Common use of 12Fees Clause in Contracts

12Fees. (a) The Borrower agrees to pay to the Administrative Agent in dollars for the account of each Revolving Lender of any Class a commitment fee (the “Commitment Fee”), which shall accrue at a rate per annum equal to the Commitment Fee Rate on the average daily unused amount of the Revolving Commitment of such Class of such Lender during the period from and including the Effective Date to but excluding the date on which the Revolving Commitments of such Class terminate. Accrued Commitment Fees shall be payable in arrears on the last Business Day of March, June, September and December of each year and on the date on which the Revolving Commitments of such Class terminate, commencing on the first such date to occur after the Effective Date. All Commitment Fees shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day). For purposes of computing Commitment Fees, a Revolving Commitment of any Class of a Lender shall be deemed to be used to the extent of the outstanding Revolving Loans of such Class and LC Exposure of such Lender attributable to its Revolving Commitment of such Class (and the Swingline Exposure of such Lender shall be disregarded for such purpose). (b) The Borrower agrees to pay (i) to the Administrative Agent in dollars for the account of each Revolving Lender of any Class a participation fee with respect to its participations in Letters of Credit, which shall accrue at the Applicable Rate used to determine the interest rate applicable to SOFR Revolving Loans of such Class on the daily amount of such ▇▇▇▇▇▇’s LC Exposure attributable to its Revolving Commitment of such Class (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the Effective Date to and including the later of the date on which such Lender’s Revolving Commitment of such Class terminates and the date on which such Lender ceases to have any such LC Exposure, and (ii) to each Issuing Bank in dollars a fronting fee, which shall accrue at a rate equal to 0.125% per annum on the daily amount of the LC Exposure attributable to Letters of Credit issued by such Issuing Bank (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the Effective Date to and including the later of the date of termination of the Revolving Commitments and the date on which there ceases to be any such LC Exposure, as well as such Issuing Bank’s standard fees with respect to the issuance, amendment, renewal or extension of any Letter of Credit or processing of drawings thereunder. Participation fees and fronting fees shall be payable on the last Business Day of March, June, September and December of each year, commencing on the first such date to occur after the Effective Date; provided that all such fees shall be payable on the date on which the Revolving Commitments of the applicable Class terminate and any such fees accruing after the date on which such Revolving Commitments terminate shall be payable on demand. Any other fees payable to an Issuing Bank pursuant to this paragraph shall be payable within 10 days after demand. All participation fees and fronting fees shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day). (c) The Borrower agrees to pay to the Administrative Agent, for its own account, fees payable in the amounts and at the times separately agreed upon between the Borrower and the Administrative Agent (including those set forth in the Fee Letter).

12Fees. (a) The Borrower agrees to pay to the Administrative Agent in dollars for the account of each Revolving Lender of any Class a commitment fee (the “Commitment Fee”), which shall accrue at a rate per annum an amount equal to the applicable Unused Commitment Fees times the daily average of the Aggregate Unused Commitment. Such Unused Commitment Fee Rate shall be calculated on the average daily unused amount basis of the Revolving a year consisting ​ ​ ANTERO CREDIT AGREEMENT ​ ​ ​ of 360 days. The Unused Commitment of such Class of such Lender during the period from and including the Effective Date to but excluding the date on which the Revolving Commitments of such Class terminate. Accrued Commitment Fees Fee shall be payable in arrears on the last Business Day day of March, June, September and December of each year and on the date on which the Revolving Commitments of such Class terminateyear, commencing on with the first such date to occur after the Effective Date. All Commitment Fees shall be computed , and on the basis Maturity Date for any period then ending for which the Unused Commitment Fee shall not have been theretofore paid. In the event the Aggregate Commitment terminates on any date other than the last day of a year March, June, September or December of 360 days and shall be payable any year, the Borrower agree to pay to the Administrative Agent, for the actual number account of days elapsed (including each Lender, on the first day but excluding date of such termination, the pro rata portion of the Unused Commitment Fee due for the period from the last day). For purposes day of computing Commitment Feesthe immediately preceding March, a Revolving Commitment of any Class of a Lender shall be deemed to be used June, September or December, as the case may be, to the extent of the outstanding Revolving Loans of date such Class and LC Exposure of such Lender attributable to its Revolving Commitment of such Class (and the Swingline Exposure of such Lender shall be disregarded for such purpose)termination occurs. (b) The Borrower agrees to pay (i) to the Administrative Agent in dollars for the account of each Revolving Lender of any Class a participation fee with respect to its participations in Letters of Credit, which shall accrue at the same Applicable Rate used to determine the interest rate applicable to SOFR Revolving Term Benchmark Loans of such Class on the average daily amount of such ▇▇▇▇▇▇each Lender’s LC Exposure attributable to its Revolving Commitment of such Class (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the Effective Date to and including but excluding the later of the date on which such Lender’s Revolving Commitment of such Class terminates and the date on which such Lender ceases to have any such LC Exposure, and (ii) to each the Issuing Bank in dollars a fronting fee, which shall accrue at a the rate equal to one-eighth percent (0.125% %) per annum on the average daily amount of the LC Exposure attributable to Letters of Credit issued by such Issuing Bank (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the Effective Date to and including but excluding the later of the date of termination of the Revolving Commitments Aggregate Commitment and the date on which there ceases to be any such LC ExposureExposure (but in no event less than $150 per annum), as well as such the Issuing Bank’s standard fees with respect to the issuance, amendment, renewal or extension of any Letter of Credit or processing of drawings thereunder; provided that no such individual fee shall exceed $500. Participation fees and fronting fees shall be payable on accrued through and including the last Business Day day of March, June, September and December of each yearyear shall be payable on the fifteenth (15th) day following such last day, commencing on the first such date to occur after the Effective Date; provided that all such fees shall be payable on the date on which the Revolving Commitments of the applicable Class terminate Aggregate Commitment terminates and any such fees accruing after the date on which such Revolving Commitments terminate the Aggregate Commitment terminates shall be payable on demand. Any other fees payable to an the Issuing Bank pursuant to this paragraph shall be payable within 10 ten (10) days after demand. All participation fees and fronting fees shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day). (c) The Borrower agrees to pay to the Administrative Agent, for its own account, the fees payable in the amounts and at the times separately agreed upon between the Borrower and the Administrative Agent. (d) All fees payable hereunder shall be paid on the dates due, in immediately available funds, to the Administrative Agent (including those set forth or to the Issuing Bank, in the Fee Letter)case of fees payable to it) for distribution, in the case of Unused Commitment Fees and participation fees, to the Lenders. Fees paid shall not be refundable under any circumstances.

