to each Standby L/C, in arrears on the last day of each fiscal quarter of the Borrower and on the Revolving Credit Termination Date with respect to the Revolving Credit Commitments, a fee equal to 0.125% per annum on the average outstanding amount available to be drawn under such Standby L/C, solely C Issuer for its own account as Issuing Lender of such Standby the L/C Issuer’s standard drawing, negotiation, amendment, transfer and not on account other administrative fees for each Letter of its Credit. Such standard fees referred to in the preceding sentence may be established by the L/C Participating Interest therein and (ii) with respect Issuer from time to each Commercial L/C, on the date such Commercial L/C is issued, a fee to equal to 0.125% on the aggregate face amount of such Commercial L/C, solely for its own account as Issuing Lender of such Commercial L/C and not on account of its L/C Participating Interest thereintime. (b) In connection with any payment of fees pursuant to this subsection 4.11, the Administrative Agent agrees to provide to the Borrower a statement of any such fees so paid; provided that the failure by the Administrative Agent to provide the Borrower with any such invoice shall not relieve the Borrower of its obligation to pay such fees. (c) In addition to the foregoing fees, the Borrower shall pay or reimburse the Issuing Lender for any taxes, fees, charges, expenses or other costs as are incurred or charged by the Issuing Lender in issuing, negotiating, effecting payment under, amending or otherwise administering any Letter of Credit.

Letter of Credit Fees. (a) In lieu of any letter of credit commissions and fees provided for in any L/C Application relating to Letters of Credit (other than standard administrative, administrative issuance, amendment and negotiation fees), the Borrower Company agrees to pay the Administrative Agent a Letter of Credit fee, for the account of the Issuing Lender and the Participating Lenders, (i) with respect to each Standby L/C, on the average outstanding amount available to be drawn under each Standby L/C at a rate per annum equal to the Applicable Margin for Revolving Credit Loans which are Eurodollar Loans in effect at such time, whether or not there are any such Eurodollar Loans outstanding at such time, payable in arrears, on the last day of each fiscal quarter of the Borrower Company and on the Revolving Credit Termination Date and (ii) with respect to each Commercial L/C, on the aggregate face amount of each Commercial L/C at a rate equal to the Applicable Margin for Revolving Credit Loans which are Eurodollar Loans in effect at such time, whether or not there are any such Eurodollar Loans outstanding at such time, payable on the date such Commercial L/C is issued. In addition, the Borrower Company shall pay to the Issuing Lender (i) with respect to each Standby L/C, in arrears on the last day of each fiscal quarter of the Borrower Company and on the Revolving Credit Termination Date with respect to the Revolving Credit Commitments, a fee equal to 0.125be agreed with the applicable Issuing Lender but not greater than 1/4 of 1% per annum on the average outstanding amount available to be drawn under such Standby L/C, solely for its own account as Issuing Lender of such Standby L/C and not on account of its L/C Participating Interest therein and (ii) with respect to each Commercial L/C, on the date such Commercial L/C is issued, a fee to equal to 0.125be agreed with the applicable Issuing Lender but not greater than 1/4 of 1% on the aggregate face amount of such Commercial L/C, solely for its own account as Issuing Lender of such Commercial L/C and not on account of its L/C Participating Interest therein. (b) In connection with any payment of fees pursuant to this subsection 4.118.11, the Administrative Agent agrees to provide to the Borrower Company a statement of any such fees so paid; provided PROVIDED that the failure by the Administrative Agent to provide the Borrower Company with any such invoice shall not relieve the Borrower Company of its obligation to pay such fees. (c) In addition to the foregoing fees, the Borrower shall pay or reimburse the Issuing Lender for any taxes, fees, charges, expenses or other costs as are incurred or charged by the Issuing Lender in issuing, negotiating, effecting payment under, amending or otherwise administering any Letter of Credit.

Letter of Credit Fees. (ai) In lieu of any letter of credit commissions and fees provided for in any L/C Application relating Borrower shall pay to Letters of Credit (other than standard administrative, issuance, amendment and negotiation fees), the Borrower agrees to pay the Administrative Agent a Letter of Credit fee, for the account of the Issuing Lender and the Participating Lenders, (i) each Bank letter of credit fees with respect to each Standby L/C, on the average outstanding amount available to be drawn under each Standby L/C Letters of Credit at a rate per annum equal to (x) in the Applicable Margin for Revolving case of all Letters of Credit Loans other than Marketing Subsidiary Letters of Credit, the L/C Fee Rate on the average daily maximum undrawn face amount of such outstanding Letters of Credit (including any Letters of Credit outstanding after the termination of the Commitments), and (y) in the case of all Letters of Credit which are Eurodollar Loans in effect at Marketing Subsidiary Letters of Credit, the sum of the L/C Fee Rate plus the Marketing L/C Fee Rate on the average daily maximum undrawn face amount of such time, whether or not there are outstanding Marketing Subsidiary Letters of Credit (including any such Eurodollar Loans Letters of Credit outstanding at such timeafter the termination of the Commitments), payable computed in arrears, each case on a quarterly basis in arrears on the last day Business Day of each fiscal calendar quarter of the Borrower and on the Revolving Credit Termination Date and Date. (ii) with respect to each Commercial L/C, on the aggregate face amount of each Commercial L/C at a rate equal to the Applicable Margin for Revolving Credit Loans which are Eurodollar Loans in effect at such time, whether or not there are any such Eurodollar Loans outstanding at such time, payable on the date such Commercial L/C is issued. In addition, the Borrower shall pay to the Issuing Lender (i) with respect to each Standby L/C, in arrears on Administrative Agent for the last day benefit of each fiscal quarter Issuing Agent, as issuer of each Letter of Credit issued by such Issuing Agent, for the Borrower and on the Revolving Credit Termination Date with respect to the Revolving Credit Commitmentssole account of such Issuing Agent, a letter of credit fronting fee equal to 0.125% for each outstanding Letter of Credit issued by such Issuing Agent at the rate per annum on the average outstanding amount available to be drawn under such Standby L/C, solely for its own account as Issuing Lender of such Standby L/C and not on account of its L/C Participating Interest therein and (ii) with respect to each Commercial L/C, on the date such Commercial L/C is issued, a fee to equal to 0.125% on the aggregate average daily maximum undrawn face amount of such Commercial L/Coutstanding Letters of Credit (including any Letters of Credit outstanding after the termination of the Commitments), solely for its own account as Issuing Lender computed on the last Business Day of such Commercial L/C each calendar quarter and not on account of its L/C Participating Interest thereinthe Termination Date. (biii) In connection with any payment The letter of credit fees pursuant payable under Section 3.1(b)(i) and the fronting fees payable under Section 3.1(b)(ii) shall be due and payable quarterly in arrears on the last Business Day of each calendar quarter during which Letters of Credit are outstanding, commencing on the first such quarterly date to this subsection 4.11occur after the Effective Date, and on the Termination Date, and if the Commitments are terminated in whole on an earlier date, the Administrative Agent agrees fee for the period to provide to but not including the Borrower a statement date of any such fees so paid; provided that termination shall be paid in whole on the failure by the Administrative Agent to provide the Borrower with any date of such invoice shall not relieve the Borrower of its obligation to pay such feestermination. (civ) In addition to the foregoing fees, the Borrower shall pay or reimburse to each Issuing Agent from time to time on demand the Issuing Lender for any taxesnormal issuance, presentation, amendment and other processing fees, and other standard costs and charges, expenses or other costs of such Issuing Agent relating to letters of credit as are incurred or charged by the Issuing Lender from time to time in issuing, negotiating, effecting payment under, amending or otherwise administering any Letter of Crediteffect.

Letter of Credit Fees. Quarterly in arrears, on the last day of each March, June, September, and December, commencing on the first such date occurring after the date hereof, and on the Revolving Credit Termination Date, the Borrower shall pay to the L/C Issuer for its own account a fronting fee equal to 0.125% of the face amount of (aor of the increase in the face amount of) In lieu each outstanding Letter of any Credit. Quarterly in arrears, on the last day of each March, June, September, and December, commencing on the first such date occurring after the date hereof, and on the Revolving Credit Termination Date, the Borrower shall pay to the Administrative Agent, for the ratable benefit of the Lenders according to their Revolver Percentages, a letter of credit commissions and fees provided for in any L/C Application relating to Letters of Credit (other than standard administrative, issuance, amendment and negotiation fees), the Borrower agrees to pay the Administrative Agent a Letter of Credit fee, for the account of the Issuing Lender and the Participating Lenders, (i) with respect to each Standby L/C, on the average outstanding amount available to be drawn under each Standby L/C fee at a rate per annum equal to the Applicable Margin for Revolving Credit Loans which are then in effect with respect to Eurodollar Loans in effect at such time, whether or not there are any such Eurodollar Loans outstanding at such time, payable in arrears, under the Revolving Facility (computed on the last basis of a year of 360 days and the actual number of days elapsed) during each day of each fiscal such quarter applied to the daily average face amount of the Borrower and on the Revolving Letters of Credit Termination Date and (iioutstanding during such quarter; provided that while any Event of Default under Section 7.1(a) with respect to each Commercial L/Cthe late payment of principal or interest or Section 7.1(j) or Section 7.1(k) exists or after acceleration, such rate with respect to overdue fees shall increase by 2.00% over the rate otherwise payable and such fee shall be paid on demand of the aggregate face amount Administrative Agent at the request or with the consent of each Commercial L/C at a rate equal the Required Lenders; provided further that no letter of credit fee shall accrue to the Applicable Margin Revolver Percentage of a Defaulting Lender, or be payable for Revolving Credit Loans which are Eurodollar Loans in effect at the benefit of such timeLender, whether or not there are any so long as such Eurodollar Loans outstanding at such time, payable on the date such Commercial L/C is issuedLender shall be a Defaulting Lender. In addition, the Borrower shall pay to the Issuing Lender (i) with respect to each Standby L/C, in arrears on the last day of each fiscal quarter of the Borrower and on the Revolving Credit Termination Date with respect to the Revolving Credit Commitments, a fee equal to 0.125% per annum on the average outstanding amount available to be drawn under such Standby L/C, solely C Issuer for its own account as Issuing Lender of such Standby the L/C Issuer’s standard drawing, negotiation, amendment, transfer and not on account other administrative fees for each Letter of its Credit. Such standard fees referred to in the preceding sentence may be established by the L/C Participating Interest therein and (ii) with respect Issuer from time to each Commercial L/C, on the date such Commercial L/C is issued, a fee to equal to 0.125% on the aggregate face amount of such Commercial L/C, solely for its own account as Issuing Lender of such Commercial L/C and not on account of its L/C Participating Interest thereintime. (b) In connection with any payment of fees pursuant to this subsection 4.11, the Administrative Agent agrees to provide to the Borrower a statement of any such fees so paid; provided that the failure by the Administrative Agent to provide the Borrower with any such invoice shall not relieve the Borrower of its obligation to pay such fees. (c) In addition to the foregoing fees, the Borrower shall pay or reimburse the Issuing Lender for any taxes, fees, charges, expenses or other costs as are incurred or charged by the Issuing Lender in issuing, negotiating, effecting payment under, amending or otherwise administering any Letter of Credit.

Letter of Credit Fees. (1) The Borrower shall pay letter of credit fees as follows: (a) In lieu of any A per annum letter of credit commissions and fees provided for in any L/C Application relating to Letters of Credit (other than standard administrative, issuance, amendment and negotiation fees), the Borrower agrees to pay the Administrative Agent a Letter of Credit fee, for the account of the Issuing Lender and the Participating Lenders, (i) with respect to each Standby L/C, on the average outstanding amount available to be drawn under each Standby L/C at a rate per annum equal to the Applicable Margin for Revolving Credit Loans which are Eurodollar Loans in effect at such time, whether or not there are any such Eurodollar Loans outstanding at such time, payable in arrears, on the last day of each fiscal quarter of the Borrower and on the Revolving Credit Termination Date and (ii) with respect to each Commercial L/C, on the aggregate face amount of each Commercial L/C at a rate equal to the Applicable Margin for Revolving Credit Loans which are Eurodollar Loans in effect at such time, whether or not there are any such Eurodollar Loans outstanding at such time, payable on the date such Commercial L/C is issued. In addition, the Borrower shall pay to the Issuing Lender (i) with respect to each Standby L/C, in arrears on the last day of each fiscal quarter of the Borrower and on the Revolving Credit Termination Date fee with respect to the undrawn amount of each Letter of Credit issued pursuant hereto (based on the amount of each Letter of Credit) in the amount of the Applicable Fee Percentage (determined with reference to Schedule 1.1(11) to this Agreement) shall be paid to the Agent for distribution to the Revolving Credit Commitments, a fee equal to 0.125% per annum on the average outstanding amount available to be drawn under such Standby L/C, solely for its own account as Issuing Lender of such Standby L/C and not on account of its L/C Participating Interest therein and (ii) Lenders in accordance with respect to each Commercial L/C, on the date such Commercial L/C is issued, a fee to equal to 0.125% on the aggregate face amount of such Commercial L/C, solely for its own account as Issuing Lender of such Commercial L/C and not on account of its L/C Participating Interest thereintheir Revolving Credit Percentages. (b) In connection with any payment A letter of fees pursuant to this subsection 4.11, credit facing fee on the Administrative Agent agrees to provide face amount of each Letter of Credit shall be paid to the Borrower a statement of any such fees so paid; provided that the failure by the Administrative Agent for distribution to provide the Borrower with any such invoice shall not relieve the Borrower of its obligation to pay such fees. (c) In addition to the foregoing fees, the Borrower shall pay or reimburse the Issuing Lender for any taxes, fees, charges, expenses or other costs as are incurred or charged its own account based upon the Applicable Margin. (2) All payments by the Borrower to the Agent for distribution to the Issuing Lender or the Revolving Credit Lenders under this Section 3.4 shall be made in issuingUS Dollars, negotiatingCanadian Dollars or EUR in immediately available funds at the Issuing Office or such other office of the Agent as may be designated from time to time by written notice to the Borrower by the Agent. The fees described in clauses (a)(i) and (ii) above (i) shall be non-refundable under all circumstances, effecting payment under(ii) in the case of fees due under clause (a)(i) above, amending or otherwise administering any shall be payable quarterly in advance on the first day of March, June, September and December) and (iii) in the case of fees due under clause (a)(ii) above, shall be payable upon the issuance of such Letter of CreditCredit and quarterly in advance thereafter. The fees due under clause (a)(i) above shall be determined by multiplying the Applicable Fee Percentage times the undrawn amount of the face amount of each such Letter of Credit on the date of determination, and shall be calculated on the basis of a 360 day year and assessed for the actual number of days from the date of the issuance thereof to the stated expiration thereof. The parties hereto acknowledge that, unless the Issuing Lender otherwise agrees, any increase to the face amount or extension of a Letter of Credit issued hereunder shall be treated as a new Letter of Credit for the purposes of the letter of credit facing fee.

Letter of Credit Fees. (a) In lieu of any letter of credit commissions and fees provided for in any L/C Application relating to Letters of Credit (other than standard administrative, issuance, amendment and negotiation fees), the The Borrower agrees to pay to the Administrative Agent a Letter of Credit fee, for the account of the Issuing each Revolving Lender and the Participating Lenders, (i) a letter of credit fee with respect to each Standby L/C, on Letter of Credit issued by the average outstanding amount available to be drawn under each Standby L/C Issuing Bank at a rate per annum equal to the Applicable Margin for Revolving Credit SOFR Loans which are Eurodollar Loans in effect at such time, whether or not there are any such Eurodollar Loans outstanding at such time, payable in arrears, on times the last day daily average Stated Amount of each fiscal quarter Letter of Credit for the Borrower period from and on including the Revolving date of issuance of such Letter of Credit Termination Date (i) to and including the date such Letter of Credit expires or is cancelled or terminated or (ii) with respect to each Commercial L/C, on the aggregate face amount of each Commercial L/C at a rate equal to the Applicable Margin for Revolving Credit Loans which are Eurodollar Loans in effect at such time, whether or not there are any such Eurodollar Loans outstanding at such time, payable on but excluding the date such Commercial L/C Letter of Credit is issueddrawn in full. In additionaddition to such fees, the Borrower shall pay to the Administrative Agent solely for Issuing Lender 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) with respect to each Standby L/C, in arrears quarterly on the last first (1st) day of each fiscal quarter 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)) 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, charges, costs and on expenses in the Revolving Credit Termination Date amounts customarily charged or incurred by the Issuing Bank from time to time in like circumstances with respect to the Revolving Credit Commitmentsissuance, a fee equal to 0.125% per annum on the average outstanding amount available to be drawn under such Standby L/Camendment, solely for its own account as Issuing Lender renewal or extension of such Standby L/C and not on account of its L/C Participating Interest therein and (ii) with respect to each Commercial L/C, on the date such Commercial L/C is issued, a fee to equal to 0.125% on the aggregate face amount of such Commercial L/C, solely for its own account as Issuing Lender of such Commercial L/C and not on account of its L/C Participating Interest therein. (b) In connection with any payment of fees pursuant to this subsection 4.11, the Administrative Agent agrees to provide to the Borrower a statement of any such fees so paid; provided that the failure by the Administrative Agent to provide the Borrower with any such invoice shall not relieve the Borrower of its obligation to pay such fees. (c) In addition to the foregoing fees, the Borrower shall pay or reimburse the Issuing Lender for any taxes, fees, charges, expenses or other costs as are incurred or charged by the Issuing Lender in issuing, negotiating, effecting payment under, amending or otherwise administering any Letter of CreditCredit or any other transaction relating thereto.

Letter of Credit Fees. (a) In lieu of any letter of credit commissions and fees provided for in any L/C Application relating The Issuing Bank shall have the right to Letters of Credit (other than standard administrative, issuance, amendment and negotiation fees), the Borrower agrees to pay the Administrative Agent a Letter of Credit fee, for the account of the Issuing Lender and the Participating Lenders, (i) with respect to each Standby L/C, on the average outstanding amount available to be drawn under each Standby L/C at a rate per annum equal to the Applicable Margin for Revolving Credit Loans which are Eurodollar Loans in effect at such time, whether or not there are any such Eurodollar Loans outstanding at such time, payable in arrears, on the last day of each fiscal quarter of the Borrower and on the Revolving Credit Termination Date and (ii) with respect to each Commercial L/C, on the aggregate face amount of each Commercial L/C at a rate equal to the Applicable Margin for Revolving Credit Loans which are Eurodollar Loans in effect at such time, whether or not there are any such Eurodollar Loans outstanding at such time, payable on the date such Commercial L/C is issued. In addition, the Borrower shall pay to the Issuing Lender (i) with respect to each Standby L/C, in arrears on the last day of each fiscal quarter of the Borrower and on the Revolving Credit Termination Date with respect to the Revolving Credit Commitments, a fee equal to 0.125% per annum on the average outstanding amount available to be drawn under such Standby L/Creceive, solely for its own account as Issuing Lender of such Standby L/C account, and not Borrowers shall pay on account of its L/C Participating Interest therein and (ii) demand with respect to each Commercial L/Cany Letter of Credit the Issuing Bank’s reasonable and customary administrative, on the date such Commercial L/C is issuedissuance, a fee to equal to 0.125% on the aggregate face amount amendment, drawing and negotiation charges in connection with letters of such Commercial L/C, solely credit. The Issuing Bank shall also be paid for its own account as a fronting fee which shall accrue at the per annum rate set forth in the Fee Letter or in another agreement between the Borrowers and the Issuing Lender Bank on the average daily amount of the LC Exposure (excluding any portion thereof attributable to Unreimbursed LC Disbursements) attributable to Letters of Credit outstanding during the Availability Period (“Fronting Fee”). The Fronting Fee shall be payable to the Issuing Bank quarterly in arrears on the first day of each quarter following the Closing Date. For each day during (i) the period beginning on the date of this Agreement and ending September 30, 2024, (ii) each full fiscal quarter thereafter during the term of this Agreement and (iii) the period beginning on the first day of the fiscal quarter containing the Revolving Credit Maturity Date and ending on the day before the Revolving Credit Maturity Date, the Borrowers shall pay, on the first Business Day following each such Commercial L/C and not on fiscal quarter or other time period, to the Agent for the account of its L/C Participating Interest thereineach Lender participating in such Letters of Credit a non-refundable letter of credit fee equal to such Lender’s Applicable Percentage, on such day, of the product obtained by multiplying (A) that portion of LC Exposure representing the aggregate Available Amount of Letters of Credit on such day first by (B) the Applicable Margin then in effect for SOFR Loans and then by (C) 1/360. (b) In connection with any payment of fees pursuant to this subsection 4.11, the Administrative Agent agrees to provide to the Borrower a statement of any such fees so paid; provided that the failure by the Administrative Agent to provide the Borrower with any such invoice shall not relieve the Borrower of its obligation to pay such fees. (c) In addition to the foregoing fees, the Borrower shall pay or reimburse the Issuing Lender for any taxes, fees, charges, expenses or other costs as are incurred or charged by the Issuing Lender in issuing, negotiating, effecting payment under, amending or otherwise administering any Letter of Credit.

Letter of Credit Fees. (a) In lieu of any letter of credit commissions and fees provided for in any L/C Application relating to Letters of Credit (other than standard administrative, issuance, amendment and negotiation fees)From the Effective Date, the Borrower agrees to Borrowers shall pay the Administrative Agent a Letter of Credit fee, for the account of the Issuing Lender and the Participating Lenders, (i) all Revolving Lenders that are not Defaulting Lenders with respect to which any Issuing Lender has exercised the right to require Cash Collateralization pursuant to Section 4.13 from the Borrowers or such Defaulting Lender (based upon their respective Percentages) a fee for each Standby L/C, on Letter of Credit from the average outstanding date of issuance to the date of termination in an amount available to be drawn under each Standby L/C at a rate per annum equal to the Applicable Margin for Revolving Credit Loans which are Eurodollar Loans in effect at such time, whether or not there are any such Eurodollar Loans outstanding at such time, payable in arrears, on LIBOR per annum multiplied by the last day of each fiscal quarter of the Borrower and on the Revolving Credit Termination Date and (ii) with respect to each Commercial L/C, on the aggregate face amount of each Commercial L/C at a rate equal such Letter of Credit, calculated for the actual number of days elapsed. Such fee shall be payable to Administrative Agent for the Applicable Margin for benefit of all Lenders committed to make Revolving Credit Loans which are Eurodollar Loans in effect at such time, whether or not there are any such Eurodollar Loans outstanding at such time, payable on the date such Commercial L/C (based upon their respective Percentages). Such fee is issued. In addition, the Borrower shall pay to the Issuing Lender (i) with respect to each Standby L/C, be paid quarterly in arrears on the last day of each fiscal calendar quarter and the termination of the Borrower and on the Revolving Credit Termination Date with Letter of Credit. With respect to each Letter of Credit, Borrower shall also pay Administrative Agent, for the Revolving Credit Commitmentsbenefit of the Issuing Lender issuing such Letter of Credit, a an issuance fee equal to the greater of (a) $1,000, or (b) 0.125% per annum on of the average outstanding amount available to be drawn under such Standby L/C, solely for its own account as Issuing Lender of such Standby L/C and not on account of its L/C Participating Interest therein and (ii) with respect to each Commercial L/C, on the date such Commercial L/C is issued, a fee to equal to 0.125% on the aggregate face amount of such Commercial L/CLetter of Credit, solely for which amount shall be paid upon the date of issuance and, if the expiration date of such Letter of Credit is later than one (1) year from its own account date of issuance, upon each anniversary of the date of issuance during the term of such Letter of Credit, as well as such Issuing Lender’s then in effect customary administrative fees and administrative expenses payable with respect to such Letter of Credit as such Issuing Lender may generally charge or incur from time to time in connection with the issuance, maintenance, amendment (if any), renewal, extension, assignment or transfer (if any), negotiation or administration of such Commercial L/C and not on account of its L/C Participating Interest therein. (b) In connection with any payment of fees pursuant to this subsection 4.11, the Administrative Agent agrees to provide to the Borrower a statement of any such fees so paid; provided that the failure by the Administrative Agent to provide the Borrower with any such invoice shall not relieve the Borrower of its obligation to pay such fees. (c) In addition to the foregoing fees, the Borrower shall pay or reimburse the Issuing Lender for any taxes, fees, charges, expenses or other costs as are incurred or charged by the Issuing Lender in issuing, negotiating, effecting payment under, amending or otherwise administering any Letter of Credit.

Letter of Credit Fees. (a) In lieu of any letter of credit commissions and fees provided for in any L/C Application relating to Letters of Credit (other than standard administrative, issuance, amendment and negotiation fees), the Borrower agrees to pay the Administrative Agent a Letter following amounts with respect to Letters of Credit fee, for the account of the Issuing Lender and the Participating Lenders, issued hereunder: (i) with respect to each Standby L/CLetter of Credit, on the average outstanding amount available to be drawn under each Standby L/C at (a) a rate per annum equal fronting fee, payable directly to the Applicable Margin for Revolving Credit Loans which are Eurodollar Loans in effect at such time, whether or not there are any such Eurodollar Loans outstanding at such time, payable in arrears, on the last day of each fiscal quarter of the Borrower and on the Revolving Credit Termination Date and (ii) with respect to each Commercial L/C, on the aggregate face amount of each Commercial L/C at a rate equal to the Applicable Margin for Revolving Credit Loans which are Eurodollar Loans in effect at such time, whether or not there are any such Eurodollar Loans outstanding at such time, payable on the date such Commercial L/C is issued. In addition, the Borrower shall pay to the applicable Issuing Lender (i) with respect to each Standby L/Cfor its own account, in arrears on the last day of each fiscal quarter of the Borrower and on the Revolving Credit Termination Date with respect to the Revolving Credit Commitments, a fee equal to 0.125% per annum on MULTIPLIED BY the average outstanding daily amount available to be drawn under such Standby L/CLetter of Credit and (b) a letter of credit fee, solely payable to Administrative Agent for its own account as Issuing Lender of such Standby L/C and not on the account of its L/C Participating Interest therein Lenders, equal to the Applicable Tranche A LIBOR Margin MINUS 0.125% per annum MINUS the Applicable Commitment Fee Percentage MULTIPLIED BY the daily amount available to be drawn under such Letter of Credit, each such fronting fee or letter of credit fee to be payable in arrears on and to (but excluding) each March 31, June 30, September 30 and December 31 of each year and on the Revolving Loan Commitment Termination Date, in each case computed on the basis of a 365-day or 366-day year, as the case may be, for the actual number of days elapsed; and (ii) with respect to the issuance, amendment or transfer of each Commercial L/CLetter of Credit and each payment of a drawing made thereunder (without duplication of the fees payable under clause (i) above), on customary documentary and processing charges payable directly to the date such Commercial L/C is issued, a fee to equal to 0.125% on the aggregate face amount of such Commercial L/C, solely applicable Issuing Lender for its own account as in accordance with such Issuing Lender Lender's standard schedule for such charges in effect at the time of such Commercial L/C and not on account issuance, amendment, transfer or payment, as the case may be. For purposes of its L/C Participating Interest therein. calculating any fees payable under clause (bi) In connection with any payment of fees pursuant to this subsection 4.11, 3.2 the Administrative Agent agrees daily amount available to provide to the Borrower a statement of any such fees so paid; provided that the failure by the Administrative Agent to provide the Borrower with any such invoice shall not relieve the Borrower of its obligation to pay such fees. (c) In addition to the foregoing fees, the Borrower shall pay or reimburse the Issuing Lender for any taxes, fees, charges, expenses or other costs as are incurred or charged by the Issuing Lender in issuing, negotiating, effecting payment under, amending or otherwise administering be drawn under any Letter of CreditCredit shall be determined as of the close of business on any date of determination. Promptly upon receipt by Administrative Agent of any amount described in clause (i)(b) of this subsection 3.2, Administrative Agent shall distribute to each Lender its Pro Rata Share of such amount.

Letter of Credit Fees. (a) In lieu of any letter of credit commissions and fees provided for in any L/C Application relating Company agrees to pay the following amounts with respect to Letters of Credit (other than standard administrative, issuance, amendment and negotiation fees), the Borrower agrees to pay the Administrative Agent a Letter of Credit fee, for the account of the Issuing Lender and the Participating Lenders, issued hereunder: (i) with respect to each Standby L/CLetter of Credit, on (a) a fronting fee, payable directly to the average outstanding applicable Issuing Lender for its own account, equal to the greater of (x) $350 and (y) 0.25% per annum of the daily amount available to be drawn under each such Standby L/C at Letter of Credit and (b) a rate per annum letter of credit fee, payable to Agent for the account of Lenders, equal to the Applicable LIBOR Rate Margin for Revolving Credit Loans which are Eurodollar Loans in effect at per annum of the daily amount available to be drawn under such timeStandby Letter of Credit, whether each such fronting fee or not there are any such Eurodollar Loans outstanding at such time, letter of credit fee to be payable in arrearsarrears on and to (but excluding) each March 31, June 30, September 30 and December 31 of each year and computed on the last basis of a 360-day year for the actual number of each fiscal quarter of the Borrower and on the Revolving Credit Termination Date and days elapsed; (ii) with respect to each Commercial L/CLetter of Credit, on (a) an issuance fee in an amount equal to one-eighth of one percent (1/8 of 1%) of the aggregate face amount of each such Commercial L/C at a rate equal to Letter of Credit, with the Applicable Margin minimum issuance fee being an amount in accordance with the Issuing Lender's standard schedule for Revolving Credit Loans which are Eurodollar Loans such charges in effect at the time of such time, whether or not there are any such Eurodollar Loans outstanding at such timeissuance, payable on to Issuing Lender for its own account, or, with respect to any Commercial Letter of Credit in an amount of $250,000 or more, for the date account of Lenders, upon the issuance of such Commercial L/C is issued. In additionLetter of Credit, (b) in the Borrower shall pay case of a sight draft presented to Issuing Lender, a negotiation commission in an amount equal to one-eighth of one percent (1/8 of 1%) of the face amount of such draft, with the minimum such commission being an amount in accordance with the Issuing Lender's standard schedule for such charges in effect at the time of such presentation, payable to Issuing Lender for its own account, or, with respect to any Commercial Letter of Credit in an amount of $250,000 or more, for the account of Lenders, upon the giving of notice by the Issuing Lender to Company that Issuing Lender has paid such draft, and (ic) in the case of any amendment requested by Company with respect to an outstanding Commercial Letter of Credit (other than an amendment that increases the face amount of such outstanding Commercial Letter of Credit, the fee with respect to which shall be computed in the same manner as an issuance fee under clause (a) above with respect to such incremental amount, with the minimum fee being an amount in accordance with the Issuing Lender's standard schedule for such charges in effect at the time of such amendment), an amendment fee in an amount in accordance with the Issuing Lender's standard schedule for such charges in effect at the time of such amendment, payable to Issuing Lender for its own account upon the issuance of such amendment; and (iii) with respect to each Standby L/Cthe issuance, in arrears on the last day amendment or transfer of each fiscal quarter Letter of Credit and each payment of a drawing made thereunder (without duplication of the Borrower fees payable under clauses (i) and on the Revolving Credit Termination Date with respect (ii) above), documentary and processing charges payable directly to the Revolving Credit Commitmentsapplicable Issuing Lender for its own account in accordance with such Issuing Lender's standard schedule for such charges in effect at the time of such issuance, a fee equal to 0.125% per annum on amendment, transfer or payment, as the average outstanding case may be. For purposes of calculating any fees payable under clauses (i) and (ii) of this subsection 3.2, (1) the daily amount available to be drawn under such Standby L/C, solely for its own account as Issuing Lender of such Standby L/C and not on account of its L/C Participating Interest therein and (ii) with respect to each Commercial L/C, on the date such Commercial L/C is issued, a fee to equal to 0.125% on the aggregate face amount of such Commercial L/C, solely for its own account as Issuing Lender of such Commercial L/C and not on account of its L/C Participating Interest therein. (b) In connection with any payment of fees pursuant to this subsection 4.11, the Administrative Agent agrees to provide to the Borrower a statement of any such fees so paid; provided that the failure by the Administrative Agent to provide the Borrower with any such invoice shall not relieve the Borrower of its obligation to pay such fees. (c) In addition to the foregoing fees, the Borrower shall pay or reimburse the Issuing Lender for any taxes, fees, charges, expenses or other costs as are incurred or charged by the Issuing Lender in issuing, negotiating, effecting payment under, amending or otherwise administering any Letter of CreditCredit shall be determined as of the close of business on any date of determination and (2) any amount described in such clauses which is denominated in a currency other than Dollars shall be valued based on the applicable Exchange Rate for such currency as of the applicable date of determination. Promptly upon receipt by Agent of any amount described in clause (i)(b) or (ii)(b) of this subsection 3.2, Agent shall distribute to each Lender its Pro Rata Share of such amount.

Letter of Credit Fees. (ai) In lieu of any The Borrower shall pay letter of credit commissions and fees provided for in any L/C Application relating to Letters of Credit as follows: (other than standard administrative, issuance, amendment and negotiation fees), the Borrower agrees to pay the Administrative Agent a Letter of Credit fee, for the account of the Issuing Lender and the Participating Lenders, (iA) A participation fee with respect to each Standby L/CLender’s participations in Letters of Credit, which shall accrue at the same Applicable Margin used to determine the interest rate applicable to Term Benchmark Revolving Credit Loans on the average outstanding daily amount available of such Lender’s Letter of Credit Obligations (excluding any portion thereof attributable to unreimbursed Letter of Credit Payments) during the period from and including the Effective Date to but excluding the later of the date on which such Lender’s Commitment terminates and the date on which such Lender ceases to have any Letter of Credit Obligations, shall be drawn under each Standby L/C at a rate per annum equal paid to the Applicable Margin Administrative Agent for Revolving Credit Loans which are Eurodollar Loans in effect at such time, whether or not there are any such Eurodollar Loans outstanding at such time, payable in arrears, on the last day of each fiscal quarter of the Borrower and on the Revolving Credit Termination Date and (ii) with respect to each Commercial L/C, on the aggregate face amount of each Commercial L/C at a rate equal to the Applicable Margin for Revolving Credit Loans which are Eurodollar Loans in effect at such time, whether or not there are any such Eurodollar Loans outstanding at such time, payable on the date such Commercial L/C is issued. In addition, the Borrower shall pay to the Issuing Lender (i) with respect to each Standby L/C, in arrears on the last day of each fiscal quarter of the Borrower and on the Revolving Credit Termination Date with respect distribution to the Revolving Credit CommitmentsLenders in accordance with their Applicable Revolving Credit Percentages, a including without limitation as adjusted pursuant to Section 4.02(b)(iii). (B) A letter of credit fronting fee equal to in the amount of 0.125% per annum on the average outstanding face amount available of each Letter of Credit during the period from and including the Effective Date to but excluding the later of the date of termination of the Commitments and the date on which there ceases to be drawn under such Standby L/Cany Letter of Credit Obligations (but in no event less than $500 per annum), solely shall be paid to the Administrative Agent for distribution to each Issuing Bank for its own account account. (ii) All payments by the Borrower to the Administrative Agent for distribution to an Issuing Bank or the Revolving Credit Lenders under this Section 2.07(d) shall be made in Dollars in immediately available funds at the Issuing Office or such other office of the Administrative Agent as Issuing Lender may be designated from time to time by written notice to Borrower by the Administrative Agent. The fees described in Section 2.07(d)(i)(A) and (B) above (i) accrued through and including the last day of March, June, September and December of each year shall be payable on the third Business Day following such Standby L/C last day, commencing on the first such date to occur after the Effective Date; provided that all such fees shall be payable on the date on which the Aggregate Maximum Credit Amount terminates and not any such fees accruing after the date on account of its L/C Participating Interest therein which the Aggregate Maximum Credit Amount terminates shall be payable on demand and (ii) with respect shall be nonrefundable under all circumstances subject to each Commercial L/C, Section 12.12. All participation fees and fronting fees shall be computed on the date such Commercial L/C is issued, basis of a fee to equal to 0.125% on year of 360 days and shall be payable for the aggregate face amount actual number of such Commercial L/C, solely for its own account as Issuing Lender of such Commercial L/C and not on account of its L/C Participating Interest thereindays elapsed (including the first day but excluding the last day). (b) In connection with any payment of fees pursuant to this subsection 4.11, the Administrative Agent agrees to provide to the Borrower a statement of any such fees so paid; provided that the failure by the Administrative Agent to provide the Borrower with any such invoice shall not relieve the Borrower of its obligation to pay such fees. (c) In addition to the foregoing fees, the Borrower shall pay or reimburse the Issuing Lender for any taxes, fees, charges, expenses or other costs as are incurred or charged by the Issuing Lender in issuing, negotiating, effecting payment under, amending or otherwise administering any Letter of Credit.

