Common use of L/C Fees Clause in Contracts

L/C Fees. The Borrowers agree to pay (i) to the Administrative Agent, for the account of the Revolving Lenders, a fee (the “L/C Participation Fee”) in Dollars for each Letter of Credit, at a rate per annum equal to the Applicable Margin multiplied by the average daily amount available to be drawn under such Letter of Credit, and (ii) to each applicable L/C Issuer for its own account a fee (the “L/C Fronting Fee”), which shall accrue at the rate or rates per annum separately agreed upon between the Borrowers and such L/C Issuer on the average daily amount of the L/C Obligations attributable to Letters of Credit issued by such L/C Issuer (excluding any portion thereof attributable to unreimbursed L/C Disbursements) during the period from and including the Closing Date to but excluding the later of the date of termination of the Revolving Commitments and the date on which there ceases to be any L/C Obligations, as well as such L/C Issuer’s standard fees with respect to the issuance, amendment, renewal or extension of any Letter of Credit or processing of drawings thereunder. Accrued L/C Participation Fees and L/C Fronting Fees shall be payable in arrears on the last day of March, June, September and December of each year, commencing on the first such date to occur after the Closing Date; provided that all such fees shall be payable on the date on which the Revolving Commitments terminate and any such fees accruing after the date on which the Revolving Commitments terminate shall be payable on demand. Any other fees payable to any L/C Issuer pursuant to this paragraph shall be payable within ten (10) days after demand. All L/C Participation Fees and L/C Fronting Fees shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day). Notwithstanding the foregoing, if an Event of Default has occurred and is continuing and the Administrative Agent, upon the direction of the Required Lenders or any Initial Lender, so notifies the Lead Borrower (provided that no such notification shall be required, and the following interest shall automatically be payable, in the case of an Event of Default under Sections 8.01(a), (f) or (g)) then, so long as such Event of Default is continuing, past due L/C Participation Fees and L/C Fronting Fees, as applicable, shall accrue interest at a rate per annum equal to the Default Rate.

L/C Fees. The Borrowers agree Borrower agrees to pay (i) to the Administrative Agent, Agent for the account of the Revolving Lenders, Lenders a fee (the “L/C Participation Fee”) in Dollars for each Letter of Credit, at a rate per annum equal to the Applicable Margin multiplied by the average daily amount available to be drawn under such Letter of Credit, and (ii) to each applicable the L/C Issuer for its own account a fee (the “L/C Fronting Fee”), which shall accrue at the rate or rates per annum separately agreed upon between the Borrowers Borrower and such the L/C Issuer on the average daily amount of the L/C Obligations attributable to Letters of Credit issued by such L/C Issuer (excluding any portion thereof attributable to unreimbursed L/C Disbursements) during the period from and including the Closing Date to but excluding the later of the date of termination of the Revolving Commitments and the date on which there ceases to be any L/C Obligations, as well as such the L/C Issuer’s standard fees with respect to the issuance, amendment, renewal or extension of any Letter of Credit or processing of drawings thereunder. Accrued L/C Participation Fees and L/C Fronting Fees shall be payable in arrears on the last day of March, June, September and December of each year, commencing on the first such date to occur after the Closing Date; provided that all such fees shall be payable on the date on which the Revolving Commitments terminate and any such fees accruing after the date on which the Revolving Commitments terminate shall be payable on demand. Any other fees payable to any the L/C Issuer pursuant to this paragraph shall be payable within ten (10) 10 days after demand. All L/C Participation Fees and L/C Fronting Fees shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day). Notwithstanding the foregoing, if an Event of Default has occurred and is continuing and the Administrative Agent, upon the direction of the Required Lenders or any Initial Lender, so notifies the Lead Borrower (provided that no such notification shall be required, and the following interest shall automatically be payable, in the case of an Event of Default under Sections 8.01(a), (f) or (g)) then, so long as such Event of Default is continuing, past due L/C Participation Fees and L/C Fronting Fees, as applicable, shall accrue interest be calculated at a rate per annum equal to the Default Rate.