12Fees. (a) The Borrower agrees to pay to the Administrative Agent in dollars for the pro rata account of each Revolving Lender of any Class a commitment fee (the “Commitment Fee”)fee, which shall accrue at a rate per annum equal to the Commitment Fee Applicable Rate on the average daily unused amount of the Revolving Available Commitment of such Class of such Lender during the period from and including the Effective Date to but excluding the date on which the Revolving Commitments of such Class terminate. Accrued Commitment Fees commitment fees shall be payable in arrears on the last Business Day of March, June, September and December first calendar day of each year calendar month and on the date on which the Revolving Commitments of such Class terminate, commencing on the first such date to occur after the Effective Datedate hereof. All Commitment Fees commitment fees shall be computed on the basis of a year of 360 three hundred sixty (360) days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day). For purposes of computing Commitment Fees, a Revolving Commitment of any Class of a Lender shall be deemed to be used to the extent of the outstanding Revolving Loans of such Class and LC Exposure of such Lender attributable to its Revolving Commitment of such Class (and the Swingline Exposure of such Lender shall be disregarded for such purpose). (b) The Borrower agrees to pay (i) to the Administrative Agent in dollars for the account of each Revolving Lender of any Class a participation fee with respect to its participations in Letters of Credit, which shall accrue at the same Applicable Rate used to determine the interest rate applicable to SOFR Revolving Eurodollar Loans of such Class on the average daily amount of such ▇▇▇▇▇▇Lender’s LC Exposure attributable to its Revolving Commitment of such Class (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the Effective Date to and including but excluding the later of the date on which such Lender’s Revolving Commitment of such Class terminates and the date on which such Lender ceases to have any such LC Exposure, and (ii) to each the Issuing Bank in dollars a fronting fee, which shall accrue at a the rate equal to of 0.125% per annum on the average daily amount of the LC Exposure attributable to Letters of Credit issued by such Issuing Bank (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 and including but excluding the later of the date of termination of the Revolving Commitments and the date on which there ceases to be any such LC Exposure, as well as such the Issuing Bank’s standard fees and commissions with respect to the issuance, amendment, cancellation, negotiation, transfer, presentment, renewal or extension of any Letter of Credit or processing of drawings thereunder. Participation fees and fronting fees accrued through and including the last day of each calendar month shall be payable on the last Business Day of March, June, September and December first calendar day of each yearcalendar month following such last day, commencing on the first such date to occur after the Effective Date; provided that all such fees shall be payable on the date on which the Revolving Commitments of the applicable Class terminate and any such fees accruing after the date on which such Revolving the Commitments terminate shall be payable on demand. Any other fees payable to an the Issuing Bank pursuant to this paragraph shall be payable within 10 ten (10) days after demand. All participation fees and fronting fees shall be computed on the basis of a year of 360 three hundred sixty (360) days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day). (c) The Borrower agrees to pay to the Administrative Agent, for its own account, fees payable in the amounts and at the times separately agreed upon between the Borrower and the Administrative Agent. (d) All fees payable hereunder shall be paid on the dates due, in immediately available funds, to the Administrative Agent (including those set forth or to the Issuing Bank, in the Fee Letter)case of fees payable to it) for distribution, in the case of commitment fees and participation fees, to the Lenders. Fees paid shall not be refundable under any circumstances.

12Fees. (a) The Borrower agrees to pay to the Administrative Agent in dollars for the account of each Revolving Lender of any Class a commitment fee (the “Commitment Fee”)Lender, which shall accrue at a rate per annum equal to the Commitment Fee Rate on the average daily unused amount of the Revolving Commitment of such Class of such Lender during the period from and including the Effective Date to but excluding the date on which the Revolving Commitments of such Class terminate. Accrued Commitment Fees shall be payable in arrears on the last Business Day of March, June, September and December each fiscal quarter (commencing on the last Business Day of each year the first full fiscal quarter after the Closing Date) and on the date on which the Revolving Facility Commitments of all the Lenders shall be terminated as provided herein, a commitment fee (a “Commitment Fee”) in Dollars on the daily amount of the applicable Available Unused Commitment of such Lender during the preceding quarter (or other period commencing with the Closing Date or ending with the date on which the last of the Revolving Facility Commitments of such Class terminate, commencing on Lender shall be terminated) at a rate equal to the first such date to occur after the Effective DateApplicable Commitment Fee. All Commitment Fees shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day)last) in a year of 360 days. For purposes of computing The Commitment Fees, a Revolving Commitment of any Class of a Fee due to each Lender shall be deemed commence to be used accrue on the Closing Date and shall cease to accrue on the extent date on which the last of the outstanding Revolving Loans of such Class and LC Exposure of such Lender attributable to its Revolving Commitment of such Class (and the Swingline Exposure Facility Commitments of such Lender shall be disregarded for such purpose)terminated as provided herein. (b) The Borrower agrees to pay from time to time (i) to the Administrative Agent in dollars for the account of each Revolving Facility Lender of any Class a participation fee with respect to its participations in Letters of Crediteach Class, which shall accrue at the Applicable Rate used to determine the interest rate applicable to SOFR Revolving Loans of such Class on the daily amount of such ▇▇▇▇▇▇’s LC Exposure attributable to its Revolving Commitment of such Class (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the Effective Date to and including the later of the date on which such Lender’s Revolving Commitment of such Class terminates and the date on which such Lender ceases to have any such LC Exposure, and (ii) to each Issuing Bank in dollars a fronting fee, which shall accrue at a rate equal to 0.125% per annum on the daily amount of the LC Exposure attributable to Letters of Credit issued by such Issuing Bank (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the Effective Date to and including the later of the date of termination of the Revolving Commitments and the date on which there ceases to be any such LC Exposure, as well as such Issuing Bank’s standard fees with respect to the issuance, amendment, renewal or extension of any Letter of Credit or processing of drawings thereunder. Participation fees and fronting fees shall be payable on the last Business Day of March, June, September and December of each year, fiscal quarter (commencing on the last Business Day of the first such date to occur full fiscal quarter after the Effective