Common use of Commissions and Other Charges Clause in Contracts

Commissions and Other Charges. (a) The BORROWER shall pay to the ADMINISTRATIVE AGENT, for the account of the L/C PARTICIPANTS, a commission with respect to each STANDBY LETTER OF CREDIT, in an amount equal to the sum of (1) the APPLICABLE MARGIN per annum, as of the date of issuance, for LIBOR RATE LOANS from the date of issuance to the EXPIRATION DATE, multiplied by (2) the face amount of such STANDBY LETTER OF CREDIT (collectively, the "STANDBY L/C COMMISSION"). Such STANDBY L/C COMMISSION shall be payable on the date of the issuance of each STANDBY LETTER OF CREDIT. (b) The BORROWER shall pay to the ADMINISTRATIVE AGENT, for the account of the L/C PARTICIPANTS, a fee with respect to each TRADE LETTER OF CREDIT (collectively, the "TRADE L/C FEES") in an amount equal to three- eighths percent (3/8%) of the face amount of each TRADE LETTER OF CREDIT, payable on the date of issuance of each TRADE LETTER OF CREDIT. (c) The ADMINISTRATIVE AGENT shall, promptly following its receipt thereof, distribute to the L/C PARTICIPANTS all STANDBY L/C COMMISSIONS and TRADE L/C FEES received by the ADMINISTRATIVE AGENT in accordance with their respective COMMITMENT PERCENTAGES. (d) In the event that, prior to the EXPIRATION DATE of a STANDBY LETTER OF CREDIT, a STANDBY LETTER OF CREDIT is either: (i) returned to, and canceled by, the ISSUING BANK; or (ii) fully drawn upon by the beneficiary thereof (the date of either event shall be referred to as an "L/C CONVERSION DATE"), the L/C PARTICIPANTS shall return to the ADMINISTRATIVE AGENT a percentage of the STANDBY L/C COMMISSION received by the L/C PARTICIPANT equal to the sum of: (1) the STANDBY L/C COMMISSION received by such L/C PARTICIPANT, multiplied by (2) the number of calendar days from the date of issuance of the STANDBY LETTER OF CREDIT to the L/C CONVERSION DATE, divided by (3) the number of calendar days from the date of issuance of the STANDBY LETTER OF CREDIT to the EXPIRATION DATE of such STANDBY LETTER OF CREDIT ("L/C REBATE SUM"). The ADMINISTRATIVE AGENT shall pay to the BORROWER the L/C REBATE SUMS actually received by the ADMINISTRATIVE AGENT from the L/C PARTICIPANTS. (e) In addition to the foregoing STANDBY L/C COMMISSIONS and TRADE L/C FEES, the BORROWER shall pay the ISSUING BANK (i) an issuance fee for each STANDBY LETTER OF CREDIT equal to the greater of Three Hundred DOLLARS ($300.00) or one-eighth percent (1/8%) per annum from the date of issuance to the date of expiration on the face amount of each STANDBY LETTER OF CREDIT payable on the date of issuance of each LETTER OF CREDIT, and (ii) a fee for each TRADE LETTER OF CREDIT, payable upon each draw under a TRADE LETTER OF CREDIT, in an amount equal to the greater of Sixty DOLLARS ($60.00) or three-eighths percent (3/8%) of the amount of such draw under a TRADE LETTER OF CREDIT.

Commissions and Other Charges. (a) The BORROWER Borrowers, jointly and severally, shall pay to the ADMINISTRATIVE AGENTAgent, for the account of each Issuing Bank and the L/C PARTICIPANTSParticipants, a commission with respect to each STANDBY LETTER OF CREDIT, Commercial Letter of Credit issued by such Issuing Bank a fee in an amount equal to the sum of (1) the APPLICABLE MARGIN % per annum, as of the date of issuance, for LIBOR RATE LOANS from the date of issuance to the EXPIRATION DATE, multiplied by (2) the face amount of such STANDBY LETTER OF CREDIT (collectively, the "STANDBY L/C COMMISSION"). Such STANDBY L/C COMMISSION shall be payable annum on the date amount available to be drawn under each Commercial Letter of the issuance of each STANDBY LETTER OF CREDIT. (b) The BORROWER shall pay to the ADMINISTRATIVE AGENT, for the account of the L/C PARTICIPANTS, a fee with respect to each TRADE LETTER OF CREDIT (collectively, the "TRADE L/C FEES") in an amount equal to three- eighths percent (3/8%) of the face amount of each TRADE LETTER OF CREDIT, Credit payable on the date of issuance of such Commercial Letter of Credit and shall be nonrefundable. The Borrowers, jointly and severally, shall pay to the Agent, for the account of each TRADE LETTER OF CREDIT. Issuing Bank and the L/C Participants, a letter of credit commission with respect to each Standby Letter of Credit issued by such Issuing Bank, computed for each day during the period for which payment is due at the rate per annum equal to the Applicable Margin for the Facility in effect for Eurodollar Loans on such date (ccalculated on the basis of a 360 day year) times the aggregate amount available to be drawn under such Standby Letter of Credit on such date. Such commissions shall be payable quarterly, in advance, on each L/C Fee Payment Date and shall be nonrefundable. The ADMINISTRATIVE AGENT Borrowers, jointly and severally, shall pay to the relevant Issuing Bank, for its own account a fronting fee in the amount equal to 1/4 of 1% per annum on the face amount of each Standby Letter of Credit issued by it. The fronting fee shall be calculated on the basis of a 360 day year and shall be payable quarterly, in advance, on each L/C Fee Payment Date. In addition to the foregoing fees and commissions, the Borrowers, jointly and severally, shall pay or reimburse each Issuing Bank for such normal and customary costs and expenses as are incurred or charged by such Issuing Bank issuing, effecting payment under, amending or otherwise administering any Letter of Credit issued by it. The Agent shall, promptly following its receipt thereof, distribute to the L/C PARTICIPANTS all STANDBY L/C COMMISSIONS relevant Issuing Bank and TRADE L/C FEES received by the ADMINISTRATIVE AGENT in accordance with their respective COMMITMENT PERCENTAGES. (d) In the event that, prior to the EXPIRATION DATE of a STANDBY LETTER OF CREDIT, a STANDBY LETTER OF CREDIT is either: (i) returned to, and canceled by, the ISSUING BANK; or (ii) fully drawn upon by the beneficiary thereof (the date of either event shall be referred to as an "L/C CONVERSION DATE"), the L/C PARTICIPANTS shall return Participants all fees and commissions received by the Agent for their respective accounts pursuant to the ADMINISTRATIVE AGENT a percentage of the STANDBY this subsection 3.3. L/C COMMISSION received by the Participations. Each Issuing Bank irrevocably agrees to grant and hereby grants to each L/C PARTICIPANT Participant, and, to induce such Issuing Bank to issue Letters of Credit hereunder, each L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from the Issuing Bank, on the terms and conditions hereinafter stated, for such L/C Participant's own account and risk an undivided interest equal to such L/C Participant's Commitment Percentage in the Issuing Bank's obligations and rights under each Letter of Credit issued by it hereunder and the amount of each draft paid by the Issuing Bank thereunder. Each L/C Participant unconditionally and irrevocably agrees with such Issuing Bank that, if a draft is paid under any Letter of Credit for which such Issuing Bank is not reimbursed in full by the Borrowers in accordance with the terms of this Agreement, such L/C Participant shall pay to such Issuing Bank (through the Agent) upon demand an amount equal to such L/C Participant's Commitment Percentage of the amount of such draft, or any part thereof, which is not so reimbursed. If any amount required to be paid by any L/C Participant to an Issuing Bank pursuant to paragraph 3.4(a) in respect of any unreimbursed portion of any payment made by such Issuing Bank under any Letter of Credit issued by it is paid to such Issuing Bank within three (3) Business Days after the date such payment is due, such L/C Participant shall pay to such Issuing Bank (through the Agent) on demand an amount equal to the sum of: product of (1i) such amount, times (ii) the STANDBY daily average Federal Funds Effective Rate, as quoted by such Issuing Bank, during the period from and including the date such payment is required to the date on which such payment is immediately available to such Issuing Bank, times (iii) a fraction the numerator of which is the number of days that elapse during such period and the denominator of which is 360. If any such amount required to be paid by any L/C COMMISSION received Participant pursuant to paragraph 4.4(a) is not in fact made available to such Issuing Bank by such L/C PARTICIPANTParticipant within three (3) Business Days after the date such payment is due, multiplied such Issuing Bank shall be entitled to recover from such L/C Participant, on demand, such amount with interest thereon calculated from such due date at the rate per annum applicable to Prime Rate Loans hereunder. A certificate of such Issuing Bank submitted to any L/C Participant (through the Agent) shall, to the extent permitted by applicable law, be prima facie evidence of any amounts owing under this subsection 3.4. Whenever, at any time after an Issuing Bank has made payment under any Letter of Credit and has received from any L/C Participant its pro rata share of such payment in accordance with subsection 3.4(a), such Issuing Bank receives any payment related to such Letter of Credit (2whether directly from the Borrowers or otherwise, including proceeds of collateral applied thereto by such Issuing Bank), or any payment of interest on account thereof, such Issuing Bank will distribute to the Agent (for the account of such L/C Participant) such L/C Participant's pro rata share thereof; provided, however, that in the event that any such payment received by such Issuing Bank shall be required to be returned by such Issuing Bank, such L/C Participant shall return to such Issuing Bank (through the Agent) the number portion thereof previously distributed by such Issuing Bank to it. Reimbursement Obligation of calendar days the Borrowers. The Borrowers, jointly and severally, agree to reimburse each Issuing Bank on each date on which such Issuing Bank notifies the Borrowers of the date and amount of a draft presented under any Letter of Credit issued by such Issuing Bank and paid by such Issuing Bank for the amount of (i) such draft so paid and (ii) any taxes, fees, charges or other costs or expenses incurred by the Lenders in connection with such payment. Each such payment shall be made to such Issuing Bank at its address for notices specified herein in Dollars and in immediately available funds. Interest shall be payable on any and all amounts remaining unpaid by the Borrowers under this subsection 3.5 from the date such amounts become payable (whether at stated maturity, by acceleration or otherwise) until payment in full at the rate which would be payable on any outstanding Prime Rate Loans which were then overdue. Each drawing under any Letter of issuance of the STANDBY LETTER OF CREDIT to the L/C CONVERSION DATE, divided by Credit shall (3) the number of calendar days from the date of issuance of the STANDBY LETTER OF CREDIT to the EXPIRATION DATE of such STANDBY LETTER OF CREDIT ("L/C REBATE SUM"). The ADMINISTRATIVE AGENT shall pay to the BORROWER the L/C REBATE SUMS actually received unless it is reimbursed by the ADMINISTRATIVE AGENT from the L/C PARTICIPANTS. (e) In addition to the foregoing STANDBY L/C COMMISSIONS and TRADE L/C FEES, the BORROWER shall pay the ISSUING BANK (i) an issuance fee for each STANDBY LETTER OF CREDIT equal to the greater of Three Hundred DOLLARS ($300.00) or one-eighth percent (1/8%) per annum from the date of issuance to the date of expiration on the face amount of each STANDBY LETTER OF CREDIT payable Borrowers on the date of issuance of each LETTER OF CREDIT, and (iidrawing) constitute a fee for each TRADE LETTER OF CREDIT, payable upon each draw under a TRADE LETTER OF CREDIT, in an amount equal request by the Borrowers to the greater Agent for a borrowing pursuant to subsection 2.2 of Sixty DOLLARS ($60.00) or three-eighths percent (3/8%) of Prime Rate Loans under Facility A in the amount of such draw under a TRADE LETTER OF CREDITdrawing. The borrowing date with respect to such borrowing shall be the date of such drawing.