L/C Fees. The Borrowers agree Borrower shall pay to pay (i) to the Administrative Agent, Agent for the account of the Revolving Lenders, each Revolver Lender in accordance with its Commitment Percentage (i) a fee (the “for each commercial L/C Participation Fee”) in Dollars for each Letter equal to 1/8 of Credit, at a rate 1% per annum equal to times the Applicable Margin multiplied by Dollar Equivalent of the average actual daily maximum amount available to be drawn under each such Letter of CreditL/C, and (ii) a fee for each standby L/C equal to the Applicable Margin for LIBOREurocurrency Rate Loans times the Dollar Equivalent of the actual daily maximum amount available to be drawn under each such L/C; provided, however, any L/C Fees otherwise payable for the account of a Defaulting Lender with respect to any L/C as to which such Defaulting Lender has not provided Cash Collateral satisfactory to the applicable L/C Issuer pursuant to Section 2.3 shall be payable, to the maximum extent permitted by applicable Law, to the other Revolver Lenders in accordance with the upward adjustments in their respective Commitment Percentages allocable to such L/C pursuant to Section 3.15(a)(iv), with the balance of such fee, if any, payable to the applicable L/C Issuer for its own account a account. Such fee (the “for each L/C Fronting Fee”), which shall accrue at the rate or rates per annum separately agreed upon between the Borrowers and such L/C Issuer on the average daily amount of the L/C Obligations attributable to Letters of Credit issued by such L/C Issuer (excluding any portion thereof attributable to unreimbursed L/C Disbursements) during the period from and including the Closing Date to but excluding the later of the date of termination of the Revolving Commitments and the date on which there ceases to be any L/C Obligations, as well as such L/C Issuer’s standard fees with respect to the issuance, amendment, renewal or extension of any Letter of Credit or processing of drawings thereunder. Accrued L/C Participation Fees and L/C Fronting Fees shall be due and payable quarterly in arrears on the last day of March, June, September and December of each yearQuarterly Date, commencing on with the first such date to occur after the Closing Date; provided that all issuance of such fees shall be payable L/C, and on the expiration date on which of such L/C. If there is any change in the Revolving Commitments terminate and Applicable Margin during any such fees accruing after quarter, the date on which the Revolving Commitments terminate shall be payable on demand. Any other fees payable to any actual daily amount of each standby L/C Issuer pursuant to this paragraph shall be payable within ten (10) days after demand. All L/C Participation Fees and L/C Fronting Fees shall be computed on and multiplied by the basis of a year of 360 days and shall be payable Applicable Margin separately for the actual number of days elapsed (including the first day but excluding the last day)each period during such quarter that such Applicable Margin was in effect. Notwithstanding anything to the foregoing, if an Event of Default has occurred and is continuing and the Administrative Agentcontrary contained herein, upon the direction request of Required Revolver Lenders, while any Default exists, the Required Lenders or any Initial Lender, so notifies the Lead Borrower (provided that no such notification shall be required, and the following interest shall automatically be payable, in the case of an Event of Default under Sections 8.01(a), (f) or (g)) then, so long as such Event of Default is continuing, past due fees set forth herein with respect to L/C Participation Fees and L/C Fronting Fees, as applicable, Cs shall accrue interest at a rate per annum equal to the Default Rate.

L/C Fees. The Borrowers agree Borrower agrees to pay (i) to the Administrative Agent, Agent for the account of the each Revolving Lenders, Lender a Letter of Credit fee with respect to its participations in each outstanding Letter of Credit (the “L/C Participation Fee”) in Dollars for each Letter of Credit, which shall accrue at a rate per annum equal to the Applicable Margin multiplied by then applicable to Revolving Credit Loans that are Term Benchmark Loans on the average 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, and (ii) to each applicable L/C Issuer for its own account a fee (the “L/C Fronting Fee”), which shall accrue at the rate or rates per annum separately agreed upon between the Borrowers and such L/C Issuer on the average daily amount of the L/C Obligations attributable to Letters of Credit issued by such L/C Issuer (excluding any portion thereof attributable to unreimbursed L/C Disbursements) during the period from and including the Closing Date to but excluding the later of the date of termination Maturity Date of the Revolving Commitments Credit Facility and the date on which there such Lender ceases to be have any L/C Obligations, as well as such ; provided that any L/C Issuer’s standard fees Fees otherwise payable for the account of a Defaulting Lender with respect to the issuance, amendment, renewal