Closing Date; provided that all such fees shall be payable ) and on the date on which the Revolving Facility Commitments of all the applicable Lenders shall be terminated as provided herein, a fee (an “L/C Participation Fee”) in Dollars on such Lender’s ​ ​ ​ Revolving Facility Percentage of the daily average Revolving L/C Exposure (excluding the portion thereof attributable to unreimbursed L/C Disbursements) of such Class, during the preceding quarter (or other period commencing with the Closing Date or ending with the Revolving Facility Maturity Date or the date on which the Revolving Facility Commitments of such Class terminate and shall be terminated; provided, that any such fees accruing after the date on which such Revolving Facility Commitments terminate shall be payable on demand. Any other fees payable ) at the rate per annum equal to an the Applicable Margin for Term Benchmark Revolving Facility Borrowings of such Class effective for each day in such period, and (ii) to each Issuing Bank, for its own account (x) on the last Business Day of each fiscal quarter (commencing on the last Business Day of the first full fiscal quarter after the Closing Date) and on the date on which the Revolving Facility Commitments of all the Lenders shall be terminated, a fronting fee in Dollars in respect of each Letter of Credit issued by such Issuing Bank pursuant for the period from and including the date of issuance of such Letter of Credit to this paragraph shall and including the termination of such Letter of Credit, computed at a rate equal to 0.125% (or such lesser rate as may be payable within 10 days after demandagreed by the Borrower and the applicable Issuing Bank from time to time) per annum of the dollar equivalent of the daily stated amount of such Letter of Credit), plus (y) in connection with the issuance, amendment, cancellation, negotiation, presentment, renewal, extension or transfer of any such Letter of Credit or any L/C Disbursement thereunder, such Issuing Bank’s customary documentary and processing fees and charges (collectively, “Issuing Bank Fees”). All participation fees L/C Participation Fees and fronting fees Issuing Bank Fees that are payable on a per annum basis shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day)last) in a year of 360 days. (c) The Borrower agrees to pay to the Administrative Agent, for its own accountthe account of the Administrative Agent, fees payable the administrative agent fee separately agreed in writing, in the amounts and and, at the times separately agreed upon between specified therein (the Borrower “Administrative Agent Fees”). All fees shall be paid on the dates due, in Dollars and immediately available funds, to the Administrative Agent (including those set forth in for distribution, if and as appropriate, among the Fee Letter)Lenders, except that Issuing Bank Fees shall be paid directly to the applicable Issuing Banks. Once paid, none of the fees shall be refundable under any circumstances.

12Fees. (a1) The Borrower Representative agrees to pay to the Administrative Agent in dollars for the account of each Revolving Lender (other than any Defaulting Lender), through the Administrative Agent, on the first day after the end of each calendar quarter of the Borrowers in each fiscal year, commencing with the first day after the end of the first full calendar quarter of Borrowers ending after the Closing Date, and on each Maturity Date and any Class date on which the Revolving Facility Commitments of all the Lenders are terminated as provided herein, a commitment fee (the a “Commitment Fee”)) on the daily amount of the Available Unused Commitment of such Lender during the preceding calendar quarter (or in the case of the first full calendar quarter, the period commencing on the Closing Date and ending with the end of the first full calendar quarter, or ending with the date on which shall accrue the last of the Revolving Facility Commitments of such Lender will be terminated, as applicable) at a rate per annum equal to the Commitment Fee Rate on the average daily unused amount of the Revolving Commitment of such Class of such Lender during the period from and including the Effective Date to but excluding the date on which the Revolving Commitments of such Class terminate. Accrued Commitment Fees shall be payable in arrears on the last Business Day of March, June, September and December of each year and on the date on which the Revolving Commitments of such Class terminate, commencing on the first such date to occur after the Effective DatePercentage. All Commitment Fees shall will be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day)in a year of 360 days. For purposes the purpose of computing calculating any Lender’s Commitment FeesFee, a Revolving Commitment of any Class of a Lender shall be deemed to be used to the extent of the outstanding Revolving Swingline Loans of such Class and LC Exposure of such Lender attributable to its Revolving Commitment of such Class (and during the Swingline Exposure of such Lender shall be disregarded period for such purpose). (b) The Borrower agrees to pay (i) to the Administrative Agent in dollars for the account of each Revolving Lender of any Class a participation fee with respect to its participations in Letters of Credit, which shall accrue at the Applicable Rate used to determine the interest rate applicable to SOFR Revolving Loans of such Class on the daily amount of such ▇▇▇▇▇▇’s LC Exposure attributable Commitment Fee is calculated will be deemed to its Revolving be zero. The Commitment Fee due to each Lender will commence to accrue on the Closing Date and will cease to accrue on the date on which the last of the Commitments of such Class Lender will be terminated as provided herein. (2) The Borrower Representative agrees to pay to: (a) the Administrative Agent for the account of each Revolving Lender with a Revolving Facility Commitment (other than any Defaulting Lender, it being understood that at any time the Issuing Bank has Fronting Exposure to such Defaulting Lender, the L/C Participation Fee with respect to such Fronting Exposure will be payable to the Issuing Bank for its own account), on the first Business Day after the end of each calendar quarter of the Borrowers in each fiscal year, commencing with the first day after the end of the first full calendar quarter of the Borrowers ending after the Closing Date, and on each Maturity Date and any date on which the Commitments of all the Lenders are terminated as provided herein, a fee (an “L/C Participation Fee”) on such Lender’s Revolving Facility Percentage of the daily aggregate Revolving L/C Exposure (excluding any the portion thereof attributable to unreimbursed LC L/C Disbursements), during the preceding fiscal calendar (or in the case of the first full calendar quarter, the period commencing on the Closing Date and ending with the end of the first full calendar quarter, or ending with the Maturity Date or the date on which the Commitments are terminated, as applicable) during at a rate equal to, (i) in the case of Standby Letters of Credit, the Applicable Margin for SOFR Revolving Loans, and (ii) in the case of Trade Letters of Credit, the Applicable Margin for SOFR Revolving Loans minus 0.50%; and (b) each Issuing Bank, for its own account (i) on the first Business Day after the end of each calendar quarter of the Borrowers in each fiscal year, commencing with the first Business Day after the end of the first full calendar quarter of the Borrowers ending after the Closing Date, and on each Maturity Date and any date on which the Commitments of all the Lenders are terminated as provided herein, a fronting fee