Letter of Credit Fees. (a) In lieu of any letter of credit commissions The Borrowers jointly and fees provided for in any L/C Application relating severally agree to pay the following amounts with respect to Letters of Credit issued by any Issuer: (other than standard administrative, issuance, amendment and negotiation fees), i) to the Borrower agrees to pay the Revolving Administrative Agent a Letter of Credit fee, for the account of the Issuing Lender and the Participating Lenderseach Issuer of a Letter of Credit, (i) with respect to each Standby L/CLetter of Credit issued by such Issuer, on an issuance fee of 0.50% per annum (“Fronting Fees”) of the average outstanding daily maximum amount available to be drawn under such Letter of Credit (in the case of Letters of Credit denominated in a currency other than Dollars, based on the Dollar Equivalent of such amount on the last Business Day of such calendar quarter), payable in arrears (A) no later than the fifth Business Day after the date on which the Borrowers receive an invoice for the amount of the Fronting Fees due and payable for the period and (B) on the Revolving Termination Date; (ii) to the Revolving Administrative Agent for the account and ratable benefit of the Revolving Lenders (except for any Defaulting Lender that has not provided cash collateral satisfactory to the applicable Issuers pursuant to Section 2.7(n)), with respect to each Standby L/C Letter of Credit (but excluding that portion of any such Letter of Credit that has been cash collateralized by the Borrowers pursuant to Section 2.7(n) as a result of any Defaulting Lender), a fee (the “Letter of Credit Participation Fee”) accruing at a rate per annum equal to the Applicable Margin for Revolving Credit Loans which are Eurodollar Loans in effect at such time, whether or not there are any such Eurodollar Loans outstanding at such time, payable in arrears, 10.00% on the last day of each fiscal quarter of the Borrower and on the Revolving Credit Termination Date and (ii) with respect to each Commercial L/C, on the aggregate face amount of each Commercial L/C at a rate equal to the Applicable Margin for Revolving Credit Loans which are Eurodollar Loans in effect at such time, whether or not there are any such Eurodollar Loans outstanding at such time, payable on the date such Commercial L/C is issued. In addition, the Borrower shall pay to the Issuing Lender (i) with respect to each Standby L/C, in arrears on the last day of each fiscal quarter of the Borrower and on the Revolving Credit Termination Date with respect to the Revolving Credit Commitments, a fee equal to 0.125% per annum on the average outstanding daily maximum amount available to be drawn under such Standby L/CLetter of Credit (in any case, solely for its own account as Issuing Lender in the case of any Letter of Credit denominated in a currency other than Dollars, based on the Dollar Equivalent of such Standby L/C amount on the last Business Day of such calendar quarter) payable in arrears (x) no later than the fifth Business Day after the date on which the Borrowers receive an invoice for the amount of the Letter of Credit Participation Fees due and not on account of its L/C Participating Interest therein payable for the period and (iiy) with respect to each Commercial L/C, on the date Revolving Termination Date, as applicable; provided, however, that during the continuance of an Event of Default, such Commercial L/C is issuedfee shall be increased by 2.00% per annum and shall be payable on demand upon the election of the Requisite Revolving Lenders (except, a fee to equal to 0.125% on the aggregate face amount in each case, if an Event of Default has occurred under Section 9.1(a) or (f), in which case such Commercial L/C, solely for its own account as Issuing Lender of such Commercial L/C and not on account of its L/C Participating Interest therein.increase shall be immediate); and (biii) In connection with any payment of fees pursuant to this subsection 4.11, the Administrative Agent agrees to provide to the Borrower a statement Issuer of any such fees so paid; provided that the failure by the Administrative Agent to provide the Borrower with any such invoice shall not relieve the Borrower of its obligation to pay such fees. (c) In addition to the foregoing fees, the Borrower shall pay or reimburse the Issuing Lender for any taxes, fees, charges, expenses or other costs as are incurred or charged by the Issuing Lender in issuing, negotiating, effecting payment under, amending or otherwise administering any Letter of Credit, with respect to the Issuance, amendment or transfer of each Letter of Credit and each drawing made thereunder, documentary and processing charges in accordance with such Issuer’s standard schedule for such charges in effect at the time of Issuance, amendment, transfer or drawing, as the case may be.

Letter of Credit Fees. (i) The Borrowers agree to pay (a) In lieu to the Administrative Agent for the pro rata benefit of any the Tranche A Lenders a per annum letter of credit commissions and fees provided fee for in any L/C Application relating to Letters of Credit (other than standard administrative, issuance, amendment and negotiation fees), the Borrower agrees to pay the Administrative Agent a each Tranche A Letter of Credit fee, issued hereunder in an amount equal to the greater of (1) the Applicable Margin then in effect for Eurodollar Rate Advances times the account of the Issuing Lender and the Participating Lenders, (i) with respect to each Standby L/C, on the average outstanding daily maximum amount available to be drawn under such Tranche A Letter of Credit and (2) $1,000.00, and (b) to the Issuing Lender, a fronting fee for each Standby L/C at a rate per annum Tranche A Letter of Credit equal to the Applicable Margin greater of (1) .10% per annum times the daily maximum amount available to be drawn under such Tranche A Letter of Credit and (2) $500.00. Each such fee shall be computed on a quarterly basis in arrears and be due and payable on the last day of each March, June, September, and December commencing March 31, 2006. (ii) The Borrowers agree to pay (a) to the Administrative Agent for Revolving the pro rata benefit of the Tranche B Lenders a per annum letter of credit fee for the Tranche B Letter of Credit Loans which are Eurodollar Loans in effect at an amount equal to the greater of (1) 1.50% per annum times the face amount of the Tranche B Letter of Credit for the period the Tranche B Letter of Credit is to be outstanding and (2) $1,000.00 and (b) to the Issuing Lender, a fronting fee for the Tranche B Letter of Credit equal to the greater of (1) .10% per annum times the face amount of the Tranche B Letter of Credit for the period the Tranche B Letter of Credit is to be outstanding and (2) $500.00. Each such timefee shall be computed on a quarterly basis in advance and be due and payable on the date of such issuance, whether or not there are any such Eurodollar Loans outstanding at such time, payable in arrearsand thereafter, on the last day of each fiscal quarter March, June, September, and December, commencing with the first of such dates to occur after the issuance of the Borrower and on the Revolving Credit Termination Date and Tranche B Letter of Credit. (iiiii) with respect The Borrowers also agree to each Commercial L/C, on the aggregate face amount of each Commercial L/C at a rate equal to the Applicable Margin for Revolving Credit Loans which are Eurodollar Loans in effect at such time, whether or not there are any such Eurodollar Loans outstanding at such time, payable on the date such Commercial L/C is issued. In addition, the Borrower shall pay to the Issuing Lender (i) with respect to each Standby L/C, in arrears on the last day of each fiscal quarter of the Borrower such other usual and on the Revolving Credit Termination Date with respect to the Revolving Credit Commitments, a fee equal to 0.125% per annum on the average outstanding amount available to be drawn under such Standby L/C, solely for its own account as Issuing Lender of such Standby L/C and not on account of its L/C Participating Interest therein and (ii) with respect to each Commercial L/C, on the date such Commercial L/C is issued, a fee to equal to 0.125% on the aggregate face amount of such Commercial L/C, solely for its own account as Issuing Lender of such Commercial L/C and not on account of its L/C Participating Interest therein. (b) In connection customary fees associated with any payment of fees pursuant to this subsection 4.11transfers, the Administrative Agent agrees to provide to the Borrower a statement amendments, drawings, negotiations or reissuances of any such fees so paid; provided that the failure by the Administrative Agent to provide the Borrower with any such invoice shall not relieve the Borrower of its obligation to pay such fees. (c) In addition to the foregoing fees, the Borrower shall pay or reimburse the Issuing Lender for any taxes, fees, charges, expenses or other costs as are incurred or charged by the Issuing Lender in issuing, negotiating, effecting payment under, amending or otherwise administering any Letter Letters of Credit.

Letter of Credit Fees. (a) In lieu of any letter of credit commissions Borrowers jointly and fees provided for in any L/C Application relating to Letters of Credit (other than standard administrative, issuance, amendment and negotiation fees), the Borrower agrees severally agree to pay the Administrative Agent a Letter of Credit fee, for the account of the Issuing Lender and the Participating Lenders, (i) following amounts with respect to each Standby L/C, on the average outstanding amount available to be drawn under each Standby L/C at a rate per annum equal to the Applicable Margin for Revolving Credit Loans which are Eurodollar Loans in effect at such time, whether or not there are any such Eurodollar Loans outstanding at such time, payable in arrears, on the last day Letter of each fiscal quarter of the Borrower and on the Revolving Credit Termination Date and (ii) with respect to each Commercial L/C, on the aggregate face amount of each Commercial L/C at a rate equal to the Applicable Margin for Revolving Credit Loans which are Eurodollar Loans in effect at such time, whether or not there are any such Eurodollar Loans outstanding at such time, payable on the date such Commercial L/C is issued. In addition, the Borrower shall pay to the Issuing Lender Credit: (i) with respect to each Standby L/Ca fronting fee, in arrears on the last day of each fiscal quarter of the Borrower and on the Revolving Credit Termination Date with respect payable directly to the Revolving Credit Commitmentsapplicable Issuing Lender for its own account, a fee equal to 0.125(a) the greater of (X) $500 and (Y) 0.25% per annum on of the average outstanding daily amount available to be drawn under such Standby L/CLetter of Credit, solely plus (b) an annual fee of $1,500, and (ii) a letter of credit fee, payable to Administrative Agent for the account of Lenders, equal to 2.50% per annum (expressed as a daily rate) multiplied by the daily amount available to be drawn under such Letter of Credit, each such fronting fee and letter of credit fee to be payable in arrears on and to (but excluding) the last day of each month and computed on the basis of a 360-day year, for the actual number of days elapsed, except that the annual fee referred to in clause (i)(b) shall be payable in advance on the date of issuance of such Letter of Credit and on each anniversary thereof; and with respect to the issuance, amendment or transfer of each Letter of Credit and each payment of a drawing made thereunder (without duplication of the fees payable under clauses (i) and (ii) above), Borrowers jointly and severally agree to pay documentary and processing charges payable directly to the applicable Issuing Lender for its own account as in accordance with such Issuing Lender Lender's standard schedule for such charges in effect at the time of such Standby L/C and not issuance, amendment, transfer or payment, as the case may be. For purposes of calculating any fees payable under this subsection 3.2, the daily amount available to be drawn under any Letter of Credit shall be determined as of the close of business on account any date of its L/C Participating Interest therein and determination. Promptly upon receipt by Administrative Agent of any amount described in clause (ii) of this subsection 3.2 with respect to each Commercial L/C, on the date such Commercial L/C is issued, a fee to equal to 0.125% on the aggregate face amount of such Commercial L/C, solely for its own account as Issuing Lender of such Commercial L/C and not on account of its L/C Participating Interest therein. (b) In connection with any payment of fees pursuant to this subsection 4.11, the Administrative Agent agrees to provide to the Borrower a statement of any such fees so paid; provided that the failure by the Administrative Agent to provide the Borrower with any such invoice shall not relieve the Borrower of its obligation to pay such fees. (c) In addition to the foregoing fees, the Borrower shall pay or reimburse the Issuing Lender for any taxes, fees, charges, expenses or other costs as are incurred or charged by the Issuing Lender in issuing, negotiating, effecting payment under, amending or otherwise administering any Letter of Credit, Administrative Agent shall distribute to each Lender its Pro Rata Share of such amount. All fees referenced in this subsection 3.2 shall be earned when payable and shall be non-refundable. Upon the occurrence and during the continuation of any Event of Default, all fees set forth in this subsection 3.2 shall accrue at a rate that is 2.00% per annum in excess of the rate otherwise set forth in this subsection and shall, if Requisite Lenders so request, be payable upon demand. Payment or acceptance of the increased rates provided for in this paragraph shall not constitute a waiver of any Event of Default or otherwise prejudice or limit any rights or remedies of Administrative Agent or any Lender.

Letter of Credit Fees. (ai) In lieu The Borrowers agree to pay to the Administrative Agent for the pro rata benefit of any the Lenders a per annum letter of credit commissions and fees provided fee for in any L/C Application relating to Letters of Credit (other than standard administrative, issuance, amendment and negotiation fees), the Borrower agrees to pay the Administrative Agent a each Letter of Credit fee, issued hereunder in an amount equal the Applicable Margin then in effect for the account of the Issuing Lender and the Participating Lenders, (i) with respect to each Standby L/C, on Eurodollar Rate Advances times the average outstanding daily amount available to be drawn under each Standby L/C at a rate per annum equal to the Applicable Margin for Revolving Credit Loans which are Eurodollar Loans in effect at such time, whether or not there are any such Eurodollar Loans outstanding at such time, payable in arrears, on the last day Letter of each fiscal quarter Credit; provided that if (A) after acceleration of the Borrower Obligations, (B) a payment default under Section 7.01(a) or (C) upon the request of the Required Lenders at any time on or after the occurrence and on the Revolving Credit Termination Date and (ii) with respect to each Commercial L/C, on the aggregate face amount continuance of each Commercial L/C at a rate equal to the Applicable Margin for Revolving Credit Loans which are Eurodollar Loans in effect at such time, whether or not there are any such Eurodollar Loans outstanding at such time, payable on the date such Commercial L/C is issued. In additionEvent of Default, the Borrower Borrowers shall pay to the Issuing Lender Administrative Agent for the pro rata benefit of the Lenders a per annum letter of credit fee for each Letter of Credit issued hereunder in an amount equal to the Default Rate times the daily maximum amount available to be drawn under such Letter of Credit to the fullest extent permitted by Legal Requirements. The fees required under this clause (i) with respect to each Standby L/C, shall be payable quarterly in arrears on the last day of each fiscal quarter of the Borrower March, June, September, and December, commencing on March 31, 2021, and continuing thereafter through and including the Revolving Credit Commitment Termination Date with respect Date. (ii) The Borrowers agree to pay to the Revolving Credit CommitmentsIssuing Bank, a fronting fee for each Letter of Credit issued hereunder in an amount equal to 0.125the greater of (A) 0.25% per annum times on the average undrawn amount of any such outstanding amount available to be drawn Letter of Credit and (B) $500. The fees required under such Standby L/C, solely for its own account as Issuing Lender of such Standby L/C and not on account of its L/C Participating Interest therein and this clause (ii) with respect to each Commercial L/C, shall be payable quarterly in arrears on the date such Commercial L/C is issuedlast day of each March, a fee to equal to 0.125% June, September, and December, commencing on March 31, 2021, and continuing thereafter through and including the aggregate face amount of such Commercial L/C, solely for its own account as Issuing Lender of such Commercial L/C and not on account of its L/C Participating Interest thereinRevolving Commitment Termination Date. (biii) In connection with any payment of fees pursuant to this subsection 4.11addition, the Administrative Agent agrees Borrowers agree to provide pay to the Borrower a statement of any such Issuing Bank all customary transaction costs and fees so paid; provided that the failure by the Administrative Agent to provide the Borrower with any such invoice shall not relieve the Borrower of its obligation to pay such fees. (c) In addition to the foregoing fees, the Borrower shall pay or reimburse the Issuing Lender for any taxes, fees, charges, expenses or other costs as are incurred or charged by the Issuing Lender Bank in issuing, negotiating, effecting payment under, amending or otherwise administering any connection with the issuance of a Letter of CreditCredit for the Borrowers’ account, such costs and fees to be due and payable on the date specified by the Issuing Bank in the invoice for such costs and fees (which date shall not be any earlier than fifteen (15) days following receipt of such invoice).

Letter of Credit Fees. (a) In lieu of any letter of credit commissions and fees provided for in any L/C Application relating to Letters of Credit (other than standard administrative, issuance, amendment and negotiation fees), the Borrower agrees to pay the Administrative Agent a Letter following amounts with respect to Letters of Credit fee, for the account of the Issuing Lender and the Participating Lenders, issued hereunder: (i) with respect to each Standby L/CLetter of Credit, on (a) a fronting fee, payable directly to the average outstanding amount available to be drawn under each Standby L/C at a rate per annum applicable Issuing Lender for its own account, equal to the Applicable Margin for Revolving Credit Loans which are Eurodollar Loans in effect at such time, whether or not there are any such Eurodollar Loans outstanding at such time, payable in arrears, on the last day greater of each fiscal quarter of the Borrower and on the Revolving Credit Termination Date (X) $500 and (iiY) with respect to each Commercial L/C, on the aggregate face amount of each Commercial L/C at a rate equal to the Applicable Margin for Revolving Credit Loans which are Eurodollar Loans in effect at such time, whether or not there are any such Eurodollar Loans outstanding at such time, payable on the date such Commercial L/C is issued. In addition, the Borrower shall pay to the Issuing Lender (i) with respect to each Standby L/C, in arrears on the last day of each fiscal quarter of the Borrower and on the Revolving Credit Termination Date with respect to the Revolving Credit Commitments, a fee equal to 0.125% per annum on of the average outstanding daily amount available to be drawn under such Standby L/CLetter of Credit and (b) a letter of credit fee, solely payable to the Agent for its own account as Issuing Lender of such Standby L/C and not on the account of its L/C Participating Interest therein Lenders, equal to the daily amount available to be drawn under such Letter of Credit times the Applicable Margin per annum, each such fronting fee or letter of credit fee to be payable in arrears on and to (but excluding) each March 15, June 15, September 15 and December 15 of each year and computed on the basis of a 360-day year for the actual number of days elapsed; and (ii) with respect to the issuance, amendment or transfer of each Commercial L/CLetter of Credit and each payment of a drawing made thereunder (without duplication of the fees payable under clause (i) above), on documentary and processing charges payable directly to the date such Commercial L/C is issued, a fee to equal to 0.125% on the aggregate face amount of such Commercial L/C, solely applicable Issuing Lender for its own account as in accordance with such Issuing Lender Lender's standard schedule for such charges in effect at the time of such Commercial L/C and not on account issuance, amendment, transfer or payment, as the case may be. For purposes of its L/C Participating Interest therein. calculating any fees payable under clause (bi) In connection with any payment of fees pursuant this Section 2.16.3 the daily amount available to this subsection 4.11, the Administrative Agent agrees to provide to the Borrower a statement of any such fees so paid; provided that the failure by the Administrative Agent to provide the Borrower with any such invoice shall not relieve the Borrower of its obligation to pay such fees. (c) In addition to the foregoing fees, the Borrower shall pay or reimburse the Issuing Lender for any taxes, fees, charges, expenses or other costs as are incurred or charged by the Issuing Lender in issuing, negotiating, effecting payment under, amending or otherwise administering be drawn under any Letter of CreditCredit shall be determined as of the close of business on any date of determination. Promptly upon receipt by the Agent of any amount described in clause (i)(b) of this Section 2.17, the Agent shall distribute to each Lender its Pro Rata Share of such amount.

Letter of Credit Fees. (ai) In lieu The Borrower shall pay to the Agent for the account of any letter each Revolving Credit Lender a commission on such Lender’s Ratable Share of credit commissions and fees provided for in any L/C Application relating to the average daily Available Amount of all Letters of Credit (other than standard administrative, issuance, amendment and negotiation fees), the Borrower agrees to pay the Administrative Agent a Letter of Credit fee, issued for the account of the Issuing Lender Borrower and the Participating Lenders, (i) with respect outstanding from time to each Standby L/C, on the average outstanding amount available to be drawn under each Standby L/C time at a rate per annum equal to the sum of, (x) for Standby Letters of Credit, the Applicable Margin for Eurodollar Rate Revolving Credit Loans which are Eurodollar Loans Advances for Standby Letters of Credit in effect at from time to time during such timecalendar quarter and (y) for Trade Letters of Credit, whether or not there are any the Applicable Margin for Eurodollar Rate Revolving Credit Advances for Trade Letters of Credit in effect from time to time during such Eurodollar Loans outstanding at such timecalendar quarter, in each case, payable in arrears, arrears quarterly on the date that is five Business Days after the last day Business Day of each fiscal quarter of the Borrower (as in effect on the Effective Date) commencing with the quarter ended June 30, 2019, and on the Revolving Credit latest Termination Date and (or such later date on which the participations in Letters of Credit of such Lender have terminated). (ii) with respect The Borrower shall pay to each Commercial L/CIssuing Bank, on the aggregate face amount for its own account, a fronting fee in Dollars in respect of each Commercial L/C Letter of Credit issued by such Issuing Bank for the period from and including the date of issuance of such Letter of Credit to and including the termination of such Letter of Credit, computed at a rate equal to 0.125% per annum of the Applicable Margin for Revolving daily stated amount of such Letter of Credit Loans which are Eurodollar Loans and such other commissions, issuance fees, transfer fees and other customary documentary and processing fees and charges in effect at connection with the Issuance or administration of each Letter of Credit as the Borrower and such timeIssuing Bank shall agree. The fronting fees described in this clause (ii) shall be due and payable (A) in the case of Trade Letters of Credit, whether or not there are any such Eurodollar Loans outstanding at such time, payable on the date such Commercial L/C is issued. In addition, of Issuance thereof and (B) in the Borrower shall pay to the Issuing Lender (i) with respect to each case of Standby L/CLetters of Credit, in arrears quarterly on the date that is five Business Days after the last day Business Day of each fiscal quarter of the Borrower (as in effect on the Effective Date), and on the Revolving Credit latest Termination Date with respect to the Revolving Credit Commitments, a fee equal to 0.125% per annum (or such later date on the average outstanding amount available to be drawn under which such Standby L/C, solely for its own account as Issuing Lender of such Standby L/C and not on account of its L/C Participating Interest therein and (ii) with respect to each Commercial L/C, on the date such Commercial L/C is issued, a fee to equal to 0.125% on the aggregate face amount of such Commercial L/C, solely for its own account as Issuing Lender of such Commercial L/C and not on account of its L/C Participating Interest therein. (b) In connection with any payment of fees pursuant to this subsection 4.11, the Administrative Agent agrees to provide to the Borrower a statement of any such fees so paid; provided that the failure by the Administrative Agent to provide the Borrower with any such invoice shall not relieve the Borrower of its obligation to pay such fees. (c) In addition to the foregoing fees, the Borrower shall pay or reimburse the Issuing Lender for any taxes, fees, charges, expenses or other costs as are incurred or charged by the Issuing Lender in issuing, negotiating, effecting payment under, amending or otherwise administering any Letter of CreditCredit has been terminated).

Letter of Credit Fees. (a) In lieu of any letter of credit commissions and fees provided for in any L/C Application relating to Letters of Credit Standby L/Cs (other than standard administrative, administrative issuance, amendment and negotiation fees), the Borrower Company agrees to pay the Administrative Agent a Letter of Credit feeAgent, for the account of the Issuing Lender and the Participating Lenders, (i) with respect to each Standby L/C, a Standby L/C fee equal to the Applicable Margin for Eurodollar Loans then in effect plus 1/4 of 1% per annum (of which the Issuing Lender shall retain for its own account, as the Issuing Lender and not on account of its L/C Participating Interest therein, 1/4 of 1% per annum) on the average outstanding amount available to be drawn under each Standby L/C at a rate per annum equal to the Applicable Margin for Revolving Credit Loans which are Eurodollar Loans in effect at such timepayable, whether or not there are any such Eurodollar Loans outstanding at such time, payable in arrears, on the last day of each fiscal quarter of the Borrower Company. (b) In lieu of any letter of credit commissions and on fees provided for in any L/C Application relating to Commercial L/Cs (other than standard administrative issuance, amendment and negotiation fees), the Revolving Credit Termination Date Company agrees to pay the Administrative Agent, for the account of the Issuing Lender and (ii) the Participating Lenders, with respect to each Commercial L/C, on the aggregate face amount of each a Commercial L/C at a rate equal to the Applicable Margin for Revolving Credit Loans fee of 3/4 of 1% (of which are Eurodollar Loans in effect at such time, whether or not there are any such Eurodollar Loans outstanding at such time, payable on the date such Commercial L/C is issued. In addition, the Borrower shall pay to the Issuing Lender (i) with respect to each Standby L/C, in arrears on the last day of each fiscal quarter of the Borrower and on the Revolving Credit Termination Date with respect to the Revolving Credit Commitments, a fee equal to 0.125% per annum on the average outstanding amount available to be drawn under such Standby L/C, solely shall retain for its own account account, as the Issuing Lender of such Standby L/C and not on account of its L/C Participating Interest therein and (ii) with respect to each Commercial L/C, on the date such Commercial L/C is issued, a fee to equal to 0.125% on the aggregate face amount of such Commercial L/C, solely for its own account as Issuing Lender of such Commercial L/C and not on account of its L/C Participating Interest therein, 1/4 of 1%) on the maximum face amount of each Commercial L/C payable on the date such Commercial L/C is issued. (bc) In connection with any payment of fees pursuant to this subsection 4.11, the Administrative Agent agrees to provide to the Borrower Company a statement of any such fees so paid; provided PROVIDED that the failure by the Administrative Agent to provide the Borrower Company with any such invoice shall not relieve the Borrower Company of its obligation to pay such fees. (c) In addition to the foregoing fees, the Borrower shall pay or reimburse the Issuing Lender for any taxes, fees, charges, expenses or other costs as are incurred or charged by the Issuing Lender in issuing, negotiating, effecting payment under, amending or otherwise administering any Letter of Credit.

Letter of Credit Fees. (a) In lieu of any letter of credit commissions and fees provided for in any L/C Application relating Borrower shall pay the following nonrefundable amounts to the Issuing Bank with respect to Letters of Credit (other than standard administrative, issuance, amendment and negotiation fees), the Borrower agrees to pay the Administrative Agent a Letter of Credit fee, for the account of the Issuing Lender and the Participating Lenders, Credit: (i) with respect to each Standby L/Ccommercial Letter of Credit, on the average outstanding amount available to be drawn under each Standby L/C at date of issuance of such commercial Letter of Credit, a rate per annum fee equal to the Applicable Margin sum of: (A) the Issuing Bank's standard issuance documentation and negotiation fees for Revolving Credit Loans which are Eurodollar Loans sight letters of credit and (B) an amount equal to the greater of (x) $500 or (y) the product of one-quarter percent (1/4%) times the face amount of such Letter of Credit. The foregoing fee shall be distributed as follows: the amount payable pursuant to clause (i)(A) shall be retained by the Issuing Bank and the amount payable pursuant to clause (i)(B) shall be distributed by the Issuing Bank to the Banks, including the Issuing Bank, ratably in effect at such time, whether or not there are any such Eurodollar Loans outstanding at such time, payable in arrears, on the last day of accordance with each fiscal quarter of the Borrower and on the Revolving Credit Termination Date and Bank's Proportionate Share; (ii) with respect to each Commercial L/Cstandby Letter of Credit, on (A) a fee equal to the aggregate greater of $500 or one-quarter percent (1/4%) per annum of the face amount of each Commercial L/C at such Letter of Credit, and (B) a rate fee equal to one and one-half percent (1.50%) per annum of the Applicable Margin for Revolving Credit Loans face amount of such Letter of Credit, which are Eurodollar Loans in effect at such time, whether or not there are any such Eurodollar Loans outstanding at such time, fees shall be payable on the date such Commercial L/C is issued. In addition, the Borrower shall pay to the Issuing Lender (i) with respect to each Standby L/C, quarterly in arrears on the last day of each fiscal calendar quarter of the Borrower and on the Revolving Credit Termination Date with respect to expiry of the Revolving Credit Commitments, a fee equal to 0.125% per annum on Letter of Credit. The foregoing fees shall be distributed as follows: the average outstanding amount available to be drawn under such Standby L/C, solely for its own account as Issuing Lender of such Standby L/C and not on account of its L/C Participating Interest therein and (ii) with respect to each Commercial L/C, on the date such Commercial L/C is issued, a fee to equal to 0.125% on the aggregate face amount of such Commercial L/C, solely for its own account as Issuing Lender of such Commercial L/C and not on account of its L/C Participating Interest therein. (b) In connection with any payment of fees payable pursuant to this subsection 4.11, the Administrative Agent agrees to provide to the Borrower a statement of any such fees so paid; provided that the failure by the Administrative Agent to provide the Borrower with any such invoice clause (ii)(A) shall not relieve the Borrower of its obligation to pay such fees. (c) In addition to the foregoing fees, the Borrower shall pay or reimburse the Issuing Lender for any taxes, fees, charges, expenses or other costs as are incurred or charged be retained by the Issuing Lender Bank and the amount payable to clause (ii)(B) shall be distributed by the Issuing Bank to the Banks, including the Issuing Bank, ratably in issuingaccordance with each Bank's Proportionate Share; (iii) from time to time, negotiatingas requested by Issuing Bank, effecting payment underprocessing and administrative fees and expenses (including attorneys' fees and expenses, amending whether for in-house or otherwise administering outside counsel) associated with the issuance, drawing upon, administration or amendment of any Letter of Credit, at Issuing Bank's standard rates as then in effect.

Letter of Credit Fees. (a) In lieu of any letter of credit commissions and fees provided for in any L/C Application relating to Letters of Credit (other than standard administrative, issuance, amendment and negotiation fees), the Borrower agrees to pay the Administrative Agent a following amounts with respect to Letters of Credit issued hereunder: (a) With respect to each Letter of Credit fee, for the account of the Issuing Lender and the Participating LendersCredit, (i) with respect a fronting fee, payable directly to each Standby L/CIssuing Lender for its own account, on the average outstanding amount available to be drawn under each Standby L/C at a rate per annum equal to the Applicable Margin for Revolving Credit Loans which are Eurodollar Loans in effect at such time, whether or not there are any such Eurodollar Loans outstanding at such time, payable in arrears, on the last day of each fiscal quarter of the Borrower and on the Revolving Credit Termination Date and (ii) with respect to each Commercial L/C, on the aggregate face amount of each Commercial L/C at a rate equal to the Applicable Margin for Revolving Credit Loans which are Eurodollar Loans in effect at such time, whether or not there are any such Eurodollar Loans outstanding at such time, payable on the date such Commercial L/C is issued. In addition, the Borrower shall pay to the Issuing Lender (i) with respect to each Standby L/C, in arrears on the last day of each fiscal quarter of the Borrower and on the Revolving Credit Termination Date with respect to the Revolving Credit Commitments, a fee equal to 0.1250.25% per annum on of the average outstanding daily amount available to be drawn under such Standby L/CLetter of Credit and (ii) a Letter of Credit fee, solely payable to Administrative Agent for the account of Revolving Lenders in accordance with their Pro Rata Shares, equal to the applicable LIBOR Margin for Revolving Loans multiplied by the daily amount available to be drawn under such Letter of Credit, each such fronting fee or Letter of Credit fee to be payable in arrears on and to (but excluding) the last Friday of each of March, June and September of each year, and December 31 of each year, and computed on the basis of a 360-day year for the actual number of days elapsed; provided that, without prejudice to the rights of the Revolving Lenders other than Defaulting Lenders in respect of such Letter of Credit fee, the LC Exposure of any such Defaulting Lender shall be excluded for purposes of calculating the fee payable to Revolving Lenders pursuant to clause (ii) of this Section 3.2(a) in respect of any day during any Default Period with respect to such Defaulting Lender, and such Defaulting Lender shall not be entitled to receive any such fee in respect of such Default Period; and (b) With respect to the issuance, amendment or transfer of each Letter of Credit and each payment of a drawing made thereunder (without duplication of the fees payable under clause (a) of this Section 3.2, documentary and processing charges payable directly to Issuing Lender for its own account as in accordance with Issuing Lender Lender’s standard schedule for such charges in effect at the time of such Standby L/C and not on account issuance, amendment, transfer or payment, as the case may be. For purposes of its L/C Participating Interest therein and calculating any fees payable under clause (iia) with respect to each Commercial L/C, on the date such Commercial L/C is issued, a fee to equal to 0.125% on the aggregate face amount of such Commercial L/C, solely for its own account as Issuing Lender of such Commercial L/C and not on account of its L/C Participating Interest therein. (b) In connection with any payment of fees pursuant to this subsection 4.11Section 3.2, the Administrative Agent agrees daily amount available to provide to the Borrower a statement of any such fees so paid; provided that the failure by the Administrative Agent to provide the Borrower with any such invoice shall not relieve the Borrower of its obligation to pay such fees. (c) In addition to the foregoing fees, the Borrower shall pay or reimburse the Issuing Lender for any taxes, fees, charges, expenses or other costs as are incurred or charged by the Issuing Lender in issuing, negotiating, effecting payment under, amending or otherwise administering be drawn under any Letter of CreditCredit shall be determined as of the close of business on any date of determination.

Letter of Credit Fees. The Borrowers shall pay in Dollars (ai) In lieu to the Administrative Agent for the ratable account of any letter of credit commissions and fees provided for in any L/C Application relating the Banks a fee with respect to Commercial Letters of Credit (other than standard administrative, issuance, amendment and negotiation fees), the Borrower agrees to pay the Administrative Agent a "Commercial Letter of Credit fee, for the account of the Issuing Lender and the Participating Lenders, (iFee") with respect to each Standby L/C, on the average outstanding amount available to be drawn under each Standby L/C at a rate per annum equal to the Applicable Margin for Revolving Commercial Letter of Credit Loans which are Eurodollar Loans in effect at such time, whether or not there are any such Eurodollar Loans outstanding at such time, payable in arrears, Fee Percentage (computed on the last day basis of each fiscal quarter a year of the Borrower three hundred sixty (360) days and on the Revolving Credit Termination Date actual days elapsed), and (ii) to the Administrative Agent for the ratable account of the Banks a fee with respect to each Commercial L/C, on Standby Letters of Credit (the aggregate face amount "Standby Letter of each Commercial L/C at a rate Credit Fee") equal to the Applicable Margin for Revolving Standby Letter of Credit Loans which are Eurodollar Loans in effect at such time, whether or not there are any such Eurodollar Loans outstanding at such time, payable Fee Percentage (computed on the date basis of a year of three hundred sixty (360) days and actual days elapsed), which fees shall be computed on the daily average amount of such Commercial L/C is issued. In additionLetters of Credit Obligations and shall be payable quarterly in arrears (each such quarterly payment shall be equal to the product of (x) a fraction, the Borrower numerator of which is the number of days elapsed since the date the immediately preceding payment of the applicable Letter of Credit Fee was due, and the denominator of which is three hundred sixty (360) days and (y) the Applicable Commercial Letter of Credit Fee Percentage or the Applicable Standby Letter of Credit Fee Percentage, as the case may be, for the daily average amount of such Letters of Credit Obligations, as the case may be) commencing with the first day of each September, December, March and June following the issuance of each Letter of Credit and on the Expiration Date. The Borrowers shall also pay to the Issuing Lender Bank in Dollars for its sole account (i) with respect to each Standby L/Ca fronting fee as determined by the Issuing Bank and the Borrowers, and (ii) the Issuing Bank's then in arrears on the last day of each fiscal quarter of the Borrower effect customary fees and on the Revolving Credit Termination Date administrative expenses payable with respect to the Revolving Letters of Credit Commitments, a fee equal as the Issuing Bank may generally charge or incur from time to 0.125% per annum on the average outstanding amount available to be drawn under such Standby L/C, solely for its own account as Issuing Lender of such Standby L/C and not on account of its L/C Participating Interest therein and (ii) with respect to each Commercial L/C, on the date such Commercial L/C is issued, a fee to equal to 0.125% on the aggregate face amount of such Commercial L/C, solely for its own account as Issuing Lender of such Commercial L/C and not on account of its L/C Participating Interest therein. (b) In time in connection with any payment the issuance, maintenance, modification (if any), assignment or transfer (if any), handling, and administration of fees pursuant to this subsection 4.11, the Administrative Agent agrees to provide to the Borrower a statement of any such fees so paid; provided that the failure by the Administrative Agent to provide the Borrower with any such invoice shall not relieve the Borrower of its obligation to pay such fees. (c) In addition to the foregoing fees, the Borrower shall pay or reimburse the Issuing Lender for any taxes, fees, charges, expenses or other costs as are incurred or charged by the Issuing Lender in issuing, negotiating, effecting payment under, amending or otherwise administering any Letter Letters of Credit.

Letter of Credit Fees. (a) In lieu of any letter of credit commissions Borrowers jointly and fees provided for in any L/C Application relating severally agree to Letters of Credit (other than standard administrative, issuance, amendment and negotiation fees), the Borrower agrees to pay the Administrative Agent a Letter of Credit fee, for the account of the Issuing Lender and the Participating Lenders, pay, (i) with respect to each Standby L/CLetter of Credit, on a letter of credit fee, payable to Administrative Agent for the average outstanding account of Administrative Agent and Lenders (with the allocation among Administrative Agent and Lenders to be as set forth in the Inter-Lender Agreement and the allocation among Lenders to be in proportion to their respective Pro Rata Shares), equal to 6.50% per annum (expressed as a daily rate) multiplied by the daily amount available to be drawn under such Letter of Credit, each Standby L/C at a rate per annum equal such letter of credit fee to the Applicable Margin for Revolving Credit Loans which are Eurodollar Loans in effect at such time, whether or not there are any such Eurodollar Loans outstanding at such time, be payable in arrears, arrears on and to (but excluding) the last day of each fiscal quarter of the Borrower and computed on the Revolving Credit Termination Date and basis of a 360-day year, for the actual number of days elapsed, and (ii) with respect to each Commercial L/Cthe issuance, on the aggregate face amount negotiation, amendment or transfer of each Commercial L/C at Letter of Credit and each payment of a rate equal drawing made thereunder (without duplication of the fees payable under clause (i) above), Borrowers jointly and severally agree to the Applicable Margin pay customary processing documentation and other like charges payable directly to Issuing Lender (and, if applicable, to any confirming bank) for Revolving Credit Loans which are Eurodollar Loans its own account in accordance with Issuing Lender's (and, if applicable, such confirming bank's) standard schedule for such charges in effect at the time of such timeissuance, whether amendment, transfer or not there are payment, as the case may be. For purposes of calculating any such Eurodollar Loans outstanding at such time, fees payable on the date such Commercial L/C is issued. In additionunder this subsection 3.2, the Borrower shall pay to the Issuing Lender (i) with respect to each Standby L/C, in arrears on the last day of each fiscal quarter of the Borrower and on the Revolving Credit Termination Date with respect to the Revolving Credit Commitments, a fee equal to 0.125% per annum on the average outstanding daily amount available to be drawn under such Standby L/C, solely for its own account any Letter of Credit shall be determined as Issuing Lender of such Standby L/C and not the close of business on account any date of its L/C Participating Interest therein and determination. Promptly upon receipt by Administrative Agent of any amount described in clause (ii) of this subsection 3.2 with respect to a Letter of Credit, Administrative Agent shall distribute to each Commercial L/C, on the date such Commercial L/C is issued, a fee to equal to 0.125% on the aggregate face amount Lender its Pro Rata Share of such Commercial L/C, solely for its own account as Issuing Lender of such Commercial L/C and not on account of its L/C Participating Interest therein. (b) In connection with any payment of amount. All fees pursuant to referenced in this subsection 4.11, 3.2 shall be earned when payable and shall be non-refundable. Upon the Administrative Agent agrees to provide to occurrence and during the Borrower a statement continuation of any such fees so paid; provided that the failure by the Event of Default and notice from Administrative Agent to provide Borrowers, all fees set forth in this subsection 3.2 shall accrue at a rate that is 2.00% per annum in excess of the Borrower with any such invoice rate otherwise set forth in this subsection and shall, if Administrative Agent so requests, be payable upon demand. Payment or acceptance of the increased rates provided for in this paragraph shall not relieve the Borrower constitute a waiver of its obligation to pay such fees. (c) In addition to the foregoing fees, the Borrower shall pay or reimburse the Issuing Lender for any taxes, fees, charges, expenses or other costs as are incurred or charged by the Issuing Lender in issuing, negotiating, effecting payment under, amending Event of Default or otherwise administering prejudice or limit any Letter rights or remedies of CreditAdministrative Agent or any Lender.

