Common use of Fees and Other Charges Clause in Contracts

Fees and Other Charges. (a) Each Borrower will pay a fee on all outstanding Letters of Credit issued for its account at a per annum rate equal to the Applicable Margin then in effect with respect to Eurodollar Loans, shared ratably among the Tranche 1 Revolving Lenders and payable quarterly in arrears on each L/C Fee Payment Date after the issuance date and in US Dollars, Euros or Canadian Dollars based on the currency in which each such Letter of Credit is denominated. Such fee shall be calculated on the aggregate undrawn face amount of the outstanding Letters of Credit on a daily basis during each quarterly or other period for which payment is made. In addition, each Borrower shall pay to each Issuing Lender for its own account a fronting fee to be agreed upon with such Issuing Lender on the undrawn and unexpired amount of each Letter of Credit issued by such Issuing Lender for it, payable quarterly in arrears on each L/C Fee Payment Date after the issuance date of such Letter of Credit. (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, effecting payment under, amending or otherwise administering any Letter of Credit issued by such Issuing Lender for it.

Fees and Other Charges. (a) Each applicable Borrower will pay a fee on all outstanding Letters of Credit in U.S. Dollars (with respect to any Letters of Credit denominated in a Foreign Currency, based on the Dollar Equivalent thereof) issued for its the account of such Borrower (or for the joint and several account of such Borrower and any Subsidiary) at a per annum rate equal to the Applicable Margin then in effect with respect to Eurodollar Term Benchmark Loans or RFR Loans, as the case may be, at such time under the Revolving Facility, shared ratably among the Tranche 1 Revolving Lenders and Lenders. Such fees shall be payable quarterly in arrears on each L/C Fee Payment Date after the issuance date and in US Dollars, Euros or Canadian Dollars based on the currency in which each such Letter of Credit is denominated. Such fee shall be calculated on the aggregate undrawn face amount of the outstanding Letters of Credit on a daily basis during each quarterly or other period for which payment is madedate. In addition, each applicable Borrower shall pay to each the relevant Issuing Lender for its own account a fronting fee equal to be 0.125% per annum (or such lesser amount separately agreed upon with such in writing between the relevant Issuing Lender on and the Parent) of the undrawn and unexpired amount of each Letter of Credit issued by such Issuing Lender for itthe account of such Borrower (or for the joint and several account of such Borrower and any Subsidiary), payable quarterly in arrears on each L/C Fee Payment Date after the issuance date of such Letter of Creditdate. (b) In addition to the foregoing fees, each applicable 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 issued by for the account of such Issuing Lender Borrower (or for itthe joint and several account of such Borrower and any Subsidiary).

Fees and Other Charges. (a) Each The applicable Borrower will pay to the Administrative Agent, for the account of the Lenders, a fee on all outstanding Letters the undrawn and unexpired face amount (calculated, in the case of any Letter of Credit denominated in Pounds Sterling, on the basis of the Exchange Rate in effect on the date payment of such fee is due) of each Letter of Credit issued for on its account behalf at a per annum rate equal to (i) in the case of an Unsecured Letter of Credit, the Applicable Margin then in effect with respect to Eurodollar LoansLoans and (ii) in the case of a Secured Letter of Credit, shared ratably among the Tranche 1 Revolving Lenders and 0.40%. Such fees shall be payable quarterly in arrears on each L/C Fee Payment Date after the issuance date and date. The Administrative Agent will promptly pay to the Lenders their pro rata shares of any amounts received from the Borrowers in US Dollars, Euros or Canadian Dollars based on the currency in which each respect of any such Letter of Credit is denominated. Such fee shall be calculated on the aggregate undrawn face amount of the outstanding Letters of Credit on a daily basis during each quarterly or other period for which payment is made. In addition, each fees. (a) The applicable Borrower shall pay to each Issuing Lender for its own account a fronting fee to be at a rate per annum as agreed upon with between such Borrower and such Issuing Lender on the undrawn and unexpired amount of each Fronted Letter of Credit issued by such Issuing Lender for iton its behalf, payable quarterly in arrears on each L/C Fee Payment Date after the issuance date of such Letter of Creditdate. (b) In addition to the foregoing fees, each the applicable Borrower shall pay or reimburse (i) each Applicable Issuing 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 and (ii) each Lender for such normal and customary costs and expenses as are incurred or charged by such Issuing Lender in issuing, effecting payment under, amending or otherwise administering connection with any Several Letter of Credit issued by such Issuing Lender for itCredit.

Fees and Other Charges. (a) Each The Borrower will pay to the Lender a fee on the aggregate drawable amount of all outstanding Letters of Credit issued for its account (other than any such Letters of Credit that have been fully cash collateralized pursuant to terms satisfactory to the Issuing Lender) at a per annum rate equal to the Applicable Margin then in effect with respect to the Eurodollar Loans, shared ratably among the Tranche 1 Revolving Lenders Loans and payable quarterly in arrears on each L/C Fee Payment Date after the issuance date and in US Dollarsdate. In addition, Euros or Canadian Dollars based on the currency in which each such Letter Borrower shall pay to the Lender, for the benefit of Credit is denominated. Such the Issuing Lender, a fronting fee shall be calculated on the aggregate undrawn face drawable amount of the all outstanding Letters of Credit on a daily basis during each quarterly or other period for which payment is made. In additionissued by, each Borrower shall pay to each the Issuing Lender for its own the Borrower’s account at a fronting fee to be rate per annum agreed upon with such between the Lender and the Issuing Lender on the undrawn and unexpired amount of each Letter of Credit issued by such Issuing Lender for itLender, payable quarterly in arrears on each L/C Fee Payment Date after the issuance date of such Letter of Creditdate. (b) In addition to the foregoing fees, each the Borrower shall pay or reimburse each the Lender and the Issuing Lender Lender, as the case may be, for such normal and customary costs and expenses as are incurred or charged by such the Issuing Lender in issuing, negotiating, effecting payment under, amending or otherwise administering any Letter of Credit issued by such Issuing Lender for itthe Borrower’s account.

Fees and Other Charges. (a) Each The Borrower will pay a fee on the Dollar Equivalent (as determined by the Administrative Agent in accordance with the definition thereof) of all outstanding Letters of Credit issued for its the account of the Borrower and any relevant Subsidiary Borrower at a per annum rate equal to the Applicable Margin then in effect with respect to Eurodollar LoansEurocurrency Loans under the Revolving Facility, which fee shall be payable to the Administrative Agent for the account of the Revolving Lenders, shared ratably among the Tranche 1 Revolving Lenders Lenders, and payable quarterly in arrears on each L/C Fee Payment Date after the issuance date and in US Dollars, Euros or Canadian Dollars based on the currency in which each such Letter of Credit is denominated. Such fee shall be calculated on the aggregate undrawn face amount of the outstanding Letters of Credit on a daily basis during each quarterly or other period for which payment is madedate. In addition, each the Borrower shall pay to each Issuing Lender for its own account a fronting fee in an amount to be agreed upon with such the relevant Issuing Lender (but, in any event, not greater than of 0.125% per annum) on the undrawn and unexpired amount of each Letter of Credit issued by such Issuing Lender for itthe account of the Borrower or any relevant Subsidiary Borrower, payable quarterly in arrears to the relevant Issuing Lender on each L/C Fee Payment Date after the issuance date of such Letter of Creditdate. (b) In addition to the foregoing fees, each 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 issued by such Issuing Lender for itCredit.