in respect of each Letter of Credit issued by, or the term of which is extended by, such Issuing Bank for the period from and including the Effective Date date of issuance or extension of such Letter of Credit to and including the later of the date on which such Lender’s Revolving Commitment termination of such Class terminates and the date on which such Lender ceases to have any such LC ExposureLetter of Credit, and (ii) to each Issuing Bank in dollars a fronting fee, which shall accrue computed at a rate equal to 0.125% per annum on of the daily stated amount of the LC Exposure attributable to Letters such Letter of Credit issued by such Issuing Bank plus (excluding any portion thereof attributable to unreimbursed LC Disbursementsii) during the period from and including the Effective Date to and including the later of the date of termination of the Revolving Commitments and the date on which there ceases to be any such LC Exposure, as well as such Issuing Bank’s standard fees with respect to the issuance, amendment, renewal or extension of any Letter of Credit or processing of drawings thereunder. Participation customary issuance fees and fronting customary documentary and processing fees shall be and charges ​ (collectively, “Issuing Bank Fees”). All L/C Participation Fees and Issuing Bank Fees that are payable on the last Business Day of March, June, September and December of each year, commencing on the first such date to occur after the Effective Date; provided that all such fees shall be payable on the date on which the Revolving Commitments of the applicable Class terminate and any such fees accruing after the date on which such Revolving Commitments terminate shall be payable on demand. Any other fees payable to an Issuing Bank pursuant to this paragraph shall be payable within 10 days after demand. All participation fees and fronting fees shall a per annum basis will be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day)in a year of 360 days. (c3) The Borrower Representative agrees to pay to the Administrative Agent, for its own account, the agency fees payable in the amounts and at the times separately agreed upon between the Borrower and the Administrative Agent (including those set forth in the Fee LetterLetter at the times specified therein or in such other amounts and at such other times as may be separately agreed in writing by the Administrative Agent and the Borrowers from time to time (the “Administrative Agent Fees”). (4) All Fees will be paid on the dates due, in immediately available funds, to the Administrative Agent at the Payment Office for distribution, if and as appropriate, among the Lenders, except that Issuing Bank Fees will be paid directly to the applicable Issuing Banks. Once paid, none of the Fees will be refundable under any circumstances.

12Fees. (a) The Borrower agrees to pay to the Administrative Agent in dollars for the account of each Revolving Lender of any Class a commitment fee (the “Commitment Fee”)fee, which shall accrue at a rate per annum equal to the Commitment Fee Applicable Rate on the average daily unused amount of the Revolving Commitment and the Delayed Draw Term Loan Commitment of such Class of such applicable Lender during the period from and including the Effective Date to but excluding the date on which such applicable Commitment terminates; provided that, if such Lender continues to have any Revolving Credit Exposure after its Revolving Commitment terminates, then such commitment fee shall continue to accrue on the Revolving Commitments daily amount of such Class terminateLender’s Revolving Credit Exposure from and including the date on which its Revolving Commitment terminates to but excluding the date on which such Lender ceases to have any Revolving Credit Exposure. Accrued Commitment Fees commitment fees shall be payable in arrears on the last first Business Day of March, June, September and December each fiscal quarter of each year and on the date on which the Revolving Commitments of such Class terminate, commencing on the first such date to occur after the Effective Datedate hereof; provided that any commitment fees accruing after the date on which the Revolving Commitments terminate shall be payable on demand. All Commitment Fees commitment fees shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day). For purposes of computing Commitment Fees, a Revolving Commitment of any Class of a Lender shall be deemed to be used to the extent of the outstanding Revolving Loans of such Class and LC Exposure of such Lender attributable to its Revolving Commitment of such Class (and the Swingline Exposure of such Lender shall be disregarded for such purpose). (b) The Borrower agrees to pay (i) to the Administrative Agent in dollars for the account of each Revolving Lender of any Class a participation fee with respect to its participations in Letters of Credit, which shall accrue at the same Applicable Rate used to determine the interest rate applicable to SOFR Eurodollar Revolving Loans of such Class on the average daily amount of such ▇▇▇▇▇▇Revolving Lender’s LC Exposure attributable to its Revolving Commitment of such Class (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the Effective Date to and including but excluding the later of the date on which such Revolving Lender’s Revolving Commitment of such Class terminates and the date on which such Revolving Lender ceases to have any such LC Exposure, and (ii) to each the Issuing Bank in dollars a fronting fee, which shall accrue at a the rate equal to 0.125% or rates per annum separately agreed upon between the Borrower and the Issuing Bank on the average daily amount of the LC Exposure attributable to Letters of Credit issued by such Issuing Bank (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the Effective Date to and including but excluding the later of the date of termination of the Revolving Commitments and the date on which there ceases to be any such LC Exposure, as well as such the Issuing Bank’s standard fees with respect to the issuance, amendment, renewal or extension of any Letter of Credit or processing of drawings thereunderthereunder pursuant to written documentation separately agreed to by the Borrower. Participation fees and fronting fees shall be payable on accrued through and including the last Business Day day of March, June, September and December of each yearyear shall be payable on the third Business Day following such last day, commencing on the first such date to occur after the Effective Date; provided that all such fees shall be payable on the date on which the Revolving Commitments of the applicable Class terminate and any such fees accruing after the date on which such the Revolving Commitments terminate shall be payable on demand. Any other fees payable to an the Issuing Bank pursuant to this paragraph shall be payable within 10 days after demand. All participation fees and fronting fees shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day). (c) The Borrower agrees to pay to the Administrative AgentAgent and the Lead Arranger, for its their own accountrespective accounts, fees payable in the amounts and at the times separately agreed upon in writing between the Borrower Borrower, on the one hand, and the Administrative Agent and the Lead Arranger, on the other. (including those set forth d) All fees payable hereunder shall be paid on the dates due, in immediately available funds, to the Administrative Agent (or to the Issuing Bank, in the Fee Letter)case of fees payable to it) for distribution, in the case of commitment fees and participation fees, to the Lenders. Fees paid shall not be refundable under any circumstances.

