Common use of Fees and Other Charges Clause in Contracts

Fees and Other Charges. (a) The Borrower agrees to pay to the Administrative Agent, for the account of each Issuing Lender and the L/C Participants, a letter of credit fee (the "L/C FEE") with respect to each Letter of Credit issued by such Issuing Lender in an amount equal to the Applicable Percentage for L/C Fee TIMES the average daily undrawn amount of such issued Letters of Credit as reported by such Issuing Lender (or the Administrative Agent) pursuant to Section 3.2. Such fee shall be payable quarterly in arrears on the last Business Day of each calendar quarter, commencing on the first of such dates to occur after the Closing Date, and on the Five Year Facility Termination Date. (b) The Administrative Agent shall, promptly following its receipt thereof, distribute to each Issuing Lender and the L/C Participants the L/C Fees received by the Administrative Agent in accordance with their respective Five Year Facility Commitment Percentages. (c) In addition to the L/C Fees, the Borrower agrees to pay to the relevant Issuing Lender that has issued a Letter of Credit at the request of the Borrower, for such Issuing Lender's own account without sharing by the other Lenders, (i) a fronting fee of 0.125% per annum on the aggregate stated amount of such Letter of Credit for the stated duration thereof and (ii) customary charges of such Issuing Lender with respect to the issuance, amendment, transfer, administration, cancellation and conversion of, and drawings under, such Letters of Credit.

Fees and Other Charges. (a) The Borrower agrees will pay a fee (i) on the undrawn and unexpired amount of all outstanding Performance Letters of Credit and import (documentary) Letters of Credit at a per annum rate equal to 75% of the Applicable Margin then in effect with respect to Eurodollar Loans (other than Eurodollar Competitive Loans) under the Facility and (ii) on the undrawn and unexpired amount of all other outstanding Letters of Credit at a per annum rate equal to the Applicable Margin then in effect with respect to Eurodollar Loans (other than Eurodollar Competitive Loans) under the Facility, in each case, shared ratably among the Lenders and payable quarterly in arrears on each L/C Fee Payment Date after the issuance date in the case of Letters of Credit issued on or after the Closing Date, or after the Closing Date, in the case of Letters of Credit referred to in Section 3.09. In addition, the Borrower shall pay to the Administrative Agent, for the account of each Issuing Lender for its own account a fronting fee at the rate per annum set forth in the applicable Fee Letter or as separately agreed to between the Borrower and the L/C Participants, a letter relevant Issuing Lender on the undrawn and unexpired amount of credit fee (the "L/C FEE") with respect to each Letter of Credit issued by such Issuing Lender in an amount equal to the Applicable Percentage for L/C Fee TIMES the average daily undrawn amount of such issued Letters of Credit as reported by such Issuing Lender (or the Administrative Agent) pursuant to Section 3.2. Such fee shall be Lender, payable quarterly in arrears on each L/C Fee Payment Date after the last Business Day issuance date in the case of each calendar quarter, commencing Letters of Credit issued on the first of such dates to occur or after the Closing Date, and on or after the Five Year Facility Termination Closing Date, in the case of Letters of Credit referred to in Section 3.09. (b) The Administrative Agent shall, promptly following its receipt thereof, distribute to each Issuing Lender and the L/C Participants the L/C Fees received by the Administrative Agent in accordance with their respective Five Year Facility Commitment Percentages. (c) In addition to the L/C Feesforegoing fees, the Borrower agrees to shall pay to the relevant or reimburse each Issuing Lender that has issued a Letter of Credit at the request of the Borrower, for such Issuing Lender's own account without sharing normal and customary costs and expenses as are incurred or charged by the other Lenders, (i) a fronting fee of 0.125% per annum on the aggregate stated amount of such Letter of Credit for the stated duration thereof and (ii) customary charges of such Issuing Lender with respect to the issuancein issuing, amendmentnegotiating, transfer, administration, cancellation and conversion of, and drawings effecting payment under, such Letters amending or otherwise administering any Letter of Credit.

Fees and Other Charges. (a) The Borrower agrees will pay a fee on each outstanding Standby Letter of Credit, at a per annum rate equal to the Applicable Margin then in effect with respect to Eurodollar Loans under the Revolving Facility on the face amount of such Standby Letter of Credit, which fees shall be shared ratably among the Revolving Lenders and payable quarterly in arrears on each Fee Payment Date after the issuance date. In addition, the Borrower shall pay to the Administrative Agent, for the account of each Issuing Lender for its own account a fronting fee equal to 0.125% (or such greater percentage as agreed between the Borrower and the L/C Participants, a letter applicable Issuing Lender) per annum on the aggregate face amount of credit fee (the "L/C FEE") with respect to each Letter all outstanding Letters of Credit issued by it to the Borrower, payable quarterly in arrears on each Fee Payment Date after the issuance date. (b) In addition to the foregoing fees, the Borrower shall pay or reimburse each Issuing Lender for such customary fees and expenses as are incurred or charged by such Issuing Lender in an amount equal to the Applicable Percentage for L/C Fee TIMES the average daily undrawn amount of such issued Letters issuing, negotiating, effecting payment under, amending or otherwise administering any Letter of Credit as reported requested by such Issuing Lender the Borrower (or which fees and expenses shall have been agreed to from time to time by the Administrative Agent) pursuant to Section 3.2. Such fee shall be payable quarterly in arrears on the last Business Day of each calendar quarter, commencing on the first of such dates to occur after the Closing Date, and on the Five Year Facility Termination Date. (b) The Administrative Agent shall, promptly following its receipt thereof, distribute to each Issuing Lender Borrower and the L/C Participants the L/C Fees received by the Administrative Agent in accordance with their respective Five Year Facility Commitment Percentagesrelevant Issuing Lender). (c) In addition Notwithstanding anything to the L/C Feescontrary herein, any fees otherwise payable for the Borrower agrees account of a Defaulting Lender with respect to pay to the relevant Issuing Lender that has issued a any Letter of Credit at as to which such Defaulting Lender has not provided Cash Collateral satisfactory to the request of applicable Issuing Lender shall be payable, to the Borrowermaximum extent permitted by applicable Law, for such Issuing Lender's own account without sharing by to the other Lenders, (i) a fronting fee of 0.125% per annum on Revolving Lenders in accordance with the aggregate stated amount of upward adjustments in their respective Revolving Percentages allocable to such Letter of Credit for pursuant to Section 2.27(a)(iv), with the stated duration thereof and (ii) customary charges balance of such fee, if any, payable to the applicable Issuing Lender with respect to the issuance, amendment, transfer, administration, cancellation and conversion of, and drawings under, such Letters of Creditfor its own account.

Fees and Other Charges. (a) The Each Borrower agrees to shall pay to the Administrative Agent, for the account of each the Issuing Lender and the L/C Participants, a letter of credit fee (in the "L/C FEE") relevant currency with respect to each Letter of Credit issued by at the request of such Issuing Lender in an amount Borrower at a per annum rate, for each day during the period from and including the date of issuance of such Letter of Credit to and including the first date thereafter on which such Letter of Credit shall expire or be cancelled or fully drawn, equal to the Applicable Percentage for L/C Fee TIMES Rate in effect on such day, calculated on the average daily basis of a 360-day year, of the aggregate amount available to be drawn under such Letter of Credit on such day. In addition, such Borrower shall pay, in the relevant currency, to the Issuing Lender for its own account a fronting fee of 0.10% per annum on the undrawn and unexpired amount of each such issued Letters Letter of Credit as reported by such Issuing Lender (or the Administrative Agent) Credit. Letter of credit fees and fronting fees pursuant to Section 3.2. Such fee this paragraph shall be payable quarterly in arrears on the last Business Day of each calendar quarter, commencing on the first of such dates L/C Fee Payment Date to occur after while the Closing Date, relevant Letter of Credit is outstanding and on the Five Year Facility Termination Dateshall be nonrefundable. (b) In addition to the foregoing fees, each 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 requested by such Borrower. (c) The Administrative Agent shall, promptly following its receipt thereof, distribute to each the Issuing Lender and the L/C Participants the L/C Fees all fees received by the Administrative Agent in accordance with for their respective Five Year Facility Commitment Percentagesaccounts pursuant to this Section 3.3. (c) In addition to the L/C Fees, the Borrower agrees to pay to the relevant Issuing Lender that has issued a Letter of Credit at the request of the Borrower, for such Issuing Lender's own account without sharing by the other Lenders, (i) a fronting fee of 0.125% per annum on the aggregate stated amount of such Letter of Credit for the stated duration thereof and (ii) customary charges of such Issuing Lender with respect to the issuance, amendment, transfer, administration, cancellation and conversion of, and drawings under, such Letters of Credit.

Fees and Other Charges. (a) The Borrower agrees will pay a fee on each outstanding Standby Letter of Credit, at a per annum rate equal to the Applicable Margin then in effect with respect to Eurodollar Loans under the Revolving Facility on the face amount of such Standby Letter of Credit, which fees shall be shared ratably among the Revolving Lenders and payable quarterly in arrears on each Fee Payment Date after the issuance date. In addition, the Borrower shall pay to the Administrative Agent, for the account of each Issuing Lender and for its own account a fronting fee equal to 0.20% on the L/C Participants, a letter aggregate face amount of credit fee (the "L/C FEE") with respect to each Letter all outstanding Letters of Credit issued by it to the Borrower, payable quarterly in arrears on each Fee Payment Date after the issuance date. (b) In addition to the foregoing fees, the Borrower shall pay or reimburse each Issuing Lender for such customary fees and expenses as are incurred or charged by such Issuing Lender in an amount equal to the Applicable Percentage for L/C Fee TIMES the average daily undrawn amount of such issued Letters issuing, negotiating, effecting payment under, amending or otherwise administering any Letter of Credit as reported requested by such Issuing Lender the Borrower (or which fees and expenses shall have been agreed to from time to time by the Administrative Agent) pursuant to Section 3.2. Such fee shall be payable quarterly in arrears on the last Business Day of each calendar quarter, commencing on the first of such dates to occur after the Closing Date, and on the Five Year Facility Termination Date. (b) The Administrative Agent shall, promptly following its receipt thereof, distribute to each Issuing Lender Borrower and the L/C Participants the L/C Fees received by the Administrative Agent in accordance with their respective Five Year Facility Commitment Percentagesrelevant Issuing Lender). (c) In addition Notwithstanding anything to the L/C Feescontrary herein, any fees otherwise payable for the Borrower agrees account of a Defaulting Lender with respect to pay to the relevant Issuing Lender that has issued a any Letter of Credit at as to which such Defaulting Lender has not provided Cash Collateral satisfactory to the request of applicable Issuing Lender shall be payable, to the Borrowermaximum extent permitted by applicable Law, for such Issuing Lender's own account without sharing by to the other Lenders, (i) a fronting fee of 0.125% per annum on Revolving Lenders in accordance with the aggregate stated amount of upward adjustments in their respective Revolving Percentages allocable to such Letter of Credit for pursuant to Section 2.26(a)(iv), with the stated duration thereof and (ii) customary charges balance of such fee, if any, payable to the applicable Issuing Lender with respect to the issuance, amendment, transfer, administration, cancellation and conversion of, and drawings under, such Letters of Creditfor its own account.

Fees and Other Charges. (a) The Borrower agrees to will pay a fee on the aggregate drawable amount of all outstanding Letters of Credit at a per annum rate equal to the Administrative AgentApplicable Margin then in effect with respect to Eurodollar Loans, for shared ratably among the account Lenders in accordance with their respective Percentages and payable quarterly in arrears on each Fee Payment Date after the issuance date. On and after the occurrence of each an Event of Default, until the time when such Event of Default shall have been cured or waived in writing by the Required Lenders or all the Lenders (as required by this Agreement), the foregoing fee shall be increased by two percent (2.00%) payable on demand. (b) The Borrower shall pay directly to the Issuing Lender and the L/C Participants, for its own account a letter of credit fronting fee (the "L/C FEE") in an amount with respect to each Letter of Credit issued by such Issuing Lender in an amount equal to 0.10% per annum of the Applicable Percentage for L/C Fee TIMES the average daily undrawn amount of such issued Letters Letter of Credit as reported by such Issuing Lender (or the Administrative Agent) pursuant to Section 3.2. Such fee shall be Credit, due and payable quarterly in arrears on each Fee Payment Date after the last Business Day issuance date; provided, that in the case of each calendar quarteran increase in the amount of a Letter of Credit after the issuance thereof, commencing such fronting fee shall be payable only on the first of such dates to occur after the Closing Date, and on the Five Year Facility Termination Date. (b) The Administrative Agent shall, promptly following its receipt increased amount thereof, distribute to each Issuing Lender and the L/C Participants the L/C Fees received by the Administrative Agent in accordance with their respective Five Year Facility Commitment Percentages. (c) . In addition to the L/C Feesforegoing fees, the Borrower agrees to shall pay to or reimburse the relevant Issuing Lender that has issued a Letter of Credit at the request of the Borrower, for such Issuing Lender's own account without sharing normal and customary costs and expenses as are incurred or charged by the other Lenders, (i) a fronting fee of 0.125% per annum on the aggregate stated amount of such Letter of Credit for the stated duration thereof and (ii) customary charges of such Issuing Lender with respect to the issuancein issuing, amendmentnegotiating, transfer, administration, cancellation and conversion of, and drawings effecting payment under, such Letters amending, renewing or otherwise administering any Letter of Credit.

Fees and Other Charges. (a) The Borrower agrees to will pay a fee for the benefit of each Revolving Lender on all outstanding Letters of Credit at a per annum rate equal to the Administrative Agentproduct of (i) the Applicable Margin then in effect with respect to Eurodollar Loans made pursuant to the Revolving Commitment of such Revolving Lender and (ii) such Revolving Lender's daily Revolving Percentage of the undrawn and unexpired amount of each Letters of Credit, payable quarterly in arrears on each L/C Fee Payment Date after the issuance date; provided, however, for the avoidance of doubt, any such fees otherwise payable for the account of each Issuing a Defaulting Lender and the L/C Participants, a letter of credit fee (the "L/C FEE") with respect to any Letter of Credit as to which such Defaulting Lender has not provided Cash Collateral satisfactory to the Issuing Lender pursuant to this Section 3 shall be payable, to the maximum extent permitted by applicable Law, to the other Revolving Lenders in accordance with the upward adjustments in their respective Revolving Percentages allocable to such Letter of Credit pursuant to Section 2.21(a)(iii), with the balance of such fee, if any, payable to the Issuing Lender for its own account. In addition, the Borrower shall pay to the relevant Issuing Lender for its own account a fronting fee with respect to each Letter of Credit at a per annum rate of 0.125% or a lower rate separately agreed between the Borrower and such Issuing Lender on the undrawn and unexpired amount of each Letter of Credit issued by such Issuing Lender in an amount equal to the Applicable Percentage for L/C Fee TIMES the average daily undrawn amount of such issued Letters of Credit as reported by such Issuing Lender (or the Administrative Agent) pursuant to Section 3.2. Such fee shall be Lender, payable quarterly in arrears on the last Business Day of each calendar quarter, commencing on the first of such dates to occur L/C Fee Payment Date after the Closing Date, and on the Five Year Facility Termination Daterelevant issuance date. (b) The Administrative Agent shall, promptly following its receipt thereof, distribute to each Issuing Lender and the L/C Participants the L/C Fees received by the Administrative Agent in accordance with their respective Five Year Facility Commitment Percentages. (c) In addition to the L/C Feesforegoing fees, unless otherwise agreed by the relevant Issuing Lender, the Borrower agrees to shall pay to the relevant or reimburse each Issuing Lender that has issued a for such normal and customary costs and expenses as are incurred or charged by such Issuing Lender in issuing, negotiating, effecting payment under, amending or otherwise administering any Letter of Credit at the request of the Borrower, for such Issuing Lender's own account without sharing issued by the other Lenders, (i) a fronting fee of 0.125% per annum on the aggregate stated amount of such Letter of Credit for the stated duration thereof and (ii) customary charges of such Issuing Lender with respect to the issuance, amendment, transfer, administration, cancellation and conversion of, and drawings under, such Letters of Creditit.

