The Borrower agrees to pay to the [[Administrative Agent:Organization]], for the Pro Rata account of each Revolving Lender, a Letter of Credit fee in an amount equal to the then Applicable Margin with respect to Revolving Loans that are Eurodollar Rate Loans (whether or not Eurodollar Rate Loans are actually outstanding) multiplied by the average aggregate daily principal amount of Letter of Credit Outstandings of each such Letter of Credit. Such fee shall be calculated quarterly in arrears and shall be paid by the Borrower in arrears on each Quarterly Payment Date (commencing with the first Quarterly Payment Date following the Effective Date), the Maturity Date and on the expiry date of each such Letter of Credit.

Letter of Credit Fee. Borrowers shall pay Agent (for the ratable benefit of the Revolving Lenders, subject to any agreements between Agent and individual Revolving Lenders), a Letter of Credit fee (in addition to the charges, commissions, fees, and costs set forth in Section 2.11(e)) which shall accrue at a per annum rate equal to the Applicable Margin for LIBOR Rate Loans times the Daily Balance of the undrawn amount of all outstanding Letters of Credit.

Letter of Credit Fee. Borrower shall pay to the Agent for the ratable benefit of the Lenders a letter of credit fee with respect to the Letter of Credit Liabilities for each Letter of Credit, computed for each day from the date of issuance of such Letter of Credit to the date that is the last day a drawing is available under such Letter of Credit, at a rate equal to the rate set forth in the definition of Applicable Rate corresponding to the Borrowing Base Utilization. Such fee shall be payable in arrears on the last day of each calendar quarter prior to the Commitment Expiry Date and on such date. In addition, Borrower agrees to pay promptly to the L/C Issuer any fronting or other fees that it may charge in connection with any Letter of Credit.

The Borrower agrees to pay to the Administrative Agent for the pro-rata account of the Lenders in Dollars a Letter of Credit Fee with respect to each Tranche A Letter of Credit from and including the date of issuance thereof until the date such Tranche A Letter of Credit is fully drawn, canceled or expired, in an amount equal to the Applicable Letter of Credit Fee Rate on the aggregate amount from time to time available to be drawn on such Tranche A Letter of Credit, calculated with respect to actual days elapsed on the basis of a 360-day year and

Letter of Credit Fee. Borrower shall pay to the Agent for the ratable benefit of the Lenders a letter of credit fee with respect to the Letter of Credit Liabilities for each Letter of Credit, computed for each day from the date of issuance of such Letter of Credit to the date that is the last day a drawing is available under such Letter of Credit, at a rate equal to the rate set forth in the definition of Applicable Rate corresponding to the ratio of the Loan Balance to the Borrowing Base. Such fee shall be payable in arrears on the last day of each calendar quarter prior 4823-2057-1839.3

Letter of Credit Fee Charges. In connection with each Letter of Credit, Borrower and the applicable Qualified Borrower each hereby covenants to pay the following fees each payable quarterly in arrears (on the first Business Day of each calendar quarter following the issuance of each Letter of Credit): # to the Administrative Agent, a fee (in Dollars) for the account of the Revolving Credit Lenders, computed daily on the amount of the Letter of Credit issued and outstanding at a rate per annum equal to the “Banks’ L/C Fee Rate” (as hereinafter defined) and # to the applicable Issuing Bank, a fee (in Dollars), for the Issuing Bank’s own account, computed daily on the amount of the Letter of Credit issued and outstanding at a rate per annum equal to 0.125%. For purposes of this Agreement, the “Banks’ L/C Fee Rate” shall mean, at any time, a rate per annum equal to the Applicable Margin for Revolving Credit Loans that are Eurodollar Rate Loans. It is understood and agreed that the last installment of the fees provided for in this paragraph # with respect to any particular Letter of Credit shall be due and payable on the first Business Day of the fiscal quarter following the return, undrawn, or cancellation of such Letter of Credit. In addition, the Borrower shall pay to each Issuing Bank, solely for its own account, the standard charges assessed by such Issuing Bank in connection with the issuance, administration, amendment and payment or cancellation of Letters of Credit and such compensation in respect of such Letters of Credit for the Borrower’s account as may be agreed upon by the Borrower or the applicable Qualified Borrower and such Issuing Bank from time to time.