Fees and Other Charges. (a) Each The Borrower will pay to the Administrative Agent a fee on all outstanding Letters of Credit issued for its account at a per annum rate equal to the Applicable Margin then in effect with respect to Eurodollar LoansLoans under the Revolving Facility, shared ratably among the Tranche 1 Revolving Lenders and payable quarterly in arrears on each L/C Fee Payment Date after the issuance date and in US Dollars, Euros or Canadian Dollars based on the currency in which each such Letter of Credit is denominated. Such fee shall be calculated on the aggregate undrawn face amount of the outstanding Letters of Credit on a daily basis during each quarterly or other period for which payment is madedate. In addition, each the Borrower shall pay to each the Issuing Lender for its own account a fronting fee to be agreed upon with such Issuing Lender on the undrawn and unexpired amount of each Letter of Credit issued as agreed by such the Borrower and the Issuing Lender for itLender, payable quarterly in arrears on each L/C Fee Payment Date after the issuance date Issuance Date. Any fees paid for Existing Letters of such Letter Credit will automatically, without any action by any Person, be deemed paid for Letters of CreditCredit issued hereunder. (b) In addition to the foregoing fees, each the Borrower shall pay or reimburse each the Issuing Lender for such normal and customary costs and expenses as are incurred or charged by such the Issuing Lender in issuing, negotiating, effecting payment under, amending or otherwise administering any Letter of Credit; provided, however, that no costs or expenses shall be payable for conversion of the Existing Letters of Credit to Letters of Credit issued by such Issuing Lender for ithereunder.

Fees and Other Charges. (a) Each Borrower will pay a fee on the ---------------------- aggregate drawable amount of all outstanding Letters of Credit issued for its such Borrower's account at a per annum rate equal to the Applicable Margin then in effect with respect to Eurodollar LoansLoans under the U.S. Revolving Credit Facility, shared ratably among the Tranche 1 U.S. Revolving Credit Lenders or the Canadian Revolving Credit Lenders, as the case may be, in accordance with their respective U.S. Revolving Credit Percentages or Canadian Revolving Credit Percentages, as the case may be, and payable quarterly in arrears on each L/C Fee Payment Date after the issuance date and in US Dollars, Euros or Canadian Dollars based on the currency in which each such Letter of Credit is denominated. Such fee shall be calculated on the aggregate undrawn face amount of the outstanding Letters of Credit on a daily basis during each quarterly or other period for which payment is madedate. In addition, each Borrower shall pay to each the relevant Issuing Lender for its own account a fronting fee to be agreed upon with such Issuing Lender on the undrawn and unexpired aggregate drawable amount of each outstanding Letter of Credit issued by such Issuing Lender for itthe account of such Borrower of 1/4 of 1% per annum, payable quarterly in arrears on each L/C Fee Payment Date after the issuance date of such Letter of Credit. (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 the Issuing Lender in issuing, negotiating, effecting payment under, amending or otherwise administering any Letter of Credit issued by for such Issuing Lender for itBorrower's account. (c) Fees payable in respect of any Letter of Credit shall be payable in the currency in which such Letter of Credit is denominated.

Fees and Other Charges. (a) Each The Parent Borrower will pay a fee on all outstanding Letters of Credit issued for its account at a per annum rate equal to the Applicable Margin then in effect with respect to Eurodollar LoansEurocurrency Loans under the US$ Revolving Facility, shared ratably among the Tranche 1 US$ Revolving Lenders and payable quarterly in arrears on each L/C Fee Payment Date after the issuance date and in US Dollars, Euros or Canadian Dollars based on the currency in which each such Letter of Credit is denominated. Such fee shall be calculated on the aggregate undrawn face amount of the outstanding Letters of Credit on a daily basis during each quarterly or other period for which payment is madedate. In addition, each the Parent Borrower shall pay to each the Issuing Lender for its own account a fronting fee to be agreed upon with such Issuing Lender of 0.125% per annum on the undrawn and unexpired amount of each Letter of Credit issued by such Issuing Lender for itCredit, payable quarterly in arrears on each L/C Fee Payment Date after the issuance date of such Letter of Creditdate. (b) In addition to the foregoing fees, each the Parent Borrower shall pay or reimburse each the Issuing Lender for such normal and customary costs and expenses as are incurred or charged by such the Issuing Lender in issuing, negotiating, effecting payment under, amending or otherwise administering any Letter of Credit. (c) Notwithstanding anything to the contrary contained in this Agreement, for purposes of calculating any fees payable on any Letter of Credit issued by denominated in a foreign currency in respect of any Business Day, the Administrative Agent shall convert the amount available to be drawn under any Letter of Credit denominated in foreign currency into an amount of Dollars based upon the relevant Exchange Rate in effect for such day. The Issuing Lender agrees to notify the Administrative Agent of the average daily outstanding amount of any Letter of Credit denominated in a foreign currency for itany period in respect of which fees are payable and, upon request by the Administrative Agent, for any other date or period. For all purposes of this Agreement, determinations by the Administrative Agent of the Dollar Equivalent of any amount expressed in a foreign currency shall be made on the basis of Exchange Rates reset monthly (or on such other periodic basis as shall be selected by the Administrative Agent in its sole discretion) and shall in each case be conclusive absent manifest error.

Fees and Other Charges. (a) Each The Borrower will pay a fee on all outstanding Letters of Credit issued for its account at a per annum rate equal to the Applicable Margin then in effect with respect to Eurodollar Loans, shared ratably among the Tranche 1 Revolving Lenders and payable quarterly in arrears on each L/C Fee Payment Date after the issuance date and in US Dollars, Euros or Canadian Dollars based on the currency in which each such Letter of Credit is denominated. Such fee shall be calculated on the aggregate undrawn face amount respect of the outstanding related Fee Payment Period during which such Letters of Credit on a daily basis during each quarterly or other period for which payment is madewere outstanding. In addition, each the Borrower shall pay to each the Issuing Lender for its own account a fronting fee to be agreed upon with such Issuing Lender of 0.20% per annum on the undrawn and unexpired amount of each Letter of Credit issued by such Issuing Lender for it, payable quarterly in arrears on each L/C Fee Payment Date after in respect of the issuance date related Fee Payment Period during which such Letters of Credit were outstanding. For the purposes of the foregoing calculations, the average daily undrawn and unexpired amount of any Letter of Credit denominated in an Optional Currency during any Fee Payment Period shall be calculated by multiplying (i) the average daily undrawn and unexpired amount of such Letter of CreditCredit (expressed in the Optional Currency in which such Letter of Credit is denominated) during such period by (ii) the Exchange Rate for each such Optional Currency in effect on the Fee Payment Date or by such other method that the Administrative Agent and the Borrower may agree. (b) In addition to the foregoing fees, each the Borrower shall pay or reimburse each the Issuing Lender for such normal and customary costs and expenses as are incurred or charged by such the Issuing Lender in issuing, negotiating, effecting payment under, amending or otherwise administering any Letter of Credit issued by such Issuing Lender for itCredit.

Fees and Other Charges. (a) Each Borrower will pay a fee on all outstanding Letters of Credit issued for its account at a per annum rate equal to the Applicable Margin then in effect with respect to Eurodollar Loans, shared ratably among the Tranche 1 Revolving Lenders and payable quarterly in arrears on each L/C Fee Payment Date after the issuance date and in US Dollars, Euros Dollars or Canadian Dollars based on the currency in which each such Letter of Credit is denominated. Such fee shall be calculated on the aggregate undrawn face amount of the outstanding Letters of Credit on a daily basis during each quarterly or other period for which payment is made. In addition, each Borrower shall pay to each Issuing Lender for its own account a fronting fee to be agreed upon with such Issuing Lender on the undrawn and unexpired amount of each Letter of Credit issued by such Issuing Lender for it, payable quarterly in arrears on each L/C Fee Payment Date after the issuance date of such Letter of Credit. (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, effecting payment under, amending or otherwise administering any Letter of Credit issued by such Issuing Lender for it.