Fees and Other Charges. (a) The applicable Borrower agrees to shall pay to the Administrative Agent, for the account of each the Issuing Lender and the L/C ParticipantsParticipants (in the case of a Tranche A Letter of Credit, having Tranche A Commitments, and, in the case of a Tranche B Letter of Credit, having Tranche B Commitments), a letter of credit fee (the "L/C FEE") with respect to each Letter of Credit issued by for its account at a per annum rate, for each day during the period from and including the date of issuance of such Issuing Lender in an amount Letter of Credit to and including the first date thereafter on which such Letter of Credit shall expire or be cancelled or fully drawn, equal to the Applicable Percentage for L/C Fee TIMES Rate in effect on such day, calculated on the average daily basis of a 360-day year, of the Dollar Equivalent of the aggregate amount available to be drawn under such Letter of Credit on such day. In addition, the applicable Borrower shall pay to the Issuing Lender for its own account a fronting fee of 0.100% per annum on the Dollar Equivalent of the undrawn and unexpired amount of such issued Letters each Letter of Credit as reported by such Issuing Lender (or the Administrative Agent) issued for its account. Letter of credit fees and fronting fees pursuant to Section 3.2. Such fee this paragraph shall be payable in Dollars quarterly in arrears on the last Business Day of each calendar quarter, commencing on the first of such dates L/C Fee Payment Date to occur after while the Closing Date, relevant Letter of Credit is outstanding and on the Five Year Facility Termination Dateshall be nonrefundable. (b) In addition to the foregoing fees, the applicable Borrower shall pay or reimburse the Issuing Lender in Dollars 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 issued for its account. (c) The Administrative Agent shall, promptly following its receipt thereof, distribute to each the Issuing Lender and the applicable L/C Participants the L/C Fees all fees received by the Administrative Agent in accordance with for their respective Five Year Facility Commitment Percentagesaccounts pursuant to this Section 3.3. (c) In addition to the L/C Fees, the Borrower agrees to pay to the relevant Issuing Lender that has issued a Letter of Credit at the request of the Borrower, for such Issuing Lender's own account without sharing by the other Lenders, (i) a fronting fee of 0.125% per annum on the aggregate stated amount of such Letter of Credit for the stated duration thereof and (ii) customary charges of such Issuing Lender with respect to the issuance, amendment, transfer, administration, cancellation and conversion of, and drawings under, such Letters of Credit.

Fees and Other Charges. (a) The Borrower agrees to will pay to the Administrative Agent, for the account of each Issuing Lender and the L/C Participants, Agent a letter of credit fee (the "L/C FEE") with respect to each Letter on all outstanding Letters of Credit issued by such Issuing Lender in an amount at a per annum rate equal to the Applicable Percentage for L/C Fee TIMES the average daily undrawn amount of such issued Letters of Credit as reported by such Issuing Lender (or the Administrative Agent) pursuant Margin then in effect with respect to Section 3.2. Such Eurodollar Loans, which fee shall be shared ratably among the Lenders according to their respective Revolving Percentages and payable quarterly in arrears on each L/C Fee Payment Date after the last Business Day issuance date; provided, however, that any Letter of each calendar quarterCredit Fees otherwise payable for the account of a Defaulting Lender with respect to any Letter of Credit as to which such Defaulting Lender has not provided Cash Collateral satisfactory to the applicable Issuing Lender pursuant to Section 2.23(c) shall be payable, commencing on to the first maximum extent permitted by applicable Law, to the other Lenders in accordance with the upward adjustments in their respective Revolving Percentages allocable to such Letter of Credit pursuant to Section 2.23(a)(iv), with the balance of such dates fee, if any, payable to occur the Issuing Lender for its own account. In addition, the Borrower shall pay to each Issuing Lender for its own account a fronting fee in the amount set forth in the applicable Fee Letter, payable quarterly in arrears on each L/C Fee Payment Date after the Closing Date, and on the Five Year Facility Termination Issuance Date. (b) The Administrative Agent shall, promptly following its receipt thereof, distribute to each Issuing Lender and the L/C Participants the L/C Fees received by the Administrative Agent in accordance with their respective Five Year Facility Commitment Percentages. (c) In addition to the L/C Feesforegoing fees, the Borrower agrees to shall pay to the relevant or reimburse each Issuing Lender that has issued a Letter of Credit at the request of the Borrower, for such Issuing Lender's own account without sharing customary and reasonable costs and expenses as are incurred or charged by the other Lenders, (i) a fronting fee of 0.125% per annum on the aggregate stated amount of such Letter of Credit for the stated duration thereof and (ii) customary charges of such Issuing Lender with respect to the issuancein issuing, amendmentnegotiating, transfer, administration, cancellation and conversion of, and drawings effecting payment under, such Letters amending or otherwise administering any Letter of Credit.

Fees and Other Charges. (a) The Borrower agrees Borrowers will pay a fee on all outstanding Letters of Credit at a per annum rate equal to (i) in the case of each Standby L/C and Banker’s Acceptance, the Applicable Margin with respect to the aggregate Commitment Percentage of Non-Extending Lenders of the amount of such Standby L/C or Banker’s Acceptance and the Extended Term Applicable Margin with respect to the aggregate Commitment Percentage of Extending Lenders of the amount of such Standby L/C or Banker’s Acceptance, in each case then in effect with respect to Eurodollar Rate Advances and (ii) in the case of each Commercial L/C, 50% of the Applicable Margin with respect to the aggregate Commitment Percentage of Non-Extending Lenders of the amount of such Commercial L/C and 50% of the Extended Term Applicable Margin with respect to the aggregate Commitment Percentage of Extending Lenders of the amount of such Commercial L/C, in each case then in effect with respect to Eurodollar Rate Advances, in each case shared ratably among the Non-Extending Lenders and Extending Lenders, respectively, and payable quarterly in arrears the 5th day subsequent to the last day of each April, July, October and January after the issuance date. In addition, the Borrowers shall pay to the Administrative Agent, Issuing Lender for its own account a fronting fee in an amount to be agreed upon by the account of each applicable Issuing Lender and the L/C Participants, a letter Borrowers (but in no event to exceed 0.125% per annum) on the undrawn and unexpired amount of credit fee (the "L/C FEE") with respect to each Letter of Credit issued by such Issuing Lender in an amount equal to the Applicable Percentage for L/C Fee TIMES the average daily undrawn amount of such issued Letters of Credit as reported by such Issuing Lender (or the Administrative Agent) pursuant to Section 3.2. Such fee shall be Credit, payable quarterly in arrears on the 5th day subsequent to the last Business Day day of each calendar quarterApril, commencing on the first of such dates to occur July, October and January after the Closing Date, and on the Five Year Facility Termination Dateissuance date. (b) The Administrative Agent shall, promptly following its receipt thereof, distribute to each Issuing Lender and the L/C Participants the L/C Fees received by the Administrative Agent in accordance with their respective Five Year Facility Commitment Percentages. (c) In addition to the L/C Feesforegoing fees, the Borrower agrees to Borrowers shall pay to or reimburse the relevant Issuing Lender that has issued a for such normal and customary costs and expenses as are incurred or charged by the Issuing Lender in issuing, negotiating, effecting payment under, amending or otherwise administering any Letter of Credit at the request of the BorrowerCredit, for such Issuing Lender's own account without sharing by the other Lenders, (i) a fronting fee of 0.125% per annum on the aggregate stated amount of such Letter of Credit for the stated duration thereof and (ii) customary charges of such Issuing Lender with respect to the issuance, amendment, transfer, administration, cancellation and conversion of, and drawings under, such Letters of Creditunless otherwise agreed.

Fees and Other Charges. (a) The Borrower agrees Borrowers agree to pay to the Administrative Agenteach Issuing Lender, for the account of each such Issuing Lender and the L/C Participants, a letter of credit fee (the "L/C FEEFee") with respect to each Letter of Credit issued by such Issuing Lender in an amount equal to the Applicable Percentage for L/C Fee TIMES times the average daily undrawn amount of such issued Letters of Credit as reported by such Issuing Lender (or the Administrative Agent) pursuant to Section 3.2. Such fee shall be payable quarterly in arrears on the last Business Day of each calendar quarter, commencing on the first of such dates to occur after the Closing DateClosing, and on the Five Year Facility Termination Date. (b) The Administrative Agent Each Issuing Lender shall, promptly following its receipt thereof, distribute to each Issuing Lender and the L/C Participants the L/C Fees received by the Administrative Agent such Issuing Lender in accordance with their respective Five Year Facility Commitment Percentages. (c) In addition to the L/C Fees, the each Borrower agrees to pay to the relevant Issuing Lender that has issued a Letter of Credit at the request of the such Borrower, for such Issuing Lender's own account without sharing by the other Lenders, (i) a such fronting fee of 0.125% per annum on and negotiation fees as may be mutually agreed upon by such Issuing Lender and the aggregate stated amount of such Letter of Credit for the stated duration thereof Company from time to time and (ii) customary charges of such Issuing Lender with respect to the issuance, amendment, transfer, administration, cancellation and conversion of, and drawings under, such Letters of Credit.

Fees and Other Charges. (a) The In the case of Standby Letters of Credit, the Borrower agrees will pay a fee, for each day on which there shall be any Standby Letters of Credit outstanding, on the aggregate drawable amount on such day of all outstanding Standby Letters of Credit at a per annum rate equal to the Applicable Margin then in effect with respect to LIBOR Loans payable on each L/C Fee Payment Date; in the case of Trade Letters of Credit, the Borrower will pay a fee equal to 0.25% (but not less than $250) of the drawable amount of such Trade Letter of Credit, such fee fully earned when due, and such fees in each case to be shared ratably among the Revolving Credit Lenders in accordance with their respective Revolving Credit Percentages. In addition, the Borrower shall pay to the Administrative Agentrelevant Issuing Lender for its own account, for the account of each Issuing Lender and the L/C Participants, a letter of credit fee (the "L/C FEE") with respect to each Letter day on which there shall be any Letters of Credit issued by such Issuing Lender in an outstanding, a fronting fee of 0.125% of the aggregate drawable amount equal on such day of all outstanding Letters of Credit issued by it at the percentage per annum rate agreed upon from time to time by the Applicable Percentage for Borrower and such Issuing Lender, payable on each L/C Fee TIMES the average daily undrawn amount of such issued Letters of Credit as reported by such Issuing Lender (or the Administrative Agent) pursuant to Section 3.2. Such fee shall be payable quarterly in arrears on the last Business Day of each calendar quarter, commencing on the first of such dates to occur after the Closing Date, and on the Five Year Facility Termination Payment Date. (b) The Administrative Agent shall, promptly following its receipt thereof, distribute to each Issuing Lender and the L/C Participants the L/C Fees received by the Administrative Agent in accordance with their respective Five Year Facility Commitment Percentages. (c) In addition to the L/C Feesforegoing fees, the Borrower agrees to shall pay to the relevant or reimburse each Issuing Lender that has issued a Letter of Credit at the request of the Borrower, for such Issuing Lender's own account without sharing normal and customary costs and expenses as are incurred or charged by the other Lenders, (i) a fronting fee of 0.125% per annum on the aggregate stated amount of such Letter of Credit for the stated duration thereof and (ii) customary charges of such Issuing Lender with respect to the issuancein issuing, amendmentnegotiating, transfer, administration, cancellation and conversion of, and drawings effecting payment under, such Letters amending or otherwise administering any Letter of Credit.

Fees and Other Charges. (a) The Borrower agrees to will pay a fee to the Administrative Agent, for the account ratable benefit of each Issuing Lender and the L/C ParticipantsRevolving Credit Lenders, a letter on the daily aggregate drawable amount of credit fee (the "L/C FEE") with respect to each Letter all outstanding Letters of Credit issued by such Issuing Lender in an amount at a per annum rate equal to the Applicable Percentage for L/C Fee TIMES Margin then in effect with respect to Eurodollar Loans under the average daily undrawn amount of such issued Letters Revolving Credit Facility ( the “Letter of Credit as reported by such Issuing Lender (or Fee”), shared ratably among the Administrative Agent) pursuant to Section 3.2. Such fee shall be Revolving Credit Lenders in accordance with their respective Revolving Credit Percentages and payable quarterly in arrears on each L/C Fee Payment Date after the last Business Day issuance date; provided, however, any fees otherwise payable for the account of each calendar quartera Defaulting Lender with respect to any Letter of Credit as to which such Defaulting Lender has not provided Cash Collateral satisfactory to the Issuing Lender pursuant to Section 3.1(c) shall be payable, commencing on to the first maximum extent permitted by applicable Law, to the other Lenders in accordance with the upward adjustments in their respective Applicable Percentages allocable to such Letter of Credit pursuant to Section 2.21(a)(iv), with the balance of such dates fee, if any, payable to occur after the Closing DateBorrower to the extent that the Borrower has provided Cash Collateral on account of such Defaulting Lender pursuant to Section 2.22(a) and otherwise to the Issuing Lender for its own account; provided further that any fee payable to a Defaulting Lender shall be subject to Section 2.21(a)(iii). In addition, and on except as otherwise agreed to between the Five Year Facility Termination Date. (b) The Administrative Agent shall, promptly following its receipt thereof, distribute to each relevant Issuing Lender and the L/C Participants the L/C Fees received by the Administrative Agent in accordance with their respective Five Year Facility Commitment Percentages. (c) In addition to the L/C FeesBorrower, the Borrower agrees to shall pay to the relevant Issuing Lender that has issued a Letter of Credit at the request of the Borrower, for such Issuing Lender's its own account without sharing by the other Lenders, (i) a fronting fee on the aggregate drawable amount of all outstanding Letters of Credit issued by it of 0.125% per annum annum, payable quarterly in arrears on each L/C Fee Payment Date after the aggregate stated amount issuance date. Notwithstanding anything to the contrary contained herein, while any of such Letter of Credit for the stated duration thereof events described in Section 8(f) shall have occurred and (ii) customary charges of such Issuing Lender be continuing with respect to the issuanceBorrower, amendmentthe Letter of Credit Fee shall accrue at a rate equal to the Applicable Margin plus 2% per annum. (a) In addition to the foregoing fees, transferthe Borrower shall pay or reimburse each Issuing Lender quarterly in arrears on each L/C Fee Payment Date for such reasonable, administrationnormal and customary costs and expenses as are incurred or charged by such Issuing Lender in issuing, cancellation and conversion of, and drawings effecting payment under, such Letters amending or otherwise administering any Letter of Credit.

Fees and Other Charges. (a) The Borrower agrees to will pay to the Administrative Agent, for the account of the Revolving Credit Lenders, a fee on the aggregate drawable amount of all outstanding Letters of Credit issued for such its account at a per annum rate equal to the Applicable Margin then in effect with respect to Eurodollar Loans under the Revolving Credit Facility, to be shared ratably among the Revolving Credit Lenders in accordance with their respective Revolving Credit Percentages and payable quarterly in arrears on each Issuing Lender and the L/C ParticipantsFee Payment Date after the issuance date. In addition, the Borrower shall pay to the relevant Issuing Lender for its own account a letter fronting fee on the aggregate drawable amount of credit fee (the "L/C FEE") with respect to each Letter all outstanding Letters of Credit issued by such Issuing Lender in an amount equal for the Borrower's account at a rate to be agreed upon by the Applicable Percentage for L/C Fee TIMES the average daily undrawn amount of such issued Letters of Credit as reported by Borrower and such Issuing Lender (or the Administrative Agent) pursuant to Section 3.2. Such fee shall be Lender, payable quarterly in arrears on each L/C Fee Payment Date after the last Business Day date of each calendar quarter, commencing on the first issuance of such dates to occur after the Closing Date, and on the Five Year Facility Termination DateLetter of Credit. (b) The Administrative Agent shall, promptly following its receipt thereof, distribute to each Issuing Lender and the L/C Participants the L/C Fees received by the Administrative Agent in accordance with their respective Five Year Facility Commitment Percentages. (c) In addition to the L/C Feesforegoing fees, the Borrower agrees to shall pay to the relevant or reimburse each Issuing Lender that has issued a Letter of Credit at the request of the Borrower, for such Issuing Lender's own account without sharing normal and customary costs and expenses as are incurred or charged by the other Lenders, (i) a fronting fee of 0.125% per annum on the aggregate stated amount of such Letter of Credit for the stated duration thereof and (ii) customary charges of such Issuing Lender with respect to the issuancein issuing, amendmentnegotiating, transfer, administration, cancellation and conversion of, and drawings effecting payment under, such Letters amending or otherwise administering any Letter of Credit.