Commissions and Other Charges. (a) The BORROWER Borrower shall pay to the ADMINISTRATIVE AGENTAdministrative Agent, for the account of the Issuing Lender and the L/C PARTICIPANTSParticipants, a letter of credit commission with respect to each STANDBY LETTER OF CREDIT, Letter of Credit in an amount equal to the sum of Applicable Margin with respect to LIBOR Rate Loans during the Revolving Credit Period (1on a per annum basis) the APPLICABLE MARGIN per annum, as of the date of issuance, for LIBOR RATE LOANS from the date of issuance to the EXPIRATION DATE, multiplied by (2) on the face amount of each such STANDBY LETTER OF CREDIT (collectively, the "STANDBY L/C COMMISSION")Letter of Credit. Such STANDBY L/C COMMISSION commission shall be payable quarterly in arrears on the date of the issuance last Business Day of each STANDBY LETTER OF CREDITcalendar quarter and on the Revolving Credit Termination Date. (b) The BORROWER In addition to the foregoing commission, the Borrower shall pay to the ADMINISTRATIVE AGENTAdministrative Agent, for the account of the L/C PARTICIPANTS, a Issuing Lender an issuance fee with respect to each TRADE LETTER OF CREDIT (collectively, the "TRADE L/C FEES") in an amount equal to three- eighths percent (3/8%) of 0.10% on the face amount of each TRADE LETTER OF CREDIT, Letter of Credit. Such issuance fee shall be payable quarterly in arrears on the last Business Day of each calendar quarter after the date of issuance of each TRADE LETTER OF CREDITthereof and on the Revolving Credit Termination Date. (c) In addition to the foregoing commissions, the Borrower shall pay or reimburse the Issuing Lender for such normal and customary costs and expenses as are incurred or charged by the Issuing Lender in issuing, effecting payment under, amending or otherwise administering any Letter of Credit; provided, that from time to time, as requested by the Borrower, the Administrative Agent will provide the Borrower with information pertaining to the amount of such costs and expenses. (d) The ADMINISTRATIVE AGENT Administrative Agent shall, promptly following its receipt thereof, distribute to the Issuing Lender and the L/C PARTICIPANTS Participants all STANDBY L/C COMMISSIONS and TRADE L/C FEES commissions received by the ADMINISTRATIVE AGENT Administrative Agent in accordance with their respective COMMITMENT PERCENTAGESCommitment Percentages. (d) In the event that, prior to the EXPIRATION DATE of a STANDBY LETTER OF CREDIT, a STANDBY LETTER OF CREDIT is either: (i) returned to, and canceled by, the ISSUING BANK; or (ii) fully drawn upon by the beneficiary thereof (the date of either event shall be referred to as an "L/C CONVERSION DATE"), the L/C PARTICIPANTS shall return to the ADMINISTRATIVE AGENT a percentage of the STANDBY L/C COMMISSION received by the L/C PARTICIPANT equal to the sum of: (1) the STANDBY L/C COMMISSION received by such L/C PARTICIPANT, multiplied by (2) the number of calendar days from the date of issuance of the STANDBY LETTER OF CREDIT to the L/C CONVERSION DATE, divided by (3) the number of calendar days from the date of issuance of the STANDBY LETTER OF CREDIT to the EXPIRATION DATE of such STANDBY LETTER OF CREDIT ("L/C REBATE SUM"). The ADMINISTRATIVE AGENT shall pay to the BORROWER the L/C REBATE SUMS actually received by the ADMINISTRATIVE AGENT from the L/C PARTICIPANTS. (e) In addition to the foregoing STANDBY L/C COMMISSIONS and TRADE L/C FEES, the BORROWER shall pay the ISSUING BANK (i) an issuance fee for each STANDBY LETTER OF CREDIT equal to the greater of Three Hundred DOLLARS ($300.00) or one-eighth percent (1/8%) per annum from the date of issuance to the date of expiration on the face amount of each STANDBY LETTER OF CREDIT payable on the date of issuance of each LETTER OF CREDIT, and (ii) a fee for each TRADE LETTER OF CREDIT, payable upon each draw under a TRADE LETTER OF CREDIT, in an amount equal to the greater of Sixty DOLLARS ($60.00) or three-eighths percent (3/8%) of the amount of such draw under a TRADE LETTER OF CREDIT.