Fees and Other Charges. (a) Each Borrower will pay a fee on the aggregate drawable amount of all outstanding Letters of Credit issued for its such Borrower's account at a per annum rate equal to the Applicable Margin then in effect with respect to Eurodollar LoansLoans under the U.S. Revolving Credit Facility, shared ratably among the Tranche 1 U.S. Revolving Credit Lenders or the Canadian Revolving Credit Lenders, as the case may be, in accordance with their respective U.S. Revolving Credit Percentages or Canadian Revolving Credit Percentages, as the case may be, and payable quarterly in arrears on each L/C Fee Payment Date after the issuance date and in US Dollars, Euros or Canadian Dollars based on the currency in which each such Letter of Credit is denominated. Such fee shall be calculated on the aggregate undrawn face amount of the outstanding Letters of Credit on a daily basis during each quarterly or other period for which payment is madedate. In addition, each Borrower shall pay to each the relevant Issuing Lender for its own account a fronting fee to be agreed upon with such Issuing Lender on the undrawn and unexpired aggregate drawable amount of each outstanding Letter of Credit issued by such Issuing Lender for itthe account of such Borrower of 1/8 of 1% per annum, payable quarterly in arrears on each L/C Fee Payment Date after the issuance date of such Letter of Credit. (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 the Issuing Lender in issuing, negotiating, effecting payment under, amending or otherwise administering any Letter of Credit issued by for such Issuing Lender for itBorrower's account. (c) Fees payable in respect of any Letter of Credit shall be payable in the currency in which such Letter of Credit is denominated.

Fees and Other Charges. (ai) Each The U.S. Borrower will pay a fee on the aggregate drawable amount of all outstanding U.S. Letters of Credit issued for its account at a per annum rate equal to the Applicable Margin then in effect with respect to Eurodollar LoansLoans under the U.S. Revolving Facility, shared ratably among the Tranche 1 U.S. Revolving Lenders in accordance with their respective U.S. Revolving Credit Percentages, and (ii) the Canadian Borrower will pay a fee on the aggregate drawable amount of all outstanding Canadian Letters of Credit at a per annum rate equal to the Applicable Margin with respect to Eurodollar Loans under the Canadian Revolving Facility, shared ratably among the Canadian Revolving Lenders in accordance with their respective Canadian Revolving Credit Percentages, and, in the case of each of clauses (i) and (ii), payable quarterly in arrears on each L/C Fee Payment Date after the applicable issuance date and in US Dollars, Euros or Canadian Dollars based on the currency in which each such Letter of Credit is denominated. Such fee shall be calculated on the aggregate undrawn face amount of the outstanding Letters of Credit on a daily basis during each quarterly or other period for which payment is madedate. In addition, each the U.S. Borrower and the Canadian Borrower, respectively, shall pay to each the U.S. Issuing Lender and the Canadian Issuing Lender, respectively, for its own account a fronting fee to be agreed upon with such Issuing Lender on the undrawn and unexpired amount of each Letter of Credit issued as agreed by such the applicable Borrower and the applicable Issuing Lender for itLender, payable quarterly in arrears on each L/C Fee Payment Date after the issuance date of such a given Letter of Credit. (b) In addition to the foregoing fees, each the U.S. Borrower and the Canadian Borrower, respectively, shall pay or reimburse each the U.S. Issuing Lender and the Canadian Issuing Lender, respectively, for such normal and customary costs and expenses as are incurred or charged by such the applicable Issuing Lender in issuing, negotiating, effecting payment under, amending or otherwise administering any Letter of Credit issued by such Issuing Lender for itCredit.

Fees and Other Charges. (a) Each applicable Borrower will pay a fee on all outstanding Letters of Credit issued for its the account of such Borrower (or for the joint and several account of such Borrower and any Subsidiary) at a per annum rate equal to the Applicable Margin then in effect with respect to Eurodollar LoansLoans under the Revolving Facility, shared ratably among the Tranche 1 Revolving Lenders and Lenders. Such fees shall be payable quarterly in arrears on each L/C Fee Payment Date after the issuance date and in US Dollars, Euros or Canadian Dollars based on the currency in which each such Letter of Credit is denominated. Such fee shall be calculated on the aggregate undrawn face amount of the outstanding Letters of Credit on a daily basis during each quarterly or other period for which payment is madedate. In addition, each applicable Borrower shall pay to each the relevant Issuing Lender for its own account a fronting fee to be in an amount per annum separately agreed upon with such Issuing Lender on the undrawn and unexpired amount of each Letter of Credit issued by such Issuing Lender for itthe account of such Borrower (or for the joint and several account of such Borrower and any Subsidiary), payable quarterly in arrears on each L/C Fee Payment Date after the issuance date of such Letter of Creditdate. (b) In addition to the foregoing fees, each applicable 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 issued by for the account of such Issuing Lender Borrower (or for itthe joint and several account of such Borrower and any Subsidiary).

Fees and Other Charges. (a) Each Borrower will pay a fee on all outstanding Letters of Credit issued for its the account of such Borrower at a per annum rate equal to the Applicable Margin then in effect with respect to Eurodollar Loans, shared ratably among Eurocurrency Loans under the Tranche 1 U.S.$ Revolving Lenders and payable quarterly in arrears on each L/C Fee Payment Date after the issuance date and in US Dollars, Euros or Canadian Dollars based on the currency in which each such Letter of Credit is denominated. Such fee shall be calculated on the aggregate undrawn face amount of the outstanding Letters of Credit on a daily basis during each quarterly or other period for which payment is made. In addition, each Borrower shall pay to each Issuing Lender for its own account a fronting fee to be agreed upon with such Issuing Lender Facility on the undrawn and unexpired amount of each Letter of Credit issued by such Credit, shared ratably among the U.S.$ Revolving Lenders and payable quarterly in arrears on each Fee Payment Date after the issuance date. In addition, each Borrower shall pay to the respective Issuing Lender for itits own account a fronting fee of 0.125% per annum on the undrawn and unexpired amount of each Letter of Credit, payable quarterly in arrears on each L/C Fee Payment Date after the issuance date date. All such fees shall be payable in U.S. Dollars and, in the case of such fees with respect to any Letter of Credit denominated in Euros, shall be calculated on the basis of the Dollar Equivalent Amount of such Letter of Credit. (b) In addition to the foregoing fees, each Borrower shall pay or reimburse each the respective 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 issued by for the account of such Issuing Lender for itBorrower. (c) All amounts due under this Section 3.3 shall be payable in U.S. Dollars.

Fees and Other Charges. (a) Each The Borrower will pay a fee on the actual daily undrawn and unexpired amount of all outstanding Letters of Credit issued for its account at a per annum rate equal to the Applicable Margin then in effect with respect to Eurodollar Loans, shared ratably among the Tranche 1 Revolving Lenders and payable quarterly in arrears on each L/C Fee Payment Date after the issuance date and date; such fee with respect to each Letter of Credit denominated in US any currency other than Dollars shall be payable in Dollars, Euros or Canadian Dollars based on and for purposes of calculating the amount of such fee applicable to each Letter of Credit denominated in any currency in which each other than Dollars, the actual daily undrawn and unexpired amount of such Letter of Credit is denominated. Such fee shall be the Dollar Equivalent of such amount calculated on at the aggregate undrawn face amount Exchange Rate as of the outstanding Letters of Credit on a daily basis during each quarterly or other period for which payment is maderelevant L/C Fee Payment Date. In addition, each the Borrower shall pay to each the Issuing Lender for its own account a fronting fee to be agreed upon with such Issuing Lender of 0.125% per annum on the actual daily undrawn and unexpired amount of each Letter of Credit issued by such Issuing Lender for itCredit, payable quarterly in arrears on each L/C Fee Payment Date after the issuance date date; such fee with respect to each Letter of Credit denominated in any currency other than Dollars shall be payable in Dollars, and for purposes of calculating the amount of such fee applicable to each Letter of Credit denominated in any currency other than Dollars, the actual daily undrawn and unexpired amount of such Letter of CreditCredit shall be the Dollar Equivalent of such amount calculated at the Exchange Rate as of the relevant L/C Fee Payment Date. (b) In addition to the foregoing fees, each the Borrower shall pay or reimburse each the Issuing Lender for such normal and customary costs and expenses as are incurred or charged by such the Issuing Lender in issuing, negotiating, effecting payment under, amending or otherwise administering any Letter of Credit issued by such Issuing Lender for itCredit.

