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L/C Participation Fees. The Borrowers, jointly and severally, agree to pay # to the Administrative Agent, for the ratable account of the Lenders, a fee (the "L/C Participation Fee") in Dollars in an amount equal to # the Applicable Margin, multiplied by # the daily average L/C Obligations, 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; and # to the L/C Issuer for its own account a fronting fee ("L/C Fronting Fee") at the time of the issuance of each Letter of Credit in an amount equal to one-eighth of one percent (0.125%) of the face amount of such Letter of Credit. The Borrowers shall also, jointly and severally, pay to the L/C Issuer for the L/C Issuer's sole account the L/C Issuer's then in effect customary fees and administrative expenses payable with respect to letters of credit as the L/C Issuer may generally charge or incur from time to time in connection with the issuance, maintenance, modification (if any), assignment or transfer (if any), negotiation and administration of the Letters of Credit. Accrued L/C Participation Fees shall be computed and payable in arrears on the first day of each April, July, October and January of each year, commencing on the first such date to occur after the 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 the L/C Issuer pursuant to this paragraph shall be payable within ten days after demand. All L/C Participation Fees and L/C Fronting Fees shall be computed on the basis of a year of 365 days (or 366 days in a leap year) 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, the Administrative Agent may, and shall at the direction of the Required Lenders, calculate L/C Participation Fees and L/C Fronting Fees, as applicable, at a rate per annum equal to the Default Rate.

L/C ParticipationLetter of Credit Fees. The Borrowers, jointly and severally, agreeBorrower agrees to pay # to the Administrative Agent,Agent for the ratable account of the Lenders,each Revolving Lender a participation fee (the "L/C Participation Fee")with respect to its participations in Dollars in an amountLetters of Credit, which shall accrue at a rate per annum equal to # the Applicable Margin, multiplied by #Rate applicable to interest on Eurodollar Loans on the average daily average L/C Obligations,amount of such Lender’s LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the ClosingFirst Amendment and Restatement Effective Date to but excluding the later of the date on which such Lender’s Revolving Commitment terminates and the date on which such Lender ceases to have any LC Exposure, and # to the applicable Issuing Bank a fronting fee, which shall accrue at the rate of 0.125% per annum on the average daily amount of the LC Exposure of Letters of Credit issued by such Issuing Bank (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the First Amendment and Restatement Effective 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; and #LC Exposure, as well as the applicable Issuing Bank’s standard fees with respect to the L/C Issuer for its own account a fronting fee ("L/C Fronting Fee") at the timeissuance, amendment, renewal or extension of the issuance of eachany Letter of Credit in an amount equal to one-eighthor processing of one percent (0.125%) of the face amount of such Letter of Credit. The Borrowers shall also, jointly and severally, pay to the L/C Issuer for the L/C Issuer's sole account the L/C Issuer's then in effect customarydrawings thereunder. Participation fees and administrative expenses payable with respect to letters of credit as the L/C Issuer may generally charge or incur from time to time in connection with the issuance, maintenance, modification (if any), assignment or transfer (if any), negotiationfronting fees accrued through and administration of the Letters of Credit. Accrued L/C Participation Feesincluding each Quarterly Date shall be computed and payable in arrears on the first day of each April, July, October and January of each year,third Business Day following such Quarterly Date, commencing on the first such date to occur after the AgreementFirst Amendment and Restatement Effective 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 the L/C Issuerapplicable Issuing Bank pursuant to this paragraph shall be payable within ten10 days after demand. All L/C Participation Feesparticipation fees and L/C Fronting Feesfronting fees shall be computed on the basis of a year of 365360 days (or 366 days in a leap year) 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, the Administrative Agent may, and shall at the direction of the Required Lenders, calculate L/C Participation Fees and L/C Fronting Fees, as applicable, at a rate per annum equal to the Default Rate.

