Common use of Fronting Fee and Documentary and Processing Charges Payable to L/C Issuers Clause in Contracts

Fronting Fee and Documentary and Processing Charges Payable to L/C Issuers. Borrower shall pay directly to each L/C Issuer, for its own account, a fronting fee in an amount specified in the applicable Fee Letter executed by Borrower and such L/C Issuer, or such other amount as may be agreed upon by Borrower and such L/C Issuer, or, with respect to commercial L/Cs, in an amount agreed upon by Borrower and such L/C Issuers. Such fronting fee shall be due and payable (i) with respect to standby L/Cs, on the tenth Business Day after the end of each January, April, July, and October in respect of the most recently-ended quarterly period (or portion thereof, in the case of the first payment), commencing with the first such date to occur after the issuance of such L/C, on the L/C Expiration Date, and thereafter on demand, or (ii) with respect to commercial L/Cs, upon the issuance thereof and with respect to any amendment increasing the amount of such commercial L/C, on the amount of such increase, and payable upon the effectiveness of such amendment. For purposes of computing the daily amount available to be drawn under any L/C, the amount of such L/C shall be determined in accordance with Section 1.7. In addition, Borrower shall pay directly to the applicable L/C Issuer for its own account, in Dollars the customary issuance, presentation, amendment, and other processing fees, and other standard costs and charges of such L/C Issuer relating to letters of credit as from time to time in effect. Such customary fees and standard costs and charges are due and payable on demand and are nonrefundable.

Fronting Fee and Documentary and Processing Charges Payable to L/C Issuers. Borrower KBR shall pay directly to each L/C Issuer, Issuer for its own account, account a fronting fee in an amount specified in the applicable Fee Dollars (i) with respect to each Commercial Letter executed of Credit issued by Borrower and such L/C Issuer, or at a rate from time to time agreed in writing with the Borrower, computed on the Dollar Equivalent amount of such other Letter of Credit, and payable upon the issuance thereof, (ii) with respect to any amendment of a Commercial Letter of Credit issued by such L/C Issuer increasing the amount as may be of such Letter of Credit, at a rate from time to time agreed upon by in writing between the Borrower and the applicable L/C Issuer, computed on the Dollar Equivalent amount of such increase, and payable upon the effectiveness of such amendment, and (iii) with respect to each Financial Letter of Credit and Performance Letter of Credit issued by such L/C Issuer, orat a rate per annum from time to time agreed in writing with KBR, with respect computed on the Dollar Equivalent of the daily amount available to commercial L/Cs, be drawn under such Letter of Credit on a quarterly basis in an amount agreed upon by Borrower and such L/C Issuersarrears. Such fronting fee shall be due and payable (i) with respect to standby L/Cs, on the tenth Business Day after the end of each JanuaryMarch, AprilJune, July, September and October December in respect of the most recently-ended quarterly period (or portion thereof, in the case of the first payment), commencing with the first such date to occur after the issuance of such L/CLetter of Credit, on the L/C Letter of Credit Expiration Date, Date and thereafter on demand, or (ii) with respect to commercial L/Cs, upon the issuance thereof and with respect to any amendment increasing the amount of such commercial L/C, on the amount of such increase, and payable upon the effectiveness of such amendment. For purposes of computing the daily amount available to be drawn under any L/CLetter of Credit, the amount of such L/C Letter of Credit shall be determined in accordance with Section 1.71.09. In addition, the Borrower shall pay directly to the applicable each L/C Issuer for its own account, in Dollars Dollars, the customary issuance, presentation, amendment, amendment and other processing fees, and other standard costs and charges charges, of such each L/C Issuer relating to letters of credit as from time to time in effect. Such customary fees and standard costs and charges are due and payable on demand and are nonrefundable.

Fronting Fee and Documentary and Processing Charges Payable to L/C Issuers. The applicable Borrower shall pay directly to each the applicable L/C Issuer, Issuer for its own account, in Dollars, a fronting fee in an amount (i) with respect to each commercial Letter of Credit, at the rate specified in the Fee Letter, computed on the Dollar Equivalent of the amount of such Letter of Credit, and payable upon the issuance thereof, (ii) with respect to any amendment of a commercial Letter of Credit increasing the amount of such Letter of Credit, at a rate separately agreed between the applicable Fee Letter executed by Borrower and such L/C Issuer, or computed on the Dollar Equivalent of the amount of such other amount as may be agreed increase, and payable upon by Borrower the effectiveness of such amendment, and such L/C Issuer, or, (iii) with respect to commercial L/Cseach standby Letter of Credit, at the rate per annum specified in an the Fee Letter, computed on the Dollar Equivalent of the daily amount agreed upon by Borrower and available to be drawn under such L/C IssuersLetter of Credit on a quarterly basis in arrears. Such fronting fee shall be due and payable (i) with respect to standby L/Cs, on the tenth Business Day after the end of each JanuaryMarch, AprilJune, July, September and October December in respect of the most recently-ended recently‑ended quarterly period (or portion thereof, in the case of the first payment), commencing with the first such date to occur after the issuance of such L/CLetter of Credit, on the L/C Letter of Credit Expiration Date, Date and thereafter on demand, or (ii) with respect to commercial L/Cs, upon the issuance thereof and with respect to any amendment increasing the amount of such commercial L/C, on the amount of such increase, and payable upon the effectiveness of such amendment. For purposes of computing the daily amount available to be drawn under any L/CLetter of Credit, the amount of such L/C Letter of Credit shall be determined in accordance with Section 1.71.09. In addition, the applicable Borrower shall pay directly to the applicable L/C Issuer for its own account, in Dollars Dollars, the customary issuance, presentation, amendment, amendment and other processing fees, and other standard costs and charges charges, of such L/C Issuer relating to letters of credit as from time to time in effect. Such customary fees and standard costs and charges are due and payable on demand and are nonrefundable.

Fronting Fee and Documentary and Processing Charges Payable to L/C Issuers. Borrower The Company shall pay directly to each L/C Issuer, Issuer for its own account, account a fronting fee in an amount specified in the applicable Fee Letter executed by Borrower and such L/C Issuer, or such other amount as may be agreed upon by Borrower and such L/C Issuer, or, with respect to commercial L/Cseach Letter of Credit issued by it, at the rate of 1⁄4 of 1.00% per annum (but in no event less than $500 per annum for each Letter of Credit) (i) with respect to each Trade Letter of Credit, computed on the amount of such Letter of Credit, and payable upon the issuance thereof, (ii) with respect to any amendment of a Trade Letter of Credit increasing the amount or extending the term of such Trade Letter of Credit, computed on the amount of such increase, and payable upon the effectiveness of such amendment (provided that the $500 per annum minimum set forth in the previous parenthetical shall not apply to an amendment of a Trade Letter of Credit), and (iii) with respect to each Standby Letter of Credit, computed on the daily amount agreed upon by Borrower and available to be drawn under such L/C IssuersStandby Letter of Credit on a quarterly basis in arrears. Such fronting fee shall be due and payable (i) with respect to standby L/Cs, on the tenth Business Day after the end of each JanuaryMarch, AprilJune, July, September and October December in respect of the most recently-ended quarterly period (or portion thereof, in the case of the first payment), commencing with the first such date to occur after the issuance of such L/CLetter of Credit, on the L/C Letter of Credit Expiration Date, Date and thereafter on demand, or (ii) with respect to commercial L/Cs, upon the issuance thereof and with respect to any amendment increasing the amount of such commercial L/C, on the amount of such increase, and payable upon the effectiveness of such amendment. For purposes of computing the daily amount available to be drawn under any L/CLetter of Credit, the amount of such L/C Letter of Credit shall be determined in accordance with Section 1.71.06. In addition, Borrower the Company shall pay directly to the applicable each L/C Issuer for its own account, in Dollars account the customary issuance, presentation, amendment, amendment and other processing fees, and other standard costs and charges charges, of such L/C Issuer relating to letters of credit as from time to time in effect. Such customary fees and standard costs and charges are due and payable on demand and are nonrefundable.

Fronting Fee and Documentary and Processing Charges Payable to L/C Issuers. Borrower The applicable Borrowers shall pay directly to each the applicable L/C Issuer, Issuer for its own account, account a fronting fee in an amount specified in (i) with respect to each commercial Letter of Credit, at a rate per annum equal to 0.125% (or such other rate separately agreed between the applicable Fee Borrowers and the L/C Issuers), computed on the Dollar Equivalent of the amount of such Letter executed by Borrower of Credit, and payable upon the issuance thereof, (ii) with respect to any amendment of a commercial Letter of Credit increasing the amount of such Letter of Credit, at a rate separately agreed between the applicable Borrowers and such L/C Issuer, computed on the Dollar Equivalent of the amount of such increase, and payable upon the effectiveness of such amendment, and (iii) with respect to each standby Letter of Credit, at a rate per annum equal to 0.125% (or such other amount as may be rate separately agreed upon by Borrower between the applicable Borrowers and such L/C Issuer, or, with respect to commercial L/Cs, in an amount agreed upon by Borrower and such the L/C Issuers), computed on the Dollar Equivalent of the daily amount available to be drawn under such Letter of Credit on a quarterly basis in arrears. Such fronting fee shall be due and payable on or prior to the date that is ten (i10) with respect to standby L/Cs, on the tenth Business Day after the end of Days following each January, April, July, and October in respect of the most recently-ended quarterly period (or portion thereof, in the case of the first payment)fiscal quarter end, commencing with the first such date to occur after the issuance of such L/CLetter of Credit, on the L/C Letter of Credit Expiration Date, Date and thereafter on demand, or (ii) with respect to commercial L/Cs, upon the issuance thereof and with respect to any amendment increasing the amount of such commercial L/C, on the amount of such increase, and payable upon the effectiveness of such amendment. For purposes of computing the daily amount available to be drawn under any L/CLetter of Credit, the amount of such L/C Letter of Credit shall be determined in accordance with Section 1.71.06. In addition, Borrower the applicable Borrowers shall pay directly to the applicable L/C Issuer for its own account, in Dollars Dollars, the customary issuance, presentation, amendment, amendment and other processing fees, and other standard costs and charges charges, of such L/C Issuer relating to letters of credit as from time to time in effect. Such customary fees and standard costs and charges are due and payable on demand and are nonrefundable.

Fronting Fee and Documentary and Processing Charges Payable to L/C Issuers. The Borrower shall pay directly to each the applicable L/C Issuer, Issuer for its own account, account a fronting fee in an (i) with respect to each commercial Letter of Credit, equal to 0.125% per annum times the maximum stated amount specified in of such Letter of Credit, and payable upon the applicable Fee issuance thereof, (ii) with respect to any amendment of a commercial Letter executed by of Credit increasing the amount of such Letter of Credit, at a rate separately agreed between the Borrower and such L/C Issuer, or computed on the amount of such other amount as may be increase, and payable upon the effectiveness of such amendment, and (iii) with respect to each standby Letter of Credit, at the rate per annum equal to the percentage separately agreed upon by between the Borrower and such L/C Issuer, or, with respect computed on the daily amount available to commercial L/Cs, be drawn under such Letter of Credit on a quarterly basis in an amount agreed upon by Borrower and such L/C Issuersarrears. Such fronting fee for such standby Letters of Credit shall be due and payable (i) with respect to standby L/Cs, on no later than the tenth Business Day after the end of each JanuaryMarch, AprilJune, July, September and October December in respect of the most recently-recently ended quarterly period (or portion thereof, in the case of the first payment), commencing with the first such date to occur after the issuance of such L/CLetter of Credit, on the L/C Expiration Date, Maturity Date and thereafter on demand, or (ii) with respect to commercial L/Cs, upon the issuance thereof and with respect to any amendment increasing the amount of such commercial L/C, on the amount of such increase, and payable upon the effectiveness of such amendment. For purposes of computing the daily amount available to be drawn under any L/CLetter of Credit, the amount of such L/C Letter of Credit shall be determined in accordance with Section 1.71.06. In addition, the Borrower shall pay directly to the applicable L/C Issuer for its own account, in Dollars the customary issuance, presentation, amendment, amendment and other processing fees, and other standard costs and charges charges, of such L/C Issuer relating to letters of credit as from time to time in effect. Such customary fees and standard costs and charges are due and payable on within ten (10) Business Days after written demand therefor (accompanied by a reasonably detailed invoice therefor) and are nonrefundable.

Fronting Fee and Documentary and Processing Charges Payable to L/C Issuers. Borrower The Company shall pay directly to each the applicable L/C Issuer, Issuer for its own account, account a fronting fee in an (i) with respect to each commercial Letter of Credit, equal to a percentage per annum separate agreed between the Company and such L/C Issuer times the Dollar Equivalent of the maximum stated amount specified in of such Letter of Credit, and payable upon the applicable Fee issuance thereof, (ii) with respect to any amendment of a commercial Letter executed by Borrower of Credit increasing the amount of such Letter of Credit, at a rate separately agreed between the Company and such L/C Issuer, or computed on the Dollar Equivalent of the amount of such other amount as may be increase, and payable upon the effectiveness of such amendment, and (iii) with respect to each standby Letter of Credit, at the rate per annum equal to the percentage separately agreed upon by Borrower between the Company and such L/C Issuer, or, with respect computed on the Dollar Equivalent of the daily amount available to commercial L/Cs, be drawn under such Letter of Credit on a quarterly basis in an amount agreed upon by Borrower and such L/C Issuersarrears. Such fronting fee shall be due and payable (i) with respect to standby L/Cs, on no later than the tenth Business Day after the end of each January, April, July, and October in respect fiscal quarter end of the Company in the most recently-recently- ended quarterly period (or portion thereof, in the case of the first payment), commencing with the first such date to occur after the issuance of such L/CLetter of Credit, on the L/C Expiration Date, Maturity Date and thereafter on demand, or (ii) with respect to commercial L/Cs, upon the issuance thereof and with respect to any amendment increasing the amount of such commercial L/C, on the amount of such increase, and payable upon the effectiveness of such amendment. For purposes of computing the daily amount available to be drawn under any L/CLetter of Credit, the amount of such L/C Letter of Credit shall be determined in accordance with Section 1.71.06. In addition, Borrower the Company shall pay directly to the applicable L/C Issuer for its own account, in Dollars Dollars, the customary issuance, presentation, amendment, amendment and other processing fees, and other standard costs and charges charges, of such L/C Issuer relating to letters of credit as from time to time in effect. Such customary fees and standard costs and charges are due and payable on demand and are nonrefundable.