Fees and Other Charges. (a) Each The Borrower will pay a fee on all outstanding Letters of Credit issued for its account at a per annum rate equal to (i) with respect to Revolving Letters of Credit the Applicable Margin then in effect with respect to Eurodollar Loans under the Revolving Facility, shared ratably among the Revolving Lenders and (ii) with respect to Tranche B-1 Letters of Credit, the Applicable Margin with respect to Tranche B-1 Loans, shared ratably among the Tranche 1 B-1 Lenders. Such fees shall be payable (A) with respect to Revolving Lenders and payable Letters of Credit, quarterly in arrears on each L/C Fee Payment Date after the issuance date and in US Dollars, Euros or Canadian Dollars based on the currency in which each such Letter of Credit is denominated. Such fee shall be calculated on the aggregate undrawn face amount of the outstanding (B) with respect to Tranche B-1 Letters of Credit Credit, monthly in arrears on a daily basis during each quarterly or other period for which payment is madeL/C Fee Payment Date after the issuance date. In addition, each the Borrower shall pay to each the Issuing Lender for its own account a fronting fee to be in an amount per annum separately agreed upon with such the Issuing Lender on the undrawn and unexpired amount of each Letter of Credit issued by such Issuing Lender for itCredit, payable (v) with respect to Revolving Letters of Credit, quarterly in arrears on each L/C Fee Payment Date after the issuance date of such Letter and (v) with respect to Tranche B-1 Letters of Credit, monthly in arrears on each L/C Fee Payment Date after the issuance date. (b) In addition to the foregoing fees, each the Borrower shall pay or reimburse each the Issuing Lender for such normal and customary costs and expenses as are incurred or charged by such the Issuing Lender in issuing, negotiating, effecting payment under, amending or otherwise administering any Letter of Credit issued by such Issuing Lender for itCredit.

Fees and Other Charges. (a) Each The Borrower will pay a fee on the aggregate daily average drawable amount of all outstanding Letters of Credit issued for its the Borrower’s account at a per annum rate equal to the Applicable Margin then in effect with respect to Eurodollar LoansEurocurrency Loans under the Revolving Credit Facility, shared ratably among the Tranche 1 LC/Swing Line Revolving Lenders in accordance with their respective LC/Swing Line Revolving Percentages and payable quarterly in arrears on each L/C Fee Payment Date after the issuance date and in US Dollars, Euros or Canadian Dollars based on the currency in which each of any such Letter of Credit is denominated. Such fee shall be calculated on the aggregate undrawn face amount of the outstanding Letters of Credit on a daily basis during each quarterly or other period for which payment is madeCredit. In addition, each the Borrower shall pay to each the relevant Issuing Lender for its own account a fronting fee on the aggregate daily average drawable amount of all outstanding Letters of Credit issued for the Borrower’s account by such Issuing Lender of an amount to be agreed upon with such by the Borrower and the relevant Issuing Lender on the undrawn and unexpired amount of each Letter of Credit issued by such Issuing Lender for itLender, payable quarterly in arrears on each L/C Fee Payment Date after such terms as are agreed to by the issuance date of such Letter of CreditBorrower and the Issuing Lender. (b) In addition to the foregoing fees, each 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 issued by such Issuing Lender for itthe Borrower’s account.

Fees and Other Charges. (ai) Each The Borrower will pay to the Administrative Agent, for the account of the Tranche A Lenders, a fee on all the stated amount of each outstanding Letters Tranche A Letter of Credit issued at (ii) The Borrower will pay to the Administrative Agent, for its the account of the Tranche B Lenders, a fee on the stated amount of each outstanding Tranche B Letter of Credit at a per annum rate equal to the Applicable Margin then in effect from time to time with respect to Eurodollar Loans, shared ratably among the Tranche 1 Revolving B Lenders in accordance with their respective Tranche B Aggregate Exposure Percentages and payable quarterly in arrears on each L/C Fee Payment Date after the issuance date and in US Dollars, Euros or Canadian Dollars based on the currency in which each such Letter of Credit is denominated. Such fee shall be calculated on the aggregate undrawn face amount of the outstanding Letters of Credit on a daily basis during each quarterly or other period for which payment is made. In addition, each Borrower shall pay to each Issuing Lender for its own account a fronting fee to be agreed upon with such Issuing Lender on the undrawn and unexpired amount of each Letter of Credit issued by such Issuing Lender for it, payable quarterly in arrears on each L/C Fee Payment Date after the issuance date of such Tranche B Letter of Credit. (b) In addition The Borrower shall pay to the foregoing feesIssuing Bank, for its own account, a fronting fee at the rate of 0.10% per annum on the undrawn and unexpired amount of each Letter of Credit issued by it, payable in arrears on each L/C Fee Payment Date after the issuance date. In addition, the Borrower shall pay or reimburse each the Issuing Lender Bank on demand for such normal and customary fees and costs and expenses as are incurred or charged by such the Issuing Lender Bank in issuing, negotiating, effecting payment under, amending amending, cancelling or otherwise administering any Letter of Credit issued by Credit. A schedule of such Issuing Lender for itnormal and customary fees and costs is attached as Schedule 2.3(b).

Fees and Other Charges. (a) Each Borrower 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 its such Borrower's account at a per annum rate equal to the Applicable Margin then in effect with respect to Eurodollar LoansLoans under the Revolving Credit Facility, to be shared ratably among the Tranche 1 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 and in US Dollars, Euros or Canadian Dollars based on the currency in which each such Letter of Credit is denominated. Such fee shall be calculated on the aggregate undrawn face amount of the outstanding Letters of Credit on a daily basis during each quarterly or other period for which payment is madedate. In addition, each Borrower shall pay to each the relevant Issuing Lender for its own account a fronting fee to be agreed upon with such Issuing Lender on the undrawn and unexpired aggregate drawable amount of each Letter all outstanding Letters of Credit issued by such Issuing Lender for itsuch Borrower's account at a rate to be agreed upon by such Borrower and such Issuing Lender, payable quarterly in arrears on each L/C Fee Payment Date after the date of issuance date of such Letter of Credit. (b) In addition to the foregoing fees, each the relevant 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 issued by such Issuing Lender for itCredit.

Fees and Other Charges. (a) Each The Borrower will pay a fee on the ---------------------- aggregate drawable amount of all outstanding Letters of Credit issued for its account at a per annum rate equal to the Applicable Margin then in effect with respect to Eurodollar LoansLoans under the Revolving Credit Facility, shared ratably among the Tranche 1 Revolving Credit Lenders and payable quarterly in arrears on each L/C Fee Payment Date after the issuance date. (b) The Borrower shall pay to the Issuing Lender, a fronting fee with respect to each Letter of Credit, computed for the period from the last L/C Fee Payment Date to the date upon which such payment is due hereunder at a rate per annum to be agreed upon between the Borrower and in US Dollarsthe Issuing Lender, Euros or Canadian Dollars based calculated on the currency in which each basis of a 365- (or 366-, as the case may be) day year, of the aggregate amount available to be drawn under such Letter of Credit on the date on which such fee is denominatedcalculated. Such fee fronting fees shall be calculated on the aggregate undrawn face amount of the outstanding Letters of Credit on a daily basis during each quarterly or other period for which payment is made. In addition, each Borrower shall pay to each Issuing Lender for its own account a fronting fee to be agreed upon with such Issuing Lender on the undrawn and unexpired amount of each Letter of Credit issued by such Issuing Lender for it, payable quarterly in arrears on each L/C Fee Payment Date after the issuance date of such Letter of Creditand shall be nonrefundable. (bc) In addition to the foregoing fees, each the Borrower shall pay or reimburse each the Issuing Lender for such normal and customary costs and expenses as are incurred or charged by such the Issuing Lender in issuing, negotiating, effecting payment under, amending or otherwise administering any Letter of Credit issued by such Issuing Lender for itCredit.