12Fees. (a1) The Borrower Representative agrees to pay to each Revolving Lender (other than any Defaulting Lender), through the Administrative Agent, on the first day after the end of each calendar quarter of the Borrowers in each fiscal year, commencing with the first day after the end of the first full calendar quarter of Borrowers ending after the Closing Date, and on each Maturity Date and any date on which the Revolving Facility Commitments of all the Lenders are terminated as provided herein, a commitment fee (a “Commitment Fee”) on the daily amount of the Available Unused Commitment of such Lender during the preceding calendar quarter (or in the case of the first full calendar quarter, the period commencing on the Closing Date and ending with the end of the first full calendar quarter, or ending with the date on which the last of the Revolving Facility ​ Commitments of such Lender will be terminated, as applicable) at a rate equal to the Commitment Fee Percentage. All Commitment Fees will be computed on the basis of the actual number of days elapsed in a year of 360 days. For the purpose of calculating any Lender’s Commitment Fee, the outstanding Swingline Loans during the period for which such Le▇▇▇▇’s Commitment Fee is calculated will be deemed to be zero. The Commitment Fee due to each Lender will commence to accrue on the Closing Date and will cease to accrue on the date on which the last of the Commitments of such Lender will be terminated as provided herein. (2) The Borrower Representative agrees to pay to: (a) the Administrative Agent in dollars for the account of each Revolving Lender with a Revolving Facility Commitment (other than any Defaulting Lender, it being understood that at any time the Issuing Bank has Fronting Exposure to such Defaulting Lender, the L/C Participation Fee with respect to such Fronting Exposure will be payable to the Issuing Bank for its own account), on the first Business Day after the end of each calendar quarter of the Borrowers in each fiscal year, commencing with the first day after the end of the first full calendar quarter of the Borrowers ending after the Closing Date, and on each Maturity Date and any Class date on which the Commitments of all the Lenders are terminated as provided herein, a commitment fee (the an “Commitment L/C Participation Fee”) on such Lender’s Revolving Facility Percentage of the daily aggregate Revolving L/C Exposure (excluding the portion thereof attributable to unreimbursed L/C Disbursements), during the preceding fiscal calendar (or in the case of the first full calendar quarter, the period commencing on the Closing Date and ending with the end of the first full calendar quarter, or ending with the Maturity Date or the date on which shall accrue the Commitments are terminated, as applicable) at a rate per annum equal to to, (i) in the Commitment Fee Rate case of Standby Letters of Credit, the Applicable Margin for SOFR Revolving Loans, and (ii) in the case of Trade Letters of Credit, the Applicable Margin for SOFR Revolving Loans minus 0.50%; and (b) each Issuing Bank, for its own account (i) on the average daily unused amount first Business Day after the end of each calendar quarter of the Revolving Commitment Borrowers in each fiscal year, commencing with the first Business Day after the end of the first full calendar quarter of the Borrowers ending after the Closing Date, and on each Maturity Date and any date on which the Commitments of all the Lenders are terminated as provided herein, a fronting fee in respect of each Letter of Credit issued by, or the term of which is extended by, such Class of such Lender during Issuing Bank for the period from and including the Effective Date to but excluding the date on which the Revolving Commitments of issuance or extension of such Class terminate. Accrued Commitment Fees shall be payable in arrears on the last Business Day Letter of March, June, September and December of each year and on the date on which the Revolving Commitments of such Class terminate, commencing on the first such date to occur after the Effective Date. All Commitment Fees shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day). For purposes of computing Commitment Fees, a Revolving Commitment of any Class of a Lender shall be deemed to be used to the extent of the outstanding Revolving Loans of such Class and LC Exposure of such Lender attributable to its Revolving Commitment of such Class (and the Swingline Exposure of such Lender shall be disregarded for such purpose). (b) The Borrower agrees to pay (i) to the Administrative Agent in dollars for the account of each Revolving Lender of any Class a participation fee with respect to its participations in Letters of Credit, which shall accrue at the Applicable Rate used to determine the interest rate applicable to SOFR Revolving Loans of such Class on the daily amount of such ▇▇▇▇▇▇’s LC Exposure attributable to its Revolving Commitment of such Class (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the Effective Date Credit to and including the later of the date on which such Lender’s Revolving Commitment termination of such Class terminates and the date on which such Lender ceases to have any such LC ExposureLetter of Credit, and (ii) to each Issuing Bank in dollars a fronting fee, which shall accrue computed at a rate equal to 0.125% per annum on of the daily stated amount of the LC Exposure attributable to Letters such Letter of Credit issued by such Issuing Bank plus (excluding any portion thereof attributable to unreimbursed LC Disbursementsii) during the period from and including the Effective Date to and including the later of the date of termination of the Revolving Commitments and the date on which there ceases to be any such LC Exposure, as well as such Issuing Bank’s standard fees with respect to the issuance, amendment, renewal or extension of any Letter of Credit or processing of drawings thereunder. Participation customary issuance fees and fronting customary documentary and processing fees shall be and charges (collectively, “Issuing Bank Fees”). All L/C Participation Fees and Issuing Bank Fees that are payable on the last Business Day of March, June, September and December of each year, commencing on the first such date to occur after the Effective Date; provided that all such fees shall be payable on the date on which the Revolving Commitments of the applicable Class terminate and any such fees accruing after the date on which such Revolving Commitments terminate shall be payable on demand. Any other fees payable to an Issuing Bank pursuant to this paragraph shall be payable within 10 days after demand. All participation fees and fronting fees shall a per annum basis will be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day)in a year of 360 days. (c3) The Borrower Representative agrees to pay to the Administrative Agent, for its own account, the agency fees payable in the amounts and at the times separately agreed upon between the Borrower and the Administrative Agent (including those set forth in the Fee LetterLetter at the times specified therein or in such other amounts and at such other times as may be separately agreed in writing by the Administrative Agent and the Borrowers from time to time (the “Administrative Agent Fees”). (4) All Fees will be paid on the dates due, in immediately available funds, to the Administrative Agent at the Payment Office for distribution, if and as appropriate, among the Lenders, except that Issuing Bank Fees will be paid directly to the applicable Issuing Banks. Once paid, none of the Fees will be refundable under any circumstances. ​