Fronting Fee and Documentary and Processing Charges Payable to L/C Issuers. Borrower The Company shall pay directly to each L/C Issuer, Issuer for its own account, account a fronting fee in an amount specified in the applicable Fee Letter executed by Borrower and such L/C Issuer, or such other amount as may be agreed upon by Borrower and such L/C Issuer, or, with respect to commercial L/Cseach Letter of Credit issued by it, at the rate of 1⁄4 of 1.00% per annum (but in no event less than $500 per annum for each Letter of Credit) (i) with respect to each Trade Letter of Credit, computed on the amount of such Letter of Credit, and payable upon the issuance thereof, (ii) with respect to any amendment of a Trade Letter of Credit increasing the amount of such Trade Letter of Credit, computed on the amount of such increase, and payable upon the effectiveness of such amendment (provided, that the $500 per annum minimum set forth in the previous parenthetical shall not apply to an amendment of a Trade Letter of Credit), and (iii) with respect to each Standby Letter of Credit, computed on the daily amount agreed upon by Borrower and available to be drawn under such L/C IssuersStandby Letter of Credit on a quarterly basis in arrears. Such fronting fee shall be due and payable (i) with respect to standby L/Cs, on the tenth Business Day after the end of each JanuaryMarch, AprilJune, July, September and October December in respect of the most recently-ended quarterly period (or portion thereof, in the case of the first payment), commencing with the first such date to occur after the issuance of such L/CLetter of Credit, on the L/C Letter of Credit Expiration Date, Date and thereafter on demand, or (ii) with respect to commercial L/Cs, upon the issuance thereof and with respect to any amendment increasing the amount of such commercial L/C, on the amount of such increase, and payable upon the effectiveness of such amendment. For purposes of computing the daily amount available to be drawn under any L/CLetter of Credit, the amount of such L/C Letter of Credit shall be determined in accordance with Section 1.71.06. In addition, Borrower the Company shall pay directly to the applicable each L/C Issuer for its own account, in Dollars account the customary issuance, presentation, amendment, amendment and other processing fees, and other standard costs and charges charges, of such L/C Issuer relating to letters of credit as from time to time in effect. Such customary fees and standard costs and charges are due and payable on demand and are nonrefundable.

Fronting Fee and Documentary and Processing Charges Payable to L/C Issuers. The applicable Borrower shall pay directly to the relevant L/C Issuer for its own account, in Dollars, a fronting fee (i) with respect to each commercial Letter of Credit issued for the account of a Borrower or any of its Subsidiaries, at the rate per annum as separately agreed between the relevant Borrower and the relevant L/C Issuer, for its own accountcomputed on the Dollar Equivalent of the amount of such Letter of Credit, and payable upon the issuance thereof, (ii) with respect to any amendment of a fronting fee in an commercial Letter of Credit increasing the amount specified in of such Letter of Credit, at a rate separately agreed between the applicable Fee Letter executed by relevant Borrower and such the relevant L/C Issuer, computed on the Dollar Equivalent of the amount of such increase, and payable upon the effectiveness of such amendment, and (iii) with respect to each standby Letter of Credit issued for the account of a Borrower or any of its Subsidiaries, at the rate per annum as separately agreed between such other amount as may be agreed upon by Borrower and such the relevant L/C Issuer, or, with respect computed on the Dollar Equivalent of the daily amount available to commercial L/Cs, be drawn under such Letter of Credit on a quarterly basis in an amount agreed upon by Borrower and such L/C Issuersarrears. Such fronting fee shall be due and payable (i) with respect to standby L/Cs, on the tenth first Business Day after following the end last day of each JanuaryMarch, AprilJune, July, September and October in respect of the most recently-ended quarterly period (or portion thereof, in the case of the first payment)December, commencing with the first such date to occur after the issuance of such L/CLetter of Credit, on the L/C Letter of Credit Expiration Date, Date and thereafter on demand, or (ii) with respect to commercial L/Cs, upon the issuance thereof and with respect to any amendment increasing the amount of such commercial L/C, on the amount of such increase, and payable upon the effectiveness of such amendment. For purposes of computing the daily amount available to be drawn under any L/CLetter of Credit, the amount of such L/C Letter of Credit shall be determined in accordance with Section 1.71.09. In addition, the applicable Borrower shall pay directly to the applicable L/C Issuer for its own account, in Dollars Dollars, the customary issuance, presentation, amendment, amendment and other processing fees, and other standard costs and charges charges, of such the applicable L/C Issuer relating to letters of credit as from time to time in effect. Such customary fees and standard costs and charges are due and payable on within three Business Days of demand and are nonrefundable.

Fronting Fee and Documentary and Processing Charges Payable to L/C Issuers. The Borrower shall pay directly to each the applicable L/C Issuer, Issuer for its own account, account a fronting fee in an amount specified in (i) with respect to each commercial Letter of Credit, at a rate per annum equal to the applicable Fee Letter executed by percentage separately agreed upon between the Borrower and such L/C Issuer, or computed on the amount of such other Letter of Credit, and payable upon the issuance thereof, (ii) with respect to any amendment of a commercial Letter of Credit increasing the amount as may be of such Letter of Credit, at a rate separately agreed upon by between the Borrower and such L/C Issuer, orcomputed on the amount of such increase, and payable upon the effectiveness of such amendment, and (iii) with respect to commercial L/Cseach standby Letter of Credit, in an amount at the rate per annum equal to the percentage separately agreed upon by between the Borrower and such L/C IssuersIssuer, computed on the daily amount available to be drawn under such Letter of Credit on a quarterly basis in arrears. Such fronting fee shall be due and payable (i) with respect to standby L/Cs, on the tenth Business Day after the end of each JanuaryMarch, AprilJune, July, September and October December in respect of the most recently-ended quarterly period (or portion thereof, in the case of the first payment), commencing with the first such date to occur after the issuance of such L/CLetter of Credit, on the L/C Expiration Date, Maturity Date and thereafter on demand, or (ii) with respect to commercial L/Cs, upon the issuance thereof and with respect to any amendment increasing the amount of such commercial L/C, on the amount of such increase, and payable upon the effectiveness of such amendment. For purposes of computing the daily amount available to be drawn under any L/CLetter of Credit, the amount of such L/C Letter of Credit shall be determined in accordance with Section 1.71.06. In addition, the Borrower shall pay directly to the applicable L/C Issuer for its own account, in Dollars account the customary issuance, presentation, amendment, amendment and other processing fees, and other standard costs and charges charges, of such L/C Issuer relating to letters of credit as from time to time in effect. Such customary fees and standard costs and charges are due and payable on demand and are nonrefundable.

Fronting Fee and Documentary and Processing Charges Payable to L/C Issuers. Borrower shall pay directly to each L/C Issuer, for its own account, a fronting fee in an amount specified in the applicable Fee Letter executed by Borrower and such L/C Issuer, or such other amount as may be agreed upon by Borrower ▇▇▇▇▇▇▇▇ and such L/C Issuer, or, with respect to commercial L/Cs, in an amount agreed upon by Borrower and such L/C Issuers. Such fronting fee shall be due and payable (i) with respect to standby L/Cs, on the tenth Business Day after the end of each January, April, July, and October in respect of the most recently-ended quarterly period (or portion thereof, in the case of the first payment), commencing with the first such date to occur after the issuance of such L/C, on the L/C Expiration Date, and thereafter on demand, or (ii) with respect to commercial L/Cs, upon the issuance thereof and with respect to any amendment increasing the amount of such commercial L/C, on the amount of such increase, and payable upon the effectiveness of such amendment. For purposes of computing the daily amount available to be drawn under any L/C, the amount of such L/C shall be determined in accordance with Section 1.7. In addition, Borrower shall pay directly to the applicable L/C Issuer for its own account, in Dollars the customary issuance, presentation, amendment, and other processing fees, and other standard costs and charges of such L/C Issuer relating to letters of credit as from time to time in effect. Such customary fees and standard costs and charges are due and payable on demand and are nonrefundable.

Fronting Fee and Documentary and Processing Charges Payable to L/C Issuers. The Borrower shall pay directly to each L/C Issuer, Issuer for its own account, account a fronting fee in an (i) with respect to each commercial Letter of Credit issued by it, at the rate of 0.125%, computed on the amount specified in of such Letter of Credit, and payable upon the applicable Fee issuance thereof, (ii) with respect to any amendment of a commercial Letter executed by of Credit, at a rate separately agreed between the Borrower and such L/C Issuer, or such other amount as may be agreed upon by Borrower and such L/C Issuer, or, with respect to commercial L/Cs, in an amount agreed upon by Borrower and such L/C Issuers. Such fronting fee shall be due and payable (i) with respect to standby L/Cs, on the tenth Business Day after the end of each January, April, July, and October in respect of the most recently-ended quarterly period (or portion thereof, in the case of the first payment), commencing with the first such date to occur after the issuance of such L/C, on the L/C Expiration Date, and thereafter on demand, or (ii) with respect to commercial L/Cs, upon the issuance thereof and with respect to any amendment increasing the amount of such commercial L/C, computed on the amount of such increase, and payable upon the effectiveness of such amendment. For purposes , and (iii) with respect to each standby Letter of computing Credit issued by it equal to 0.125% per annum of the daily maximum amount then available to be drawn under any L/C, such Letter of Credit (whether or not such maximum amount is then in effect under such Letter of Credit if such maximum amount increases periodically pursuant to the amount terms of such L/C Letter of Credit). Such fronting fees described in clause (iii) shall be determined computed on a quarterly basis in accordance arrears. Such fronting fees described in clause (iii) shall be due and payable on the last Business Day of each March, June, September and December, commencing with Section 1.7the first such date to occur after the issuance of such Letter of Credit, on the Letter of Credit Expiration Date and thereafter on demand. In addition, the Borrower shall pay directly to the applicable each L/C Issuer for its own account, in Dollars account the customary issuance, presentation, amendment, amendment and other processing fees, and other standard costs and charges charges, of such L/C Issuer relating to letters of credit as from time to time in effect. Such customary fees and standard costs and charges are due and payable on within ten (10) Business Days of demand and are nonrefundable.

Fronting Fee and Documentary and Processing Charges Payable to L/C Issuers. Borrower (i) Each U.S. Borrower, in the case of the Letters of Credit issued for the account of a U.S. Borrower, hereby jointly and severally agrees, and (ii) each Canadian Borrower, in the case of the Letters of Credit issued for the account of a Canadian Borrower, hereby jointly and severally agrees, in each case, shall pay directly to each the applicable L/C Issuer, Issuer for its own account, account a fronting fee in an (x) with respect to each commercial and standby Letter of Credit, at a rate per annum equal to 0.125%, computed on the amount specified in of such Letter of Credit, and payable upon the applicable Fee issuance thereof, and (y) with respect to any amendment of a commercial Letter executed by Borrower of Credit increasing the amount of such Letter of Credit, at a rate separately agreed between the Borrowers and such L/C Issuer, or computed on the amount of such other amount as may be agreed increase, and payable upon by Borrower and the effectiveness of such L/C Issuer, or, with respect to commercial L/Cs, in an amount agreed upon by Borrower and such L/C Issuersamendment. Such fronting fee shall be due and payable (i) with respect to standby L/Cs, on the tenth Business Day after the end first day of each January, April, July, July and October in respect of the most recently-ended quarterly period (or portion thereof, in the case of the first payment), commencing with the first such date to occur after the issuance of such L/CLetter of Credit, on the L/C Expiration Date, Maturity Date and thereafter on demand, or (ii) with respect to commercial L/Cs, upon the issuance thereof and with respect to any amendment increasing the amount of such commercial L/C, on the amount of such increase, and payable upon the effectiveness of such amendment. For purposes of computing the daily amount available to be drawn under any L/CLetter of Credit, the amount of such L/C Letter of Credit shall be determined in accordance with Section 1.71.10. In addition, with respect to any Letter of Credit issued for the account of a Borrower, such Borrower shall pay directly to the applicable L/C Issuer for its own account, in Dollars account the customary issuance, presentation, amendment, amendment and other processing fees, and other standard costs and charges charges, of such L/C Issuer relating to letters of credit as from time to time in effect. Such customary fees and standard costs and charges are due and payable on demand and are nonrefundable.

Fronting Fee and Documentary and Processing Charges Payable to L/C Issuers. The Borrower shall pay directly to each the L/C Issuer, Issuer for its own account, account a fronting fee in an with respect to each commercial and standby Letter of Credit, at the rate per annum equal to (x) with respect to each commercial and standby Letter of Credit, at a rate per annum equal to 0.125%, computed on the amount specified in of such Letter of Credit, and payable upon the applicable Fee issuance thereof, and (y) with respect to any amendment of a commercial Letter executed by of Credit increasing the amount of such Letter of Credit, at a rate separately agreed between the Borrower and such L/C Issuer, or computed on the amount of such other amount as may be agreed increase, and payable upon by Borrower and the effectiveness of such L/C Issuer, or, with respect to commercial L/Cs, in an amount agreed upon by Borrower and such L/C Issuersamendment. Such fronting fee shall be due and payable (i) with respect to standby L/Cs, on the tenth first Business Day after the end of each January, April, July, July and October in respect of the most recently-ended quarterly period (or portion thereof, in the case of the first payment), commencing with the first such date to occur after the issuance of such L/CLetter of Credit, on the L/C Expiration Date, Maturity Date and thereafter on demand, or (ii) with respect to commercial L/Cs, upon the issuance thereof and with respect to any amendment increasing the amount of such commercial L/C, on the amount of such increase, and payable upon the effectiveness of such amendment. For purposes of computing the daily amount available to be drawn under any L/CLetter of Credit, the amount of such L/C Letter of Credit shall be determined in accordance with Section 1.71.06. In addition, with respect to any Letter of Credit issued for the account of the Borrower, the Borrower shall pay directly to the applicable L/C Issuer for its own account, in Dollars account the customary issuance, presentation, amendment, amendment and other processing fees, and other standard costs and charges charges, of such L/C Issuer relating to letters of credit as from time to time in effect. Such customary fees and standard costs and charges are due and payable on demand and are nonrefundable.