Fees and Other Charges. (a) Each The Borrower or any Foreign Borrower, as applicable, will pay a fee on the aggregate drawable amount of all outstanding Multicurrency Letters of Credit issued for its account at a per annum rate equal to the Applicable Margin then in effect with respect to Eurodollar LoansLoans under the Multicurrency Revolving Credit Facility, shared ratably among the Tranche 1 Multicurrency Revolving Credit Lenders in accordance with their respective Multicurrency Revolving Credit Percentages and payable quarterly in arrears on each L/C Fee Payment Date after the issuance date and in US Dollars, Euros or Canadian Dollars based on the currency in which each such Letter of Credit is denominated. Such fee shall be calculated on the aggregate undrawn face amount of the outstanding Letters of Credit on a daily basis during each quarterly or other period for which payment is made. In addition, each Borrower shall pay to each Issuing Lender for its own account a fronting fee to be agreed upon with such Issuing Lender on the undrawn and unexpired amount of each Letter of Credit issued by such Issuing Lender for it, payable quarterly in arrears on each L/C Fee Payment Date after the issuance date of such Multicurrency Letter of Credit. In addition, the Borrower or any Foreign Borrower, as applicable, shall pay to the relevant Multicurrency Issuing Lender for its own account a fronting fee on the aggregate drawable amount of all outstanding Multicurrency Letters of Credit issued by it of 1/8 of 1% per annum, payable quarterly in arrears on each L/C Fee Payment Date after the issuance of date of such Multicurrency Letter of Credit. (b) In addition to the foregoing fees, each the Borrower or any Foreign Borrower, as applicable, shall pay or reimburse each Multicurrency Issuing Lender for such normal and customary costs and expenses as are incurred or charged by such Multicurrency Issuing Lender in issuing, negotiating, effecting payment under, amending or otherwise administering any Multicurrency Letter of Credit issued by such Issuing Lender for itCredit.

Fees and Other Charges. (a) Each The Borrower will pay a fee on the aggregate drawable amount of all outstanding Letters of Credit issued for its account at a per annum rate equal to the Applicable Margin then in effect with respect to Eurodollar LoansLoans under the Revolving Credit Facility, shared ratably among the Tranche 1 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 and in US Dollars, Euros or Canadian Dollars based on the currency in which each such Letter of Credit is denominated. Such fee shall be calculated on the aggregate undrawn face amount of the outstanding Letters of Credit on a daily basis during each quarterly or other period for which payment is madedate. In addition, each the Borrower shall pay to each the relevant Issuing Lender for its own account a fronting fee to be agreed upon with such Issuing Lender on the undrawn and unexpired aggregate drawable amount of each Letter all outstanding Letters of Credit issued by such Issuing Lender for itit of 1/4 of 1% per annum, payable quarterly in arrears on each L/C Fee Payment Date after the issuance date of such date. Such fees and commissions shall be payable in Dollars, notwithstanding that a Letter of CreditCredit may be denominated in any Designated Foreign Currency. In respect of a Letter of Credit denominated in any Designated Foreign Currency, such fees and commissions shall be converted into Dollars at the Spot Rate of Exchange on the date on which they are paid (or, if such date is not a Business Day, at the Spot Rate of Exchange on the Business Day next preceding such date). (b) In addition to the foregoing fees, each 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 issued by such Issuing Lender for itCredit.

Fees and Other Charges. (a) Each Borrower The Company will pay a fee on (the “Letter of Credit Fee”) for the account of each L/C Participant with respect to (i) prior to December 3, 2009, its Aggregate Domestic Revolving Percentage and (ii) from and after December 3, 2009, its 2013 Domestic Revolving Percentage, in each case of the average daily undrawn and unexpired amount of all outstanding Letters of Credit issued for its account during each Fee Payment Period at a per annum rate equal to the Applicable Margin then in effect with respect to Eurodollar LoansEurocurrency Loans under the applicable Domestic Revolving Facility, shared ratably among (x) prior to December 3, 2009, the Tranche 1 Domestic Revolving Lenders and (y) on and after December 3, 2009, the 2013 Domestic Revolving Lenders, payable quarterly in arrears on for each L/C Fee Payment Date after the issuance date and in US Dollars, Euros or Canadian Dollars based Period on the currency in which each such Letter of Credit is denominated. Such fee shall be calculated on the aggregate undrawn face amount of the outstanding Letters of Credit on a daily basis during each quarterly or other period for which payment is maderelated Fee Payment Date. In addition, each Borrower the Company shall pay to each Issuing Lender for its own account a fronting fee to be in an amount agreed upon separately with such each Issuing Lender on the average daily undrawn and unexpired amount of each Letter of Credit issued by such Issuing Lender for it(other than any Existing Letter of Credit) during each Fee Payment Period, payable quarterly in arrears on for each L/C Fee Payment Date after Period on the issuance date related Fee Payment Date. For the purposes of the foregoing calculations, the average daily undrawn and unexpired amount of any Letter of Credit denominated in an Optional Currency for any Fee Payment Period shall be calculated by multiplying (i) the average daily undrawn and unexpired amount of such Letter of Credit. Credit (b) In addition to expressed in the foregoing fees, each Borrower shall pay or reimburse each Issuing Lender for Optional Currency in which such normal and customary costs and expenses as are incurred or charged by such Issuing Lender in issuing, effecting payment under, amending or otherwise administering any Letter of Credit issued is denominated) by (ii) the Exchange Rate for each such Optional Currency in effect on the first Business Day of the related Fee Payment Period or by such Issuing Lender for itother method that the Administrative Agent and the Company may agree.

Fees and Other Charges. (a) Each The Borrower will pay a fee on all outstanding North American Letters of Credit issued for its account at a per annum rate equal to the Applicable Margin (or, in the case of non-financial letters of credit (as determined by the relevant North American Issuing Lender in its sole discretion), two-thirds of the Applicable Margin) then in effect with respect to (i) Eurodollar LoansLoans under the North American Revolving Facility, in the case of North American Letters of Credit denominated in Dollars, or (ii) Bankers’ Acceptances under the North American Revolving Facility, in the case of North American Letters of Credit denominated in Canadian Dollars, in each case shared ratably among the Tranche 1 North American Revolving Lenders and payable quarterly in arrears on each L/C Fee Payment Date after the issuance date and in US Dollars, Euros or Canadian Dollars based on the currency in which each such Letter of Credit is denominated. Such fee shall be calculated on the aggregate undrawn face amount of the outstanding Letters of Credit on a daily basis during each quarterly or other period for which payment is madedate. In addition, each the Borrower shall pay to each North American Issuing Lender for its own account a fronting fee to be agreed upon with for each North American Letter of Credit issued by such North American Issuing Lender in an amount equal to the greater of (i) $500 per annum and (ii) 0.20% per annum on the undrawn and unexpired amount of each such North American Letter of Credit issued by such Issuing Lender for itCredit, in each case payable quarterly in arrears on each L/C Fee Payment Date after the issuance date of and on the date that such North American Letter of CreditCredit expires or is cancelled in full and returned. (b) In addition to the foregoing fees, each the Borrower shall pay or reimburse each North American Issuing Lender for such normal and customary costs and expenses as are incurred or charged by such the North American Issuing Lender in issuing, negotiating, effecting payment under, amending or otherwise administering any North American Letter of Credit issued by such Issuing Lender for itCredit.

Fees and Other Charges. (a) Each The Borrower will pay a fee on the aggregate drawable amount of all outstanding Letters of Credit issued for its account (other than any such Letters of Credit that have been fully cash collateralized as required by this Agreement pursuant to terms satisfactory to the Issuing Lender) at a per annum rate equal to the Applicable Margin then in effect with respect to Eurodollar LoansLoans under the Revolving Credit Facility, shared ratably among the Tranche 1 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 and in US Dollars, Euros or Canadian Dollars based on the currency in which each such Letter of Credit is denominated. Such fee shall be calculated on the aggregate undrawn face amount of the outstanding Letters of Credit on a daily basis during each quarterly or other period for which payment is madedate. In addition, each the Borrower shall pay to each the relevant Issuing Lender for its own account a fronting fee to be agreed upon with such Issuing Lender on the undrawn and unexpired aggregate drawable amount of each Letter all outstanding Letters of Credit issued by it at a rate per annum agreed upon between the Borrower and such Issuing Lender for itLender, payable quarterly in arrears on each L/C Fee Payment Date after the issuance date of such Letter of Creditdate. (b) In addition to the foregoing fees, each 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 issued by such Issuing Lender for itCredit.