or extension of any Letter of Credit or processing as to which such Defaulting Lender has not provided Cash Collateral satisfactory to the applicable L/C Issuer shall be payable, to the maximum extent permitted by applicable Law, to the other Revolving Lenders in accordance with the upward adjustments in their respective Applicable Lender Percentage allocable to such Letter of drawings thereunderCredit pursuant to Section 2.23(a)(iv), with the balance of such fee, if any, payable to the applicable L/C Issuer for its own account. Accrued L/C Participation Fees and L/C Fronting Fees shall be payable in arrears on the last day Business Day of each March, June, September and December of each yearDecember, commencing on the first such date to occur after the Closing Date, and on the Maturity Date of the Revolving Credit Facility; provided that all such fees shall be payable on the date on which the Revolving Commitments terminate and any such fees accruing after the date on which the Revolving Commitments terminate such Maturity Date shall be payable on demand. Any other fees payable Notwithstanding anything herein to the contrary, while any Event of Default exists, all L/C Issuer pursuant to this paragraph shall be payable within ten (10) days after demand. All L/C Participation Fees and L/C Fronting Fees shall be computed on accrue at the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day). Notwithstanding the foregoing, if an Event of Default has occurred and is continuing and the Administrative Agent, upon the direction of the Required Lenders or any Initial Lender, so notifies the Lead Borrower (provided that no such notification shall be required, and the following interest shall automatically be payable, in the case of an Event of Default under Sections 8.01(a), (f) or (g)) then, so long as such Event of Default is continuing, past due L/C Participation Fees and L/C Fronting Fees, as applicable, shall accrue interest at a rate per annum equal to the applicable Default Rate.

L/C Fees. The Borrowers agree to pay (i) The Borrower agrees to pay to the Administrative Agent, Agent for the account of each U.S. Revolving Lender a Letter of Credit fee with respect to its participations in the Revolving Lenders, outstanding U.S. Letters of Credit (a fee (the “U.S. L/C Participation Fee” and, collectively, the “U.S. L/C Fees”) in Dollars for each Letter of Credit, which shall accrue at a rate per annum equal to the Applicable Margin multiplied by Rate on the average aggregate daily maximum amount then available to be drawn under all U.S. Letters of Credit (whether or not such maximum amount is then in effect under any U.S. Letter of Credit if such maximum amount increases periodically pursuant to the terms of such U.S. Letter of Credit, and (ii) to each applicable L/C Issuer for its own account a fee (the “L/C Fronting Fee”), which shall accrue at the rate or rates per annum separately agreed upon between the Borrowers and such L/C Issuer on the average daily amount of the L/C Obligations attributable to Letters of Credit issued by such L/C Issuer (excluding any portion thereof attributable to unreimbursed L/C Disbursements) during the period from and including the Closing Date to but excluding the later of the date of termination Maturity Date of the Revolving Commitments Facilities and the date on which there such Lender ceases to be have any U.S. L/C Obligations, as well as such ; provided that any U.S. L/C Issuer’s standard fees Fees otherwise payable for the account of a Defaulting Lender with respect to the issuance, amendment, renewal or extension of any U.S. Letter of Credit as to which such Defaulting Lender has not provided Cash Collateral satisfactory to the applicable L/C Issuer shall be payable, to the maximum extent permitted by applicable Law, to the other U.S. Revolving Lenders in accordance with the upward adjustments in their respective U.S. Revolving Percentages allocable to such U.S. Letter of Credit pursuant to Section 2.18(a)(iv), with the balance of such fee, if any, payable to the applicable L/C Issuer for its own account to the extent its remaining Fronting Exposure is not Cash Collateralized or processing otherwise participated to U.S. Revolving Lenders. (ii) The Borrower agrees to pay to the Administrative Agent for the account of drawings thereunder. each Multicurrency Revolving Lender a Letter of Credit fee with respect to its participations in the outstanding Multicurrency Letters of Credit (a “Multicurrency L/C Fee” and, collectively, the “Multicurrency L/C Fees”) which shall accrue at a rate per annum equal to the Applicable Rate on the average aggregate daily maximum amount then available to be drawn under all Multicurrency Letters of Credit (whether or not such maximum amount is then in effect under any Multicurrency Letter of Credit if such maximum amount increases NY\6127033.17 periodically pursuant to the terms of such Multicurrency Letter of Credit), during the period from and including the Closing Date to but excluding the later of the Maturity Date of the Revolving Facilities and the date on which such Lender ceases to have any