Commissions and Other Charges. (a) The BORROWER Borrower shall pay to the ADMINISTRATIVE AGENTAdministrative Agent, for the account of the Issuing Lender and the L/C PARTICIPANTSParticipants, a letter of credit commission with respect to each STANDBY LETTER OF CREDIT, Letter of Credit in an amount equal to the sum of (1) the APPLICABLE MARGIN per annum, as of the date of issuance, for LIBOR RATE LOANS from the date of issuance to the EXPIRATION DATE, multiplied by (2) the face amount of such STANDBY LETTER OF CREDIT Letter of Credit (collectivelyreflected as the Dollar Amount thereof, as determined by the "STANDBY L/C COMMISSION"Administrative Agent pursuant to the next sentence) multiplied by the Applicable Margin with respect to Revolving Credit Loans that are LIBOR Rate Loans (determined on a per annum basis). Such STANDBY L/C COMMISSION commission shall be payable quarterly in arrears on the date of the issuance last Business Day of each STANDBY LETTER OF CREDIT. calendar quarter and on the Revolving Credit Maturity Date and shall be payable in Dollars based upon the Dollar Amount of such Letters of Credit for such quarter, as determined by the Administrative Agent on the day which is two (b2) The BORROWER shall pay Business Days prior to the ADMINISTRATIVE AGENT, for the account of the L/C PARTICIPANTS, a fee with respect to each TRADE LETTER OF CREDIT (collectively, the "TRADE L/C FEES") in an amount equal to three- eighths percent (3/8%) of the face amount of each TRADE LETTER OF CREDIT, payable on the date of issuance of each TRADE LETTER OF CREDIT. (c) day such commission is payable. The ADMINISTRATIVE AGENT Administrative Agent shall, promptly following its receipt thereof, distribute to the Issuing Lender and the L/C PARTICIPANTS Participants all STANDBY L/C COMMISSIONS and TRADE L/C FEES commissions received by the ADMINISTRATIVE AGENT pursuant to this Section 3.3(a) in accordance with their respective COMMITMENT PERCENTAGESRevolving Credit Commitment Percentages. (d) In the event that, prior to the EXPIRATION DATE of a STANDBY LETTER OF CREDIT, a STANDBY LETTER OF CREDIT is either: (i) returned to, and canceled by, the ISSUING BANK; or (ii) fully drawn upon by the beneficiary thereof (the date of either event shall be referred to as an "L/C CONVERSION DATE"), the L/C PARTICIPANTS shall return to the ADMINISTRATIVE AGENT a percentage of the STANDBY L/C COMMISSION received by the L/C PARTICIPANT equal to the sum of: (1) the STANDBY L/C COMMISSION received by such L/C PARTICIPANT, multiplied by (2) the number of calendar days from the date of issuance of the STANDBY LETTER OF CREDIT to the L/C CONVERSION DATE, divided by (3) the number of calendar days from the date of issuance of the STANDBY LETTER OF CREDIT to the EXPIRATION DATE of such STANDBY LETTER OF CREDIT ("L/C REBATE SUM"). The ADMINISTRATIVE AGENT shall pay to the BORROWER the L/C REBATE SUMS actually received by the ADMINISTRATIVE AGENT from the L/C PARTICIPANTS. (eb) In addition to the foregoing STANDBY L/C COMMISSIONS and TRADE L/C FEEScommission, the BORROWER Borrower shall pay the ISSUING BANK (i) Issuing Lender, for its own account, an issuance fee for with respect to each STANDBY LETTER OF CREDIT equal to the greater Letter of Three Hundred DOLLARS ($300.00) or one-eighth percent (1/8%) per annum from the date of issuance to the date of expiration on the face amount of each STANDBY LETTER OF CREDIT payable on the date of issuance of each LETTER OF CREDIT, and (ii) a fee for each TRADE LETTER OF CREDIT, payable upon each draw under a TRADE LETTER OF CREDIT, Credit in an amount equal to the greater of Sixty DOLLARS ($60.00) or three-eighths percent (3/8%) of the face amount of such draw under a TRADE LETTER OF CREDITLetter of Credit multiplied by 0.25%. Such issuance fee shall be payable upon issuance and extension, if any, of each Letter of Credit and shall be payable in Dollars. (c) In addition to the foregoing fees and commissions, the Borrower shall pay or reimburse the Issuing Lender, for its own account, for such normal and customary costs and expenses as are incurred or charged by the Issuing Lender in issuing, effecting payment under, amending or otherwise administering any Letter of Credit. Such costs and expenses shall be payable in the Permitted Currency in which the Letter of Credit is denominated.

Commissions and Other Charges. (ai) The BORROWER Borrower shall pay to the ADMINISTRATIVE AGENTAdministrative Agent, for the account of the Revolver Issuing Lender and the Revolver L/C PARTICIPANTSParticipants, a letter of credit commission with respect to each STANDBY LETTER OF CREDIT, Revolver Letter of Credit in an amount equal to the sum product of (1i) the APPLICABLE MARGIN per annum, as average daily maximum amount available to be drawn during the relevant quarter under such Revolver Letter of Credit and (ii) the date of issuance, Applicable Margin for LIBOR RATE LOANS from the date of issuance to the EXPIRATION DATE, multiplied by Loans (2) the face amount of such STANDBY LETTER OF CREDIT (collectively, the "STANDBY L/C COMMISSION"determined on a per annum basis). Such STANDBY L/C COMMISSION commission shall be payable quarterly in arrears on the date of the issuance last Business Day of each STANDBY LETTER OF CREDIT. (b) The BORROWER shall pay to the ADMINISTRATIVE AGENT, for the account of the L/C PARTICIPANTS, a fee with respect to each TRADE LETTER OF CREDIT (collectively, the "TRADE L/C FEES") in an amount equal to three- eighths percent (3/8%) of the face amount of each TRADE LETTER OF CREDIT, payable calendar quarter and on the date of issuance of each TRADE LETTER OF CREDIT. (c) Termination Date. The ADMINISTRATIVE AGENT Administrative Agent shall, promptly following its receipt thereof, distribute to the Revolver Issuing Lender and the Revolver L/C PARTICIPANTS Participants all STANDBY L/C COMMISSIONS and TRADE L/C FEES commissions received by the ADMINISTRATIVE AGENT pursuant to this Section 2.3(c)(i) in accordance with their respective COMMITMENT PERCENTAGESRevolving Credit Commitment Percentages. (d) In the event that, prior to the EXPIRATION DATE of a STANDBY LETTER OF CREDIT, a STANDBY LETTER OF CREDIT is either: (i) returned to, and canceled by, the ISSUING BANK; or (ii) fully drawn upon by the beneficiary thereof (the date of either event shall be referred to as an "L/C CONVERSION DATE"), the L/C PARTICIPANTS shall return to the ADMINISTRATIVE AGENT a percentage of the STANDBY L/C COMMISSION received by the L/C PARTICIPANT equal to the sum of: (1) the STANDBY L/C COMMISSION received by such L/C PARTICIPANT, multiplied by (2) the number of calendar days from the date of issuance of the STANDBY LETTER OF CREDIT to the L/C CONVERSION DATE, divided by (3) the number of calendar days from the date of issuance of the STANDBY LETTER OF CREDIT to the EXPIRATION DATE of such STANDBY LETTER OF CREDIT ("L/C REBATE SUM"). The ADMINISTRATIVE AGENT shall pay to the BORROWER the L/C REBATE SUMS actually received by the ADMINISTRATIVE AGENT from the L/C PARTICIPANTS. (e) In addition to the foregoing STANDBY L/C COMMISSIONS and TRADE L/C FEEScommission, the BORROWER Borrower shall pay to the ISSUING BANK (i) Administrative Agent, for the account of the Revolver Issuing Lender, an issuance fee for with respect to each STANDBY LETTER OF CREDIT equal to the greater Revolver Letter of Three Hundred DOLLARS ($300.00) or one-eighth percent (1/8%) per annum from the date of issuance to the date of expiration on the face amount of each STANDBY LETTER OF CREDIT payable on the date of issuance of each LETTER OF CREDIT, and (ii) a fee for each TRADE LETTER OF CREDIT, payable upon each draw under a TRADE LETTER OF CREDIT, Credit in an amount equal to the greater product of Sixty DOLLARS ($60.00i) or three-eighths percent (3/8%) of the face amount of such draw under a TRADE LETTER OF CREDITRevolver Letter of Credit and (ii) one eighth of one percent (0.125%). Such issuance fee shall be payable quarterly in arrears on the last Business Day of each calendar quarter and on the Termination Date and shall be non-refundable. (iii) In addition to the foregoing fees and commissions, the Borrower shall pay or reimburse the Revolver Issuing Lender for such normal and customary costs and expenses as are incurred or charged by the Revolver Issuing Lender in issuing, effecting payment under, amending or otherwise administering any Revolver Letter of Credit.