Fronting Fee and Documentary and Processing Charges Payable to L/C Issuers. The Borrower shall pay directly to each the applicable L/C Issuer, Issuer for its own account, account a fronting fee in an (i) with respect to each commercial Letter of Credit, at a rate per annum equal to 0.125% (or such other rate separately agreed between the Borrower and the L/C Issuers), computed on the Dollar Equivalent of the amount specified in of such Letter of Credit, and payable upon the applicable Fee issuance thereof, (ii) with respect to any amendment of a commercial Letter executed by of Credit increasing the amount of such Letter of Credit, at a rate separately agreed between the Borrower and such L/C Issuer, computed on the Dollar Equivalent of the amount of such increase, and payable upon the effectiveness of such amendment, and (iii) with respect to each standby Letter of Credit, at a rate per annum equal to 0.125% (or such other amount as may be rate separately agreed upon by between the Borrower and such L/C Issuer, or, with respect to commercial L/Cs, in an amount agreed upon by Borrower and such the L/C Issuers), computed on the Dollar Equivalent of the daily amount available to be drawn under such Letter of Credit on a quarterly basis in arrears. Such fronting fee shall be due and payable on or prior to the date that is ten (i10) with respect to standby L/Cs, on the tenth Business Day after the end of Days following each January, April, July, and October in respect of the most recently-ended quarterly period (or portion thereof, in the case of the first payment)fiscal quarter end, commencing with the first such date to occur after the issuance of such L/CLetter of Credit, on the L/C Letter of Credit Expiration Date, Date and thereafter on demand, or (ii) with respect to commercial L/Cs, upon the issuance thereof and with respect to any amendment increasing the amount of such commercial L/C, on the amount of such increase, and payable upon the effectiveness of such amendment. For purposes of computing the daily amount available to be drawn under any L/CLetter of Credit, the amount of such L/C Letter of Credit shall be determined in accordance with Section 1.71.06. In addition, the Borrower shall pay directly to the applicable L/C Issuer for its own account, in Dollars Dollars, the customary issuance, presentation, amendment, amendment and other processing fees, and other standard costs and charges charges, of such L/C Issuer relating to letters of credit as from time to time in effect. Such customary fees and standard costs and charges are due and payable on demand and are nonrefundable.

Fronting Fee and Documentary and Processing Charges Payable to L/C Issuers. Borrower shall pay directly to each L/C Issuer, for its own account, a fronting fee in an amount specified in the applicable Fee Letter executed by Borrower and such L/C Issuer, or such other amount as may be agreed upon by Borrower and such L/C Issuer, or, with respect to commercial L/Cs, in an amount agreed upon by Borrower and such L/C Issuers. Such fronting fee shall be due and payable (i) with respect to standby L/Cs, on the tenth Business Day after the end of each January, April, July, and October in respect of the most recently-ended quarterly period (or portion thereof, in the case of the first payment), commencing with the first such date to occur after the issuance of such L/C, on the L/C Expiration Date, and thereafter on demand, or (ii) with respect to commercial L/Cs, upon the issuance thereof and with respect to any amendment increasing the amount of such commercial L/C, on the amount of such increase, and payable upon the effectiveness of such amendment. For purposes of computing the daily amount available to be drawn under any L/C, the amount of such L/C shall be determined in accordance with Section 1.7. In addition, Borrower The Company shall pay directly to the applicable L/C Issuer for its own account, in Dollars Dollars, a fronting fee (i) with respect to each commercial Letter of Credit, at the rate specified in the Bank of America Fee Letter (with respect to Letters of Credit issued by Bank of America) or at the rate separately agreed in writing from time to time between the Company and any other L/C Issuer, computed on the Dollar Equivalent of the amount of such Letter of Credit, and payable upon the issuance thereof, (ii) with respect to any amendment of a commercial Letter of Credit increasing the amount of such Letter of Credit, at a rate separately agreed between the Company and the applicable L/C Issuer, computed on the Dollar Equivalent of the amount of such increase, and payable upon the effectiveness of such amendment, and (iii) with respect to each standby Letter of Credit, at the rate per annum specified in the Bank of America Fee Letter (with respect to Letters of Credit issued by Bank of America) or at the rate separately agreed from time to time between the Company and any other L/C Issuer, computed on the Dollar Equivalent of the daily amount available to be drawn under such Letter of Credit on a quarterly basis in arrears, and due and payable on the first Business Day after the end of each March, June, September and December, commencing with the first such date to occur after the issuance of such Letter of Credit, on the Letter of Credit Expiration Date and thereafter on demand. For purposes of computing the daily amount available to be drawn under any Letter of Credit, the amount of such Letter of Credit shall be determined in accordance with Section 1.09. In addition, the Company shall pay directly to the applicable L/C Issuer for its own account, in Dollars, the customary issuance, presentation, amendment, amendment and other processing fees, and other standard costs and charges charges, of such L/C Issuer relating to letters of credit as from time to time in effect. Such customary fees and standard costs and charges are due and payable on demand and are nonrefundable.

Fronting Fee and Documentary and Processing Charges Payable to L/C Issuers. The Borrower shall pay directly to the applicable L/C Issuer for its own account a fronting fee with respect to each standby Letter of Credit, at the rate per annum specified in (A) (I) the Bank of America Fee Letter, with respect to Bank of America, in its capacity as an L/C Issuer, for (II) the Mizuho Fee Letter, with respect to Mizuho Bank, Ltd., in its own account, a fronting fee in capacity as an amount specified in the applicable Fee Letter executed by Borrower and such L/C Issuer, or such other amount and (III) the Citibank Fee Letter, with respect to Citibank, in its capacity as may be agreed upon by Borrower and such an L/C Issuer, orand (B) as specified in written agreements between the Borrower and the applicable L/C Issuer, with respect to commercial L/Cs, in an amount agreed upon by Borrower and such any L/C IssuersIssuer other than Bank of America, in its capacity as L/C Issuer, computed on the actual daily maximum amount available to be drawn under such Letter of Credit (whether or not such maximum amount is then in effect under such Letter of Credit) and on a quarterly basis in arrears. Such fronting fee shall be due and payable (i) with respect to standby L/Cs, on the tenth Business Day after the end of each JanuaryMarch, AprilJune, July, September and October December in respect of the most recently-ended quarterly period (or portion thereof, in the case of the first (1st) payment), commencing with the first (1st) such date to occur after the issuance of such L/CLetter of Credit, on the L/C Letter of Credit Expiration Date, Date and thereafter on demand, or (ii) with respect to commercial L/Cs, upon the issuance thereof and with respect to any amendment increasing the amount of such commercial L/C, on the amount of such increase, and payable upon the effectiveness of such amendment. For purposes of computing the daily amount available to be drawn under any L/CLetter of Credit, the amount of such L/C Letter of Credit shall be determined in accordance with Section 1.71.06. In addition, the Borrower shall pay directly to the applicable L/C Issuer for its own account, in Dollars account the customary issuance, presentation, amendment, amendment and other processing fees, and other standard costs and charges charges, of such L/C Issuer relating to letters of credit as from time to time in effect. Such customary fees and standard costs and charges are due and payable on demand and are nonrefundable.

Fronting Fee and Documentary and Processing Charges Payable to L/C Issuers. The Borrower shall pay directly to each L/C Issuer, Issuer for its own account, account a fronting fee in an amount specified in the applicable Fee with respect to each Letter executed of Credit issued by Borrower and such L/C Issuer, it equal to 0.125% per annum (or such other amount as may be is agreed upon by Borrower and such in a separate writing between the relevant L/C IssuerIssuer and the Borrower) of the daily maximum amount then available to be drawn under such Letter of Credit (whether or not such maximum amount is then in effect under such Letter of Credit, orif such maximum amount increases periodically pursuant to the terms of such Letter of Credit), provided that in any event the minimum amount of any fronting fee payable in any twelve-month period for each Letter of Credit shall be not less than $500 (it being agreed that, on the day of issuance of any Letter of Credit and on each anniversary thereof prior to the termination or expiration of such Letter of Credit, if $500 will exceed the amount of the applicable fronting fee that will accrue with respect to commercial L/Cssuch Letter of Credit for the immediately succeeding twelve-month period, in an amount agreed upon by Borrower and such L/C Issuers. Such fronting fee the full $500 shall be payable on the date of issuance of such Letter of Credit and on each such anniversary thereof). Except as contemplated by the proviso contained in the immediately preceding sentence, such fronting fees shall be (x) computed on a quarterly basis in arrears and (y) due and payable (i) with respect to standby L/Cs, on the tenth first Business Day after the end of each JanuaryMarch, AprilJune, July, September and October in respect of the most recently-ended quarterly period (or portion thereof, in the case of the first payment)December, commencing with the first such date to occur after the issuance of such L/CLetter of Credit, on the L/C Letter of Credit Expiration Date, Date and thereafter on demand, or (ii) with respect to commercial L/Cs, upon the issuance thereof and with respect to any amendment increasing the amount of such commercial L/C, on the amount of such increase, and payable upon the effectiveness of such amendment. For purposes of computing the daily amount available to be drawn under any L/C, the amount of such L/C shall be determined in accordance with Section 1.7. In addition, the Borrower shall pay directly to the applicable each L/C Issuer for its own account, in Dollars account the customary issuance, presentation, amendment, amendment and other processing fees, and other standard costs and charges charges, of such L/C Issuer relating to letters of credit as from time to time in effect. Such customary fees and standard costs and charges are due and payable on within ten (10) Business Days of demand and are nonrefundable.

Fronting Fee and Documentary and Processing Charges Payable to L/C Issuers. The Borrower shall pay directly to each L/C Issuer, for its own account, a fronting fee in an (i) with 13743030v113743030v2 ​ respect to each commercial Letter of Credit, equal to the rate per annum equal to the percentage separately agreed upon between the Borrower and such L/C Issuer times the maximum stated amount specified in of such Letter of Credit, and payable upon the applicable Fee issuance thereof, (ii) with respect to any amendment of a commercial Letter executed by of Credit increasing the amount of such Letter of Credit, at a rate separately agreed between the Borrower and such L/C Issuer, or computed on the amount of such other amount as may be increase, and payable upon the effectiveness of such amendment, and (iii) with respect to each standby Letter of Credit, at the rate per annum equal to the percentage separately agreed upon by between the Borrower and such L/C Issuer, or, with respect computed on the daily amount available to commercial L/Cs, be drawn under such Letter of Credit on a quarterly basis in an amount agreed upon by Borrower and such L/C Issuersarrears. Such fronting fee shall be due and payable (i) with respect to standby L/Cs, on no later than the tenth (10th) Business Day after the end of each JanuaryMarch, AprilJune, July, September and October December in respect of the most recently-ended quarterly period (or portion thereof, in the case of the first payment), commencing with the first such date to occur after the issuance of such L/CLetter of Credit, on the L/C Expiration Date, Revolving Facility Maturity Date and thereafter on demand, or (ii) with respect to commercial L/Cs, upon the issuance thereof and with respect to any amendment increasing the amount of such commercial L/C, on the amount of such increase, and payable upon the effectiveness of such amendment. For purposes of computing the daily amount available to be drawn under any L/CLetter of Credit, the amount of such L/C Letter of Credit shall be determined in accordance with Section 1.71.06. In addition, the Borrower shall pay directly to the applicable each L/C Issuer Issuer, for its own account, in Dollars the customary issuance, presentation, amendment, amendment and other processing fees, and other standard costs and charges charges, of such L/C Issuer relating to letters of credit as from time to time in effect. Such customary fees and standard costs and charges are due and payable on demand and are nonrefundable.

Fronting Fee and Documentary and Processing Charges Payable to L/C Issuers. The Borrower shall pay directly to each L/C Issuer, Issuer for its own account, account a fronting fee in an amount specified in the applicable Fee Dollars (i) with respect to each Commercial Letter executed of Credit issued by Borrower and such L/C Issuer, or at a rate per annum equal to 0.125% of the daily stated amount of such other Letter of Credit, computed on the Dollar Equivalent amount as may be agreed of such Letter of Credit, and payable upon the issuance thereof, (ii) with respect to any amendment of a Commercial Letter of Credit issued by Borrower such L/C Issuer increasing the amount of such Letter of Credit, at a rate per annum equal to 0.125% of the daily stated amount of such Letter of Credit, computed on the Dollar Equivalent amount of such increase, and payable upon the effectiveness of such amendment, and (iii) with respect to each Financial Letter of Credit issued by such L/C Issuer, orat a rate per annum equal to 0.125%, with respect computed on the Dollar Equivalent of the daily amount available to commercial L/Cs, be drawn under such Letter of Credit on a quarterly basis in an amount agreed upon by Borrower and such L/C Issuersarrears. Such fronting fee shall be due and payable (i) with respect to standby L/Cs, on the tenth Business Day after the end of each JanuaryMarch, AprilJune, July, September and October December in respect of the most recently-ended quarterly period (or portion thereof, in the case of the first payment), commencing with the first such date to occur after the issuance of such L/CLetter of Credit, on the L/C Letter of Credit Expiration Date, Date and thereafter on demand, or (ii) with respect to commercial L/Cs, upon the issuance thereof and with respect to any amendment increasing the amount of such commercial L/C, on the amount of such increase, and payable upon the effectiveness of such amendment. For purposes of computing the daily amount available to be drawn under any L/CLetter of Credit, the amount of such L/C Letter of Credit shall be determined in accordance with Section 1.71.09. In addition, the Borrower shall pay directly to the applicable each L/C Issuer for its own account, in Dollars Dollars, the customary issuance, presentation, amendment, amendment and other processing fees, and other standard costs and charges charges, of such each L/C Issuer relating to letters of credit as from time to time in effect. Such customary fees and standard costs and charges are due and payable on demand and are nonrefundable.