L/C Participation Fees. The Borrowers, jointly and severally,Borrowers agree to pay # to the Administrative Agent,Agent for the ratable account of each Revolving Lender a participation fee with respect to its participations in Letters of Credit, which shall accrue at the Lenders, a fee (the "L/C Participation Fee") in Dollars in ansame Applicable Rate used to determine the interest rate applicable to Eurodollar Revolving Loans on the average daily amount equalof such Lender’s LC Exposure (excluding any portion thereof attributable to # the Applicable Margin, multiplied by # the daily average L/C Obligations,unreimbursed LC Disbursements) during the period from and including the ClosingEffective Date to but excluding the later of the date on which such Lender’s Revolving Commitment terminates and the date on which such Lender ceases to have any LC Exposure, and # to the Issuing Bank a fronting fee, which shall accrue at the rate of .125% per annum on the average daily amount of the LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) attributable to Letters of Credit issued by the Issuing Bank during the period from and including the Effective 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;LC Exposure, as well as the Issuing Bank’s standard fees and #commissions with respect to the L/C Issuer for its own account a fronting fee ("L/C Fronting Fee") at the timeissuance, amendment, cancellation, negotiation, transfer, presentment, renewal or extension of the issuance of eachany Letter of Credit in an amount equal to one-eighthor processing of one percent (0.125%) of the face amount of such Letter of Credit. The Borrowers shall also, jointly and severally, pay to the L/C Issuer for the L/C Issuer's sole account the L/C Issuer's then in effect customarydrawings thereunder. Participation fees and administrative expenses payable with respect to lettersfronting fees accrued through and including the last day of credit as the L/C Issuer may generally charge or incur from time to time in connection with the issuance, maintenance, modification (if any), assignment or transfer (if any), negotiation and administration of the Letters of Credit. Accrued L/C Participation Feeseach calendar month shall be computed and payable in arrears on the first dayBusiness Day of each April, July, October and January of each year,calendar month following such last day, commencing on the first such date to occur after the AgreementEffective 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 the L/C IssuerIssuing Bank pursuant to this paragraph shall be payable within ten (10) days after demand. All L/C Participation Feesparticipation fees and L/C Fronting Feesfronting fees shall be computed on the basis of a year of 365360 days (or 366 days in a leap year) 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, the Administrative Agent may, and shall at the direction of the Required Lenders, calculate L/C Participation Fees and L/C Fronting Fees, as applicable, at a rate per annum equal to the Default Rate.

L/C ParticipationLetter of Credit Fees. The Borrowers, jointly and severally, agreeBorrower agrees to pay # to the Administrative Agent,Agent for the ratable account of the Lenders,each Lender a participation fee (the "L/C Participation Fee")with respect to its participations in Dollars in an amountLetters of Credit, which shall accrue at a rate per annum equal to # the Applicable Margin, multiplied by #Margin applicable to interest on Term Benchmark Loans (or, if such Letter of Credit is denominated in GBP, RFR Loans) on the daily average L/C Obligations,maximum amount of such Lender’s LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the ClosingEffective Date to but excluding the later of the date on which such Lender’s Commitment of the applicable Class terminates and the date on which such Lender ceases to have any LC Exposure of such Class, and # to each Issuing Bank a fronting fee, which shall accrue at the rate of 0.25% per annum on the daily maximum amount of the LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) applicable to Letters of Credit issued by such Issuing Bank during the period from and including the Effective 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; and #LC Exposure, as well as each Issuing Bank’s standard fees with respect to the L/C Issuer for its own account a fronting fee ("L/C Fronting Fee") at the timeissuance, amendment, renewal or extension of the issuance of eachany Letter of Credit in an amount equal to one-eighthor processing of one percent (0.125%) of the face amount of such Letter of Credit. The Borrowers shall also, jointly and severally, pay to the L/C Issuer for the L/C Issuer's sole account the L/C Issuer's then in effect customarydrawings thereunder. Participation fees and administrative expenses payable with respect to letters of credit as the L/C Issuer may generally charge or incur from time to time in connection with the issuance, maintenance, modification (if any), assignment or transfer (if any), negotiationfronting fees accrued through and administration of the Letters of Credit. Accrued L/C Participation Feesincluding each Quarterly Date shall be computed and payable in arrears on the first day of each April, July, October and January of each year,sixth (6th) Business Day following such Quarterly Date, commencing on the first such date to occur after the Agreement Date;March 31, 2023; provided thatthat, all such fees with respect to the Letters of Credit shall be payable on the date on which the Revolving Commitments of the applicable Class terminate and(the “termination date”), the Borrower shall pay any such fees accruingthat have accrued and that are unpaid on the termination date and, in the event any Letters of Credit shall be outstanding that have expiration dates after the termination date, the Borrower shall prepay on the termination date the full amount of the participation and fronting fees that will accrue on such Letters of Credit subsequent to the termination date through but not including the date such outstanding Letters of Credit are scheduled to expire (and in that connection, the agree not later than the date two (2) Business Days after the date onupon which the Revolving Commitments terminatelast such Letter of Credit shall expire or be payable on demand.terminated to rebate to the Borrower the excess, if any, of the aggregate participation and fronting fees that have been prepaid by the Borrower over the amount of such fees that ultimately accrue through the date of such expiration or termination). Any other fees payable to the L/C IssuerIssuing Banks pursuant to this paragraph shall be payable within ten days(10) Business Days after demand. All L/C Participation Feesparticipation fees and L/C Fronting Feesfronting fees shall be computed on the basis of a year of 365three hundred sixty (360) days (or 366 days in a leap year) 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, the Administrative Agent may, and shall at the direction of the Required Lenders, calculate L/C Participation Fees and L/C Fronting Fees, as applicable, at a rate per annum equal to the Default Rate.