Commissions and Other Charges. (a) The BORROWER Borrower shall pay to the ADMINISTRATIVE AGENTAdministrative Agent, for the account of the Issuing Lender and the L/C PARTICIPANTSParticipants, a letter of credit commission with respect to each STANDBY LETTER OF CREDIT, Letter of Credit in an amount equal to the sum of (1) the APPLICABLE MARGIN per annum, as of the date of issuance, for LIBOR RATE LOANS from the date of issuance to the EXPIRATION DATE, multiplied by (2) the face amount of such STANDBY LETTER OF CREDIT Letter of Credit multiplied by the Applicable Margin with respect to Eurodollar Advances (collectively, the "STANDBY L/C COMMISSION"determined on a per annum basis). Such STANDBY L/C COMMISSION commission shall be payable quarterly in arrears on the date of the issuance last Business Day of each STANDBY LETTER OF CREDIT. (b) The BORROWER shall pay to the ADMINISTRATIVE AGENT, for the account of the L/C PARTICIPANTS, a fee with respect to each TRADE LETTER OF CREDIT (collectively, the "TRADE L/C FEES") in an amount equal to three- eighths percent (3/8%) of the face amount of each TRADE LETTER OF CREDIT, payable calendar quarter and on the date of issuance of each TRADE LETTER OF CREDIT. (c) Maturity Date. The ADMINISTRATIVE AGENT Administrative Agent shall, promptly following its receipt thereof, distribute to the Issuing Lender and the L/C PARTICIPANTS Participants all STANDBY L/C COMMISSIONS and TRADE L/C FEES commissions received by the ADMINISTRATIVE AGENT pursuant to this Section 2A.03 in accordance with their respective COMMITMENT PERCENTAGESCommitments. (d) In the event that, prior to the EXPIRATION DATE of a STANDBY LETTER OF CREDIT, a STANDBY LETTER OF CREDIT is either: (i) returned to, and canceled by, the ISSUING BANK; or (ii) fully drawn upon by the beneficiary thereof (the date of either event shall be referred to as an "L/C CONVERSION DATE"), the L/C PARTICIPANTS shall return to the ADMINISTRATIVE AGENT a percentage of the STANDBY L/C COMMISSION received by the L/C PARTICIPANT equal to the sum of: (1) the STANDBY L/C COMMISSION received by such L/C PARTICIPANT, multiplied by (2) the number of calendar days from the date of issuance of the STANDBY LETTER OF CREDIT to the L/C CONVERSION DATE, divided by (3) the number of calendar days from the date of issuance of the STANDBY LETTER OF CREDIT to the EXPIRATION DATE of such STANDBY LETTER OF CREDIT ("L/C REBATE SUM"). The ADMINISTRATIVE AGENT shall pay to the BORROWER the L/C REBATE SUMS actually received by the ADMINISTRATIVE AGENT from the L/C PARTICIPANTS. (eb) In addition to the foregoing STANDBY L/C COMMISSIONS and TRADE L/C FEEScommission, the BORROWER Borrower shall pay the ISSUING BANK (i) an issuance fee Administrative Agent, for the account of the Issuing Lender, a fronting fee, with respect to each STANDBY LETTER OF CREDIT equal to the greater Letter of Three Hundred DOLLARS ($300.00) or one-eighth percent (1/8%) per annum from the date of issuance to the date of expiration on the face amount of each STANDBY LETTER OF CREDIT payable on the date of issuance of each LETTER OF CREDIT, and (ii) a fee for each TRADE LETTER OF CREDIT, payable upon each draw under a TRADE LETTER OF CREDIT, Credit in an amount equal to the greater of Sixty DOLLARS ($60.00) or three-eighths percent (3/8%) of the face amount of such draw under a TRADE LETTER OF CREDITLetter of Credit multiplied by 0.125% per annum. Such issuance fee shall be payable quarterly in arrears on the last Business Day of each calendar quarter commencing with the first such date to occur after the issuance of such Letter of Credit, on the Maturity Date and thereafter on demand of the Administrative Agent. (c) In addition to the foregoing fees and commissions, Borrower shall pay or reimburse the Issuing Lender for such normal and customary costs and expenses as are incurred or charged by the Issuing Lender in issuing, effecting payment under, amending or otherwise administering any Letter of Credit. (d) The commissions, fees, charges, costs and expenses payable pursuant to this Section 2A.03 shall be payable in the Permitted Currency in which the applicable Letter of Credit is denominated.

Commissions and Other Charges. (a) The BORROWER Borrowers shall pay to the ADMINISTRATIVE AGENTAdministrative Agent, for the account of the Issuing Lender and the L/C PARTICIPANTSParticipants based upon their respective Commitment Percentages, a letter of credit commission on a per annum basis with respect to each STANDBY LETTER OF CREDIT, Letter of Credit for as long as such Letter of Credit is outstanding in an amount equal to the sum product of (1i) the APPLICABLE MARGIN per annum, as of Applicable Margin with respect to LIBOR Rate Loans in effect on the corresponding payment date of issuance, for LIBOR RATE LOANS from the date of issuance to the EXPIRATION DATE, multiplied by and (2ii) the average face amount of such STANDBY LETTER OF CREDIT (collectively, Letter of Credit for the "STANDBY L/C COMMISSION")corresponding quarterly period. Such STANDBY L/C COMMISSION commission shall be payable quarterly in arrears on the date of the issuance last Business Day of each STANDBY LETTER OF CREDIT. (b) The BORROWER shall pay to the ADMINISTRATIVE AGENT, for the account of the L/C PARTICIPANTS, a fee with respect to each TRADE LETTER OF CREDIT (collectively, the "TRADE L/C FEES") in an amount equal to three- eighths percent (3/8%) of the face amount of each TRADE LETTER OF CREDIT, payable calendar quarter and on the date of issuance of each TRADE LETTER OF CREDIT. (c) Revolving Credit Maturity Date. The ADMINISTRATIVE AGENT Administrative Agent shall, promptly following its receipt thereof, distribute to the Issuing Lender and the L/C PARTICIPANTS Participants all STANDBY L/C COMMISSIONS and TRADE L/C FEES commissions received by the ADMINISTRATIVE AGENT Administrative Agent in accordance with their respective COMMITMENT PERCENTAGESCommitment Percentages. (d) In the event that, prior to the EXPIRATION DATE of a STANDBY LETTER OF CREDIT, a STANDBY LETTER OF CREDIT is either: (i) returned to, and canceled by, the ISSUING BANK; or (ii) fully drawn upon by the beneficiary thereof (the date of either event shall be referred to as an "L/C CONVERSION DATE"), the L/C PARTICIPANTS shall return to the ADMINISTRATIVE AGENT a percentage of the STANDBY L/C COMMISSION received by the L/C PARTICIPANT equal to the sum of: (1) the STANDBY L/C COMMISSION received by such L/C PARTICIPANT, multiplied by (2) the number of calendar days from the date of issuance of the STANDBY LETTER OF CREDIT to the L/C CONVERSION DATE, divided by (3) the number of calendar days from the date of issuance of the STANDBY LETTER OF CREDIT to the EXPIRATION DATE of such STANDBY LETTER OF CREDIT ("L/C REBATE SUM"). The ADMINISTRATIVE AGENT shall pay to the BORROWER the L/C REBATE SUMS actually received by the ADMINISTRATIVE AGENT from the L/C PARTICIPANTS. (eb) In addition to the foregoing STANDBY L/C COMMISSIONS and TRADE L/C FEEScommission, the BORROWER Borrowers shall pay the ISSUING BANK (i) Issuing Lender for its account an issuance fee for each STANDBY LETTER OF CREDIT equal to the greater of Three Hundred DOLLARS ($300.00) or one-eighth percent (1/8%) .125% per annum from of the date of issuance to the date of expiration on the average face amount of each STANDBY LETTER OF CREDIT Letter of Credit for the corresponding quarterly period, payable quarterly in arrears on the date of issuance last Business Day of each LETTER OF CREDIT, calendar quarter and on the Revolving Credit Maturity Date for as long as such Letter of Credit is outstanding. (iic) a fee for each TRADE LETTER OF CREDIT, payable upon each draw under a TRADE LETTER OF CREDIT, in an amount equal In addition to the greater foregoing commissions, the Borrowers shall pay or reimburse the Issuing Lender for such normal and customary costs and expenses as are incurred or charged by the Issuing Lender in issuing, effecting payment under, amending or otherwise administering any Letter of Sixty DOLLARS ($60.00) or three-eighths percent (3/8%) of the amount of such draw under a TRADE LETTER OF CREDITCredit.