Fronting Fee and Documentary and Processing Charges Payable to L/C Issuers. Borrower The Company shall pay directly to each the applicable L/C Issuer, Issuer for its own account, in Dollars, a fronting fee (i) with respect to each commercial Letter of Credit, at the same rate as set forth in an amount specified in clause (iii) below for standby Letters of Credit or as otherwise separately agreed to between the applicable Fee Letter executed by Borrower Company and such L/C Issuer, or computed on the Dollar Equivalent of the amount of such other amount as may be Letter of Credit, and payable upon the issuance thereof unless otherwise agreed upon by Borrower between the Company and such L/C Issuer, or, (ii) with respect to any amendment of a commercial L/CsLetter of Credit increasing the amount of such Letter of Credit, at the same rate as applied in an amount clause (i) above for the initial issuance of commercial Letters of Credit or as otherwise separately agreed upon by Borrower between the Company and such L/C IssuersIssuer, computed on the Dollar Equivalent of the amount of such increase, and payable upon the effectiveness of such amendment unless otherwise agreed between the Company and such L/C Issuer, and (iii) with respect to each standby Letter of Credit, at the rate per annum specified in the Fee Letter of the applicable institution acting as an L/C Issuer or as otherwise agreed between such L/C Issuer and the Company, computed on the Dollar Equivalent of the daily amount available to be drawn under such Letter of Credit on a quarterly basis in arrears. Such The fronting fee referred to in clause (iii) above shall be due and payable (i) with respect to standby L/Cs, on the tenth last Business Day after the end of each January, April, July, and October fiscal quarter or fiscal year of the Company in respect of the most recently-ended such quarterly period (or portion thereof, in the case of the first payment), commencing with the first such date to occur after the issuance of such L/CLetter of Credit (or, with respect to Existing Letters of Credit, the first such date to occur after the Closing Date), on the L/C Letter of Credit Expiration Date, Date and thereafter on demand, or (ii) with respect to commercial L/Cs, upon the issuance thereof and with respect to any amendment increasing the amount of such commercial L/C, on the amount of such increase, and payable upon the effectiveness of such amendment. For purposes of computing the daily amount available to be drawn under any L/CLetter of Credit, the amount of such L/C Letter of Credit shall be determined in accordance with Section 1.71.09. In addition, Borrower the Company shall pay directly to the applicable L/C Issuer for its own account, in Dollars Dollars, the customary issuance, presentation, amendment, amendment and other processing fees, and other standard costs and charges charges, of such the applicable L/C Issuer relating to letters Letters of credit Credit as from time to time in effect. Such customary fees and standard costs and charges are due and payable on demand and are nonrefundable.

Fronting Fee and Documentary and Processing Charges Payable to L/C Issuers. The Borrower shall pay directly to each the applicable L/C Issuer, Issuer for its own account, in Dollars, a fronting fee in an amount specified in (i) with respect to each commercial Letter of Credit issued for the applicable Fee Letter executed Borrower’s account, at such rates as may be mutually agreed by the Borrower and such L/C Issuer, or (ii) with respect to any amendment of a commercial Letter of Credit increasing the amount of such other amount as may be Letter of Credit, at a rate separately agreed upon by between the Borrower and such L/C Issuer, orcomputed on the Dollar Equivalent of the amount of such increase, and payable upon the effectiveness of such amendment, and (iii) with respect to commercial L/Cseach standby Letter of Credit, in an amount at such rates as may be mutually agreed upon by the Borrower and such L/C IssuersIssuer. Such fronting fee pursuant to clauses (i) and (iii) above shall be due and payable (i) with respect to standby L/Cs, on the tenth last Business Day after the end of each JanuaryMarch, AprilJune, July, September and October December in respect of the most recently-ended quarterly period (or portion thereof, in the case of the first payment), commencing with the first such date to occur after the issuance of such L/CLetter of Credit, on the L/C Letter of Credit Expiration Date, Date and thereafter on demand, or (ii) with respect to commercial L/Cs, upon the issuance thereof and with respect to any amendment increasing the amount of such commercial L/C, on the amount of such increase, and payable upon the effectiveness of such amendment. For purposes of computing the daily amount available to be drawn under any L/CLetter of Credit, the amount of such L/C Letter of Credit shall be determined in accordance with Section 1.71.06. In addition, the Borrower shall pay directly to the applicable L/C Issuer for its own account, in Dollars Dollars, the customary issuance, presentation, amendment, amendment and other processing fees, and other standard costs and charges charges, of such L/C Issuer relating to letters of credit as from time to time in effect. Such customary fees and standard costs and charges are due and payable on demand and are nonrefundable.

Fronting Fee and Documentary and Processing Charges Payable to L/C Issuers. The Borrower shall pay directly to the relevant L/C Issuer for its own account, in Dollars, a fronting fee (i) with respect to each commercial Letter of Credit, equal to the greater of (A) $250.00 or (B) 1/8 of 1% per annum times the Dollar Equivalent of the amount of such Letter of Credit, and payable upon the issuance thereof, (ii) with respect to any amendment of a commercial Letter of Credit increasing the amount of such Letter of Credit, at a rate separately agreed between the Borrower and the relevant L/C Issuer, for its own accountcomputed on the Dollar Equivalent of the amount of such increase, a fronting fee in an amount specified in and payable upon the applicable Fee Letter executed by Borrower effectiveness of such amendment, and such L/C Issuer, or such other amount as may be agreed upon by Borrower and such L/C Issuer, or, (iii) with respect to commercial L/Cseach standby Letter of Credit, at the greater of (A) $250.00 or (B) 1/8 of 1% per annum times the Dollar Equivalent of the daily amount available to be drawn under such Letter of Credit on a quarterly basis in an amount agreed upon by Borrower and such L/C Issuersarrears. Such fronting fee shall be due and payable (i) with respect to standby L/Cs, on the tenth Business Day after the end of each JanuaryMarch, AprilJune, July, September and October December in respect of the most recently-ended quarterly period (or portion thereof, in the case of the first payment), commencing with the first such date to occur after the issuance of such L/CLetter of Credit, on the L/C Letter of Credit Expiration Date, Date and thereafter on demand, or (ii) with respect to commercial L/Cs, upon the issuance thereof and with respect to any amendment increasing the amount of such commercial L/C, on the amount of such increase, and payable upon the effectiveness of such amendment. For purposes of computing the daily amount available to be drawn under any L/CLetter of Credit, the amount of such L/C Letter of Credit shall be determined in accordance with Section 1.71.09. In addition, the Borrower shall pay directly to the applicable relevant L/C Issuer for its own account, in Dollars Dollars, the customary issuance, presentation, amendment, amendment and other processing fees, and other standard costs and charges charges, of such L/C Issuer relating to letters of credit as from time to time in effect. Such customary fees and standard costs and charges are due and payable on demand and are nonrefundable.

Fronting Fee and Documentary and Processing Charges Payable to L/C Issuers. The applicable Borrower shall pay directly to each the relevant L/C Issuer, Issuer for its own account, in Dollars, a fronting fee in an amount specified in the applicable Fee Letter executed by Borrower and such L/C Issuer, or such other amount as may be agreed upon by Borrower and such L/C Issuer, or, with respect to commercial L/Cs, in an amount agreed upon by Borrower and such L/C Issuers. Such fronting fee shall be due and payable (i) with respect to standby L/Cseach commercial Letter of Credit issued for the account of a Borrower or any of its Subsidiaries, on at the tenth Business Day after rate per annum as separately agreed between the end of each January, April, July, relevant Borrower and October in respect of the most recently-ended quarterly period (or portion thereof, in the case of the first payment), commencing with the first such date to occur after the issuance of such L/C, on the relevant L/C Expiration DateIssuer, computed on the Dollar Equivalent of the amount of such Letter of Credit, and thereafter on demandpayable upon the issuance thereof, or (ii) with respect to commercial L/Cs, upon the issuance thereof and with respect to any amendment of a commercial Letter of Credit increasing the amount of such commercial Letter of Credit, at a rate separately agreed between the relevant Borrower and the relevant L/CC Issuer, computed on the Dollar Equivalent of the amount of such increase, and payable upon the effectiveness of such amendment, and (iii) with respect to each standby Letter of Credit issued for the account of a Borrower or any of its Subsidiaries, at the rate per annum as separately agreed between such Borrower and the relevant L/C Issuer, computed on the Dollar Equivalent of the daily amount available to be drawn under such Letter of Credit on a quarterly basis in arrears. Such fronting fee shall be due and payable on the first Business Day following the last day of each March, June, September and December, commencing with the first such date to occur after the issuance 44 ActiveUS 170689984v.4 of such Letter of Credit, on the Letter of Credit Expiration Date and thereafter on demand. For purposes of computing the daily amount available to be drawn under any L/CLetter of Credit, the amount of such L/C Letter of Credit shall be determined in accordance with Section 1.71.09. In addition, the applicable Borrower shall pay directly to the applicable L/C Issuer for its own account, in Dollars Dollars, the customary issuance, presentation, amendment, amendment and other processing fees, and other standard costs and charges charges, of such the applicable L/C Issuer relating to letters of credit as from time to time in effect. Such customary fees and standard costs and charges are due and payable on within three Business Days of demand and are nonrefundable.

Fronting Fee and Documentary and Processing Charges Payable to L/C Issuers. The Borrower shall pay directly to the applicable L/C Issuer for its own account a fronting fee with respect to each standby Letter of Credit, at the rate per annum specified in (A) (1) the Bank of America Fee Letter, with respect to Bank of America, in its capacity as an L/C Issuer, for and (2) the Mizuho Fee Letter, with respect to Mizuho Bank, Ltd., in its own account, a fronting fee in capacity as an amount specified in the applicable Fee Letter executed by Borrower and such L/C Issuer, or such other amount and (B) as may be agreed upon by specified in written agreements between the Borrower and such the applicable L/C Issuer, or, with respect to commercial L/Cs, in an amount agreed upon by Borrower and such any L/C IssuersIssuer other than Bank of America, in its capacity as L/C Issuer, computed on the actual daily maximum amount available to be drawn under such Letter of Credit (whether or not such maximum amount is then in effect under such Letter of Credit) and on a quarterly basis in arrears. Such fronting fee shall be due and payable (i) with respect to standby L/Cs, on the tenth Business Day after the end of each JanuaryMarch, AprilJune, July, September and October December in respect of the most recently-ended quarterly period (or portion thereof, in the case of the first payment), commencing with the first such date to occur after the issuance of such L/CLetter of Credit, on the L/C Letter of Credit Expiration Date, Date and thereafter on demand, or (ii) with respect to commercial L/Cs, upon the issuance thereof and with respect to any amendment increasing the amount of such commercial L/C, on the amount of such increase, and payable upon the effectiveness of such amendment. For purposes of computing the daily amount available to be drawn under any L/CLetter of Credit, the amount of such L/C Letter of Credit shall be determined in accordance with Section 1.71.06. In addition, the Borrower shall pay directly to the applicable L/C Issuer for its own account, in Dollars account the customary issuance, presentation, amendment, amendment and other processing fees, and other standard costs and charges charges, of such L/C Issuer relating to letters of credit as from time to time in effect. Such customary fees and standard costs and charges are due and payable on demand and are nonrefundable.

Fronting Fee and Documentary and Processing Charges Payable to L/C Issuers. The Borrower shall pay directly to each L/C Issuer, Issuer for its own account, account a fronting fee in an with respect to each Letter of Credit issued by it for the account of the Borrower (whether for the benefit of the Borrower or its Subsidiaries) equal to 0.125% per annum (or such other lower amount specified in as may be mutually agreed by the Borrower and the applicable Fee L/C Issuer) of the maximum Dollar Amount available to be drawn under such Letter executed by Borrower and of Credit (whether or not such maximum Dollar Amount is then in effect under such Letter of Credit if such maximum Dollar Amount increases periodically pursuant to the terms of such Letter of Credit) or such lesser fee as may be agreed with such L/C Issuer, or such other amount as may be agreed upon by Borrower and such L/C Issuer, or, with respect to commercial L/Cs, in an amount agreed upon by Borrower and such L/C Issuers. Such fronting fee fees shall be computed on a quarterly basis in arrears. Such fronting fees shall be due and payable (i) with respect to standby L/Cs, on the tenth last Business Day after the end of each JanuaryMarch, AprilJune, July, September and October in respect of the most recently-ended quarterly period (or portion thereof, in the case of the first payment)December, commencing with the first such date to occur after the issuance of such L/CLetter of Credit, on the L/C earlier to occur of the Letter of Credit Expiration Date, Date and thereafter the date on demand, or (ii) with respect to commercial L/Cs, upon which the issuance thereof and with respect to any amendment increasing the amount Revolving Credit Commitment of such commercial L/C, on the amount of such increase, and payable upon the effectiveness of such amendment. For purposes of computing the daily amount available to be drawn under any L/C, the amount of such L/C all Lenders shall be determined in accordance with Section 1.7terminated as provided herein. In addition, the Borrower shall pay directly to the applicable each L/C Issuer for its own account, in Dollars account with respect to each Letter of Credit issued for the account of the Borrower (whether for the benefit of the Parent Borrower or its Subsidiaries) the customary and reasonable issuance, presentation, amendment, amendment and other processing fees, and other standard costs and charges charges, of such L/C Issuer relating to letters of credit as from time to time in effect. Such customary fees and standard costs and charges are due and payable on within 30 days of demand and are nonrefundable.

Fronting Fee and Documentary and Processing Charges Payable to L/C Issuers. Borrower shall pay directly to each L/C Issuer, for its own account, a fronting fee in an amount specified in the applicable Fee Letter executed by Borrower and such L/C Issuer, or such other amount as may be agreed upon by Borrower and such L/C Issuer, or, with respect to commercial L/Cs, in an amount agreed upon by Borrower and such L/C Issuers. Such fronting fee shall be due and payable (i) with respect to standby L/Cs, on the tenth Business Day after the end of each January, April, July, and October in respect of the most recently-ended quarterly period (or portion thereof, in the case of the first payment), commencing with the first such date to occur after the issuance of such L/C, on the L/C Expiration Date, and thereafter on demand, or (ii) with respect to commercial L/Cs, upon the issuance thereof and with respect to any amendment increasing the amount of such commercial L/C, on the amount of such increase, and payable upon the effectiveness of such amendment. For purposes of computing the daily amount available to be drawn under any L/C, the amount of such L/C shall be determined in accordance with Section 1.7. In addition, Borrower The Company shall pay directly to the applicable L/C Issuer for its own account, in Dollars Dollars, a fronting fee (i) with respect to each commercial Letter of Credit, at the rate specified in the Bank of America Fee Letter (with respect to Letters of Credit issued by Bank of America) or at the rate separately agreed from time to time between the Company and any other L/C Issuer, computed on the Dollar Equivalent of the amount of such Letter of Credit, and payable upon the issuance thereof, (ii) with respect to any amendment of a commercial Letter of Credit increasing the amount of such Letter of Credit, at a rate separately agreed between the Company and the applicable L/C Issuer, computed on the Dollar Equivalent of the amount of such increase, and payable upon the effectiveness of such amendment, and (iii) with respect to each standby Letter of Credit, at the rate per annum specified in the Bank of America Fee Letter (with respect to Letters of Credit issued by Bank of America) or at the rate separately agreed from time to time between the Company and any other L/C Issuer, computed on the Dollar Equivalent of the daily amount available to be drawn under such Letter of Credit on a quarterly basis in arrears, and due and payable on the first Business Day after the end of each March, June, September and December, commencing with the first such date to occur after the issuance of such Letter of Credit, on the Letter of Credit Expiration Date and thereafter on demand. For purposes of computing the daily amount available to be drawn under any Letter of Credit, the amount of such Letter of Credit shall be determined in accordance with Section 1.09. In addition, the Company shall pay directly to the applicable L/C Issuer for its own account, in Dollars, the customary issuance, presentation, amendment, amendment and other processing fees, and other standard costs and charges charges, of such L/C Issuer relating to letters of credit as from time to time in effect. Such customary fees and standard costs and charges are due and payable on demand and are nonrefundable.