Fees and Other Charges. (a) The Borrower agrees to will pay to the Administrative Agent, for the account of each Issuing Lender and the L/C Participants, a letter of credit fee (the "L/C FEE") with respect to each Letter on all outstanding Standby Letters of Credit issued by such Issuing Lender in an amount or Letters of Guarantee and Performance Letters of Credit or Letters of Guarantee at a per annum rate equal to the Applicable Percentage for L/C Fee TIMES Margin then in effect with respect to Eurodollar Loans under the average daily undrawn amount of such issued Letters of Credit as reported by such Issuing Lender (or Revolving Facility, shared ratably among the Administrative Agent) pursuant to Section 3.2. Such fee shall be Revolving Lenders and payable quarterly in arrears on the last Business Day of each calendar quarter, commencing on the first of such dates to occur L/C and L/G Fee Payment Date after the Closing Date, and on the Five Year Facility Termination Dateissuance date. (b) The Administrative Agent shallBorrower will pay a fee on all outstanding Performance Letters of Credit or Letters of Guarantee at a per annum rate equal to 50% of the Applicable Margin then in effect with respect to Eurodollar Loans under the Revolving Facility, promptly following its receipt thereof, distribute to shared ratably among the Revolving Lenders and payable quarterly in arrears on each Issuing Lender and the L/C Participants the and L/C Fees received by G Fee Payment Date after the Administrative Agent in accordance with their respective Five Year Facility Commitment Percentagesissuance date. (c) In addition to the L/C Feesaddition, the Borrower agrees to shall pay to the relevant Issuing Lender that has issued a Letter of Credit at the request of the Borrower, for such Issuing Lender's its own account without sharing by the other Lenders, (i) a fronting fee of 0.1251/4 of 1% per annum on the aggregate stated undrawn and unexpired amount of such each Letter of Credit for or each Letter of Guarantee, as the stated duration thereof case may be, payable quarterly in arrears on each L/C and L/G Fee Payment Date after the Issuance Date. (iid) customary charges of such In addition to the foregoing fees, the Borrower shall pay or reimburse the Issuing Lender with respect to for such normal and customary costs and expenses as are incurred or charged by the issuanceIssuing Lender in issuing, amendmentnegotiating, transfer, administration, cancellation and conversion of, and drawings effecting payment under, such Letters amending or otherwise administering any Letter of CreditCredit or any Letter of Guarantee, as the case may be.

Fees and Other Charges. (a) The Borrower agrees will pay a fee (i) on the undrawn and unexpired amount of all outstanding Performance Letters of Credit and import (documentary) Letters of Credit at a per annum rate equal to 75% of the Applicable Percentage then in effect with respect to Eurodollar Loans (other than Eurodollar Competitive Loans) and (ii) on the undrawn and unexpired amount of all other outstanding Letters of Credit at a per annum rate equal to the Applicable Percentage then in effect for with respect to Eurodollar Loans (other than Eurodollar Competitive Loans), in each case, shared ratably among the Lenders and payable quarterly in arrears on each L/C Fee Payment Date after the issuance date in the case of Letters of Credit issued on or after the Closing Date, or after the Closing Date, in the case of Letters of Credit referred to in Section 3.09. In addition, the Borrower shall pay to the Administrative Agent, for the account of each Issuing Lender for its own account a fronting fee at the rate per annum set forth in the applicable Fee Letters or as separately agreed to between the Borrower and the L/C Participants, a letter relevant Issuing Lender on the undrawn and unexpired amount of credit fee (the "L/C FEE") with respect to each Letter of Credit issued by such Issuing Lender in an amount equal to the Applicable Percentage for L/C Fee TIMES the average daily undrawn amount of such issued Letters of Credit as reported by such Issuing Lender (or the Administrative Agent) pursuant to Section 3.2. Such fee shall be Lender, payable quarterly in arrears on each L/C Fee Payment Date after the last Business Day issuance date in the case of each calendar quarterLetters of Credit issued on or after the Closing, commencing on the first of such dates to occur or after the Closing Date, and on in the Five Year Facility Termination Datecase of Letters of Credit referred to in Section 3.09. (b) The Administrative Agent shall, promptly following its receipt thereof, distribute to each Issuing Lender and the L/C Participants the L/C Fees received by the Administrative Agent in accordance with their respective Five Year Facility Commitment Percentages. (c) In addition to the L/C Feesforegoing fees, the Borrower agrees to shall pay to the relevant or reimburse each Issuing Lender that has issued a Letter of Credit at the request of the Borrower, for such Issuing Lender's own account without sharing normal and customary costs and expenses as are incurred or charged by the other Lenders, (i) a fronting fee of 0.125% per annum on the aggregate stated amount of such Letter of Credit for the stated duration thereof and (ii) customary charges of such Issuing Lender with respect to the issuancein issuing, amendmentnegotiating, transfer, administration, cancellation and conversion of, and drawings effecting payment under, such Letters amending or otherwise administering any Letter of Credit.

Fees and Other Charges. (a) The Borrower agrees Borrowers agree to pay pay, with respect to the Administrative Agent, each outstanding Letter of Credit issued for the account of each (or at the request of) a Borrower, (i) a fronting fee of 0.25% per annum on the drawable amount of such Letter of Credit to the Issuing Lender Lender, and (ii) a fee of 2.00% per annum on the drawable amount of such Letter of Credit to the Administrative Agent for the account of the L/C ParticipantsLenders, a letter of credit fee (the "L/C FEE") with respect to in each Letter of Credit issued by such Issuing Lender in an amount equal to the Applicable Percentage for L/C Fee TIMES the average daily undrawn amount of such issued Letters of Credit as reported by such Issuing Lender (or the Administrative Agent) pursuant to Section 3.2. Such fee shall be case payable quarterly in arrears on the last Business Day of March, June, September and December of each calendar quarter, commencing on the first of such dates to occur after the Closing Date, year and on the Five Year Facility Termination Date. Letter of Credit Maturity Date (b) The Administrative Agent shalleach, promptly following its receipt thereof, distribute to each Issuing Lender and the an “L/C Participants Fee Payment Date”) after the L/C Fees received by the Administrative Agent in accordance with their respective Five Year Facility Commitment Percentages. (c) In addition to the L/C Fees, the Borrower agrees to pay to the relevant Issuing Lender that has issued a Letter of Credit at the request of the Borrower, for such Issuing Lender's own account without sharing by the other Lenders, (i) a fronting fee of 0.125% per annum on the aggregate stated amount issuance date of such Letter of Credit for Credit, as well as the stated duration thereof Issuing Lender’s standard and (ii) customary charges of such Issuing Lender reasonable fees with respect to the issuance, amendment, transferrenewal or extension of any Letter of Credit issued for the account of (or at the request of) a Borrower or processing of drawings thereunder (the fees in this clause (ii), administrationcollectively, cancellation the “Issuing Lender Fees”). All Issuing Lender Fees shall be computed on the basis of the actual number of days elapsed in a year of 360 days. (b) In addition to the foregoing fees, the Borrowers shall pay or reimburse the Issuing Lender for such normal and conversion ofcustomary costs and expenses as are incurred or charged by the Issuing Lender in issuing, and drawings negotiating, effecting payment under, such Letters amending or otherwise administering any Letter of Credit. (c) Any letter of credit fees otherwise payable for the account of a Defaulting Lender with respect to any Letter of Credit as to which such Defaulting Lender has not provided Cash Collateral satisfactory to the Issuing Bank pursuant to Section 3.10 shall be payable, to the maximum extent permitted by applicable law, to the other L/C Lenders in accordance with the upward adjustments in their respective Revolving Percentages allocable to such Letter of Credit pursuant to Section 2.24(a)(iv), with the balance of such fee, if any, payable to the Issuing Lender for its own account.

Fees and Other Charges. (a) The Borrower agrees to shall pay to the Administrative Agent, for the account of each the Issuing Lender and the L/C Participants, a letter of credit fee (the "L/C FEE") with respect to each Letter of Credit issued by at a per annum rate, for each day during the period from and including the date of issuance of such Issuing Lender in an amount Letter of Credit to and including the first date thereafter on which such Letter of Credit shall expire or be cancelled or fully drawn, equal to the Applicable Percentage for L/C Fee TIMES Rate in effect on such day, calculated on the average daily basis of a 360-day year, of the aggregate amount available to be drawn under such Letter of Credit on such day. In addition, the Borrower shall pay to the Issuing Lender for its own account a fronting fee of 0.10% per annum on the undrawn and unexpired amount of such issued Letters each Letter of Credit as reported by such Issuing Lender (or the Administrative Agent) Credit. Letter of credit fees and fronting fees pursuant to Section 3.2. Such fee this paragraph shall be payable quarterly in arrears on the last Business Day of each calendar quarter, commencing on the first of such dates L/C Fee Payment Date to occur after while the Closing Date, relevant Letter of Credit is outstanding and on the Five Year Facility Termination Dateshall be nonrefundable. (b) In addition to the foregoing fees, 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. (c) The Administrative Agent shall, promptly following its receipt thereof, distribute to each the Issuing Lender and the L/C Participants the L/C Fees all fees received by the Administrative Agent in accordance with for their respective Five Year Facility Commitment Percentagesaccounts pursuant to this Section 3.3. (c) In addition to the L/C Fees, the Borrower agrees to pay to the relevant Issuing Lender that has issued a Letter of Credit at the request of the Borrower, for such Issuing Lender's own account without sharing by the other Lenders, (i) a fronting fee of 0.125% per annum on the aggregate stated amount of such Letter of Credit for the stated duration thereof and (ii) customary charges of such Issuing Lender with respect to the issuance, amendment, transfer, administration, cancellation and conversion of, and drawings under, such Letters of Credit.

Fees and Other Charges. (a) The Borrower agrees to will pay a fee on the aggregate drawable amount of all outstanding Letters of Credit at a per annum rate equal to the Administrative AgentApplicable Margin then in effect with respect to Eurodollar Loans, for shared ratably among the account Lenders in accordance with their respective Percentages and payable quarterly in arrears on each Fee Payment Date after the issuance date, provided that any Defaulting Lender shall not be entitled to receive any portion of each such fee and the calculation of such fee shall exclude the amount that such Defaulting Lender is obligated to fund under Section 3.4(a) from and after the date such amount is secured by Cash Collateral in accordance with Section 3.13. On and after the occurrence of an Event of Default, until the time when such Event of Default shall have been cured or waived in writing by the Required Lenders or all the Lenders (as required by this Agreement), the foregoing fee shall be increased by two percent (2.00%) payable on demand. (b) The Borrower shall pay directly to the Issuing Lender and the L/C Participants, for its own account a letter of credit fronting fee (the "L/C FEE") in an amount with respect to each Letter of Credit issued by such Issuing Lender in an amount equal to the Applicable Percentage for L/C Fee TIMES the average daily undrawn amount of such issued Letters of Credit as reported by such Issuing Lender (or the Administrative Agent) pursuant to Section 3.2. Such fee shall be payable quarterly in arrears on the last Business Day of each calendar quarter, commencing on the first of such dates to occur after the Closing Date, and on the Five Year Facility Termination Date. (b) The Administrative Agent shall, promptly following its receipt thereof, distribute to each Issuing Lender and the L/C Participants the L/C Fees received by the Administrative Agent in accordance with their respective Five Year Facility Commitment Percentages. (c) In addition to the L/C Fees, the Borrower agrees to pay to the relevant Issuing Lender that has issued a Letter of Credit at the request of the Borrower, for such Issuing Lender's own account without sharing by the other Lenders, (i) a fronting fee of 0.1250.10% per annum on of the aggregate stated amount of such Letter of Credit for or such other fee as may be agreed upon as between the stated duration thereof Borrower and (ii) customary charges the Issuing Lender, due and payable quarterly in arrears on each Fee Payment Date after the issuance date; provided, that in the case of an increase in the amount of a Letter of Credit after the issuance thereof, such fronting fee shall be payable only on the increased amount thereof. In addition to the foregoing fees, the Borrower shall pay or reimburse the Issuing Lender with respect to for such normal and customary costs and expenses as are incurred or charged by the issuanceIssuing Lender in issuing, amendmentnegotiating, transfer, administration, cancellation and conversion of, and drawings effecting payment under, such Letters amending, renewing or otherwise administering any Letter of Credit.

Fees and Other Charges. (a) The TheDuring the period from and including the Closing Date to but excluding the later of the Revolving Termination Date and the date following the Revolving Termination Date on which there are no L/C Obligations outstanding (or all of the L/C Obligations have been and continue to be Cash Collateralized), the Borrower agrees to will pay to a feeto the Administrative Agent, for the ratable account of each Lender, a participation fee in Dollars with respect to its participations on all outstanding Letters of Credit at a per annum rate equal to the Applicable Margin then in effect with respect to Term SOFR Loans, shared ratably among the Lenders andwhich shall accrue on the Dollar Equivalent of the daily maximum stated amount then available to be drawn thereunder, payable quarterly in arrears on each Fee Payment Date; provided that participation fees (if any) accruing after the issuanceRevolving Termination dDate. shall be payable on demand. (b) In addition, the Borrower shall pay to each Issuing Lender and the L/C Participants, for its own account a letter of credit fronting fee (the "L/C FEE") to be agreedin Dollars with respect to each Letter of Credit issued by such Issuing Lender, which shall accrue the rate or rates per annum separately between the Borrower and such Issuing Lender in an inon the Dollar Equivalent of the daily maximum stated amount equal then available to be drawn under such Letter of Credit, during the Applicable Percentage for period from and including the Closing Date to but excluding the later of the date of termination of the Revolving Commitments and the date on which there ceases to be any L/C Fee TIMES the average daily undrawn amount of such issued Obligations with respect ofto Letters of Credit as reported issued by such Issuing Lender (or the Administrative Agent) pursuant to Section 3.2. Such fee shall be payable quarterly in arrears on the last Business Day of each calendar quarter, commencing on the first of such dates to occur after the Closing Date, and on the Five Year Facility Termination DateLender. (b) The Administrative Agent shall, promptly following its receipt thereof, distribute to each Issuing Lender and the L/C Participants the L/C Fees received by the Administrative Agent in accordance with their respective Five Year Facility Commitment Percentages. (c) In addition to the L/C Fees, the Borrower agrees to pay to the relevant Issuing Lender that has issued a Letter of Credit at the request of the Borrower, for such Issuing Lender's own account without sharing by the other Lenders, (i) a fronting fee of 0.125% per annum on the aggregate stated amount of such Letter of Credit for the stated duration thereof and (ii) customary charges of such Issuing Lender with respect to the issuance, amendment, transfer, administration, cancellation and conversion of, and drawings under, such Letters of Credit.

Fees and Other Charges. (a) The Borrower agrees will pay a fee, for ---------------------- each day on which there shall be any Letters of Credit outstanding, on the aggregate drawable amount on such day of all outstanding Letters of Credit at a per annum rate equal to (i) in the case of Standby Letters of Credit, the Applicable Margin then in effect with respect to LIBOR Loans under the Revolving Credit Facility and (ii) in the case of Trade Letters of Credit, 50% of the Applicable Margin then in effect with respect to LIBOR Loans under the Revolving Credit Facility, such fee in each case to be shared ratably among the Revolving Credit Lenders in accordance with their respective Revolving Credit Percentages and payable quarterly in arrears on each L/C Fee Payment Date. In addition, the Borrower shall pay to the Administrative Agentrelevant Issuing Lender for its own account, for the account of each Issuing Lender and the L/C Participants, a letter of credit fee (the "L/C FEE") with respect to each Letter day on which there shall be any Letters of Credit issued by such Issuing Lender in an outstanding, a fronting fee on the aggregate drawable amount equal to the Applicable Percentage for L/C Fee TIMES the average daily undrawn amount on such day of such issued all outstanding Letters of Credit as reported issued by it at the percentage per annum rate agreed upon from time to time by the Borrower and such Issuing Lender (or the Administrative Agent) pursuant to Section 3.2. Such fee shall be Lender, payable quarterly in arrears on the last Business Day of each calendar quarter, commencing on the first of such dates to occur after the Closing Date, and on the Five Year Facility Termination L/C Fee Payment Date. (b) The Administrative Agent shall, promptly following its receipt thereof, distribute to each Issuing Lender and the L/C Participants the L/C Fees received by the Administrative Agent in accordance with their respective Five Year Facility Commitment Percentages. (c) In addition to the L/C Feesforegoing fees, the Borrower agrees to shall pay to the relevant or reimburse each Issuing Lender that has issued a Letter of Credit at the request of the Borrower, for such Issuing Lender's own account without sharing normal and customary costs and expenses as are incurred or charged by the other Lenders, (i) a fronting fee of 0.125% per annum on the aggregate stated amount of such Letter of Credit for the stated duration thereof and (ii) customary charges of such Issuing Lender with respect to the issuancein issuing, amendmentnegotiating, transfer, administration, cancellation and conversion of, and drawings effecting payment under, such Letters amending or otherwise administering any Letter of Credit.

