Fronting Fee and Documentary and Processing Charges Payable to L/C Issuers. The Borrowers shall pay directly to each L/C Issuer for its own account a fronting fee and other fees and charges for each Letter of Credit as mutually agreed to in writing by the Borrowers and each L/C Issuer.

Second, to payment of that portion of the Obligations constituting fees, indemnities and other amounts (other than principal, interest and Letter of Credit Fees) payable to the Lenders and the L/C Issuers (including fees, charges and disbursements of counsel to the respective Lenders and the L/C Issuers arising under the Loan Documents and amounts payable under Article III, ratably among them in proportion to the respective amounts described in this clause Second payable to them;

directly to the applicable L/C Issuer for its own account 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 issued by such L/C Issuer as from time to time in effect. Such customary fees and standard costs and charges are due and payable on demand and are nonrefundable.

remedy available to it hereunder or under Applicable Law, Cash Collateralize the L/C Issuers’ Fronting Exposure in accordance with the procedures set forth in [Section 2.16].

Letter of Credit Fees. Each Borrower shall pay to the Administrative Agent, for the account of the Lenders ratably in accordance with their respective Pro Rata Shares, with respect to each Letter of Credit, a letter of credit fee (the “Letter of Credit Fee”) at a per annum rate equal to the Letter of Credit Fee Rate in effect from time to time on the outstanding daily maximum amount available to be drawn under such Letter of Credit (except as to documentary Letters of Credit, for which Letter of Credit Fees will be paid at a rate equal to 50% of the Letter of Credit Fee Rate), such fee to be payable in arrears on each Payment Date, on the Revolving Facility Termination Date and, after the Revolving Facility Termination Date (if applicable), on demand. The Company shall also pay to each Issuer for its own account # a fronting fee in the amount agreed to by such Issuer and the Company from time to time, with such fee to be payable in arrears on each Payment Date, and # documentary and processing charges in connection with the issuance or Modification of and draws under Letters of Credit in accordance with such Issuer’s standard schedule for such charges as in effect from time to time.

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.

appropriate, its assignee following compliance with [Section 10.06(b)(vi)])) or # the determination by the Administrative Agent and the applicable L/C Issuers that there exists excess Cash Collateral; provided, however, the Person providing Cash Collateral and the applicable L/C Issuers may agree that Cash Collateral shall not be released but instead held to support future anticipated Fronting Exposure or other obligations.

With respect to any fee payable under [Section 2.08(a)] or any Letter of Credit Fee not required to be paid to any Defaulting Lender pursuant to [clause (A) or (B) above], the Borrowers shall # pay to each Non-Defaulting Lender that portion of any such fee otherwise payable to such Defaulting Lender with respect to such Defaulting Lender’s participation in L/C Obligations that has been reallocated to such Non-Defaulting Lender pursuant to clause (iv) below, # pay to each L/C Issuer the amount of any such fee otherwise payable to such Defaulting Lender to the extent allocable to such L/C Issuer’s Fronting Exposure to such Defaulting Lender, and # not be required to pay the remaining amount of any such fee.

Issuers. For purposes of [Section 3.4(e) and (f)])], the term “Lender” includes any Issuer.

“L/C Commitment” means, with respect to the L/C Issuers, the commitment of the L/C Issuers to issue Letters of Credit hereunder. The initial amount of each L/C Issuer’s L/C Commitment is set forth on [Schedule 2.03]. The L/C Commitment of any L/C Issuer may be modified from time to time by agreement between the applicable L/C Issuer and the Parent Borrower and notified to the Administrative Agents.