Fronting Fee and Documentary and Processing Charges Payable to L/C Issuers. The applicable Borrower shall pay directly to the applicable L/C Issuer for its own account a fronting fee (i) with respect to each commercial Letter of Credit, at the rate specified in the Fee Letter or other written agreement between the applicable L/C Issuer and the applicable Borrower, computed on the Dollar Equivalent of the amount of such Letter of Credit, and payable upon the issuance thereof, (ii) with respect to any amendment of a commercial Letter of Credit increasing the amount of such Letter of Credit, at a rate separately agreed between such Borrower and the applicable L/C Issuer, for its own accountcomputed on the Dollar Equivalent of the amount of such increase, a fronting fee in an amount and payable upon the effectiveness of such amendment, and (iii) with respect to each standby Letter of Credit, at the rate per annum specified in the applicable Fee Letter, computed on the Dollar Equivalent of the daily amount available to be drawn under such Letter executed by Borrower of Credit (whether or not such maximum amount is then in effect under such Letter of Credit) and such L/C Issuer, or such other amount as may be agreed upon by Borrower and such L/C Issuer, or, with respect to commercial L/Cs, on a quarterly basis in an amount agreed upon by Borrower and such L/C Issuersarrears. Such fronting fee shall be due and payable (i) with respect to standby L/Cs, on the tenth Business Day after the end of each JanuaryMarch, AprilJune, July, September and October December in respect of the most recently-ended quarterly period (or portion thereof, in the case of the first payment), commencing with the first such date to occur after the issuance of such L/CLetter of Credit, on the L/C Letter of Credit Expiration Date, Date and thereafter on demand, or (ii) with respect to commercial L/Cs, upon the issuance thereof and with respect to any amendment increasing the amount of such commercial L/C, on the amount of such increase, and payable upon the effectiveness of such amendment. For purposes of computing the daily amount available to be drawn under any L/CLetter of Credit, the amount of such L/C Letter of Credit shall be determined in accordance with Section 1.71.06. In addition, the applicable Borrower shall pay directly to the applicable L/C Issuer for its own account, in Dollars account the customary standard issuance, presentation, amendment, amendment and other processing fees, and other standard costs and charges charges, of such L/C Issuer relating to letters of credit as from time to time in effect. Such customary fees and standard costs and charges are due and payable on demand and are nonrefundable.

Fronting Fee and Documentary and Processing Charges Payable to L/C Issuers. The Borrower shall pay directly to each the applicable L/C Issuer, Issuer for its own account, account a fronting fee in an amount specified in with respect to each Letter of Credit issued by it to the applicable Fee Borrower (i) with respect to each commercial Letter executed by of Credit, at a rate per annum equal to the percentage separately agreed upon between the Borrower and such L/C Issuer, or computed on the amount of such other Letter of Credit, and payable upon the issuance thereof, (ii) with respect to any amendment of a commercial Letter of Credit increasing the amount as may be of such Letter of Credit, at a rate separately agreed upon by between the Borrower and such L/C Issuer, or, with respect to commercial L/Cs, in an amount agreed upon by Borrower and such L/C Issuers. Such fronting fee shall be due and payable (i) with respect to standby L/Cs, on the tenth Business Day after the end of each January, April, July, and October in respect of the most recently-ended quarterly period (or portion thereof, in the case of the first payment), commencing with the first such date to occur after the issuance of such L/C, on the L/C Expiration Date, and thereafter on demand, or (ii) with respect to commercial L/Cs, upon the issuance thereof and with respect to any amendment increasing the amount of such commercial L/C, computed on the amount of such increase, and payable upon the effectiveness of such amendment, and (iii) with respect to each standby Letter of Credit, equal to 0.125% per annum of the daily maximum amount then available to be drawn under such Letter of Credit (whether or not such maximum amount is then in effect under such Letter of Credit if such maximum amount increases periodically pursuant to the terms of such Letter of Credit). Such fronting fees shall be computed on a quarterly basis in arrears. For purposes of computing the daily amount available to be drawn under any L/CLetter of Credit, the amount of such L/C Letter of Credit shall be determined in accordance with Section 1.71.09. Such fronting fees shall be due and payable on the first Business Day after the end of each March, June, September and December, commencing with the first such date to occur after the issuance of such Letter of Credit, on the Letter of Credit Expiration Date and thereafter on demand. In addition, the Borrower shall pay directly to the applicable each L/C Issuer for its own account, in Dollars account with respect to each Letter of Credit issued to the Borrower the customary issuance, presentation, amendment, amendment and other processing fees, and other standard costs and charges charges, of such L/C Issuer relating to letters of credit as from time to time in effect. Such customary fees and standard costs and charges are due and payable on within ten (10) Business Days of demand and are nonrefundable.

Fronting Fee and Documentary and Processing Charges Payable to L/C Issuers. Borrower The Company shall pay directly to each the applicable L/C Issuer, Issuer for its own account, account a fronting fee in an amount specified in the applicable Fee Letter executed by Borrower and such L/C Issuer, or such other amount as may be agreed upon by Borrower and such L/C Issuer, or, with respect to commercial L/Cseach Letter of Credit, at the rate per annum specified (in the case of Bank of America) in the Bank of America Letter and (in the case of ▇▇▇▇▇ Fargo) in the ▇▇▇▇▇ Fargo Letter, in an each case computed on the daily amount agreed upon by Borrower available to be drawn under such Letter of Credit and such L/C Issuerson a quarterly basis in arrears. Such fronting fee (i) shall be due and payable (i) with respect to standby L/Cs, on the tenth Business Day Automatic Debit Date after the end of each JanuaryMarch, AprilJune, July, September and October December in respect of the most recently-ended quarterly period (or portion thereof, in the case of the first payment), commencing with the first such date to occur after the issuance of such L/CLetter of Credit, on the L/C Letter of Credit Expiration Date, Date and thereafter on demand, or (ii) in the case of fronting fees owing to Bank of America, may be automatically debited from a deposit account maintained by the Company with respect Bank of America (provided that if there are not sufficient funds in such account to commercial L/Cspay such fronting fees, upon then the issuance thereof Company shall pay such fees in cash when due) and with respect (iii) in the case of fronting fees owing to any amendment increasing the amount of such commercial L/C▇▇▇▇▇ Fargo, on the amount of such increase, and payable upon the effectiveness of such amendmentshall be separately invoiced by ▇▇▇▇▇ Fargo. For purposes of computing the daily amount available to be drawn under any L/CLetter of Credit, the amount of such L/C Letter of Credit shall be determined in accordance with Section 1.71.07. In addition, Borrower the Company shall pay directly to the applicable each L/C Issuer for its own account, in Dollars account the customary issuance, presentation, amendment, amendment and other processing fees, and other standard costs and charges charges, of such L/C Issuer relating to letters of credit as from time to time in effect. Such customary fees and standard costs and charges are due and payable on demand and are nonrefundable.

Fronting Fee and Documentary and Processing Charges Payable to L/C Issuers. The Borrower shall pay directly to each L/C Issuer, Issuer for its own account, in Dollars, a fronting fee in an with respect to each Letter of Credit issued by it for the account of the Borrower (whether for the benefit of the Borrower or its Subsidiaries) equal to 0.125% per annum (or such other lower amount specified in as may be mutually agreed by the applicable Fee Letter executed by requesting Borrower and the applicable L/C Issuer) of the maximum amount available to be drawn under such Letter of Credit (whether or not such maximum amount is then in effect under such Letter of Credit if such maximum amount increases periodically pursuant to the terms of such Letter of Credit) or such lesser fee as may be agreed with such L/C Issuer, or such other amount as may be agreed upon by Borrower and such L/C Issuer, or, with respect to commercial L/Cs, in an amount agreed upon by Borrower and such L/C Issuers. Such fronting fee fees shall be computed on a quarterly basis in arrears. Such fronting fees shall be due and payable (i) with respect to standby L/Cs, in Dollars on the tenth last Business Day after the end of each JanuaryMarch, AprilJune, July, September and October in respect of the most recently-ended quarterly period (or portion thereof, in the case of the first payment)December, commencing with the first such date to occur after the issuance of such L/CLetter of Credit, on the L/C earlier to occur of the Letter of Credit Sublimit Expiration Date, Date and thereafter the date on demand, or (ii) with respect to commercial L/Cs, upon which the issuance thereof and with respect to any amendment increasing the amount Revolving Credit Commitment of such commercial L/C, on the amount of such increase, and payable upon the effectiveness of such amendment. For purposes of computing the daily amount available to be drawn under any L/C, the amount of such L/C all Lenders shall be determined in accordance with Section 1.7terminated as provided herein. In addition, the Borrower shall pay directly to the applicable each L/C Issuer for its own account, in Dollars account with respect to each Letter of Credit issued for the account of the Borrower (whether for the benefit of the Borrower or its Subsidiaries) the customary and reasonable issuance, presentation, amendment, amendment and other processing fees, and other standard costs and charges charges, of such L/C Issuer relating to letters of credit as from time to time in effect. Such customary fees and standard costs and charges are due and payable on within 30 days of demand and are nonrefundable.

Fronting Fee and Documentary and Processing Charges Payable to L/C Issuers. Borrower The Company shall pay directly to each the applicable L/C Issuer, Issuer for its own account, account a fronting fee in an (i) with respect to each commercial Letter of Credit, equal to a percentage per annum separate agreed between the Company and such L/C Issuer times the Dollar Equivalent of the maximum stated amount specified in of such Letter of Credit, and payable upon the applicable Fee issuance thereof, (ii) with respect to any amendment of a commercial Letter executed by Borrower of Credit increasing the amount of such Letter of Credit, at a rate separately agreed between the Company and such L/C Issuer, or computed on the Dollar Equivalent of the amount of such other amount as may be increase, and payable upon the effectiveness of such 52 #94834708v14 CHAR1\1986310v1 amendment, and (iii) with respect to each standby Letter of Credit, at the rate per annum equal to the percentage separately agreed upon by Borrower between the Company and such L/C Issuer, or, with respect computed on the Dollar Equivalent of the daily amount available to commercial L/Cs, be drawn under such Letter of Credit on a quarterly basis in an amount agreed upon by Borrower and such L/C Issuersarrears. Such fronting fee shall be due and payable (i) with respect to standby L/Cs, on no later than the tenth Business Day after the end of each January, April, July, and October in respect fiscal quarter end of the Company in the most recently-recently- ended quarterly period (or portion thereof, in the case of the first payment), commencing with the first such date to occur after the issuance of such L/CLetter of Credit, on the L/C Expiration Date, Maturity Date and thereafter on demand, or (ii) with respect to commercial L/Cs, upon the issuance thereof and with respect to any amendment increasing the amount of such commercial L/C, on the amount of such increase, and payable upon the effectiveness of such amendment. For purposes of computing the daily amount available to be drawn under any L/CLetter of Credit, the amount of such L/C Letter of Credit shall be determined in accordance with Section 1.71.06. In addition, Borrower the Company shall pay directly to the applicable L/C Issuer for its own account, in Dollars Dollars, the customary issuance, presentation, amendment, amendment and other processing fees, and other standard costs and charges charges, of such L/C Issuer relating to letters of credit as from time to time in effect. Such customary fees and standard costs and charges are due and payable on demand and are nonrefundable.

Fronting Fee and Documentary and Processing Charges Payable to L/C Issuers. The Borrower shall pay directly to each the L/C Issuer, Issuer for its own account, in Dollars, a fronting fee in an equal to 0.125% per annum (or such other lower amount specified in as may be mutually agreed by the Borrower and the applicable Fee Letter executed by Borrower and such L/C Issuer, or such other amount as may be agreed upon by Borrower and such L/C Issuer, or, with respect to commercial L/Cs, in an amount agreed upon by Borrower and such L/C Issuers. Such fronting fee shall be due and payable ) (i) with respect to each commercial Letter of Credit, computed on the Dollar Amount of the amount of such Letter of Credit, and payable upon the issuance thereof, (ii) with respect to any amendment of a commercial Letter of Credit increasing the amount of such Letter of Credit, computed on the Dollar Amount of the amount of such increase, and payable upon the effectiveness of such amendment and (iii) with respect to each standby Letter of Credit, computed on the Dollar Amount of the daily amount available to be drawn under such Letter of Credit (or such lesser fee as may be agreed with such L/Cs, C Issuer) on a quarterly basis in arrears. Such fronting fees shall be computed on a quarterly basis in arrears. Such fronting fees shall be due and payable in Dollars on the tenth first Business Day after the end of each JanuaryMarch, AprilJune, July, September and October in respect of the most recently-ended quarterly period (or portion thereof, in the case of the first payment)December, commencing with the first such date to occur after the issuance of such L/CLetter of Credit, on the L/C Letter of Credit Expiration Date, Date and thereafter on demand, or (ii) with respect to commercial L/Cs, upon the issuance thereof and with respect to any amendment increasing the amount of such commercial L/C, on the amount of such increase, and payable upon the effectiveness of such amendment. For purposes of computing the daily amount available to be drawn under any L/C, the amount of such L/C shall be determined in accordance with Section 1.7. In addition, the Borrower shall pay directly to the applicable L/C Issuer for its own account, in Dollars account with respect to each Letter of Credit issued to the Borrower (or Holdings or any Restricted Subsidiary of the Borrower) the customary issuance, presentation, amendment, amendment and other processing fees, and other standard costs and charges charges, of such L/C Issuer relating to letters of credit as from time to time in effect. Such customary fees and standard costs and charges are due and payable on within five (5) Business Days of demand and are nonrefundable.