Letter of Credit Fees. (a) In lieu of any letter of credit commissions and fees provided for in any L/C Application relating to Letters of Credit Standby or Commercial L/Cs (other than standard administrative, issuance, amendment and negotiation fees), the Borrower Company agrees to pay the Administrative Agent a Letter of Credit feeAgent, for the account of the Issuing Lender and the Participating Lenders, (i) with respect to each Standby L/C, on the average outstanding amount available to be drawn under each Standby or Commercial L/C at issued for the account of the Company, a rate per annum Standby or Commercial L/C fee, as the case may be, equal to the Applicable Margin for Revolving Credit Loans which are Eurodollar Loans (of which the Issuing Lender shall retain for its own account, as the issuing bank and not on account of its L/C Participating Interest therein, 1/4 of 1% per annum) on the daily average amount available to be drawn under each Standby L/C in effect at such timethe case of a Standby L/C and on the maximum face amount of each Commercial L/C in the case of a Commercial L/C, whether or not there are any such Eurodollar Loans outstanding at such timein either case payable, payable in arrears, on the last day of each fiscal quarter of the Borrower Company. The Administrative Agent will disburse any Standby or Commercial L/C fees received pursuant to this subsection 3.9 (a) to the respective Lenders and on the Revolving Credit Termination Date and (ii) with respect to each Issuing Lender promptly following the receipt of any such fees in the case of a Standby L/C and, in the case of a Commercial L/C, on promptly following the aggregate face amount end of each Commercial L/C at a rate equal to the Applicable Margin for Revolving Credit Loans calendar month in which are Eurodollar Loans in effect at such time, whether or not there are any such Eurodollar Loans outstanding at such time, payable on the date such Commercial L/C is issuedfees were received. In additionNotwithstanding the foregoing, the Borrower shall Company agrees to pay standard issuance, amendment and negotiation fees to the Issuing Lender (i) with respect to each Standby L/C, in arrears on the last day of each fiscal quarter of the Borrower and on the Revolving Credit Termination Date with respect to the Revolving Credit Commitments, a fee equal to 0.125% per annum on the average outstanding amount available to be drawn under such Standby L/C, solely for its own account as Issuing Lender of such Standby L/C and not on account of its L/C Participating Interest therein and (ii) with respect to each Commercial L/C, on the date such Commercial L/C is issued, a fee to equal to 0.125% on the aggregate face amount of such Commercial L/C, solely for its own account as Issuing Lender of such Commercial L/C and not on account of its L/C Participating Interest thereinLender. (b) In connection with For purposes of any payment of fees required pursuant to this subsection 4.113.9, the Administrative Agent agrees to provide to the Borrower Company a statement of any such fees to be so paid; provided that the failure by the Administrative Agent to provide the Borrower Company with any such invoice shall not relieve the Borrower Company of its obligation to pay such fees. (c) In addition to the foregoing fees, the Borrower shall pay or reimburse the Issuing Lender for any taxes, fees, charges, expenses or other costs as are incurred or charged by the Issuing Lender in issuing, negotiating, effecting payment under, amending or otherwise administering any Letter of Credit.

Letter of Credit Fees. (a) In lieu of any letter of credit commissions and fees provided for in any L/C Application relating to Letters of Credit (other than standard administrative, issuance, amendment and negotiation fees), the Borrower agrees to pay the following amounts with respect to Letters of Credit issued hereunder: (i) (a) a fronting fee, payable directly to each L/C Issuer for its own account, in an amount separately agreed upon by such L/C Issuer and Borrower and (b) a letter of credit fee, payable to Administrative Agent a Letter of Credit fee, for the account of the Issuing Lender and the Participating Lenders, (i) with respect to each Standby L/C, on the average outstanding amount available to be drawn under each Standby L/C at a rate per annum equal to the Applicable Margin for Revolving Credit Loans which are Eurodollar Loans in effect at such time, whether or not there are any such Eurodollar Loans outstanding at such time, payable in arrears, on the last day product of each fiscal quarter of the Borrower and on the Revolving Credit Termination Date and (iiX) with respect to each Commercial L/C, on the aggregate face amount of each Commercial L/C at a an annual rate equal to the Applicable Margin for Revolving Credit Loans which are Eurodollar LIBOR Rate Loans in effect at such time, whether or not there are any such Eurodollar Loans outstanding at such time, payable on the date such Commercial L/C is issued. In addition, the Borrower shall pay to the Issuing Lender time and (iY) with respect to each Standby L/C, in arrears on the last day of each fiscal quarter of the Borrower and on the Revolving Credit Termination Date with respect to the Revolving Credit Commitments, a fee equal to 0.125% per annum on the average outstanding daily maximum amount available to be drawn under such Standby L/CLetter of Credit, solely in each case payable in arrears on and to (but excluding) each March 31, June 30, September 30 and December 31 of each year and computed on the basis of a 360-day year for its own account the actual number of days elapsed; provided, however, that the fee payable under this clause (b) shall be increased by 2% per annum and shall be payable, in addition to be payable on any date it is otherwise required to be paid hereunder, on demand effective immediately upon (x) the occurrence of any Event of Default under subsections 8.6 or 8.7 or (y) the delivery of a notice by the Administrative Agent or the Requisite Lenders to Borrower during the continuance of any other Event of Default and, in each case, for as Issuing Lender long as such Event of such Standby L/C and not on account of its L/C Participating Interest therein and Default shall be continuing. (ii) with respect to the issuance, amendment or transfer of each Commercial L/CLetter of Credit and each payment of a drawing made thereunder (without duplication of the fees payable under clause (i) above), on documentary and processing charges payable directly to the date such Commercial relevant L/C is issued, a fee to equal to 0.125% on the aggregate face amount of such Commercial L/C, solely Issuer for its own account as Issuing Lender of in accordance with such Commercial L/C and not on account Issuer’s standard schedule for such charges in effect at the time of its L/C Participating Interest therein. such issuance, amendment, transfer or payment, as the case may be. Promptly upon receipt by Administrative Agent of any amount described in clause (bi)(b) In connection with any payment of fees pursuant to this subsection 4.113.2, the Administrative Agent agrees shall distribute to provide to the Borrower a statement each Lender its Pro Rata Share of any such fees so paid; provided that the failure by the Administrative Agent to provide the Borrower with any such invoice shall not relieve the Borrower of its obligation to pay such feesamount. (c) In addition to the foregoing fees, the Borrower shall pay or reimburse the Issuing Lender for any taxes, fees, charges, expenses or other costs as are incurred or charged by the Issuing Lender in issuing, negotiating, effecting payment under, amending or otherwise administering any Letter of Credit.

Letter of Credit Fees. (ai) In lieu of any letter of credit commissions and fees provided for in any L/C Application relating to Letters of Credit Standby L/Cs (other than standard administrative, administrative issuance, amendment and negotiation fees), the Borrower Company agrees to pay the Administrative Agent a Letter of Credit feeAgent, for the account of the relevant Issuing Lender Bank and the Participating LendersBanks, (i) with respect to each Standby L/C, a Standby L/C fee on the average outstanding amount available to be drawn under each Standby L/C at a rate per annum equal to the Applicable Margin for Revolving Credit Loans which are Eurodollar Loans in effect at such timepayable, whether or not there are any such Eurodollar Loans outstanding at such time, payable in arrears, on the last day of each fiscal quarter of the Borrower and on Company, at the Revolving Credit Termination Date and (ii) with respect to rate per annum for each Commercial L/C, on day during the aggregate face amount period for which payment is made set forth in the definition of each Commercial "Applicable Margin" under the column captioned "Standby L/C at a rate equal to the Applicable Margin for Revolving Credit Loans which are Eurodollar Loans in effect at such time, whether or not there are any such Eurodollar Loans outstanding at such time, payable on the date such Commercial Fee". The Standby L/C is issued. In addition, the Borrower Fee provided for in this subsection shall pay to the Issuing Lender (i) with respect to each Standby L/C, be payable quarterly in arrears on the last day of each fiscal quarter of the Borrower quarter, commencing September 30, 1997, and on the Revolving Credit Termination Date with respect Date. (ii) In addition, the Company shall pay to the Revolving Credit Commitmentseach Issuing Bank of a Standby L/C, in arrears on such day, a fee equal to 0.125of 1/8 of 1% per annum on the average outstanding amount available to be drawn under on such Standby L/C, C solely for its own account as Issuing Lender Bank of such Standby L/C and not on account of its L/C Participating Interest therein and (ii) with respect to each Commercial L/C, on the date such Commercial L/C is issued, a fee to equal to 0.125% on the aggregate face amount of such Commercial L/C, solely for its own account as Issuing Lender of such Commercial L/C and not on account of its L/C Participating Interest therein. (b) In lieu of any letter of credit commissions and fees provided for in any L/C Application relating to Commercial L/Cs (other than standard administrative issuance, amendment and negotiation fees), the Company agrees to pay the Administrative Agent, for the account of the relevant Issuing Bank and the Participating Banks, with respect to each Commercial L/C, a Commercial L/C fee of 3/8 of 1% (of which such Issuing Bank shall retain for its own account, as the issuing bank and not on account of its L/C Participating Interest therein, 1/8 of 1%) on the maximum face amount of each Commercial L/C payable on the date such Commercial L/C is issued. (c) In connection with any payment of fees pursuant to this subsection 4.113.10, the Administrative Agent agrees to provide to the Borrower Company a statement of any such fees so paid; provided that the failure by the Administrative Agent to provide the Borrower Company with any such invoice shall not relieve the Borrower Company of its obligation to pay such fees. (c) In addition to the foregoing fees, the Borrower shall pay or reimburse the Issuing Lender for any taxes, fees, charges, expenses or other costs as are incurred or charged by the Issuing Lender in issuing, negotiating, effecting payment under, amending or otherwise administering any Letter of Credit.

Letter of Credit Fees. (a) In lieu of any letter of credit commissions and fees provided for in any L/C Application relating The Borrowers agree to pay the following amounts with respect to Letters of Credit (other than standard administrative, issuance, amendment and negotiation fees), the Borrower agrees to pay the Administrative Agent a Letter of Credit fee, for the account of the Issuing Lender and the Participating Lenders, issued hereunder: (i) with respect to each Standby L/CLetter of Credit, on (a) a fronting fee, payable directly to the average outstanding applicable Issuing Lender for its own account, equal to the greater of (X) $5,000 and (Y) 0.25% per annum of the daily amount available to be drawn under each such Standby L/C at Letter of Credit and (b) a rate per annum letter of credit fee, payable to the Administrative Agent for the account of Lenders, equal to the product of (y) the Applicable Margin then in effect for Revolving Credit Loans which are Eurodollar Loans in effect at that are Revolving Loans, (z) the daily maximum amount available to be drawn under such timeStandby Letter of Credit, whether each such fronting fee or not there are any such Eurodollar Loans outstanding at such time, letter of credit fee to be payable in arrearsarrears on and to (but excluding) each Quarterly Payment Date and, if applicable, on the last day date of each fiscal quarter any termination or expiration of the Borrower such Standby Letter of Credit and computed on the Revolving Credit Termination Date and basis of a 360-day year for the actual number of days elapsed; (ii) with respect to each Commercial L/CLetter of Credit, on (a) a fronting fee, payable directly to the aggregate face amount of each Commercial L/C at a rate applicable Issuing Lender for its own account, equal to the Applicable Margin for Revolving Credit Loans which are Eurodollar Loans in effect at such time, whether or not there are any such Eurodollar Loans outstanding at such time, payable on the date such Commercial L/C is issued. In addition, the Borrower shall pay to the Issuing Lender (i) with respect to each Standby L/C, in arrears on the last day of each fiscal quarter of the Borrower and on the Revolving Credit Termination Date with respect to the Revolving Credit Commitments, a fee equal to 0.1250.25% per annum on of the average outstanding daily amount available to be drawn under such Standby L/CCommercial Letter of Credit and (b) a letter of credit fee, solely payable to the Administrative Agent for the account of Lenders, equal to the product of (y) the Applicable Margin then in effect for Eurodollar Loans that are Revolving Loans, and (z) the daily maximum amount available to be drawn under such Commercial Letter of Credit, each such fronting fee or letter of credit fee to be payable in arrears on and to (but excluding) each Quarterly Payment Date and, if applicable, on the date of any termination or expiration of such Commercial Letter of Credit and computed on the basis of a 360-day year for the actual number of days elapsed; and (iii) with respect to the issuance, amendment or transfer of each Letter of Credit and each payment of a drawing made thereunder (without duplication of the fees payable under clauses (i) and (ii) above), documentary and processing charges payable directly to the applicable Issuing Lender for its own account as in accordance with such Issuing Lender Lender's standard schedule for such charges in effect at the time of such Standby L/C and not on account issuance, amendment, transfer or payment, as the case may be. For purposes of its L/C Participating Interest therein calculating any fees payable under clauses (i) and (ii) with respect to each Commercial L/C, on the date such Commercial L/C is issued, a fee to equal to 0.125% on the aggregate face amount of such Commercial L/C, solely for its own account as Issuing Lender of such Commercial L/C and not on account of its L/C Participating Interest therein. (b) In connection with any payment of fees pursuant to this subsection 4.113.2, the daily amount available to be drawn under any Letter of Credit shall be determined as of the close of business on any date of determination. Promptly upon receipt by the Administrative Agent of any amount described in clause (i)(b) or (ii)(b) of this subsection 3.2, the Administrative Agent agrees shall distribute to provide to the Borrower a statement each Lender its Pro Rata Share of any such fees so paid; provided that the failure by the Administrative Agent to provide the Borrower with any such invoice shall not relieve the Borrower of its obligation to pay such feesamount. (c) In addition to the foregoing fees, the Borrower shall pay or reimburse the Issuing Lender for any taxes, fees, charges, expenses or other costs as are incurred or charged by the Issuing Lender in issuing, negotiating, effecting payment under, amending or otherwise administering any Letter of Credit.

Letter of Credit Fees. (a) In lieu of any letter of credit commissions and fees provided for in any L/C Application relating to Letters of Credit Standby or Commercial L/Cs (other than standard administrative, issuance, amendment and negotiation fees), the Borrower agrees to pay the Administrative Agent a Letter of Credit feeAgent, for the account of the Issuing Lender and the Participating Lenders, (i) with respect to each Standby L/C, on the average outstanding amount available to be drawn under each Standby or Commercial L/C at issued for the account of the Borrower, a rate per annum Standby or Commercial L/C fee, as the case may be, equal to the Applicable Margin for Revolving Credit Loans which are Eurodollar Loans per annum (of which the Issuing Lender shall retain for its own account, as the issuing bank and not on account of its L/C Participating Interest therein, 0.25% per annum) on the daily average amount available to be drawn under each Standby L/C in effect at such timethe case of a Standby L/C and on the maximum face amount of each Commercial L/C in the case of a Commercial L/C, whether or not there are any such Eurodollar Loans outstanding at such timein either case, payable payable, in arrears, on the last day of each fiscal quarter of the Borrower and on the Revolving Credit Termination Date and (ii) with respect to each Commercial L/C, on the aggregate face amount of each Borrower. The Administrative Agent will disburse any Standby or Commercial L/C at a rate equal fees received pursuant to this subsection 3.9(a) to the Applicable Margin for Revolving Credit Loans which are Eurodollar Loans in effect at such time, whether or not there are respective Lenders promptly following the receipt of any such Eurodollar Loans outstanding at such time, payable on fees. Notwithstanding the date such Commercial L/C is issued. In additionforegoing, the Borrower shall agrees to pay standard issuance, amendment and negotiation fees to the Issuing Lender (i) with respect to each Standby L/C, in arrears on the last day of each fiscal quarter of the Borrower and on the Revolving Credit Termination Date with respect to the Revolving Credit Commitments, a fee equal to 0.125% per annum on the average outstanding amount available to be drawn under such Standby L/C, solely for its own account as Issuing Lender of such Standby L/C and not on account of its L/C Participating Interest therein and (ii) with respect to each Commercial L/C, on the date such Commercial L/C is issued, a fee to equal to 0.125% on the aggregate face amount of such Commercial L/C, solely for its own account as Issuing Lender of such Commercial L/C and not on account of its L/C Participating Interest thereinLender. (b) In connection with For purposes of any payment of fees required pursuant to this subsection 4.113.9, the Administrative Agent agrees to provide to the Borrower a statement of any such fees to be so paid; provided that the failure by the Administrative Agent to provide the Borrower with any such invoice shall not relieve the Borrower of its obligation to pay such fees. (c) In addition to the foregoing fees, the Borrower shall pay or reimburse the Issuing Lender for any taxes, fees, charges, expenses or other costs as are incurred or charged by the Issuing Lender in issuing, negotiating, effecting payment under, amending or otherwise administering any Letter of Credit.

Letter of Credit Fees. (a) In lieu of any letter of credit commissions and fees provided for in any L/C Application relating to Letters of Credit Standby or Commercial L/Cs (other than standard administrative, issuance, amendment and negotiation ne- gotiation fees), the Borrower agrees to pay the Administrative Agent a Letter of Credit feeAgent, (i) for the account of the Issuing Lender and the Participating Lenders, (i) with respect re- spect to each Standby or Commercial L/CC issued for the account of Borrower, a Standby or Commercial L/C fee, as the case may be, equal to the Applica- ble Margin for Revolving Credit Loans which are Eurodollar Loans per annum; and (ii) in addition to the Standby or Commercial L/C fee referred to in subsection 3.9(a)(i) above, for the account of the Issuing Lender and not on account of its L/C Participating Interest therein, 0.25% per annum, each on the daily average outstanding amount available to be drawn under each Standby L/C at in the case of a rate per annum equal to Standby L/C and on the Applicable Margin for Revolving Credit Loans which are Eurodollar Loans maximum face amount of each Commercial L/C in effect at such timethe case of a Commercial L/C, whether or not there are any such Eurodollar Loans outstanding at such timein either case, payable payable, in arrears, on the last day of each fiscal quarter of the Borrower and on the Revolving Credit Termination Date and (ii) with respect to each Commercial L/C, on the aggregate face amount of each Borrower. The Administrative Agent will disburse any Standby or Commercial L/C at a rate equal fees received pursuant to subsection 3.9(a)(i) to the Applicable Margin for Revolving Credit Loans which are Eurodollar Loans in effect at such time, whether or not there are respective Lenders promptly following the re- ceipt of any such Eurodollar Loans outstanding at such timefees. Notwithstanding the foregoing, payable on the date such Commercial L/C is issued. In additionBorrower agrees to pay standard issuance, the Borrower shall pay amendment and negotiation fees to the Issuing Lender (i) with respect to each Standby L/C, in arrears on the last day of each fiscal quarter of the Borrower and on the Revolving Credit Termination Date with respect to the Revolving Credit Commitments, a fee equal to 0.125% per annum on the average outstanding amount available to be drawn under such Standby L/C, solely for its own account as Issuing Lender of such Standby L/C and not on account of its L/C Participating Interest therein and (ii) with respect to each Commercial L/C, on the date such Commercial L/C is issued, a fee to equal to 0.125% on the aggregate face amount of such Commercial L/C, solely for its own account as Issuing Lender of such Commercial L/C and not on account of its L/C Participating Interest thereinLender. (b) In connection with For purposes of any payment of fees required pursuant to this subsection 4.113.9, the Administrative Agent agrees to provide to the Borrower a statement of any such fees to be so paid; provided that the failure by the Administrative Agent to provide the Borrower with any such invoice shall not relieve the Borrower of its obligation to pay such fees. (c) In addition to the foregoing fees, the Borrower shall pay or reimburse the Issuing Lender for any taxes, fees, charges, expenses or other costs as are incurred or charged by the Issuing Lender in issuing, negotiating, effecting payment under, amending or otherwise administering any Letter of Credit.

Letter of Credit Fees. (a) In lieu of any letter of credit commissions and fees provided for in any L/C Application relating Company agrees to pay the following amounts with respect to Letters of Credit issued hereunder: (other than standard administrative, issuance, amendment and negotiation fees), the Borrower agrees to pay the Administrative Agent a) a Letter of Credit fronting fee, for payable directly to the account of the applicable Issuing Lender and the Participating Lendersfor its own account, (i) with respect to each Standby L/C, on the average outstanding amount available to be drawn under each Standby L/C at a rate per annum equal to the Applicable Margin for Revolving Credit Loans which are Eurodollar Loans in effect at such time, whether or not there are any such Eurodollar Loans outstanding at such time, payable in arrears, on the last day of each fiscal quarter of the Borrower and on the Revolving Credit Termination Date and (ii) with respect to each Commercial L/C, on the aggregate face amount of each Commercial L/C at a rate equal to the Applicable Margin for Revolving Credit Loans which are Eurodollar Loans in effect at such time, whether or not there are any such Eurodollar Loans outstanding at such time, payable on the date such Commercial L/C is issued. In addition, the Borrower shall pay to the Issuing Lender (i) with respect to each Standby L/C, in arrears on the last day of each fiscal quarter of the Borrower and on the Revolving Credit Termination Date with respect to the Revolving Credit Commitments, a fee equal to 0.125% per annum on of the average outstanding daily amount available to be drawn under such Standby L/CLetter of Credit and (b) a letter of credit fee, solely payable to Administrative Agent for its own account as Issuing Lender of such Standby L/C and not on the account of its L/C Participating Interest therein Working Capital Lenders (based upon their respective Pro Rata Shares), equal to (x) (1) in the case of Standby Letters of Credit, the applicable Eurodollar Rate Margin set forth in subsection 2.2A hereof for Working Capital Loans which are Eurodollar Rate Loans and (2) in the case of Trade Letters of Credit, 1.25%, in each case MULTIPLIED BY (y) the daily amount available from time to time to be drawn under such Letter of Credit, each such fronting fee or letter of credit fee to be payable in arrears on and to (but excluding) each Quarterly Date and computed on the basis of a 360-day year for the actual number of days elapsed; and (ii) with respect to the issuance, amendment or transfer of each Commercial L/CLetter of Credit and each payment of a drawing made thereunder (without duplication of the fees payable under clause (i) above), on documentary and processing charges payable directly to the date such Commercial L/C is issued, a fee to equal to 0.125% on the aggregate face amount of such Commercial L/C, solely applicable Issuing Lender for its own account as in accordance with such Issuing Lender Lender's standard schedule for such charges in effect at the time of such Commercial L/C issuance, amendment, transfer or payment, as the case may be or as otherwise agreed upon between Company and not on account such Issuing Lender. For purposes of its L/C Participating Interest therein. calculating any fees payable under clause (bi) In connection with any payment of fees pursuant to this subsection 4.113.2, the Administrative Agent agrees daily amount available to provide to the Borrower a statement of any such fees so paid; provided that the failure by the Administrative Agent to provide the Borrower with any such invoice shall not relieve the Borrower of its obligation to pay such fees. (c) In addition to the foregoing fees, the Borrower shall pay or reimburse the Issuing Lender for any taxes, fees, charges, expenses or other costs as are incurred or charged by the Issuing Lender in issuing, negotiating, effecting payment under, amending or otherwise administering be drawn under any Letter of CreditCredit shall be determined as of the close of business on any date of determination. Promptly upon receipt by Administrative Agent of any amount described in clause (i)(b) of this subsection 3.2, Administrative Agent shall distribute to each Working Capital Lender its Pro Rata Share of such amount.

Letter of Credit Fees. (a) In lieu of any letter of credit commissions and fees provided for in any L/C Application relating The Borrower will pay to Letters of Credit (other than standard administrative, issuance, amendment and negotiation fees), the Borrower agrees to pay the --------------------- Administrative Agent a Letter of Credit fee, for the account of each Lender who holds a Revolving Commitment a letter of credit fee on such Lender's Commitment Percentage of the Issuing Lender and daily average amount available for drawings under the Participating LendersLetters of Credit, such letter of credit fee (i) with respect to each Standby L/C, be paid in arrears on the average outstanding amount available first Quarterly Payment Date occurring after the date of the issuance of the first Letter of Credit and on each Quarterly Payment Date thereafter until the date of expiration or termination of all Letters of Credit and (ii) to be drawn under each Standby L/C calculated at a rate per annum equal to the Applicable Libor Rate Margin for applicable to the Revolving Credit Loans which are Eurodollar Loans in effect at such time, whether or not there are any such Eurodollar Loans outstanding at such time, payable in arrears, on the basis of a year of 360 days and the actual number of days elapsed (including the first day but excluding the last day day). After receiving any payment of each fiscal quarter any letter of credit fees under this clause (c), the Borrower and on the Revolving Credit Termination Date and (ii) with respect Administrative Agent will promptly pay to each Commercial L/C, on Lender that holds a Revolving Commitment the aggregate face amount letter of each Commercial L/C at a rate equal to the Applicable Margin for Revolving Credit Loans which are Eurodollar Loans in effect at credit fees then due such time, whether or not there are any such Eurodollar Loans outstanding at such time, payable on the date such Commercial L/C is issuedLender. In addition, the The Borrower shall will also pay to the Issuing Lender (i) with respect to each Standby L/C, in arrears Fronting Bank for its account only a fronting fee on the last day of each fiscal quarter of the Borrower and on the Revolving Credit Termination Date with respect to the Revolving Credit Commitments, a fee equal to 0.125% per annum on the daily average outstanding amount available to be drawn under all outstanding Letters of Credit, such Standby L/C, solely for its own account as Issuing Lender fronting fee (i) to be paid in arrears on the first Quarterly Payment Date occurring after the date of such Standby L/C the issuance of the first Letter of Credit and not on account each Quarterly Payment Date thereafter until the date of its L/C Participating Interest therein expiration or termination of all Letters of Credit and (ii) with respect to each Commercial L/Cbe calculated as set forth in that certain letter dated August __, on 1998, from NationsBank to the date such Commercial L/C is issuedBorrower, a fee as the same may be amended from time to equal time. The Borrower will also pay to 0.125% on the aggregate face amount of such Commercial L/CFronting Bank, solely for its own account as Issuing Lender only, all customary fees for amendments to and processing of such Commercial L/C and not on account of its L/C Participating Interest therein. (b) In connection with any payment of fees pursuant to this subsection 4.11, the Administrative Agent agrees to provide to the Borrower a statement of any such fees so paid; provided that the failure by the Administrative Agent to provide the Borrower with any such invoice shall not relieve the Borrower of its obligation to pay such fees. (c) In addition to the foregoing fees, the Borrower shall pay or reimburse the Issuing Lender for any taxes, fees, charges, expenses or other costs as are incurred or charged by the Issuing Lender in issuing, negotiating, effecting payment under, amending or otherwise administering any Letter Letters of Credit.

Letter of Credit Fees. (a) In lieu Borrowers shall pay to Agent a fee equal to (i) 3.0% per annum of any letter the aggregate undrawn face amount of credit commissions and fees provided for in any L/C Application relating to all outstanding Standby Letters of Credit (other than standard administrative, issuance, amendment and negotiation fees), the Borrower agrees to pay the Administrative Agent a Letter of Credit fee, issued for the account of Borrowers (the Issuing Lender and the Participating Lenders“Standby Letter of Credit Fee”), (i) with respect to each Standby L/C, on the average outstanding amount available to which fee shall be drawn under each Standby L/C at a rate per annum equal to the Applicable Margin for Revolving Credit Loans which are Eurodollar Loans in effect at such time, whether or not there are any such Eurodollar Loans outstanding at such time, payable in arrears, arrears on the last day of each fiscal quarter of the Borrower and on the Revolving Credit Termination Interest Payment Date and (ii) with respect to each Commercial L/C, on 0.50% of the aggregate undrawn face amount of each Commercial any Documentary Letter of Credit issued for the account of Borrowers, which fee shall be payable upon issuance (together with the Standby Letter of Credit Fee, the “Letter of Credit Fees”). Agent may distribute all or any portion of the Letter of Credit Fees the L/C Issuer or any Underlying Issuer and any remainder for the ratable benefit of Revolving Lenders. Borrowers also shall pay to Agent on demand the normal and customary administrative charges for the issuance, amendment, negotiation, renewal, extension and maintenance, and any other charges and fees, related to any Standby Letter of Credit or Documentary Letter of Credit incurred or imposed by Agent, the L/C Issuer or any Underlying Issuer. (b) If an Event of Default exists, all Letter of Credit Fees shall be payable on demand at a rate equal to the Applicable Margin for Revolving applicable Letter of Credit Loans which are Eurodollar Loans in effect at such timeFee, whether or not there are any such Eurodollar Loans outstanding at such time, payable on the date such Commercial L/C is issued. In addition, the Borrower shall pay to the Issuing Lender (i) with respect to each Standby L/Cplus 2.00% per annum, in arrears on the last day of each fiscal quarter of the Borrower and on the Revolving Credit Termination Date with respect to the Revolving Credit Commitments, a fee equal to 0.125% per annum on the average outstanding amount available to be drawn under such Standby L/C, solely for its own account as Issuing Lender of such Standby L/C and not on account of its L/C Participating Interest therein and (ii) with respect to each Commercial L/C, on the date such Commercial L/C is issued, a fee to equal to 0.125% case on the aggregate undrawn face amount of such Commercial L/C, solely all outstanding Standby Letters of Credit issued for its own account as Issuing Lender of such Commercial L/C and not on the account of its L/C Participating Interest therein. (b) In connection Borrowers in accordance with any payment the provisions of fees pursuant to this subsection 4.11, the Administrative Agent agrees to provide to the Borrower a statement of any such fees so paid; provided that the failure by the Administrative Agent to provide the Borrower with any such invoice shall not relieve the Borrower of its obligation to pay such feesSection 2.5(b). (c) In addition On demand by Agent at any time after an Event of Default exists, Borrowers will deliver cash to Agent, as cash collateral, an amount equal to one hundred and five percent (105%) of the foregoing fees, the Borrower shall pay or reimburse the Issuing Lender for any taxes, fees, charges, expenses or other costs as are incurred or charged by the Issuing Lender in issuing, negotiating, effecting payment under, amending or otherwise administering any Letter of CreditCredit Usage to be held by Agent in a Cash Collateral Account. Borrowers may not withdraw amounts credited to such Cash Collateral Account except upon the earlier of (i) the payment and performance in full of all Obligations (other than Unasserted Obligations) and termination of this Agreement and (ii) at such time as no Event of Default exists.

Letter of Credit Fees. (a) In lieu of any letter of credit commissions The Borrower shall pay the Agent through the Agent's Treasury and fees provided for in any L/C Application relating International Services Group with respect to Letters of Credit (other than standard administrative, issuance, amendment and negotiation issued hereunder the following fees), the Borrower agrees to pay the Administrative Agent a Letter of Credit fee, for the account of the Issuing Lender and the Participating Lenders, : (i) with respect to each Standby L/Cstandby or documentary Letter of Credit and the LC Guaranty issued hereunder, on to the average outstanding amount available Agent for the accounts of the Lenders a participation fee with respect to be drawn under each Standby L/C their participations in such Letters of Credit or LC Guaranty which fee shall accrue at a rate per annum equal to (x) the Applicable Margin for with respect to LIBOR Rate Revolving Loans MULTIPLIED BY (y) the average daily amount of outstanding Letters of Credit Loans which are Eurodollar Loans in effect at such time, whether or not there are any such Eurodollar Loans outstanding at such time, payable in arrears, on during the last day of each fiscal quarter period from and including the Closing Date to but excluding the later of the Borrower and date on the Revolving which there shall no longer be any Letters of Credit Termination Date and outstanding hereunder; (ii) with respect to each Commercial L/Cdocumentary or standby Letter of Credit issued hereunder, on to the aggregate face Issuing Lender, a fronting fee equal to 0.25% per annum of the available amount of each Commercial L/C at a rate equal Letter of Credit, along with the Issuing Lender's standard fees with respect, but not limited, to the Applicable Margin issuance, amendment, renewal or extension of any Letter of Credit or processing of drawings thereunder; (iii) Accrued fees for Revolving Letters of Credit Loans which are Eurodollar Loans in effect at such time, whether or not there are any such Eurodollar Loans outstanding at such time, payable shall be computed on the date such Commercial L/C is issued. In additionbasis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day), the Borrower and shall pay to the Issuing Lender (i) with respect to each Standby L/C, be payable monthly in arrears on the last first day of each fiscal quarter of the Borrower month and on the Revolving Credit Termination Date with respect to date the Revolving Credit CommitmentsCommitments terminate, a fee equal or such other date as the Agent or the Issuing Lender may from time to 0.125% per annum time specify, commencing on the average outstanding amount available first such date to be drawn under such Standby L/Coccur after the Closing Date, solely for its own account as Issuing Lender of such Standby L/C and not on account of its L/C Participating Interest therein and (ii) with respect to each Commercial L/C, on the date such Commercial L/C is issued, a fee to equal to 0.125% on the aggregate face amount of such Commercial L/C, solely for its own account as Issuing Lender of such Commercial L/C and not on account of its L/C Participating Interest therein. (b) In connection with any payment of fees pursuant to this subsection 4.11, the Administrative Agent agrees to provide to the Borrower a statement of PROVIDED that any such fees so paid; provided that accruing after the failure by date on which the Administrative Agent to provide the Borrower with any such invoice Revolving Credit Commitments terminate shall not relieve the Borrower of its obligation to pay such feesbe payable on demand. (c) In addition to the foregoing fees, the Borrower shall pay or reimburse the Issuing Lender for any taxes, fees, charges, expenses or other costs as are incurred or charged by the Issuing Lender in issuing, negotiating, effecting payment under, amending or otherwise administering any Letter of Credit.

Letter of Credit Fees. (a) In lieu of any letter of credit commissions and fees provided for in any L/C Application relating Company agrees to pay the following amounts with respect to Letters of Credit (other than standard administrative, issuance, amendment and negotiation fees), the Borrower agrees to pay the Administrative Agent a Letter of Credit fee, for the account of the Issuing Lender and the Participating Lenders, issued hereunder: (i) with respect to each Standby L/CLetter of Credit, on (a) a fronting fee, payable directly to the average outstanding amount available to be drawn under each Standby L/C at a rate per annum applicable Issuing Lender for its own account, equal to the Applicable Margin for Revolving Credit Loans which are Eurodollar Loans in effect at such time, whether or not there are any such Eurodollar Loans outstanding at such time, payable in arrears, on the last day greater of each fiscal quarter of the Borrower and on the Revolving Credit Termination Date (X) $500 and (iiY) with respect to each Commercial L/C, on the aggregate face amount of each Commercial L/C at a rate equal to the Applicable Margin for Revolving Credit Loans which are Eurodollar Loans in effect at such time, whether or not there are any such Eurodollar Loans outstanding at such time, payable on the date such Commercial L/C is issued. In addition, the Borrower shall pay to the Issuing Lender (i) with respect to each Standby L/C, in arrears on the last day of each fiscal quarter of the Borrower and on the Revolving Credit Termination Date with respect to the Revolving Credit Commitments, a fee equal to 0.1250.25% per annum on of the average outstanding daily amount available to be drawn under such Standby L/CLetter of Credit and (b) a letter of credit fee, solely payable to Administrative Agent for the account of Revolving Lenders, equal to the applicable Eurodollar Rate Margin for Revolving Loans, plus, upon the application of increased rates of interest pursuant to subsection 2.2E, 2% per annum, multiplied by the daily amount available to be drawn under such Letter of Credit, each such fronting fee or letter of credit fee to be payable in arrears on and to (but excluding) each February 28, May 31, August 31 and November 30 of each year and computed on the basis of a 360-day year for the actual number of days elapsed; provided that if any Revolving Lender becomes a Defaulting Revolving Lender and Company has entered into the Letter of Credit Back-Stop Arrangements with respect to such Defaulting Revolving Lender’s Pro Rata Share of Letter of Credit Usage, such Defaulting Revolving Lender shall not be entitled to its own account as Issuing Lender Pro Rata Share of such Standby L/C letter of credit fee during the time that such Letter of Credit Back-Stop Arrangements are in place, and not on account such share of its L/C Participating Interest therein and the letter of credit fee shall be retained by Company; and (ii) with respect to the issuance, amendment or transfer of each Commercial L/CLetter of Credit and each payment of a drawing made thereunder (without duplication of the fees payable under clause (i) above), on documentary and processing charges payable directly to the date such Commercial L/C is issued, a fee to equal to 0.125% on the aggregate face amount of such Commercial L/C, solely applicable Issuing Lender for its own account as in accordance with such Issuing Lender Lender’s standard schedule for such charges in effect at the time of such Commercial L/C and not on account issuance, amendment, transfer or payment, as the case may be. For purposes of its L/C Participating Interest therein. calculating any fees payable under clause (bi) In connection with any payment of fees pursuant to this subsection 4.113.2, the Administrative Agent agrees daily amount available to provide to the Borrower a statement of any such fees so paid; provided that the failure by the Administrative Agent to provide the Borrower with any such invoice shall not relieve the Borrower of its obligation to pay such fees. (c) In addition to the foregoing fees, the Borrower shall pay or reimburse the Issuing Lender for any taxes, fees, charges, expenses or other costs as are incurred or charged by the Issuing Lender in issuing, negotiating, effecting payment under, amending or otherwise administering be drawn under any Letter of CreditCredit shall be determined as of the close of business on any date of determination.

