Common use of 12Fees Clause in Contracts

12Fees. (1) 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 Lexxxx’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 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 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 the Commitments are terminated, as applicable) 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 date of issuance or extension of such Letter of Credit to and including the termination of such Letter of Credit, computed at a rate equal to 0.125% per annum of the daily stated amount of such Letter of Credit plus (ii) such Issuing Bank’s customary issuance fees and customary documentary and processing fees and charges (collectively, “Issuing Bank Fees”). All L/C Participation Fees and Issuing Bank Fees that are payable on a per annum basis will be computed on the basis of the actual number of days elapsed in a year of 360 days. (3) The Borrower Representative agrees to pay to the Administrative Agent, for its own account, the agency fees set forth in the Fee Letter 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. (1a) The Borrower Representative agrees to pay to the Administrative Agent in dollars for the account of each Revolving Lender a commitment fee, which shall accrue at the rate of 0.50% per annum (other or 0.25% per annum if the Secured Leverage Ratio is less than any Defaulting Lender), through or equal to 1.25 to 1.00 for the Administrative Agent, on the first day after the end of each calendar most recently ended fiscal quarter of the Borrowers in each fiscal year, commencing with Borrower for which the first day after the end 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 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”Original Credit Agreement) on the actual daily unused amount of the Available Unused Revolving Commitment of such Lender during the preceding calendar quarter (or in period from and including the case of the first full calendar quarter, the period commencing on the Closing Effective Date and ending with the end of the first full calendar quarter, or ending with to but excluding the date on which the Revolving Commitments terminate. Accrued commitment fees through and including the last day of each calendar quarter shall be payable in arrears on the first Business Day of the subsequent calendar quarter and on the date on which the Revolving Facility ​ Commitments of such Lender will be terminatedterminate, as applicable) at a rate equal to the Commitment Fee Percentagecommencing on July 1, 2019. All Commitment Fees will 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 in a year of 360 days(including the first day but excluding the last day). For the purpose purposes of calculating any Lender’s computing commitment fees, a Revolving Commitment Fee, the outstanding Swingline Loans during the period for which such Lexxxx’s Commitment Fee is calculated will of a Lender shall be deemed to be zero. The Commitment Fee due used to each Lender will commence to accrue on the Closing Date and will cease to accrue on the date on which the last extent of the Commitments outstanding Revolving Loans and LC Exposure of such Lender will be terminated as provided hereinLender. (2b) The Borrower Representative agrees to pay to: (a) to 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 ) a participation fee with respect to such Fronting Exposure will be payable its participations in Letters of Credit, which shall accrue at the Applicable Rate, in each case, used to determine the Issuing Bank for its own account), interest rate applicable to EurocurrencySOFR Revolving Loans on the first Business Day after the end daily amount 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 Revolving Lender’s Revolving Facility Percentage of the daily aggregate Revolving L/C LC Exposure (excluding the any portion thereof attributable to unreimbursed L/C LC Disbursements), during the preceding fiscal calendar (or in period from and including the case Effective Date to but excluding the later 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 such Revolving Lender’s Revolving Commitment terminates and the Commitments are terminated, as applicable) at a rate equal to, (i) in the case of Standby Letters of Creditdate on which such Revolving Lender ceases to have any LC Exposure. In addition, 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) Borrower agrees to pay to 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 hereinaccount, a fronting fee fee, in respect of each Letter of Credit issued by, or the term of which is extended by, by such Issuing Bank to the Borrower for the period from and including the date of issuance or extension of such Letter of Credit through the expiration date of such Letter of Credit (or if terminated on an earlier date to and including the termination date of such Letter of Credit), computed at a rate equal to 0.125% per annum or such other percentage per annum to be agreed upon between the Borrower and such Issuing Bank of the daily stated outstanding amount of such Letter of Credit plus (ii) Credit, as well as such Issuing Bank’s customary issuance standard fees with respect to the issuance, amendment, renewal or extension of any Letter of Credit or processing of drawings thereunder. Participation fees and customary documentary fronting fees accrued through and processing including the last day of each calendar quarter shall be payable on the first Business Day of the subsequent quarter, commencing on July 1, 2019; 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 until the expiration or cancellation of all outstanding Letters of Credit. All participation fees and charges (collectively, “Issuing Bank Fees”). All L/C Participation Fees and Issuing Bank Fees that are payable on a per annum basis will 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 in a year of 360 dayselapsed. (3) The Borrower Representative agrees to pay to the Administrative Agent, for its own account, the agency fees set forth in the Fee Letter 