12Fees. (a) The Borrower agrees to pay to the Administrative Agent in dollars for the account of each Revolving Lender of any Class a commitment fee (the “Commitment Fee”)Facility Lender, which shall accrue at a rate per annum equal to the Commitment Fee Rate on the average daily unused amount of the Revolving Commitment of such Class of such Lender during the period from and including the Effective Date to but excluding the date on which the Revolving Commitments of such Class terminate. Accrued Commitment Fees shall be payable in arrears on the last Business Day of March, June, September and December each fiscal quarter (commencing on the last Business Day of each year the first full fiscal quarter after the Closing Date) and on the date on which the Revolving Facility Commitments of all the Revolving Facility Lenders shall be terminated as provided herein, a commitment fee (the “Revolving Commitment Fee”) in Dollars on the daily amount of the applicable Available Unused Commitment of such Revolving Facility Lender during the preceding quarter (or other period commencing with the Closing Date or ending with the date on which the last of the Revolving Facility Commitments of such Class terminate, commencing on Revolving Facility Lender shall be terminated) at a rate equal to the first such date to occur after the Effective DateApplicable Commitment Fee. All Revolving Commitment Fees shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day)last) in a year of 360 days. For purposes of computing Commitment Fees, a The Revolving Commitment Fee due to each Revolving Facility Lender shall commence to accrue on the Closing Date and shall cease to accrue on the date on which the last of any Class the Revolving Facility Commitments of a such Revolving Facility Lender shall be deemed to be used to the extent of the outstanding Revolving Loans of such Class and LC Exposure of such Lender attributable to its Revolving Commitment of such Class (and the Swingline Exposure of such Lender shall be disregarded for such purpose)terminated as provided herein. (b) The Borrower agrees to pay from time to time (i) to the Administrative Agent in dollars for the account of each Revolving Facility Lender of any Class a participation fee with respect to its participations in Letters of Crediteach Class, which shall accrue at the Applicable Rate used to determine the interest rate applicable to SOFR Revolving Loans of such Class on the daily amount last Business Day of each fiscal quarter (commencing on the last Business Day of the first full fiscal quarter after the Closing Date) and on the date on which the Revolving Facility Commitments of all the Lenders shall be terminated as provided herein, a fee (an “L/C Participation Fee”) in Dollars on such ▇▇▇▇▇▇’s LC Revolving Facility Percentage of the daily average Revolving L/C Exposure attributable to its Revolving Commitment of such Class (excluding any the portion ​ ​ thereof attributable to unreimbursed LC L/C Disbursements) of such Class, during the preceding quarter (or other period from and including commencing with the Effective Closing Date to and including the later of the date on which such Lender’s Revolving Commitment of such Class terminates and the date on which such Lender ceases to have any such LC Exposure, and (ii) to each Issuing Bank in dollars a fronting fee, which shall accrue at a rate equal to 0.125% per annum on the daily amount of the LC Exposure attributable to Letters of Credit issued by such Issuing Bank (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the Effective Date to and including the later of the date of termination of or ending with the Revolving Commitments and the date on which there ceases to be any such LC Exposure, as well as such Issuing Bank’s standard fees with respect to the issuance, amendment, renewal Facility Maturity Date or extension of any Letter of Credit or processing of drawings thereunder. Participation fees and fronting fees shall be payable on the last Business Day of March, June, September and December of each year, commencing on the first such date to occur after the Effective Date; provided that all such fees shall be payable on the date on which the Revolving Facility Commitments of the applicable such Class terminate and shall be terminated; provided, that any such fees accruing after the date on which such Revolving Facility Commitments terminate shall be payable on demand. Any other fees payable ) at the rate per annum equal to an the Applicable Margin for Term Benchmark Revolving Facility Borrowings of such Class effective for each day in such period, and (ii) to each Issuing Bank, for its own account (x) on the last Business Day of each fiscal quarter (commencing on the last Business Day of the first full fiscal quarter after the Closing Date) and on the date on which the Revolving Facility Commitments of all the Lenders shall be terminated, a fronting fee in Dollars in respect of each Letter of Credit issued by such Issuing Bank pursuant for the period from and including the date of issuance of such Letter of Credit to this paragraph shall and including the termination of such Letter of Credit, computed at a rate equal to 0.125% (or such lesser rate as may be payable within 10 days after demandagreed by the Borrower and the applicable Issuing Bank from time to time) per annum of the dollar equivalent of the daily stated amount of such Letter of Credit), plus (y) in connection with the issuance, amendment, cancellation, negotiation, presentment, renewal, extension or transfer of any such Letter of Credit or any L/C Disbursement thereunder, such Issuing Bank’s customary documentary and processing fees and charges (collectively, “Issuing Bank Fees”). All participation fees L/C Participation Fees and fronting fees Issuing Bank Fees that are payable on a per annum basis shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day)last) in a year of 360 days. (c) The Borrower agrees to pay to the Administrative Agent, for its own accountthe account of the