Fees and Other Charges. (a) The Borrower agrees to pay pay, with respect to the Administrative Agent, each Existing Letter of Credit and each outstanding Letter of Credit issued for the account of each Issuing Lender and the L/C Participants, a letter of credit fee (the "L/C FEE") with respect to each Letter of Credit issued by such Issuing Lender in an amount equal to the Applicable Percentage for L/C Fee TIMES the average daily undrawn amount of such issued Letters of Credit as reported by such Issuing Lender (or the Administrative Agent) pursuant to Section 3.2. Such fee shall be payable quarterly in arrears on the last Business Day of each calendar quarter, commencing on the first of such dates to occur after the Closing Date, and on the Five Year Facility Termination Date. (b) The Administrative Agent shall, promptly following its receipt thereof, distribute to each Issuing Lender and the L/C Participants the L/C Fees received by the Administrative Agent in accordance with their respective Five Year Facility Commitment Percentages. (c) In addition to the L/C Fees, the Borrower agrees to pay to the relevant Issuing Lender that has issued a Letter of Credit at the request of of) the Borrower, for such Issuing Lender's own account without sharing by the other Lenders, (i) a fronting fee of 0.125% per annum on the aggregate stated daily amount of available to be drawn under each such Letter of Credit to the Issuing Lender for the stated duration thereof and its own account (a “Letter of Credit Fronting Fee”), (ii) customary charges a letter of credit fee at the rate per annum of 2.5% (which fee shall, during the continuance of an Event of Default, upon the request of the Required Lenders, be increased by 5.00% per annum; provided that such increase shall apply automatically and without any required consent therefor upon the occurrence of any Event of Default arising under Section 8.1(a) or (f)) multiplied by the daily amount available to be drawn under each such Letter of Credit to the Administrative Agent for the ratable account of the L/C Lenders (determined in accordance with their respective L/C Percentages) (a “Letter of Credit Fee”), (iii) the Issuing Lender Lender’s standard and reasonable fees with respect to the issuance, amendment, transferrenewal or extension of any Letter of Credit issued for the account of (or at the request of) the Borrower or processing of drawings thereunder (the fees in this clause (iii), administrationcollectively, cancellation the “Issuing Lender Fees”) and conversion of(iv) interest on the drawn amount of any Letter of Credit that has not been reimbursed in full or converted to a Revolving Loan pursuant to Section 3.5(b) at a per annum rate of the Prime Rate plus the Applicable Margin. The Issuing Lender Fees shall be paid when required by the Issuing Lender, and drawings the Letter of Credit Fronting Fee and the Letter of Credit Fee shall be payable quarterly in arrears on the last Business Day of March, June, September and December of each year and on the Letter of Credit Maturity Date. All Letter of Credit Fronting Fees and Letter of Credit Fees shall be computed on the basis of the actual number of days elapsed in a year of 360 days. (b) In addition to the foregoing fees, 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, negotiating, effecting payment under, such Letters amending or otherwise administering any Letter of Credit. (c) The Borrower shall furnish to the Issuing Lender and the Administrative Agent such other documents and information pertaining to any requested Letter of Credit issuance, amendment or renewal, including any L/C-Related Documents, as the Issuing Lender or the Administrative Agent may require. This Agreement shall control in the event of any conflict with any L/C-Related Document (other than any Letter of Credit). (d) Any Letter of Credit Fees otherwise payable for the account of a Defaulting Lender with respect to any Letter of Credit as to which such Defaulting Lender has not provided Cash Collateral satisfactory to the Issuing Lender pursuant to Section 3.10 shall be payable, to the maximum extent permitted by applicable law, to the other L/C Lenders in accordance with the upward adjustments in their respective L/C Percentages allocable to such Letter of Credit pursuant to Section 2.24(a)(iv), with the balance of such Letter of Credit Fees, if any, payable to the Issuing Lender for its own account. (e) All fees payable pursuant to this Section 3.3 shall be fully-earned on the date paid and shall not be refundable for any reason.

Fees and Other Charges. (a) The Borrower agrees to will pay to the Administrative Agent, for the account of each Issuing Lender and the L/C Participants, a letter of credit fee (the "L/C FEE") with respect to each Letter on all ---------------------- outstanding standby Letters of Credit issued by such Issuing Lender in an amount at a per annum rate equal to the Applicable Percentage for L/C Fee TIMES the average daily undrawn amount of such issued Letters of Credit as reported by such Issuing Lender (or the Administrative Agent) pursuant to Section 3.2Margin then in effect. Such fee shall be payable quarterly to the relevant Issuing Lender semi-annually in arrears advance on the last Business Day issuance date and each date that is six months (or a whole multiple thereof) after the issuance date, and shall be shared ratably among the Revolving Lenders. In addition, the Borrower will pay to the relevant Issuing Lender, for its own account, a fronting fee of 1/8 of 1% per annum on the face amount of each calendar quarterstandby Letter of Credit, commencing payable semi-annually in advance on the first of such dates to occur issuance date and each date that is six months (or a whole multiple thereof) after the Closing Dateissuance date. (a) The Borrower will pay a fee on all drawings on outstanding commercial Letters of Credit at the Commercial L/C Commission Rate then in effect. Such fee shall be payable to the relevant Issuing Lender on the date of the drawing thereof, and on shall be shared ratably among the Five Year Facility Termination DateRevolving Lenders. (b) The Administrative Agent shallIn addition to the foregoing fees, promptly following its receipt thereof, distribute to each the Borrower shall pay or reimburse the relevant Issuing Lender for such normal and the L/C Participants the L/C Fees received customary costs and expenses as are incurred or charged by the Administrative Agent such Issuing Lender in accordance with their respective Five Year Facility Commitment Percentagesissuing, negotiating, effecting payment under, amending or otherwise administering any Letter of Credit. (c) In addition to the L/C Fees, Fees paid by the Borrower agrees pursuant to pay this Section 3.3 for the ratable benefit of the Revolving Lenders shall be distributed to such Lenders by the relevant Issuing Lender that has issued a Letter of Credit at (through the request of the Borrower, for such Issuing Lender's own account without sharing Administrative Agent) on each L/C Fee Distribution Date. Fees paid by the other Lenders, (i) a fronting fee of 0.125% per annum on the aggregate stated amount of such Letter of Credit for the stated duration thereof and (ii) customary charges of such Issuing Lender with respect Borrower pursuant to the issuance, amendment, transfer, administration, cancellation and conversion of, and drawings under, such Letters of Creditthis Section 3.3 shall be nonrefundable.

Fees and Other Charges. The Borrowers will pay a fee on the face amount of all outstanding Letters of Credit (aprovided, however, that with respect to any Letter of Credit that, by its terms provides for one or more automatic increases in the amount thereof, the amount of such Letter of Credit shall be deemed to be the maximum amount of such Letter of Credit after giving effect to all such increases, whether or not such maximum amount is in effect at such time) The Borrower agrees at a per annum rate equal to (i) in the case of each Standby L/C and Banker’s Acceptance, (A) with respect to the 2015 Non-Extending Lenders (to be shared ratably amongst them), the Applicable Margin then in effect with respect to Eurodollar Rate Advances and (B) with respect to 2015 Extending Lenders (to be shared ratably amongst them), the Extended Term Applicable Margin then in effect with respect to Eurodollar Rate Advances and (ii) in the case of each Commercial L/C, (A) with respect to the 2015 Non-Extending Lenders, 50% of the Applicable Margin then in effect with respect to Eurodollar Rate Advances and (B) with respect to 2015 Extending Lenders, 50% of the Extended Term Applicable Margin then in effect with respect to Eurodollar Rate Advances, in each case payable quarterly in arrears the 5th day subsequent to the last day of each April, July, October and January after the issuance date. In addition, the Borrowers shall pay to the Administrative Agent, Issuing Lender for its own account a fronting fee in an amount to be agreed upon by the account of each applicable Issuing Lender and the L/C Participants, a letter Borrowers (but in no event to exceed 0.125% per annum) on the undrawn and unexpired amount of credit fee (the "L/C FEE") with respect to each Letter of Credit issued by such Issuing Lender in an amount equal to the Applicable Percentage for L/C Fee TIMES the average daily undrawn amount of such issued Letters of Credit as reported by such Issuing Lender (or the Administrative Agent) pursuant to Section 3.2. Such fee shall be Credit, payable quarterly in arrears on the 5th day subsequent to the last Business Day day of each calendar quarterApril, commencing on the first of such dates to occur July, October and January after the Closing Date, and on the Five Year Facility Termination Dateissuance date. (b) The Administrative Agent shall, promptly following its receipt thereof, distribute to each Issuing Lender and the L/C Participants the L/C Fees received by the Administrative Agent in accordance with their respective Five Year Facility Commitment Percentages. (c) In addition to the L/C Fees, the Borrower agrees to pay to the relevant Issuing Lender that has issued a Letter of Credit at the request of the Borrower, for such Issuing Lender's own account without sharing by the other Lenders, (i) a fronting fee of 0.125% per annum on the aggregate stated amount of such Letter of Credit for the stated duration thereof and (ii) customary charges of such Issuing Lender with respect to the issuance, amendment, transfer, administration, cancellation and conversion of, and drawings under, such Letters of Credit.

Fees and Other Charges. (a) The Borrower agrees to pay to the Administrative AgentIssuing Lender for the ratable benefit of each L/C Lender, with respect to each outstanding Letter of Credit issued for the account of each Issuing Lender and the L/C Participants, a letter of credit fee (the "L/C FEE") with respect to each Letter of Credit issued by such Issuing Lender in an amount equal to the Applicable Percentage for L/C Fee TIMES the average daily undrawn amount of such issued Letters of Credit as reported by such Issuing Lender (or the Administrative Agent) pursuant to Section 3.2. Such fee shall be payable quarterly in arrears on the last Business Day of each calendar quarter, commencing on the first of such dates to occur after the Closing Date, and on the Five Year Facility Termination Date. (b) The Administrative Agent shall, promptly following its receipt thereof, distribute to each Issuing Lender and the L/C Participants the L/C Fees received by the Administrative Agent in accordance with their respective Five Year Facility Commitment Percentages. (c) In addition to the L/C Fees, the Borrower agrees to pay to the relevant Issuing Lender that has issued a Letter of Credit at the request of of) the Borrower, for such Issuing Lender's own account without sharing by the other Lenders, (i) Borrower a fronting fee of 0.1251.00% per annum on the aggregate stated drawable amount of such Letter of Credit for Credit, payable in advance on the stated duration thereof and (ii) customary charges issuance date of such Letter of Credit and each anniversary thereof, and on the Letter of Credit Maturity Date (each, an “L/C Fee Payment Date”); as well as, to the Issuing Lender only, the Issuing Lender’s standard and reasonable fees with respect to the issuance, amendment, transferrenewal or extension of any Letter of Credit issued for the account of (or at the request of) the Borrower or processing of drawings thereunder (the fees in this clause (a), administrationcollectively, cancellation the “Issuing Lender Fees”). All Issuing Lender Fees shall be computed on the basis of the actual number of days elapsed in a year of 360 days. (b) In addition to the foregoing fees, the Borrower shall pay or reimburse the Issuing Lender for such normal and conversion ofcustomary costs and expenses as are incurred or charged by the Issuing Lender in issuing, and drawings negotiating, effecting payment under, such Letters amending or otherwise administering any Letter of Credit.

Fees and Other Charges. (a) 3.3.1 The Borrower agrees to pay to the Administrative Agent, for the account of each Issuing Lender and the L/C Participants, a letter of credit fee (the "L/C FEEFee") with respect to each Letter of Credit issued by such Issuing Lender in an amount equal determined as follows: (a) as to the Applicable Percentage for L/C Fee TIMES Performance Letters of Credit, the average daily undrawn amount of such issued Letters of Credit as reported by such Issuing Lender (or the Administrative Agent) pursuant to Section 3.23.2 times 50% of the Applicable Percentage for Offshore Rate Loans then in effect as to the Three Year Facility; and (b) as to Financial Letters of Credit, the average daily undrawn amount of such issued Letters of Credit as reported by such Issuing Lender (or the Administrative Agent) pursuant to Section 3.2 times the Applicable Percentage for Offshore Rate Loans then in effect as to the Three Year Facility. Such fee The L/C Fee shall be payable quarterly in arrears on the last Business Day of each calendar quarter, commencing on the first of such dates to occur after the Closing Date, and on the Five Three Year Facility Termination Date. (b) 3.3.2 The Administrative Agent shall, promptly following its receipt thereof, distribute to each Issuing Lender and the L/C Participants the L/C Fees received by the Administrative Agent in accordance with their respective Five Three Year Facility Commitment Percentages. (c) 3.3.3 In addition to the L/C FeesFee, the Borrower agrees to pay to the relevant Issuing Lender that has issued a Letter of Credit at the request of the Borrower, for such Issuing Lender's own account without sharing by the other Lenders, (i) a fronting fee of 0.125% per annum based on the aggregate stated amount of such Letter of Credit for the stated duration thereof thereof, and (ii) customary charges of such Issuing Lender with respect to the issuance, amendment, transfer, administration, cancellation and conversion of, and drawings under, such Letters of Credit.

Fees and Other Charges. (a) The Borrower agrees to pay pay, with respect to the Administrative Agent, each Existing Letter of Credit and each outstanding Letter of Credit issued for the account of each Issuing Lender and the L/C Participants, a letter of credit fee (the "L/C FEE") with respect to each Letter of Credit issued by such Issuing Lender in an amount equal to the Applicable Percentage for L/C Fee TIMES the average daily undrawn amount of such issued Letters of Credit as reported by such Issuing Lender (or the Administrative Agent) pursuant to Section 3.2. Such fee shall be payable quarterly in arrears on the last Business Day of each calendar quarter, commencing on the first of such dates to occur after the Closing Date, and on the Five Year Facility Termination Date. (b) The Administrative Agent shall, promptly following its receipt thereof, distribute to each Issuing Lender and the L/C Participants the L/C Fees received by the Administrative Agent in accordance with their respective Five Year Facility Commitment Percentages. (c) In addition to the L/C Fees, the Borrower agrees to pay to the relevant Issuing Lender that has issued a Letter of Credit at the request of of) the Borrower, for such Issuing Lender's own account without sharing by the other Lenders, (i) a fronting fee of 0.125% per annum on the aggregate stated daily amount available to be drawn under each such Letter of (b) In addition to the foregoing fees, 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, negotiating, effecting payment under, amending or otherwise administering any Letter of Credit. (c) The Borrower shall furnish to the Issuing Lender and the Administrative Agent such other documents and information pertaining to any requested Letter of Credit issuance, amendment or renewal, including any L/C-Related Documents, as the Issuing Lender or the Administrative Agent may require. This Agreement shall control in the event of any conflict with any L/C-Related Document (other than any Letter of Credit). (d) Any Letter of Credit Fees otherwise payable for the account of a Defaulting Lender with respect to any Letter of Credit as to which such Defaulting Lender has not provided Cash Collateral satisfactory to the Issuing Lender pursuant to Section 3.10 shall be payable, to the maximum extent permitted by applicable law, to the other L/C Lenders in accordance with the upward adjustments in their respective L/C Percentages allocable to such Letter of Credit for pursuant to Section 2.24(a)(iv), with the stated duration thereof and (ii) customary charges balance of such fee, if any, payable to the Issuing Lender with respect to for its own account. (e) All fees payable under this Section 3.3 shall be fully earned on the issuance, amendment, transfer, administration, cancellation date paid and conversion of, and drawings under, such Letters of Creditnonrefundable.