Fees and Other Charges. (a) Each The Borrower or any Foreign Borrower, as applicable, will pay a fee on the aggregate drawable amount of all outstanding Multicurrency Letters of Credit issued for its account at a per annum rate equal to the Applicable Margin then in effect with respect to Eurodollar LoansLoans under the Multicurrency Revolving Credit Facility, shared ratably among the Tranche 1 Multicurrency Revolving Credit Lenders in accordance with their respective Multicurrency Revolving Credit Percentages and payable quarterly in arrears on each L/C Fee Payment Date after the issuance date and in US Dollars, Euros or Canadian Dollars based on the currency in which each of such Multicurrency Letter of Credit is denominated. Such fee shall be calculated on the aggregate undrawn face amount of the outstanding Letters of Credit on a daily basis during each quarterly or other period for which payment is madeCredit. In addition, each the Borrower or any Foreign Borrower, as applicable, shall pay to each the relevant Multicurrency Issuing Lender for its own account a fronting fee to be agreed upon with such Issuing Lender on the undrawn and unexpired aggregate drawable amount of each Letter all outstanding Multicurrency Letters of Credit issued by such Issuing Lender for itit of 1/8 of 1% per annum, payable quarterly in arrears on each L/C Fee Payment Date after the issuance date of such Multicurrency Letter of Credit. (b) In addition to the foregoing fees, each the Borrower or any Foreign Borrower, as applicable, shall pay or reimburse each Multicurrency Issuing Lender for such normal and customary costs and expenses as are incurred or charged by such Multicurrency Issuing Lender in issuing, negotiating, effecting payment under, amending or otherwise administering any Multicurrency Letter of Credit issued by such Issuing Lender for itCredit.

Fees and Other Charges. (a) Each Borrower The Company will pay a fee on (the “Letter of Credit Fee”) for the account of each L/C Participant with respect to its 2019 Domestic Revolving Percentage of the average daily undrawn and unexpired amount of all outstanding Letters of Credit issued for its account during each Fee Payment Period at a per annum rate equal to the Applicable Margin then in effect with respect to Eurodollar LoansEurocurrency Loans under the applicable Domestic Revolving Facility, shared ratably among the Tranche 1 2019 Domestic Revolving Lenders and Lenders, payable quarterly in arrears on for each L/C Fee Payment Date after the issuance date and in US Dollars, Euros or Canadian Dollars based Period on the currency in which each such Letter of Credit is denominated. Such fee shall be calculated on the aggregate undrawn face amount of the outstanding Letters of Credit on a daily basis during each quarterly or other period for which payment is maderelated Fee Payment Date. In addition, each Borrower the Company shall pay to each Issuing Lender for its own account a fronting fee to be in an amount agreed upon separately with such each Issuing Lender on the average daily undrawn and unexpired amount of each Letter of Credit issued by such Issuing Lender for it(other than any Existing Letter of Credit) during each Fee Payment Period, payable quarterly in arrears on for each L/C Fee Payment Date after Period on the issuance date related Fee Payment Date. For the purposes of the foregoing calculations, the average daily undrawn and unexpired amount of any Letter of Credit denominated in an Optional Currency for any Fee Payment Period shall be calculated by multiplying (i) the average daily undrawn and unexpired amount of such Letter of Credit. Credit (b) In addition to expressed in the foregoing fees, each Borrower shall pay or reimburse each Issuing Lender for Optional Currency in which such normal and customary costs and expenses as are incurred or charged by such Issuing Lender in issuing, effecting payment under, amending or otherwise administering any Letter of Credit issued is denominated) by (ii) the Exchange Rate for each such Optional Currency in effect on the first Business Day of the related Fee Payment Period or by such Issuing Lender for itother method that the Administrative Agent and the Company may agree.

Fees and Other Charges. (a) Each Borrower The Company and, if ------------------------------------ relevant, the L/C Subsidiary, jointly and severally, will pay a fee on all outstanding US$ Letters of Credit issued for its account at a per annum rate equal to the Applicable Margin then in effect with respect to Eurodollar LoansLoans under the US$ Revolving Credit Facility, shared ratably among the Tranche 1 US$ Revolving Credit Lenders and payable quarterly in arrears on each L/C Fee Payment Date after the issuance date date. The Company and, if relevant, the L/C Subsidiary, jointly and in US Dollarsseverally, Euros or Canadian Dollars based will pay a fee on the currency in which each such Letter of Credit is denominated. Such fee shall be calculated on the aggregate undrawn face amount of the all outstanding Supplemental Letters of Credit at a per annum rate equal to the Applicable Margin then in effect with respect to Eurodollar Loans under the Supplemental Revolving Credit Facility, shared ratably among the Supplemental Revolving Credit Lenders and payable quarterly in arrears on a daily basis during each quarterly or other period for which payment is madeL/C Fee Payment Date after the issuance date. In addition, each Borrower the Company and, if relevant, the L/C Subsidiary, jointly and severally, shall pay to each the relevant Issuing Lender for its own account a fronting fee in an amount to be agreed upon with such by the Company and the relevant Issuing Lender on the undrawn and unexpired amount of each Letter of Credit issued by such Issuing Lender for itCredit, payable quarterly in arrears on each L/C Fee Payment Date after the issuance date of such Letter of Creditdate. (b) In addition to the foregoing fees, each Borrower the Company and, if relevant, the L/C Subsidiary, jointly and severally, 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 issued by such Issuing Lender for itCredit.

Fees and Other Charges. (a) Each applicable Borrower will pay a fee on all outstanding Letters of Credit (with respect to any Existing Letters of Credit denominated in a Foreign Currency, based on the Dollar Equivalent thereof) issued for its the account of such Borrower (or for the joint and several account of such Borrower and any Subsidiary) at a per annum rate equal to the Applicable Margin then in effect with respect to Eurodollar LoansLoans under the Revolving Facility, shared ratably among the Tranche 1 Revolving Lenders and Lenders. Such fees shall be payable quarterly in arrears on each L/C Fee Payment Date after the issuance date and in US Dollars, Euros or Canadian Dollars based on the currency in which each such Letter of Credit is denominated. Such fee shall be calculated on the aggregate undrawn face amount of the outstanding Letters of Credit on a daily basis during each quarterly or other period for which payment is madedate. In addition, each applicable Borrower shall pay to each the relevant Issuing Lender for its own account a fronting fee to be in an amount per annum separately agreed upon with such Issuing Lender on the undrawn and unexpired amount of each Letter of Credit issued by such Issuing Lender for itthe account of such Borrower (or for the joint and several account of such Borrower and any Subsidiary), payable quarterly in arrears on each L/C Fee Payment Date after the issuance date of such Letter of Creditdate. (b) In addition to the foregoing fees, each applicable 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 issued by for the account of such Issuing Lender Borrower (or for itthe joint and several account of such Borrower and any Subsidiary).