The Borrowers agree to pay # to the Agent, for the account of the Lenders, in accordance with their respective Pro Rata Shares, for each Letter of Credit issued for the account of a Borrower, a fee (the “ Letter of Credit Fee”) at a per annum rate equal to the Applicable Margin on BA Equivalent Revolving Loans in effect from time to time, times the undrawn amount of such Letter of Credit from time to time, and # to the Letter of Credit Issuer, for its own account, for each Letter of Credit issued for the account of a Borrower, # a fee, when there exists more than one Lender hereunder, (the “Letter of Credit Issuer Fee”) at a per annum rate equal to 0.125% times the undrawn amount of such Letter of Credit from time to time plus # all out of pocket costs, fees and expenses incurred or charged from time to time by the Letter of Credit Issuer in connection with the application for, processing of, issuance or extension of, drawing under, or amendment to, any Letter of Credit. The Letter of Credit Fee and the Letter of Credit Issuer Fee with respect to a Letter of Credit shall be payable, and shall be paid or caused to be paid, monthly in arrears on the first Business Day following the last day of each month and on the Termination Date. The Letter of Credit Fee and the Letter of Credit Issuer Fee shall be shall be computed on the basis of a year of 365 or 366 days, as applicable, and actual days elapsed.

Letter of Credit Issuance Fee. In consideration of the issuance of Letters of Credit hereunder, the Borrowers jointly and severally promise to pay to the Administrative Agent for the ratable benefit of the Revolving Lenders in accordance with such Lender’s Revolving Commitment Percentage a fee (the “Letter of Credit Fee”) in an amount equal to the Applicable Percentage for the Letter of Credit Fee times the actual daily maximum amount available to be drawn under each Letter of Credit computed at a per annum rate for each day from the date of issuance to the date of expiration; provided, however, any Letter of Credit 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 Issuing Lender pursuant to [Section 2.4] shall be payable, to the maximum extent permitted by applicable Law, to the other Lenders in accordance with the upward adjustments in their respective Revolving Commitment Percentages allocable to such Letter of Credit pursuant to [Section 3.17(a)(iv)], with the balance of such fee, if any, payable to the Issuing Lender for its own account. 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 1.4]. The Letter of Credit Fee will be payable quarterly in arrears on the last Business Day of each March, June, September and December, beginning with the first such date to occur after the Effective Date. Notwithstanding anything to the contrary contained herein, upon the request of the Required Lenders, while any Event of Default exists, all Letter of Credit Fees shall accrue at the Default Rate.

Letter of Credit Fee. Borrowers shall pay to Agent, for the benefit of the Revolving Lenders in accordance with their respective Pro Rata Shares, a letter of credit fee with respect to the Letter of Credit Liabilities for each Letter of Credit, computed for each day from the date of issuance of such Letter of Credit to the date that is the last day a drawing is available under such Letter of Credit, at a rate per annum equal to the Applicable Margin then applicable to Loans bearing interest based upon the LIBOR Rate. Such fee shall be payable in arrears on the last day of each calendar month prior to the Termination Date and on such date. In addition, Borrowers agree to pay promptly to the LC Issuer any fronting or other fees that it may charge in connection with any Letter of Credit.

Letter of Credit Fee. During the Term and thereafter for so long as any Letter of Credit shall be outstanding, each Borrower shall pay to Administrative Agent, for the account of the Lenders in proportion to their interests in respect of issued and undrawn Letters of Credit issued for the account of such Borrower, a fee (a “Letter of Credit Fee”) at a rate per annum equal to the Applicable Margin on the daily average of such issued and undrawn Letters of Credit, which fee shall be payable, in arrears, on each January 1, April 1, July 1 and October 1 during the Term and for so long as any Letter of Credit shall be outstanding; provided that # any time and so long as an Event of Default pursuant to [Section 6.3(a)] (with respect to such Borrower) or [Section 6.1(a)] exists; and # upon the written request of the Majority Lenders at any time and so long as any other Borrower Event of Default (with respect to such Borrower) or Guarantor Event of Default exists, the Letter of Credit Fee for such Borrower shall be increased to a rate per annum equal to the Applicable Margin plus 2.000%. The Letter of Credit Fee shall be payable in Yen. Notwithstanding the foregoing, however, no Letter of Credit Fee shall be payable on the available amount of any Letter of Credit to the extent that such Letter of Credit has been cash collateralized as a result of the provisions of [Section 6.7 or 9.15(b)])] hereof. Notwithstanding the foregoing or any other provision of this Agreement, no Loan Party shall be required to pay a Letter of Credit Fee to any Lender for any day on which such Lender is a Defaulting Lender