Letter of Credit Fees. (a) In lieu of any letter of credit commissions and fees provided for in any L/C Application relating Company agrees to pay the following amounts with respect to Letters of Credit (other than standard administrative, issuance, amendment and negotiation fees), the Borrower agrees to pay the Administrative Agent a Letter of Credit fee, for the account of the Issuing Lender and the Participating Lenders, issued hereunder: (i) with respect to each Standby L/CLetter of Credit, on (a) a fronting fee, payable directly to the average outstanding applicable Issuing Lender for its own account, equal to the greater of (x) $500 and (y) 0.25% per annum of the daily amount available to be drawn under each such Standby L/C at Letter of Credit and (b) a rate per annum letter of credit fee, payable to Administrative Agent for the account of Revolving Lenders, equal to the Applicable applicable Eurodollar Rate Margin for Revolving Credit Loans which are Eurodollar Loans in effect at plus, upon the application of increased rates of interest pursuant to subsection 2.2E, 2% per annum, multiplied by the daily amount available to be drawn under such timeStandby Letter of Credit, whether each such fronting fee or not there are any such Eurodollar Loans outstanding at such time, letter of credit fee to be payable in arrearsarrears on and to (but excluding) each March 31, June 30, September 30 and December 31 of each year and computed on the last basis of a 360-day year for the actual number of each fiscal quarter of the Borrower and on the Revolving Credit Termination Date and days elapsed; (ii) with respect to each Commercial L/CLetter of Credit, on (a) a fronting fee, payable directly to the aggregate face amount of each Commercial L/C at a rate applicable Issuing Lender for its own account, equal to the Applicable Margin for Revolving Credit Loans which are Eurodollar Loans in effect at such time, whether or not there are any such Eurodollar Loans outstanding at such time, payable on the date such Commercial L/C is issued. In addition, the Borrower shall pay to the Issuing Lender greater of (ix) with respect to each Standby L/C, in arrears on the last day of each fiscal quarter of the Borrower $500 and on the Revolving Credit Termination Date with respect to the Revolving Credit Commitments, a fee equal to 0.125(y) 0.25% per annum on of the average outstanding daily amount available to be drawn under such Standby L/CCommercial Letter of Credit and (b) a letter of credit fee, solely payable to Administrative Agent for the account of Revolving Lenders, equal to the applicable Eurodollar Rate Margin for Revolving Loans plus, upon the application of increased rates of interest pursuant to subsection 2.2E, 2% per annum, multiplied by the daily amount available to be drawn under such Commercial Letter of Credit, each such fronting fee or letter of credit fee to be payable in arrears on and to (but excluding) each March 31, June 30, September 30 and December 31 of each year and computed on the basis of a 360-day year for the actual number of days elapsed; and (iii) with respect to the issuance, amendment or transfer of each Letter of Credit and each payment of a drawing made thereunder (without duplication of the fees payable under clauses (i) and (ii) above), documentary and processing charges payable directly to the applicable Issuing Lender for its own account as in accordance with such Issuing Lender Lender’s standard schedule for such charges in effect at the time of such Standby L/C and not on account issuance, amendment, transfer or payment, as the case may be. For purposes of its L/C Participating Interest therein calculating any fees payable under clauses (i) and (ii) with respect to each Commercial L/C, on the date such Commercial L/C is issued, a fee to equal to 0.125% on the aggregate face amount of such Commercial L/C, solely for its own account as Issuing Lender of such Commercial L/C and not on account of its L/C Participating Interest therein. (b) In connection with any payment of fees pursuant to this subsection 4.113.2, (1) the Administrative Agent agrees daily amount available to provide to the Borrower a statement of any such fees so paid; provided that the failure by the Administrative Agent to provide the Borrower with any such invoice shall not relieve the Borrower of its obligation to pay such fees. (c) In addition to the foregoing fees, the Borrower shall pay or reimburse the Issuing Lender for any taxes, fees, charges, expenses or other costs as are incurred or charged by the Issuing Lender in issuing, negotiating, effecting payment under, amending or otherwise administering be drawn under any Letter of CreditCredit shall be determined as of the close of business on any date of determination and (2) any amount described in such clauses that is denominated in a currency other than Dollars shall be valued weekly based on the applicable Exchange Rate for such currency as of the applicable date of determination.

Letter of Credit Fees. (a) In lieu of any letter of credit commissions and fees provided for in any L/C Application relating to Letters of Credit (other than standard administrative, administrative issuance, amendment and negotiation fees), the Borrower Company agrees to pay the Administrative Agent a Letter of Credit fee, for the account of the Issuing Lender and the Participating Lenders, (i) with respect to each Standby L/C, on the average outstanding amount available to be drawn under each Standby L/C at a rate per annum equal to the Applicable Margin for Revolving Credit Loans which are Eurodollar Loans in effect at such time, whether or not there are any such Eurodollar Loans outstanding at such time, payable in arrears, on the last day of each fiscal quarter of the Borrower Company and on the Revolving Credit Termination Date and (ii) with respect to each Commercial L/C, on the aggregate face amount of each Commercial L/C at a rate equal to the Applicable Margin for Revolving Credit Loans which are Eurodollar Loans in effect at such time, whether or not there are any such Eurodollar Loans outstanding at such time, payable on the date such Commercial L/C is issued. In addition, the Borrower Company shall pay to the Issuing Lender Lender, other than with respect to the issuance of the Existing Letters of Credit, (i) with respect to each Standby L/C, in arrears on the last day of each fiscal quarter of the Borrower Company and on the Revolving Credit Termination Date with respect to the Revolving Credit Commitments, a fee equal to 0.125be agreed with the applicable Issuing Lender but not greater than 2 of 1% per annum on the average outstanding amount available to be drawn under such Standby L/C, solely for its own account as Issuing Lender of such Standby L/C and not on account of its L/C Participating Interest therein and (ii) with respect to each Commercial L/C, on the date such Commercial L/C is issued, a fee to equal to 0.125be agreed with the applicable Issuing Lender but not greater than 2 of 1% on the aggregate face amount of such Commercial L/C, solely for its own account as Issuing Lender of such Commercial L/C and not on account of its L/C Participating Interest therein. (b) In connection with any payment of fees pursuant to this subsection 4.118.11, the Administrative Agent agrees to provide to the Borrower Company a statement of any such fees so paid; provided that the failure by the Administrative Agent to provide the Borrower Company with any such invoice shall not relieve the Borrower Company of its obligation to pay such fees. (c) In addition to the foregoing fees, the Borrower shall pay or reimburse the Issuing Lender for any taxes, fees, charges, expenses or other costs as are incurred or charged by the Issuing Lender in issuing, negotiating, effecting payment under, amending or otherwise administering any Letter of Credit.

Letter of Credit Fees. shall be (ai) In lieu due and payable on the first Business Day after the end of any letter each March, June, September and December, commencing with the first such date to occur after the issuance of credit commissions and fees provided for in any L/C Application relating to Letters such Letter of Credit (other than standard administrativeCredit, issuance, amendment and negotiation fees), on the Borrower agrees to pay the Administrative Agent a Letter of Credit feeExpiration Date and thereafter on demand and (ii) computed on a. quarterly basis in arrears. If there is any change in the Applicable Rate during any quarter, for the account of the Issuing Lender and the Participating Lenders, (i) with respect to each Standby L/C, on the average outstanding daily amount available to be drawn under each Standby L/C at a rate per annum equal to Letter of Credit shall be computed and multiplied by the Applicable Margin Rate separately for Revolving each period during such quarter that such Applicable Rate was in effect; provided, however, if any adjustment becomes effective pursuant to clause (A) of the last paragraph of the definition of “Applicable Rate”, the Letter of Credit Loans which are Eurodollar Loans Fee shall be recalculated upon the first delivery of financial statements pursuant to Sections 6.01(a) or 6.01(b) after the delivery of the officer’s certificate referred to in effect at such time, whether or not there are any clause and if such Eurodollar Loans outstanding at such time, payable in arrears, recalculation indicates that the Consolidated Leverage Ratio on the last day of each such fiscal quarter of was different from that reported in such officer’s certificate, (I) the Borrower and “Applicable Rate” shall be readjusted based on the Revolving Credit Termination Date recalculated Consolidated Leverage Ratio and (iiII) with respect to each Commercial L/C, if the recalculated Consolidated Leverage Ratio is higher than that reported on the aggregate face amount of each Commercial L/C at officer’s certificate and results in a rate equal to the higher Applicable Margin for Revolving Credit Loans which are Eurodollar Loans in effect at such time, whether or not there are any such Eurodollar Loans outstanding at such time, payable on the date such Commercial L/C is issued. In additionRate, the Borrower shall immediately pay an amount equal to the Issuing Lender additional fees for each Letter of Credit that would have accrued thereto based on such higher Applicable Rate, which amounts shall be paid (iy) with respect to each Standby L/Cimmediately, in arrears on the last day of each fiscal quarter of the Borrower and on the Revolving Credit Termination Date with respect to the Revolving Credit Commitments, a fee equal extent that any payment date to 0.125% per annum on the average outstanding amount available to be drawn under which such Standby L/C, solely for its own account as Issuing Lender of such Standby L/C and not on account of its L/C Participating Interest therein fees related have occurred and (iiz) with respect to each Commercial L/Cotherwise, on the payment date to which such Commercial L/C is issued, a fee to equal to 0.125% on the aggregate face amount of such Commercial L/C, solely for its own account as Issuing Lender of such Commercial L/C and not on account of its L/C Participating Interest therein. (b) In connection with any payment of fees pursuant to this subsection 4.11, the Administrative Agent agrees to provide amounts relate. Notwithstanding anything to the Borrower a statement contrary contained herein, upon the request of the Required Revolving Lenders, while any such fees so paid; provided that the failure by the Administrative Agent to provide the Borrower with any such invoice shall not relieve the Borrower Event of its obligation to pay such fees. (c) In addition to the foregoing feesDefault exists, the Borrower shall pay or reimburse the Issuing Lender for any taxes, fees, charges, expenses or other costs as are incurred or charged by the Issuing Lender in issuing, negotiating, effecting payment under, amending or otherwise administering any all Letter of CreditCredit Fees shall accrue at the Default Rate.

Letter of Credit Fees. (a) In lieu consideration of any letter of credit commissions and fees provided for in any L/C Application relating to Letters of Credit (other than standard administrative, issuance, amendment and negotiation fees)the LOC Commitments, the Borrower agrees to pay to the Administrative Agent (i) for the ratable benefit of the Lenders (including the Issuing Lender, as applicable) holding Dollar Revolving-1 Subcommitments, a letter of credit fee (the "Dollar Letter of Credit fee, for Fee") equal to the account of the Issuing Lender and the Participating Lenders, (i) with respect to each Standby L/C, Applicable Percentage per annum on the average outstanding daily maximum amount available to be drawn under each Standby L/C at Dollar Letter of Credit as such fee may be increased or decreased subject to the provisions of Section 2.11(b) from the date of issuance (or, in the case of Existing Letters of Credit outstanding on the Closing Date, from the Closing Date) to the date of expiration and (ii) for the ratable benefit of the Lenders (including the Issuing Lender, as applicable) holding Multi-currency Revolving-1 Subcommitments, a rate per annum letter of credit fee (the "Multi-currency Letter of Credit Fee", and together with the Dollar Letter of Credit Fee, the "Letter of Credit Fee") equal to the Applicable Margin for Revolving Credit Loans which are Eurodollar Loans in effect at such time, whether or not there are any such Eurodollar Loans outstanding at such time, payable in arrears, on the last day of each fiscal quarter of the Borrower and on the Revolving Credit Termination Date and (ii) with respect to each Commercial L/C, on the aggregate face amount of each Commercial L/C at a rate equal to the Applicable Margin for Revolving Credit Loans which are Eurodollar Loans in effect at such time, whether or not there are any such Eurodollar Loans outstanding at such time, payable on the date such Commercial L/C is issued. In addition, the Borrower shall pay to the Issuing Lender (i) with respect to each Standby L/C, in arrears on the last day of each fiscal quarter of the Borrower and on the Revolving Credit Termination Date with respect to the Revolving Credit Commitments, a fee equal to 0.125% Percentage per annum on the average outstanding daily maximum amount available to be drawn under each Multi-currency Letter of Credit as such Standby L/Cfee may be increased or decreased subject to the provisions of Section 2.11(b) from the date of issuance (or, solely in the case of Existing Letters of Credit outstanding on the Closing Date, from the Closing Date) to the date of expiration. The Letter of Credit Fee shall be payable quarterly in arrears on the fifteenth (15th) day following the last day of each calendar quarter for the prior calendar quarter. In addition to such Letter of Credit Fee, the Issuing Lender may charge, and retain for its own account as Issuing Lender without sharing by the other Lenders, an additional facing fee of such Standby L/C and not on account one-eighth of its L/C Participating Interest therein and one percent (ii0.125%) with respect to each Commercial L/C, per annum on the date average daily maximum amount available to be drawn under each such Commercial L/C is issuedLetter of Credit issued by it, a such facing fee to equal to 0.125% on be paid by the aggregate face amount of such Commercial L/C, solely for its own account as Issuing Lender of such Commercial L/C and not on account of its L/C Participating Interest therein. (b) In connection with any payment of fees pursuant to this subsection 4.11, the Administrative Agent agrees to provide Borrower directly to the Borrower a statement of any such fees so paid; provided that the failure by the Administrative Agent to provide the Borrower with any such invoice shall not relieve the Borrower of its obligation to pay such feesapplicable Issuing Lender. (c) In addition to the foregoing fees, the Borrower shall pay or reimburse the Issuing Lender for any taxes, fees, charges, expenses or other costs as are incurred or charged by the Issuing Lender in issuing, negotiating, effecting payment under, amending or otherwise administering any Letter of Credit.

Letter of Credit Fees. (a) In lieu of any letter of credit commissions and fees provided for in any L/C Application relating to Letters of Credit (other than standard administrative, issuance, amendment and negotiation fees), the Each Borrower agrees to pay the Administrative Agent a Letter of Credit fee, for the account of the Issuing Lender and the Participating Lenders, (i) with respect to each Standby L/CLender, on through the average outstanding amount available to be drawn under each Standby L/C at a rate per annum equal to the Applicable Margin for Revolving Credit Loans which are Eurodollar Loans in effect at such time, whether or not there are any such Eurodollar Loans outstanding at such time, payable in arrearsAdministrative Agent, on the last day of March, June, September and December of each fiscal quarter of the Borrower year and on the date on which the Revolving Credit Termination Date and Commitment of such Lender shall be terminated as provided herein, a fee (ii) with respect to each Commercial L/C, on the aggregate face amount of each Commercial an "L/C Participation Fee") calculated on such Lender's Pro Rata Percentage of the average daily aggregate L/C Exposure (excluding the portion thereof attributable to unreimbursed L/C Disbursements) during the preceding quarter (or shorter period commencing with the date hereof, or ending with the Maturity Date or the date on which all Letters of Credit have been canceled or have expired and the Revolving Credit Commitments of all Lenders have been terminated) at a rate equal to (in the case of standby Letters of Credit) the same Applicable Margin for Revolving Credit Rate used to determine the interest rate applicable to LIBOR Loans which are Eurodollar Loans and (in effect at such timethe case of commercial Letters of Credit) 0.20% per annum, whether or not there are any such Eurodollar Loans outstanding at such time, payable on the date such Commercial L/C is issued. In addition, the Borrower shall pay and (ii) to the Issuing Lender (i) Bank with respect to each Standby L/C, in arrears on the last day Letter of each fiscal quarter of the Borrower and on the Revolving Credit Termination Date with respect to the Revolving Credit CommitmentsCredit, a facing fee at a rate equal to 0.1250.0625% per annum on in respect of each standby Letter of Credit (payable at the average outstanding amount available to be drawn under such Standby L/C, solely for its own account as Issuing Lender of such Standby same times that the L/C and not on account Participation Fee is payable) plus, in the case of its L/C Participating Interest therein and (ii) with respect to each Commercial L/C, on the date such Commercial L/C is issued, a fee to equal to 0.125% on the aggregate face amount of such Commercial L/C, solely for its own account as Issuing Lender of such Commercial L/C and not on account of its L/C Participating Interest therein. (b) In connection with any payment of fees pursuant to this subsection 4.11, the Administrative Agent agrees to provide to the Borrower a statement of any such fees so paid; provided that the failure by the Administrative Agent to provide the Borrower with any such invoice shall not relieve the Borrower of its obligation to pay such fees. (c) In addition to the foregoing fees, the Borrower shall pay or reimburse the Issuing Lender for any taxes, fees, charges, expenses or other costs as are incurred or charged by the Issuing Lender in issuing, negotiating, effecting payment under, amending or otherwise administering any Letter of Credit, the standard issuance and drawing fees specified from time to time by the Issuing Bank (the "Issuing Bank Fees"). All L/C Participation Fees and Issuing Bank Fees shall be computed on the basis of the actual number of days elapsed in a year of 360 days. The L/C Participation Fee and the Issuing Bank Fees shall be paid on the dates due in immediately available funds, (in the case of the L/C Participation Fee) to the Administrative Agent for distribution as appropriate among the Lenders and (in the case of the Issuing Bank Fees) directly to the Issuing Bank.

Letter of Credit Fees. (a) In lieu of any letter of credit commissions and fees provided for in any L/C Application relating The Company agrees to pay the following amounts with respect to Letters of Credit (other than standard administrative, issuance, amendment and negotiation fees), the Borrower agrees to pay the Administrative Agent a Letter of Credit fee, for the account of the Issuing Lender and the Participating Lenders, issued hereunder: (i) with respect to each Standby L/CLetter of Credit, on (a) a fronting fee, payable directly to the average outstanding applicable Issuing Lender for its own account, equal to 0.50% per annum of the daily amount available to be drawn under each such Standby L/C at Letter of Credit and (b) a rate per annum letter of credit fee, payable to the Administrative Agent for the account of Revolving Lenders, equal to the Applicable applicable LIBOR Margin for Revolving Credit Loans which are Eurodollar Loans in effect at multiplied by the daily amount available to be drawn under such timeStandby Letter of Credit, whether each such fronting fee or not there are any such Eurodollar Loans outstanding at such time, letter of credit fee to be payable in arrearsarrears on and to (but excluding) the last Business Day of March, June, September, and December of each year and computed on the last basis of a 360-day year for the actual number of each fiscal quarter of the Borrower and on the Revolving Credit Termination Date and days elapsed; (ii) with respect to each Commercial L/CLetter of Credit, on (a) a fronting fee, payable directly to the aggregate face amount of each Commercial L/C at a rate applicable Issuing Lender for its own account, equal to the Applicable Margin for Revolving Credit Loans which are Eurodollar Loans in effect at such time, whether or not there are any such Eurodollar Loans outstanding at such time, payable on the date such Commercial L/C is issued. In addition, the Borrower shall pay to the Issuing Lender (i) with respect to each Standby L/C, in arrears on the last day of each fiscal quarter of the Borrower and on the Revolving Credit Termination Date with respect to the Revolving Credit Commitments, a fee equal to 0.1250.25% per annum on of the average outstanding daily amount available to be drawn under such Standby L/CCommercial Letter of Credit and (b) a letter of credit fee, solely payable to the Administrative Agent for the account of Revolving Lenders, equal to the applicable LIBOR Margin for Loans multiplied by the daily amount available to be drawn under such Commercial Letter of Credit, each such fronting fee or letter of credit fee to be payable in arrears on and to (but excluding) the last Business Day of March, June, September, and December of each year and computed on the basis of a 360-day year as the case may be, for the actual number of days elapsed; and (iii) with respect to the issuance, negotiation, acceptance, amendment or transfer of each Letter of Credit and each payment of a drawing made thereunder (without duplication of the fees payable under clauses (i) and (ii) above), documentary 70 CREDIT AGREEMENT and processing charges or other fees (including per annum fees) and expenses payable directly to the applicable Issuing Lender for its own account as in accordance with such Issuing Lender Lender's standard schedule for such charges in effect at the time of such Standby L/C issuance, negotiation, acceptance, amendment, transfer or payment, as the case may be or otherwise payable pursuant to the application and not on account related documentation under which such Letter of its L/C Participating Interest therein Credit is issued. For purposes of calculating any fees payable under clauses (i) and (ii) with respect to each Commercial L/C, on the date such Commercial L/C is issued, a fee to equal to 0.125% on the aggregate face amount of such Commercial L/C, solely for its own account as Issuing Lender of such Commercial L/C and not on account of its L/C Participating Interest therein. (b) In connection with any payment of fees pursuant to this subsection 4.113.2, the daily amount available to be drawn under any Letter of Credit shall be determined as of the close of business on any date of determination. Promptly upon receipt by the Administrative Agent of any amount described in clause (i)(b) or (ii)(b) of this subsection 3.2, the Administrative Agent agrees shall distribute to provide to the Borrower a statement each Revolving Lender its Pro Rata Share of any such fees so paid; provided that the failure by the Administrative Agent to provide the Borrower with any such invoice shall not relieve the Borrower of its obligation to pay such feesamount. (c) In addition to the foregoing fees, the Borrower shall pay or reimburse the Issuing Lender for any taxes, fees, charges, expenses or other costs as are incurred or charged by the Issuing Lender in issuing, negotiating, effecting payment under, amending or otherwise administering any Letter of Credit.

Letter of Credit Fees. (a) In lieu of any letter of credit commissions and fees provided for in any L/C Application relating to Letters of Credit (other than standard administrative, issuance, amendment and negotiation fees), the Borrower agrees to pay the Administrative Agent a Letter following amounts with respect to Letters of Credit fee, for the account of the Issuing Lender and the Participating Lenders, issued hereunder: (i) with respect to each Standby L/Cany Revolving Letter of Credit, on (a) a fronting fee, payable directly to the average outstanding amount available to be drawn under each Standby L/C at a rate per annum applicable Revolving Issuing Lender for its own account, equal to the Applicable Margin for Revolving Credit Loans which are Eurodollar Loans in effect at such time, whether or not there are any such Eurodollar Loans outstanding at such time, payable in arrears, on the last day of each fiscal quarter of the Borrower and on the Revolving Credit Termination Date and (ii) with respect to each Commercial L/C, on the aggregate face amount of each Commercial L/C at a rate equal to the Applicable Margin for Revolving Credit Loans which are Eurodollar Loans in effect at such time, whether or not there are any such Eurodollar Loans outstanding at such time, payable on the date such Commercial L/C is issued. In addition, the Borrower shall pay to the Issuing Lender (i) with respect to each Standby L/C, in arrears on the last day of each fiscal quarter of the Borrower and on the Revolving Credit Termination Date with respect to the Revolving Credit Commitments, a fee equal to 0.1250.25% per annum on of the average outstanding daily amount available to be drawn under such Standby L/CRevolving Letter of Credit and (b) a letter of credit fee, solely payable to Administrative Agent for its own account as Issuing Lender of such Standby L/C and not on the account of its L/C Participating Interest therein Revolving Lenders, equal to the applicable LIBOR Rate Margin for the Revolving Loans multiplied by the daily amount available to be drawn under such Revolving Letter of Credit, each such fronting fee or letter of credit fee to be payable in arrears on and to (but excluding) the last Business Day of March, June, September and December of each year and computed on the basis of a 360-day year for the actual number of days elapsed; (ii) with respect to any LC Facility Letter of Credit, (a) a fronting fee, payable directly to the applicable LC Facility Issuing Lender for its own account, equal to 0.25% per annum of the daily amount available to be drawn under such LC Facility Letter of Credit and (b) a letter of credit facility fee, payable to Administrative Agent for the account of LC Facility Lenders, equal to the applicable LIBOR Rate Margin for the Term B Loans multiplied by the daily amount of the difference between (x) LC Facility Commitments less (y) any outstanding LC Facility Loans, each Commercial L/Csuch fronting fee or letter of credit fee to be payable in arrears on and to (but excluding) the last Business Day of March, June, September and December of each year and computed on the date such Commercial L/C is issuedbasis of a 360-day year for the actual number of days elapsed; and (iii) with respect to the issuance, amendment or transfer of each Letter of Credit and each payment of a fee drawing made thereunder (without duplication of the fees payable under clause (i) above), documentary and processing charges payable directly to equal to 0.125% on the aggregate face amount of such Commercial L/C, solely applicable Issuing Lender for its own account as in accordance with such Issuing Lender Lender's standard schedule for such charges in effect at the time of such Commercial L/C and not on account of its L/C Participating Interest thereinissuance, amendment, transfer or payment, as the case may be. (biv) In connection with For purposes of calculating any payment fees payable under clause (i) of fees pursuant to this subsection 4.113.2, the Administrative Agent agrees daily amount available to provide to the Borrower a statement of any such fees so paid; provided that the failure by the Administrative Agent to provide the Borrower with any such invoice shall not relieve the Borrower of its obligation to pay such fees. (c) In addition to the foregoing fees, the Borrower shall pay or reimburse the Issuing Lender for any taxes, fees, charges, expenses or other costs as are incurred or charged by the Issuing Lender in issuing, negotiating, effecting payment under, amending or otherwise administering be drawn under any Letter of CreditCredit shall be determined as of the close of business on any date of determination. Promptly upon receipt by Administrative Agent of any amount described in clause (i)(b) or clause (ii)(b) of this subsection 3.2, Administrative Agent shall distribute to each Revolving Lender or LC Facility Lender, as the case may be, its Pro Rata Share of such amount.

Letter of Credit Fees. (a) In lieu of any letter of credit commissions and fees provided for in any L/C Application relating to Letters of Credit (other than standard administrative, issuance, amendment and negotiation fees), the The Borrower agrees to pay the following amounts with respect to Letters of Credit issued by any Issuer: (i) to the Administrative Agent a Letter of Credit fee, for the account of the Issuing Lender and the Participating Lenderseach Issuer of a Letter of Credit, (i) with respect to each Standby L/CLetter of Credit issued by such Issuer, on an issuance fee in an amount agreed to between the average outstanding Issuer and the Borrower but in any event not greater that 0.25% per annum of the maximum amount available from time to time to be drawn under such Letter of Credit (in the case of any Letter of Credit denominated in a currency other than Dollars, based on the Dollar Equivalent of the average undrawn amount thereof on each Standby L/C payment date for such fee), payable in arrears (A) on the last Business Day of each calendar month, commencing on the second such Business Day following the issuance of such Letter of Credit and (B) on the Revolving Credit Termination Date; (ii) to the Administrative Agent for the ratable benefit of the Lenders, with respect to each Letter of Credit, a fee accruing at a rate per annum equal to the Applicable Margin for Revolving Credit Loans which that are Eurodollar Rate Loans on the maximum amount available from time to time to be drawn under such Letter of Credit (in effect at the case of any Letter of Credit denominated in a currency other than Dollars, based on the Dollar Equivalent of the average undrawn amount thereof on the payment date for such time, whether or not there are any such Eurodollar Loans outstanding at such timefee), payable in arrears, arrears (A) on the last day Business Day of each fiscal quarter calendar month, commencing on the first such Business Day following the issuance of such Letter of Credit on or after the Borrower second such Business Day after the Closing Date and (B) on the Revolving Credit Termination Date Date; PROVIDED, HOWEVER, that during the continuance of an Event of Default, such fee shall be increased by two percent per annum and shall be payable on demand; and (iiiii) with respect to each Commercial L/C, on the aggregate face amount of each Commercial L/C at a rate equal to the Applicable Margin for Revolving Credit Loans which are Eurodollar Loans in effect at such timeIssuer of any Letter of Credit, whether or not there are any such Eurodollar Loans outstanding at such time, payable on the date such Commercial L/C is issued. In addition, the Borrower shall pay to the Issuing Lender (i) with respect to each Standby L/C, in arrears on the last day of each fiscal quarter of the Borrower and on the Revolving Credit Termination Date with respect to the Revolving Credit Commitmentsissuance, a fee equal to 0.125% per annum on the average outstanding amount available to be drawn under such Standby L/C, solely for its own account as Issuing Lender amendment or transfer of such Standby L/C and not on account of its L/C Participating Interest therein and (ii) with respect to each Commercial L/C, on the date such Commercial L/C is issued, a fee to equal to 0.125% on the aggregate face amount of such Commercial L/C, solely for its own account as Issuing Lender of such Commercial L/C and not on account of its L/C Participating Interest therein. (b) In connection with any payment of fees pursuant to this subsection 4.11, the Administrative Agent agrees to provide to the Borrower a statement of any such fees so paid; provided that the failure by the Administrative Agent to provide the Borrower with any such invoice shall not relieve the Borrower of its obligation to pay such fees. (c) In addition to the foregoing fees, the Borrower shall pay or reimburse the Issuing Lender for any taxes, fees, charges, expenses or other costs as are incurred or charged by the Issuing Lender in issuing, negotiating, effecting payment under, amending or otherwise administering any Letter of CreditCredit and each drawing made thereunder, documentary and processing charges in accordance with such Issuer's standard schedule for such charges in effect at the time of issuance, amendment, transfer or drawing, as the case may be.

Letter of Credit Fees. (a) In lieu of any letter of credit commissions and fees provided for in any L/C Application relating to Letters of Credit (other than standard administrative, issuance, amendment and negotiation fees), the Each Borrower agrees to pay the Administrative Agent a Letter following amounts with respect to Letters of Credit fee, issued by any Issuer for the account of the Issuing Lender and the Participating Lenders, such Borrower: (i) to the Administrative Agent for the account of each Issuer of a Letter of Credit, with respect to each Standby L/CLetter of Credit issued by such Issuer, an issuance fee equal to 0.10% per annum of the maximum undrawn face amount of such Letter of Credit, payable in arrears (A) on the average outstanding amount available first Business Day of each calendar quarter, commencing on the first such Business Day following the issuance of such Letter of Credit and (B) on the Revolving Credit Termination Date; Exhibit 10.2 BWP 10-Q 06/30/2009 Exhibit 10.2 ----- (ii) to be drawn under the Administrative Agent for the ratable benefit of the Lenders, with respect to each Standby L/C Letter of Credit, a fee accruing in Dollars at a rate per annum equal to the Applicable Margin for Revolving Credit Loans which that are Eurodollar Rate Loans in effect at on the maximum undrawn face amount of such time, whether or not there are any such Eurodollar Loans outstanding at such timeLetter of Credit, payable in arrears, arrears (A) on the last day first Business Day of each fiscal quarter calendar quarter, commencing on the first such Business Day following the issuance of the Borrower such Letter of Credit and (B) on the Revolving Credit Termination Date Date; provided, however, that during the continuance of an Event of Default, such fee shall be increased by two percent per annum (instead of, and not in addition to, any increase pursuant to Section 2.9(c) (iiDefault Interest)) with respect to each Commercial L/C, and shall be payable on the aggregate face amount of each Commercial L/C at a rate equal demand; and (iii) to the Applicable Margin for Revolving Credit Loans which are Eurodollar Loans in effect at such timeIssuer of any Letter of Credit, whether or not there are any such Eurodollar Loans outstanding at such time, payable on the date such Commercial L/C is issued. In addition, the Borrower shall pay to the Issuing Lender (i) with respect to each Standby L/C, in arrears on the last day of each fiscal quarter of the Borrower and on the Revolving Credit Termination Date with respect to the Revolving Credit Commitmentsissuance, a fee equal to 0.125% per annum on the average outstanding amount available to be drawn under such Standby L/C, solely for its own account as Issuing Lender amendment or transfer of such Standby L/C and not on account of its L/C Participating Interest therein and (ii) with respect to each Commercial L/C, on the date such Commercial L/C is issued, a fee to equal to 0.125% on the aggregate face amount of such Commercial L/C, solely for its own account as Issuing Lender of such Commercial L/C and not on account of its L/C Participating Interest therein. (b) In connection with any payment of fees pursuant to this subsection 4.11, the Administrative Agent agrees to provide to the Borrower a statement of any such fees so paid; provided that the failure by the Administrative Agent to provide the Borrower with any such invoice shall not relieve the Borrower of its obligation to pay such fees. (c) In addition to the foregoing fees, the Borrower shall pay or reimburse the Issuing Lender for any taxes, fees, charges, expenses or other costs as are incurred or charged by the Issuing Lender in issuing, negotiating, effecting payment under, amending or otherwise administering any Letter of CreditCredit and each drawing made thereunder, documentary and processing charges in accordance with such Issuer’s standard schedule for such charges in effect at the time of issuance, amendment, transfer or drawing, as the case may be.

Letter of Credit Fees. (a) In lieu of any letter of credit commissions and fees provided for in any L/C Application relating to Letters of Credit (other than standard administrative, issuance, amendment and negotiation fees), the Borrower Company agrees to pay the Administrative Agent a Letter of Credit fee, for the account of the Issuing Lender and the Participating Lenders, (i) with respect to each Standby L/C, on the average outstanding amount available to be drawn under each Standby L/C at a rate per annum equal to the Applicable Margin for Revolving Credit Loans which are Eurodollar Loans in effect at such time, whether or not there are any such Eurodollar Loans outstanding at such time, payable in arrears, on the last day of each fiscal quarter of the Borrower Company and on the Revolving Credit Termination Date and (ii) with respect to each Commercial L/C, on the aggregate face amount of each Commercial L/C at a rate equal to the Applicable Margin for Revolving Credit Loans which are Eurodollar Loans in effect at such time, whether or not there are any such Eurodollar Loans outstanding at such time, payable on the date such Commercial L/C is issued. In addition, the Borrower Company shall pay to the Issuing Lender (i) with respect to each Standby L/C, in arrears on the last day of each fiscal quarter of the Borrower Company and on the Revolving Credit Termination Date with respect to the Revolving Credit Commitments, a fee equal to 0.125be agreed with the applicable Issuing Lender but not greater than 1/8 of 1% per annum on the average outstanding amount available to be drawn under such Standby L/C, solely for its own account as Issuing Lender of such Standby L/C and not on account of its L/C Participating Interest therein and (ii) with respect to each Commercial L/C, on the date such Commercial L/C is issued, a fee to equal to 0.125be agreed with the applicable Issuing Lender but not greater than 1/8 of 1% on the aggregate face amount of such Commercial L/C, solely for its own account as Issuing Lender of such Commercial L/C and not on account of its L/C Participating Interest therein. (b) In connection with any payment of fees pursuant to this subsection 4.118.11, the Administrative Agent agrees to provide to the Borrower Company a statement of any such fees so paid; provided that the failure by the Administrative Agent to provide the Borrower Company with any such invoice shall not relieve the Borrower Company of its obligation to pay such fees. (c) In addition to the foregoing fees, the Borrower shall pay or reimburse the Issuing Lender for any taxes, fees, charges, expenses or other costs as are incurred or charged by the Issuing Lender in issuing, negotiating, effecting payment under, amending or otherwise administering any Letter of Credit.

Letter of Credit Fees. (a) In lieu of any letter of credit commissions and fees provided for in any L/C Application relating Company agrees to pay the following amounts with respect to Letters of Credit (other than standard administrative, issuance, amendment and negotiation fees), the Borrower agrees to pay the Administrative Agent a Letter of Credit fee, for the account of the Issuing Lender and the Participating Lenders, issued hereunder: (i) with respect to each Standby L/CLetter of Credit, on (a) a fronting fee, payable directly to the average outstanding applicable Issuing Lender for its own account, equal to 1/8 of 1% per annum of the daily amount available to be drawn under each such Standby L/C at Letter of Credit and (b) a rate per annum letter of credit fee, payable to Administrative Agent for the account of Lenders having Revolving Loan Exposure, equal to the product of (x) the Applicable Eurodollar Rate Margin for Revolving Credit Loans which are Eurodollar Loans in effect at and (y) the daily amount available to be drawn under such timeStandby Letter of Credit, whether each such fronting fee or not there are any such Eurodollar Loans outstanding at such time, letter of credit fee to be payable in arrearsarrears on and to (but excluding) each February 28, May 31, August 31 and November 30 of each year and computed on the last basis of a 360-day year for the actual number of each fiscal quarter of the Borrower and on the Revolving Credit Termination Date and days elapsed; (ii) with respect to each Commercial L/CLetter of Credit, on (a) a fronting fee, payable directly to the aggregate face amount of each Commercial L/C at a rate applicable Issuing Lender for its own account, equal to the Applicable Margin for Revolving Credit Loans which are Eurodollar Loans in effect at such time, whether or not there are any such Eurodollar Loans outstanding at such time, payable on the date such Commercial L/C is issued. In addition, the Borrower shall pay to the Issuing Lender (i) with respect to each Standby L/C, in arrears on the last day 1/8 of each fiscal quarter of the Borrower and on the Revolving Credit Termination Date with respect to the Revolving Credit Commitments, a fee equal to 0.1251% per annum on of the average outstanding daily amount available to be drawn under such Standby L/CCommercial Letter of Credit and (b) a letter of credit fee, solely payable to Administrative Agent for the account of Lenders having Revolving Loan Exposure, equal to the product of (x) the Applicable Eurodollar Rate Margin and (y) the daily amount available to be drawn under such Commercial Letter of Credit, each such fronting fee or letter of credit fee to be payable in arrears on and to (but excluding) each February 28, May 31, August 31 and November 30 of each year and computed on the basis of a 360-day year for the actual number of days elapsed; and (iii) with respect to the issuance, amendment or transfer of each Letter of Credit and each payment of a drawing made thereunder (without duplication of the fees payable under clauses (i) and (ii) above), documentary and processing charges payable directly to the applicable Issuing Lender for its own account as in accordance with such Issuing Lender Lender's standard schedule for such charges in effect at the time of such Standby L/C and not on account issuance, amendment, transfer or payment, as the case may be. For purposes of its L/C Participating Interest therein calculating any fees payable under clauses (i) and (ii) with respect to each Commercial L/C, on the date such Commercial L/C is issued, a fee to equal to 0.125% on the aggregate face amount of such Commercial L/C, solely for its own account as Issuing Lender of such Commercial L/C and not on account of its L/C Participating Interest therein. (b) In connection with any payment of fees pursuant to this subsection 4.113.2, (1) the Administrative Agent agrees daily amount available to provide to the Borrower a statement of any such fees so paid; provided that the failure by the Administrative Agent to provide the Borrower with any such invoice shall not relieve the Borrower of its obligation to pay such fees. (c) In addition to the foregoing fees, the Borrower shall pay or reimburse the Issuing Lender for any taxes, fees, charges, expenses or other costs as are incurred or charged by the Issuing Lender in issuing, negotiating, effecting payment under, amending or otherwise administering be drawn under any Letter of CreditCredit shall be determined as of the close of business on any date of determination and (2) any amount described in such clauses which is denominated in a currency other than Dollars shall be valued based on the applicable Exchange Rate for such currency as of the applicable date of determination. Promptly upon receipt by Administrative Agent of any amount described in clause (i)(b) or (ii)(b) of this subsection 3.2, Administrative Agent shall distribute to each Lender its Pro Rata Share of such amount.