Fees and Other Charges. (a) Each The Borrower will pay a fee on all outstanding Letters of Credit issued for its account at a per annum rate equal to the Applicable Margin then in effect with respect to Eurodollar Eurocurrency Loans, shared ratably among the Tranche 1 Revolving Lenders according to their respective average daily L/C Participation Amounts and payable quarterly in arrears on each L/C Fee Payment Date after the issuance date and in US Dollars, Euros or Canadian Dollars based on the currency in which each such Letter of Credit is denominated. Such fee shall be calculated on the aggregate undrawn face amount respect of the outstanding related Fee Payment Period during which such Letters of Credit on a daily basis during each quarterly or other period for which payment is madewere outstanding. In addition, each the Borrower shall pay to each the Issuing Lender for its own account a fronting fee equal to be agreed upon with such Issuing Lender the greater of (x) 0.20% per annum on the undrawn and unexpired amount of each Letter of Credit issued by such Issuing Lender for itit or (y) $500 per annum, in the case of either clause (x) or (y), payable quarterly in arrears on each Fee Payment Date in respect of the related Fee Payment Period during which such Letters of Credit were outstanding. For the purposes of the foregoing calculations, the average daily undrawn and unexpired amount of any Letter of Credit denominated in an L/C Foreign Currency during any Fee Payment Date after Period shall be calculated by multiplying (i) the issuance date average daily undrawn and unexpired amount of such Letter of CreditCredit (expressed in the L/C Foreign Currency in which such Letter of Credit is denominated) during such period by (ii) the Exchange Rate for each such L/C Foreign Currency in effect on the Fee Payment Date or by such other method that the Administrative Agent and the Borrower may agree. (b) In addition to the foregoing fees, each the Borrower shall pay or reimburse each the Issuing Lender for such normal and customary costs and expenses as are incurred or charged by such the Issuing Lender in issuing, negotiating, effecting payment under, amending or otherwise administering any Letter of Credit issued by such Issuing Lender for itCredit.

Fees and Other Charges. (ai) Each The Borrower will pay to (x) Extended Revolving Lenders a participation fee on the Total Extended Revolving Percentage at such time of the actual daily outstanding amount all outstanding Letters of Credit issued for its account at a per annum rate equal to the Applicable Margin then in effect with respect to Extended Revolving Loans that are Eurodollar Loans, shared ratably among the Tranche 1 Extended Revolving Lenders and payable quarterly in arrears on each L/C Fee Payment Date after the issuance date and in US Dollars, Euros or Canadian Dollars based (y) Non-Extended Revolving Lenders a participation fee on the currency in which each Total Non-Extended Revolving Percentage at such Letter time of Credit is denominated. Such fee shall be calculated on the aggregate undrawn face actual daily outstanding amount of the outstanding all Letters of Credit at a per annum rate equal to the Applicable Margin then in effect with respect to Non-Extended Revolving Loans that are Eurodollar Loans, shared ratably among the Non-Extended Revolving Lenders and payable quarterly in arrears on a daily basis during each quarterly or other period for which payment is madeFee Payment Date after the issuance date. In addition, each the Borrower shall pay to each the Issuing Lender Bank for its own account a fronting fee to be agreed upon with such Issuing Lender of 0.125% per annum on the undrawn and unexpired face amount of each Letter of Credit issued by such the Issuing Lender for itBank, payable quarterly in arrears on each L/C Fee Payment Date after the issuance date of such Letter of Creditdate. (bii) In addition to the foregoing fees, each the Borrower shall pay or the Issuing Bank its standard fees charged with respect to, and reimburse each the Issuing Lender Bank for such normal and customary its out-of-pocket costs and expenses as are incurred or charged by such Issuing Lender in connection with, issuing, negotiating, effecting payment under, amending or otherwise administering any Letter of Credit issued by such the Issuing Lender for itBank.

Fees and Other Charges. (a) Each Borrower The Company will pay a fee on all outstanding Letters of Credit issued for its account at a per annum rate equal to the Applicable Margin then in effect with respect to Eurodollar LoansEurocurrency Loans under the Revolving Facility, shared ratably among the Tranche 1 Revolving Lenders and payable quarterly in arrears on each L/C Fee Payment Date after the issuance date and in US Dollars, Euros or Canadian Dollars based on the currency in which each such Letter of Credit is denominated. Such fee shall be calculated on the aggregate undrawn face amount of the outstanding Letters of Credit on a daily basis during each quarterly or other period for which payment is madedate. In addition, each Borrower the Company shall pay to each the Issuing Lender for its own account a fronting fee to be agreed upon with such Issuing Lender of 0.125% per annum on the undrawn and unexpired amount of each Letter of Credit issued by such Issuing Lender for itCredit, payable quarterly in arrears on each L/C Fee Payment Date after the issuance date of such Letter of Creditdate. (b) In addition to the foregoing fees, each Borrower the Company shall pay or reimburse each the Issuing Lender for such normal and customary costs and expenses as are incurred or charged by such the Issuing Lender in issuing, negotiating, effecting payment under, amending or otherwise administering any Letter of Credit issued Credit, including any losses to an Issuing Lender resulting from the use of the Exchange Rate hereunder (as compared to such Issuing Lender’s spot rate of exchange in the interbank market where its foreign currency exchange operations in respect of such applicable Alternative Currency are then being conducted (calculated at the time that any applicable conversion based on the Exchange Rate is made hereunder)) in connection with any reimbursement by the Company, any payment by an L/C Participant to such Issuing Lender for itor any fronting fee paid by the Company to any Issuing Lender, in an amount equal to such difference (if any).

Fees and Other Charges. (a) Each Borrower will pay a fee on all outstanding Letters of Credit issued for its account at a per annum rate equal to the Applicable Margin then in effect with respect to Eurodollar Loans, shared ratably among the Tranche 1 Revolving Lenders and payable quarterly in arrears on each L/C Fee Payment Date after the issuance date and in US Dollars, Euros Dollars or Canadian Dollars based on the currency in which each such Letter of Credit is denominated. Such fee shall be calculated on the aggregate undrawn face amount of the outstanding Letters of Credit on a daily basis during each quarterly or other period for which payment is made. In addition, each Borrower shall pay to each Issuing Lender for its own account a fronting fee to be agreed upon with such Issuing Lender on the undrawn and unexpired amount of each Letter of Credit issued by such Issuing Lender for it, payable quarterly in arrears on each L/C Fee Payment Date after the issuance date of such Letter of Credit. (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, effecting payment under, amending or otherwise administering any Letter of Credit issued by such Issuing Lender for it.

Fees and Other Charges. (a) Each The Borrower will pay a fee on all outstanding Letters of Credit issued for its account at a per annum rate equal to the Applicable Margin then in effect with respect to Eurodollar Eurocurrency Loans, shared ratably among the Tranche 1 Revolving Lenders according to their respective average daily L/C Participation Amounts and payable quarterly in arrears on each L/C Fee Payment Date after the issuance date and in US Dollars, Euros or Canadian Dollars based on the currency in which each such Letter of Credit is denominated. Such fee shall be calculated on the aggregate undrawn face amount respect of the outstanding related Fee Payment Period during which such Letters of Credit on a daily basis during each quarterly or other period for which payment is madewere outstanding. In addition, each the Borrower shall pay to each the Issuing Lender for its own account a fronting fee equal to be agreed upon with such Issuing Lender the greater of (x) 0.20% per annum on the undrawn and unexpired amount of each Letter of Credit issued by such Issuing Lender for itit or (y) $500, in the case of either clause (x) or (y), payable quarterly in arrears on each Fee Payment Date in respect of the related Fee Payment Period during which such Letters of Credit were outstanding. For the purposes of the foregoing calculations, the average daily undrawn and unexpired amount of any Letter of Credit denominated in an L/C Foreign Currency during any Fee Payment Date after Period shall be calculated by multiplying (i) the issuance date average daily undrawn and unexpired amount of such Letter of CreditCredit (expressed in the L/C Foreign Currency in which such Letter of Credit is denominated) during such period by (ii) the Exchange Rate for each such L/C Foreign Currency in effect on the Fee Payment Date or by such other method that the Administrative Agent and the Borrower may agree. (b) In addition to the foregoing fees, each the Borrower shall pay or reimburse each the Issuing Lender for such normal and customary costs and expenses as are incurred or charged by such the Issuing Lender in issuing, negotiating, effecting payment under, amending or otherwise administering any Letter of Credit issued by such Issuing Lender for itCredit.