Fees and Other Charges. (a) The Borrower agrees to will pay a fee on the aggregate drawable amount of all outstanding Letters of Credit at a per annum rate equal to the Administrative AgentApplicable Margin then in effect with respect to SOFR Loans, for shared ratably among the account Revolving Loan Lenders in accordance with their respective Percentages and payable quarterly in arrears on each Fee Payment Date after the issuance date, provided that any Defaulting Lender shall not be entitled to receive any portion of each such fee and the calculation of such fee shall exclude the amount that such Defaulting Lender is obligated to fund under Section 3.4(a) from and after the date such amount is secured by Cash Collateral in accordance with Section 3.13. On and after the occurrence of an Event of Default, until the time when such Event of Default shall have been cured or waived in writing by the Required Lenders or all the Revolving Loan Lenders (as required by this Agreement), the foregoing fee shall be increased by two percent (2.00%) payable on demand. (b) The Borrower shall pay directly to the Issuing Lender and the L/C Participants, for its own account a letter of credit fronting fee (the "L/C FEE") in an amount with respect to each Letter of Credit issued by such Issuing Lender in an amount equal to the Applicable Percentage for L/C Fee TIMES the average daily undrawn amount of such issued Letters of Credit as reported by such Issuing Lender (or the Administrative Agent) pursuant to Section 3.2. Such fee shall be payable quarterly in arrears on the last Business Day of each calendar quarter, commencing on the first of such dates to occur after the Closing Date, and on the Five Year Facility Termination Date. (b) The Administrative Agent shall, promptly following its receipt thereof, distribute to each Issuing Lender and the L/C Participants the L/C Fees received by the Administrative Agent in accordance with their respective Five Year Facility Commitment Percentages. (c) In addition to the L/C Fees, the Borrower agrees to pay to the relevant Issuing Lender that has issued a Letter of Credit at the request of the Borrower, for such Issuing Lender's own account without sharing by the other Lenders, (i) a fronting fee of 0.1250.10% per annum on of the aggregate stated amount of such Letter of Credit for or such other fee as may be agreed upon as between the stated duration thereof Borrower and (ii) customary charges the Issuing Lender, due and payable quarterly in arrears on each Fee Payment Date after the issuance date; provided, that in the case of an increase in the amount of a Letter of Credit after the issuance thereof, such fronting fee shall be payable only on the increased amount thereof. In addition to the foregoing fees, the Borrower shall pay or reimburse the Issuing Lender with respect to for such normal and customary costs and expenses as are incurred or charged by the issuanceIssuing Lender in issuing, amendmentnegotiating, transfer, administration, cancellation and conversion of, and drawings effecting payment under, such Letters amending, renewing or otherwise administering any Letter of Credit.

Fees and Other Charges. (a) The Borrower agrees to will pay to a fee on the Administrative Agent, for the account aggregate daily average drawable amount of each Issuing Lender and the L/C Participants, a letter of credit fee (the "L/C FEE") with respect to each Letter all outstanding Letters of Credit issued by such Issuing Lender in an amount for the Borrower’s account at a per annum rate equal to the Applicable Percentage for L/Margin then in effect with respect to EurocurrencySOFR Loans under the Series C Fee TIMES Replacement Revolving Credit FacilityCommitments, shared ratably among the average daily undrawn amount of such issued Letters of Revolving Credit as reported by such Issuing Lender (or the Administrative Agent) pursuant to Section 3.2. Such fee shall be Lenders in accordance with their respective Revolving Credit Percentages and payable quarterly in arrears on the last Business Day of each calendar quarter, commencing on the first of such dates to occur after the Closing Date, and on the Five Year Facility Termination Date. (b) The Administrative Agent shall, promptly following its receipt thereof, distribute to each Issuing Lender and the L/C Participants Fee Payment Date after the L/C Fees received by the Administrative Agent in accordance with their respective Five Year Facility Commitment Percentages. issuance date of any such Letter of Credit (c) In addition subject to the L/C FeesBorrower’s payment of increased fees payable to Revolving Credit Lenders under any Incremental Revolving Facility, any Replacement Revolving Facility or under any Extended Revolving Credit Facility to the extent otherwise permitted hereunder). In addition, the Borrower agrees to shall pay to the relevant Issuing Lender that has for its own account a fronting fee on the aggregate daily average drawable amount of all outstanding Letters of Credit issued a for the Borrower’s account by such Issuing Lender of an amount to be agreed upon by the Borrower and the relevant Issuing Lender (but in no event greater than 0.25% per annum), payable on such terms as are agreed to by the Borrower and the Issuing Lender. (b) In addition to the foregoing fees, the Borrower shall pay or reimburse each Issuing Lender for such normal and customary costs and expenses as are incurred or charged by such Issuing Lender in issuing, negotiating, effecting payment under, amending or otherwise administering any Letter of Credit at the request of issued for the Borrower, for such Issuing Lender's own account without sharing by the other Lenders, (i) a fronting fee of 0.125% per annum on the aggregate stated amount of such Letter of Credit for the stated duration thereof and (ii) customary charges of such Issuing Lender with respect to the issuance, amendment, transfer, administration, cancellation and conversion of, and drawings under, such Letters of Credit’s account.

Fees and Other Charges. (a) The Parent Borrower agrees to pay to the Administrative Agent, for the account of each Issuing Lender and the L/C ParticipantsRevolving A Lender, a letter of credit fee (the "“Revolving A L/C FEE"Fee”) in Dollars with respect to each Revolving A Letter of Credit issued by such any Issuing Lender in an amount equal to the Applicable Percentage for L/C Fee TIMES product of the Dollar Equivalent of the average daily undrawn amount of such issued Revolving A Letters of Credit as reported by such Issuing Lender and the Applicable Percentage for LIBOR Rate Loans then in effect. (or b) The Parent Borrower agrees to pay to the Administrative Agent, for the account of each Revolving B Lender, a letter of credit fee (the “Revolving ▇ ▇/C Fee”) pursuant in Dollars with respect to Section 3.2each Revolving B Letter of Credit issued by any Issuing Lender in an amount equal to the product of the Dollar Equivalent of the average daily undrawn amount of such issued Revolving B Letters of Credit and the Applicable Percentage for LIBOR Rate Loans then in effect. Such fee The L/C Fees shall be calculated and payable quarterly in arrears on the last Business Day of each calendar quarter, commencing on the first of such dates to occur after the Closing Date, and on the Five Year Facility Termination DateRevolving Credit Maturity Date and thereafter on demand. (bc) The Administrative Agent shall, promptly following its receipt thereof, distribute to each Issuing Lender and the Revolving A Lenders the Revolving A L/C Participants the L/C Fees Fee received by the Administrative Agent in accordance with their respective Five Year Facility Commitment PercentagesRevolving A Ratable Share. The Administrative Agent shall, promptly following its receipt thereof, distribute to the Revolving B Lenders the Revolving ▇ ▇/C Fee received by the Administrative Agent in accordance with their respective Revolving B Ratable Share. Notwithstanding the foregoing, any L/C Fee otherwise payable for the account of a Defaulting Lender with respect to any Letter of Credit as to which such Defaulting Lender has not provided cash collateral satisfactory to the each Issuing Lender pursuant to Section 4.11(a)(ii) shall be payable, to the maximum extent permitted by Applicable Law, to the other Revolving Credit Lenders in accordance with the upward adjustments in their respective Revolving A Ratable Share or Revolving B Ratable Share, as the case may be, allocable to such Letter of Credit pursuant to Section 4.11(a)(iv), with the balance of such fee, if any, payable to the applicable Issuing Lender for its own account. (cd) In addition to the L/C Fees, the Parent Borrower agrees to pay to the relevant any Issuing Lender that has issued a Letter of Credit at the request of the Parent Borrower, for such Issuing Lender's ’s own account without sharing by the other Lendersaccount, (i) a fronting fee of 0.125% in an amount per annum on (A) for Bank of America, as specified in the Fee Letter between the Parent Borrower and BAS (previously, MLPFS) and (B) for any other Issuing Lender, as agreed upon between the Parent Borrower and such Issuing Lender, multiplied by the Dollar Equivalent of the aggregate stated amount of such Letter of Credit for the stated duration thereof thereof, and (ii) customary charges of such Issuing Lender with respect to the issuance, amendment, transfer, administration, cancellation and conversion of, and drawings under, such Letters of Credit.

Fees and Other Charges. (a) The Borrower agrees Subject to Section 4.13(f), the Borrowers shall pay to the Administrative Agent, for the account of each the Issuing Lender and the L/C Participants, a letter of credit fee (the "L/C FEE") with respect to each Letter of Credit issued by such Issuing Lender in an amount equal to the Applicable Percentage for L/C Fee TIMES the average daily undrawn outstanding amount of such issued Letters Letter of Credit as reported during the calendar quarter for which such fee applies multiplied by such Issuing Lender the Applicable Margin with respect to LIBOR Rate Loans (or the Administrative Agent) pursuant to Section 3.2determined on a per annum basis). Such fee shall be payable quarterly in arrears on the last Business Day of each calendar quarter, commencing on the first Revolving Credit Termination Date and thereafter on demand of such dates to occur after the Closing Date, and on Administrative Agent with the Five Year Facility Termination Date. (b) consent or at the request of the Required Lenders. The Administrative Agent shall, promptly following its receipt thereof, distribute to each Issuing Lender and the L/C Participants the L/C Fees all fees received by the Administrative Agent pursuant to this Section 3.3(a) in accordance with their respective Five Year Facility Revolving Credit Commitment Percentages. (b) In addition to the foregoing letter of credit fee, the Borrowers shall pay directly to the Issuing Lender, a fronting fee with respect to each Letter of Credit as set forth in the applicable Fee Letter. Such fronting 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 Revolving Credit Termination Date, and thereafter on demand of the Administrative Agent at the request of the Issuing Lender. (c) In addition to the L/C Feesforegoing fees, the Borrower agrees to Borrowers shall pay to or reimburse the relevant Issuing Lender that has issued a Letter of Credit at the request of the Borrower, for such Issuing Lender's own account without sharing normal and customary costs and expenses as are incurred or charged by the other Lenders, (i) a fronting fee of 0.125% per annum on the aggregate stated amount of such Letter of Credit for the stated duration thereof and (ii) customary charges of such Issuing Lender with respect to the issuancein Issuing, amendment, transfer, administration, cancellation and conversion of, and drawings effecting payment under, such Letters amending or otherwise administering any Letter of Credit.

Fees and Other Charges. (a) The Parent Borrower agrees to pay to the Administrative Agent, for the account of each Issuing Lender and the L/C ParticipantsRevolving A Lender, a letter of credit fee (the "“Revolving A L/C FEE"Fee”) in Dollars with respect to each Revolving A Letter of Credit issued by such any Issuing Lender in an amount equal to the Applicable Percentage for L/C Fee TIMES product of the Dollar Equivalent of the average daily undrawn amount of such issued Revolving A Letters of Credit as reported by such Issuing Lender and the Applicable Percentage for LIBOR Rate Loans then in effect. (or b) The Parent Borrower agrees to pay to the Administrative Agent, for the account of each Revolving B Lender, a letter of credit fee (the “Revolving ▇ ▇/C Fee”) pursuant in Dollars with respect to Section 3.2each Revolving B Letter of Credit issued by any Issuing Lender in an amount equal to the product of the Dollar Equivalent of the average daily undrawn amount of such issued Revolving B Letters of Credit and the Applicable Percentage for LIBOR Rate Loans then in effect. Such fee The L/C Fees shall be calculated and payable quarterly in arrears on the last Business Day of each calendar quarter, commencing on the first of such dates to occur after the Closing Date, and on the Five Year Facility Termination DateRevolving Credit Maturity Date and thereafter on demand. (bc) The Administrative Agent shall, promptly following its receipt thereof, distribute to each Issuing Lender and the Revolving A Lenders the Revolving A L/C Participants the L/C Fees Fee received by the Administrative Agent in accordance with their respective Five Year Facility Commitment PercentagesRevolving A Ratable Share. The Administrative Agent shall, promptly following its receipt thereof, distribute to the Revolving B Lenders the Revolving ▇ ▇/C Fee received by the Administrative Agent in accordance with their respective Revolving B Ratable Share. Notwithstanding the foregoing, any L/C Fee otherwise payable for the account of a Defaulting Lender with respect to any Letter of Credit as to which such Defaulting Lender has not provided cash collateral satisfactory to the each Issuing Lender pursuant to Section 4.11(a)(ii) shall be payable, to the maximum extent permitted by Applicable Law, to the other Revolving Credit Lenders in accordance with the upward adjustments in their respective Revolving A Ratable Share or Revolving B Ratable Share, as the case may be, allocable to such Letter of Credit pursuant to Section 4.11(a)(iv), with the balance of such fee, if any, payable to the applicable Issuing Lender for its own account. (cd) In addition to the L/C Fees, the Parent Borrower agrees to pay to the relevant any Issuing Lender that has issued a Letter of Credit at the request of the Parent Borrower, for such Issuing Lender's ’s own account without sharing by the other Lendersaccount, (i) a fronting fee of 0.125% in an amount per annum on (A) for Bank of America, as specified in the Fee Letter between the Parent Borrower and MLPFS and (B) for any other Issuing Lender, as agreed upon between the Parent Borrower and such Issuing Lender, multiplied by the Dollar Equivalent of the aggregate stated amount of such Letter of Credit for the stated duration thereof thereof, and (ii) customary charges of such Issuing Lender with respect to the issuance, amendment, transfer, administration, cancellation and conversion of, and drawings under, such Letters of Credit.

Fees and Other Charges. (a) The Borrower agrees to will pay a fee on the aggregate drawable amount of all outstanding Letters of Credit at a per annum rate equal to the Administrative AgentApplicable Margin then in effect with respect to Eurodollar Loans, for shared ratably among the account Lenders in accordance with their respective Percentages and payable quarterly in arrears on each Fee Payment Date after the issuance date, provided that any Defaulting Lender shall not be entitled to receive any portion of each such fee and the calculation of such fee shall exclude the amount that such Defaulting Lender is obligated to fund under Section 3.4(a) from and after the date such amount is secured by Cash Collateral in accordance with Section 3.13. On and after the occurrence of an Event of Default, until the time when such Event of Default shall have been cured or waived in writing by the Required Lenders or all the Lenders (as required by this Agreement), the foregoing fee shall be increased by two percent (2.00%) payable on demand. (b) The Borrower shall pay directly to the Issuing Lender and the L/C Participants, for its own account a letter of credit fronting fee (the "L/C FEE") in an amount with respect to each Letter of Credit issued by such Issuing Lender in an amount equal to the Applicable Percentage for L/C Fee TIMES the average daily undrawn amount of such issued Letters of Credit as reported by such Issuing Lender (or the Administrative Agent) pursuant to Section 3.2. Such fee shall be payable quarterly in arrears on the last Business Day of each calendar quarter, commencing on the first of such dates to occur after the Closing Date, and on the Five Year Facility Termination Date. (b) The Administrative Agent shall, promptly following its receipt thereof, distribute to each Issuing Lender and the L/C Participants the L/C Fees received by the Administrative Agent in accordance with their respective Five Year Facility Commitment Percentages. (c) In addition to the L/C Fees, the Borrower agrees to pay to the relevant Issuing Lender that has issued a Letter of Credit at the request of the Borrower, for such Issuing Lender's own account without sharing by the other Lenders, (i) a fronting fee of 0.1250.10% per annum on of the aggregate stated amount of such Letter of Credit for or such other fee as may be agreed upon as between the stated duration thereof Borrower and (ii) customary charges the Issuing Bank, due and payable quarterly in arrears on each Fee Payment Date after the issuance date; provided, that in the case of an increase in the amount of a Letter of Credit after the issuance thereof, such fronting fee shall be payable only on the increased amount thereof. In addition to the foregoing fees, the Borrower shall pay or reimburse the Issuing Lender with respect to for such normal and customary costs and expenses as are incurred or charged by the issuanceIssuing Lender in issuing, amendmentnegotiating, transfer, administration, cancellation and conversion of, and drawings effecting payment under, such Letters amending, renewing or otherwise administering any Letter of Credit.