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”). (4c) All Fees will fees payable hereunder shall be paid on the dates due, in immediately available funds, to the Administrative Agent at (or to an Issuing Bank, in the Payment Office case of fees payable to it) for distribution, if in the case of commitment fees and as appropriateparticipation fees, among the Lenders, except that Issuing Bank Fees will be paid directly to the applicable Issuing BanksRevolving Lenders entitled thereto. Once paid, none of the Fees will paid hereunder shall not be refundable under any circumstances. ​. (d) The Borrower agrees to pay to the Administrative Agent, for its own account, an agency fee payable in the amount and at the times separately agreed upon between the Borrower and the Administrative Agent. (e) Notwithstanding the foregoing, 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. (1a) 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 Lexxxx’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 for the account of each Revolving Lender with a Revolving Facility Commitment (other than any a Defaulting Lender, it being understood that subject to Section 2.20) a commitment fee in Dollars, which shall accrue at any time the Issuing Bank has Fronting Exposure to such Defaulting Lender, Commitment Fee Rate set forth in the L/C Participation Fee with respect to such Fronting Exposure will be payable to the Issuing Bank for its own account), definition of Applicable Rate on the first Business Day after the end of each calendar quarter average daily amount of the Borrowers in each fiscal year, commencing with the first day after the end Available Commitment 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 the portion thereof attributable to unreimbursed L/C Disbursements), Lender during the preceding fiscal calendar (or in period from and including the case of the first full calendar quarter, the period commencing on the Closing Effective Date and ending with the end of the first full calendar quarter, or ending with the Maturity Date or to but excluding the date on which the Commitments are terminated, as applicable) at a rate equal to, (i) terminate. Accrued commitment fees shall be payable 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) arrears on the first Business Day after the end of each calendar quarter of the Borrowers in each fiscal yearJanuary, commencing with the first Business Day after the end of the first full calendar quarter of the Borrowers ending after the Closing DateApril, July and October and on each Maturity Date and any the date on which the Commitments terminate, commencing on the first such date to occur after the date hereof. All commitment fees shall be computed on the basis of all a year of 360 days and shall be payable for the Lenders are terminated as provided hereinactual number of days elapsed. (b) The Borrower agrees to pay (i) to the Administrative Agent for the account of each Lender (other than a Defaulting Lender, subject to Section 2.20) a fronting participation fee in Dollars with respect to its ​ ​ participations in Letters of each Letter Credit, which shall accrue at the same Applicable Rate used to determine the interest rate applicable to Eurocurrency Loans on the average daily Dollar Equivalent amount of Credit issued by, or the term of which is extended by, such Issuing Bank for Lender’s LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the Effective Date to but excluding the later of the date on which such Lender’s Commitment terminates and the date on which such Lender ceases to have any LC Exposure, and (ii) to the applicable Issuing Bank a fronting fee in Dollars, which shall accrue at the rate of issuance or extension of such Letter of Credit to and including the termination of such Letter of Credit, computed at a rate equal to 0.125% per annum on the average Dollar Equivalent daily amount of the daily stated amount 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 but excluding the later of the date of termination of the Commitments and the date on which there ceases to be any LC Exposure, as well as the applicable Issuing Bank’s standard fees with respect to the issuance, amendment, renewal or extension of any Letter of Credit plus (ii) such Issuing Bank’s customary issuance or processing of drawings thereunder. Participation fees and customary documentary fronting fees accrued through and processing including the last day of each calendar quarter shall be payable on the first Business Day of each of each January, April, July and October 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 Commitments terminate and any such fees accruing after the date on which the Commitments terminate shall be payable on demand. Any other fees payable to any Issuing Bank pursuant to this paragraph shall be payable within ten days after demand. All participation fees and charges (collectively, “Issuing Bank Fees”). All L/C Participation Fees and Issuing Bank Fees that are payable on a per annum basis will 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 in a year of 360 dayselapsed. (3c) The Borrower Representative agrees to pay to the Administrative Agent, for its own account, the agency and to any Lender, fees set forth payable in the Fee Letter amounts and at the times specified therein or in such other amounts and at such other times as may be separately agreed in writing by upon between the Borrower and the Administrative Agent and the Borrowers from time to time (the “Administrative Agent Fees”)or such Lender. (4d) All Fees will fees payable hereunder shall be paid on the dates due, in immediately available funds, to the Administrative Agent at (or to an Issuing Bank, in the Payment Office case of fees payable to it) for distribution, if in the case of commitment fees and as appropriateparticipation fees, among to the Lenders, except that Issuing Bank . Fees will be paid directly to the applicable Issuing Banks. Once paid, none of the Fees will shall not be refundable under any circumstances. ​.