Fees and Other Charges. (a) Each The Borrower will shall pay to the ---------------------- Administrative Agent, for the account of the applicable Issuing Lender and the L/C Participants, a letter of credit fee on all outstanding Letters with respect to each Letter of Credit issued payable in Dollars, computed for its account the period from and including the date of issuance of such Letter of Credit to the expiration date of such Letter of Credit at a rate per annum rate equal to the Applicable Margin then in effect with respect during such period for Eurocurrency Loans that are Revolving Credit Loans (on the basis of the actual number of days elapsed over a 360-day year) on the aggregate face amount of Letters of Credit outstanding during such period, payable in arrears on each L/C Fee Payment Date and on the Revolving Credit Termination Date. Such fee shall be payable to Eurodollar Loans, the Administrative Agent to be shared ratably among the Tranche 1 Revolving Credit Lenders and in accordance with their respective Revolving Credit Percentages. In addition, the Borrower shall pay to the applicable Issuing Lender, for its own account, a fee equal to 0.25% per annum on the aggregate face amount of outstanding Letters of Credit, payable in Dollars quarterly in arrears on each L/C Fee Payment Date after the issuance date and in US Dollars, Euros or Canadian Dollars based on the currency in which each such Letter of Revolving Credit is denominated. Such fee shall be Termination Date and calculated on the aggregate undrawn face amount basis of the outstanding Letters actual number of Credit on days elapsed over a daily basis during each quarterly or other period for which payment is made. In addition, each Borrower shall pay to each Issuing Lender for its own account a fronting fee to be agreed upon with such Issuing Lender on the undrawn and unexpired amount of each Letter of Credit issued by such Issuing Lender for it, payable quarterly in arrears on each L/C Fee Payment Date after the issuance date of such Letter of Credit360-day year. (b) In addition to the foregoing fees, each 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 issued by such Issuing Lender for itCredit.

Fees and Other Charges. (a) Each The Parent Borrower will pay a fee on all outstanding Letters of Credit issued for its account at a per annum rate equal to the Applicable Margin then in effect with respect to Eurodollar LoansEurocurrency Loans under the Revolving Facility, shared ratably among the Tranche 1 Revolving Lenders and payable quarterly in arrears on each L/C Fee Payment Date after the issuance date and in US Dollars, Euros or Canadian Dollars based on the currency in which each such Letter of Credit is denominated. Such fee shall be calculated on the aggregate undrawn face amount of the outstanding Letters of Credit on a daily basis during each quarterly or other period for which payment is madedate. In addition, each the Parent Borrower shall pay to each the Issuing Lender for its own account a fronting fee to be agreed upon with such Issuing Lender of 0.125% per annum on the undrawn and unexpired amount of each Letter of Credit issued by such Issuing Lender for itCredit, payable quarterly in arrears on each L/C Fee Payment Date after the issuance date of such Letter of Creditdate. (b) In addition to the foregoing fees, each the Parent Borrower shall pay or reimburse each the Issuing Lender for such normal and customary costs and expenses as are incurred or charged by such the Issuing Lender in issuing, negotiating, effecting payment under, amending or otherwise administering any Letter of Credit. (c) Notwithstanding anything to the contrary contained in this Agreement, for purposes of calculating any fees payable on any Letter of Credit issued by denominated in a foreign currency in respect of any Business Day, the Administrative Agent shall convert the amount available to be drawn under any Letter of Credit denominated in foreign currency into an amount of Dollars based upon the relevant Exchange Rate in effect for such day. The Issuing Lender agrees to notify the Administrative Agent of the average daily outstanding amount of any Letter of Credit denominated in a foreign currency for itany period in respect of which fees are payable and, upon request by the Administrative Agent, for any other date or period. For all purposes of this Agreement, determinations by the Administrative Agent of the Dollar Equivalent of any amount expressed in a foreign currency shall be made on the basis of Exchange Rates reset monthly (or on such other periodic basis as shall be selected by the Administrative Agent in its sole discretion) and shall in each case be conclusive absent manifest error.

Fees and Other Charges. (a) Each The Borrower will pay a fee on all outstanding Letters of Credit issued for its account at a per annum rate equal to the Applicable Margin then in effect with respect to Eurodollar LoansLoans under the Revolving Facility, shared ratably among the Tranche 1 Revolving Lenders and payable quarterly in arrears on each L/C Fee Payment Date after the issuance date and in US Dollars, Euros or Canadian Dollars based on the currency in which each such any Letter of Credit is denominated. Such fee shall be calculated on the aggregate undrawn face amount of the outstanding Letters of Credit on a daily basis during each quarterly or other period for which payment is madeissued. In addition, each the Borrower shall pay to each the Issuing Lender for its own account a fronting fee to be agreed upon with such Issuing Lender on the undrawn and unexpired amount of each Letter of Credit issued by such Issuing Lender for itequal to 0.30% per annum, payable quarterly in arrears on each L/C Fee Payment Date after the issuance date of such any Letter of CreditCredit is issued. (b) In addition to the foregoing fees, each the Borrower shall promptly pay or reimburse each the Issuing Lender for such normal and customary costs and expenses as are incurred or charged by such the Issuing Lender in issuing, negotiating, effecting payment under, amending or otherwise administering any Letter of Credit issued by such upon receipt of an invoice. The Issuing Lender for itwill provide the Administrative Agent a copy of the Letter of Credit fees, charges and expenses charged by the Issuing Lender by facsimile or as otherwise agreed on or about the 10th Business Day of each month.

Fees and Other Charges. (a) Each The applicable Borrower will pay to the Administrative Agent, for the account of the Lenders, a fee on all outstanding Letters the undrawn and unexpired face amount (calculated, in the case of any Letter of Credit denominated in Pounds Sterling, on the basis of the Exchange Rate in effect on the date payment of such fee is due) of each Letter of Credit issued for on its account behalf at a per annum rate equal to the Applicable Margin then in effect with respect to Eurodollar Loans, shared ratably among the Tranche 1 Revolving Lenders and . Such fees shall be payable quarterly in arrears on each L/C Fee Payment Date after the issuance date and date. The Administrative Agent will promptly pay to the Lenders their pro rata shares of any amounts received from the Borrowers in US Dollars, Euros or Canadian Dollars based on the currency in which each respect of any such Letter of Credit is denominated. Such fee shall be calculated on the aggregate undrawn face amount of the outstanding Letters of Credit on a daily basis during each quarterly or other period for which payment is made. In addition, each fees. (b) The applicable Borrower shall pay to each Issuing Lender for its own account a fronting fee to be at a rate per annum as agreed upon with between such Borrower and such Issuing Lender on the undrawn and unexpired amount of each Letter of Credit issued by such Issuing Lender for iton its behalf, payable quarterly in arrears on each L/C Fee Payment Date after the issuance date of such Letter of Creditdate. (bc) In addition to the foregoing fees, each the applicable 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 issued by such Issuing Lender for itCredit.

Fees and Other Charges. (a) Each The Borrower will pay a fee on the aggregate drawable amount of all outstanding Letters of Credit issued for its account at a per annum rate equal to the Applicable Margin then in effect with respect to Eurodollar LoansLoans under the Revolving Credit Facility (less the percentage per annum at which the Fronting Fee is paid in respect of such Letter of Credit), shared ratably among the Tranche 1 Revolving Credit Lenders in accordance with their respective Revolving Credit Percentages in effect on each day in respect of which such fee accrues and payable quarterly in arrears on each L/C Fee Payment Date after the issuance date and in US Dollars, Euros or Canadian Dollars based on the currency in which each such Letter of Credit is denominated. Such fee shall be calculated on the aggregate undrawn face amount of the outstanding Letters of Credit on a daily basis during each quarterly or other period for which payment is madedate. In addition, each the Borrower shall pay to each the relevant Issuing Lender for its own account a fronting fee to be agreed upon with such Issuing Lender (the "Fronting Fee") on the undrawn and unexpired aggregate drawable amount of each Letter all outstanding Letters of Credit issued by such Issuing Lender for itit calculated at a rate per annum equal to 0.25%, payable quarterly in arrears on each L/C Fee Payment Date after the issuance date of such Letter of CreditIssuance Date. (b) In addition to the foregoing fees, each 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 issued by such Issuing Lender for itCredit.