Commissions and Other Charges. (a) The BORROWER Company shall pay to the ADMINISTRATIVE AGENTAdministrative Agent, for the account of the L/C PARTICIPANTSRevolving Credit Banks, a letter of credit commission with respect to each STANDBY LETTER OF CREDITLetter of Credit, in an amount equal to computed for the sum of (1) the APPLICABLE MARGIN per annum, as of the date of issuance, for LIBOR RATE LOANS period from the date of issuance of such Letter of Credit to the EXPIRATION DATE, multiplied by (2) the face amount expiration date of such STANDBY LETTER OF CREDIT Letter of Credit at a rate per annum, calculated on the basis of a 360-day year, equal to the Applicable Eurodollar Margin from time to time in effect on the average daily aggregate amount available to be drawn under such Letter of Credit during the period for which payment is made, and payable to the Revolving Credit Banks (collectivelyincluding the Issuing Bank in its capacity as a Revolving Credit Bank) to be shared ratably among them in accordance with their respective Revolving Credit Commitment Percentages. In addition to the foregoing, the "STANDBY L/C COMMISSION"). Such STANDBY L/C COMMISSION shall be payable on the date of the issuance of each STANDBY LETTER OF CREDIT. (b) The BORROWER Company shall pay to the ADMINISTRATIVE AGENTIssuing Bank, for the account of the L/C PARTICIPANTSits own account, a fee fronting commission with respect to each TRADE LETTER OF CREDIT (collectivelyLetter of Credit, computed for the "TRADE period from the date of issuance of such Letter of Credit to the expiration date of such Letter of Credit at a rate per annum, calculated on the basis of a 360-day year, equal to one-half of 1% on the average daily aggregate amount available to be drawn under such Letter of Credit during the period for which payment is made. Such commissions shall be payable in arrears on each L/C FEES") in an amount equal Fee Payment Date to three- eighths percent (3/8%) of the face amount of each TRADE LETTER OF CREDIT, payable on occur after the date of issuance of each TRADE LETTER OF CREDITLetter of Credit and shall be nonrefundable. (b) In addition to the foregoing commissions, the Company shall pay or reimburse the Issuing Bank for such normal and customary costs and expenses as are incurred or charged by the Issuing Bank in issuing, effecting payment under, amending or otherwise administering any Letter of Credit. (c) The ADMINISTRATIVE AGENT Administrative Agent shall, promptly following its receipt thereof, distribute to the L/C PARTICIPANTS all STANDBY L/C COMMISSIONS Issuing Bank and TRADE L/C FEES received by the ADMINISTRATIVE AGENT in accordance with their respective COMMITMENT PERCENTAGES. (d) In the event that, prior to the EXPIRATION DATE of a STANDBY LETTER OF CREDIT, a STANDBY LETTER OF CREDIT is either: (i) returned to, and canceled by, the ISSUING BANK; or (ii) fully drawn upon by the beneficiary thereof (the date of either event shall be referred to as an "L/C CONVERSION DATE"), the L/C PARTICIPANTS shall return to the ADMINISTRATIVE AGENT a percentage of the STANDBY L/C COMMISSION Participants all commissions received by the L/C PARTICIPANT equal Administrative Agent for their respective accounts pursuant to the sum of: (1) the STANDBY L/C COMMISSION received by such L/C PARTICIPANT, multiplied by (2) the number of calendar days from the date of issuance of the STANDBY LETTER OF CREDIT to the L/C CONVERSION DATE, divided by (3) the number of calendar days from the date of issuance of the STANDBY LETTER OF CREDIT to the EXPIRATION DATE of such STANDBY LETTER OF CREDIT ("L/C REBATE SUM"). The ADMINISTRATIVE AGENT shall pay to the BORROWER the L/C REBATE SUMS actually received by the ADMINISTRATIVE AGENT from the L/C PARTICIPANTSthis Section. (e) In addition to the foregoing STANDBY L/C COMMISSIONS and TRADE L/C FEES, the BORROWER shall pay the ISSUING BANK (i) an issuance fee for each STANDBY LETTER OF CREDIT equal to the greater of Three Hundred DOLLARS ($300.00) or one-eighth percent (1/8%) per annum from the date of issuance to the date of expiration on the face amount of each STANDBY LETTER OF CREDIT payable on the date of issuance of each LETTER OF CREDIT, and (ii) a fee for each TRADE LETTER OF CREDIT, payable upon each draw under a TRADE LETTER OF CREDIT, in an amount equal to the greater of Sixty DOLLARS ($60.00) or three-eighths percent (3/8%) of the amount of such draw under a TRADE LETTER OF CREDIT.

Commissions and Other Charges. (a) The BORROWER Borrower shall pay to the ADMINISTRATIVE AGENTAdministrative Agent, for the account of the Issuing Lender and the L/C PARTICIPANTSParticipants, a letter of credit commission with respect to each STANDBY LETTER OF CREDIT, Letter of Credit in an amount equal to the sum of product of (1i) the APPLICABLE MARGIN Applicable Margin with respect to LIBOR Rate Loans (on a per annum, as of the date of issuance, for LIBOR RATE LOANS from the date of issuance to the EXPIRATION DATE, multiplied by annum basis) and (2ii) the face amount of such STANDBY LETTER OF CREDIT (collectively, the "STANDBY L/C COMMISSION")Letter of Credit. Such STANDBY L/C COMMISSION commission shall be payable (i) from the date such Letter of Credit is issued, quarterly in arrears on the date of the issuance last Business Day of each STANDBY LETTER OF CREDITcalendar quarter thereafter and (ii) on the Credit Facility Termination Date. (b) The BORROWER Borrower shall pay to the ADMINISTRATIVE AGENTAdministrative Agent, for the account of the L/C PARTICIPANTSIssuing Lender, a facing fee with respect to each TRADE LETTER OF CREDIT (collectively, the "TRADE L/C FEES") Letter of Credit in an amount equal to three- eighths percent the product of (3/8%i) of 0.125% (on a per annum basis) and (ii) the face amount of each TRADE LETTER OF CREDITsuch Letter of Credit. Such fee shall be payable (i) from the date such Letter of Credit is issued, payable quarterly in arrears on the date of issuance last Business Day of each TRADE LETTER OF CREDITcalendar quarter thereafter and (ii) on the Credit Facility Termination Date. (c) In addition to the foregoing commissions, the Borrower shall pay or reimburse the Issuing Lender for such normal and customary costs and expenses as are incurred or charged by the Issuing Lender in issuing, effecting payment under, amending or otherwise administering any Letter of Credit. (d) The ADMINISTRATIVE AGENT Administrative Agent shall, promptly following its receipt thereof, distribute to the Issuing Lender and the L/C PARTICIPANTS Participants all STANDBY L/C COMMISSIONS and TRADE L/C FEES commissions received by the ADMINISTRATIVE AGENT Administrative Agent in accordance with their respective COMMITMENT PERCENTAGESCommitment Percentages. (d) In the event that, prior to the EXPIRATION DATE of a STANDBY LETTER OF CREDIT, a STANDBY LETTER OF CREDIT is either: (i) returned to, and canceled by, the ISSUING BANK; or (ii) fully drawn upon by the beneficiary thereof (the date of either event shall be referred to as an "L/C CONVERSION DATE"), the L/C PARTICIPANTS shall return to the ADMINISTRATIVE AGENT a percentage of the STANDBY L/C COMMISSION received by the L/C PARTICIPANT equal to the sum of: (1) the STANDBY L/C COMMISSION received by such L/C PARTICIPANT, multiplied by (2) the number of calendar days from the date of issuance of the STANDBY LETTER OF CREDIT to the L/C CONVERSION DATE, divided by (3) the number of calendar days from the date of issuance of the STANDBY LETTER OF CREDIT to the EXPIRATION DATE of such STANDBY LETTER OF CREDIT ("L/C REBATE SUM"). The ADMINISTRATIVE AGENT shall pay to the BORROWER the L/C REBATE SUMS actually received by the ADMINISTRATIVE AGENT from the L/C PARTICIPANTS. (e) In addition to the foregoing STANDBY L/C COMMISSIONS and TRADE L/C FEES, the BORROWER shall pay the ISSUING BANK (i) an issuance fee for each STANDBY LETTER OF CREDIT equal to the greater of Three Hundred DOLLARS ($300.00) or one-eighth percent (1/8%) per annum from the date of issuance to the date of expiration on the face amount of each STANDBY LETTER OF CREDIT payable on the date of issuance of each LETTER OF CREDIT, and (ii) a fee for each TRADE LETTER OF CREDIT, payable upon each draw under a TRADE LETTER OF CREDIT, in an amount equal to the greater of Sixty DOLLARS ($60.00) or three-eighths percent (3/8%) of the amount of such draw under a TRADE LETTER OF CREDIT.