Letter of Credit Fees. (a) In lieu of any letter of credit commissions and fees provided for in any L/C Application relating Company agrees to pay the following amounts with respect to Letters of Credit (other than standard administrative, issuance, amendment and negotiation fees), the Borrower agrees to pay the Administrative Agent a Letter of Credit fee, for the account of the Issuing Lender and the Participating Lenders, issued hereunder: (i) with respect to each Standby L/CLetter of Credit, on (a) Company shall pay to the average outstanding Issuing Lender a fronting fee equal to the greater of (X) 0.25% per annum of the daily maximum amount available to be drawn under each such Standby L/C at Letter of Credit and (Y) $500 and (b) Company shall pay to Administrative Agent a rate per annum letter of credit fee equal to the Applicable Margin for Revolving Credit Loans which are Eurodollar Loans in effect at from time to time with respect to Eurodollar Rate Loans during the period such timeLetter of Credit is outstanding, whether or not there are any such Eurodollar Loans outstanding at such time, in each case payable in arrearsarrears on each January 31, April 30, July 31 and October 31 of each year and computed on the last basis of a 360-day year for the actual number of each fiscal quarter of the Borrower and on the Revolving Credit Termination Date and days elapsed; (ii) with respect to each Commercial L/CLetter of Credit, on the aggregate face amount of each Commercial L/C at a rate equal to the Applicable Margin for Revolving Credit Loans which are Eurodollar Loans in effect at such time, whether or not there are any such Eurodollar Loans outstanding at such time, payable on the date such Commercial L/C is issued. In addition, the Borrower (a) Company shall pay to the Issuing Lender (i) with respect to each Standby L/C, in arrears on the last day of each fiscal quarter of the Borrower and on the Revolving Credit Termination Date with respect to the Revolving Credit Commitments, a fronting fee equal to 0.1250.25% per annum on of the average outstanding daily maximum amount available to be drawn under such Standby L/CCommercial Letter of Credit and (b) Company shall pay to Administrative Agent a letter of credit fee equal to the Applicable Margin in effect from time to time with respect to Eurodollar Rate Loans during the period such Letter of Credit is outstanding, solely in each case payable in arrears on each January 31, April 30, July 31 and October 31 of each year and computed on the basis of a 360-day year for its own account as Issuing Lender the actual number of such Standby L/C days elapsed; and (iii) with respect to the issuance, amendment or transfer of each Letter of Credit and not on account each payment made thereunder (without duplication of its L/C Participating Interest therein the fees payable under clauses (i) and (ii) above), Company shall pay to the applicable Issuing Lender documentary and processing charges in accordance with respect such Issuing Lender's standard schedule for such charges in effect at the time of such issuance, amendment, transfer or payment, as the case may be. Promptly upon receipt by Administrative Agent of any amount described in clause (i)(b) or (ii)(b) of this subsection 3.2, Administrative Agent shall distribute to each Commercial L/C, on the date such Commercial L/C is issued, other Lender having a fee to equal to 0.125% on the aggregate face amount Revolving Loan Commitment its Pro Rata Share of such Commercial L/C, solely for its own account as Issuing Lender of such Commercial L/C and not on account of its L/C Participating Interest thereinamount. (b) In connection with any payment of fees pursuant to this subsection 4.11, the Administrative Agent agrees to provide to the Borrower a statement of any such fees so paid; provided that the failure by the Administrative Agent to provide the Borrower with any such invoice shall not relieve the Borrower of its obligation to pay such fees. (c) In addition to the foregoing fees, the Borrower shall pay or reimburse the Issuing Lender for any taxes, fees, charges, expenses or other costs as are incurred or charged by the Issuing Lender in issuing, negotiating, effecting payment under, amending or otherwise administering any Letter of Credit.

Letter of Credit Fees. Borrower shall pay (ax) In lieu to Agent, for the benefit of any letter Lenders, fees for each Letter of credit commissions Credit issued in an amount less than or equal to Three Hundred Thousand Dollars ($300,000) for the period from and fees provided for in any L/C Application relating excluding the date of issuance of same to and including the date of expiration or termination, equal to the average daily face amount of each outstanding Letter of Credit multiplied by (i) one and one-half percent (1.50%) per annum with respect to Trade Letters of Credit or (other than standard administrative, issuance, amendment ii) three and negotiation fees), the Borrower agrees to pay the Administrative Agent a Letter of Credit fee, for the account of the Issuing Lender and the Participating Lenders, one-half percent (i3.50%) with respect to each Standby L/CLetters of Credit, such fees to be calculated on the average outstanding amount available basis of a 360-day year for the actual number of days elapsed and to be drawn under payable monthly in arrears on the first day of each Standby L/C at a rate per annum month and on the Termination Date, (y) to Agent, for the benefit of Lenders, fees for each Letter of Credit issued in an amount greater than Three Hundred Thousand Dollars ($300,000) but less than One Million Dollars ($1,000,000) equal to the Applicable Margin applicable Contract Rate, (z) to Agent, for Revolving Credit Loans which are Eurodollar Loans in effect at such time, whether or not there are any such Eurodollar Loans outstanding at such time, payable in arrears, on the last day of each fiscal quarter benefit of the Borrower and on Issuer, one-quarter percent (.25%) of the Revolving Credit Termination Date and (ii) with respect to each Commercial L/C, on the aggregate face amount of each Commercial L/C at a rate equal to the Applicable Margin for Revolving Credit Loans which are Eurodollar Loans in effect at such time, whether or not there are any such Eurodollar Loans outstanding at such time, payable on the date such Commercial L/C is issuedStandby Letter of Credit. In addition, the Borrower shall pay to the Issuing Lender (i) Issuer, any and all fees and expenses as agreed upon by the Issuer and Borrower in connection with respect to each Standby L/Cany Letter of Credit, including, without limitation, in arrears connection with the opening, amendment or renewal of any such Letter of Credit and any acceptances created thereunder and shall reimburse Agent for any and all fees and expenses, if any, paid by Agent to the Issuer (all of the foregoing fees, the "Letter of Credit Fees"). All such charges shall be deemed earned in full on the last day date when the same are due and payable hereunder and shall not be subject to rebate or proration upon the termination of each fiscal quarter this Agreement for any reason. Any such charge in effect at the time of a particular transaction shall be the charge for that transaction, notwithstanding any subsequent change in the Issuer's prevailing charges for that type of transaction. All Letter of Credit Fees payable hereunder shall be deemed earned in full on the date when the same are due and payable hereunder and shall not be subject to rebate or proration upon the termination of this Agreement for any reason. At Agent's request at any time while an Event of Default is continuing, Borrower will cause cash to be deposited and maintained in an account with Agent, as cash collateral, in an amount equal to one hundred and five percent (105%) of the outstanding Letters of Credit, and Borrower hereby irrevocably authorizes Agent, in its discretion, on Borrower's behalf and in Borrower's name, to open such an account and to make and maintain deposits therein, or in an account opened by Borrower, in the amounts required to be made by Borrower, out of the proceeds of Receivables or other Collateral or out of any other funds of Borrower coming into any Lender's possession at any time. Agent will invest such cash collateral (less applicable reserves) in such short-term money-market items as to which Agent and Borrower mutually agree and the net return on the Revolving Credit Termination Date with respect such investments shall be credited to such account and constitute additional cash collateral. Borrower may not withdraw amounts credited to any such account except upon cure or waiver of such Event of Default as long as no other Event of Default is then continuing or upon payment and performance in full of all Obligations and termination of this Agreement or to the Revolving Credit Commitments, a fee equal to 0.125% per annum on extent the average outstanding amount amounts held therein exceed the amounts available to be drawn under such Standby L/C, solely for its own account as Issuing Lender Letters of such Standby L/C Credit plus amounts drawn and not on account of its L/C Participating Interest therein and (ii) with respect to each Commercial L/C, on the date such Commercial L/C is issued, a fee to equal to 0.125% on the aggregate face amount of such Commercial L/C, solely for its own account as Issuing Lender of such Commercial L/C and not on account of its L/C Participating Interest thereinoutstanding thereunder by more than 105%. (b) In connection with any payment of fees pursuant to this subsection 4.11, the Administrative Agent agrees to provide to the Borrower a statement of any such fees so paid; provided that the failure by the Administrative Agent to provide the Borrower with any such invoice shall not relieve the Borrower of its obligation to pay such fees. (c) In addition to the foregoing fees, the Borrower shall pay or reimburse the Issuing Lender for any taxes, fees, charges, expenses or other costs as are incurred or charged by the Issuing Lender in issuing, negotiating, effecting payment under, amending or otherwise administering any Letter of Credit.

Letter of Credit Fees. (a) In lieu consideration of LC Issuer’s issuance of any letter Letter of credit commissions and fees provided for in any L/C Application relating to Letters of Credit (other than standard administrativeCredit, issuance, amendment and negotiation fees), the Borrower agrees to pay the to Administrative Agent a Letter of Credit feeAgent, for the account of the Issuing Lender and the Participating Lendersall Lenders in accordance with their respective Percentage Shares, (i) with respect to each Standby L/C, on the average outstanding amount available to be drawn under each Standby L/C at a rate per annum letter of credit issuance fee equal to the Applicable Margin for Revolving Letter of Credit Loans which are Eurodollar Loans Fee Rate then in effect at such time, whether or not there are (which shall be increased by two percent (2%) per annum during any such Eurodollar Loans outstanding at such time, payable period in arrears, which interest on the last day of each fiscal quarter of Loans would accrue at the Borrower and on the Revolving Credit Termination Date Default Rate), and (iib) with respect to each Commercial L/Csuch LC Issuer for its own account, on the aggregate face amount a letter of each Commercial L/C credit fronting fee at a rate equal to one-eighth of one percent (0.125%) per annum times the Applicable Margin face amount of such Letter of Credit (but in no event less than $500 per annum); provided, however, any Letter of Credit Fees otherwise payable for Revolving the account of a Defaulting Lender with respect to any Letter of Credit Loans as to which are Eurodollar Loans such Defaulting Lender has not provided Cash Collateral satisfactory to LC Issuer pursuant to Section 2.11 shall be payable, to the maximum extent permitted by applicable Law, to the other Lenders in effect at accordance with the upward adjustments in their respective Percentages Share allocable to such timeLetter of Credit pursuant to Section 2.18(a)(iv), whether or not there are any with the balance of such Eurodollar Loans outstanding at such timefee, if any, payable to LC Issuer for its own account (except such fee on such balance shall be proportionately reduced to the date extent Borrower has Cash Collateralized such Commercial L/C is issuedbalance or a part thereof). In addition, the Borrower shall 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 Issuing Lender (i) with respect to letter of credit fronting fee will be calculated based on the face amount of all Letters of Credit outstanding on each Standby L/C, day at the above applicable rate and will be payable quarterly in arrears on the last day Business Day of each fiscal quarter of the Borrower March, June, September and on the Revolving Credit Termination Date with respect December. No Duty to the Revolving Credit Commitments, a fee equal to 0.125% per annum on the average outstanding amount available to be drawn under such Standby L/C, solely for its own account as Issuing Lender of such Standby L/C and not on account of its L/C Participating Interest therein and (ii) with respect to each Commercial L/C, on the date such Commercial L/C is issued, a fee to equal to 0.125% on the aggregate face amount of such Commercial L/C, solely for its own account as Issuing Lender of such Commercial L/C and not on account of its L/C Participating Interest thereinInquire. (b) In connection with any payment of fees pursuant to this subsection 4.11, the Administrative Agent agrees to provide to the Borrower a statement of any such fees so paid; provided that the failure by the Administrative Agent to provide the Borrower with any such invoice shall not relieve the Borrower of its obligation to pay such fees. (c) In addition to the foregoing fees, the Borrower shall pay or reimburse the Issuing Lender for any taxes, fees, charges, expenses or other costs as are incurred or charged by the Issuing Lender in issuing, negotiating, effecting payment under, amending or otherwise administering any Letter of Credit.

Letter of Credit Fees. (a) In lieu of any letter of credit commissions and fees provided for in any L/C Application relating The appropriate Agent shall be entitled to Letters of Credit (other than standard administrative, issuance, amendment and negotiation fees), the Borrower agrees charge to pay the Administrative Agent a Letter of Credit fee, for the account of the Issuing Lender appropriate Funds Administrator on the first Business Day of each February, May, August and November, a fee for the Participating ratable benefit of the appropriate Lenders, (i) in an amount equal to the LIBOR Margin for Revolving Loans with respect to each Standby L/C, all standby and commercial Letters of Credit on the average daily undrawn amounts outstanding amount available during the immediately preceding quarter; provided that from the date an Event of Default occurs, and at all times thereafter until the earlier of the date upon which (A) all Obligations have been paid and satisfied in full and (B) such Event of Default shall not be continuing, such fee shall be equal to be drawn under each Standby L/C at a rate two (2%) percent per annum equal to above the Applicable Margin for Revolving Credit Loans which are Eurodollar Loans in effect at such timeLIBOR Margin, whether or not there are any such Eurodollar Loans outstanding at such time, payable in arrears, on the last day of each fiscal quarter of the Borrower otherwise applicable hereunder and on the Revolving Credit Termination Date and (ii) with respect to each Commercial L/C, on the aggregate face amount of each Commercial L/C at a rate equal to the Applicable Margin for Revolving Credit Loans which are Eurodollar Loans in effect at such time, whether or not there are any such Eurodollar Loans outstanding at such time, shall be payable on the date demand (such Commercial L/C is issued. In additionfees, the Borrower shall pay to the Issuing Lender (i) with respect to each Standby L/C, in arrears on the last day "Letter of each fiscal quarter of the Borrower and on the Revolving Credit Termination Date with respect to the Revolving Credit Commitments, a fee equal to 0.125% per annum on the average outstanding amount available to be drawn under such Standby L/C, solely for its own account as Issuing Lender of such Standby L/C and not on account of its L/C Participating Interest therein and (ii) with respect to each Commercial L/C, on the date such Commercial L/C is issued, a fee to equal to 0.125% on the aggregate face amount of such Commercial L/C, solely for its own account as Issuing Lender of such Commercial L/C and not on account of its L/C Participating Interest thereinFees"). (b) In connection with any payment of fees pursuant The appropriate Agent shall be entitled to this subsection 4.11, the Administrative Agent agrees to provide charge to the Borrower account of the appropriate Funds Administrator on the first Business Day of each February, May, August and November a statement fee for the ratable benefit of any such fees so paid; provided that the failure by Issuing Bank equal to the Administrative Agent greater of (X) $500 and (Y) 0.25% per annum with respect to provide all standby and commercial Letters of Credit on the Borrower with any such invoice shall not relieve daily undrawn amounts outstanding during the Borrower of its obligation to pay such fees. immediately preceding quarter (c) the "Fronting Fee"). In addition to the foregoing feesFronting Fee, the Borrower appropriate Agent shall pay or reimburse be entitled to charge the Issuing Lender for any taxesaccount of the appropriate Funds Administrator, as and when incurred, the customary charges, fees, chargescosts and expenses of the Issuing Bank for the issuance, expenses transfer, amendment or other costs as are incurred or charged payment of any Letter of Credit (the "Issuing Bank Fees"). Each determination of the Fronting Fee and Issuing Bank Fees shall be made by the Issuing Lender Bank and provided in issuingwriting to the appropriate Agent and shall be conclusive and binding for purposes of appropriate Agent's right to collect and distribute such fees, negotiating, effecting payment under, amending or otherwise administering any Letter of Creditabsent manifest error.

Letter of Credit Fees. (a) In lieu The U.S. Borrower agrees to pay, with respect to all Letters of any letter of credit commissions and fees provided for in Credit Issued by any L/C Application relating to Letters of Credit (other than standard administrative, issuance, amendment and negotiation fees), the Borrower agrees to pay the Administrative Agent a Letter of Credit fee, for the account of the Issuing Lender and the Participating LendersIssuer, (i) with respect to each Standby L/C, on the average outstanding amount available to be drawn under each Standby such L/C Issuer, certain fees, and documentary and processing charges as separately agreed between the U.S. Borrower and such L/C Issuer, (ii) to the Administrative Agent, for the benefit of the Revolving Credit Lenders according to their Pro Rata Shares, a fee accruing at a rate per annum equal to the Applicable Margin for Revolving Credit Loans which that are Eurodollar EurodollarEurocurrency Rate Loans in effect at such time, whether or not there are any such Eurodollar Loans outstanding at such time, on the maximum undrawn face amount thereof payable in arrears, arrears (A) on the last day of each fiscal calendar quarter and (B) on the Revolving Credit Termination Date, (iii) without duplication of any other fees set forth herein, to the Borrower Administrative Agent, for the benefit of such L/C Issuer, customary fees upon the issuance, amendment or extension of such Letters of Credit by such L/C Issuer at the prevailing rates, payable in arrears in each case (A) on the last day of each calendar quarter and (B) on the Revolving Credit Termination Date and (iiiv) with respect to each Commercial Lthe Administrative Agent, for the benefit of such Letter of Credit IssueL/CC Issuer, on a fronting fee ofaccruing at 0.25% per annum multiplied byon the aggregate maximum undrawn face amount of each Commercial such Letter of Credit (excluding any portion thereof that is attributable to unreimbursed L/C at a rate equal to the Applicable Margin for Revolving Credit Loans which are Eurodollar Loans in effect at such time, whether or not there are any such Eurodollar Loans outstanding at such time, Reimbursement Obligations)thereof payable on the date such Commercial L/C is issued. In addition, the Borrower shall pay to the Issuing Lender (i) with respect to each Standby L/C, in arrears (A) on the last day of each fiscal calendar quarter of the Borrower and (B) on the Revolving Credit Termination Date with respect to Date; provided, however, that the Revolving Credit Commitments, a fee equal to 0.125payable under the foregoing clause (ii) above shall be increased by 2% per annum and shall be payable, in addition to being payable on the average outstanding amount available any date it is otherwise required to be drawn under such Standby L/C, solely for its own account as Issuing Lender of such Standby L/C and not on account of its L/C Participating Interest therein and (ii) with respect to each Commercial L/C, on the date such Commercial L/C is issued, a fee to equal to 0.125% on the aggregate face amount of such Commercial L/C, solely for its own account as Issuing Lender of such Commercial L/C and not on account of its L/C Participating Interest therein. (b) In connection with any payment of fees pursuant to this subsection 4.11, the Administrative Agent agrees to provide to the Borrower a statement of any such fees so paid; provided that the failure by the Administrative Agent to provide the Borrower with any such invoice shall not relieve the Borrower of its obligation to pay such fees. (c) In addition to the foregoing fees, the Borrower shall pay or reimburse the Issuing Lender for any taxes, fees, charges, expenses or other costs as are incurred or charged by the Issuing Lender in issuing, negotiating, effecting payment under, amending or otherwise administering any Letter of Credit.84 [[5286738]]

Letter of Credit Fees. (a) In lieu of any letter of credit commissions and fees provided for in any L/C Application relating to Letters of Credit (other than standard administrative, administrative issuance, amendment and negotiation fees), the Borrower Company agrees to pay the Administrative Agent a Letter of Credit fee, for the account of the Issuing Lender and the Participating Lenders, (i) with respect to each Standby L/C, on the average outstanding amount available to be drawn under each Standby L/C at a rate per annum equal to the Applicable Margin for Revolving Credit Loans which are Eurodollar Loans in effect at such time, whether or not there are any such Eurodollar Loans outstanding at such time, payable in arrears, on the last day of each fiscal quarter of the Borrower Company and on the Revolving Credit Termination Date and (ii) with respect to each Commercial L/C, on the aggregate face amount of each Commercial L/C at a rate equal to the Applicable Margin for Revolving Credit Loans which are Eurodollar Loans in effect at such time, whether or not there are any such Eurodollar Loans outstanding at such time, payable on the date such Commercial L/C is issued. In addition, the Borrower Company shall pay to the Issuing Lender (i) with respect to each Standby L/C, in arrears on the last day of each fiscal quarter of the Borrower Company and on the Revolving Credit Termination Date with respect to the Revolving Credit Commitments, a fee equal to 0.125be agreed with the applicable Issuing Lender but not greater than 1/4 of 1% per annum on the average outstanding amount available to be drawn under such Standby L/C, solely for its own account as Issuing Lender of such Standby L/C and not on account of its L/C Participating Interest therein and (ii) with respect to each Commercial L/C, on the date such Commercial L/C is issued, a fee to equal to 0.125be agreed with the applicable Issuing Lender but not greater than 1/4 of 1% on the aggregate face amount of such Commercial L/C, solely for its own account as Issuing Lender of such Commercial L/C and not on account of its L/C Participating Interest therein. (b) In connection with any payment of fees pursuant to this subsection 4.118.11, the Administrative Agent agrees to provide to the Borrower Company a statement of any such fees so paid; provided that the failure by the Administrative Agent to provide the Borrower Company with any such invoice shall not relieve the Borrower Company of its obligation to pay such fees. (c) In addition to the foregoing fees, the Borrower shall pay or reimburse the Issuing Lender for any taxes, fees, charges, expenses or other costs as are incurred or charged by the Issuing Lender in issuing, negotiating, effecting payment under, amending or otherwise administering any Letter of Credit.

Letter of Credit Fees. (a) In lieu of any letter of credit commissions and fees provided for in any L/C Application relating to Letters of Credit (other than standard administrative, issuance, amendment and negotiation fees), the Borrower agrees to pay the Administrative Agent a Letter of Credit fee, for the account of the Issuing Lender and the Participating Lenders, (i) with respect to each Standby L/C, on the average outstanding amount available to be drawn under each Standby L/C at a rate per annum equal to the Applicable Margin for Revolving Credit Loans which are Eurodollar Loans in effect at such time, whether or not there are any such Eurodollar Loans outstanding at such time, payable in arrears, on Promptly following the last day Business Day of each fiscal calendar quarter of the Borrower hereafter and on the Revolving Credit Termination Date and (ii) with respect to each Commercial L/C, on the aggregate face amount of each Commercial L/C at a rate equal to the Applicable Margin for Revolving Credit Loans which are Eurodollar Loans in effect at such time, whether or not there are any such Eurodollar Loans outstanding at such time, payable on the date such Commercial L/C is issued. In additionExpiration Date, the Borrower shall pay to the Issuing Lender Agent for the pro rata benefit of the Revolving Lenders a non-refundable fee (i) with respect to each Standby L/Cthe "Letter of Credit Fee"), in arrears an amount equal to the Letter of Credit Fee Percentage of the daily weighted average amount of outstanding Letter of Credit Obligations during the immediately preceding quarter. The "Letter of Credit Fee Percentage" shall be equal to the percentage per annum set forth below in that Level in which both (a) the Interest Coverage Ratio maintained by the Consolidated Entity for the Consolidated Entity's most recently ended four full fiscal quarters for which Financial Statements of the Consolidated Entity have been delivered to the Agent pursuant to Section 8.1(a) or 8.1(c), as applicable, is attained, and (b) average Unused Availability for the most recent three month period based upon Borrowing Base Certificates which have been delivered to the Agent pursuant to Section 8.2(a) is attained: Level Unused Availability Ratio Letter of Credit Fee Percentage ----- ------------------- ----- ------------------------------- I $35,000,000.00 2.25 to 1.00 2.00% II $30,000,000.00 1.75 to 1.00 2.25% III Not Applicable _1.50 to 1.00 2.50% The Letter of Credit Fee Percentage shall be that level in which both performance criteria are met; if only one of the tests in any Level is met, the Letter of Credit Fee Percentage shall be that set forth in the next higher level in which such criteria are satisfied (with Level IV being the highest level and Level I the lowest). In the event of any change in the Interest Coverage Ratio of the Consolidated Entity or average Unused Availability as a result of which the Letter of Credit Fee Percentage will change, such change shall be effective, (x) if the change is the result of a change in the Interest Coverage Ratio, as of the first day of the first calendar month beginning after the date on which the most recent Financial Statements of the Consolidated Entity were delivered to the Agent pursuant to Section 8.1(a) or 8.1(c), as applicable, or if such Financial Statements were not delivered on a timely basis, on the last day following the ultimate delivery thereof, or (y) if the change is the result of a change in average Unused Availability, as of the first day of the week beginning after the date on which a Borrowing Base Certificate has been delivered to the Agent pursuant to Section 8.2(a), or if such Borrowing Base Certificate was not delivered on a timely basis, on the day following the ultimate delivery thereof. In addition, prior to the issuance of each fiscal Letter of Credit, the Borrower will pay to the Issuing Bank a fronting fee (the "Issuing Bank Fee") equal to one-quarter of one percent (0.25%) times the Borrower and on the Revolving Credit Termination Date with respect to the Revolving Credit Commitments, a fee equal to 0.125% per annum on the average outstanding maximum amount available to that may be drawn under such Standby L/C, solely Letter of Credit (calculated on a per annum basis for its own account as Issuing Lender the term of such Standby L/C Letter of Credit). Each determination by the Agent of Letter of Credit Fees and not on account Issuing Bank Fees hereunder shall be conclusive and binding for all purposes, absent manifest error. Notwithstanding anything to the contrary herein contained, the Letter of its L/C Participating Credit Fee Percentage shall be initially established at 2.50% and shall remain at that rate through December 31, 2001, except that if the Interest therein and (ii) with respect Coverage Ratio is ever less than 1.50 to each Commercial L/C1.00 during such time, on the Letter of Credit Fee Percentage shall increase to 2.75% until the date that such Commercial L/C is issued, a fee Interest Coverage Ratio exceeds 1.50 to equal 1.00 (at which time the Letter of Credit Fee Percentage shall revert to 0.125% on the aggregate face amount of such Commercial L/C, solely for its own account as Issuing Lender of such Commercial L/C and not on account of its L/C Participating Interest therein2.50%). (b) In connection with any payment Letter of fees Credit Fees on Letter of Credit Obligations outstanding as of the date an Event of Default occurs, and at all times thereafter until the earlier of the date upon which (i) all Obligations have been paid and satisfied in full or (ii) such Event of Default shall no longer be continuing, shall be payable on demand at a rate equal to the rate at which the Letter of Credit Fees are charged pursuant to this subsection 4.11Section 5.6(a) above, the Administrative Agent agrees to provide to the Borrower a statement of any such fees so paid; provided that the failure by the Administrative Agent to provide the Borrower with any such invoice shall not relieve the Borrower of its obligation to pay such feesplus two percent (2.00%). (c) In addition to the foregoing fees, the Borrower shall pay or reimburse the Issuing Lender for any taxes, fees, charges, expenses or other costs as are incurred or charged by the Issuing Lender in issuing, negotiating, effecting payment under, amending or otherwise administering any Letter of Credit.

Letter of Credit Fees. (a) In lieu of any letter of credit commissions and fees provided for in any L/C Application relating to Letters of Credit (other than standard administrative, issuance, amendment and negotiation fees), the Borrower agrees to pay the Administrative Agent a Letter following amounts with respect to Letters of Credit fee, for the account of the Issuing Lender and the Participating Lenders, issued hereunder: (i) with respect to each Standby L/CLetter of Credit, on (a) a fronting fee, payable directly to the average outstanding applicable Issuing Lender for its own account, equal to 1/8 of 1% per annum of the daily amount available to be drawn under each such Standby L/C at Letter of Credit and (b) a rate per annum letter of credit fee, payable to Administrative Agent for the account of Lenders having Revolving Loan Exposure, equal to the product of (x) the Applicable Eurodollar Rate Margin for Revolving Credit Loans which are Eurodollar Loans then in effect at and (y) the daily amount available to be drawn under such timeStandby Letter of Credit, whether each such fronting fee or not there are any such Eurodollar Loans letter of credit fee to be payable quarterly in arrears on each Quarterly Payment Date and upon the first day on or after the Revolving Loan Commitment Termination Date upon which no Letters of Credit remain outstanding at such time, payable in arrears, and be computed on the last basis of a 360-day year for the actual number of each fiscal quarter of the Borrower and on the Revolving Credit Termination Date and days elapsed; (ii) with respect to each Commercial L/CLetter of Credit, on (a) a fronting fee, payable directly to the aggregate face amount of each Commercial L/C at a rate applicable Issuing Lender for its own account, equal to the Applicable Margin for Revolving Credit Loans which are Eurodollar Loans in effect at such time, whether or not there are any such Eurodollar Loans outstanding at such time, payable on the date such Commercial L/C is issued. In addition, the Borrower shall pay to the Issuing Lender (i) with respect to each Standby L/C, in arrears on the last day 1/8 of each fiscal quarter of the Borrower and on the Revolving Credit Termination Date with respect to the Revolving Credit Commitments, a fee equal to 0.1251 % per annum on of the average outstanding daily amount available to be drawn under such Standby L/CCommercial Letter of Credit and (b) a letter of credit fee, solely payable to Administrative Agent for the account of Lenders having Revolving Loan Exposure, equal to the product of (x) the Applicable Eurodollar Rate Margin for Revolving Loans then in effect and (y) the daily amount available to be drawn under such Commercial Letter of Credit, each such fronting fee or letter of credit fee to be payable quarterly in arrears on each Quarterly Payment Date and upon the first day on or after the Revolving Loan Commitment Termination Date upon which no Letters of Credit remain outstanding and be computed on the basis of a 360-day year for the actual number of days elapsed; and (iii) with respect to the issuance, amendment or transfer of each Letter of Credit and each payment of a drawing made thereunder (without duplication of the fees payable under clauses (i) and (ii) above), documentary and processing charges payable directly to the applicable Issuing Lender for its own account as in accordance with such Issuing Lender Lender's standard schedule for such charges in effect at the time of such Standby L/C and not on account issuance, amendment, transfer or payment, as the case may be. For purposes of its L/C Participating Interest therein calculating any fees payable under clauses (i) and (ii) of this subsection 3.2, the daily amount available to be drawn under any Letter of Credit shall be determined as of the close of business on any date of determination. Promptly upon receipt by Administrative Agent of any amount described in clause (i)(b) or (ii)(b) of this subsection 3.2, Administrative Agent shall distribute to each Lender its Pro Rata Share (with respect to each Commercial L/C, on the date such Commercial L/C is issued, a fee to equal to 0.125% on the aggregate face amount its Revolving Loan Commitment) of such Commercial L/C, solely for its own account as Issuing Lender of such Commercial L/C and not on account of its L/C Participating Interest thereinamount. (b) In connection with any payment of fees pursuant to this subsection 4.11, the Administrative Agent agrees to provide to the Borrower a statement of any such fees so paid; provided that the failure by the Administrative Agent to provide the Borrower with any such invoice shall not relieve the Borrower of its obligation to pay such fees. (c) In addition to the foregoing fees, the Borrower shall pay or reimburse the Issuing Lender for any taxes, fees, charges, expenses or other costs as are incurred or charged by the Issuing Lender in issuing, negotiating, effecting payment under, amending or otherwise administering any Letter of Credit.

Letter of Credit Fees. (a) In lieu of any letter of credit commissions and fees provided for in any L/C Application relating Company agrees to pay the following amounts with respect to Letters of Credit (other than standard administrative, issuance, amendment and negotiation fees), the Borrower agrees to pay the Administrative Agent a Letter of Credit fee, for the account of the Issuing Lender and the Participating Lenders, issued hereunder: (i) with respect to each Standby L/CLetter of Credit, on (a) a fronting fee, payable directly to the average outstanding Issuing Lender thereof for its own account, equal to the greater of (X) $500 and (Y) 0.25% per annum of the daily amount available to be drawn under each such Standby L/C at Letter of Credit and (b) a rate per annum letter of credit fee, payable to Administrative Agent for the account of Lenders having a Revolving Loan Commitment, equal to (i) the Applicable Tranche A Eurodollar Margin for Revolving Credit Loans which are Eurodollar Loans in effect at (with respect to a Standby Letter of Credit) multiplied by (ii) the average daily amount available to be drawn under such timeStandby Letter of Credit, whether each such fronting fee or not there are any such Eurodollar Loans outstanding at such time, letter of credit fee to be payable in arrearsarrears on and to (but excluding) each March 31, June 30, September 30 and December 31 of each year and computed on the last basis of a 360-day year for the actual number of each fiscal quarter of the Borrower and on the Revolving Credit Termination Date and days elapsed; (ii) with respect to each Commercial L/CLetter of Credit, on the aggregate face amount of each Commercial L/C at (a) a rate equal to the Applicable Margin for Revolving Credit Loans which are Eurodollar Loans in effect at such time, whether or not there are any such Eurodollar Loans outstanding at such timefronting fee, payable on the date such Commercial L/C is issued. In addition, the Borrower shall pay directly to the Issuing Lender (i) with respect to each Standby L/Cthereof for its own account, in arrears on the last day of each fiscal quarter of the Borrower and on the Revolving Credit Termination Date with respect equal to the Revolving Credit Commitments, a fee equal to 0.125greater of (X) $500 and (Y) 0.25% per annum on of the average outstanding daily amount available to be drawn under such Standby L/CCommercial Letter of Credit and (b) a letter of credit fee, solely payable to Administrative Agent for the account of Lenders having a Revolving Loan Commitment, in such amount as may be agreed by Company and Issuing Lender, each such fronting fee or letter of credit fee to be payable at issuance of such Commercial Letter of Credit; and (iii) with respect to the issuance, amendment or transfer of each Letter of Credit and each payment of a drawing made thereunder (without duplication of the fees payable under clauses (i) or (ii) above), documentary and processing charges payable directly to the Issuing Lender thereof for its own account as in accordance with such Issuing Lender Lender's standard schedule for such charges in effect at the time of such Standby L/C and not on account issuance, amendment, transfer or payment, as the case may be. For purposes of its L/C Participating Interest therein calculating any fees payable under clauses (i) and (ii) with respect to each Commercial L/C, on the date such Commercial L/C is issued, a fee to equal to 0.125% on the aggregate face amount of such Commercial L/C, solely for its own account as Issuing Lender of such Commercial L/C and not on account of its L/C Participating Interest therein. (b) In connection with any payment of fees pursuant to this subsection 4.113.2, the Administrative Agent agrees daily amount available to provide to the Borrower a statement of any such fees so paid; provided that the failure by the Administrative Agent to provide the Borrower with any such invoice shall not relieve the Borrower of its obligation to pay such fees. (c) In addition to the foregoing fees, the Borrower shall pay or reimburse the Issuing Lender for any taxes, fees, charges, expenses or other costs as are incurred or charged by the Issuing Lender in issuing, negotiating, effecting payment under, amending or otherwise administering be drawn under any Letter of CreditCredit shall be determined as of the close of business on any date of determination. Promptly upon receipt by Administrative Agent of any amount described in clause (i)(b) of this subsection 3.2, Administrative Agent shall distribute to each Lender having a Revolving Loan Commitment its Revolving Pro Rata Share of such amount.

Letter of Credit Fees. (a) In lieu of any letter of credit commissions and fees provided for in any L/C Application relating to Letters of Credit Standby or Commercial L/Cs (other than standard administrativestandard, administrative issuance, amendment amendment, payment and negotiation fees), the Borrower agrees to pay the Administrative Agent a Letter of Credit feeAgent, for the account of the Issuing Lender and the Participating Lenders, (i) with respect to each Standby L/C, on the average outstanding amount available to be drawn under each Standby or Commercial L/C at issued for the account of the Borrower, a rate per annum Standby or Commercial L/C fee, as the case may be, equal to the Applicable Margin for Revolving Credit Loans which are Eurodollar Loans per annum (of which the Issuing Lender shall retain for its own account, as the Issuing Bank and not on account of its L/C Participating Interest therein, 0.25% per annum) on the daily amount available to be drawn under each Standby L/C in effect at such timethe case of a Standby L/C and on the maximum face amount of each Commercial L/C in the case of a Commercial L/C, whether or not there are any such Eurodollar Loans outstanding at such timein either case, payable payable, in arrears, on the last day of each fiscal quarter of the Borrower and on Borrower. The Administrative Agent will disburse any Standby or Commercial L/C fees received pursuant to this subsection 3.9(a) to the Revolving Credit Termination Date and (ii) with respect to each respective Lenders promptly following the receipt of any such fees in the case of a Standby L/C and, in the case of a Commercial L/C, on following the aggregate face amount end of each Commercial L/C at a rate equal to the Applicable Margin for Revolving Credit Loans calendar month in which are Eurodollar Loans in effect at such time, whether or not there are any such Eurodollar Loans outstanding at such time, payable on the date such Commercial L/C is issuedfees were received. In additionNotwithstanding the foregoing, the Borrower shall agrees to pay standard issuance, amendment and negotiation fees to the Issuing Lender (i) with respect to each Standby L/C, in arrears on the last day of each fiscal quarter of the Borrower and on the Revolving Credit Termination Date with respect to the Revolving Credit Commitments, a fee equal to 0.125% per annum on the average outstanding amount available to be drawn under such Standby L/C, solely for its own account as Issuing Lender of such Standby L/C and not on account of its L/C Participating Interest therein and (ii) with respect to each Commercial L/C, on the date such Commercial L/C is issued, a fee to equal to 0.125% on the aggregate face amount of such Commercial L/C, solely for its own account as Issuing Lender of such Commercial L/C and not on account of its L/C Participating Interest thereinLender. (b) In connection with For purposes of any payment of fees required pursuant to this subsection 4.113.9, the Administrative Agent agrees to provide to the Borrower a statement of any such fees to be so paid; provided that the failure by the Administrative Agent to provide the Borrower with any such invoice shall not relieve the Borrower of its obligation to pay such fees. (c) In addition to the foregoing fees, the Borrower shall pay or reimburse the Issuing Lender for any taxes, fees, charges, expenses or other costs as are incurred or charged by the Issuing Lender in issuing, negotiating, effecting payment under, amending or otherwise administering any Letter of Credit.