Administrative Agent, fees payable the administrative agent fee separately agreed in writing, in the amounts and and, at the times separately agreed upon between specified therein (the “Administrative Agent Fees”). (d) In consideration of the Amendment No. 1 Delayed Draw Term Loan Commitment, the Borrower and agrees to pay to the Administrative Agent for the ratable benefit of the Amendment No. 1 Delayed Draw Term Loan Lenders, on the last Business Day of each fiscal quarter (commencing on the last Business Day of the first full fiscal quarter after the Amendment No. 1 Effective Date) and on the Amendment No. 1 Delayed Draw Commitment Fee End Date (as defined below), a commitment fee (the “Amendment No. 1 Delayed Draw Commitment Fee”; together with the Revolving Commitment Fee, the “Commitment Fees”) in Dollars in an amount equal to the Applicable Commitment Fee per annum on the average daily unused amount of the Amendment No. 1 Delayed Draw Term Loan Committed Amount then in effect (other than that portion attributable to the Defaulting Lenders, if any), accruing from and including those set forth in the Fee LetterAmendment No. 1 Effective Date to the earlier of (i) Amendment No. 1 Delayed Draw Termination Date or (ii) the termination of the Amendment No. 1 Delayed Draw Term Loan Commitments whether by funding of the Amendment No. 1 Delayed Draw Term Loans or otherwise (the earlier of clauses (i) and (ii)., the “Amendment No. 1

12Fees. (a) The Borrower agrees to pay to the Administrative Agent in dollars for the account of each Revolving Lender of any Class a commitment fee (the “Commitment Fee”)fee, which shall accrue at a rate per annum equal to the Commitment Fee Applicable Rate on the average daily unused amount of the Revolving Commitment and the undrawn portion of the 2018 Delayed Draw Term Loan Commitment of such Class of such applicable Lender during the period from and including the Effective Date to but excluding the date on which such applicable Commitment terminates; provided that, if such Lender continues to have any Revolving Credit Exposure after its Revolving Commitment terminates, then such commitment fee shall continue to accrue on the Revolving Commitments daily amount of such Class terminateLender’s Revolving Credit Exposure from and including the date on which its Revolving Commitment terminates to but excluding the date on which such Lender ceases to have any Revolving Credit Exposure. The Borrower agrees to pay to the Administrative Agent for the account of each 2020 Incremental Lender a commitment fee, which shall accrue at the rate of 0.50% on the undrawn portion of the 2020 Incremental Delayed Draw Term Loan Commitment of such applicable Lender during the period from and including the Third Amendment Effective Date to but excluding the date on which such 2020 Incremental Delayed Draw Term Loan Commitment terminates. Accrued Commitment Fees commitment fees shall be payable in arrears on the last first Business Day of March, June, September and December each fiscal quarter of each year and on the date on which the Revolving such Commitments of such Class terminate, commencing on the first such date to occur after the Effective Datedate hereof; provided that any commitment fees accruing after the date on which such Commitments terminate shall be payable on demand. All Commitment Fees commitment fees shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day). For purposes of computing Commitment Fees, a Revolving Commitment of any Class of a Lender shall be deemed to be used to the extent of the outstanding Revolving Loans of such Class and LC Exposure of such Lender attributable to its Revolving Commitment of such Class (and the Swingline Exposure of such Lender shall be disregarded for such purpose). (b) The Borrower agrees to pay (i) to the Administrative Agent in dollars for the account of each Revolving Lender of any Class a participation fee with respect to its participations in Letters of Credit, which shall accrue at the same Applicable Rate used to determine the interest rate applicable to SOFR Eurodollar Revolving Loans on the average daily Dollar Amount of such Class on the daily amount of such ▇▇▇▇▇▇Revolving Lender’s LC Exposure attributable to its Revolving Commitment of such Class (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the Effective Date to and including but excluding the later of the date on which such Revolving Lender’s Revolving Commitment of such Class terminates and the date on which such Revolving Lender ceases to have any such LC Exposure, and (ii) to each the Issuing Bank in dollars a fronting fee, which shall accrue at a the rate equal to 0.125% or rates per annum separately agreed upon between the Borrower and the Issuing Bank on the average daily amount Dollar Amount of the LC Exposure attributable to Letters of Credit issued by such Issuing Bank (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the Effective Date to and including but excluding the later of the date of termination of the Revolving Commitments and the date on which there ceases to be any such LC Exposure, as well as such the Issuing Bank’s standard fees with respect to the issuance, amendment, renewal or extension of any Letter of Credit or processing of drawings thereunderthereunder pursuant to written documentation separately agreed to by the Borrower. Participation fees and fronting fees shall be payable on accrued through and including the last Business Day day of March, June, September and December of each yearyear shall be payable on the third Business Day following such last day, commencing on the first such date to occur after the Effective Date; provided that all such fees shall be payable on the date on which the Revolving Commitments of the applicable Class terminate and any such fees accruing after the date on which such the Revolving Commitments terminate shall be payable on demand. Any other fees payable to an the Issuing Bank pursuant to this paragraph shall be payable within 10 days after demand. All participation fees and fronting fees shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day). (c) The Borrower agrees to pay to the Administrative AgentAgent and the Lead Arranger, for its their own accountrespective accounts, fees payable in the amounts and at the times separately agreed upon in writing between the Borrower Borrower, on the one hand, and the Administrative Agent and the Lead Arranger, on the other. (including those set forth d) All fees payable hereunder shall be paid on the dates due, in U.S. Dollars and immediately available funds, to the Administrative Agent (or to the Issuing Bank, in the Fee Letter)case of fees payable to it) for distribution, in the case of commitment fees and participation fees, to the Lenders. Fees paid shall not be refundable under any circumstances.

