Letter of Credit Fees. Except as provided in Section 2.22(B), ​ agrees to pay:

Letter of Credit Fee. Borrowers shall pay Agent (for the ratable benefit of the Revolving Lenders), a Letter of Credit fee (the “Letter of Credit Fee”) (which fee shall be in addition to the fronting fees and commissions, other fees, charges and expenses set forth in Section 2.11(k)) that shall accrue at a per annum rate equal to the LIBOR Rate Margin times the undrawn face amount of all issued and undrawn Letters of Credit.

The Company agrees to pay to the [[Person A:Person]] for the account of each Lender a commission on such Lender’s pro rata share of the average daily aggregate Available Amount of # all Standby Letters of Credit outstanding from time to time and # all Trade Letters of Credit outstanding from time to time, in each case at the Applicable Margin in effect from time to time for Eurocurrency Rate Loans, payable in Dollars (the amount of which commission shall be determined, in the case of the Available Amount of Letters of Credit denominated in an Alternate Currency, on the basis of the Dollar Equivalent of such amount on the date payable) in arrears quarterly on each Quarterly Date and on the Termination Date of such Lender, commencing on the first Quarterly Date after the date hereof; provided, however, any such fees otherwise payable for the account of a Defaulting Lender with respect to any Letter of Credit as to which such Defaulting Lender has not provided Cash Collateral satisfactory to the applicable Issuing Bank pursuant to [Section 2.04(b)(iv)] shall be payable, to the maximum extent permitted by applicable [[Organization C:Organization]], to the other Lenders in accordance with the upward adjustments in their respective pro rata shares allocable to such Letter of Credit pursuant to [Section 3.10(a)(iv)], with the balance of such fee, if any, payable to the applicable Issuing Bank for its own account.

Letter of Credit Loans. The Company shall repay to each Issuing Bank and each other Lender which has made a Letter of Credit Loan (including, without limitation, any Letter of Credit Loan arising out of payment of a Letter of Credit issued for the account of a Person other than the Company) the outstanding principal amount of each Letter of Credit Loan made by each of them on demand by the holder thereof (made in writing, or orally and confirmed immediately in writing, by telecopier/fax, telex, cable or electronic mail) and, in any event, on the Final Termination Date (and, with respect to each Lender, on the Termination Date of such Lender). The Company may prepay any Letter of Credit Loan at any time. The Company may, subject to the conditions to borrowing set forth herein, request in accordance with [Section 3.01, 3.02 or 3.03]3] that such payment or prepayment be financed with a Revolving Loan Borrowing, a Competitive Bid Loan Borrowing or Swing Loan Borrowing in an equivalent amount and, to the extent so financed, the Company’s obligation to make such payment shall be discharged and replaced by the resulting Revolving Loan, Competitive Bid Loan or Swing Loan. Each Issuing Bank shall give notice to the Company of the making of any Letter of Credit Loan by such Issuing Bank and of the sale or assignment of any Letter of Credit Loan by it pursuant to [Section 3.04(b)], and each Lender shall give notice to the Company of any sale or assignment of any Letter of Credit Loan by it, in each case on the date on which such transaction takes place.

Letter of Credit Reports. Each Issuing Bank shall furnish # to the Administrative Agent and each [[Organization B:Organization]] (with a copy to the [[Organization A:Organization]]) on the first Business Day of each month a written report summarizing Issuance and expiration dates of Letters of Credit issued by such Issuing Bank during the preceding month and drawings during such month under all Letters of Credit issued by such Issuing Bank and # to the Administrative Agent and each [[Organization B:Organization]] (with a copy to the [[Organization A:Organization]]) on the first Business Day of each calendar quarter a written report setting forth the average daily aggregate Available Amount during the preceding calendar quarter of all Letters of Credit issued by such Issuing Bank.

Letter of Credit Fees. (i) The [[Organization A:Organization]] agrees to pay to the Administrative Agent for the account of each [[Organization B:Organization]] a commission on such [[Organization B:Organization]]’s Ratable Share of the average daily aggregate Available Amount of all Letters of Credit outstanding from time to time at a rate per annum equal to the Applicable Margin for Eurocurrency Rate Advances in effect from time to time. Accrued Letter of Credit commissions shall be paid on the last Business Day of each March, June, September and December and on the Termination Date (or such later date on which the participations in Letters of Credit of such [[Organization B:Organization]] have been terminated).

Letter of Credit Drawings. The obligations of the [[Organization A:Organization]] under this Agreement and any Letter of Credit Agreement and any other agreement or instrument relating to or any Letter of Credit shall be absolute, unconditional and irrevocable, and shall be paid strictly in accordance with the terms of this Agreement, such Letter of Credit Agreement and such other agreement or instrument under all circumstances, including, without limitation, the following circumstances (it being understood that any such payment by the [[Organization A:Organization]] is without prejudice to, and does not constitute a waiver of, any rights the [[Organization A:Organization]] might have or might acquire as a result of the payment by any [[Organization B:Organization]] of any draft or the reimbursement by the [[Organization A:Organization]] thereof):

Unless otherwise specified herein, the amount of a Letter of Credit at any time shall be deemed to be the stated amount of such Letter of Credit in effect at such time; provided, however, that with respect to any Letter of Credit that, by its terms or the terms of any Issuer Document related thereto, provides for one or more automatic increases in the stated amount thereof, the amount of such Letter of Credit shall be deemed to be the maximum stated amount of such Letter of Credit after giving effect to all such increases, whether or not such maximum stated amount is in effect at such time.

Each submission by the ​ to the [[Administrative Agent:Organization]] of a Notice of Borrowing or a Swing Loan Request and the acceptance by the ​ of the proceeds of each Loan requested therein, and each submission by the ​ to an Issuer of a Letter of Credit Request, and the Issuance of each Letter of Credit requested therein, shall be deemed to constitute a representation and warranty by the ​ that the conditions specified in [clause (b) above] have been satisfied on and as of the date of the making of such Loan or the Issuance of such Letter of Credit.

“Revaluation Date” means # with respect to any Loan, each of the following: # each date of a Borrowing of a Eurocurrency Rate Loan denominated in an Alternative Currency, # each date of a continuation of a Eurocurrency Rate Loan denominated in an Alternative Currency pursuant to [Section 2.02], and # such additional dates as the Administrative Agent shall determine or the Required Revolving Credit Lenders shall require; and # with respect to any Letter of Credit, each of the following: # each date of issuance of a Letter of Credit denominated in an Alternative Currency, # each date of an amendment of any such Letter of Credit having the effect of increasing the amount thereof (solely with respect to the increased amount), # each date of any payment by the L/C Issuer under any Letter of Credit denominated in an Alternative Currency, and # such additional dates as the Administrative Agent or the L/C Issuer shall determine or the Required Revolving Credit Lenders shall require.