L/C Participation Fees. The Borrowers, jointly and severally, agreeCompany agrees to pay # to the Administrative Agent,Agent for the ratable account of each Lender a participation fee with respect to its participations in Letters of Credit, which shall accrue at the Lenders, a fee (the "L/C Participation Fee") in Dollars in ansame Applicable Rate used to determine the interest rate applicable to Eurocurrency Revolving Loans on the average daily amount equalof such Lender’s LC Exposure (excluding any portion thereof attributable to # the Applicable Margin, multiplied by # the daily average L/C Obligations,unreimbursed LC Disbursements) during the period from and including the ClosingEffective Date to but excluding the later of the date on which such Lender’s Commitment terminates and the date on which such Lender ceases to have any LC Exposure, and # to the applicable Issuing Bank a fronting fee, which shall accrue at 0.125% per annum on the average daily amount of the LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the Effective 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; and #LC Exposure, as well as the applicable Issuing Bank’s standard fees with respect to the L/C Issuer for its own account a fronting fee ("L/C Fronting Fee") at the timeissuance, amendment, renewal or extension of the issuance of eachany Letter of Credit in an amount equal to one-eighthor processing of one percent (0.125%) of the face amount of such Letter of Credit. The Borrowers shall also, jointly and severally, pay to the L/C Issuer for the L/C Issuer's sole account the L/C Issuer's then in effect customarydrawings thereunder. Participation fees and administrative expenses payable with respect to lettersfronting fees accrued through and including the last day of credit as the L/C Issuer may generally charge or incur from time to time in connection with the issuance, maintenance, modification (if any), assignment or transfer (if any), negotiationMarch, June, September and administrationDecember of the Letters of Credit. Accrued L/C Participation Feeseach year shall be computed and payable in arrearsDollars on the first day of each April, July, October and January of each year,third Business Day following such last day, commencing on the first such date to occur after the AgreementEffective 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 the L/C Issuerapplicable Issuing Bank pursuant to this paragraph shall be payable within ten10 days after demand. All L/C Participation Feesparticipation fees and L/C Fronting Feesfronting fees shall be computed on the basis of a year of 365360 days (or 366 days in a leap year) 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, the Administrative Agent may, and shall at the direction of the Required Lenders, calculate L/C Participation Fees and L/C Fronting Fees, as applicable, at a rate per annum equal to the Default Rate.