Fees and Other Charges. (a) The Borrower agrees will pay a fee on each outstanding Letter of Credit, (i) in respect of standby Letters of Credit, at a per annum rate equal to the Applicable Margin then in effect with respect to Eurodollar Loans under the Revolving Facility on the available amount of such standby Letters of Credit and (ii) in respect of commercial Letters of Credit, at a per annum rate equal to the Applicable Margin then in effect with respect to Eurodollar Loans under the Revolving Facility on the available amount of such commercial Letters of Credit, which fees, in each case, shall be shared ratably among the applicable Revolving Lenders and payable quarterly in arrears on each Fee Payment Date after the issuance date. In addition, the Borrower shall pay to the Administrative Agent, for the account of each Issuing Lender for its own account a fronting fee equal to the greater of (x) 0.125% and (y) $500 on the L/C Participants, a letter aggregate available amount of credit fee (the "L/C FEE") with respect to each Letter all outstanding Letters of Credit issued by it to such Borrower, payable quarterly in arrears on each Fee Payment Date after the issuance date. (b) In addition to the foregoing fees, the Borrower shall pay or reimburse each Issuing Lender for such customary fees and expenses as are incurred or charged by such Issuing Lender in an amount equal to the Applicable Percentage for L/C Fee TIMES the average daily undrawn amount of such issued Letters issuing, negotiating, effecting payment under, amending or otherwise administering any Letter of Credit as reported by such Issuing Lender (or the Administrative Agent) pursuant to Section 3.2. Such fee shall be payable quarterly in arrears on the last Business Day of each calendar quarter, commencing on the first of such dates to occur after the Closing Date, and on the Five Year Facility Termination Date. (b) The Administrative Agent shall, promptly following its receipt thereof, distribute to each Issuing Lender and the L/C Participants the L/C Fees received requested by the Administrative Agent in accordance with their respective Five Year Facility Commitment Percentages. Borrower (c) In addition which fees and expenses shall have been agreed to the L/C Fees, from time to time by the Borrower agrees to pay to and the relevant Issuing Lender that has issued a Letter of Credit at the request of the Borrower, for such Issuing Lender's own account without sharing by the other Lenders, (i) a fronting fee of 0.125% per annum on the aggregate stated amount of such Letter of Credit for the stated duration thereof and (ii) customary charges of such Issuing Lender with respect to the issuance, amendment, transfer, administration, cancellation and conversion of, and drawings under, such Letters of Credit).

Fees and Other Charges. (a) The Borrower agrees to pay to the Administrative Agent, for the account of each Issuing Lender and the L/C Participants, a letter of credit fee (the "L/C FEEFee") with respect to each Letter of Credit issued by such Issuing Lender in an amount equal to the Applicable Percentage for the L/C Fee TIMES times the average daily undrawn amount of such issued Letters of Credit as reported by such Issuing Lender (or the Administrative Agent) pursuant to Section 3.2. Such fee shall be payable quarterly in arrears on the last Business Day of each calendar quarter, commencing on the first of such dates to occur after the Closing DateJune 30, 2001, and on the Five Year Facility Termination Date. (b) The Administrative Agent shall, promptly following its receipt thereof, distribute to each Issuing Lender and the L/C Participants the L/C Fees received by the Administrative Agent in accordance with their respective Five Year Facility Commitment Percentages. (c) In addition to the L/C Fees, the Borrower agrees to pay to the relevant Issuing Lender that has issued a Letter of Credit at the request of the Borrower, for such Issuing Lender's own account without sharing by the other Lenders, (i) a fronting fee of 0.125% per annum on the aggregate stated amount of such Letter of Credit for Credit, due and payable quarterly in arrears on the stated duration thereof last Business Day of each calendar quarter, commencing on June 30, 2001, and on the Termination Date, and (ii) customary charges the normal issuance, presentation, amendment and other processing fees, and other standard costs and charges, of such the relevant Issuing Lender with respect relating to such Letter of Credit as from time to time in effect, due and payable on demand therefor by the issuance, amendment, transfer, administration, cancellation and conversion of, and drawings under, such Letters of Creditrelevant Issuing Lender.

Fees and Other Charges. (a) The Borrower agrees to shall pay to the Administrative Agent, for the account of each the Issuing Lender and the L/C Participants, a letter of credit fee (the "L/C FEE") with respect to each Letter of Credit issued by at a per annum rate, for each day during the period from the date of issuance of such Issuing Lender in an amount Letter of Credit to the first date thereafter on which such Letter of Credit shall expire or be cancelled or fully drawn (the "L/C Termination Date"), equal to the Applicable Percentage for L/C Fee TIMES Rate in effect on such day, calculated on the average daily basis of a 360-day year, of the aggregate amount available to be drawn under such Letter of Credit on such day. In addition, the Borrower shall pay to the Issuing Lender for its own account a fronting fee of 0.10% per annum on the undrawn and unexpired amount of such issued Letters each Letter of Credit as reported by such Issuing Lender (or the Administrative Agent) Credit. Letter of credit fees and fronting fees pursuant to Section 3.2. Such fee this paragraph shall be payable quarterly in arrears on the last Business Day of each calendar quarter, commencing on the first of such dates L/C Fee Payment Date to occur after while the Closing Date, relevant Letter of Credit is outstanding and on the Five Year Facility Termination Dateshall be nonrefundable. (b) In addition to the foregoing fees, 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. (c) The Administrative Agent shall, promptly following its receipt thereof, distribute to each the Issuing Lender and the L/C Participants the L/C Fees all fees received by the Administrative Agent in accordance with for their respective Five Year Facility Commitment Percentagesaccounts pursuant to this Section 3.3. (c) In addition to the L/C Fees, the Borrower agrees to pay to the relevant Issuing Lender that has issued a Letter of Credit at the request of the Borrower, for such Issuing Lender's own account without sharing by the other Lenders, (i) a fronting fee of 0.125% per annum on the aggregate stated amount of such Letter of Credit for the stated duration thereof and (ii) customary charges of such Issuing Lender with respect to the issuance, amendment, transfer, administration, cancellation and conversion of, and drawings under, such Letters of Credit.

Fees and Other Charges. (a) The Borrower agrees to will pay a fee on the aggregate drawable amount of all outstanding Letters of Credit in consideration of the L/C Participations noted in Section 3.4 below at a per annum rate equal to the Administrative AgentApplicable Margin then in effect with respect to Eurodollar Loans under the Revolving Credit Facility, shared ratably among the Revolving Credit Lenders in accordance with their respective Revolving Credit Percentages and payable quarterly in arrears on each L/C Fee Payment Date after the issuance date; provided, however, any such fee otherwise payable for the account of each Issuing a Defaulting Lender and with respect to any Letter of Credit as to which such Defaulting Lender has not provided cash collateral or other credit support arrangements satisfactory to the applicable L/C ParticipantsIssuer pursuant to Section 3.1(c) shall be payable, a letter to the maximum extent permitted by applicable law, to the other Revolving Lenders in accordance with the upward adjustments in their respective Revolving Credit Percentages allocable to such Letter of credit fee (Credit pursuant to Section 2.27(d), with the "balance of such fee, if any, payable to the applicable L/C FEE"Issuer for its own account. In addition, the Borrower shall pay to the relevant Issuing Lender for its own account a fronting fee (in an amount to be agreed to by the Borrower and such Issuing Lender) with respect to each Letter on the aggregate drawable amount of all outstanding Letters of Credit issued by such Issuing Lender in an amount equal to the Applicable Percentage for L/C Fee TIMES the average daily undrawn amount of such issued Letters of Credit as reported by such Issuing Lender (or the Administrative Agent) pursuant to Section 3.2. Such it, which fee shall be payable quarterly in arrears on the last Business Day day of each calendar quarterMarch, commencing on the first of such dates to occur after the Closing DateJune, September and December, and on the Five Year Facility Revolving Credit Termination Date. (b) The Administrative Agent shall, promptly following its receipt thereof, distribute to each Issuing Lender and the L/C Participants the L/C Fees received by the Administrative Agent in accordance with their respective Five Year Facility Commitment Percentages. (c) In addition to the L/C Feesforegoing fees, the Borrower agrees to shall pay to the relevant or reimburse each Issuing Lender that has issued a Letter of Credit at the request of the Borrower, for such Issuing Lender's own account without sharing normal and customary costs and expenses as are incurred or charged by the other Lenders, (i) a fronting fee of 0.125% per annum on the aggregate stated amount of such Letter of Credit for the stated duration thereof and (ii) customary charges of such Issuing Lender with respect to the issuancein issuing, amendmentnegotiating, transfer, administration, cancellation and conversion of, and drawings effecting payment under, such Letters amending or otherwise administering any Letter of Credit.

Fees and Other Charges. (a) The Borrower agrees to shall pay to the Administrative Agent, for the account of each the Issuing Lender and the L/C Participants, a letter of credit fee (the "L/C FEE") with respect to each Letter of Credit issued by at a per annum rate, for each day during the period from the date of issuance of such Issuing Lender in an amount Letter of Credit to the first date thereafter on which such Letter of Credit shall expire or be cancelled or fully drawn (the "L/C Termination Date"), equal to the Applicable Percentage for L/C Fee TIMES Rate in effect on such day, calculated on the average daily undrawn basis of a 360-day year, of the aggregate amount of available to be drawn under such issued Letters Letter of Credit as reported by on such Issuing Lender (or day. Subject to the Administrative Agent) pursuant to Section 3.2. Such provisions of the following sentence, such letter of credit fee shall be payable quarterly in arrears on each L/C Fee Payment Date to occur while the last Business Day relevant Letter of Credit is outstanding and shall be nonrefundable. A portion of each calendar quarteraforementioned letter of credit fee equal to 1/8th of 1% per annum shall be payable to the Issuing Lender, commencing on and the first remaining portion of such dates letter of credit fee shall be payable to occur after the Closing Date, Issuing Lender and on the Five Year Facility Termination DateL/C Participants to be shared ratably among them in accordance with their respective Commitment Percentages. (b) In addition to the foregoing fees, 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. (c) The Administrative Agent shall, promptly following its receipt thereof, distribute to each the Issuing Lender and the L/C Participants the L/C Fees all fees received by the Administrative Agent in accordance with for their respective Five Year Facility Commitment Percentagesaccounts pursuant to this Section 3.3. (c) In addition to the L/C Fees, the Borrower agrees to pay to the relevant Issuing Lender that has issued a Letter of Credit at the request of the Borrower, for such Issuing Lender's own account without sharing by the other Lenders, (i) a fronting fee of 0.125% per annum on the aggregate stated amount of such Letter of Credit for the stated duration thereof and (ii) customary charges of such Issuing Lender with respect to the issuance, amendment, transfer, administration, cancellation and conversion of, and drawings under, such Letters of Credit.

Fees and Other Charges. (a) The applicable Borrower agrees to will pay to the Administrative Agent, for the account of each Issuing Lender and the L/C ParticipantsLenders, a letter fee on the undrawn and unexpired face amount (calculated, in the case of credit any Letter of Credit denominated in Pounds Sterling, on the basis of the Exchange Rate in effect on the date payment of such fee (the "L/C FEE"is due) with respect to of each Letter of Credit issued by such Issuing Lender in an amount on its behalf at a per annum rate equal to (i) in the case of an Unsecured Letter of Credit, the Applicable Percentage for L/C Fee TIMES Margin then in effect with respect to Eurodollar Loans and (ii) in the average daily undrawn amount case of such issued Letters a Secured Letter of Credit as reported by such Issuing Lender (or the Administrative Agent) pursuant to Section 3.2Credit, 0.45%. Such fee fees shall be payable quarterly in arrears on the last Business Day of each calendar quarter, commencing on the first of such dates to occur Fee Payment Date after the Closing Date, and on issuance date. The Administrative Agent will promptly pay to the Five Year Facility Termination DateLenders their pro rata shares of any amounts received from the Borrowers in respect of any such fees. (b) The Administrative Agent shall, promptly following its receipt thereof, distribute applicable Borrower shall pay to each Issuing Lender for its own account a fronting fee at a rate per annum as agreed between such Borrower and such Issuing Lender on the L/C Participants undrawn and unexpired amount of each Fronted Letter of Credit issued on its behalf, payable quarterly in arrears on each Fee Payment Date after the L/C Fees received by the Administrative Agent in accordance with their respective Five Year Facility Commitment Percentagesissuance date. (c) In addition to the L/C Feesforegoing fees, the applicable Borrower agrees to shall pay to the relevant or reimburse (i) each Applicable Issuing Lender that has issued a Party for such normal and customary costs and expenses as are incurred or charged by such Applicable Issuing Party in issuing, negotiating, effecting payment under, amending or otherwise administering any Letter of Credit at the request of the Borrower, for such Issuing Lender's own account without sharing by the other Lenders, (i) a fronting fee of 0.125% per annum on the aggregate stated amount of such Letter of Credit for the stated duration thereof and (ii) each Lender for such normal and customary charges of costs and expenses as are incurred or charged by such Issuing Lender in connection with respect to the issuance, amendment, transfer, administration, cancellation and conversion of, and drawings under, such Letters any Several Letter of Credit.

Fees and Other Charges. (a) The applicable Borrower agrees to shall pay to the Administrative Agent, for the account of each the Issuing Lender and the L/C ParticipantsParticipants (in the case of a Tranche A Letter of Credit, having Tranche A Commitments, and, in the case of a Tranche B Letter of Credit, having Tranche B Commitments), a letter of credit fee (the "L/C FEE") with respect to each Letter of Credit issued by for its account at a per annum rate, for each day during the period from and including the date of issuance of such Issuing Lender in an amount Letter of Credit to and including the first date thereafter on which such Letter of Credit shall expire or be cancelled or fully drawn, equal to the Applicable Percentage for L/C Fee TIMES Rate in effect on such day, calculated on the average daily basis of a 360-day year, of the Dollar Equivalent of the aggregate amount available to be drawn under such Letter of Credit on such day. In addition, the applicable Borrower shall pay to the Issuing Lender for its own account a fronting fee of 0.125% per annum on the Dollar Equivalent of the undrawn and unexpired amount of such issued Letters each Letter of Credit as reported by such Issuing Lender (or the Administrative Agent) issued for its account. Letter of credit fees and fronting fees pursuant to Section 3.2. Such fee this paragraph shall be payable in Dollars quarterly in arrears on the last Business Day of each calendar quarter, commencing on the first of such dates L/C Fee Payment Date to occur after while the Closing Date, relevant Letter of Credit is outstanding and on the Five Year Facility Termination Dateshall be nonrefundable. (b) In addition to the foregoing fees, the applicable Borrower shall pay or reimburse the Issuing Lender in Dollars 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 issued for its account. (c) The Administrative Agent shall, promptly following its receipt thereof, distribute to each the Issuing Lender and the applicable L/C Participants the L/C Fees all fees received by the Administrative Agent in accordance with for their respective Five Year Facility Commitment Percentagesaccounts pursuant to this Section 3.3. (c) In addition to the L/C Fees, the Borrower agrees to pay to the relevant Issuing Lender that has issued a Letter of Credit at the request of the Borrower, for such Issuing Lender's own account without sharing by the other Lenders, (i) a fronting fee of 0.125% per annum on the aggregate stated amount of such Letter of Credit for the stated duration thereof and (ii) customary charges of such Issuing Lender with respect to the issuance, amendment, transfer, administration, cancellation and conversion of, and drawings under, such Letters of Credit.

Fees and Other Charges. (a) The Borrower agrees to will pay a fee for the benefit of each Revolving Lender on all outstanding Letters of Credit at a per annum rate equal to the Administrative Agentproduct of (i) the Applicable Margin then in effect with respect to Term SOFR Loans made pursuant to the Revolving Commitments of such Revolving Lender that has a risk participation in Letters of Credit and (ii) such Revolving Lender’s daily Revolving Percentage of the undrawn and unexpired amount of each Letters of Credit, payable quarterly in arrears on each L/C Fee Payment Date after the issuance date; provided, however, for the avoidance of doubt, any such fees otherwise payable for the account of each a Defaulting Lender with respect to any Letter of Credit as to which such Defaulting Lender has not provided Cash Collateral satisfactory to the Issuing Lender and pursuant to this Section 3 shall be payable, to the L/C Participantsmaximum extent permitted by applicable Law, to the other Revolving Lenders in accordance with the upward adjustments in their respective Revolving Percentages allocable to such Letter of Credit pursuant to Section 2.21(a)(iii), with the balance of such fee, if any, payable to the Issuing Lender for its own account. In addition, the Borrower shall pay to the relevant Issuing Lender for its own account a letter of credit fronting fee (the "L/C FEE") with respect to each Letter of Credit issued at a per - 68- (b) In addition to the foregoing fees, unless otherwise agreed by the relevant Issuing Lender, the Borrower shall pay or reimburse each Issuing Lender for such normal and customary costs and expenses as are incurred or charged by such Issuing Lender in an amount equal to the Applicable Percentage for L/C Fee TIMES the average daily undrawn amount of such issued Letters of Credit as reported by such Issuing Lender (issuing, negotiating, effecting payment under, amending or the Administrative Agent) pursuant to Section 3.2. Such fee shall be payable quarterly in arrears on the last Business Day of each calendar quarter, commencing on the first of such dates to occur after the Closing Date, and on the Five Year Facility Termination Date. (b) The Administrative Agent shall, promptly following its receipt thereof, distribute to each Issuing Lender and the L/C Participants the L/C Fees received by the Administrative Agent in accordance with their respective Five Year Facility Commitment Percentages. (c) In addition to the L/C Fees, the Borrower agrees to pay to the relevant Issuing Lender that has issued a otherwise administering any Letter of Credit at the request of the Borrower, for such Issuing Lender's own account without sharing issued by the other Lenders, (i) a fronting fee of 0.125% per annum on the aggregate stated amount of such Letter of Credit for the stated duration thereof and (ii) customary charges of such Issuing Lender with respect to the issuance, amendment, transfer, administration, cancellation and conversion of, and drawings under, such Letters of Creditit.