Multicurrency L/C Obligations; provided that any Multicurrency L/C Fees otherwise payable for the account of a Defaulting Lender with respect to any Multicurrency Letter of Credit as to which such Defaulting Lender has not provided Cash Collateral satisfactory to the applicable L/C Issuer shall be payable, to the maximum extent permitted by applicable Law, to the other Multicurrency Revolving Lenders in accordance with the upward adjustments in their respective Multicurrency Revolving Percentages allocable to such Multicurrency Letter of Credit pursuant to Section 2.18(a)(iv), with the balance of such fee, if any, payable to the applicable L/C Issuer for its own account to the extent its remaining Fronting Exposure is not Cash Collateralized or otherwise participated to Multicurrency Revolving Lenders. (iii) Accrued L/C Participation Fees and L/C Fronting Fees shall be payable in arrears on the last day Business Day of each March, June, September and December of each yearDecember, commencing on the first such date to occur after the Closing Date, and on the Maturity Date of the Revolving Facilities; provided that all such fees shall be payable on the date on which the Revolving Commitments terminate and any such fees accruing after the date on which the Revolving Commitments terminate such Maturity Date shall be payable on written demand. Any other fees payable Notwithstanding anything herein to any L/C Issuer pursuant to this paragraph shall be payable within ten (10) days after demand. All L/C Participation Fees and L/C Fronting Fees shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day). Notwithstanding the foregoing, if an Event of Default has occurred and is continuing and the Administrative Agentcontrary, upon the direction request of the Required Lenders or Revolving Lenders, while any Initial Lender, so notifies the Lead Borrower (provided that no such notification shall be required, and the following interest shall automatically be payable, in the case of an Event of Default under Sections Section 8.01(a), (e), or (f) or (g)) thenexists, so long as such Event of Default is continuing, past due all L/C Participation Fees and L/C Fronting Fees, as applicable, shall accrue interest at a rate per annum equal to the applicable Default Rate. (iv) All fees referred to in this Section 2.09(b) shall be paid to Administrative Agent at its Principal Office and upon receipt, Administrative Agent shall promptly distribute to each applicable Lender its Pro Rata Share thereof.

L/C Fees. The Borrowers agree to pay (i) to the Administrative Agent, for the account of the Revolving Lenders, a fee (the “L/C Participation Fee”) in Dollars for each Letter of Credit, at a rate per annum equal to the Applicable Margin multiplied by the Dollar Equivalent of the average daily amount available to be drawn under such Letter of Credit, and (ii) to each applicable L/C Issuer for its own account a fee (the “L/C Fronting Fee”), which shall accrue at the a rate or rates equal to 0.125% per annum separately agreed upon between on the Borrowers and such L/C Issuer on Dollar Equivalent of the average daily amount of the L/C Obligations attributable to Letters of Credit issued by such L/C Issuer (excluding any portion thereof attributable to unreimbursed L/C Disbursements) during the period from and including the Closing Date to but excluding the later of the date of termination of the Revolving Commitments and the date on which there ceases to be any L/C Obligations, as well as such L/C Issuer’s standard fees with respect to the issuance, amendment, renewal or extension of any Letter of Credit or processing of drawings thereunder. Accrued L/C Participation Fees and L/C Fronting Fees shall be payable in arrears on the last day of March, June, September and December of each year, commencing on the first such date to occur after the Closing Date; provided that all such fees shall be payable on the date on which the Revolving Commitments terminate and any such fees accruing after the date on which the Revolving Commitments terminate shall be payable on demand. Any other fees payable to any L/C Issuer pursuant to this paragraph shall be payable within ten (10) days after demand. All L/C Participation Fees and L/C Fronting Fees shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day). Notwithstanding the foregoing, if an Event of Default has occurred and is continuing and the Administrative Agent, upon Agent (in the direction case of the Required Lenders L/C Participation Fees) or any Initial Lender, applicable L/C Issuer (in the case of L/C Fronting Fees) so notifies the Lead Borrower (provided that no such notification shall be required, and the following interest shall automatically be payable, in the case of an Event of Default under Sections 8.01(a8.1(a), (fb), (h) or (gi)) ), then, so long as such Event of Default is continuing, past due L/C Participation Fees and L/C Fronting Fees, as applicable, shall accrue interest be calculated at a rate per annum equal to the Default Rate. For purposes of computing the Dollar Equivalent of 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 1.11.