Fronting Fee and Documentary and Processing Charges Payable to L/C Issuers. The Borrower shall pay directly to each L/C Issuer, Issuer for its own account, account a fronting fee in an amount specified in the applicable Fee Dollars (i) with respect to each Commercial Letter executed of Credit issued by Borrower and such L/C Issuer, or at a rate from time to time agreed in writing with the Borrower, computed on the Dollar Equivalent amount of such other Letter of Credit, and payable upon the issuance thereof, (ii) with respect to any amendment of a Commercial Letter of Credit issued by such L/C Issuer increasing the amount as may be of such Letter of Credit, at a rate from time to time agreed upon by in writing between the Borrower and the applicable L/C Issuer, computed on the Dollar Equivalent amount of such increase, and payable upon the effectiveness of such amendment, and (iii) with respect to each Financial Letter of Credit and Performance Letter of Credit issued by such L/C Issuer, orat a rate per annum from time to time agreed in writing with the Borrower, with respect computed on the Dollar Equivalent of the daily amount available to commercial L/Cs, be drawn under such Letter of Credit on a quarterly basis in an amount agreed upon by Borrower and such L/C Issuersarrears. Such fronting fee shall be due and payable (i) with respect to standby L/Cs, on the tenth Business Day after the end of each JanuaryMarch, AprilJune, July, September and October December in respect of the most recently-ended quarterly period (or portion thereof, in the case of the first payment), commencing with the first such date to occur after the issuance of such L/CLetter of Credit, on the L/C Letter of Credit Expiration Date, Date and thereafter on demand, or (ii) with respect to commercial L/Cs, upon the issuance thereof and with respect to any amendment increasing the amount of such commercial L/C, on the amount of such increase, and payable upon the effectiveness of such amendment. For purposes of computing the daily amount available to be drawn under any L/CLetter of Credit, the amount of such L/C Letter of Credit shall be determined in accordance with Section 1.71.09. In addition, the Borrower shall pay directly to the applicable each L/C Issuer for its own account, in Dollars Dollars, the customary issuance, presentation, amendment, amendment and other processing fees, and other standard costs and charges charges, of such each L/C Issuer relating to letters of credit as from time to time in effect. Such customary fees and standard costs and charges are due and payable on demand and are nonrefundable.

Fronting Fee and Documentary and Processing Charges Payable to L/C Issuers. The Borrower shall pay directly to each L/C Issuer, Issuer for its own account, account a fronting fee in an (i) with respect to each commercial Letter of Credit issued by it, at the rate of 0.125%, computed on the amount specified in of such Letter of Credit, and payable upon the applicable Fee issuance thereof, (ii) with respect to any amendment of a commercial Letter executed by of Credit, at a rate separately agreed between the Borrower and such L/C Issuer, or such other amount as may be agreed upon by Borrower and such L/C Issuer, or, with respect to commercial L/Cs, in an amount agreed upon by Borrower and such L/C Issuers. Such fronting fee shall be due and payable (i) with respect to standby L/Cs, on the tenth Business Day after the end of each January, April, July, and October in respect of the most recently-ended quarterly period (or portion thereof, in the case of the first payment), commencing with the first such date to occur after the issuance of such L/C, on the L/C Expiration Date, and thereafter on demand, or (ii) with respect to commercial L/Cs, upon the issuance thereof and with respect to any amendment increasing the amount of such commercial L/C, computed on the amount of such increase, and payable upon the effectiveness of such amendment. For purposes , and (iii) with respect to each standby Letter of computing Credit issued by it, equal to 0.125% per annum of the daily maximum amount then available to be drawn under any L/C, such Letter of Credit (whether or not such maximum amount is then in effect under such Letter of Credit if such maximum amount increases periodically pursuant to the amount terms of such L/C Letter of Credit). Such fronting fees described in clause (iii) shall be determined computed on a quarterly basis in accordance arrears. Such fronting fees described in clause (iii) shall be due and payable on the last Business Day of each March, June, September and December, commencing with Section 1.7the first such date to occur after the issuance of such Letter of Credit, on the Letter of Credit Expiration Date and thereafter on demand. In addition, the Borrower shall pay directly to the applicable each L/C Issuer for its own account, in Dollars account the customary issuance, presentation, amendment, amendment and other processing fees, and other standard costs and charges charges, of such L/C Issuer relating to letters of credit as from time to time in effect. Such customary fees and standard costs and charges are due and payable on within ten (10) Business Days of demand and are nonrefundable.

Fronting Fee and Documentary and Processing Charges Payable to L/C Issuers. Borrower The Company shall pay directly to each L/C Issuer, Issuer for its own account, account a fronting fee in an amount specified in the applicable Fee Letter executed by Borrower and such L/C Issuer, or such other amount as may be agreed upon by Borrower and such L/C Issuer, or, with respect to commercial L/Cseach Letter of Credit issued by it, at the rate of 1⁄4 of 1.00% per annum (but in no event less than $500 per annum for each Letter of Credit) (i) with respect to each Trade Letter of Credit, computed on the amount of such Letter of Credit, and payable upon the issuance thereof, (ii) with respect to any amendment of a Trade Letter of Credit increasing the amount or extending the term of such Trade Letter of Credit, computed on the amount of such increase, and payable upon the effectiveness of such amendment (provided that the $500 per annum minimum set forth in the previous parenthetical shall not apply to an amendment of a Trade Letter of Credit), and (iii) with respect to each Standby Letter of Credit, computed on the daily amount agreed upon by Borrower and available to be drawn under such L/C IssuersStandby Letter of Credit on a quarterly basis in arrears. Such fronting fee shall be due and payable (i) with respect to standby L/Cs, on the tenth Business Day Dayfifteenth day after the end of each JanuaryMarch, AprilJune, July, September and October December in respect of the most recently-endedrecently-ended quarterly period (or portion thereof, in the case of the first payment), commencing with the first such date to occur after the issuance of such L/CLetter of Credit, on the L/C Letter of Credit Expiration Date, Date and thereafter on demand, or (ii) with respect to commercial L/Cs, upon the issuance thereof and with respect to any amendment increasing the amount of such commercial L/C, on the amount of such increase, and payable upon the effectiveness of such amendment. For purposes of computing the daily amount available to be drawn under any L/CLetter of Credit, the amount of such L/C Letter of Credit shall be determined in accordance with Section 1.71.06. In addition, Borrower the Company shall pay directly to the applicable each L/C Issuer for its own account, in Dollars account the customary issuance, presentation, amendment, amendment and other processing fees, and other standard costs and charges charges, of such L/C Issuer relating to letters of credit as from time to time in effect. Such customary fees and standard costs and charges are due and payable on demand and are nonrefundable.

Fronting Fee and Documentary and Processing Charges Payable to L/C Issuers. The Borrower shall pay directly to each L/C Issuer, for its own account, a fronting fee in an (i) with respect to each commercial Letter of Credit, equal to the rate per annum equal to the percentage separately agreed upon between the Borrower and such L/C Issuer times the maximum stated amount specified in of such Letter of Credit, and payable upon the applicable Fee issuance thereof, (ii) with respect to any amendment of a commercial Letter executed by of Credit increasing the amount of such Letter of Credit, at a rate separately agreed between the Borrower and such L/C Issuer, or computed on the amount of such other amount as may be increase, and payable upon the effectiveness of such amendment, and (iii) with respect to each standby Letter of Credit, at the rate per annum equal to the percentage separately agreed upon by between the Borrower and such L/C Issuer, or, with respect computed on the daily amount available to commercial L/Cs, be drawn under such Letter of Credit on a quarterly basis in an amount agreed upon by Borrower and such L/C Issuersarrears. Such fronting fee shall be due and payable (i) with respect to standby L/Cs, on no later than the tenth (10th) Business Day after the end of each JanuaryMarch, AprilJune, July, September and October December in respect of the most recently-ended quarterly period (or portion thereof, in the case of the first payment), commencing with the first such date to occur after the issuance of such L/CLetter of Credit, on the L/C Expiration Date, Revolving Facility Maturity Date and thereafter on demand, or (ii) with respect to commercial L/Cs, upon the issuance thereof and with respect to any amendment increasing the amount of such commercial L/C, on the amount of such increase, and payable upon the effectiveness of such amendment. For purposes of computing the daily amount available to be drawn under any L/CLetter of Credit, the amount of such L/C Letter of Credit shall be determined in accordance with Section 1.71.06. In addition, the Borrower shall pay directly to the applicable each L/C Issuer Issuer, for its own account, in Dollars the customary issuance, presentation, amendment, amendment and other processing fees, and other standard costs and charges charges, of such L/C Issuer relating to letters of credit as from time to time in effect. Such customary fees and standard costs and charges are due and payable on demand and are nonrefundable.

Fronting Fee and Documentary and Processing Charges Payable to L/C Issuers. Borrower The Company shall pay directly to each the applicable L/C Issuer, Issuer for its own account, in Dollars, a fronting fee (i) with respect to each commercial Letter of Credit, at the same rate as set forth in an amount specified in clause (iii) below for standby Letters of Credit or as otherwise separately agreed to between the applicable Fee Letter executed by Borrower Company and such L/C Issuer, or computed on the Dollar Equivalent of the amount of such other amount as may be Letter of Credit, and payable upon the issuance thereof unless otherwise agreed upon by Borrower between the Company and such L/C Issuer, or, (ii) with respect to any amendment of a commercial L/CsLetter of Credit increasing the amount of such Letter of Credit, at the same rate as applied in an amount clause (i) above for the initial issuance of commercial Letters of Credit or as otherwise separately agreed upon by Borrower between the Company and such L/C IssuersIssuer, computed on the Dollar Equivalent of the amount of such increase, and payable upon the effectiveness of such amendment unless otherwise agreed between the Company and such L/C Issuer, and (iii) with respect to each standby Letter of Credit, at the rate per annum specified in the Fee Letter of the applicable institution acting as an L/C Issuer or as otherwise agreed between such L/C Issuer and the Company, computed on the Dollar Equivalent of the daily amount available to be drawn under such Letter of Credit on a quarterly basis in arrears. Such The fronting fee referred to in clause (iii) above shall be due and payable (i) with respect to standby L/Cs, on the tenth last Business Day after the end of each January, April, July, and October fiscal quarter or fiscal year of the Company in respect of the most recently-ended such quarterly period (or portion thereof, in the case of the first payment), commencing with the first such date to occur after the issuance of such L/CLetter of Credit (or, with respect to Existing Letters of Credit, the first such date to occur after the date hereof), on the L/C Letter of Credit Expiration Date, Date and thereafter on demand, or (ii) with respect to commercial L/Cs, upon the issuance thereof and with respect to any amendment increasing the amount of such commercial L/C, on the amount of such increase, and payable upon the effectiveness of such amendment. For purposes of computing the daily amount available to be drawn under any L/CLetter of Credit, the amount of such L/C Letter of Credit shall be determined in accordance with Section 1.71.09. In addition, Borrower the Company shall pay directly to the applicable L/C Issuer for its own account, in Dollars Dollars, the customary issuance, presentation, amendment, amendment and other processing fees, and other standard costs and charges charges, of such the applicable L/C Issuer relating to letters Letters of credit Credit as from time to time in effect. Such customary fees and standard costs and charges are due and payable on demand and are nonrefundable.

Fronting Fee and Documentary and Processing Charges Payable to L/C Issuers. The Borrower shall pay directly to each the applicable L/C Issuer, Issuer for its own account, account a fronting fee in an amount specified in (i) with respect to each commercial Letter of Credit, at a rate per annum equal to the applicable Fee Letter executed by percentage separately agreed upon between the Borrower and such L/C Issuer, or computed on the amount of such other Letter of Credit, and payable upon the issuance thereof, (ii) with respect to any amendment of a commercial Letter of Credit increasing the amount as may be of such Letter of Credit, at a rate separately agreed upon by between the Borrower and such L/C Issuer, orcomputed on the amount of such increase, and payable upon the effectiveness of such amendment, and (iii) with respect to commercial L/Cseach standby Letter of Credit, in an amount at the rate per annum equal to the percentage separately agreed upon by between the Borrower and such L/C IssuersIssuer, computed on the daily amount available to be drawn under such Letter of Credit on a quarterly basis in arrears. Such fronting fee shall be due and payable (i) with respect to standby L/Cs, on the tenth Business Day after the end of each JanuaryMarch, AprilJune, July, September and October December in respect of the most recently-ended quarterly period (or portion thereof, in the case of the first payment), commencing with the first such date to occur after the issuance of such L/CLetter of Credit, on the L/C Expiration Date, Revolving Termination Date and thereafter on demand, or (ii) with respect to commercial L/Cs, upon the issuance thereof and with respect to any amendment increasing the amount of such commercial L/C, on the amount of such increase, and payable upon the effectiveness of such amendment. For purposes of computing the daily amount available to be drawn under any L/CLetter of Credit, the amount of such L/C Letter of Credit shall be determined in accordance with Section 1.7. In addition, the Borrower shall pay directly to the applicable L/C Issuer for its own account, in Dollars account the customary issuance, presentation, amendment, amendment and other processing fees, and other standard costs and charges charges, of such L/C Issuer relating to letters of credit as from time to time in effect. Such customary fees and standard costs and charges are due and payable on demand and are nonrefundable.

Fronting Fee and Documentary and Processing Charges Payable to L/C Issuers. The Borrower shall pay directly to each L/C Issuer, for its own account, a fronting fee in an (i) with respect to each commercial Letter of Credit, equal to the rate per annum equal to the percentage separately agreed upon between the Borrower and such L/C Issuer times the maximum stated amount specified in of such Letter of Credit, and payable upon the applicable Fee issuance thereof, (ii) with respect to any amendment of a commercial Letter executed by of Credit increasing the amount of such Letter of Credit, at a rate separately agreed between the Borrower and such L/C Issuer, or computed on the amount of such other amount as may be increase, and payable upon the effectiveness of such amendment, and (iii) with respect to each standby Letter of Credit, at the rate per annum equal to the percentage separately agreed upon by between the Borrower and such L/C Issuer, or, with respect computed on the daily amount available to commercial L/Cs, be drawn under such Letter of Credit on a quarterly basis in an amount agreed upon by Borrower and such L/C Issuersarrears. Such fronting fee shall be due and payable (i) with respect to standby L/Cs, on no later than the tenth (10th) Business Day after the end of each JanuaryMarch, AprilJune, July, September and October December in respect of the most recently-ended quarterly period (or portion thereof, in the case of the first payment), commencing with the first such date to occur after the issuance of such L/CLetter of Credit, on the L/C Expiration Date, Revolving Facility Maturity Date and thereafter on demand, or (ii) with respect to commercial L/Cs, upon the issuance thereof and with respect to any amendment increasing the amount of such commercial L/C, on the amount of such increase, and payable upon the effectiveness of such amendment. For purposes of computing the daily amount available to be drawn under any L/CLetter of Credit, the amount of such L/C Letter of Credit shall be determined in accordance with Section 1.71.06. In addition, the Borrower shall pay directly to the applicable each L/C Issuer Issuer, for its own account, in Dollars the customary issuance, presentation, amendment, amendment and other processing fees, and other standard costs and charges charges, of such L/C Issuer ​ ​ relating to letters of credit as from time to time in effect. Such customary fees and standard costs and charges are due and payable on demand and are nonrefundable.