L/C Participation Fees. The Borrowers, jointly and severally, agreeBorrower agrees to pay # to the Administrative Agent,Agent for the ratable account of each Lender in accordance with its Applicable Percentage, a participation fee with respect to its participations in Letters of Credit, which shall accrue at the Lenders, a fee (the "L/C Participation Fee") in Dollars in ansame Applicable Rate used to determine the interest rate applicable to Eurodollar Loans on the average daily amount equalof such Lender’s LC Exposure (excluding any portion thereof attributable to # the Applicable Margin, multiplied by # the daily average L/C Obligations,unreimbursed LC Disbursements) during the period from and including the ClosingEffective Date to but excluding the later of the date on which such Lender’s Commitment terminates and the date on which such Lender ceases to have any LC Exposure, and # to each Issuing Bank, for its own account, a fronting fee with respect to each Letter of Credit issued by such Issuing Bank, which shall accrue at a rate of 0.125% per annum on the average daily amount of the Total LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) attributable to Letters of Credit issued by such Issuing Bank during the period from and including the Effective Date to but excluding the later of the date of termination of the RevolvingAggregate Commitments and the date on which there ceases to be any L/C Obligations;LC Exposure attributable to Letters of Credit issued by such Issuing Bank, as well as such Issuing Bank’s standard fees and #commissions with respect to the L/C Issuer for its own account a fronting fee ("L/C Fronting Fee") at the timeissuance, amendment, cancellation, negotiation, transfer, presentment, renewal or extension of the issuance of eachany Letter of Credit in an amount equal to one-eighthor processing of one percent (0.125%) of the face amount of such Letter of Credit. The Borrowers shall also, jointly and severally, pay to the L/C Issuer for the L/C Issuer's sole account the L/C Issuer's then in effect customarydrawings thereunder. Participation fees and administrative expenses payable with respect to lettersfronting fees accrued through and including the last day of credit as the L/C Issuer may generally charge or incur from time to time in connection with the issuance, maintenance, modification (if any), assignment or transfer (if any), negotiationMarch, June, September and administrationDecember of the Letters of Credit. Accrued L/C Participation Feeseach year shall be computed and payable in arrears on the first day of each April, July, October and January of each year,third (3rd) Business Day following such last day, commencing on the first such date to occur after the AgreementEffective Date; provided that all such fees shall be payable on the date on which the RevolvingAggregate Commitments terminate and any such fees accruing after the date on which the RevolvingAggregate Commitments terminate shall be payable on demand. Any other fees payable to the L/C Issuerany Issuing Bank pursuant to this paragraph shall be payable within ten (10) days after demand. All L/C Participation Feesparticipation fees and L/C Fronting Feesfronting fees shall be computed on the basis of a year of 365360 days (or 366 days in a leap year) 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, the Administrative Agent may, and shall at the direction of the Required Lenders, calculate L/C Participation Fees and L/C Fronting Fees, as applicable, at a rate per annum equal to the Default Rate.

L/C ParticipationLetter of Credit Fees. The Borrowers, jointly and severally, agreeSubject to the provisions of [Section 2.19(a)(iii)], the Borrower agrees to pay # to the Administrative Agent,Agent for the ratable account of the Lenders,each Lender a participation fee (the "L/C Participation Fee")with respect to its participations in Dollars in an amountLetters of Credit of each Class of Commitments, which shall accrue at a rate per annum equal to # the Applicable Margin, multiplied by #Margin applicable to interest on SOFR Loans on the average daily average L/C Obligations,amount of such Lender’s LC Exposure of such Class (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the ClosingOriginal Effective Date to but excluding the later of the date on which such Lender’s Commitment of such Class terminates and the date on which such Lender ceases to have any LC Exposure of such Class, and # to the Issuing Bank a fronting fee, which shall accrue at the rate of 0.125% per annum on the average daily amount of the LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the Original Effective 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; and #LC Exposure, as well as the Issuing Bank’s standard fees with respect to the L/C Issuer for its own account a fronting fee ("L/C Fronting Fee") at the timeissuance, amendment, renewal or extension of the issuance of eachany Letter of Credit in an amount equal to one-eighthor processing of one percent (0.125%) of the face amount of such Letter of Credit. The Borrowers shall also, jointly and severally, pay to the L/C Issuer for the L/C Issuer's sole account the L/C Issuer's then in effect customarydrawings thereunder. Participation fees and administrative expensesfronting fees accrued through and including each Quarterly Date shall be payable on the third Business Day following such Quarterly Date; provided that # all such fees with respect to letters of credit as the L/C Issuer may generally charge or incur from time to time in connection with the issuance, maintenance, modification (if any), assignment or transfer (if any), negotiation and administration of the Letters of Credit. Accrued L/C Participation Fees shall be computed and payable in arrears on the first dayCredit of each April, July, October and January of each year, commencing on the first such date to occur after the Agreement Date; provided that all such feesa Class shall be payable on the date on which the Revolving Commitments terminate andof such Class terminate, # any such fees accruing after the date on which the Revolvingsuch Commitments terminate shall be payable on demand.demand and # without duplication, with respect to any Letter of Credit that expires after the Commitment Termination Date as provided in [Section 2.05(d)], the Borrower shall continue to pay the fronting and other fees specified in [Section 2.11(b)(ii)] above following the Commitment Termination Date for so long as such Letter of Credit remains outstanding. Any other fees payable to the L/C IssuerIssuing Bank pursuant to this paragraph shall be payable within ten10 days after demand. All L/C Participation Feesparticipation fees and L/C Fronting Feesfronting fees shall be computed on the basis of a year of 365360 days (or 366 days in a leap year) 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, the Administrative Agent may, and shall at the direction of the Required Lenders, calculate L/C Participation Fees and L/C Fronting Fees, as applicable, at a rate per annum equal to the Default Rate.

