Section 1.2 Fees and Payment Thereof. As consideration for Company’s providing of the Substitute Insurance Reimbursement Facility and any advances thereunder made to Customer by Company for the term commencing with the First Amendment Effective Date through September 29, 2024, (the "Term”), Customer shall pay to Company for the Letter(s) of Credit defined in Schedule A hereto, the fees set forth in Schedule A (the "First Amendment Effective Date Fee”). The First Amendment Effective Date Fee shall be deemed approved and earned in full upon the issuance of the Letters of Credit on the First Amendment Effective Date, and Customer agrees to pay the First Amendment Effective Date Fee as provided inS chedule A in lawful money of the United States of America by wire transfer in immediately available funds to Company as directed by Company and as set forth in Schedule A. Notwithstanding the foregoing, the parties hereto agree that if a Letter of Credit is reduced or terminated prior to the stated expiration of such Letter of Credit, the parties will negotiate, in good faith, a credit and/or reimbursement for any fully paid Effective Date Fee applicable to such Letter of Credit. Section 1.4 Extension and Termination. The Agreement, as may be amended from time to time, the Substitute Insurance Collateral Facility, and any and all loans or other financial accommodations made in association therewith shall automatically extend on an annual basis, commencing on the first anniversary of the First Amendment Effective Date, provided there has not been an Event of Default and only upon Company’s receipt from Customer of (a) payment of the fee as communicated in writing from Company to Customer (the "Extension Fee”), (b) confirmation that there have been no changes to the existing Letter of Credit or Policies associated therewith, and (c) confirmation that Customer’s Policies associated with the Letter of Credit continue to be in full force and effect. Should Customer not wish to automatically extend in accordance with the terms and conditions hereof, Customer shall provide Company with written notice of Customer’s intention to allow the Substitute Collateral Security Facility to terminate at least ninety (90) days prior to the expiration of the Term. Company may terminate this Agreement and the Substitute Insurance Collateral Facility and any and all loans or other financial accommodations made in association therewith immediately upon the occurrence of an Event of Default (defined below).