Fronting Fee and Documentary and Processing Charges Payable to L/C Issuers. The Borrower shall pay directly to each the applicable L/C Issuer, Issuer for its own account, in Dollars, a fronting fee in an amount specified with respect to each Letter of Credit, in the applicable amount either set forth in the Fee Letter executed by Borrower and to which such L/C Issuer, Issuer is a party or such other amount as may be otherwise separately agreed upon by Borrower and in writing between such L/C Issuer, or, with respect to commercial L/Cs, in an amount agreed upon by Borrower Issuer and such L/C Issuersthe Borrower. Such fronting fee shall be due and payable (iA) with respect to each standby L/CsLetter of Credit, on the tenth Business Day after the end (10th) day of each January, April, July, July and October in respect of (for fronting fees accrued during the most recently-ended quarterly period (previous calendar quarter or portion thereof, in the case of the first payment), commencing with the first such date to occur after the issuance of such L/CLetter of Credit, on the L/C Expiration Date, Date and thereafter on demand, or demand and (iiB) with respect to each commercial L/CsLetter of Credit, upon on the date of issuance thereof and (provided that, with respect to any amendment increasing the amount Existing Letters of Credit that are standby Letters of Credit, all accrued and unpaid fronting fees with respect to such commercial L/C, Existing Letters of Credit shall be paid on the amount Closing Date in accordance with Section 5.01(g) and such Existing Letters of such increase, Credit shall be deemed issued on the Closing Date and payable upon shall accrue fronting fees from and after the effectiveness of such amendmentClosing Date in accordance with this clause (ii)). For purposes of computing the daily amount available to be drawn undrawn Outstanding Amount under any L/CLetter of Credit, the amount of such L/C Letter of Credit shall be determined in accordance with Section 1.71.08. In addition, the Borrower shall pay directly to the applicable each L/C Issuer for its own account, in Dollars Dollars, the customary issuance, presentation, amendment, amendment and other processing fees, and other standard costs and charges charges, of such L/C Issuer relating to letters of credit as from time to time in effect. Such customary fees and standard costs and charges are due and payable on demand and are nonrefundable.

Fronting Fee and Documentary and Processing Charges Payable to L/C Issuers. Borrower shall pay directly to each L/C Issuer, Issuer for its own account, account a fronting fee in an amount specified in the applicable Fee Dollars (i) with respect to each Commercial Letter executed of Credit issued by Borrower and such L/C Issuer, or at a rate per annum equal to 0.125% of the daily stated amount of such other Letter of Credit, computed on the Dollar Equivalent amount as may be agreed of such Letter of Credit, and payable upon the issuance thereof, (ii) with respect to any amendment of a Commercial Letter of Credit issued by Borrower such L/C Issuer increasing the amount of such Letter of Credit, at a rate per annum equal to 0.125% of the daily stated amount of such Letter of Credit, computed on the Dollar Equivalent amount of such increase, and payable upon the effectiveness of such amendment, and (iii) with respect to each Financial Letter of Credit issued by such L/C Issuer, orat a rate per annum equal to 0.125%, with respect computed on the Dollar Equivalent of the daily amount available to commercial L/Cs, be drawn under such Letter of Credit on a quarterly basis in an amount agreed upon by Borrower and such L/C Issuersarrears. Such fronting fee shall be due and payable (i) with respect to standby L/Cs, on the tenth Business Day after the end of each JanuaryMarch, AprilJune, July, September and October December in respect of the most recently-ended quarterly period (or portion thereof, in the case of the first payment), commencing with the first such date to occur after the issuance of such L/CLetter of Credit, on the L/C Letter of Credit Expiration Date, Date and thereafter on demand, or (ii) with respect to commercial L/Cs, upon the issuance thereof and with respect to any amendment increasing the amount of such commercial L/C, on the amount of such increase, and payable upon the effectiveness of such amendment. For purposes of computing the daily amount available to be drawn under any L/CLetter of Credit, the amount of such L/C Letter of Credit shall be determined in accordance with Section 1.71.09. In addition, the Borrower shall pay directly to the applicable each L/C Issuer for its own account, in Dollars Dollars, the customary issuance, presentation, amendment, amendment and other processing fees, and other standard costs and charges charges, of such each L/C Issuer relating to letters of credit as from time to time in effect. Such customary fees and standard costs and charges are due and payable on demand and are nonrefundable.

Fronting Fee and Documentary and Processing Charges Payable to L/C Issuers. Borrower The Company shall pay directly to the applicable L/C Issuer for its own account, in Dollars, a fronting fee (i) with respect to each commercial Letter of Credit, equal to the greater of (A) $250.00 or (B) 1/8 of 1% per annum times the Dollar Equivalent of the amount of such Letter of Credit, and payable upon the issuance thereof, (ii) with respect to any amendment of a commercial Letter of Credit increasing the amount of such Letter of Credit, at a rate separately agreed between the Borrower and the applicable L/C Issuer, for its own accountcomputed on the Dollar Equivalent of the amount of such increase, a fronting fee in an amount specified in and payable upon the applicable Fee Letter executed by Borrower effectiveness of such amendment, and such L/C Issuer, or such other amount as may be agreed upon by Borrower and such L/C Issuer, or, (iii) with respect to commercial L/Cseach standby Letter of Credit, at the greater of (A) $250.00 or (B) 1/8 of 1% per annum times the Dollar Equivalent of the daily amount available to be drawn under such Letter of Credit on a quarterly basis in an amount agreed upon by Borrower and such L/C Issuersarrears. Such fronting fee shall be due and payable (i) with respect to standby L/Cs, on the tenth Business Day after the end of each JanuaryMarch, AprilJune, July, September and October December in respect of the most recently-ended quarterly period (or portion thereof, in the case of the first payment), commencing with the first such date to occur after the issuance of such L/CLetter of Credit (or in the case of Existing Letters of Credit, after the end of December, 2011), on the L/C Letter of Credit Expiration Date, Date and thereafter on demand, or (ii) with respect to commercial L/Cs, upon the issuance thereof and with respect to any amendment increasing the amount of such commercial L/C, on the amount of such increase, and payable upon the effectiveness of such amendment. For purposes of computing the daily amount available to be drawn under any L/CLetter of Credit, the amount of such L/C Letter of Credit shall be determined in accordance with Section 1.71.09. In addition, Borrower the Company shall pay directly to the applicable L/C Issuer for its own account, in Dollars Dollars, the customary issuance, presentation, amendment, amendment and other processing fees, and other standard costs and charges charges, of such L/C Issuer relating to letters of credit as from time to time in effect. Such customary fees and standard costs and charges are due and payable on demand and are nonrefundable.

Fronting Fee and Documentary and Processing Charges Payable to L/C Issuers. Each Borrower shall pay directly to L/C Issuers for their own respective accounts a fronting fee (i) with respect to each commercial Letter of Credit, at the rate specified in the Agent Fee Letter, computed on the amount of such Letter of Credit, and payable upon the issuance thereof, (ii) with respect to any amendment of a commercial Letter of Credit increasing the amount of such Letter of Credit, at a rate separately agreed between the applicable Borrower and the applicable L/C Issuer, for its own accountcomputed on the amount of such increase, a fronting fee in an amount and payable upon the effectiveness of such amendment,and (iii) with respect to each standby Letter of Credit, at the rate per annum specified in the applicable Agent Fee Letter, computed on the daily amount available to be drawn under such Letter executed by Borrower and such L/C Issuer, or such other amount as may be agreed upon by Borrower and such L/C Issuer, or, with respect to commercial L/Cs, of Credit on a quarterly basis in an amount agreed upon by Borrower and such L/C Issuers. arrears Such fronting fee shall be due and payable (i) with respect to standby L/Cs, on the tenth last Business Day after the end of each JanuaryMarch, AprilJune, July, September and October December in respect of the most recently-ended quarterly period (or portion thereof, in the case of the first payment), commencing with the first such date to occur after the issuance of such L/CLetter of Credit, on the L/C Expiration Date, Date and thereafter on demand, or (ii) with respect to commercial L/Cs, upon the issuance thereof and with respect to any amendment increasing the amount of such commercial L/C, on the amount of such increase, and payable upon the effectiveness of such amendment. For purposes of computing the daily amount available to be drawn under any L/CLetter of Credit, the amount of such L/C Letter of Credit shall be determined in accordance with Section 1.71.06. In addition, each Borrower shall pay directly to the applicable L/C Issuer for its own account, in Dollars account the customary issuance, presentation, amendment, amendment and other processing fees, and other standard costs and charges charges, of such L/C Issuer relating to letters of credit as from time to time in effect. Such customary fees and standard costs and charges are due and payable on demand and are nonrefundable.

Fronting Fee and Documentary and Processing Charges Payable to L/C Issuers. Borrower The Company shall pay directly to each L/C Issuer, Issuer for its own account, account a fronting fee in an amount specified in the applicable Fee Letter executed by Borrower and such L/C Issuer, or such other amount as may be agreed upon by Borrower and such L/C Issuer, or, with respect to commercial L/Cseach Letter of Credit issued by it, at the rate of 1 ⁄ 4 of 1.00% per annum (but in no event less than $500 per annum for each Letter of Credit) (i) with respect to each Trade Letter of Credit, computed on the amount of such Letter of Credit, and payable upon the issuance thereof, (ii) with respect to any amendment of a Trade Letter of Credit increasing the amount of such Trade Letter of Credit, computed on the amount of such increase, and payable upon the effectiveness of such amendment ( provided , that the $500 per annum minimum set forth in the previous parenthetical shall not apply to an amendment of a Trade Letter of Credit), and (iii) with respect to each Standby Letter of Credit, computed on the daily amount agreed upon by Borrower and available to be drawn under such L/C IssuersStandby Letter of Credit on a quarterly basis in arrears. Such fronting fee shall be due and payable (i) with respect to standby L/Cs, on the tenth Business Day after the end of each JanuaryMarch, AprilJune, July, September and October December in respect of the most recently-ended quarterly period (or portion thereof, in the case of the first payment), commencing with the first such date to occur after the issuance of such L/CLetter of Credit, on the L/C Letter of Credit Expiration Date, Date and thereafter on demand, or (ii) with respect to commercial L/Cs, upon the issuance thereof and with respect to any amendment increasing the amount of such commercial L/C, on the amount of such increase, and payable upon the effectiveness of such amendment. For purposes of computing the daily amount available to be drawn under any L/CLetter of Credit, the amount of such L/C Letter of Credit shall be determined in accordance with Section 1.71.06 . In addition, Borrower the Company shall pay directly to the applicable each L/C Issuer for its own account, in Dollars account the customary issuance, presentation, amendment, amendment and other processing fees, and other standard costs and charges charges, of such L/C Issuer relating to letters of credit as from time to time in effect. Such customary fees and standard costs and charges are due and payable on demand and are nonrefundable.

Fronting Fee and Documentary and Processing Charges Payable to L/C Issuers. The Borrower shall pay directly to each the applicable L/C Issuer, Issuer for its own account, in Dollars, a fronting fee in an amount specified with respect to each Letter of Credit, in the applicable amount set forth in the Fee Letter executed by Borrower and to which such L/C Issuer, or such other amount as may be agreed upon by Borrower and such L/C Issuer, or, with respect to commercial L/Cs, in an amount agreed upon by Borrower and such L/C IssuersIssuer is a party. Such fronting fee shall be due and payable (iA) with respect to each standby L/CsLetter of Credit, on the tenth Business Day after the end (10th) day of each January, April, July, July and October in respect of (for fronting fees accrued during the most recently-ended quarterly period (previous calendar quarter or portion thereof, in the case of the first payment), commencing with the first such date to occur after the issuance of such L/CLetter of Credit, on the L/C Expiration Date, Date and thereafter on demand, or demand and (iiB) with respect to each commercial L/CsLetter of Credit, upon on the date of issuance thereof and (provided that, with respect to any amendment increasing the amount Existing Letters of Credit that are standby Letters of Credit, all accrued and unpaid fronting fees with respect to such commercial L/C, Existing Letters of Credit shall be paid on the amount Closing Date in accordance with Section 5.01(h) and such Existing Letters of such increase, Credit shall be deemed issued on the Closing Date and payable upon shall accrue fronting fees from and after the effectiveness of such amendmentClosing Date in accordance with this clause (ii)). For purposes of computing the daily amount available to be drawn undrawn Outstanding Amount under any L/CLetter of Credit, the amount of such L/C Letter of Credit shall be determined in accordance with Section 1.71.08. In addition, the Borrower shall pay directly to the applicable each L/C Issuer for its own account, in Dollars Dollars, the customary issuance, presentation, amendment, amendment and other processing fees, and other standard costs and charges charges, of such L/C Issuer relating to letters of credit as from time to time in effect. Such customary fees and standard costs and charges are due and payable on demand and are nonrefundable.