L/C Participation Fees. The Borrowers, jointly and severally, agreeBorrower agrees to pay # to the Administrative Agent,Agent for the ratable account of each Lender (other than a Defaulting Lender, subject to Section 2.20) a participation fee with respect to its participations in Letters of Credit, which shall accrue at the Lenders, a fee (the "L/C Participation Fee") in Dollars in ansame Applicable Rate used to determine the interest rate applicable to EurodollarTerm SOFR Loans on the average daily amount equalof such Lender’s LC Exposure (excluding any portion thereof attributable to # the Applicable Margin, multiplied by # the daily average L/C Obligations,unreimbursed LC Disbursements) during the period from and including the ClosingEffective Date to but excluding the later of the date on which such Lender’s Commitment terminates and the date on which such Lender ceases to have any LC Exposure, and # to the applicable Issuing Bank a fronting fee, which shall accrue at the rate of 0.25% per annum on the average daily amount of each applicable Letter of Credit (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the Effective 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; and #LC Exposure, as well as the applicable Issuing Bank’s standard fees with respect to the L/C Issuer for its own account a fronting fee ("L/C Fronting Fee") at the timeissuance, amendment, renewal or extension of the issuance of eachany Letter of Credit in an amount equal to one-eighthor processing of one percent (0.125%) of the face amount of such Letter of Credit. The Borrowers shall also, jointly and severally, pay to the L/C Issuer for the L/C Issuer's sole account the L/C Issuer's then in effect customarydrawings thereunder. Participation fees and administrative expenses payable with respect to lettersfronting fees accrued through and including the last day of credit as the L/C Issuer may generally charge or incur from time to time in connection with the issuance, maintenance, modification (if any), assignment or transfer (if any), negotiation and administration of the Letters of Credit. Accrued L/C Participation Feeseach calendar quarter shall be computed and payable in arrears on the first dayBusiness Day of each April, July, October and January of each year,January, April, July and October following such last day, commencing on the first such date to occur after the AgreementEffective Date; providedprovided, 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 the L/C Issuerany Issuing Bank pursuant to this paragraph shall be payable within ten (10) days after demand. All L/C Participation Feesparticipation fees and L/C Fronting Feesfronting fees shall be computed on the basis of a year of 365360 days (or 366 days in a leap year) 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, the Administrative Agent may, and shall at the direction of the Required Lenders, calculate L/C Participation Fees and L/C Fronting Fees, as applicable, at a rate per annum equal to the Default Rate.elapsed.