12Fees. (a) The Borrower agrees to pay to the Administrative Agent in dollars for the account of each Revolving Lender of any Class a commitment fee (the “Commitment Fee”)fee, which shall accrue at a the rate of 0.50% per annum (or 0.25% per annum if the Secured Leverage Ratio is less than or equal to 1.25 to 1.00 for the Commitment Fee Rate most recently ended fiscal quarter of the Borrower for which the consolidated financial statements have been delivered pursuant to Section 5.01(a) or Section 5.01(b) or Section 6.1(a) or Section 6.1(b) of the Original Credit Agreement) on the average actual daily unused amount of the Revolving Commitment of such Class of such Lender during the period from and including the Effective Date to but excluding the date on which the Revolving Commitments of such Class terminate. Accrued Commitment Fees commitment fees through and including the last day of each calendar quarter shall be payable in arrears on the last first Business Day of March, June, September and December of each year the subsequent calendar quarter and on the date on which the Revolving Commitments of such Class terminate, commencing on the first such date to occur after the Effective DateJuly 1, 2019. All Commitment Fees commitment fees shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day). For purposes of computing Commitment Feescommitment fees, a Revolving Commitment of any Class of a Lender shall be deemed to be used to the extent of the outstanding Revolving Loans of such Class and LC Exposure of such Lender attributable to its Revolving Commitment of such Class (and the Swingline Exposure of such Lender shall be disregarded for such purpose)Lender. (b) The Borrower agrees to pay (i) to the Administrative Agent in dollars for the account of each Revolving Lender of (other than any Class Defaulting Lender) a participation fee with respect to its participations in Letters of Credit, which shall accrue at the Applicable Rate Rate, in each case, used to determine the interest rate applicable to SOFR EurocurrencySOFR Revolving Loans of such Class on the daily amount of such ▇▇▇▇▇▇Revolving Lender’s LC Exposure attributable to its Revolving Commitment of such Class (excluding any portion thereof attributable to unreimbursed LC Disbursements) ), during the period from and including the Effective Date to and including but excluding the later of the date on which such Revolving Lender’s Revolving Commitment of such Class terminates and the date on which such Revolving Lender ceases to have any such LC Exposure. In addition, and (ii) the Borrower agrees to pay to each Issuing Bank in dollars Bank, for its own account, a fronting fee, which shall accrue in respect of each Letter of Credit issued by such Issuing Bank to the Borrower for the period from the date of issuance of such Letter of Credit through the expiration date of such Letter of Credit (or if terminated on an earlier date to the termination date of such Letter of Credit), computed at a rate equal to 0.125% per annum on or such other percentage per annum to be agreed upon between the daily amount of the LC Exposure attributable to Letters of Credit issued by Borrower and such Issuing Bank (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the Effective Date to and including the later of the date daily outstanding amount of termination such Letter of the Revolving Commitments and the date on which there ceases to be any such LC ExposureCredit, as well as such Issuing Bank’s standard fees with respect to the issuance, amendment, renewal or extension of any Letter of Credit or processing of drawings thereunder. Participation fees and fronting fees accrued through and including the last day of each calendar quarter shall be payable on the last first Business Day of March, June, September and December of each yearthe subsequent quarter, commencing on the first such date to occur after the Effective DateJuly 1, 2019; provided that all such fees shall be payable on the date on which the Revolving Commitments of the applicable Class terminate and any such fees accruing after the date on which such the Revolving Commitments terminate shall be payable on demand. Any other fees payable to an Issuing Bank pursuant to this paragraph shall be payable within 10 days after demanddemand until the expiration or cancellation of all outstanding Letters of Credit. All participation fees and fronting fees shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day)elapsed. (c) All fees payable hereunder shall be paid on the dates due, in immediately available funds, to the Administrative Agent (or to an Issuing Bank, in the case of fees payable to it) for distribution, in the case of commitment fees and participation fees, to the Revolving Lenders entitled thereto. Fees paid hereunder shall not be refundable under any circumstances. (d) The Borrower agrees to pay to the Administrative Agent, for its own account, fees an agency fee payable in the amounts amount and at the times separately agreed upon between the Borrower and the Administrative Agent Agent. (including those set forth in e) Notwithstanding the Fee Letterforegoing, and subject to Section 2.22, the Borrower shall not be obligated to pay any amounts to any Defaulting Lender pursuant to this Section 2.12; provided that such amounts shall be payable to any non-Defaulting Lender which assumes the obligations of a Defaulting Lender pursuant to Section 2.22(a)(iv).

12Fees. (a) The Borrower agrees to pay to the Administrative Agent in dollars for the account of each Revolving Lender of any Class (other than a Defaulting Lender, subject to Section 2.20) a commitment fee (the “Commitment Fee”)in Dollars, which shall accrue at a rate per annum equal to the Commitment Fee Rate set forth in the definition of Applicable Rate on the average daily unused amount of the Revolving Available Commitment of such Class of such Lender during the period from and including the Effective Date to but excluding the date on which the Revolving Commitments of such Class terminate. Accrued Commitment Fees commitment fees shall be payable in arrears on the last first Business Day of Marcheach January, JuneApril, September July and December of each year October and on the date on which the Revolving Commitments of such Class terminate, commencing on the first such date to occur after the Effective Datedate hereof. All Commitment Fees commitment fees shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day). For purposes of computing Commitment Fees, a Revolving Commitment of any Class of a Lender shall be deemed to be used to the extent of the outstanding Revolving Loans of such Class and LC Exposure of such Lender attributable to its Revolving Commitment of such Class (and the Swingline Exposure of such Lender shall be disregarded for such purpose)elapsed. (b) The Borrower agrees to pay (i) to the Administrative Agent in dollars for the account of each Revolving Lender of any Class (other than a Defaulting Lender, subject to Section 2.20) a participation fee in Dollars with respect to its ​ ​ participations in Letters of Credit, which shall accrue at the same Applicable Rate used to determine the interest rate applicable to SOFR Revolving Eurocurrency Loans of such Class on the average daily Dollar Equivalent amount of such ▇▇▇▇▇▇Lender’s LC Exposure attributable to its Revolving Commitment of such Class (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the Effective Date to and including but excluding the later of the date on which such Lender’s Revolving Commitment of such Class terminates and the date on which such Lender ceases to have any such LC Exposure, and (ii) to each the applicable Issuing Bank in dollars a fronting feefee in Dollars, which shall accrue at a the rate equal to of 0.125% per annum on the average Dollar Equivalent daily amount of the LC Exposure attributable to Letters of Credit issued by such Issuing Bank (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the Effective Date to and including but excluding the later of the date of termination of the Revolving Commitments and the date on which there ceases to be any such LC Exposure, as well as such the applicable Issuing Bank’s standard fees with respect to the issuance, amendment, renewal or extension of any Letter of Credit or processing of drawings thereunder. Participation fees and fronting fees accrued through and including the last day of each calendar quarter shall be payable on the last first Business Day of March, June, September and December each of each yearJanuary, April, July and October following such last day, commencing on the first such date to occur after the Effective Date; provided provided, that all such fees shall be payable on the date on which the Revolving Commitments of the applicable Class terminate and any such fees accruing after the date on which such Revolving the Commitments terminate shall be payable on demand. Any other fees payable to an any Issuing Bank pursuant to this paragraph shall be payable within 10 ten days after demand. All participation fees and fronting fees shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day)elapsed. (c) The Borrower agrees to pay to the Administrative Agent, for its own account, and to any Lender, fees payable in the amounts and at the times separately agreed upon between the Borrower and the Administrative Agent or such Lender. (including those set forth d) All fees payable hereunder shall be paid on the dates due, in immediately available funds, to the Administrative Agent (or to an Issuing Bank, in the Fee Letter)case of fees payable to it) for distribution, in the case of commitment fees and participation fees, to the Lenders. Fees paid shall not be refundable under any circumstances.