Fronting Fee and Documentary and Processing Charges Payable to L/C Issuers. The Borrower shall pay directly to each L/C Issuer, for its own account, a fronting fee in an (i) with respect to each commercial Letter of Credit, equal to the rate per annum equal to the percentage separately agreed upon between the Borrower and such L/C Issuer times the maximum stated amount specified in of such Letter of Credit, and payable upon the applicable Fee issuance thereof, (ii) with respect to any amendment of a commercial Letter executed by of Credit increasing the amount of such Letter of Credit, at a rate separately agreed between the Borrower and such L/C Issuer, or computed on the amount of such other amount as may be increase, and payable upon the effectiveness of such amendment, and (iii) with respect to each ​ ​ standby Letter of Credit, at the rate per annum equal to the percentage separately agreed upon by between the Borrower and such L/C Issuer, or, with respect computed on the daily amount available to commercial L/Cs, be drawn under such Letter of Credit on a quarterly basis in an amount agreed upon by Borrower and such L/C Issuersarrears. Such fronting fee shall be due and payable (i) with respect to standby L/Cs, on no later than the tenth (10th) Business Day after the end of each JanuaryMarch, AprilJune, July, September and October December in respect of the most recently-ended quarterly period (or portion thereof, in the case of the first payment), commencing with the first such date to occur after the issuance of such L/CLetter of Credit, on the L/C Expiration Date, Revolving Facility Maturity Date and thereafter on demand, or (ii) with respect to commercial L/Cs, upon the issuance thereof and with respect to any amendment increasing the amount of such commercial L/C, on the amount of such increase, and payable upon the effectiveness of such amendment. For purposes of computing the daily amount available to be drawn under any L/CLetter of Credit, the amount of such L/C Letter of Credit shall be determined in accordance with Section 1.71.06. In addition, the Borrower shall pay directly to the applicable each L/C Issuer Issuer, for its own account, in Dollars the customary issuance, presentation, amendment, amendment and other processing fees, and other standard costs and charges charges, of such L/C Issuer relating to letters of credit as from time to time in effect. Such customary fees and standard costs and charges are due and payable on demand and are nonrefundable.

Fronting Fee and Documentary and Processing Charges Payable to L/C Issuers. The Borrower shall pay directly to each L/C Issuer, Issuer for its own account, account a fronting fee in an amount specified in the applicable Fee Letter executed by Borrower and such L/C Issuer, or such other amount as may be agreed upon by Borrower and such L/C Issuer, or, with respect to commercial L/Cseach Letter of Credit issued by it, which shall accrue at a rate per annum equal to 0.125% on the Dollar Equivalent of the daily maximum amount available to be drawn under such Letter of Credit. For purposes of computing the daily amount available to be drawn under any Letter of Credit, the amount of such Letter of Credit shall be determined in an amount agreed upon by Borrower and such L/C Issuersaccordance with Section 1.09. Such fronting fee fees shall be due and payable (i) with respect to standby L/Cs, in arrears on the tenth date that is three Business Day Days after the end last day of each JanuaryMarch, AprilJune, July, September and October in respect of the most recently-ended quarterly period (or portion thereof, in the case of the first payment)December, commencing with the first such date to occur after the issuance of such L/CLetter of Credit, on the L/C Letter of Credit Expiration Date, Date and thereafter on demand, or (ii) with respect to commercial L/Cs, upon the issuance thereof and with respect to any amendment increasing the amount of such commercial L/C, on the amount of such increase, and payable upon the effectiveness of such amendment. For purposes of computing determining the fronting fee applicable to any Letter of Credit denominated in an Alternative Currency (and not for any other purpose), the daily maximum amount available to be drawn under any L/C, the amount Letter of such L/C Credit shall be determined on the basis of the Dollar Equivalent in accordance effect on the first Business Day of each January, April, July and October and such Dollar Equivalent shall be used for determining the fronting fee with Section 1.7respect to each Letter of Credit which is outstanding at any time and during such calendar quarter and regardless of the issue date of such Letter of Credit. In addition, the Borrower shall pay directly to the applicable each L/C Issuer for its own account, in Dollars account with respect to each Letter of Credit issued by it the customary issuance, presentation, amendment, amendment and other processing fees, and other standard costs and charges charges, of such L/C Issuer relating to letters of credit as from time to time in effect. Such customary fees and standard costs and charges are due and payable on within 10 Business Days of demand and are nonrefundable.

Fronting Fee and Documentary and Processing Charges Payable to L/C Issuers. Each Borrower shall pay directly to each L/C Issuer, Issuer for its own account, account a fronting fee in an amount specified (in the relevant currency in which the applicable Fee Letter executed of Credit is denominated) with respect to each Letter of Credit issued by it on behalf of such Borrower and to any Consolidated Party equal to 0.125% per annum of the maximum amount available to be drawn under such Letter of Credit (whether or not such maximum amount is then in effect under such Letter of Credit if such maximum amount increases periodically pursuant to the terms of such Letter of Credit) or such other fee as may be agreed with such L/C Issuer, or such other amount as may be agreed upon by Borrower and such Issuer (the “L/C Issuer, or, with respect to commercial L/Cs, in an amount agreed upon by Borrower and such L/C IssuersFronting Fee”). Such fronting fee fees shall be computed on a quarterly basis in arrears. Such fronting fees shall be due and payable in U.S. Dollars (i) with respect to standby L/Csand if the applicable Letter of Credit is in an Alternative Currency, shall be calculated based on the tenth U.S. Dollar Equivalent amount in respect thereof) on the last Business Day after the end of each JanuaryMarch, AprilJune, July, September and October in respect of the most recently-ended quarterly period (or portion thereof, in the case of the first payment)December, commencing with the first such date to occur after the issuance of such L/CLetter of Credit, on the L/C earlier to occur of the Letter of Credit Expiration Date, Date and thereafter the date on demand, or (ii) with respect to commercial L/Cs, upon which the issuance thereof and with respect to any amendment increasing the amount Revolving Credit Commitment of such commercial L/C, on the amount of such increase, and payable upon the effectiveness of such amendment. For purposes of computing the daily amount available to be drawn under any L/C, the amount of such L/C all Lenders shall be determined in accordance with Section 1.7terminated as provided herein. In addition, the applicable Borrower shall pay directly to the applicable each L/C Issuer for its own account, in Dollars account with respect to each Letter of Credit issued on behalf of the Loan Parties the customary and reasonable issuance, presentation, amendment, amendment and other processing fees, and other standard costs and charges charges, of such L/C Issuer relating to letters of credit as from time to time in effect. Such customary fees and standard costs and charges are due and payable on within 10 Business Days of demand and are nonrefundable.

Fronting Fee and Documentary and Processing Charges Payable to L/C Issuers. The Borrower shall pay directly to the applicable L/C Issuer for its own account a fronting fee with respect to each standby Letter of Credit, at the rate per annum specified in (A) (1) the Bank of America Fee Letter, with respect to Bank of America, in its capacity as an L/C Issuer, for (2) the Mizuho Fee Letter, with respect to Mizuho Bank, Ltd., in its own accountcapacity as an L/C Issuer and (3) the Citibank Fee Letter, a fronting fee with respect to Citibank, in its capacity as an amount specified in the applicable Fee Letter executed by Borrower and such L/C Issuer, or such other amount and (B) as may be agreed upon by specified in written agreements between the Borrower and such the applicable L/C Issuer, or, with respect to commercial L/Cs, in an amount agreed upon by Borrower and such any L/C IssuersIssuer other than Bank of America, in its capacity as L/C Issuer, computed on the actual daily maximum amount available to be drawn under such Letter of Credit (whether or not such maximum amount is then in effect under such Letter of Credit) and on a quarterly basis in arrears. Such fronting fee shall be due and payable (i) with respect to standby L/Cs, on the tenth Business Day after the end of each JanuaryMarch, AprilJune, July, September and October December in respect of the most recently-ended quarterly period (or portion thereof, in the case of the first payment), commencing with the first such date to occur after the issuance of such L/CLetter of Credit, on the L/C Letter of Credit Expiration Date, Date and thereafter on demand, or (ii) with respect to commercial L/Cs, upon the issuance thereof and with respect to any amendment increasing the amount of such commercial L/C, on the amount of such increase, and payable upon the effectiveness of such amendment. For purposes of computing the daily amount available to be drawn under any L/CLetter of Credit, the amount of such L/C Letter of Credit shall be determined in accordance with Section 1.71.06. In addition, the Borrower shall pay directly to the applicable L/C Issuer for its own account, in Dollars account the customary issuance, presentation, amendment, amendment and other processing fees, and other standard costs and charges charges, of such L/C Issuer relating to letters of credit as from time to time in effect. Such customary fees and standard costs and charges are due and payable on demand and are nonrefundable.

Fronting Fee and Documentary and Processing Charges Payable to L/C Issuers. The applicable Borrower shall pay directly to each the applicable L/C Issuer, Issuer for its own account, account a fronting fee in an amount specified in (i) with respect to each commercial Letter of Credit, at a rate per annum equal to the applicable Fee Letter executed by percentage separately agreed upon between such Borrower and such L/C Issuer, or computed on the Dollar Equivalent of the maximum stated amount of such other Letter of Credit, and payable upon the issuance thereof, (ii) with respect to any amendment of a commercial Letter of Credit increasing amount as may be of such Letter of Credit, at a rate separately agreed upon by between such Borrower and such L/C Issuer, orcomputed on the Dollar 4905-7146-3966, v. 11 Equivalent of amount of such increase, and payable upon the effectiveness of such amendment, and (iii) with respect to commercial L/Cseach standby Letter of Credit, in an amount at the rate per annum equal to the percentage separately agreed upon by between such Borrower and such L/C IssuersIssuer, computed on the Dollar Equivalent of the daily amount available to be drawn under such Letter of Credit on a quarterly basis in arrears. Such fronting fee shall be due and payable (i) with respect to standby L/Cs, on the tenth first Business Day after the end of each JanuaryMarch, AprilJune, July, September and October December in respect of the most recently-ended quarterly period (or portion thereof, in the case of the first payment), commencing with the first such date to occur after the issuance of such L/CLetter of Credit, on the L/C Expiration Date, Maturity Date and thereafter on demand, or (ii) with respect to commercial L/Cs, upon the issuance thereof and with respect to any amendment increasing the amount of such commercial L/C, on the amount of such increase, and payable upon the effectiveness of such amendment. For purposes of computing the Dollar Equivalent of the daily amount available to be drawn under any L/CLetter of Credit, the amount of such L/C Letter of Credit shall be determined in accordance with Section 1.71.06. In addition, the applicable Borrower shall pay directly to the applicable L/C Issuer for its own account, in Dollars Dollars, the customary issuance, presentation, amendment, amendment and other processing fees, and other standard costs and charges charges, of such L/C Issuer relating to letters of credit as from time to time in effect. Such customary fees and standard costs and charges are due and payable on demand and are nonrefundable.

Fronting Fee and Documentary and Processing Charges Payable to L/C Issuers. The U.S. Borrower shall pay directly to each L/C Issuer, Issuer for its own account, account a fronting fee in an amount specified in the applicable Fee with respect to each Letter executed of Credit issued by Borrower and such L/C Issuer, it equal to 0.125% per annum (or such other amount as may be is agreed upon by Borrower and such in a separate writing between the relevant L/C IssuerIssuer and the U.S. Borrower) of the daily maximum amount then available to be drawn under such Letter of Credit (whether or not such maximum amount is then in effect under such Letter of Credit, orif such maximum amount increases periodically pursuant to the terms of such Letter of Credit), provided that in any event the minimum amount of any fronting fee payable in any twelve-month period for each Letter of Credit shall be not less than $500 (it being agreed that, on the day of issuance of any Letter of Credit and on each anniversary thereof prior to the termination or expiration of such Letter of Credit, if $500 will exceed the amount of the applicable fronting fee that will accrue with respect to commercial L/Cssuch Letter of Credit for the immediately succeeding twelve-month period, in an amount agreed upon by Borrower and such L/C Issuers. Such fronting fee the full $500 shall be payable on the date of issuance of such Letter of Credit and on each such anniversary thereof). Except as contemplated by the proviso contained in the immediately preceding sentence, such fronting fees shall be (x) computed on a quarterly basis in arrears and (y) due and payable (i) with respect to standby L/Cs, on the tenth first Business Day after the end of each JanuaryMarch, AprilJune, July, September and October in respect of the most recently-ended quarterly period (or portion thereof, in the case of the first payment)December, commencing with the first such date to occur after the issuance of such L/CLetter of Credit, on the L/C Letter of Credit Expiration Date, Date and thereafter on demand, or (ii) with respect to commercial L/Cs, upon the issuance thereof and with respect to any amendment increasing the amount of such commercial L/C, on the amount of such increase, and payable upon the effectiveness of such amendment. For purposes of computing the daily amount available to be drawn under any L/C, the amount of such L/C shall be determined in accordance with Section 1.7. In addition, the U.S. Borrower shall pay directly to the applicable each L/C Issuer for its own account, in Dollars account the customary issuance, presentation, amendment, amendment and other processing fees, and other standard costs and charges charges, of such L/C Issuer relating to letters of credit as from time to time in effect. Such customary fees and standard costs and charges are due and payable on within ten (10) Business Days of demand and are nonrefundable.

Fronting Fee and Documentary and Processing Charges Payable to L/C Issuers. Borrower The Company shall pay directly to each L/C Issuer, Issuer for its own account, in Dollars, a fronting fee (i) with respect to each commercial Letter of Credit of such L/C Issuer, at a rate per annum as the Company may agree to in an writing with such L/C Issuer, computed on the amount specified in of such Letter of Credit, and payable upon the applicable Fee issuance thereof, (ii) with respect to any amendment of a commercial Letter executed by Borrower of Credit increasing the amount of such Letter of Credit, at a rate separately agreed between the Company and such L/C Issuer, or computed on the amount of such other amount increase, and payable upon the effectiveness of such amendment, and (iii) with respect to each standby Letter of Credit, at a rate per annum as the Company may be agreed upon by Borrower and agree to in writing with such L/C Issuer, or, with respect Issuer computed on the actual daily maximum amount available to commercial L/Cs, be drawn under such Letter of Credit (whether or not such maximum amount is then in an amount agreed upon by Borrower effect under such Letter of Credit) and such L/C Issuerson a quarterly basis in arrears. Such fronting fee shall be due and payable (i) with respect to standby L/Cs, on the tenth Business Day after 15th day following the end last day of each January, April, July, and October in respect of calendar quarter for the most recently-ended quarterly period immediately preceding quarter (or portion thereof, in the case of the first payment), commencing with the first such date to occur after the issuance of such L/CLetter of Credit, on the L/C Letter of Credit Expiration Date, and thereafter on demand, or (ii) with respect to commercial L/Cs, upon the issuance thereof and with respect to any amendment increasing the amount of such commercial L/C, on the amount of such increase, and payable upon the effectiveness of such amendment. For purposes of computing the daily amount available to be drawn under any L/C, the amount of such L/C shall be determined in accordance with Section 1.7. In addition, Borrower the Company shall pay directly to the applicable L/C Issuer for its own account, in Dollars account the customary issuance, presentation, amendment, amendment and other processing fees, and other standard costs and charges charges, of such L/C Issuer relating to letters of credit as from time to time in effect. Such customary fees and standard costs and charges are due and payable on demand and are nonrefundable.