L/C Participation Fees. The Borrowers, jointly and severally, agree# agrees to pay # to the [[Administrative Agent,Agent:Organization]] for the ratable account of each Lender a participation fee with respect to its participations in Letters of Credit, which shall accrue at the Lenders, a fee (the "L/C Participation Fee") in Dollars in an amount equalsame Applicable Rate used to #determine the Applicable Margin, multiplied by #interest rate applicable to Eurocurrency Revolving Loans on the average daily average L/C Obligations,Dollar Amount of such Lender’s LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the ClosingEffective Date to but excluding the later of the date on which such Lender’s Commitment terminates and the date on which such Lender ceases to have any LC Exposure, and # to each Issuing Bank for its own account a fronting fee, which shall accrue at the rate of 0.125% per annum on the average daily Dollar Amount of the LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) attributable to Letters of Credit issued by such Issuing Bank during the period from and including the Effective 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;LC Exposure, as well as such Issuing Bank’s standard fees and #commissions (in such Agreed Currencies as such Issuing Bank shall require) with respect to the L/C Issuer for its own account a fronting fee ("L/C Fronting Fee") at the timeissuance, amendment, cancellation, negotiation, transfer, presentment, renewal or extension of the issuance of eachany Letter of Credit in an amount equal to one-eighthor processing of one percent (0.125%) of the face amount of such Letter of Credit. The Borrowers shall also, jointly and severally, pay to the L/C Issuer for the L/C Issuer's sole account the L/C Issuer's then in effect customarydrawings thereunder. Unless otherwise specified above, participation fees and administrative expenses payable with respect to lettersfronting fees accrued through and including the last day of credit as the L/C Issuer may generally charge or incur from time to time in connection with the issuance, maintenance, modification (if any), assignment or transfer (if any), negotiationMarch, June, September and administrationDecember of the Letters of Credit. Accrued L/C Participation Feeseach year shall be computed and payable in arrears on the first day of each April, July, October and January of each year,fifteenth (15th) Business Day following such last day, commencing on the first such date to occur after the AgreementEffective 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 the L/C Issuerany Issuing Bank pursuant to this paragraph shall be payable within ten (10) days after demand. All L/C Participation Feesparticipation fees and L/C Fronting Feesfronting fees shall be computed on the basis of a year of 365360 days (or 366 days in a leap year) 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, the Administrative Agent may, and shall at the direction of the Required Lenders, calculate L/C Participation Fees and L/C Fronting Fees, as applicable, at a rate per annum equal to the Default Rate.

L/C Participation Fees. The Borrowers, jointly and severally, agree# agrees to pay # to the Administrative Agent,Agent for the ratable account of each Lender a participation fee with respect to its participations in Letters of Credit, which shall accrue at the Lenders, a fee (the "L/C Participation Fee") in Dollars in an amount equalsame Applicable Rate used to #determine the Applicable Margin, multiplied by #interest rate applicable to EurocurrencyTerm Benchmark Revolving Loans on the average daily average L/C Obligations,Dollar Amount of such Lender’s LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the ClosingEffective Date to but excluding the later of the date on which such Lender’s Commitment terminates and the date on which such Lender ceases to have any LC Exposure, and # to each Issuing Bank for its own account a fronting fee, which shall accrue at the rate of 0.125% per annum on the average daily Dollar Amount of the LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) attributable to Letters of Credit issued by such Issuing Bank during the period from and including the Effective 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;LC Exposure, as well as such Issuing Bank’s standard fees and #commissions (in such Agreed Currencies as such Issuing Bank shall require) with respect to the L/C Issuer for its own account a fronting fee ("L/C Fronting Fee") at the timeissuance, amendment, cancellation, negotiation, transfer, presentment, renewal or extension of the issuance of eachany Letter of Credit in an amount equal to one-eighthor processing of one percent (0.125%) of the face amount of such Letter of Credit. The Borrowers shall also, jointly and severally, pay to the L/C Issuer for the L/C Issuer's sole account the L/C Issuer's then in effect customarydrawings thereunder. Unless otherwise specified above, participation fees and administrative expenses payable with respect to lettersfronting fees accrued through and including the last day of credit as the L/C Issuer may generally charge or incur from time to time in connection with the issuance, maintenance, modification (if any), assignment or transfer (if any), negotiationMarch, June, September and administrationDecember of the Letters of Credit. Accrued L/C Participation Feeseach year shall be computed and payable in arrears on the first day of each April, July, October and January of each year,fifteenth (15th) Business Day following such last day, commencing on the first such date to occur after the AgreementEffective 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 the L/C Issuerany Issuing Bank pursuant to this paragraph shall be payable within ten (10) days after demand. All L/C Participation Feesparticipation fees and L/C Fronting Feesfronting fees shall be computed on the basis of a year of 365360 days (or 366 days in a leap year) 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, the Administrative Agent may, and shall at the direction of the Required Lenders, calculate L/C Participation Fees and L/C Fronting Fees, as applicable, at a rate per annum equal to the Default Rate.

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AllDrafts is a cloud-based editor designed specifically for contracts. With automatic formatting, a massive clause library, smart redaction, and insanely easy templates, it’s a welcome change from Word.

And AllDrafts generates clean Word and PDF files from any draft.