Commissions and Other Charges. (a) The BORROWER Borrowers shall pay to the ADMINISTRATIVE AGENTAgent, for the account of the Issuing Lender and the L/C PARTICIPANTSParticipants, a commission letter of credit fee with respect to each STANDBY LETTER OF CREDIT, Letter of Credit in an amount equal to the sum of (1) the APPLICABLE MARGIN per annumApplicable Margin for LIBOR Rate Loans, as of the date of issuancesuch fee is payable, for LIBOR RATE LOANS from the date of issuance to the EXPIRATION DATE, on a per annum basis multiplied by (2) the average daily face amount of such STANDBY LETTER OF CREDIT (collectively, Letter of Credit during the "STANDBY L/C COMMISSION")period for which the fee is paid. Such STANDBY L/C COMMISSION fee shall be payable quarterly in arrears on the date of the issuance last Business Day of each STANDBY LETTER OF CREDIT. (b) The BORROWER shall pay to the ADMINISTRATIVE AGENT, for the account of the L/C PARTICIPANTS, a fee with respect to each TRADE LETTER OF CREDIT (collectively, the "TRADE L/C FEES") in an amount equal to three- eighths percent (3/8%) of the face amount of each TRADE LETTER OF CREDIT, payable calendar quarter and on the date Revolving Credit Termination Date, based on the actual number of issuance days in the quarter and a year of each TRADE LETTER OF CREDIT. (c) 360 days. The ADMINISTRATIVE AGENT Agent shall, promptly following its receipt thereof, distribute to the Issuing Lender and the L/C PARTICIPANTS Participants all STANDBY L/C COMMISSIONS and TRADE L/C FEES such fees received by the ADMINISTRATIVE AGENT Agent in accordance with their respective COMMITMENT PERCENTAGESCommitment Percentages. Upon the occurrence and during the continuance of an Event of Default, the foregoing fee shall be increased to the Applicable Margin for LIBOR Rate Loans plus two percent (2%) per annum. (d) In the event that, prior to the EXPIRATION DATE of a STANDBY LETTER OF CREDIT, a STANDBY LETTER OF CREDIT is either: (i) returned to, and canceled by, the ISSUING BANK; or (ii) fully drawn upon by the beneficiary thereof (the date of either event shall be referred to as an "L/C CONVERSION DATE"), the L/C PARTICIPANTS shall return to the ADMINISTRATIVE AGENT a percentage of the STANDBY L/C COMMISSION received by the L/C PARTICIPANT equal to the sum of: (1) the STANDBY L/C COMMISSION received by such L/C PARTICIPANT, multiplied by (2) the number of calendar days from the date of issuance of the STANDBY LETTER OF CREDIT to the L/C CONVERSION DATE, divided by (3) the number of calendar days from the date of issuance of the STANDBY LETTER OF CREDIT to the EXPIRATION DATE of such STANDBY LETTER OF CREDIT ("L/C REBATE SUM"). The ADMINISTRATIVE AGENT shall pay to the BORROWER the L/C REBATE SUMS actually received by the ADMINISTRATIVE AGENT from the L/C PARTICIPANTS. (eb) In addition to the foregoing STANDBY L/C COMMISSIONS and TRADE L/C FEESfee, the BORROWER Borrowers shall pay the ISSUING BANK (i) an issuance Issuing Lender a fronting fee for each STANDBY LETTER OF CREDIT equal to the greater of Three Hundred DOLLARS ($300.00) or one-eighth quarter of one percent (1/81/4%) on a per annum from basis multiplied by the date of issuance to the date of expiration face amount, on the face amount payment date, of each STANDBY LETTER OF CREDIT Letter of Credit. Such fee shall be payable annually in advance on the date of issuance of and each LETTER OF CREDIT, and anniversary thereof. (iic) a fee for each TRADE LETTER OF CREDIT, payable upon each draw under a TRADE LETTER OF CREDIT, in an amount equal The Borrowers shall pay to the greater Issuing Lender upon request all normal costs of Sixty DOLLARS ($60.00) or three-eighths percent (3/8%) expenses of the amount Issuing Lender in connection with the issuance, transfer, extension, modification or other administration of such draw under a TRADE LETTER OF CREDITany Letter of Credit.

Commissions and Other Charges. (a) The BORROWER Borrower shall pay to the ADMINISTRATIVE AGENTAdministrative Agent, for the account of the Issuing Lender and the L/C PARTICIPANTSParticipants, a letter of credit commission with respect to each STANDBY LETTER OF CREDIT, Letter of Credit in an amount equal to the sum of (1) the APPLICABLE MARGIN per annum, as of the date of issuance, for LIBOR RATE LOANS from the date of issuance to the EXPIRATION DATE, multiplied by (2) the face amount of such STANDBY LETTER OF CREDIT Letter of Credit (collectively, reflected as the "STANDBY L/C COMMISSION"Dollar Amount thereof as determined by the Administrative Agent) MULTIPLIED BY the Applicable Margin with respect to Revolving Credit Loans that are LIBOR Rate Loans (determined on a per annum basis). Such STANDBY L/C COMMISSION commission shall be payable quarterly in arrears on the date of the issuance last Business Day of each STANDBY LETTER OF CREDIT. (b) The BORROWER shall pay to the ADMINISTRATIVE AGENT, for the account of the L/C PARTICIPANTS, a fee with respect to each TRADE LETTER OF CREDIT (collectively, the "TRADE L/C FEES") in an amount equal to three- eighths percent (3/8%) of the face amount of each TRADE LETTER OF CREDIT, payable calendar quarter and on the date of issuance of each TRADE LETTER OF CREDIT. (c) Revolving Credit Maturity Date. The ADMINISTRATIVE AGENT Administrative Agent shall, promptly following its receipt thereof, distribute to the Issuing Lender and the L/C PARTICIPANTS Participants all STANDBY L/C COMMISSIONS and TRADE L/C FEES commissions received by the ADMINISTRATIVE AGENT pursuant to this Section 3.3(a) in accordance with their respective COMMITMENT PERCENTAGESRevolving Credit Commitment Percentages. (d) In the event that, prior to the EXPIRATION DATE of a STANDBY LETTER OF CREDIT, a STANDBY LETTER OF CREDIT is either: (i) returned to, and canceled by, the ISSUING BANK; or (ii) fully drawn upon by the beneficiary thereof (the date of either event shall be referred to as an "L/C CONVERSION DATE"), the L/C PARTICIPANTS shall return to the ADMINISTRATIVE AGENT a percentage of the STANDBY L/C COMMISSION received by the L/C PARTICIPANT equal to the sum of: (1) the STANDBY L/C COMMISSION received by such L/C PARTICIPANT, multiplied by (2) the number of calendar days from the date of issuance of the STANDBY LETTER OF CREDIT to the L/C CONVERSION DATE, divided by (3) the number of calendar days from the date of issuance of the STANDBY LETTER OF CREDIT to the EXPIRATION DATE of such STANDBY LETTER OF CREDIT ("L/C REBATE SUM"). The ADMINISTRATIVE AGENT shall pay to the BORROWER the L/C REBATE SUMS actually received by the ADMINISTRATIVE AGENT from the L/C PARTICIPANTS. (eb) In addition to the foregoing STANDBY L/C COMMISSIONS and TRADE L/C FEEScommission, the BORROWER Borrower shall pay the ISSUING BANK (i) Issuing Lender an issuance fee for with respect to each STANDBY LETTER OF CREDIT equal to the greater Letter of Three Hundred DOLLARS ($300.00) or one-eighth percent (1/8%) per annum from the date of issuance to the date of expiration on the face amount of each STANDBY LETTER OF CREDIT payable on the date of issuance of each LETTER OF CREDIT, and (ii) a fee for each TRADE LETTER OF CREDIT, payable upon each draw under a TRADE LETTER OF CREDIT, Credit in an amount equal to the greater of Sixty DOLLARS ($60.00) or three-eighths percent (3/8%) of the face amount of such draw under a TRADE LETTER OF CREDITLetter of Credit (reflected as the Dollar Amount thereof as determined by the Administrative Agent) multiplied by 0.125% per annum. Such issuance fee shall be payable quarterly in arrears on the last Business Day of each calendar quarter and on the Revolving Credit Maturity Date. (c) In addition to the foregoing fees and commissions, the Borrower shall pay or reimburse the Issuing Lender for such normal and customary costs and expenses as are incurred or charged by the Issuing Lender in issuing, effecting payment under, amending or otherwise administering any Letter of Credit. (d) The commissions, fees, charges, costs and expenses payable pursuant to this Section 3.3 shall be payable in Dollars.