Letter of Credit Fees. (a) In lieu of any letter of credit commissions and Company agrees to pay the following fees provided for in any L/C Application relating with respect to Letters of Credit (other than standard administrative, issuance, amendment and negotiation fees), the Borrower agrees to pay the Administrative Agent a Letter of Credit fee, for the account of the Issuing Lender and the Participating Lenders, issued hereunder: (i) to the applicable Issuing Lender, for its own account with respect to each Standby L/CLetter of Credit, on a fronting fee equal to the average outstanding greater of US$500 per year per Letter of Credit and 0.25% per annum of the daily maximum amount available to be drawn under each Standby L/C at a rate per annum equal to the Applicable Margin for Revolving Credit Loans which are Eurodollar Loans in effect at such timeLetter of Credit, whether or not there are any such Eurodollar Loans outstanding at such time, payable in arrears, on the last day of each fiscal quarter of the Borrower and on the Revolving Credit Termination Date and (ii) with respect to each Commercial L/CLetter of Credit a fronting fee equal to 0.25% per annum of the daily maximum amount available to be drawn under each such Letter of Credit. Fronting fees are payable from and including the issue date, in arrears, on the aggregate face amount and to (but excluding) each January 15, April 15, July 15, and October 15 of each Commercial L/C at a rate equal to the Applicable Margin for Revolving Credit Loans which are Eurodollar Loans in effect at such time, whether or not there are any such Eurodollar Loans outstanding at such time, payable year and will be computed on the date such Commercial L/C is issued. In additionbasis of a 360-day year for the actual number of days elapsed; (ii) to US Administrative Agent, for the Borrower shall pay to account of the Issuing Lender (i) participating Lenders having a US Tranche Revolving Loan Commitment, with respect to each Standby L/C, in arrears on the last day Letter of each fiscal quarter Credit and Commercial Letter of the Borrower and on the Revolving Credit Termination Date with respect to the Revolving Credit CommitmentsCredit, a per annum letter of credit fee equal to 0.1253.75% per annum annum, computed on the average outstanding daily maximum amount available to be drawn under such Standby L/CLetters of Credit. Such fee is payable from and including the issue date, solely in arrears, on and to (but excluding) each January 15, April 15, July 15 and October 15 of each year and will be computed on the basis of a 360-day year for its own account as Issuing Lender the actual number of such Standby L/C days elapsed; and (iii) with respect to the issuance, amendment or transfer of each Letter of Credit and not on account each payment of its L/C Participating Interest therein a drawing made thereunder (without duplication of the fees payable under clauses (i) and (ii) above), documentary and processing charges in accordance with respect to each Commercial L/C, on such Issuing Lender's standard schedule for such charges in effect at the date such Commercial L/C is issued, a fee to equal to 0.125% on the aggregate face amount time of such Commercial L/Cissuance, solely for its own account amendment, transfer or payment, as Issuing Lender the case may be. For purposes of such Commercial L/C calculating any fees payable under clauses (i) and not on account (ii) of its L/C Participating Interest therein. (b) In connection with any payment of fees pursuant to this subsection 4.113.2, (1) the Administrative Agent agrees daily amount available to provide to the Borrower a statement of any such fees so paid; provided that the failure by the Administrative Agent to provide the Borrower with any such invoice shall not relieve the Borrower of its obligation to pay such fees. (c) In addition to the foregoing fees, the Borrower shall pay or reimburse the Issuing Lender for any taxes, fees, charges, expenses or other costs as are incurred or charged by the Issuing Lender in issuing, negotiating, effecting payment under, amending or otherwise administering be drawn under any Letter of CreditCredit as of any date of determination shall be determined as of the close of business on such date and (2) any amount described in such clauses which is denominated in a currency other than US Dollars shall be valued based on the applicable Exchange Rate for such currency as of the applicable date of determination. Promptly upon receipt of any amount described in clause (i) of this subsection 3.2, US Administrative Agent shall distribute to each Lender having a US Tranche Revolving Loan Commitment its Pro Rata Share of such amount. Notwithstanding the currency the Letter of Credit is denominated in, fees payable under clauses (i) and (ii) of this subsection 3.2 shall be paid in US Dollars.

Letter of Credit Fees. (a) In lieu of any letter of credit commissions and fees provided for in any L/C Application relating The Company shall pay to Letters of Credit (other than standard administrative, issuance, amendment and negotiation fees), the Borrower agrees to pay the Administrative Agent a Letter of Credit fee, for the account of the Issuing each Lender and the Participating Lenders, (i) a letter of credit fee with respect to each Standby Letter of Credit equal to the L/C, on C Fee Rate per annum of the average outstanding daily maximum amount available to be drawn under on such Letter of Credit, computed on a quarterly basis in arrears on each Standby L/C at a rate per annum equal to the Applicable Margin for Revolving Credit Loans which are Eurodollar Loans in effect at such time, whether or not there are any such Eurodollar Loans outstanding at such time, payable in arrears, on the last day of each fiscal quarter of the Borrower and on the Revolving Credit Termination Date and Quarterly Date. (iib) with respect to each Commercial L/C, on the aggregate face amount of each Commercial L/C at a rate equal to the Applicable Margin for Revolving Credit Loans which are Eurodollar Loans in effect at such time, whether or not there are any such Eurodollar Loans outstanding at such time, payable on the date such Commercial L/C is issued. In addition, the Borrower The Company shall pay to the Issuing Lender (i) with respect to a letter of credit fronting fee for each Standby L/C, in arrears on the last day Letter of each fiscal quarter of the Borrower and on the Revolving Credit Termination Date with respect to the Revolving Credit Commitments, a fee equal to 0.1250.25% per annum on of the average outstanding daily maximum amount available to be drawn under on such Standby L/CLetter of Credit, solely for its own account as Issuing Lender of such Standby L/C computed on a quarterly basis in arrears on each Quarterly Date and not on account of its L/C Participating Interest therein and (ii) with respect to each Commercial L/C, on the Expansion Loan Commitment Termination Date (or such later date on which such Commercial L/C is issued, a fee to equal to 0.125% on the aggregate face amount Letter of such Commercial L/C, solely for its own account as Issuing Lender of such Commercial L/C and not on account of its L/C Participating Interest therein. (b) In connection with any payment of fees pursuant to this subsection 4.11, the Administrative Agent agrees to provide to the Borrower a statement of any such fees so paid; provided that the failure by the Administrative Agent to provide the Borrower with any such invoice Credit shall not relieve the Borrower of its obligation to pay such feesexpire or be fully drawn). (c) In addition The letter of credit fees payable under subsection 3.8(a) and the fronting fees payable under subsection 3.8(b) shall be due and payable quarterly in arrears on each Quarterly Date during which Letters of Credit are outstanding, commencing on the first Quarterly Date to occur after the foregoing feesClosing Date, through the Borrower Expansion Loan Commitment Termination Date (or such later date upon which all outstanding Letters of Credit shall expire or be fully drawn), with the final payment to be made on the Expansion Loan Commitment Termination Date (or such later date). (d) The Company shall pay or reimburse to the Issuing Lender for any taxesfrom time to time on demand the normal issuance, presentation, amendment and other processing fees, and other standard costs and charges, expenses or other costs as are incurred or charged by of the Issuing Lender relating to letters of credit as from time to time in issuing, negotiating, effecting payment under, amending or otherwise administering any Letter of Crediteffect.

Letter of Credit Fees. (ai) In lieu The Borrower shall pay to the Agent for the account of any letter each Revolving Credit Lender a commission on such Lender’s Ratable Share of credit commissions and fees provided for in any L/C Application relating to the average daily Available Amount of all Letters of Credit (other than standard administrative, issuance, amendment and negotiation fees), the Borrower agrees to pay the Administrative Agent a Letter of Credit fee, issued for the account of the Issuing Lender Borrower and the Participating Lenders, (i) with respect outstanding from time to each Standby L/C, on the average outstanding amount available to be drawn under each Standby L/C time at a rate per annum equal to the sum of, (x) for Standby Letters of Credit, the Applicable Margin for Adjusted Term SOFR Rate Revolving Credit Loans which are Eurodollar Loans Advances for Standby Letters of Credit in effect at from time to time during such timecalendar quarter and (y) for Trade Letters of Credit, whether or not there are any the Applicable Margin for Adjusted Term SOFR Rate Revolving Credit Advances for Trade Letters of Credit in effect from time to time during such Eurodollar Loans outstanding at such timecalendar quarter, in each case, payable in arrears, arrears quarterly on the date that is fifteen (15) days after the last day of each fiscal quarter of the Borrower (as in effect on the Effective Date) commencing with the quarter ended January 29, 2022, and on the Revolving Credit latest Termination Date and (or such later date on which the participations in Letters of Credit of such Lender have terminated). (ii) with respect The Borrower shall pay to each Commercial L/CIssuing Bank, on the aggregate face amount for its own account, a fronting fee in Dollars in respect of each Commercial L/C Letter of Credit issued by such Issuing Bank for the period from and including the date of issuance of such Letter of Credit to and including the termination of such Letter of Credit, computed at a rate equal to 0.125% per annum of the Applicable Margin for Revolving daily stated amount of such Letter of Credit Loans which are Eurodollar Loans and such other commissions, issuance fees, transfer fees and other customary documentary and processing fees and charges in effect at connection with the Issuance or administration of each Letter of Credit as the Borrower and such timeIssuing Bank shall agree. The fronting fees described in this clause (ii) shall be due and payable (A) in the case of Trade Letters of Credit, whether or not there are any such Eurodollar Loans outstanding at such time, payable on the date such Commercial L/C is issued. In addition, of Issuance thereof and (B) in the Borrower shall pay to the Issuing Lender (i) with respect to each case of Standby L/CLetters of Credit, in arrears quarterly on the date that is fifteen (15) days after the last day of each fiscal quarter of the Borrower (as in effect on the Effective Date), and on the Revolving Credit latest Termination Date with respect to the Revolving Credit Commitments, a fee equal to 0.125% per annum (or such later date on the average outstanding amount available to be drawn under which such Standby L/C, solely for its own account as Issuing Lender of such Standby L/C and not on account of its L/C Participating Interest therein and (ii) with respect to each Commercial L/C, on the date such Commercial L/C is issued, a fee to equal to 0.125% on the aggregate face amount of such Commercial L/C, solely for its own account as Issuing Lender of such Commercial L/C and not on account of its L/C Participating Interest therein. (b) In connection with any payment of fees pursuant to this subsection 4.11, the Administrative Agent agrees to provide to the Borrower a statement of any such fees so paid; provided that the failure by the Administrative Agent to provide the Borrower with any such invoice shall not relieve the Borrower of its obligation to pay such fees. (c) In addition to the foregoing fees, the Borrower shall pay or reimburse the Issuing Lender for any taxes, fees, charges, expenses or other costs as are incurred or charged by the Issuing Lender in issuing, negotiating, effecting payment under, amending or otherwise administering any Letter of CreditCredit has been terminated).

Letter of Credit Fees. (a) In lieu of any letter of credit commissions Domestic Borrowers, on a joint and fees provided for in any L/C Application relating several basis, agree to pay the following amounts with respect to Letters of Credit (other than standard administrative, issuance, amendment and negotiation fees), the Borrower agrees to pay the Administrative Agent a Letter of Credit fee, for the account of the Issuing Lender and the Participating Lenders, issued hereunder: (i) with respect to each Standby L/CLetter of Credit, on (a) a fronting fee, payable directly to the average outstanding applicable Issuing Lender for its own account equal to .25% per annum of the daily maximum amount available to be drawn under each such Standby L/C at Letter of Credit and (b) a rate per annum letter of credit fee, payable to Administrative Agent for the account of Revolving Lenders, equal to the Applicable applicable Eurodollar Rate Margin for Revolving Credit Loans which are Eurodollar Loans in effect at multiplied by the daily amount available to be drawn under such timeStandby Letter of Credit, whether each such fronting fee or not there are any such Eurodollar Loans outstanding at such time, letter of credit fee to be payable in arrears, arrears on and to (but excluding) the last day Business Day of each fiscal quarter March, June, September and December of the Borrower each year and on the Revolving Credit Loan Commitment Termination Date and computed on the basis of a 360-day year for the actual number of days elapsed; (ii) with respect to each Commercial L/CLetter of Credit, on (a) a fronting fee, payable directly to the aggregate face amount of each Commercial L/C at a rate applicable Issuing Lender for its own account equal to the Applicable Margin for Revolving Credit Loans which are Eurodollar Loans in effect at such time, whether or not there are any such Eurodollar Loans outstanding at such time, payable on the date such Commercial L/C is issued. In addition, the Borrower shall pay to the Issuing Lender (i) with respect to each Standby L/C, in arrears on the last day of each fiscal quarter of the Borrower and on the Revolving Credit Termination Date with respect to the Revolving Credit Commitments, a fee equal to 0.125.25% per annum on of the average outstanding daily maximum amount available to be drawn under such Standby L/CCommercial Letter of Credit and (b) a letter of credit fee, solely payable to Administrative Agent for its own account as Issuing Lender of such Standby L/C and not on the account of its L/C Participating Interest therein Revolving Lenders, equal to the applicable Eurodollar Rate Margin for Revolving Loans multiplied by the daily amount available to be drawn under such Commercial Letter of Credit, each such fronting fee or letter of credit fee to be payable in arrears on and to (but excluding) the last Business Day of each March, June, September and December of each year and on the Revolving Loan Commitment Termination Date and computed on the basis of a 360-day year for the actual number of days elapsed; and (iii) with respect to the issuance, amendment, cancellation, transfer, renewal, presentation, honor or dishonor of any Letters of Credit, all fees and other issuance, amendment, cancellation, document examination, negotiation, transfer and presentment expenses and related charges (without duplication of the fees payable under clauses (i) and (ii) above) customarily charged by such Issuing Lender with respect to each Commercial L/Cstandby Letters of Credit, on payable at the date such Commercial L/C is issued, a fee to equal to 0.125% on the aggregate face amount time of invoice of such Commercial L/C, solely for its own account as Issuing Lender amounts. For purposes of such Commercial L/C calculating any fees payable under clauses (i) and not on account (ii) of its L/C Participating Interest therein. (b) In connection with any payment of fees pursuant to this subsection 4.113.2, (1) the Administrative Agent agrees daily amount available to provide to the Borrower a statement of any such fees so paid; provided that the failure by the Administrative Agent to provide the Borrower with any such invoice shall not relieve the Borrower of its obligation to pay such fees. (c) In addition to the foregoing fees, the Borrower shall pay or reimburse the Issuing Lender for any taxes, fees, charges, expenses or other costs as are incurred or charged by the Issuing Lender in issuing, negotiating, effecting payment under, amending or otherwise administering be drawn under any Letter of CreditCredit shall be 82 determined as of the close of business on any date of determination and (2) any amount described in such clauses which is denominated in a currency other than Dollars shall be valued based on the applicable Exchange Rate for such currency as of the applicable date of determination. Promptly upon receipt by Administrative Agent of any amount described in clause (i) or (ii) of this subsection 3.2, Administrative Agent shall distribute to each Revolving Lender its Pro Rata Share of such amount.

Letter of Credit Fees. (aThe U.S. Borrower agrees to pay, with respect to all(b) In lieu Letters of any letter of credit commissions and fees provided for in Credit Issued by any L/C Application relating to Letters of Credit (other than standard administrative, issuance, amendment and negotiation fees), the Borrower agrees to pay the Administrative Agent a Letter of Credit fee, for the account of the Issuing Lender and the Participating LendersIssuer, (i) with respect to each Standby L/C, on the average outstanding amount available to be drawn under each Standby such L/C Issuer certain fees and documentary and processing charges as separately agreed between the U.S. Borrower and such L/C Issuer, (ii) to the Administrative Agent, for the benefit of the Revolving Credit Lenders according to their Pro Rata Shares, a fee accruing at a rate per annum equal to the Applicable Margin for Revolving Credit Loans which that are Eurodollar Eurocurrency Rate Loans in effect at such time, whether or not there are any such Eurodollar Loans outstanding at such time, on the maximum undrawn face amount thereof payable in arrears, arrears (A) on the last day of each fiscal calendar quarter and (B) on the Revolving Credit Termination Date, (iii) without duplication of any other fees set forth herein, to the Borrower Administrative Agent, for the benefit of such L/C Issuer, customary fees upon the issuance, amendment or extension of Letters of Credit by such L/C Issuer at the prevailing rates, payable in arrears (A) on the last day of each calendar quarter and (B) on the Revolving Credit Termination Date and (iiiv) with respect to each Commercial L/Cthe Administrative Agent, on for the aggregate face amount benefit of each Commercial such L/C Issuer, a fronting fee accruing at a rate equal to the Applicable Margin for Revolving Credit Loans which are Eurodollar Loans in effect at such time, whether or not there are any such Eurodollar Loans outstanding at such time, payable 0.25% per annum on the date such Commercial L/C is issued. In addition, the Borrower shall pay to the Issuing Lender (i) with respect to each Standby L/C, maximum undrawn face amount thereof payable in arrears (A) on the last day of each fiscal calendar quarter of the Borrower and (B) on the Revolving Credit Termination Date with respect to Date; provided, however, that the Revolving Credit Commitments, a fee equal to 0.125payable under clause (ii) above shall be increased by 2% per annum and shall be payable, in addition to being payable on the average outstanding amount available any date it is otherwise required to be drawn under such Standby L/C, solely for its own account as Issuing Lender of such Standby L/C and not on account of its L/C Participating Interest therein and (ii) with respect to each Commercial L/Cpaid hereunder, on demand effective immediately upon (x) the date such Commercial L/C is issuedoccurrence of any Event of Default under Section 9.1(a)(i), 9.1(a)(ii) or (d)(ii) or (y) the delivery of a fee to equal to 0.125% on notice by the aggregate face amount of such Commercial L/CRequired Lenders, solely for its own account as Issuing Lender of such Commercial L/C and not on account of its L/C Participating Interest therein. (b) In connection with any payment of fees pursuant to this subsection 4.11, or the Administrative Agent agrees to provide at the direction of the Required Lenders, to the U.S. Borrower a statement during the continuance of any other Event of Default and, in each case, for as long as such fees so paid; provided Event of Default shall be continuing (it being agreed that the failure any delivery of any notice of election by the Administrative Agent or the Required Lenders to provide impose the Borrower with any such invoice default rate of interest under Section 2.9(c)(ii) shall not relieve be deemed to be the Borrower delivery of its obligation a notice under this clause (y) to pay such feesimpose an increase of the fee payable under clause (ii) above). (c) In addition to the foregoing fees, the Borrower shall pay or reimburse the Issuing Lender for any taxes, fees, charges, expenses or other costs as are incurred or charged by the Issuing Lender in issuing, negotiating, effecting payment under, amending or otherwise administering any Letter of Credit.

Letter of Credit Fees. (a) In lieu of any letter of credit commissions and fees provided for in any L/C Application relating to Letters of Credit (other than standard administrative, issuance, amendment and negotiation fees), the Borrower agrees to pay the following fees: (1) To the Administrative Agent a Letter of Credit feeAgent, for the account of each Lender with a Revolving Loan Commitment, a letter of credit fee for each calendar quarter (or portion thereof) in respect of all Letters of Credit outstanding during such quarter, at a per annum rate equal to the LIBOR Margin for the Revolving Loan Facility in effect from time to time during such quarter for Revolving Loans that are maintained as LIBOR Loans, on such Lender's ratable share (based on its Pro Rata Share of the Revolving Loan Commitment or, if the Revolving Loan Commitment has expired or terminated, the proportion its Letter of Credit Exposure bears to the aggregate Letter of Credit Exposure) of the daily average aggregate Stated Amount of such Letters of Credit, payable in arrears (i) on the last Business Day of each calendar quarter, beginning June 30, 2002, and (ii) on the later of the Revolving Facility Expiration Date and the date of termination of the last outstanding Letter of Credit. (2) To the Issuing Lender for its own account, a facing fee for each calendar quarter (or portion thereof) in respect of all Letters of Credit issued by the Issuing Lender and the Participating Lendersoutstanding during such quarter, (i) with respect to each Standby L/C, on the average outstanding amount available to be drawn under each Standby L/C at a rate per annum equal to the Applicable Margin for Revolving Credit Loans which are Eurodollar Loans in effect at such time, whether or not there are any such Eurodollar Loans outstanding at such time, payable in arrears, on the last day rate of each fiscal quarter of the Borrower and on the Revolving Credit Termination Date and (ii) with respect to each Commercial L/C, on the aggregate face amount of each Commercial L/C at a rate equal to the Applicable Margin for Revolving Credit Loans which are Eurodollar Loans in effect at such time, whether or not there are any such Eurodollar Loans outstanding at such time, payable on the date such Commercial L/C is issued. In addition, the Borrower shall pay to the Issuing Lender (i) with respect to each Standby L/C, in arrears on the last day of each fiscal quarter of the Borrower and on the Revolving Credit Termination Date with respect to the Revolving Credit Commitments, a fee equal to 0.125% per annum on the average outstanding amount available to be drawn under such Standby L/C, solely for its own account as Issuing Lender of such Standby L/C and not on account of its L/C Participating Interest therein and (ii) with respect to each Commercial L/C, on the date such Commercial L/C is issued, a fee to equal to 0.125% on the daily average aggregate face amount Stated Amount of such Commercial L/Cstandby Letters of Credit payable in arrears (A) on the last Business Day of each calendar quarter, solely beginning June 30, 2002, and (B) on the Revolving Facility Expiration Date. (3) To the Issuing Lender, for its own account account, such commissions, issuance fees, transfer fees and other fees and charges incurred in connection with the issuance and administration of each Letter of Credit as are customarily and reasonably charged from time to time by the Issuing Lender for the performance of such Commercial Lservices in connection Second Agreement Regarding Amendments to Loan Documents/C and not on account US Unwired with similar letters of its L/C Participating Interest therein. (b) In connection with any payment of fees pursuant credit, or as may be otherwise agreed to this subsection 4.11, the Administrative Agent agrees to provide to the Borrower a statement of any such fees so paid; provided that the failure by the Administrative Agent to provide the Borrower with any such invoice shall not relieve the Borrower Issuing Lender, but without duplication of its obligation to pay such feesamounts payable under Subsection 1.4(E)(2) above." (c) In addition to the foregoing fees, the Borrower shall pay or reimburse the Issuing Lender for any taxes, fees, charges, expenses or other costs Subsection 1.6(D) is hereby amended and restated in its entirety as are incurred or charged by the Issuing Lender in issuing, negotiating, effecting payment under, amending or otherwise administering any Letter of Credit.follows:

Letter of Credit Fees. (a) In lieu of any letter of credit commissions Borrowers jointly and fees provided for in any L/C Application relating severally agree to pay the following amounts with respect to Letters of Credit (other than standard administrative, issuance, amendment and negotiation fees), the Borrower agrees to pay the Administrative Agent a Letter of Credit fee, for the account of the Issuing Lender and the Participating Lenders, issued hereunder: (i) with respect to each Standby L/CLetter of Credit, on (a) a fronting fee, payable directly to the average outstanding applicable Issuing Lender for its own account, equal to 1/4 of 1% per annum of the daily amount available to be drawn under each such Standby L/C at Letter of Credit and (b) a rate per annum letter of credit fee, payable to Administrative Agent for the account of Lenders having Revolving Loan Exposure, equal to the product of (x) the Applicable Eurodollar Rate Margin for Revolving Loans and (y) the daily amount available to be drawn under such Standby Letter of Credit, each such fronting fee or letter of credit fee to be payable quarterly in arrears on each Quarterly Payment Date and upon the first day on or after the Revolving Loan Commitment Termination Date upon which no Letters of Credit Loans which are Eurodollar Loans in effect at such time, whether or not there are any such Eurodollar Loans remain outstanding at such time, payable in arrears, and be computed on the last basis of a 360-day year for the actual number of each fiscal quarter of the Borrower and on the Revolving Credit Termination Date and days elapsed; (ii) with respect to each Commercial L/CLetter of Credit, on (a) a fronting fee, payable directly to the aggregate face amount of each Commercial L/C at a rate applicable Issuing Lender for its own account, equal to the Applicable Margin for Revolving Credit Loans which are Eurodollar Loans in effect at such time, whether or not there are any such Eurodollar Loans outstanding at such time, payable on the date such Commercial L/C is issued. In addition, the Borrower shall pay to the Issuing Lender (i) with respect to each Standby L/C, in arrears on the last day 1/4 of each fiscal quarter of the Borrower and on the Revolving Credit Termination Date with respect to the Revolving Credit Commitments, a fee equal to 0.1251 % per annum on of the average outstanding daily amount available to be drawn under such Standby L/CCommercial Letter of Credit and (b) a letter of credit fee, solely payable to Administrative Agent for the account of Lenders having Revolving Loan Exposure, equal to the product of (x) the Applicable Eurodollar Rate Margin for Revolving Loans and (y) the daily amount available to be drawn under such Commercial Letter of Credit, each such fronting fee or letter of credit fee to be payable quarterly in arrears on each Quarterly Payment Date and upon the first day on or after the Revolving Loan Commitment Termination Date upon which no Letters of Credit remain outstanding and be computed on the basis of a 360-day year for the actual number of days elapsed; and (iii) with respect to the issuance, amendment or transfer of each Letter of Credit and each payment of a drawing made thereunder (without duplication of the fees payable under clauses (i) and (ii) above), documentary and processing charges payable directly to the applicable Issuing Lender for its own account as in accordance with such Issuing Lender Lender's standard schedule for such charges in effect at the time of such Standby L/C and not on account issuance, amendment, transfer or payment, as the case may be. For purposes of its L/C Participating Interest therein calculating any fees payable under clauses (i) and (ii) of this subsection 3.2, the daily amount available to be drawn under any Letter of Credit shall be determined as of the close of business on any date of determination. Promptly upon receipt by Administrative Agent of any amount described in clause (i)(b) or (ii)(b) of this subsection 3.2, Administrative Agent shall distribute to each Lender its Pro Rata Share (with respect to each Commercial L/C, on the date such Commercial L/C is issued, a fee to equal to 0.125% on the aggregate face amount its --- ---- Revolving Loan Commitment) of such Commercial L/C, solely for its own account as Issuing Lender of such Commercial L/C and not on account of its L/C Participating Interest thereinamount. (b) In connection with any payment of fees pursuant to this subsection 4.11, the Administrative Agent agrees to provide to the Borrower a statement of any such fees so paid; provided that the failure by the Administrative Agent to provide the Borrower with any such invoice shall not relieve the Borrower of its obligation to pay such fees. (c) In addition to the foregoing fees, the Borrower shall pay or reimburse the Issuing Lender for any taxes, fees, charges, expenses or other costs as are incurred or charged by the Issuing Lender in issuing, negotiating, effecting payment under, amending or otherwise administering any Letter of Credit.

Letter of Credit Fees. (a) In lieu The Companies shall pay to the Agent for the account of any each of the Banks a letter of credit commissions and fees provided for in any fee with respect to (x) the Sublimit L/C Application relating Cs equal to the Applicable Margin with respect to the Offshore Rate Loans less 1/16th of 1% per annum of the average daily maximum Dollar Equivalent Amount (computed based on currency exchange rates in effect as of the most recent Valuation Date) available to be drawn under the outstanding Sublimit L/Cs and (y) the FIP L/Cs equal to the Applicable Margin with respect to Offshore Rate Loans of the average daily Dollar Equivalent Amount (computed based on currency exchange rates in effect as of the most recent Valuation Date) available to be drawn under the outstanding FIP L/Cs, in each case computed on a quarterly basis in arrears on the last Business Day of each calendar quarter based upon Sublimit L/Cs and FIP L/Cs outstanding for that quarter as calculated by the Agent. Such letter of credit fees shall be due and payable quarterly in arrears on the first Business Day following the calendar quarter during which Letters of Credit are outstanding, commencing on the first such quarterly date to occur after the Effective Date, through the Termination Date (other than standard administrative, issuance, amendment and negotiation feesor such later date upon which the outstanding Letters of Credit shall expire), with the Borrower agrees final payment to pay be made on the Administrative Agent a Letter Termination Date (or such later expiration date). For purposes of calculating the fees payable under this Section 3.8(a), any undrawn commercial Letters of Credit fee, shall be considered outstanding and available to be drawn upon for 25 days after their expiry date. (b) The Companies shall pay to the Agent for the account of the Issuing Lender and the Participating Lenders, (i) Bank a letter of credit fee with respect to each Standby the Sublimit L/C, on Cs equal to 1/16th of 1% per annum of the average outstanding amount daily maximum Dollar Equivalent Amount (computed based on currency exchange rates in effect as of the most recent Valuation Date) available to be drawn under each Standby the outstanding Sublimit L/C at Cs, computed on a rate per annum equal to the Applicable Margin for Revolving Credit Loans which are Eurodollar Loans quarterly basis in effect at such time, whether or not there are any such Eurodollar Loans outstanding at such time, payable in arrears, arrears on the last day Business Day of each fiscal calendar quarter based upon Letters of Credit outstanding for that quarter as calculated by the Borrower Agent. Such letter of credit fees shall be due and payable quarterly in arrears on the Revolving first Business Day following the calendar quarter during which Letters of Credit are outstanding, commencing on the first such quarterly date to occur after the Effective Date, through the Termination Date and (ii) or such later date upon which the outstanding Letters of Credit shall expire), with respect the final payment to each Commercial L/C, be made on the aggregate face amount Termination Date (or such later expiration date). For purposes of each Commercial L/C at a rate equal calculating the fees payable under this Section 3.8(b), any undrawn commercial Letters of Credit shall be considered outstanding and available to the Applicable Margin be drawn upon for Revolving Credit Loans which are Eurodollar Loans in effect at such time, whether or not there are any such Eurodollar Loans outstanding at such time, payable on the date such Commercial L/C is issued. In addition, the Borrower 25 days after their expiry date. (c) The Companies shall pay to the Issuing Lender (i) with respect Bank from time to each Standby L/Ctime on demand the normal issuance, in arrears on the last day of each fiscal quarter presentation, amendment and other processing fees, and other standard costs and charges, of the Borrower and on the Revolving Credit Termination Date with respect Issuing Bank relating to the Revolving Credit Commitments, a fee equal letters of credit as from time to 0.125% per annum on the average outstanding amount available to be drawn under such Standby L/C, solely for its own account as Issuing Lender of such Standby L/C and not on account of its L/C Participating Interest therein and (ii) with respect to each Commercial L/C, on the date such Commercial L/C is issued, a fee to equal to 0.125% on the aggregate face amount of such Commercial L/C, solely for its own account as Issuing Lender of such Commercial L/C and not on account of its L/C Participating Interest thereintime in effect. (b) In connection with any payment of fees pursuant to this subsection 4.11, the Administrative Agent agrees to provide to the Borrower a statement of any such fees so paid; provided that the failure by the Administrative Agent to provide the Borrower with any such invoice shall not relieve the Borrower of its obligation to pay such fees. (c) In addition to the foregoing fees, the Borrower shall pay or reimburse the Issuing Lender for any taxes, fees, charges, expenses or other costs as are incurred or charged by the Issuing Lender in issuing, negotiating, effecting payment under, amending or otherwise administering any Letter of Credit.

Letter of Credit Fees. The Borrower shall pay to the Administrative Agent: (a) In lieu for the benefit of any letter the Lenders, in consideration for the issuance of credit commissions and fees provided for in any L/C Application relating to Letters of Credit (other than standard administrativeissued for its account hereunder, issuance, amendment and negotiation fees), the Borrower agrees to pay the Administrative Agent a Letter of Credit fee, for the account of the Issuing Lender and the Participating Lenders, (i) with respect to each Standby L/C, on the average outstanding amount available to be drawn under each Standby L/C at a rate per annum non-refundable fee equal to the Applicable Margin for Revolving Credit Loans which are Eurodollar (applicable to Loans in effect at such timeCurrency) on the average daily face amount of each such Letter of Credit, whether or not there are less the amount of any draws on such Eurodollar Loans outstanding at such timeLetter of Credit, payable quarterly in arrears, arrears on the last day later of (i) the fifteenth (15th) Business Day of each fiscal calendar quarter of for the Borrower and on the Revolving Credit Termination Date preceding calendar quarter and (ii) the fifth (5th) Business Day following receipt of an invoice from the Administrative Agent, commencing on the issuance date and continuing for so long as such Letter of Credit remains outstanding (such fee shall be payable in Dollars); and (b) for the benefit of the Letter of Credit Issuer, and for the Letter of Credit Issuer’s own account, in consideration of the issuance and fronting of Letters of Credit, a fronting fee, with respect to each Commercial L/CLetter of Credit, on the aggregate face amount of each Commercial L/C at a rate equal to the Applicable Margin for Revolving Credit Loans which are Eurodollar Loans in effect at such time, whether or not there are any such Eurodollar Loans outstanding at such time, payable on the date such Commercial L/C is issued. In addition, the Borrower shall pay to the Issuing Lender (i) with respect to each Standby L/C, in arrears on the last day of each fiscal quarter of the Borrower and on the Revolving Credit Termination Date with respect to the Revolving Credit Commitments, a fee equal to 0.125% per annum annum, computed on the average outstanding daily amount available to be drawn under such Standby L/CLetter of Credit on a quarterly basis in arrears, solely which fee shall be waived by ING if it is the sole Lender in the Credit Facility. Such fronting fee shall be due and payable on (i) the later of (A) the fifteenth (15th) Business Day of each calendar quarter for the preceding calendar quarter (or portion thereof, in the case of the first payment) and (B) the fifth (5th) Business Day following receipt of an invoice from the Administrative Agent, commencing with the first such date to occur after the issuance of such Letter of Credit, (ii) the Maturity Date and (iii) thereafter (if applicable) on demand. For purposes of computing the daily amount available to be drawn under any Letter of Credit, the amount of such Letter of Credit shall be determined in accordance with Section 1.4. In addition, the Borrower Party shall pay directly to the Letter of Credit Issuer for its own account as Issuing Lender of such Standby L/C the customary issuance, presentation, amendment and not on account of its L/C Participating Interest therein and (ii) with respect to each Commercial L/C, on the date such Commercial L/C is issued, a fee to equal to 0.125% on the aggregate face amount of such Commercial L/C, solely for its own account as Issuing Lender of such Commercial L/C and not on account of its L/C Participating Interest therein. (b) In connection with any payment of fees pursuant to this subsection 4.11, the Administrative Agent agrees to provide to the Borrower a statement of any such fees so paid; provided that the failure by the Administrative Agent to provide the Borrower with any such invoice shall not relieve the Borrower of its obligation to pay such fees. (c) In addition to the foregoing other processing fees, the Borrower shall pay or reimburse the Issuing Lender for any taxes, fees, and other standard costs and charges, expenses or other costs as are incurred or charged by of the Issuing Lender in issuing, negotiating, effecting payment under, amending or otherwise administering any Letter of CreditCredit 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.

Letter of Credit Fees. (a) In lieu of any letter of credit commissions and fees provided for in any L/C Application relating to Letters of Credit (other than standard administrative, issuance, amendment and negotiation fees), the The Borrower agrees to pay the following amounts with respect to Letters of Credit issued by any Issuer: (i) to the Administrative Agent a Letter of Credit fee, for the account of the Issuing Lender and the Participating Lenderseach Issuer of a Letter of Credit, with respect to each Letter of Credit issued by such Issuer, an issuance fee of 0.125% per annum (i“Fronting Fees”), payable in arrears (x) with respect to each Standby L/C, Revolving Letters of Credit (A) on the average outstanding amount available last Business Day of each calendar quarter (commencing with the calendar quarter ending September 30, 2006) and (B) on the Revolving Facility Termination Date, and (y) with respect to be drawn under Synthetic Letters of Credit (A) on the last Business Day of each Standby L/C calendar quarter (commencing with the calendar quarter ending September 30, 2006) and (B) on the Synthetic Facility Termination Date; (ii) to the Administrative Agent for the account and ratable benefit of the applicable Lenders, with respect to each Revolving Letter of Credit, a fee (the “Revolving Letter of Credit Participation Fee”) accruing at a rate per annum equal to the Applicable Margin for Revolving Credit Loans which that are Eurodollar Rate Loans in effect at such time, whether or not there are any such Eurodollar Loans outstanding at such time, payable in arrears, on the last day of each fiscal quarter of the Borrower and on the Revolving Credit Termination Date and (ii) with respect to each Commercial L/C, on the aggregate face amount of each Commercial L/C at a rate equal to the Applicable Margin for Revolving Credit Loans which are Eurodollar Loans in effect at such time, whether or not there are any such Eurodollar Loans outstanding at such time, payable on the date such Commercial L/C is issued. In addition, the Borrower shall pay to the Issuing Lender (i) with respect to each Standby L/C, in arrears on the last day of each fiscal quarter of the Borrower and on the Revolving Credit Termination Date with respect to the Revolving Credit Commitments, a fee equal to 0.125% per annum on the average outstanding maximum amount available from time to time to be drawn under such Standby L/CRevolving Letter of Credit (in the case of any Revolving Letter of Credit denominated in a currency other than Dollars, solely based on the Dollar Equivalent of the average undrawn amount thereof on the payment date for its own account as Issuing Lender such fee), payable in arrears (A) on the last Business Day of such Standby L/C and not on account of its L/C Participating Interest therein each calendar quarter (commencing with the calendar quarter ending September 30, 2006) and (iiB) with respect to each Commercial L/C, on the date Revolving Facility Termination Date; provided, however, that during the continuance of an Event of Default under Section 9.1(a) or (b), such Commercial L/C is issuedfee shall be increased, a fee to equal to 0.125% upon the election of the Requisite Lenders (except if an Event of Default has occurred under Section 9.1(f) (Events of Default) that results in the automatic acceleration of the Obligations, in which case such increase shall be immediate), by two percent per annum and shall be payable on the aggregate face amount of such Commercial L/C, solely for its own account as Issuing Lender of such Commercial L/C and not on account of its L/C Participating Interest therein.demand; and (biii) In connection with any payment of fees pursuant to this subsection 4.11, the Administrative Agent agrees to provide to the Borrower a statement Issuer of any such fees so paid; provided that the failure by the Administrative Agent to provide the Borrower with any such invoice shall not relieve the Borrower of its obligation to pay such fees. (c) In addition to the foregoing fees, the Borrower shall pay or reimburse the Issuing Lender for any taxes, fees, charges, expenses or other costs as are incurred or charged by the Issuing Lender in issuing, negotiating, effecting payment under, amending or otherwise administering any Letter of Credit, with respect to the issuance, amendment or transfer of each Letter of Credit and each drawing made thereunder, documentary and processing charges in accordance with such Issuer’s standard schedule for such charges in effect at the time of issuance, amendment, transfer or drawing, as the case may be.