Fees and Other Charges. (a) The Borrower agrees to will pay a fee on the aggregate drawable amount of all outstanding Letters of Credit at a per annum rate equal to the Administrative AgentApplicable Margin then in effect with respect to Eurodollar Loans, for shared ratably among the account Revolving Loan Lenders in accordance with their respective Percentages and payable quarterly in arrears on each Fee Payment Date after the issuance date, provided that any Defaulting Lender shall not be entitled to receive any portion of each such fee and the calculation of such fee shall exclude the amount that such Defaulting Lender is obligated to fund under Section 3.4(a) from and after the date such amount is secured by Cash Collateral in accordance with Section 3.13. On and after the occurrence of an Event of Default, until the time when such Event of Default shall have been cured or waived in writing by the Required Lenders or all the Revolving Loan Lenders (as required by this Agreement), the foregoing fee shall be increased by two percent (2.00%) payable on demand. (b) The Borrower shall pay directly to the Issuing Lender and the L/C Participants, for its own account a letter of credit fronting fee (the "L/C FEE") in an amount with respect to each Letter of Credit issued by such Issuing Lender in an amount equal to the Applicable Percentage for L/C Fee TIMES the average daily undrawn amount of such issued Letters of Credit as reported by such Issuing Lender (or the Administrative Agent) pursuant to Section 3.2. Such fee shall be payable quarterly in arrears on the last Business Day of each calendar quarter, commencing on the first of such dates to occur after the Closing Date, and on the Five Year Facility Termination Date. (b) The Administrative Agent shall, promptly following its receipt thereof, distribute to each Issuing Lender and the L/C Participants the L/C Fees received by the Administrative Agent in accordance with their respective Five Year Facility Commitment Percentages. (c) In addition to the L/C Fees, the Borrower agrees to pay to the relevant Issuing Lender that has issued a Letter of Credit at the request of the Borrower, for such Issuing Lender's own account without sharing by the other Lenders, (i) a fronting fee of 0.1250.10% per annum on of the aggregate stated amount of such Letter of Credit for or such other fee as may be agreed upon as between the stated duration thereof Borrower and (ii) customary charges the Issuing Lender, due and payable quarterly in arrears on each Fee Payment Date after the issuance date; provided, that in the case of an increase in the amount of a Letter of Credit after the issuance thereof, such fronting fee shall be payable only on the increased amount thereof. In addition to the foregoing fees, the Borrower shall pay or reimburse the Issuing Lender with respect to for such normal and customary costs and expenses as are incurred or charged by the issuanceIssuing Lender in issuing, amendmentnegotiating, transfer, administration, cancellation and conversion of, and drawings effecting payment under, such Letters amending, renewing or otherwise administering any Letter of Credit.

Fees and Other Charges. (a) The In lieu of any letter of credit commissions and fees provided for in any Application relating to Standby L/Cs (other than standard administrative, issuance, amendment and negotiation fees), the Borrower agrees to pay to the Administrative Agent, for the PRO RATA account of each Issuing Lender and the L/C ParticipantsWorking Capital Lenders, a letter of credit fee (the "L/C FEE") with respect to each Letter of Credit issued by Standby L/C, a Standby L/C fee on the undrawn amount thereof for each day that such Issuing Lender in an amount Standby L/C is outstanding calculated at a rate per annum equal to the Applicable Percentage Margin for L/C Fee TIMES the average daily undrawn amount of Eurodollar Loans in effect for each such issued Letters of Credit as reported by such Issuing Lender (or the Administrative Agent) pursuant to Section 3.2. Such fee shall be payable quarterly in arrears on the last Business Day of each calendar quarterdate, commencing on the first of such dates to occur after the Closing Date, and on the Five Year Facility Termination Dateless 0.125%. (b) The In lieu of any letter of credit commissions and fees provided for in any Application relating to Commercial L/Cs (other than standard administrative, issuance, amendment and negotiation fees), the Borrower agrees to pay the Administrative Agent shallAgent, promptly following its receipt thereoffor the PRO RATA account of the Working Capital Lenders, distribute with respect to each Issuing Lender and the Commercial L/C, a Commercial L/C Participants fee on the undrawn amount thereof for each day that such Commercial L/C Fees received by the Administrative Agent in accordance with their respective Five Year Facility Commitment Percentagesis outstanding calculated at a rate per annum equal to 0.50%. (c) In addition to the L/C Feesaddition, the Borrower agrees to shall pay to the relevant Administrative Agent for the account of the Issuing Lender that has issued a fronting fee in respect of each Letter of Credit at the request of the Borrower, for such Issuing Lender's own account without sharing by the other Lenders, (i) a fronting fee of 0.125% per annum on the aggregate stated undrawn amount of thereof for each day that such Letter of Credit for the stated duration thereof is outstanding. All fees described in clauses (a), (b) and (iic) customary charges of such this Section 3.3 shall be payable in arrears on the last day of each March, June, September and December and on the Working Capital Termination Date. (d) In addition to the foregoing fees, the Borrower shall pay or reimburse the Issuing Lender with respect to for such normal and customary costs and expenses as are incurred or charged by the issuanceIssuing Lender in issuing, amendmentnegotiating, transfer, administration, cancellation and conversion of, and drawings effecting payment under, such Letters amending or otherwise administering any Letter of Credit. (e) In connection with any payment of fees, costs and expenses pursuant to this subsection 3.3, the Administrative Agent agrees to provide to the Borrower a statement of any such fees, costs and expenses so incurred; 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, costs and expenses.

Fees and Other Charges. (a) The Borrower agrees to will pay to the Administrative Agent, for the account of a fee on each Issuing Lender and the L/C Participants, a letter of credit fee (the "L/C FEE") with respect to each outstanding Standby Letter of Credit issued by such Issuing Lender in an amount Credit, at a per annum rate equal to the Applicable Percentage for L/C Fee TIMES Margin then in effect with respect to Eurodollar Loans under the average daily undrawn Revolving Facility on the face amount of such issued Letters Standby Letter of Credit as reported by such Issuing Lender (or the Administrative Agent) pursuant to Section 3.2. Such fee Credit, which fees shall be shared ratably among the Revolving Lenders and payable quarterly in arrears on the last Business Day of each calendar quarter, commencing on the first of such dates to occur Fee Payment Date after the Closing Dateissuance date. In addition, and on the Five Year Facility Termination Date. (b) The Administrative Agent shall, promptly following its receipt thereof, distribute Borrower shall pay to each Issuing Lender and the L/C Participants the L/C Fees received by the Administrative Agent in accordance with their respective Five Year Facility Commitment Percentages. (c) In addition to the L/C Fees, the Borrower agrees to pay to the relevant Issuing Lender that has issued a Letter of Credit at the request of the Borrower, for such Issuing Lender's its own account without sharing by the other Lenders, (i) a fronting fee of 0.125equal to 0.25% per annum on the aggregate stated face amount of all outstanding Letters of Credit issued by it to the Borrower, payable quarterly in arrears on each Fee Payment Date after the issuance date. (b) In addition to the foregoing fees, the Borrower shall pay or reimburse each Issuing Lender for such customary fees and expenses as are incurred or charged by such Issuing Lender in issuing, negotiating, effecting payment under, amending or otherwise administering any Letter of Credit requested by the Borrower (which fees and expenses shall have been agreed to from time to time by the Borrower and the relevant Issuing Lender). (c) Notwithstanding anything to the contrary herein, any fees otherwise payable for the account of a Defaulting Lender with respect to any Letter of Credit as to which such Defaulting Lender has not provided Cash Collateral satisfactory to the applicable Issuing Lender shall be payable, to the maximum extent permitted by applicable Law, to the other Revolving Lenders in accordance with the upward adjustments in their respective Revolving Percentages allocable to such Letter of Credit for pursuant to Section 2.27(a)(iv), with the stated duration thereof and (ii) customary charges balance of such fee, if any, payable to the applicable Issuing Lender with respect to the issuance, amendment, transfer, administration, cancellation and conversion of, and drawings under, such Letters of Creditfor its own account.

Fees and Other Charges. (a) The Borrower agrees to will pay a fee to the Administrative Agent, for the account ratable benefit of each Issuing Lender and the L/C ParticipantsRevolving Credit Lenders, a letter on the daily aggregate drawable amount of credit fee (the "L/C FEE") with respect to each Letter all outstanding Letters of Credit issued by such Issuing Lender in an amount at a per annum rate equal to the Applicable Percentage for L/C Fee TIMES Margin then in effect with respect to Term SOFR Loans under the average daily undrawn amount of such issued Letters Revolving Credit Facility ( the “Letter of Credit as reported by such Issuing Lender (or Fee”), shared ratably among the Administrative Agent) pursuant to Section 3.2. Such fee shall be Revolving Credit Lenders in accordance with their respective Revolving Credit Percentages and payable quarterly in arrears on each L/C Fee Payment Date after the last Business Day issuance date; provided, however, any fees otherwise payable for the account of each calendar quartera Defaulting Lender with respect to any Letter of Credit as to which such Defaulting Lender has not provided Cash Collateral satisfactory to the Issuing Lender pursuant to Section 3.1(c) shall be payable, commencing on to the first maximum extent permitted by applicable Law, to the other Lenders in accordance with the upward adjustments in their respective Applicable Percentages allocable to such Letter of Credit pursuant to Section 2.21(a)(iv), with the balance of such dates fee, if any, payable to occur after the Closing DateBorrower to the extent that the Borrower has provided Cash Collateral on account of such Defaulting Lender pursuant to Section 2.22(a) and otherwise to the Issuing Lender for its own account; provided further that any fee payable to a Defaulting Lender shall be subject to Section 2.21(a)(iii). In addition, and on except as otherwise agreed to between the Five Year Facility Termination Date. (b) The Administrative Agent shall, promptly following its receipt thereof, distribute to each relevant Issuing Lender and the L/C Participants the L/C Fees received by the Administrative Agent in accordance with their respective Five Year Facility Commitment Percentages. (c) In addition to the L/C FeesBorrower, the Borrower agrees to shall pay to the relevant Issuing Lender that has issued a Letter of Credit at the request of the Borrower, for such Issuing Lender's its own account without sharing by the other Lenders, (i) a fronting fee on the aggregate drawable amount of all outstanding Letters of Credit issued by it of 0.125% per annum annum, payable quarterly in arrears on each L/C Fee Payment Date after the aggregate stated amount issuance date. Notwithstanding anything to the contrary contained herein, while any of such Letter of Credit for the stated duration thereof events described in Section 8(f) shall have occurred and (ii) customary charges of such Issuing Lender be continuing with respect to the issuanceBorrower, amendment, transfer, administration, cancellation and conversion of, and drawings under, such Letters the Letter of CreditCredit Fee shall accrue at a rate equal to the Applicable Margin plus 2% per annum.

Fees and Other Charges. (a) The Each Borrower agrees to will pay to a fee on the Administrative Agent, for the account aggregate daily average drawable amount of each Issuing Lender and the L/C Participants, a letter of credit fee (the "L/C FEE") with respect to each Letter all outstanding Letters of Credit issued by for such Issuing Lender in an amount Borrower’s account at a per annum rate equal to the Applicable Percentage for L/C Fee TIMES Margin then in effect with respect to Eurocurrency Loans under the average daily undrawn amount of such issued Letters of Revolving Credit as reported by such Issuing Lender (or Facility, shared ratably among the Administrative Agent) pursuant to Section 3.2. Such fee shall be Revolving Credit Lenders in accordance with their respective Revolving Credit Percentages and payable quarterly in arrears on the last Business Day of each calendar quarter, commencing on the first of such dates to occur after the Closing Date, and on the Five Year Facility Termination Date. (b) The Administrative Agent shall, promptly following its receipt thereof, distribute to each Issuing Lender and the L/C Participants Fee Payment Date after the L/C Fees received by the Administrative Agent in accordance with their respective Five Year Facility Commitment Percentages. (c) issuance date of any such Letter of Credit. In addition to the L/C Feesaddition, the each Borrower agrees to shall pay to the relevant Issuing Lender that has for its own account a fronting fee on the aggregate daily average drawable amount of all outstanding Letters of Credit issued a for such Borrower’s account by such Issuing Lender of an amount to be agreed upon by the relevant Borrower and the relevant Issuing Lender, payable on such terms as are agreed to by such Borrower and the Issuing Lender. (b) In addition to the foregoing fees, each Borrower shall pay or reimburse each Issuing Lender for such normal and customary costs and expenses as are incurred or charged by such Issuing Lender in issuing, negotiating, effecting payment under, amending or otherwise administering any Letter of Credit at the request of the Borrower, issued for such Issuing Lender's own account without sharing by the other Lenders, (i) a fronting fee of 0.125% per annum on the aggregate stated amount of such Letter of Credit for the stated duration thereof and (ii) customary charges of such Issuing Lender with respect to the issuance, amendment, transfer, administration, cancellation and conversion of, and drawings under, such Letters of CreditBorrower’s account.

Fees and Other Charges. (a) The Borrower agrees or any Foreign Borrower, as applicable, will pay a fee on the aggregate drawable amount of all outstanding Multicurrency Letters of Credit in consideration of the participations noted in Section 3B.4 below at a per annum rate equal to pay to (i) in the Administrative Agentcase of Non-Extending Multicurrency Revolving Credit Commitments, for the account of each Issuing Lender and the L/C Participants, a letter of credit fee (the "L/C FEE") Applicable Margin then in effect with respect to each Letter Eurocurrency Loans that are Non-Extending Multicurrency Revolving Credit Loans, shared ratably among the Non-Extending Multicurrency Revolving Credit Lenders in accordance with their respective Non-Extending Multicurrency Revolving Credit Percentages and (ii) in the case of Extending Multicurrency Revolving Credit issued by such Issuing Lender in an amount equal to Commitments, the Applicable Percentage for L/C Fee TIMES the average daily undrawn amount of such issued Margin then in effect with respect to Eurocurrency Loans that are Extending Multicurrency Revolving Credit Loans (or, solely with respect to Multicurrency Performance Letters of Credit, 75% of the Applicable Margin then in effect with respect to Eurocurrency Loans that are Extending Multicurrency Revolving Credit as reported by such Issuing Lender (or Loans), shared ratably among the Administrative Agent) pursuant to Section 3.2. Such fee shall be Extending Multicurrency Revolving Credit Lenders in accordance with their respective Extending Multicurrency Revolving Credit Percentages, in each case payable quarterly in arrears on the last Business Day of each calendar quarter, commencing on the first of such dates to occur after the Closing Date, and on the Five Year Facility Termination Date. (b) The Administrative Agent shall, promptly following its receipt thereof, distribute to each Issuing Lender and the L/C Participants Fee Payment Date after the L/C Fees received by the Administrative Agent in accordance with their respective Five Year Facility Commitment Percentages. (c) issuance date of such Multicurrency Letter of Credit. In addition to the L/C Feesaddition, the Borrower agrees to or any Foreign Borrower, as applicable, shall pay to the relevant Multicurrency Issuing Lender that has issued a Letter of Credit at the request of the Borrower, for such Issuing Lender's its own account without sharing by the other Lenders, (i) a fronting fee of 0.125% per annum on the aggregate stated drawable amount of such Letter all outstanding Multicurrency Letters of Credit for issued by it of 1/8 of 1% per annum, payable quarterly in arrears on each L/C Fee Payment Date after the stated duration thereof and (ii) customary charges issuance date of such Issuing Lender with respect to the issuance, amendment, transfer, administration, cancellation and conversion of, and drawings under, such Letters Multicurrency Letter of Credit.