Commissions and Other Charges. (a) The BORROWER Borrower shall pay to the ADMINISTRATIVE AGENTAdministrative Agent, for the account of the applicable Issuing Lender and the L/C PARTICIPANTSParticipants, a letter of credit commission with respect to each STANDBY LETTER OF CREDIT, Letter of Credit in an amount equal to the sum of (1) the APPLICABLE MARGIN per annum, as of the date of issuance, for LIBOR RATE LOANS from the date of issuance to the EXPIRATION DATE, multiplied by (2) the face amount of such STANDBY LETTER OF CREDIT Letter of Credit multiplied by the Applicable Margin with respect to Eurodollar Advances (collectively, the "STANDBY L/C COMMISSION"determined on a per annum basis). Such STANDBY L/C COMMISSION commission shall be payable quarterly in arrears on the date of the issuance last Business Day of each STANDBY LETTER OF CREDIT. (b) The BORROWER shall pay to the ADMINISTRATIVE AGENT, for the account of the L/C PARTICIPANTS, a fee with respect to each TRADE LETTER OF CREDIT (collectively, the "TRADE L/C FEES") in an amount equal to three- eighths percent (3/8%) of the face amount of each TRADE LETTER OF CREDIT, payable calendar quarter and on the date of issuance of each TRADE LETTER OF CREDIT. (c) Maturity Date. The ADMINISTRATIVE AGENT Administrative Agent shall, promptly following its receipt thereof, distribute to the applicable Issuing Lender and the L/C PARTICIPANTS Participants all STANDBY L/C COMMISSIONS and TRADE L/C FEES commissions received by the ADMINISTRATIVE AGENT pursuant to this Section 2A.03 in accordance with their respective COMMITMENT PERCENTAGESCommitments. (d) In the event that, prior to the EXPIRATION DATE of a STANDBY LETTER OF CREDIT, a STANDBY LETTER OF CREDIT is either: (i) returned to, and canceled by, the ISSUING BANK; or (ii) fully drawn upon by the beneficiary thereof (the date of either event shall be referred to as an "L/C CONVERSION DATE"), the L/C PARTICIPANTS shall return to the ADMINISTRATIVE AGENT a percentage of the STANDBY L/C COMMISSION received by the L/C PARTICIPANT equal to the sum of: (1) the STANDBY L/C COMMISSION received by such L/C PARTICIPANT, multiplied by (2) the number of calendar days from the date of issuance of the STANDBY LETTER OF CREDIT to the L/C CONVERSION DATE, divided by (3) the number of calendar days from the date of issuance of the STANDBY LETTER OF CREDIT to the EXPIRATION DATE of such STANDBY LETTER OF CREDIT ("L/C REBATE SUM"). The ADMINISTRATIVE AGENT shall pay to the BORROWER the L/C REBATE SUMS actually received by the ADMINISTRATIVE AGENT from the L/C PARTICIPANTS. (eb) In addition to the foregoing STANDBY L/C COMMISSIONS and TRADE L/C FEEScommission, for Letters of Credit issued by Wachovia, the BORROWER Borrower shall pay the ISSUING BANK (i) an issuance fee for each STANDBY LETTER OF CREDIT equal to the greater Administrative Agent, for the account of Three Hundred DOLLARS ($300.00) or one-eighth percent (1/8%) per annum from the date such Issuing Lender, a fronting fee, with respect to each Letter of issuance to the date of expiration on the face amount of each STANDBY LETTER OF CREDIT payable on the date of issuance of each LETTER OF CREDIT, and (ii) a fee for each TRADE LETTER OF CREDIT, payable upon each draw under a TRADE LETTER OF CREDIT, Credit in an amount equal to the greater of Sixty DOLLARS ($60.00) or three-eighths percent (3/8%) of the face amount of such draw under a TRADE LETTER OF CREDITLetter of Credit multiplied by 0.125% per annum. Such issuance fee shall be payable quarterly in arrears on the last Business Day of each calendar quarter commencing with the first such date to occur after the issuance of such Letter of Credit, on the Maturity Date and thereafter on demand of the Administrative Agent. For Letters of Credit issued by Additional Issuing Lenders, the Borrower shall pay to the applicable Additional Issuing Lender such issuance fees as shall be agreed to by the Borrower and such Additional Issuing Lender. (c) In addition to the foregoing fees and commissions, Borrower shall pay or reimburse the applicable Issuing Lender for such normal and customary costs and expenses as are incurred or charged by such Issuing Lender in issuing, effecting payment under, amending or otherwise administering any Letter of Credit. (d) The commissions, fees, charges, costs and expenses payable pursuant to this Section 2A.03 shall be payable in the Permitted Currency in which the applicable Letter of Credit is denominated.

Commissions and Other Charges. (a) The BORROWER Borrower shall pay to the ADMINISTRATIVE AGENTAdministrative Agent, for the account of the Issuing Lender and the L/C PARTICIPANTSParticipants, a letter of credit commission with respect to each STANDBY LETTER OF CREDIT, Letter of Credit in an amount equal to the sum of (1) the APPLICABLE MARGIN per annum, as of the date of issuance, for LIBOR RATE LOANS from the date of issuance to the EXPIRATION DATE, multiplied by (2) the face amount of such STANDBY LETTER OF CREDIT Letter of Credit multiplied by the Applicable Margin with respect to Revolving Credit Loans that are LIBOR Rate Loans (collectively, the "STANDBY L/C COMMISSION"determined on a per annum basis). Such STANDBY L/C COMMISSION commission shall be payable quarterly in arrears on the date of the issuance last Business Day of each STANDBY LETTER OF CREDIT. (b) The BORROWER shall pay to the ADMINISTRATIVE AGENT, for the account of the L/C PARTICIPANTS, a fee with respect to each TRADE LETTER OF CREDIT (collectively, the "TRADE L/C FEES") in an amount equal to three- eighths percent (3/8%) of the face amount of each TRADE LETTER OF CREDIT, payable calendar quarter and on the date of issuance of each TRADE LETTER OF CREDIT. (c) Revolving Credit Maturity Date. The ADMINISTRATIVE AGENT Administrative Agent shall, promptly following its receipt thereof, distribute to the Issuing Lender and the L/C PARTICIPANTS Participants all STANDBY L/C COMMISSIONS and TRADE L/C FEES commissions received by the ADMINISTRATIVE AGENT pursuant to this Section 3.3(a) in accordance with their respective COMMITMENT PERCENTAGESRevolving Credit Commitment Percentages. (d) In the event that, prior to the EXPIRATION DATE of a STANDBY LETTER OF CREDIT, a STANDBY LETTER OF CREDIT is either: (i) returned to, and canceled by, the ISSUING BANK; or (ii) fully drawn upon by the beneficiary thereof (the date of either event shall be referred to as an "L/C CONVERSION DATE"), the L/C PARTICIPANTS shall return to the ADMINISTRATIVE AGENT a percentage of the STANDBY L/C COMMISSION received by the L/C PARTICIPANT equal to the sum of: (1) the STANDBY L/C COMMISSION received by such L/C PARTICIPANT, multiplied by (2) the number of calendar days from the date of issuance of the STANDBY LETTER OF CREDIT to the L/C CONVERSION DATE, divided by (3) the number of calendar days from the date of issuance of the STANDBY LETTER OF CREDIT to the EXPIRATION DATE of such STANDBY LETTER OF CREDIT ("L/C REBATE SUM"). The ADMINISTRATIVE AGENT shall pay to the BORROWER the L/C REBATE SUMS actually received by the ADMINISTRATIVE AGENT from the L/C PARTICIPANTS. (eb) In addition to the foregoing STANDBY L/C COMMISSIONS and TRADE L/C FEEScommission, the BORROWER Borrower shall pay the ISSUING BANK (i) Administrative Agent, for the account of the Issuing Lender, an issuance fee for with respect to each STANDBY LETTER OF CREDIT equal to the greater Letter of Three Hundred DOLLARS ($300.00) or one-eighth percent (1/8%) per annum from the date of issuance to the date of expiration on the face amount of each STANDBY LETTER OF CREDIT payable on the date of issuance of each LETTER OF CREDIT, and (ii) a fee for each TRADE LETTER OF CREDIT, payable upon each draw under a TRADE LETTER OF CREDIT, Credit issued hereunder in an amount equal to the greater of Sixty DOLLARS ($60.00) or three-eighths percent (3/8%) of the face amount of such draw under a TRADE LETTER OF CREDITLetter of Credit multiplied by one-eighth of one percent (.125%) per annum. Such issuance fee shall be billed by the Administrative Agent and shall be payable by the Borrower in equal quarterly payments, in arrears, on the last Business Day of each calendar quarter and on the Revolving Credit Maturity Date. (c) In addition to the foregoing fees and commissions, the Borrower shall pay or reimburse the Issuing Lender for such normal and customary costs and expenses as are incurred or charged by the Issuing Lender in issuing, effecting payment under, amending or otherwise administering any Letter of Credit.