Letter of Credit Fees. (a) In lieu of any letter of credit commissions and fees provided for in any L/C Application relating Borrowers agree to pay the following amounts with respect to Letters of Credit (other than standard administrative, issuance, amendment and negotiation fees), the Borrower agrees to pay the Administrative Agent a Letter of Credit fee, for the account of the Issuing Lender and the Participating Lenders, issued hereunder: (i) with respect to each Standby L/CLetter of Credit, on (a) a fronting fee, payable directly to the average outstanding applicable Issuing Lender for its own account, equal to the greater of (X) $250 and (Y) 0.25% per annum of the daily amount available to be drawn under each such Standby L/C at Letter of Credit and (b) a rate per annum letter of credit fee, payable to Administrative Agent for the account of Revolving Lenders, equal to the Applicable applicable Eurodollar Rate Margin for Revolving Credit Loans which are Eurodollar Loans in effect at multiplied by the amount available to be drawn under such time------------- Standby Letter of Credit, whether each such fronting fee or not there are any such Eurodollar Loans outstanding at such time, letter of credit fee to be payable in arrears, on the last day of each fiscal quarter of the Borrower and on the Revolving Credit Termination Date and arrears on (ii) with respect to each Commercial L/CLetter of Credit, on (a) a fronting fee, payable directly to the aggregate face amount of each Commercial L/C at a rate applicable Issuing Lender for its own account, equal to the Applicable Margin for Revolving Credit Loans which are Eurodollar Loans in effect at such time, whether or not there are any such Eurodollar Loans outstanding at such time, payable on the date such Commercial L/C is issued. In addition, the Borrower shall pay to the Issuing Lender greater of (iX) with respect to each Standby L/C, in arrears on the last day of each fiscal quarter of the Borrower $250 and on the Revolving Credit Termination Date with respect to the Revolving Credit Commitments, a fee equal to 0.125(Y) 0.25% per annum on of the average outstanding daily amount available to be drawn under such Standby L/CCommercial Letter of Credit and (b) a letter of credit fee, solely payable to Administrative Agent for the account of Revolving Lenders, equal to the applicable Eurodollar Rate Margin for Revolving Loans multiplied by the amount available to be drawn under such ------------- Commercial Letter of Credit, each such fronting fee or letter of credit fee to be payable in arrears on and to (but excluding) the first Business Day of each Fiscal Quarter and computed on the basis of a 360-day year for the actual number of days elapsed; (iii) with respect to the issuance, amendment or transfer of each Letter of Credit and each payment of a drawing made thereunder (without duplication of the fees payable under clauses (i) and (ii) above), documentary and processing charges payable directly to the applicable Issuing Lender for its own account as in accordance with such Issuing Lender Lender's standard schedule for such charges in effect at the time of such Standby L/C and not on account issuance, amendment, transfer or payment, as the case may be; and (iv) For purposes of its L/C Participating Interest therein calculating any fees payable under clauses (i) and (ii) with respect to each Commercial L/C, on the date such Commercial L/C is issued, a fee to equal to 0.125% on the aggregate face amount of such Commercial L/C, solely for its own account as Issuing Lender of such Commercial L/C and not on account of its L/C Participating Interest therein. (b) In connection with any payment of fees pursuant to this subsection 4.113.2, the Administrative Agent agrees daily amount available to provide to the Borrower a statement of any such fees so paid; provided that the failure by the Administrative Agent to provide the Borrower with any such invoice shall not relieve the Borrower of its obligation to pay such fees. (c) In addition to the foregoing fees, the Borrower shall pay or reimburse the Issuing Lender for any taxes, fees, charges, expenses or other costs as are incurred or charged by the Issuing Lender in issuing, negotiating, effecting payment under, amending or otherwise administering be drawn under any Letter of Credit shall be determined as of the close of business on any date of determination and any amount described in such clauses which is denominated in a currency other than Dollars shall be valued based on the applicable Exchange Rate for such currency as of the applicable date of determination. Promptly upon receipt by Administrative Agent of any amount described in clause (i)(b) or (ii)(b) of this subsection 3.2, Administrative Agent shall distribute to each Revolving Lender its Pro Rata Share of such amount. With respect to Existing Letters of Credit, the fees described in clause (i) above shall accrue from and including the Closing Date.

Letter of Credit Fees. (ai) In lieu of any letter of credit commissions and fees provided for in any L/C Application relating to Letters of Credit (other than standard administrative, issuance, amendment and negotiation fees), the Borrower agrees to pay the Administrative Agent a Letter of Credit fee, for shall be entitled to charge to the account of the Issuing Lender and Funds Administrator on the Participating Lendersfirst Business Day of the month immediately succeeding each Fiscal Quarter, (i) a fee for the ratable benefit of the Lenders for distribution to each Lender, in an amount equal to the Eurodollar Margin for Loans with respect to each Standby L/C, all Letters of Credit on the average daily undrawn amounts outstanding amount available during the immediately preceding Fiscal Quarter; provided that from the date an Event of Default occurs, and at all times thereafter until the earlier of the date upon which (A) all Obligations have been paid and satisfied in full and (B) such Event of Default shall not be continuing, such fee shall be equal to be drawn under each Standby L/C at a rate two (2%) percent per annum above the Eurodollar Margin, otherwise applicable hereunder and shall be payable on demand (such fees, the “Letter of Credit Fees”); and (ii) Administrative Agent shall be entitled to charge to the account of the Funds Administrator on the first Business Day of the month immediately succeeding each Fiscal Quarter, a fee for the benefit of the Facing Bank equal to the Applicable Margin for Revolving Credit Loans which are Eurodollar Loans in effect at such time, whether or not there are any such Eurodollar Loans outstanding at such time, payable in arrears, on the last day greater of each fiscal quarter of the Borrower and on the Revolving Credit Termination Date (X) $500 per annum and (iiY) with respect to each Commercial L/C, on the aggregate face amount of each Commercial L/C at a rate equal to the Applicable Margin for Revolving Credit Loans which are Eurodollar Loans in effect at such time, whether or not there are any such Eurodollar Loans outstanding at such time, payable on the date such Commercial L/C is issued. In addition, the Borrower shall pay to the Issuing Lender (i) with respect to each Standby L/C, in arrears on the last day of each fiscal quarter of the Borrower and on the Revolving Credit Termination Date with respect to the Revolving Credit Commitments, a fee equal to 0.125% per annum on the average outstanding amount available to be drawn under such Standby L/C, solely for its own account as Issuing Lender of such Standby L/C and not on account of its L/C Participating Interest therein and (ii) with respect to each Commercial L/C, all Letters of Credit on the date such Commercial L/C is issued, a fee to equal to 0.125% on daily undrawn amounts outstanding during the aggregate face amount of such Commercial L/C, solely for its own account as Issuing Lender of such Commercial L/C and not on account of its L/C Participating Interest therein. immediately preceding Fiscal Quarter (b) In connection with any payment of fees pursuant to this subsection 4.11, the Administrative Agent agrees to provide to the Borrower a statement of any such fees so paid; provided that the failure by the Administrative Agent to provide the Borrower with any such invoice shall not relieve the Borrower of its obligation to pay such fees. (c) “Fronting Fee”). In addition to the foregoing feesFronting Fee, Administrative Agent shall be entitled to charge the account of the Funds Administrator, as and when incurred, the Borrower shall pay or reimburse the Issuing Lender for any taxescustomary charges, fees, chargescosts and expenses of the Facing Bank for the issuance, expenses transfer, amendment or other costs as are incurred or charged by the Issuing Lender in issuing, negotiating, effecting payment under, amending or otherwise administering of any Letter of CreditCredit (the “Facing Bank Fees”). Each determination of the Fronting Fee and Facing Bank Fees shall be made by the Facing Bank and provided in writing to Administrative Agent and shall be conclusive and binding for purposes of Agent’s right to collect and distribute such fees, absent manifest error.

Letter of Credit Fees. (a) In lieu of any letter of credit commissions and fees provided for in any L/C Application relating The Company agrees to pay the following amounts with respect to Letters of Credit issued by any Issuer: (other than standard administrative, issuance, amendment and negotiation fees), the Borrower agrees i) to pay the Administrative Agent a Letter of Credit fee, for the account of eachdirectly to the Issuing Lender and the Participating LendersIssuer of a Letter of Credit, (i) with respect to each Standby L/CLetter of Credit Issued by such Issuer, an issuance fee equal to 0.125% per annum (or such lesser rate as agreed between the Company and such Issuer) of the Dollar Equivalent of the maximum undrawn face amount of such Letter of Credit, payable quarterly in arrears in Dollars (A) on the average outstanding amount available first Business Day of each calendar quarter, commencing onwith the first such Business Daydate following the issuance of such Letter of Credit and, (B) on the Termination Date and (C) thereafter on demand. Computations of the issuance fees shall be made by the Issuer on the basis of a year of 360 days; (ii) to be drawn under the Administrative Agent for the ratable benefit of the LC Participants, with respect to each Standby L/C Letter of Credit, a fee (the “LC Fee”) accruing in Dollars at a rate per annum equal to the Applicable Margin for Revolving Credit Loans which are Eurodollar Loans in effect at on the maximum undrawn face amount of such time, whether or not there are any such Eurodollar Loans outstanding at such timeLetter of Credit, payable in arrears, arrears (A) on the last day first Business Day of each fiscal quarter of the Borrower and calendar quarter, commencing on the Revolving first such Business Day following the issuance of such Letter of Credit Termination Date and (iiB) with respect to each Commercial L/C, on the aggregate face amount Termination Date; provided, however, that during the continuance of each Commercial L/C at a rate equal an Event of Default (to the Applicable Margin for Revolving Credit Loans which are Eurodollar Loans extent that additional interest accrues on the LC Disbursements or other Obligations pursuant to Section 2.10(c) (Default Interest)), such fee shall be increased by two percent per annum (instead of, and not in effect at such timeaddition to, whether or not there are any such Eurodollar Loans outstanding at such time, increase pursuant to Section 2.10(c) (Default Interest)) and shall be payable on the date such Commercial L/C is issued. In addition, the Borrower shall pay demand; and (iii) directly to the Issuing Lender (i) with respect to each Standby L/CIssuer of any Letter of Credit, in arrears on the last day of each fiscal quarter of the Borrower and on the Revolving Credit Termination Date with respect to the Revolving issuance, amendment or transfer of each Letter of Credit Commitmentsand each drawing made thereunder, a fee equal to 0.125% per annum on documentary and processing charges in accordance with such Issuer’s standard schedule for such charges in effect at the average outstanding amount available to be drawn under such Standby L/Ctime of issuance, solely for its own account amendment, transfer or drawing, as Issuing Lender of such Standby L/C and not on account of its L/C Participating Interest therein and (ii) with respect to each Commercial L/C, on the date such Commercial L/C is issued, a fee to equal to 0.125% on the aggregate face amount of such Commercial L/C, solely for its own account as Issuing Lender of such Commercial L/C and not on account of its L/C Participating Interest therein. (b) In connection with any payment of fees pursuant to this subsection 4.11, the Administrative Agent agrees to provide to the Borrower a statement of any such fees so paid; provided that the failure by the Administrative Agent to provide the Borrower with any such invoice shall not relieve the Borrower of its obligation to pay such fees. (c) In addition to the foregoing case may be. Such customary fees, the Borrower shall pay or reimburse the Issuing Lender for any taxes, fees, charges, expenses or other and standard costs as and charges are incurred or charged by the Issuing Lender due and payable in issuing, negotiating, effecting payment under, amending or otherwise administering any Letter Dollars within ten (10) Business Days of Creditdemand and are nonrefundable.

Letter of Credit Fees. (a) In lieu of any letter of credit commissions and fees provided for in any L/C Application relating to Letters of Credit (other than standard administrative, issuance, amendment and negotiation fees), the Borrower Company agrees to pay the Administrative Agent a Letter of Credit fee, for the account of the Issuing Lender and the Participating Lenders, (i) with respect to each Standby L/C, on the average outstanding amount available to be drawn under each Standby L/C at a rate per annum equal to the Applicable Margin for Revolving Credit Loans which are Eurodollar Loans in effect at such time, whether or not there are any such Eurodollar Loans outstanding at such time, payable in arrears, on the last day of each fiscal quarter of the Borrower Company and on the Revolving Credit Termination Date and (ii) with respect to each Commercial L/C, on the aggregate face amount of each Commercial L/C at a rate equal to the Applicable Margin for Revolving Credit Loans which are Eurodollar Loans in effect at such time, whether or not there are any such Eurodollar Loans outstanding at such time, payable on the date such Commercial L/C is issued. In addition, the Borrower Company shall pay to the Issuing Lender (i) with respect to each Standby L/C, in arrears on the last day of each fiscal quarter of the Borrower Company and on the Revolving Credit Termination Date with respect to the Revolving Credit Commitments, a fee equal to 0.125be agreed with the applicable Issuing Lender but not greater than 1/4 of 1% per annum on the average outstanding amount available to be drawn under such Standby L/C, solely for its own account as Issuing Lender of such Standby L/C and not on account of its L/C Participating Interest therein and (ii) with respect to each Commercial L/C, on the date such Commercial L/C is issued, a fee to equal to 0.125be agreed with the applicable Issuing Lender but not greater than 1/4 of 1% on the aggregate face amount of such Commercial L/C, solely for its own account as Issuing Lender of such Commercial L/C and not on account of its L/C Participating Interest therein. (b) In connection with any payment of fees pursuant to this subsection 4.11, the Administrative Agent agrees to provide to the Borrower Company a statement of any such fees so paid; provided that the failure by the Administrative Agent to provide the Borrower Company with any such invoice shall not relieve the Borrower Company of its obligation to pay such fees. (c) In addition to the foregoing fees, the Borrower shall pay or reimburse the Issuing Lender for any taxes, fees, charges, expenses or other costs as are incurred or charged by the Issuing Lender in issuing, negotiating, effecting payment under, amending or otherwise administering any Letter of Credit.

Letter of Credit Fees. (a) In lieu of any letter of credit commissions and fees provided for in any L/C Application relating to Letters of Credit (other than standard administrative, issuance, amendment and negotiation fees), the Borrower agrees to pay the Administrative Agent a Letter following amounts with respect to Letters of Credit fee, for the account of the Issuing Lender and the Participating Lenders, issued hereunder: (i) with respect to each Standby L/CLetter of Credit, on (a) a letter of credit fee, payable to Administrative Agent for the average outstanding account of Revolving Lenders, equal to the applicable LIBOR Rate Margin for Revolving Loans plus, upon the application of increased rates of interest pursuant to subsection 2.2E, 2% per annum, multiplied by the daily amount available to be drawn under such Standby Letter of Credit, each Standby L/C at a rate per annum equal such letter of credit fee to the Applicable Margin for Revolving Credit Loans which are Eurodollar Loans in effect at such time, whether or not there are any such Eurodollar Loans outstanding at such time, be payable in arrears, arrears on and to (but excluding) the last calendar day of each fiscal quarter February, May, August and November of each year, commencing on the Borrower first such date to occur after the Closing Date and ending on the Revolving Credit Commitment Termination Date Date, and computed on the basis of a 360-day year for the actual number of days elapsed; and (b) if there is more than one Lender or if Issuing Lender and the sole Lender are not the same Person (any such event, a “Fronting Fee Trigger Event”), a fronting fee, payable directly to Issuing Lender for its own account, equal to 0.125% per annum of the daily amount available to be drawn under such Standby Letter of Credit, each such fronting fee to be payable in arrears on and to (but excluding) the last calendar day of each February, May, August and November of each year, commencing on the first such date to occur after such Fronting Fee Trigger Event and ending on the Revolving Commitment Termination Date, and computed on the basis of a 360-day year for the actual number of days elapsed; (ii) with respect to each Commercial L/CLetter of Credit, on (a) a letter of credit fee, payable to Administrative Agent for the aggregate face amount account of each Commercial L/C at a rate Revolving Lenders, equal to the Applicable applicable LIBOR Rate Margin for Revolving Credit Loans which are Eurodollar Loans in effect at such timeplus, whether or not there are any such Eurodollar Loans outstanding at such timeupon the application of increased rates of interest pursuant to subsection 2.2E, payable on the date such Commercial L/C is issued. In addition, the Borrower shall pay to the Issuing Lender (i) with respect to each Standby L/C, in arrears on the last day of each fiscal quarter of the Borrower and on the Revolving Credit Termination Date with respect to the Revolving Credit Commitments, a fee equal to 0.1252% per annum on annum, multiplied by the average outstanding daily amount available to be drawn under such Standby L/CCommercial Letter of Credit, solely each letter of credit fee to be payable in arrears on and to (but excluding) the last calendar day of each February, May, August and November of each year, commencing on the first such date to occur after the Closing Date and ending on the Revolving Commitment Termination Date, and computed on the basis of a 360-day year for the actual number of days elapsed; and (b) if a Fronting Fee Trigger Event occurs, a fronting fee, payable directly to Issuing Lender for its own account, equal to 0.25% per annum of the daily amount available to be drawn under such Commercial Letter of Credit, each such fronting fee to be payable in arrears on and to (but excluding) the last calendar day of each February, May, August and November of each year, commencing on the first such date to occur after such Fronting Fee Trigger Event and ending on the Revolving Commitment Termination Date, and computed on the basis of a 360-day year for the actual number of days elapsed; and (iii) with respect to the issuance, amendment, extension, renewal or transfer of each Letter of Credit and each payment of a drawing made thereunder (without duplication of the fees payable under clauses (i) and (ii) above), documentary and processing charges payable directly to Issuing Lender for its own account in accordance with Issuing Lender’s standard schedule for such charges in effect at the time of such issuance, amendment, extension, renewal, transfer or payment, as the case may be; provided, however, that in the case of clauses (i)(a) and (ii)(a) above, 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 Issuing Lender pursuant to this subsection 3.2 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 subsection 2.9A(iv), with the balance of such Standby L/C and not on account fee, if any, payable to Issuing Lender for its own account. For purposes of its L/C Participating Interest therein calculating any fees payable under clauses (i) and (ii) with respect to each Commercial L/C, on the date such Commercial L/C is issued, a fee to equal to 0.125% on the aggregate face amount of such Commercial L/C, solely for its own account as Issuing Lender of such Commercial L/C and not on account of its L/C Participating Interest therein. (b) In connection with any payment of fees pursuant to this subsection 4.113.2, the Administrative Agent agrees daily amount available to provide to the Borrower a statement of any such fees so paid; provided that the failure by the Administrative Agent to provide the Borrower with any such invoice shall not relieve the Borrower of its obligation to pay such fees. (c) In addition to the foregoing fees, the Borrower shall pay or reimburse the Issuing Lender for any taxes, fees, charges, expenses or other costs as are incurred or charged by the Issuing Lender in issuing, negotiating, effecting payment under, amending or otherwise administering be drawn under any Letter of CreditCredit shall be determined as of the close of business on any date of determination.

Letter of Credit Fees. (ai) In lieu The Borrowers jointly and severally in the case of any letter Letters of credit commissions and fees provided for Credit which are Financial L/Cs agree to pay, at the times specified in any Section 2.03(i)(iii) below, a fee (a “Financial L/C Application relating Fee”) to the Administrative Agent for the benefit of the Revolving Lenders, equal to the product of (A) the Letter of Credit Percentage multiplied by (B) the Maximum Drawing Amount of each Financial L/C on the date of calculation, to be shared pro rata by each of such Lenders in accordance with their respective Commitment Percentages. (ii) The Borrowers jointly and severally in the case of Performance L/Cs agree to pay, at the times specified in Section 2.03(i)(iii) below, a fee (a “Performance L/C Fee”) to the Administrative Agent for the benefit of the Revolving Lenders, equal to fifty percent (50%) of the product of (A) the Letter of Credit Percentage multiplied by (B) the Maximum Drawing Amount of each such Letter of Credit on the date of calculation, to be shared pro rata by each of such Lenders in accordance with their respective Commitment Percentages. (iii) The Financial L/C Fee and Performance L/C Fee (collectively, the “Letter of Credit Fees”) and the Fronting Fee (as defined below) shall be payable quarterly in arrears on the tenth Business Day after the end of each calendar quarter for the immediately preceding calendar quarter and on the Maturity Date with respect to the daily Maximum Drawing Amount of Letters of Credit (other than standard administrative, issuance, amendment and negotiation fees), the Borrower agrees to pay the Administrative Agent a Letter of Credit fee, for the account of the Issuing Lender and the Participating Lenders, (i) with respect to each Standby L/C, on the average outstanding amount available to be drawn under each Standby L/C at a rate per annum equal to the Applicable Margin for Revolving Credit Loans which are Eurodollar Loans in effect at during such time, whether calendar quarter or not there are any such Eurodollar Loans outstanding at such time, payable in arrears, on the last day of each fiscal quarter of the Borrower and on the Revolving Credit Termination Date and (ii) with respect to each Commercial L/C, on the aggregate face amount of each Commercial L/C at a rate equal to the Applicable Margin for Revolving Credit Loans which are Eurodollar Loans in effect at such time, whether or not there are any such Eurodollar Loans outstanding at such time, payable on the date such Commercial L/C is issuedportion thereof. In addition, the Borrower shall Borrowers jointly and severally agree to pay a fronting fee to the Issuing Lender (i) with respect to each Standby L/C, in arrears on the last day of each fiscal quarter of the Borrower and on the Revolving Credit Termination Date with respect to the Revolving Credit Commitments, a fee equal to 0.125% per annum on the average outstanding amount available to be drawn under such Standby L/C, solely for its own account as Issuing Lender of such Standby L/C and not on Issuer for its account in an amount equal to one eighth of its one percent (0.125%) per annum of the Maximum Drawing Amount of each Letter of Credit issued by the L/C Participating Interest therein Issuer (the “Fronting Fee”), plus any customary issuance, amendment, negotiation or document examination, and (ii) with respect to each Commercial L/Cother standard costs, on charges and administrative fees of the date such Commercial L/C is issued, a fee Issuer in effect from time to equal to 0.125% on the aggregate face amount of such Commercial L/C, solely for its own account as Issuing Lender of such Commercial L/C and not on account of its L/C Participating Interest therein. (b) In connection with any payment of fees pursuant to this subsection 4.11, the Administrative Agent agrees to provide time. Notwithstanding anything to the Borrower a statement contrary contained herein, upon the request of the Required Lenders, while any such fees so paid; provided that the failure by the Administrative Agent to provide the Borrower with any such invoice shall not relieve the Borrower Event of its obligation to pay such fees. (c) In addition to the foregoing feesDefault exists, the Borrower shall pay or reimburse the Issuing Lender for any taxes, fees, charges, expenses or other costs as are incurred or charged by the Issuing Lender in issuing, negotiating, effecting payment under, amending or otherwise administering any all Letter of CreditCredit Fees shall accrue at the Default Rate.

Letter of Credit Fees. (a) In lieu With respect to each standby Letter of any letter of credit commissions and fees provided for in any L/C Application relating to Letters of Credit (other than standard administrative, issuance, amendment and negotiation fees)Credit, the Borrower agrees Revolving Credit Borrowers shall pay to pay the Administrative Agent a Agent, for its own account, an issuance fee of one-eighth of one percent (.125%) of the stated amount of the standby Letter of Credit fee, for the account of the Issuing Lender and the Participating Lenders, (i) with respect to each Standby L/Cdocumentary Letter of Credit, on the average outstanding amount available Revolving Credit Borrowers shall pay to be drawn under each Standby L/C at a rate per annum the Agent, for its own account, an issuance fee equal to the Applicable Margin Agent's then customary issuance fees for Revolving documentary letters of credit, all without regard for provisions contained in the Letters of Credit Loans which are Eurodollar Loans may give rise to a reduction in effect at the stated amount thereof unless such timereduction has actually occurred (each a "Letter of Credit Fronting Fee" and collectively, whether or not there are any such Eurodollar Loans outstanding at such time, payable in arrears, on the last day "Letter of Credit Fronting Fees"). The Letter of Credit Fronting Fees shall be paid upon the opening of each fiscal quarter Letter of the Borrower Credit and on the Revolving Credit Termination Date and (ii) with respect to upon each Commercial L/Canniversary thereof, on the aggregate face amount of each Commercial L/C at a rate equal to the Applicable Margin for Revolving Credit Loans which are Eurodollar Loans in effect at such time, whether or not there are any such Eurodollar Loans outstanding at such time, payable on the date such Commercial L/C is issuedif any. In addition, the Revolving Credit Borrower shall pay to the Issuing Lender (i) with respect Agent all other reasonable and customary amendment, negotiation, processing, transfer or other fees to each Standby L/C, the extent and as and when required by the provisions of any Letter of Credit Agreement. All Letter of Credit Fronting Fees and all such other additional fees are included in arrears on the last day of each fiscal quarter and are a part of the Borrower and on "Fees" payable by the Revolving Credit Termination Date with respect to Borrowers under the Revolving Credit Commitments, provisions of this Agreement and are for the sole and exclusive benefit of the Agent and are a fee equal to 0.125% per annum on part of the average outstanding amount available to be drawn under such Standby L/C, solely for its own account as Issuing Lender of such Standby L/C and not on account of its L/C Participating Interest therein and (ii) with respect to each Commercial L/C, on the date such Commercial L/C is issued, a fee to equal to 0.125% on the aggregate face amount of such Commercial L/C, solely for its own account as Issuing Lender of such Commercial L/C and not on account of its L/C Participating Interest thereinAgent's Obligations. (b) In addition and in connection with any payment each standby Letter of fees pursuant to this subsection 4.11Credit, the Administrative Agent agrees to provide to the Borrower a statement of any such fees so paid; provided that the failure by the Administrative Agent to provide the Borrower with any such invoice shall not relieve the Borrower of its obligation to pay such fees. (c) In addition to the foregoing fees, the Revolving Credit Borrower shall pay or reimburse to the Issuing Lender Agent for any taxesthe ratable benefit of the Lenders quarterly, feesin arrears, charges, expenses or other costs as are incurred or charged a letter of credit fee (each a "Letter of Credit Fee" and collectively the "Letter of Credit Fees") in an amount equal to two hundred (200) basis points (calculated on the basis of actual number of days elapsed in a year of 360 days) of the stated amount of each such Letter of Credit without regard for provisions contained in the Letters of Credit which may give rise to a reduction in the stated amount thereof unless such reduction has actually occurred. The accrued and unpaid portion of each Letter of Credit Fee shall be paid by the Issuing Lender in issuingRevolving Credit Borrower to the Agent on the first day of each quarterly period, negotiatingcommencing on the first such date following the issuance of the respective Letter of Credit, effecting payment under, amending and on the expiration or otherwise administering any termination date of the respective Letter of Credit.

Letter of Credit Fees. (a) In lieu of any letter of credit commissions The Borrowers jointly and fees provided for in any L/C Application relating severally agree to pay the following amounts with respect to Letters of Credit issued by any Issuer: (other than standard administrative, issuance, amendment and negotiation fees), i) to the Borrower agrees to pay the Revolving Administrative Agent a Letter of Credit fee, for the account of the Issuing Lender and the Participating Lenderseach Issuer of a Letter of Credit, (i) with respect to each Standby L/CLetter of Credit issued by such Issuer, on an issuance fee of 0.50% per annum (“Fronting Fees”) of the average outstanding daily maximum amount available to be drawn under such Letter of Credit (in the case of Letters of Credit denominated in a currency other than Dollars, based on the Dollar Equivalent of such amount on the last Business Day of such calendar quarter), payable in arrears (A) no later than the fifth Business Day after the date on which the Borrowers receive an invoice for the amount of the Fronting Fees due and payable for the period and (B) on the Revolving Termination Date; (ii) to the Revolving Administrative Agent for the account and ratable benefit of the Revolving Lenders (except for any Defaulting Lender that has not provided cash collateral satisfactory to the applicable Issuers pursuant to Section 2.7(n)), with respect to each Standby L/C Revolving Letter of Credit (but excluding that portion of any such Revolving Letter of Credit that has been cash collateralized by the Borrowers pursuant to Section 2.7(n) as a result of any Defaulting Lender), a fee (the “Letter of Credit Participation Fee”) accruing at a rate per annum equal to the Applicable Margin for Revolving Credit Loans which are Eurodollar Loans in effect at such time, whether or not there are any such Eurodollar Loans outstanding at such time, payable in arrears, 9.00% on the last day of each fiscal quarter of the Borrower and on the Revolving Credit Termination Date and (ii) with respect to each Commercial L/C, on the aggregate face amount of each Commercial L/C at a rate equal to the Applicable Margin for Revolving Credit Loans which are Eurodollar Loans in effect at such time, whether or not there are any such Eurodollar Loans outstanding at such time, payable on the date such Commercial L/C is issued. In addition, the Borrower shall pay to the Issuing Lender (i) with respect to each Standby L/C, in arrears on the last day of each fiscal quarter of the Borrower and on the Revolving Credit Termination Date with respect to the Revolving Credit Commitments, a fee equal to 0.125% per annum on the average outstanding daily maximum amount available to be drawn under such Standby L/CRevolving Letter of Credit (in any case, solely for its own account as Issuing Lender in the case of any Revolving Letter of Credit denominated in a currency other than Dollars, based on the Dollar Equivalent of such Standby L/C amount on the last Business Day of such calendar quarter) payable in arrears (x) no later than the fifth Business Day after the date on which the Borrowers receive an invoice for the amount of the Letter of Credit Participation Fees due and not on account of its L/C Participating Interest therein payable for the period and (iiy) with respect to each Commercial L/C, on the date Revolving Termination Date, as applicable; provided, however, that during the continuance of an Event of Default, such Commercial L/C is issuedfee shall be increased by 2.00% per annum and shall be payable on demand upon the election of the Requisite Revolving Lenders (except, a fee to equal to 0.125% on the aggregate face amount in each case, if an Event of Default has occurred under Section 9.1(a) or (f), in which case such Commercial L/C, solely for its own account as Issuing Lender of such Commercial L/C and not on account of its L/C Participating Interest therein.increase shall be immediate); and (biii) In connection with any payment of fees pursuant to this subsection 4.11, the Administrative Agent agrees to provide to the Borrower a statement Issuer of any such fees so paid; provided that the failure by the Administrative Agent to provide the Borrower with any such invoice shall not relieve the Borrower of its obligation to pay such fees. (c) In addition to the foregoing fees, the Borrower shall pay or reimburse the Issuing Lender for any taxes, fees, charges, expenses or other costs as are incurred or charged by the Issuing Lender in issuing, negotiating, effecting payment under, amending or otherwise administering any Letter of Credit, with respect to the Issuance, amendment or transfer of each Letter of Credit and each drawing made thereunder, documentary and processing charges in accordance with such Issuer’s standard schedule for such charges in effect at the time of Issuance, amendment, transfer or drawing, as the case may be.

Letter of Credit Fees. (a) In lieu of any letter of credit commissions and fees provided for in any L/C Application relating to Letters of Credit (other than standard administrative, issuance, amendment and negotiation fees), the The Borrower agrees to pay to the Administrative Agent a Letter of Credit fee, for the account of the Issuing each Tranche 1 Revolving Lender and the Participating Lenders, (i) with respect to each Standby L/C, on the average outstanding amount available to be drawn under each Standby L/C a letter of credit fee in Dollars at a rate per annum equal to the Applicable Margin for Tranche 1 Revolving Loans that are LIBOREurocurrency Rate Loans times the daily average Stated Amount of each Letter of Credit Loans which are Eurodollar Loans 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 effect at such timefull; provided, whether or not there are however, that notwithstanding anything to the contrary contained herein, during any such Eurodollar Loans outstanding at such time, period that the Post-Default Rate is payable in arrearsaccordance with Section 2.6.(a), on such letter of credit fees shall accrue at the last day of each fiscal quarter of the Borrower and on the Revolving Credit Termination Date and (ii) with respect to each Commercial L/C, on the aggregate face amount of each Commercial L/C at a rate per annum equal to the Applicable Margin for Tranche 1 Revolving Credit Loans which that are Eurodollar LIBOREurocurrency Rate Loans in effect at such time, whether or not there are any such Eurodollar Loans outstanding at such time, payable on the date such Commercial L/C is issuedas set forth above plus 2.00% per annum. In additionaddition to such fees, the Borrower shall pay to each Issuing Bank solely for its own account, a fronting fee in Dollars in respect of each Letter of Credit issued by such Issuing Bank equal to one-eighth of one percent (0.125%) of the Issuing Lender 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 $500. The fees provided for in this subsection shall be nonrefundable and payable, in the case of the fee provided for in the first sentence, in arrears (i) with respect to each Standby L/C, in arrears quarterly on the last first day of each fiscal quarter of the Borrower January, April, July and October, (ii) on the Revolving Credit Termination Date Date, (iii) on the date the Revolving Commitments are terminated or reduced to 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, 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 Revolving Credit Commitmentsissuance, a fee equal to 0.125% per annum on the average outstanding amount available to be drawn under such Standby L/Camendment, solely for its own account as Issuing Lender renewal or extension of such Standby L/C and not on account of its L/C Participating Interest therein and (ii) with respect to each Commercial L/C, on the date such Commercial L/C is issued, a fee to equal to 0.125% on the aggregate face amount of such Commercial L/C, solely for its own account as Issuing Lender of such Commercial L/C and not on account of its L/C Participating Interest therein. (b) In connection with any payment of fees pursuant to this subsection 4.11, the Administrative Agent agrees to provide to the Borrower a statement of any such fees so paid; provided that the failure by the Administrative Agent to provide the Borrower with any such invoice shall not relieve the Borrower of its obligation to pay such fees. (c) In addition to the foregoing fees, the Borrower shall pay or reimburse the Issuing Lender for any taxes, fees, charges, expenses or other costs as are incurred or charged by the Issuing Lender in issuing, negotiating, effecting payment under, amending or otherwise administering any Letter of CreditCredit or any other transaction relating thereto.

Letter of Credit Fees. The Borrower shall pay (ai) In lieu of any letter of credit commissions and fees provided for to the Agent at its Principal Office in any L/C Application relating to Letters of Credit (other than standard administrative, issuance, amendment and negotiation fees), the Borrower agrees to pay the Administrative Agent a Letter of Credit fee, New York for the ratable account of the Issuing Lender and the Participating Lenders, Banks (ia) with respect to each Standby L/CCommercial Letters of Credit, on a nonrefundable fee (the average outstanding amount available to be drawn under each Standby L/C at a rate per annum "Commercial Letter of Credit Fee") equal to the Applicable Margin for Revolving Credit Loans which are Eurodollar Loans in effect basis points per annum at such time, whether or not there are any such Eurodollar Loans outstanding at such time, payable in arrears, on the last day of each fiscal quarter indicated level of the Borrower and on ratio of Consolidated Total Indebtedness to Cash Flow in the Revolving Credit Termination Date Pricing Grid on Schedule 1.1(A) below the heading "Commercial Letter of Credit Fee" which Commercial Letter of Credit Fee shall be computed in accordance with the parameters set forth on Schedule 1.1(A), and (b) with respect to Standby Letters of Credit, a nonrefundable fee (the "Standby Letter of Credit Fee") equal to the basis points per annum at the indicated level of the ratio of Consolidated Total Indebtedness to Cash Flow in the Revolving Credit Pricing Grid on Schedule 1.1(A) below the heading "Standby Letter of Credit Fee," which Standby Letter of Credit Fee shall be computed in accordance with the parameters set forth on Schedule 1.1(A), and (ii) with respect to each Commercial L/Call Letters of Credit, to the Agent for its own account and to Chase Manhattan Bank Delaware a fronting fee as described in their respective fee letters, all of which fees shall be computed on the aggregate face amount average daily Letters of Credit Outstanding (as Commercial Letters of Credit, Standby Letters of Credit, or both, as the case may be, and in each case computed on the basis of a year of 360 days for the actual number of days elapsed), and shall be payable quarterly in arrears commencing with the first Business Day of each Commercial L/C at a rate equal to the Applicable Margin for Revolving Credit Loans which are Eurodollar Loans in effect at such timeJanuary, whether or not there are any such Eurodollar Loans outstanding at such timeApril, payable on the date such Commercial L/C is issued. In addition, the Borrower shall pay to the Issuing Lender (i) with respect to each Standby L/C, in arrears on the last day July and October following issuance of each fiscal quarter Letter of the Borrower Credit and on the Revolving Credit Termination Date Expiration Date. The Borrower shall also pay to each Issuing Bank for such Issuing Bank's sole account such Issuing Bank's then in effect customary fees and administrative expenses payable with respect to the Revolving Letters of Credit Commitments, a fee equal as such Issuing Bank may generally charge or incur from time to 0.125% per annum on the average outstanding amount available to be drawn under such Standby L/C, solely for its own account as Issuing Lender of such Standby L/C and not on account of its L/C Participating Interest therein and (ii) with respect to each Commercial L/C, on the date such Commercial L/C is issued, a fee to equal to 0.125% on the aggregate face amount of such Commercial L/C, solely for its own account as Issuing Lender of such Commercial L/C and not on account of its L/C Participating Interest therein. (b) In time in connection with any payment the issuance, maintenance, modification (if any), assignment or transfer (if any), negotiation, and administration of fees pursuant to this subsection 4.11, the Administrative Agent agrees to provide to the Borrower a statement letters of any such fees so paid; provided that the failure by the Administrative Agent to provide the Borrower with any such invoice shall not relieve the Borrower of its obligation to pay such feescredit. (c) In addition to the foregoing fees, the Borrower shall pay or reimburse the Issuing Lender for any taxes, fees, charges, expenses or other costs as are incurred or charged by the Issuing Lender in issuing, negotiating, effecting payment under, amending or otherwise administering any Letter of Credit.