L/C Fees. The Borrowers agree Borrower agrees to pay (i) to the Administrative Agent, Agent for the account of the Revolving Lenders, Lenders a fee (the “L/C Participation Fee”) in Dollars for each Letter of Credit, at a rate per annum equal to the Applicable Margin multiplied by the average daily amount available to be drawn under such Letter of Credit, and (ii) to each applicable the L/C Issuer for its own account a fee (the “L/C Fronting Fee”), which shall accrue at the rate or rates of 0.125% per annum separately agreed upon between the Borrowers and such L/C Issuer on the average daily amount of the L/C Obligations attributable to Letters of Credit issued by such L/C Issuer (excluding any portion thereof attributable to unreimbursed L/C Disbursements) during the period from and including the Closing Date to but excluding the later of the date of termination of the Revolving Commitments and the date on which there ceases to be any L/C Obligations, as well as such the L/C Issuer’s standard fees with respect to the issuance, amendment, renewal or extension of any Letter of Credit or processing of drawings thereunder. Accrued L/C Participation Fees and L/C Fronting Fees shall be payable in arrears on the last day of March, June, September and December of each year, commencing on the first such date to occur after the Closing Agreement Date; provided that all such fees shall be payable on the date on which the Revolving Commitments terminate and any such fees accruing after the date on which the Revolving Commitments terminate shall be payable on demand. Any other fees payable to any the L/C Issuer pursuant to this paragraph shall be payable within ten (10) days after demand. All L/C Participation Fees and L/C Fronting Fees shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day). Notwithstanding the foregoing, if an Event of Default has occurred and is continuing and the Administrative Agentcontinuing, upon the direction of the Required Lenders or any Initial Lender, so notifies the Lead Borrower (provided that no such notification shall be required, and the following interest shall automatically be payable, in the case of an Event of Default under Sections 8.01(a), (f) or (g)) then, so long as such Event of Default is continuing, past due L/C Participation Fees and L/C Fronting Fees, as applicable, shall accrue interest be calculated at a rate per annum equal to the Default Rate.

L/C Fees. The Borrowers agree Borrower agrees to pay (i) to the Administrative Agent, Agent for the account of the Revolving Lenders, Lenders a fee (the “L/C Participation Fee”) in Dollars for each Letter of Credit, at a rate per annum equal to the Applicable Margin multiplied by the average daily amount available to be drawn under such Letter of Credit, Credit and (ii) to each applicable the L/C Issuer for its own account a fee (the “L/C Fronting Fee”), which shall accrue at the rate or rates per annum separately agreed upon between the Borrowers Borrower and such the L/C Issuer on the average daily amount of the L/C Obligations attributable to Letters of Credit issued by such L/C Issuer (excluding any portion thereof attributable to unreimbursed L/C Disbursements) during the period from and including the Closing Date to but excluding the later of the date of termination of the Revolving Commitments and the date on which there ceases to be any L/C Obligations, as well as such the L/C Issuer’s standard fees with respect to the issuance, amendment, renewal or extension of any Letter of Credit or processing of drawings thereunder. Accrued L/C Participation Fees and L/C Fronting Fees shall be payable in arrears on the last day of March, June, September and December of each year, commencing on the first such date to occur after the Closing Agreement Date; provided that all such fees shall be payable on the date on which the Revolving Commitments terminate and any such fees accruing after the date on which the Revolving Commitments terminate shall be payable on demand. Any other fees payable to any the L/C Issuer pursuant to this paragraph shall be payable within ten (10) 10 days after demand. All L/C Participation Fees and L/C Fronting Fees shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day). Notwithstanding the foregoing, if an Event of Default has occurred and is continuing and the Administrative Agent, upon at the direction request of the Required Lenders (in the case of L/C Participation Fees) or any Initial Lenderthe L/C Issuer (in the case of L/C Fronting Fees), so notifies the Lead Borrower (provided that no such notification shall be required, and the following interest shall automatically be payable, in the case of an Event of Default under Sections 8.01(a8.1(a), (fb), (h) or (gi)) ), then, so long as such Event of Default is continuing, past due L/C Participation Fees and L/C Fronting Fees, as applicable, shall accrue interest be calculated at a rate per annum equal to the Default Rate.