Fees and Other Charges. (a) The Borrower agrees to will pay to the Administrative Agent, for the account of each Issuing Lender and the L/C Participants, a letter of credit fee (the "L/C FEE") with respect to each Letter on all outstanding Letters of Credit issued by such Issuing Lender in an amount at a per annum rate equal to the Applicable Percentage for L/C Fee TIMES Margin then in effect with respect to Eurodollar Loans under the average daily undrawn amount of such issued Letters of Credit as reported by such Issuing Lender (or Revolving Facility, shared ratably among the Administrative Agent) pursuant to Section 3.2. Such fee shall be Revolving Lenders and payable quarterly in arrears on each L/C Fee Payment Date after the last Business Day Issuance Date. In addition, the Borrower shall pay to the Issuing Lender for its own account a fronting fee on the undrawn and unexpired amount of each calendar quarterLetter of Credit equal to 0.30% per annum, commencing payable quarterly in arrears on the first of such dates to occur each L/C Fee Payment Date after the Closing Date, and on the Five Year Facility Termination Issuance Date. (b) The Administrative Agent shall, promptly following its receipt thereof, distribute to each Issuing Lender and the L/C Participants the L/C Fees received by the Administrative Agent in accordance with their respective Five Year Facility Commitment Percentages. (c) In addition to the L/C Feesforegoing fees, the Borrower agrees to shall pay to or reimburse the relevant Issuing Lender that has issued for such normal and customary costs and expenses as are incurred or charged by the Issuing Lender in issuing, negotiating, effecting payment under, amending or otherwise administering any Letter of Credit. The Issuing Lender will provide the Administrative Agent a copy of the Letter of Credit at fees, charges and expenses charged by the request Issuing Lender by facsimile on or about the 10th Business Day of each month." SECTION 1.4. Amendment to Section 3.12. Section 3.12 of the Borrower, Credit Agreement is hereby amended by inserting the phrase "without responsibility for such Issuing Lender's own account without sharing by the other Lenders, (i) a fronting fee further investigation and regardless of 0.125% per annum on the aggregate stated amount of such Letter of Credit for the stated duration thereof and (ii) customary charges of such Issuing Lender with respect any notice or information to the issuancecontrary" after the phrase "the validity or genuineness of documents or of any endorsements thereon" therein. SECTION 1.5. Amendment to Sections 3.13 and 3,14. Sections 3.13 and 3.14 of the Credit Agreement are hereby amended by deleting such Sections in their entirety and inserting, amendmentin lieu thereof, transfer, administration, cancellation the following new Sections 3.13 and conversion of, and drawings under, such Letters of Credit.3.14:

Fees and Other Charges. (a) The applicable Borrower agrees to shall pay to the Administrative Agent, for the account of each the Issuing Lender and the L/C Participants, a letter of credit fee (in the "L/C FEE") relevant currency with respect to each Letter of Credit issued by at the request of such Issuing Lender in an amount Borrower at a per annum rate, for each day during the period from and including the date of issuance of such Letter of Credit to and including the first date thereafter on which such Letter of Credit shall expire or be cancelled or fully drawn, equal to the Applicable Percentage for L/C Fee TIMES Rate in effect on such day, calculated on the average daily basis of a 360-day year, of the aggregate amount available to be drawn under such Letter of Credit on such day. In addition, such Borrower shall pay, in the relevant currency, to the Issuing Lender for its own account a fronting fee of 0.10% per annum on the undrawn and unexpired amount of each such issued Letters Letter of Credit as reported by such Issuing Lender (or the Administrative Agent) Credit. Letter of credit fees and fronting fees pursuant to Section 3.2. Such fee this paragraph shall be payable quarterly in arrears on the last Business Day of each calendar quarter, commencing on the first of such dates L/C Fee Payment Date to occur after while the Closing Date, relevant Letter of Credit is outstanding and on the Five Year Facility Termination Dateshall be nonrefundable. (b) In addition to the foregoing fees, the applicable Borrower shall pay or reimburse the Issuing Lender in Dollars 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 requested by such Borrower. (c) The Administrative Agent shall, promptly following its receipt thereof, distribute to each the Issuing Lender and the L/C Participants the L/C Fees all fees received by the Administrative Agent in accordance with for their respective Five Year Facility Commitment Percentagesaccounts pursuant to this Section 3.3. (c) In addition to the L/C Fees, the Borrower agrees to pay to the relevant Issuing Lender that has issued a Letter of Credit at the request of the Borrower, for such Issuing Lender's own account without sharing by the other Lenders, (i) a fronting fee of 0.125% per annum on the aggregate stated amount of such Letter of Credit for the stated duration thereof and (ii) customary charges of such Issuing Lender with respect to the issuance, amendment, transfer, administration, cancellation and conversion of, and drawings under, such Letters of Credit.

Fees and Other Charges. (a) The Borrower agrees to will pay a fee to the Administrative Agent, for the account ratable benefit of each Issuing Lender and the L/C ParticipantsRevolving Credit Lenders, a letter on the daily aggregate drawable amount of credit fee (the "L/C FEE") with respect to each Letter all outstanding Letters of Credit issued by such Issuing Lender in an amount at a per annum rate equal to the Applicable Percentage for L/C Fee TIMES Margin then in effect with respect to Term SOFR Loans under the average daily undrawn amount of such issued Letters Revolving Credit Facility ( the “Letter of Credit as reported by such Issuing Lender (or Fee”), shared ratably among the Administrative Agent) pursuant to Section 3.2. Such fee shall be Revolving Credit Lenders in accordance with their respective Revolving Credit Percentages and payable quarterly in arrears on each L/C Fee Payment Date after the last Business Day issuance date; provided, however, any fees otherwise payable for the account of each calendar quartera Defaulting Lender with respect to any Letter of Credit as to which such Defaulting Lender has not provided Cash Collateral satisfactory to the Issuing Lender pursuant to Section 3.1(c) shall be payable, commencing on to the first maximum extent permitted by applicable Law, to the other Lenders in accordance with the upward adjustments in their respective Applicable Percentages allocable to such Letter of Credit pursuant to Section 2.21(a)(iv), with the balance of such dates fee, if any, payable to occur after the Closing DateBorrower to the extent that the Borrower has provided Cash Collateral on account of such Defaulting Lender pursuant to Section 2.22(a) and otherwise to the Issuing Lender for its own account; provided further that any fee payable to a Defaulting Lender shall be subject to Section 2.21(a)(iii). In addition, and on except as otherwise agreed to between the Five Year Facility Termination Date. (b) The Administrative Agent shall, promptly following its receipt thereof, distribute to each relevant Issuing Lender and the L/C Participants the L/C Fees received by the Administrative Agent in accordance with their respective Five Year Facility Commitment Percentages. (c) In addition to the L/C FeesBorrower, the Borrower agrees to shall pay to the relevant Issuing Lender that has issued a Letter of Credit at the request of the Borrower, for such Issuing Lender's its own account without sharing by the other Lenders, (i) a fronting fee on the aggregate drawable amount of all outstanding Letters of Credit issued by it of 0.125% per annum annum, payable quarterly in arrears on each L/C Fee Payment Date after the aggregate stated amount issuance date. Notwithstanding anything to the contrary contained herein, while any of such Letter of Credit for the stated duration thereof events described in Section 8(f) shall have occurred and (ii) customary charges of such Issuing Lender be continuing with respect to the issuanceBorrower, amendmentthe Letter of Credit Fee shall accrue at a rate equal to the Applicable Margin plus 2% per annum. (b) In addition to the foregoing fees, transferthe Borrower shall pay or reimburse each Issuing Lender quarterly in arrears on each L/C Fee Payment Date for such reasonable, administrationnormal and customary costs and expenses as are incurred or charged by such Issuing Lender in issuing, cancellation and conversion of, and drawings effecting payment under, such Letters amending or otherwise administering any Letter of Credit.

Fees and Other Charges. (a) The Borrower agrees to pay pay, with respect to the Administrative Agent, each outstanding Letter of Credit issued for the account of each Issuing Lender and the L/C Participants, a letter of credit fee (the "L/C FEE") with respect to each Letter of Credit issued by such Issuing Lender in an amount equal to the Applicable Percentage for L/C Fee TIMES the average daily undrawn amount of such issued Letters of Credit as reported by such Issuing Lender (or the Administrative Agent) pursuant to Section 3.2. Such fee shall be payable quarterly in arrears on the last Business Day of each calendar quarter, commencing on the first of such dates to occur after the Closing Date, and on the Five Year Facility Termination Date. (b) The Administrative Agent shall, promptly following its receipt thereof, distribute to each Issuing Lender and the L/C Participants the L/C Fees received by the Administrative Agent in accordance with their respective Five Year Facility Commitment Percentages. (c) In addition to the L/C Fees, the Borrower agrees to pay to the relevant Issuing Lender that has issued a Letter of Credit at the request of of) the Borrower, for such Issuing Lender's own account without sharing by the other Lenders, (i) a fronting fee of 0.125% per annum on the aggregate stated drawable amount of such Letter of Credit for to the stated duration thereof Issuing Lender (a “Letter of Credit Fronting Fee”), and (ii) customary charges a fee equal to the Applicable Margin with respect to Eurodollar Loans per annum on the Dollar Equivalent of the drawable amount of such Letter of Credit to the Administrative Agent for the ratable account of the L/C Lenders (determined in accordance with their respective L/C Percentages) (“Letter of Credit Fee”), and (iii) the Issuing Lender Lender’s standard and reasonable fees with respect to the issuance, amendment, transferrenewal or extension of any Letter of Credit issued for the account of (or at the request of) the Borrower or processing of drawings thereunder (the fees in this clause (iii), administrationcollectively, cancellation and conversion ofthe “Issuing Lender Fees”). The Issuing Lender Fees shall be paid when required by the Issuing Lender, and drawings the Letter of Credit Fronting Fee and the Letter of Credit Fee shall be payable quarterly in arrears on the last Business Day of March, June, September and December of each year and on the Letter of Credit Maturity Date (each, an “L/C Fee Payment Date”) after the issuance date of such Letter of Credit. All fees pursuant to this Section 3.3(a) shall be computed on the basis of the actual number of days elapsed in a year of 360 days. (b) In addition to the foregoing fees, 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, negotiating, effecting payment under, such Letters amending or otherwise administering any Letter of Credit. (c) The Borrower shall furnish to the Issuing Lender and the Administrative Agent such other documents and information pertaining to any requested Letter of Credit issuance, amendment or renewal, including any L/C-Related Documents, as the Issuing Lender or the Administrative Agent may require. This Agreement shall control in the event of any conflict with any L/C-Related Document (other than any Letter of Credit). (d) Any Letter of Credit Fees otherwise payable for the account of a Defaulting Lender with respect to any Letter of Credit as to which such Defaulting Lender has not provided Cash Collateral satisfactory to the Issuing Lender pursuant to Section 3.10 shall be payable, to the maximum extent permitted by applicable law, to the other L/C Lenders in accordance with the upward adjustments in their respective L/C Percentages allocable to such Letter of Credit pursuant to Section 2.20(a)(iv), with the balance of such fee, if any, payable to the Issuing Lender for its own account.

Fees and Other Charges. (a) The Borrower agrees to pay pay, with respect to the Administrative Agent, each outstanding Letter of Credit issued for the account of each Issuing Lender and the L/C Participants, a letter of credit fee (the "L/C FEE") with respect to each Letter of Credit issued by such Issuing Lender in an amount equal to the Applicable Percentage for L/C Fee TIMES the average daily undrawn amount of such issued Letters of Credit as reported by such Issuing Lender (or the Administrative Agent) pursuant to Section 3.2. Such fee shall be payable quarterly in arrears on the last Business Day of each calendar quarter, commencing on the first of such dates to occur after the Closing Date, and on the Five Year Facility Termination Date. (b) The Administrative Agent shall, promptly following its receipt thereof, distribute to each Issuing Lender and the L/C Participants the L/C Fees received by the Administrative Agent in accordance with their respective Five Year Facility Commitment Percentages. (c) In addition to the L/C Fees, the Borrower agrees to pay to the relevant Issuing Lender that has issued a Letter of Credit at the request of of) the Borrower, for such Issuing Lender's own account without sharing by the other Lenders, (i) a fronting fee of 0.125% per annum on the aggregate stated daily amount of available to be drawn under each such Letter of Credit to the Issuing Lender for the stated duration thereof and its own account (a “Letter of Credit Fronting Fee”), (ii) a letter of credit fee equal to the Applicable Margin relating to Revolving Loans that are SOFR Loans multiplied by the daily amount available to be drawn (b) In addition to the foregoing fees, the Borrower shall pay or reimburse the Issuing Lender for such normal and customary charges costs and expenses as are incurred or charged by the Issuing Lender in issuing, negotiating, effecting payment under, amending or otherwise administering any Letter of Credit. (c) The Borrower shall furnish to the Issuing Lender and the Administrative Agent such other documents and information pertaining to any requested Letter of Credit issuance, amendment or renewal, including any L/C-Related Documents, as the Issuing Lender or the Administrative Agent may require. This Agreement shall control in the event of any conflict with any L/C-Related Document (other than any Letter of Credit). (d) Any Letter of Credit Fees otherwise payable for the account of a Defaulting Lender with respect to any Letter of Credit as to which such Defaulting Lender has not provided Cash Collateral satisfactory to the issuanceIssuing Lender pursuant to Section 3.10 shall be payable, amendmentto the maximum extent permitted by applicable law, transferto the other L/C Lenders in accordance with the upward adjustments in their respective L/C Percentages allocable to such Letter of Credit pursuant to Section 2.24(a)(iv), administrationwith the balance of such fee, cancellation if any, payable to the Issuing Lender for its own account. (e) All fees payable under this Section 3.3 shall be fully earned on the date paid and conversion of, and drawings under, such Letters of Creditnonrefundable.

Fees and Other Charges. (a) The applicable Borrower agrees to will pay to the Administrative Agent, for the account of each Issuing Lender and the L/C ParticipantsLenders, a letter fee on the undrawn and unexpired face amount (calculated, in the case of credit any Letter of Credit denominated in Pounds Sterling, on the basis of the Exchange Rate in effect on the date payment of such fee (the "L/C FEE"is due) with respect to of each Letter of Credit issued by such Issuing Lender in an amount on its behalf at a per annum rate equal to (i) in the case of an Unsecured Letter of Credit, the Applicable Percentage for L/C Fee TIMES Margin then in effect with respect to Eurodollar Loans and (ii) in the average daily undrawn amount case of such issued Letters a Secured Letter of Credit as reported by such Issuing Lender (or the Administrative Agent) pursuant to Section 3.2Credit, 0.50%. Such fee fees shall be payable quarterly in arrears on the last Business Day of each calendar quarter, commencing on the first of such dates to occur Fee Payment Date after the Closing Date, and on issuance date. The Administrative Agent will promptly pay to the Five Year Facility Termination DateLenders their pro rata shares of any amounts received from the Borrowers in respect of any such fees. (b) The Administrative Agent shall, promptly following its receipt thereof, distribute applicable Borrower shall pay to each Issuing Lender for its own account a fronting fee at a rate per annum as agreed between such Borrower and such Issuing Lender on the L/C Participants undrawn and unexpired amount of each Fronted Letter of Credit issued on its behalf, payable quarterly in arrears on each Fee Payment Date after the L/C Fees received by the Administrative Agent in accordance with their respective Five Year Facility Commitment Percentagesissuance date. (c) In addition to the L/C Feesforegoing fees, the applicable Borrower agrees to shall pay to the relevant or reimburse (i) each Applicable Issuing Lender that has issued a Party for such normal and customary costs and expenses as are incurred or charged by such Applicable Issuing Party in issuing, negotiating, effecting payment under, amending or otherwise administering any Letter of Credit at the request of the Borrower, for such Issuing Lender's own account without sharing by the other Lenders, (i) a fronting fee of 0.125% per annum on the aggregate stated amount of such Letter of Credit for the stated duration thereof and (ii) each Lender for such normal and customary charges of costs and expenses as are incurred or charged by such Issuing Lender in connection with respect to the issuance, amendment, transfer, administration, cancellation and conversion of, and drawings under, such Letters any Several Letter of Credit.