Letter of Credit Fees. (a) In lieu Borrowers agree to pay, with respect to all Letters of any letter of credit commissions and fees provided for in Credit issued by any L/C Application relating to Letters of Credit (other than standard administrative, issuance, amendment and negotiation fees), the Borrower agrees to pay the Administrative Agent a Letter of Credit fee, for the account of the Issuing Lender and the Participating LendersIssuer, (i) with respect to each Standby L/C, on the average outstanding amount available to be drawn under each Standby such L/C Issuer, certain fees, documentary and processing charges as separately agreed between Borrowers and L/C Issuer or otherwise in accordance with such L/C Issuer’s standard schedule in effect at the time of determination thereof and (ii) to Administrative Agent, for the benefit of the Revolving Credit Lenders according to their Pro Rata Shares, a fee accruing at a rate per annum equal to the Applicable Margin for Revolving Credit Loans which are Eurodollar Loans in effect at LIBOR Loan on the maximum undrawn face amount of such time, whether or not there are any such Eurodollar Loans outstanding at such timeLetters of Credit, payable in arrears, arrears (A) on the last first day of each fiscal quarter calendar month, ending after the issuance of the Borrower such Letter of Credit and (B) on the Revolving Credit Termination Date and Date; provided, however, that the fee payable under this clause (ii) shall be increased by 2.0% per annum (which amounts are in lieu of and not in addition to amounts payable under Section 2.9(c)) and shall be payable (in addition to being payable on any date it is otherwise required to be paid hereunder) on demand effective immediately upon (x) the occurrence of any Event of Default under Section 9.1(a), (g) or (h)) or (y) the delivery of a notice by Administrative Agent or the Required Lenders to Borrowers during the continuance of any other Event of Default and, in each case, for as long as such Event of Default shall be continuing; provided, further, that in the event that any reallocation of Letter of Credit Obligations occurs pursuant to Section 2.4, during the period of time that such reallocation remains in effect, the Letter of Credit fee payable with respect to each Commercial L/C, such reallocated portion shall be payable to (A) all Lenders based on their pro rata share of such reallocation or (B) to the aggregate face amount of each Commercial L/C at a rate equal to the Applicable Margin for Revolving Credit Loans which are Eurodollar Loans in effect at such time, whether or not there are any such Eurodollar Loans outstanding at such time, payable on the date such Commercial L/C is issued. In addition, the Borrower shall pay to the Issuing Lender (i) with respect to each Standby L/C, in arrears on the last day of each fiscal quarter of the Borrower and on the Revolving Credit Termination Date with respect to the Revolving Credit Commitments, a fee equal to 0.125% per annum on the average outstanding amount available to be drawn under such Standby L/C, solely for its own account as Issuing Lender of such Standby L/C and not on account of its L/C Participating Interest therein and (ii) with respect to each Commercial L/C, on the date such Commercial L/C is issued, a fee to equal to 0.125% on the aggregate face amount of such Commercial L/C, solely for its own account as Issuing Lender of such Commercial L/C and not on account of its L/C Participating Interest therein. (b) In connection with any payment of fees pursuant to this subsection 4.11, the Administrative Agent agrees to provide to the Borrower a statement of any such fees so paid; provided that the failure by the Administrative Agent to provide the Borrower with any such invoice shall not relieve the Borrower of its obligation to pay such fees. (c) In addition to the foregoing fees, the Borrower shall pay or reimburse the Issuing Lender Issuer for any taxes, fees, charges, expenses or remaining portion not reallocated to any other costs as are incurred or charged by the Issuing Lender in issuing, negotiating, effecting payment under, amending or otherwise administering any Letter of CreditLenders.

Letter of Credit Fees. The Borrowers agree to pay (a) In lieu to ---------------------- the Agent for the ratable benefit of any the Lenders, a letter of credit commissions and fees provided for in any L/C Application relating to Letters of Credit fee (other than standard administrative, issuance, amendment and negotiation fees), the Borrower agrees to pay the Administrative Agent a "Letter of Credit fee, for the account of the Issuing Lender and the Participating Lenders, (iFee") with respect to each Standby L/C, on the average outstanding amount available to be drawn under each Standby L/C at a rate per annum equal to the Applicable Margin for Revolving Letter of Credit Loans which are Eurodollar Loans Fee Rate in effect at from time to time (such time, whether or not there are any such Eurodollar Loans outstanding at such time, payable rate to change as and when prescribed in arrears, Section 2.3) on the last day maximum aggregate daily amount ----------- expected to be available for drawing under the outstanding Letters of each fiscal quarter Credit, such fee to be paid to the Agent for the ratable benefit of the Borrower Lenders with a Revolving Loan Commitment greater than zero quarterly in advance on each Payment Date and on the Revolving Termination Date; provided, however, that in the event that the -------- ------- actual amount available for drawing under the outstanding Letters of Credit Termination Date and (ii) with respect to each Commercial L/Cis less than expected during any quarter, on the aggregate face amount of each Commercial L/C at Borrowers shall receive a rate rebate equal to the Applicable Margin for Revolving Letter of Credit Loans which are Eurodollar Loans Fee paid in effect at connection with such time, whether or not there are any such Eurodollar Loans outstanding at such time, payable on the date such Commercial L/C is issued. In addition, the Borrower shall pay reduced amount and (b) to the Issuing Lenders, such fronting fees as may be agreed upon between the applicable Borrower and each such Issuing Lender (i) with respect not to each Standby L/C, in arrears on the last day of each fiscal quarter of the Borrower and on the Revolving Credit Termination Date with respect to the Revolving Credit Commitments, a fee equal to 0.125% per annum on the average outstanding amount available to be drawn under such Standby L/C, solely for its own account as Issuing Lender of such Standby L/C and not on account of its L/C Participating Interest therein and (ii) with respect to each Commercial L/C, on the date such Commercial L/C is issued, a fee to equal to 0.125exceed .25% on the aggregate face amount of such Commercial L/CLetter of Credit) and all customary fees and other issuance, solely for its own account as Issuing Lender amendment, negotiation and presentment expenses and related charges in connection with the issuance, amendment, presentation of such Commercial L/C Drafts, and not on account of its L/C Participating Interest therein. (b) In connection with any payment of fees pursuant to this subsection 4.11, the Administrative Agent agrees to provide to the Borrower a statement of any like customarily charged by each such fees so paid; provided that the failure by the Administrative Agent to provide the Borrower with any such invoice shall not relieve the Borrower of its obligation to pay such fees. (c) In addition to the foregoing fees, the Borrower shall pay or reimburse the Issuing Lender for any taxeswith respect to standby letters of credit, fees, charges, expenses or other costs as are incurred or charged by payable at the Issuing Lender in issuing, negotiating, effecting payment under, amending or otherwise administering any Letter time of Creditinvoice of such amounts.

Letter of Credit Fees. (a) In lieu of any letter of credit commissions and fees provided for in any L/C Application relating to Letters of Credit (other than standard administrative, issuance, amendment and negotiation fees), the Borrower The Corporation agrees to pay or cause to be paid to the Administrative Agent a Letter of Credit feeBank, on October 1, 2024, for the account of the Issuing Lender and the Participating Lenders, (i) with respect to each Standby L/C, period commencing on the average outstanding amount available to be drawn under each Standby L/C at a rate per annum equal to the Applicable Margin for Revolving Credit Loans which are Eurodollar Loans in effect at such timeDate of Issuance and ending on September 30, whether or not there are any such Eurodollar Loans outstanding at such time2024, payable in arrears, on the last day of each fiscal quarter of the Borrower and on the Revolving Credit Termination Date and (ii) with respect to each Commercial L/C, on the aggregate face amount of each Commercial L/C at a rate equal to the Applicable Margin for Revolving Credit Loans which are Eurodollar Loans in effect at such time, whether or not there are any such Eurodollar Loans outstanding at such time, payable on the date such Commercial L/C is issued. In addition, the Borrower shall pay to the Issuing Lender (i) with respect to each Standby L/C, in arrears on the last day first Business Day of each fiscal quarter of January, April, July and October occurring thereafter to the Borrower Termination Date, and on the Revolving Credit Termination Date with respect (each a “Fee Payment Date”), a non-refundable letter of credit fee (the “Letter of Credit Fee”), for each fee period, commencing on the first calendar day of such fee period and ending on the last calendar day of such fee period, in an amount equal to the Revolving product of the rate per annum corresponding to the Level from time to time in effect for each day specified below associated with the applicable Rating (as defined below) as specified below (the “Letter of Credit CommitmentsFee Rate”) multiplied by the Stated Amount of the Letter of Credit (without regard to any temporary reductions thereof) for each day during each related fee period: Level ▇▇▇▇▇’▇ Rating S&P Rating Fitch Rating Letter of Credit Fee Rate Level 1 Aa3 or above AA- or above AA- or above 0.420% Level 2 A1 A+ A+ 0.570% Level 3 A2 A A 0.720% Level 4 A3 A- A- 0.870% USB Fee Letter Agreement – LACCAL Lease Revenue Commercial Paper Note Program Level ▇▇▇▇▇’▇ Rating S&P Rating Fitch Rating Letter of Credit Fee Rate Level 5 Baa1 BBB+ BBB+ 1.020% Level 6 Baa2 BBB BBB 1.170% Level 7 Baa3 BBB- BBB- 2.370% The term “Rating” as used above shall mean the lowest long-term unenhanced debt ratings assigned by any of S&P, Fitch or ▇▇▇▇▇’▇ to any Lease Obligation Debt (without giving effect to any bond insurance policy or other credit enhancement securing such Lease Obligation Debt) and (i) if Ratings are assigned by all three Rating Agencies, and two of such Ratings are equivalent, the Letter of Credit Fee Rate shall be based upon the Level in which the two equivalent Ratings appear; (ii) if Ratings are assigned by all three Rating Agencies and no two such Ratings are equivalent, the Letter of Credit Fee Rate shall be based upon the Level in which the middle Rating appears; (iii) if Ratings are assigned by only two Rating Agencies and such Ratings are not equivalent, the Letter of Credit Fee Rate shall be based upon the Level in which the lower Rating appears; and (iv) if a fee equal to 0.125Rating is assigned by only one of ▇▇▇▇▇’▇ or S&P, the Letter of Credit Fee Rate shall be based upon the Level in which such Rating appears. If any Rating is withdrawn, suspended or otherwise unavailable for credit related reasons from any of S&P, Fitch or ▇▇▇▇▇’▇, or if any Rating is reduced below “Baa3” (or its equivalent) by ▇▇▇▇▇’▇, “BBB-” (or its equivalent) by Fitch or “BBB-” (or its equivalent) by S&P, or upon the occurrence and during the continuation of any other Event of Default, in any such case, the Letter of Credit Fee shall immediately and without notice increase by an additional 1.00% per annum on from the average outstanding amount available to Letter of Credit Fee Rate otherwise in effect. Any change in the Letter of Credit Fee Rate resulting from a reduction, withdrawal, suspension or unavailability of a Rating shall be drawn under such Standby L/C, solely for its own account and become effective as Issuing Lender of such Standby L/C and not on account of its L/C Participating Interest therein and (ii) with respect to each Commercial L/C, on the date of the announcement of the reduction, withdrawal, suspension or unavailability of such Commercial L/C Rating. References to the ratings above are references to rating categories as presently determined by the Rating Agencies and in the event of adoption of any new or changed rating system by any such Rating Agency, including, without limitation, any recalibration of the long- term debt rating of any unenhanced Lease Obligation Debt in connection with the adoption of a “global” rating scale by any such Rating Agency, the Ratings from the Rating Agency in question referred to above shall be deemed to refer to the rating category under the new rating system or, in the event of the adoption of a “global” rating scale by any Rating Agency, the recalibrated or realigned rating category under such “global” rating scale, which most closely approximates the applicable rating category as currently in effect. The Corporation and County acknowledge that as of the Date of Issuance the Letter of Credit Fee Rate is issued, a fee to equal to 0.125% that specified above for Level 1. The Letter of Credit Fees shall be payable quarterly in arrears in immediately available funds and computed on the aggregate face amount basis of a 360-day year and the actual number of days elapsed together with interest on the Letter of Credit Fee from the date payment is due until payment in full at the Default Rate, such Commercial L/Cinterest to be payable on demand. The Bank shall provide the Corporation with an invoice at least ten (10) Business Days prior to each Fee Payment Date; provided, solely for its own account as Issuing Lender of such Commercial L/C and not on account of its L/C Participating Interest therein. (b) In connection with any payment of fees pursuant to this subsection 4.11however, the Administrative Agent agrees to provide to the Borrower a statement of any such fees so paid; provided that the failure by the Administrative Agent Bank to provide the Borrower with any such invoice shall not relieve the Borrower Corporation of its obligation to pay such fees. (c) In addition to make payment of the foregoing fees, the Borrower shall pay or reimburse the Issuing Lender for any taxes, fees, charges, expenses or other costs as are incurred or charged by the Issuing Lender in issuing, negotiating, effecting payment under, amending or otherwise administering any Letter of CreditCredit Fees hereunder.

Letter of Credit Fees. (ai) In lieu of any letter of credit commissions and fees provided for in any L/C Application relating Each Borrower shall pay to Letters of Credit (other than standard administrative, issuance, amendment and negotiation fees), the Borrower agrees to pay the Administrative Agent a Letter of Credit fee, for the account of the Issuing each Lender and the Participating Lenders, (i) with respect to each Standby L/C, a commission on such Lender’s Ratable Share of the average daily aggregate Available Amount of all Letters of Credit issued for the account of such Borrower and outstanding amount available from time to be drawn under each Standby L/C time at a rate per annum equal to the Applicable Margin for Revolving Credit Loans which are Eurodollar Loans Rate Advances in effect at from time to time during such time, whether or not there are any such Eurodollar Loans outstanding at such timecalendar quarter, payable in arrears, arrears quarterly on the last day of each fiscal March, June, September and December, commencing with the quarter of the Borrower ended June 30, 2011, and on the Revolving Credit Termination Date applicable to such Lender; provided that the Applicable Margin shall be 2% above the Applicable Margin for Eurodollar Rate Advances in effect upon the occurrence and during the continuation of an Event of Default if such Borrower is required to pay default interest pursuant to Section 2.07(b); provided, further, that (i) to the extent that all or a portion of the L/C Exposure of any Defaulting Lender is reallocated to the Non-Defaulting Lenders pursuant to Section 2.20(a), such fees that would have accrued for the benefit of such Defaulting Lender will instead accrue for the benefit of and be payable to such Non-Defaulting Lenders, pro rata in accordance with their respective Commitments, and (ii) with respect to each Commercial L/C, on the aggregate face amount extent that all or any portion of each Commercial such L/C at a rate equal Exposure cannot be so reallocated, such fees will instead accrue for the benefit of and be payable to the Applicable Margin for Revolving Credit Loans which are Eurodollar Loans in effect at such time, whether or not there are any such Eurodollar Loans outstanding at such time, payable on the date such Commercial L/C is issued. In addition, the Issuing Banks. (ii) Each Borrower shall pay to the each Issuing Lender (i) with respect to each Standby L/CBank, in arrears on the last day of each fiscal quarter of the Borrower and on the Revolving Credit Termination Date with respect to the Revolving Credit Commitments, a fee equal to 0.125% per annum on the average outstanding amount available to be drawn under such Standby L/C, solely for its own account as Issuing Lender of such Standby L/C and not on account of its L/C Participating Interest therein and (ii) with respect to each Commercial L/C, on the date such Commercial L/C is issuedaccount, a fronting fee to equal to 0.125% on the aggregate face amount of and such Commercial L/Cother commissions, solely for its own account as Issuing Lender of such Commercial L/C issuance fees, transfer fees and not on account of its L/C Participating Interest therein. (b) In other fees and charges in connection with any payment the Issuance or administration of fees pursuant to this subsection 4.11, the Administrative Agent agrees to provide to the Borrower a statement of any such fees so paid; provided that the failure by the Administrative Agent to provide the Borrower with any such invoice shall not relieve the Borrower of its obligation to pay such fees. (c) In addition to the foregoing fees, the Borrower shall pay or reimburse the Issuing Lender for any taxes, fees, charges, expenses or other costs as are incurred or charged by the Issuing Lender in issuing, negotiating, effecting payment under, amending or otherwise administering any each Letter of CreditCredit as such Borrower and such Issuing Bank shall agree.

Letter of Credit Fees. (ai) In lieu The Borrower shall pay to the --------------------- Issuing Bank a fee on the stated amount (reduced by the amount of any letter draws) of credit commissions and fees provided for in any L/C Application relating to outstanding Letters of Credit (other than standard administrative, issuance, amendment and negotiation fees), from the Borrower agrees to pay date of issuance through the Administrative Agent a expiration date of each such Letter of Credit fee, for the account of the Issuing Lender and the Participating Lenders, (i) with respect to each Standby L/C, on the average outstanding amount available to be drawn under each Standby L/C at a rate of one eighth of one percent (0.125%) per annum equal to annum, which fee shall be computed on the Applicable Margin basis of a year of 365/366 days for Revolving Credit Loans which are Eurodollar Loans the actual number of days elapsed, and shall be payable quarterly in effect at such time, whether or not there are any such Eurodollar Loans outstanding at such time, payable in arrears, arrears on the last day of each fiscal calendar quarter of the Borrower and commencing on the Revolving Credit Termination Date and September 30, 1999. (ii) The Borrower shall also pay to the Administrative Agent on behalf of the Banks in accordance with respect to each Commercial L/Ctheir respective Commitment Ratios, a fee on the aggregate face stated amount (reduced by the amount of any draws) of any outstanding Letters of Credit for each Commercial L/C day from the date of issuance thereof through the expiration date for each such Letter of Credit at a rate equal to the Applicable Margin for LIBOR Advances under the Revolving Loan Commitment. Such Letter of Credit Loans which are Eurodollar Loans in effect at such time, whether or not there are any such Eurodollar Loans outstanding at such time, payable Fee shall be computed on the date such Commercial L/C is issued. In additionbasis of a year of 365/366 days for the actual number of days elapsed, the Borrower shall pay to the Issuing Lender (i) with respect to each Standby L/C, be payable quarterly in arrears for each quarter on the last day of each fiscal calendar quarter commencing on September 30, 1999. The Letter of Credit Fee set forth in this Section 2.4 (b) (ii) shall be subject to increase and decrease on the dates and in the amounts set forth in Section 2.3(f) hereof in the same manner as the adjustment of the Borrower and on the Revolving Credit Termination Date Applicable Margin with respect to LIBOR Advances upon satisfaction of the Revolving Credit Commitments, a fee equal to 0.125% per annum on the average outstanding amount available to be drawn under such Standby L/C, solely for its own account as Issuing Lender of such Standby L/C and not on account of its L/C Participating Interest therein and (iirequirements set forth in Section 2.3(f) with respect to each Commercial L/C, on the date such Commercial L/C is issued, a fee to equal to 0.125% on the aggregate face amount of such Commercial L/C, solely for its own account as Issuing Lender of such Commercial L/C and not on account of its L/C Participating Interest thereinhereof. (b) In connection with any payment of fees pursuant to this subsection 4.11, the Administrative Agent agrees to provide to the Borrower a statement of any such fees so paid; provided that the failure by the Administrative Agent to provide the Borrower with any such invoice shall not relieve the Borrower of its obligation to pay such fees." (c) In addition Amendment to Section 2.7. Section 2.7(b) of the foregoing feesLoan Agreement, ------------------------ Prepayments Repayments: Repayments, is hereby amended by deleting subsection ---------------------------------- (ii) thereof in its entirety and substituting the following in lieu thereof: (ii) Revolving Loans and Letter of Credit Obligations in Excess ---------------------------------------------------------- of Revolving Loan Commitment. If, at any time, the Borrower shall pay or reimburse amount of the Issuing Lender for any taxes, fees, charges, expenses or other costs as are incurred or charged by the Issuing Lender in issuing, negotiating, effecting payment under, amending or otherwise administering any ---------------------------- Revolving Loans and Letter of Credit Obligations shall exceed the Revolving Loan Commitment, the Borrowers shall, on such date and subject to Section 2.10 hereof, make a repayment of the principal amount of the Revolving Loans in an amount equal to such excess, together with any accrued interest and fees with respect thereto." (d) Article 2 of the Loan Agreement, Loans, is hereby amended by adding the following new Section 2.14, Letters of Credit., thereto: -----------------

Letter of Credit Fees. BLU-69367_7/ZRM1343/PNC008-129635 012000/11:12 29 (a) In lieu Borrowers shall pay (x) to Agent, for the benefit of any letter of credit commissions and Lenders, fees provided for in any L/C Application relating to Letters of Credit (other than standard administrative, issuance, amendment and negotiation fees), the Borrower agrees to pay the Administrative Agent a each Letter of Credit fee, for the account of the Issuing Lender and the Participating Lenders, in an amount equal to (i) with respect 1/2% of the face amount of each documentary Letter of Credit plus all other charges customarily charged by Lenders in connection therewith, (ii) for the period from and excluding the date of issuance of same to and including the date of expiration or termination, the average daily face amount of each Standby L/Coutstanding standby Letter of Credit multiplied by 1 1/2% per annum, such fee to be calculated on the average outstanding amount available basis of a 360-day year for the actual number of days elapsed and to be drawn under payable monthly in arrears on the first day of each Standby L/C at a rate per annum equal to the Applicable Margin for Revolving Credit Loans which are Eurodollar Loans in effect at such time, whether or not there are any such Eurodollar Loans outstanding at such time, payable in arrears, month and on the last day of each fiscal quarter of the Borrower and on the Revolving Credit Termination Date Term and (iiy) with respect to each Commercial L/C, on the aggregate face amount of each Commercial L/C at a rate equal to the Applicable Margin for Revolving Credit Loans which are Eurodollar Loans Issuer, any and all fees and expenses as agreed upon by the Issuer and the Borrowing Agent in effect at such time, whether or not there are any such Eurodollar Loans outstanding at such time, payable on the date such Commercial L/C is issued. In addition, the Borrower shall pay to the Issuing Lender (i) with respect to each Standby L/C, in arrears on the last day of each fiscal quarter of the Borrower and on the Revolving Credit Termination Date with respect to the Revolving Credit Commitments, a fee equal to 0.125% per annum on the average outstanding amount available to be drawn under such Standby L/C, solely for its own account as Issuing Lender of such Standby L/C and not on account of its L/C Participating Interest therein and (ii) with respect to each Commercial L/C, on the date such Commercial L/C is issued, a fee to equal to 0.125% on the aggregate face amount of such Commercial L/C, solely for its own account as Issuing Lender of such Commercial L/C and not on account of its L/C Participating Interest therein. (b) In connection with any payment Letter of fees pursuant to this subsection 4.11Credit, including, without limitation, in connection with the Administrative Agent agrees to provide to the Borrower a statement opening, amendment or renewal of any such Letter of Credit and any acceptances created thereunder and shall reimburse Agent for any and all fees so paid; provided that the failure and expenses, if any, paid by the Administrative Agent to provide the Borrower with any such invoice shall not relieve the Borrower Issuer (all of its obligation to pay such fees. (c) In addition to the foregoing fees, the Borrower "Letter of Credit Fees"). Any such charge in effect at the time of a particular transaction shall pay be the charge for that transaction, notwithstanding any subsequent change in the Issuer's prevailing charges for that type of transaction. All Letter of Credit Fees payable hereunder shall be deemed earned in full on the date when the same are due and payable hereunder and shall not be subject to rebate or reimburse proration upon the Issuing Lender termination of this Agreement for any taxesreason. On demand after the occurrence and during the continuance of an Event of Default or expiration of the Term, feesBorrowers will cause cash to be deposited and maintained in an account with Agent, chargesas cash collateral, expenses in an amount equal to one hundred and five percent (105%) of the outstanding Letters of Credit, and Borrowers hereby irrevocably authorize Agent, in its discretion, on Borrowers' behalf and in Borrowers' name, to open such an account and to make and maintain deposits therein, or in an account opened by Borrowers, in the amounts required to be made by Borrowers, out of the proceeds of Receivables or other costs Collateral or out of any other funds of Borrowers coming into any Lender's possession at any time. Agent will invest such cash collateral (less applicable reserves) in such short-term money-market items as are incurred to which Agent and Borrowers mutually agree and the net return on such investments shall be credited to such account and constitute additional cash collateral. Borrowers may not withdraw amounts credited to any such account except upon payment and performance in full of all Obligations and termination of this Agreement or charged by the Issuing Lender cure of any Event of Default that gave rise to the creation of such account; provided, however, that, as long as no Event of Default shall have occurred and be continuing, upon the cancellation, expiration or termination of any Letter of Credit that was outstanding at the time such account was required to be established and was used in issuingcalculating the amount Borrowers were required to deposit into such account, negotiating, effecting payment under, amending or otherwise administering any Borrowers shall be entitled to withdraw from such account an amount equal to one hundred and five percent (105%) of the amount of such Letter of Credit.

Letter of Credit Fees. (a) In lieu of any letter of credit commissions and fees provided for in any L/C Application relating to Letters of Credit (other than standard administrative, issuance, amendment and negotiation fees), the The Borrower agrees to pay the following amounts with respect to Letters of Credit issued by any Issuer: (i) to the Administrative Agent a Letter of Credit fee, for the account of the Issuing Lender and the Participating Lenderseach Issuer of a Letter of Credit, with respect to each Letter of Credit issued by such Issuer, an issuance fee of 0.125% per annum (i“Fronting Fees”), payable in arrears (x) with respect to each Standby L/C, Revolving Letters of Credit (A) on the average outstanding amount available last Business Day of each calendar quarter (commencing with the calendar quarter ending March 31, 2006) and (B) on the Revolving Facility Termination Date, and (y) with respect to be drawn under Synthetic Letters of Credit (A) on the last Business Day of each Standby L/C calendar quarter (commencing with the calendar quarter ending March 31, 2006) and (B) on the Synthetic Facility Termination Date; (ii) to the Administrative Agent for the account and ratable benefit of the applicable Lenders, with respect to each Revolving Letter of Credit, a fee (the “Revolving Letter of Credit Participation Fee”) accruing at a rate per annum equal to the Applicable Margin for Revolving Credit Loans which that are Eurodollar Rate Loans in effect at such time, whether or not there are any such Eurodollar Loans outstanding at such time, payable in arrears, on the last day of each fiscal quarter of the Borrower and on the Revolving Credit Termination Date and (ii) with respect to each Commercial L/C, on the aggregate face amount of each Commercial L/C at a rate equal to the Applicable Margin for Revolving Credit Loans which are Eurodollar Loans in effect at such time, whether or not there are any such Eurodollar Loans outstanding at such time, payable on the date such Commercial L/C is issued. In addition, the Borrower shall pay to the Issuing Lender (i) with respect to each Standby L/C, in arrears on the last day of each fiscal quarter of the Borrower and on the Revolving Credit Termination Date with respect to the Revolving Credit Commitments, a fee equal to 0.125% per annum on the average outstanding maximum amount available from time to time to be drawn under such Standby L/CRevolving Letter of Credit (in the case of any Revolving Letter of Credit denominated in a currency other than Dollars, solely based on the Dollar Equivalent of the average undrawn amount thereof on the payment date for its own account as Issuing Lender such fee), payable in arrears (A) on the last Business Day of such Standby L/C and not on account of its L/C Participating Interest therein each calendar quarter (commencing with the calendar quarter ending March 31, 2006) and (iiB) with respect to each Commercial L/C, on the date Revolving Facility Termination Date; provided, however, that during the continuance of an Event of Default under Section 9.1(a) or (b), such Commercial L/C is issuedfee shall be increased, a fee to equal to 0.125% upon the election of the Requisite Lenders (except if an Event of Default has occurred under Section 9.1(f) (Events of Default) that results in the automatic acceleration of the Obligations, in which case such increase shall be immediate), by two percent per annum and shall be payable on the aggregate face amount of such Commercial L/C, solely for its own account as Issuing Lender of such Commercial L/C and not on account of its L/C Participating Interest therein.demand; and (biii) In connection with any payment of fees pursuant to this subsection 4.11, the Administrative Agent agrees to provide to the Borrower a statement Issuer of any such fees so paid; provided that the failure by the Administrative Agent to provide the Borrower with any such invoice shall not relieve the Borrower of its obligation to pay such fees. (c) In addition to the foregoing fees, the Borrower shall pay or reimburse the Issuing Lender for any taxes, fees, charges, expenses or other costs as are incurred or charged by the Issuing Lender in issuing, negotiating, effecting payment under, amending or otherwise administering any Letter of Credit, with respect to the issuance, amendment or transfer of each Letter of Credit and each drawing made thereunder, documentary and processing charges in accordance with such Issuer’s standard schedule for such charges in effect at the time of issuance, amendment, transfer or drawing, as the case may be.

Letter of Credit Fees. (ai) In lieu of any letter of credit commissions and fees provided for in any L/C Application relating Each Borrower shall pay to Letters of Credit (other than standard administrative, issuance, amendment and negotiation fees), the Borrower agrees to pay the Administrative Agent a Letter of Credit fee, for the account of the Issuing each Lender and the Participating Lenders, (i) with respect to each Standby L/C, a commission in Dollars on such Lender’s Ratable Share of the average daily aggregate Available Amount of all Letters of Credit issued at the request of such Borrower and outstanding amount available from time to be drawn under each Standby L/C time on or after the Restatement Date at a rate per annum equal to the Applicable Margin for Revolving Credit Loans which are Eurodollar Loans Eurocurrency Rate Advances in effect at from time to time during such time, whether or not there are any such Eurodollar Loans outstanding at such timecalendar quarter, payable in arrears, arrears quarterly on the third Business Day after the later of (a) receipt of an invoice for the letter of credit fees or (b) the last day of each fiscal March, June, September and December, commencing with the quarter of the Borrower ended December 31, 2013, and on the Revolving Credit Termination Date applicable to such Lender payable upon demand; provided, that no Defaulting Lender shall be entitled to receive any commission in respect of Letters of Credit for any period during which that Lender is a Defaulting Lender (and the Borrowers shall not be required to pay such commission to that Defaulting Lender but shall pay such commission as set forth in Section 2.19); provided, further, that such commission shall be increased by 2% per annum upon the occurrence and during the continuation of an Event of Default if the Borrowers are required to pay Default Interest pursuant to Section 2.07(b). (ii) with respect to each Commercial L/C, on the aggregate face amount of each Commercial L/C at a rate equal to the Applicable Margin for Revolving Credit Loans which are Eurodollar Loans in effect at such time, whether or not there are any such Eurodollar Loans outstanding at such time, payable on the date such Commercial L/C is issued. In addition, the Each Borrower shall pay to each Issuing Bank for its own account a fronting fee on the aggregate Available Amount of all Letters of Credit issued by such Issuing Lender (i) with respect Bank at the request of such Borrower and outstanding from time to time during each Standby L/C, calendar quarter at a rate per annum equal to 0.25% payable in arrears quarterly on the third Business Day after the later of (a) receipt of an invoice for the fronting fee or (b) the last day of each fiscal March, June, September and December, commencing with the quarter of the Borrower ended December 31, 2013, and on the Revolving Credit Termination Date with respect applicable to the Revolving Credit Commitments, a fee equal to 0.125% per annum on the average outstanding amount available to be drawn under such Standby L/C, solely for its own account as Issuing Lender of such Standby L/C and not on account of its L/C Participating Interest therein and (ii) with respect to each Commercial L/C, on the date such Commercial L/C is issued, a fee to equal to 0.125% on the aggregate face amount of such Commercial L/C, solely for its own account as Issuing Lender of such Commercial L/C and not on account of its L/C Participating Interest thereinBank payable upon demand. (b) In connection with any payment of fees pursuant to this subsection 4.11, the Administrative Agent agrees to provide to the Borrower a statement of any such fees so paid; provided that the failure by the Administrative Agent to provide the Borrower with any such invoice shall not relieve the Borrower of its obligation to pay such fees. (c) In addition to the foregoing fees, the Borrower shall pay or reimburse the Issuing Lender for any taxes, fees, charges, expenses or other costs as are incurred or charged by the Issuing Lender in issuing, negotiating, effecting payment under, amending or otherwise administering any Letter of Credit.

Letter of Credit Fees. (a) In lieu of any letter Letter of credit Credit commissions and fees provided for in any L/C Application relating to Letters of Credit Standby L/Cs (other than standard administrative, issuance, amendment and negotiation feesfees customarily charged by FANB), the Borrower Company agrees to pay the Administrative Agent a Letter of Credit fee, for the account of the Issuing Lender Bank and the Participating LendersBanks, (i) with respect to each Standby L/C, a Standby L/C fee of one percent (1%) per annum on the average outstanding amount available to be drawn under each Standby L/C at a rate per annum equal to the Applicable Margin for Revolving Credit Loans which are Eurodollar Loans in effect at such timepayable, whether or not there are any such Eurodollar Loans outstanding at such time, payable in arrears, on the last day of each fiscal quarter of the Borrower Company and calculated on the Revolving basis of a 360-day year for actual days elapsed from such date of issuance to the expiration date of such Standby L/C. (b) In lieu of any Letter of Credit Termination Date commissions and fees provided for in any L/C Application relating to Trade L/Cs (ii) other than standard issuance, amendment and negotiation fees customarily charged by FANB), the Company agrees to pay the Agent for the account of the Issuing Bank and the Participating Banks, with respect to each Commercial Trade L/C, on a Trade L/C fee of one quarter of one percent (.25%) of the aggregate face amount of each Commercial Trade L/C, payable in advance on the issuance date of each Trade L/C. After Default, the Agent will disburse any Trade L/C at a rate equal fees received pursuant to this subsection 3.5 to the Applicable Margin for Revolving Credit Loans respective Banks promptly following the end of the calendar month in which are Eurodollar Loans in effect at such time, whether or not there are any such Eurodollar Loans outstanding at such time, payable on the date such Commercial Trade L/C is issued. fees were received. (c) In additionlieu of any Letter of Credit commissions and fees provided for in any L/C Application relating to Standby L/Cs (other than standard issuance, amendment and negotiation fees customarily charged by FANB), the Borrower shall Company agrees to pay to the Issuing Lender (i) FANB, for its own separate account, with respect to each Standby L/C, a Facing Fee of one-quarter of one percent (.25%) per annum on the amount available to be drawn under each Standby L/C payable, in arrears arrears, on the last day of each fiscal quarter of the Borrower Company and calculated on the Revolving Credit Termination Date with respect basis of a 360-day year or actual days elapsed from such date of issuance to the Revolving Credit Commitments, a fee equal to 0.125% per annum on the average outstanding amount available to be drawn under such Standby L/C, solely for its own account as Issuing Lender expiration date of such Standby L/C and not on account of its L/C Participating Interest therein and (ii) with respect to each Commercial L/C, on the date such Commercial L/C is issued, a fee to equal to 0.125% on the aggregate face amount of such Commercial L/C, solely for its own account as Issuing Lender of such Commercial L/C and not on account of its L/C Participating Interest therein.C. (bd) In connection with For purposes of any payment of fees required pursuant to this subsection 4.113.5, the Administrative Agent agrees to provide to the Borrower Company a statement of any such fees to be so paid; provided that the failure by the Administrative Agent to provide the Borrower Company with any such invoice shall not relieve the Borrower Company of its obligation to pay such fees. (c) In addition to the foregoing fees, the Borrower shall pay or reimburse the Issuing Lender for any taxes, fees, charges, expenses or other costs as are incurred or charged by the Issuing Lender in issuing, negotiating, effecting payment under, amending or otherwise administering any Letter of Credit.

Letter of Credit Fees. (ai) In lieu The Borrowers jointly and severally in the case of any letter Letters of credit commissions and fees provided for Credit which are Financial L/Cs agree to pay, at the times specified in any paragraph (iii) hereof, a fee (a "FINANCIAL L/C Application relating FEE") to Letters of Credit (other than standard administrative, issuance, amendment and negotiation fees), the Borrower agrees to pay the Administrative Agent a for the benefit of the Revolving Credit Lenders, equal to the product of (A) the Letter of Credit fee, for Percentage MULTIPLIED BY (B) the account Maximum Drawing Amount of the Issuing Lender and the Participating Lenders, (i) with respect to each Standby L/C, on the average outstanding amount available to be drawn under each Standby Financial L/C on the date of calculation, to be shared PRO RATA by each of such Lenders in accordance with their respective Commitment Percentages. (ii) The Borrowers jointly and severally in the case of Performance L/Cs agree to pay, at the times specified in paragraph (iii) hereof, a rate per annum fee (a "PERFORMANCE L/C FEE") to the Administrative Agent for the benefit of the Revolving Credit Lenders, equal to fifty percent (50%) of the Applicable Margin for Revolving product of (A) the Letter of Credit Loans which are Eurodollar Loans in effect at Percentage MULTIPLIED BY (B) the Maximum Drawing Amount of each such time, whether or not there are any such Eurodollar Loans outstanding at such time, payable in arrears, Letter of Credit on the last date of calculation, to be shared PRO RATA by each of such Lenders in accordance with their respective Commitment Percentages. (iii) The Financial L/C Fee and Performance L/C Fee and the Issuance Fee (as defined below) shall be payable quarterly in arrears on the first day of each fiscal calendar quarter of for the Borrower immediately preceding calendar quarter and on the Revolving Credit Termination Maturity Date and (ii) with respect to each Commercial L/C, on the aggregate face amount average daily Maximum Drawing Amount of each Commercial L/C at a rate equal to the Applicable Margin for Revolving Letters of Credit Loans which are Eurodollar Loans in effect at outstanding during such time, whether calendar quarter or not there are any such Eurodollar Loans outstanding at such time, payable on the date such Commercial L/C is issuedportion thereof. In addition, the Borrower shall Borrowers jointly and severally agree to pay an issuing fee to the Issuing Lender for its account in an amount equal to one eighth of one percent (i0.125%) with respect to each Standby L/C, in arrears on per annum of the last day Maximum Drawing Amount of each fiscal quarter Letter of the Borrower and on the Revolving Credit Termination Date with respect to the Revolving Credit Commitments, a fee equal to 0.125% per annum on the average outstanding amount available to be drawn under such Standby L/C, solely for its own account as Issuing Lender of such Standby L/C and not on account of its L/C Participating Interest therein and (ii) with respect to each Commercial L/C, on the date such Commercial L/C is issued, a fee to equal to 0.125% on the aggregate face amount of such Commercial L/C, solely for its own account as Issuing Lender of such Commercial L/C and not on account of its L/C Participating Interest therein. (b) In connection with any payment of fees pursuant to this subsection 4.11, the Administrative Agent agrees to provide to the Borrower a statement of any such fees so paid; provided that the failure by the Administrative Agent to provide the Borrower with any such invoice shall not relieve the Borrower of its obligation to pay such fees. (c) In addition to the foregoing fees, the Borrower shall pay or reimburse the Issuing Lender for any taxes, fees, charges, expenses or other costs as are incurred or charged issued by the Issuing Lender, PLUS any customary issuance, amendment, negotiation or document examination and other administrative fees of such Issuing Lender in issuing, negotiating, effecting payment under, amending or otherwise administering any Letter of Crediteffect from time to time (the "ISSUANCE FEE").