Commissions and Other Charges. (a) The BORROWER Borrower shall pay to the ADMINISTRATIVE AGENTAdministrative Agent, for the account of the Issuing Lender and the L/C PARTICIPANTSParticipants, a letter of credit commission with respect to each STANDBY LETTER OF CREDIT, Letter of Credit in an amount equal to the sum of (1) the APPLICABLE MARGIN per annum, as of the date of issuance, for LIBOR RATE LOANS from the date of issuance to the EXPIRATION DATE, multiplied by (2) the face amount of such STANDBY LETTER OF CREDIT Letter of Credit (collectivelyreflected as the Dollar Amount thereof, as determined by the "STANDBY L/C COMMISSION"Administrative Agent pursuant to the next sentence) multiplied by the Applicable Margin with respect to Revolving Credit Loans that are LIBOR Rate Loans (determined on a per annum basis). Such STANDBY L/C COMMISSION commission shall be payable quarterly in arrears on the date of the issuance last Business Day of each STANDBY LETTER OF CREDIT. (b) The BORROWER calendar quarter and on the Revolving Credit Maturity Date and shall pay be payable in Dollars based upon the Dollar Amount of such Letters of Credit for such quarter, as determined by the Administrative Agent on the day which is two Business Days prior to the ADMINISTRATIVE AGENT, for the account of the L/C PARTICIPANTS, a fee with respect to each TRADE LETTER OF CREDIT (collectively, the "TRADE L/C FEES") in an amount equal to three- eighths percent (3/8%) of the face amount of each TRADE LETTER OF CREDIT, payable on the date of issuance of each TRADE LETTER OF CREDIT. (c) day such commission is payable. The ADMINISTRATIVE AGENT Administrative Agent shall, promptly following its receipt thereof, distribute to the Issuing Lender and the L/C PARTICIPANTS Participants all STANDBY L/C COMMISSIONS and TRADE L/C FEES commissions received by the ADMINISTRATIVE AGENT pursuant to this Section 3.3(a) in accordance with their respective COMMITMENT PERCENTAGESRevolving Credit Commitment Percentages. (d) In the event that, prior to the EXPIRATION DATE of a STANDBY LETTER OF CREDIT, a STANDBY LETTER OF CREDIT is either: (i) returned to, and canceled by, the ISSUING BANK; or (ii) fully drawn upon by the beneficiary thereof (the date of either event shall be referred to as an "L/C CONVERSION DATE"), the L/C PARTICIPANTS shall return to the ADMINISTRATIVE AGENT a percentage of the STANDBY L/C COMMISSION received by the L/C PARTICIPANT equal to the sum of: (1) the STANDBY L/C COMMISSION received by such L/C PARTICIPANT, multiplied by (2) the number of calendar days from the date of issuance of the STANDBY LETTER OF CREDIT to the L/C CONVERSION DATE, divided by (3) the number of calendar days from the date of issuance of the STANDBY LETTER OF CREDIT to the EXPIRATION DATE of such STANDBY LETTER OF CREDIT ("L/C REBATE SUM"). The ADMINISTRATIVE AGENT shall pay to the BORROWER the L/C REBATE SUMS actually received by the ADMINISTRATIVE AGENT from the L/C PARTICIPANTS. (eb) In addition to the foregoing STANDBY L/C COMMISSIONS and TRADE L/C FEEScommission, the BORROWER Borrower shall pay the ISSUING BANK (i) Issuing Lender, for its own account, an issuance fee for with respect to each STANDBY LETTER OF CREDIT equal to the greater Letter of Three Hundred DOLLARS ($300.00) or one-eighth percent (1/8%) per annum from the date of issuance to the date of expiration on the face amount of each STANDBY LETTER OF CREDIT payable on the date of issuance of each LETTER OF CREDIT, and (ii) a fee for each TRADE LETTER OF CREDIT, payable upon each draw under a TRADE LETTER OF CREDIT, Credit in an amount equal to the greater of Sixty DOLLARS ($60.00) or three-eighths percent (3/8%) of the face amount of such draw under a TRADE LETTER OF CREDITLetter of Credit multiplied by 0.25%. Such issuance fee shall be payable upon issuance and extension, if any, of each Letter of Credit and shall be payable in Dollars. (c) In addition to the foregoing fees and commissions, the Borrower shall pay or reimburse the Issuing Lender, for its own account, for such normal and customary costs and expenses as are incurred or charged by the Issuing Lender in issuing, effecting payment under, amending or otherwise administering any Letter of Credit. Such costs and expenses shall be payable in the Permitted Currency in which the Letter of Credit is denominated.

Commissions and Other Charges. (a) The BORROWER Borrower shall pay to the ADMINISTRATIVE AGENTAdministrative Agent, for the account of the applicable Stand-Alone Issuing Lender and the Stand-Alone L/C PARTICIPANTSParticipants, a letter of credit commission with respect to each STANDBY LETTER OF CREDIT, Stand-Alone Letter of Credit in an amount equal to the sum product of (1i) the APPLICABLE MARGIN per annum, as average daily maximum amount available to be drawn during the relevant quarter under such Stand-Alone Letter of Credit and (ii) the date of issuance, Applicable Margin for LIBOR RATE LOANS from the date of issuance to the EXPIRATION DATE, multiplied by Loans (2) the face amount of such STANDBY LETTER OF CREDIT (collectively, the "STANDBY L/C COMMISSION"determined on a per annum basis). Such STANDBY L/C COMMISSION commission shall be payable quarterly in arrears on the date of the issuance last Business Day of each STANDBY LETTER OF CREDIT. (b) The BORROWER shall pay to the ADMINISTRATIVE AGENT, for the account of the L/C PARTICIPANTS, a fee with respect to each TRADE LETTER OF CREDIT (collectively, the "TRADE L/C FEES") in an amount equal to three- eighths percent (3/8%) of the face amount of each TRADE LETTER OF CREDIT, payable calendar quarter and on the date of issuance of each TRADE LETTER OF CREDIT. (c) Revolving Credit Termination Date. The ADMINISTRATIVE AGENT Administrative Agent shall, promptly following its receipt thereof, distribute to the applicable Stand-Alone Issuing Lender and the Stand-Alone L/C PARTICIPANTS Participants all STANDBY L/C COMMISSIONS and TRADE L/C FEES commissions received by the ADMINISTRATIVE AGENT pursuant to this Section 3.3(a) in accordance with their respective COMMITMENT PERCENTAGESStand-Alone L/C Commitment Percentages. (d) In the event that, prior to the EXPIRATION DATE of a STANDBY LETTER OF CREDIT, a STANDBY LETTER OF CREDIT is either: (i) returned to, and canceled by, the ISSUING BANK; or (ii) fully drawn upon by the beneficiary thereof (the date of either event shall be referred to as an "L/C CONVERSION DATE"), the L/C PARTICIPANTS shall return to the ADMINISTRATIVE AGENT a percentage of the STANDBY L/C COMMISSION received by the L/C PARTICIPANT equal to the sum of: (1) the STANDBY L/C COMMISSION received by such L/C PARTICIPANT, multiplied by (2) the number of calendar days from the date of issuance of the STANDBY LETTER OF CREDIT to the L/C CONVERSION DATE, divided by (3) the number of calendar days from the date of issuance of the STANDBY LETTER OF CREDIT to the EXPIRATION DATE of such STANDBY LETTER OF CREDIT ("L/C REBATE SUM"). The ADMINISTRATIVE AGENT shall pay to the BORROWER the L/C REBATE SUMS actually received by the ADMINISTRATIVE AGENT from the L/C PARTICIPANTS. (eb) In addition to the foregoing STANDBY L/C COMMISSIONS and TRADE L/C FEEScommission, the BORROWER Borrower shall pay to the ISSUING BANK (i) Administrative Agent, for the account of the applicable Stand-Alone Issuing Lender, an issuance fee for with respect to each STANDBY LETTER OF CREDIT equal to the greater Stand-Alone Letter of Three Hundred DOLLARS ($300.00) or one-eighth percent (1/8%) per annum from the date of issuance to the date of expiration on the face amount of each STANDBY LETTER OF CREDIT payable on the date of issuance of each LETTER OF CREDIT, and (ii) a fee for each TRADE LETTER OF CREDIT, payable upon each draw under a TRADE LETTER OF CREDIT, Credit issued by it in an amount equal to the greater product of Sixty DOLLARS ($60.00i) or three-eighths percent (3/8%) of the face amount of such draw under a TRADE LETTER OF CREDITStand-Alone Letter of Credit and (ii) one eighth of one percent (0.125%) per annum. Such issuance fee shall be payable quarterly in arrears on the last Business Day of each calendar quarter and on the Revolving Credit Termination Date and shall be non-refundable. (c) In addition to the foregoing fees and commissions, the Borrower shall pay or reimburse the applicable Stand-Alone Issuing Lender for such normal and customary costs and expenses as are incurred or charged by such Stand-Alone Issuing Lender in issuing, effecting payment under, amending or otherwise administering any Stand-Alone Letter of Credit.