12Fees. (1a) The Borrower Representative agrees to pay to each Revolving Lender (other than any Defaulting Lender), through the Administrative AgentAgent for the account of each Lender a commitment fee, which shall accrue at the Applicable Rate on the average daily unused amount of the Revolving Commitment and the Delayed Draw Term Loan Commitment 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 daily amount of such Lender’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 shall be payable in arrears on the first day after the end Business Day of each calendar fiscal 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, year and on each Maturity Date and any the date on which the Revolving Facility Commitments of all the Lenders are terminated as provided hereinterminate, 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 commencing the first full calendar quarter, such date to occur after the period commencing on the Closing Date and ending with the end of the first full calendar quarter, or ending with date hereof; provided that any commitment fees accruing after the date on which the last of the Revolving Facility ​ Commitments of such Lender will terminate shall be terminated, as applicable) at a rate equal to the Commitment Fee Percentagepayable on demand. All Commitment Fees will 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 in a year of 360 days. For (including the purpose of calculating any Lender’s Commitment Fee, the outstanding Swingline Loans during the period for which such Lexxxx’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 first day but excluding the last of the Commitments of such Lender will be terminated as provided hereinday). (2b) The Borrower Representative agrees to pay to: (ai) to 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 participation fee with respect to such Fronting Exposure will be payable its participations in Letters of Credit, which shall accrue at the same Applicable Rate used to determine the Issuing Bank for its own account), interest rate applicable to Eurodollar Revolving Loans on the first Business Day after the end average daily amount 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 Revolving Lender’s Revolving Facility Percentage of the daily aggregate Revolving L/C LC Exposure (excluding the any portion thereof attributable to unreimbursed L/C LC 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) 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 to but excluding the later of the date on which such Revolving Lender’s Revolving Commitment terminates and the date on which such Revolving Lender ceases to have any LC Exposure, and (ii) to the Issuing Bank a fronting fee, which shall accrue at the rate or rates per annum separately agreed upon between the Borrower and the Issuing Bank on the average daily amount of the LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the Effective Date to but excluding the later of the date of issuance termination of the Revolving Commitments and the date on which there ceases to be any LC Exposure, as well as the Issuing Bank’s standard fees with respect to the issuance, amendment, renewal or extension of such any Letter of Credit or processing of drawings thereunder pursuant to written documentation separately agreed to by the Borrower. Participation fees and fronting fees accrued through and including the termination last day of March, June, September and December of each year shall be payable on the third Business Day following such Letter of Creditlast day, computed at a rate equal commencing on the first such date to 0.125% per annum of occur after the daily stated amount of Effective Date; provided that all such Letter of Credit plus (ii) 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 Issuing Bank’s customary issuance Bank pursuant to this paragraph shall be payable within 10 days after demand. All participation fees and customary documentary and processing fronting fees and charges (collectively, “Issuing Bank Fees”). All L/C Participation Fees and Issuing Bank Fees that are payable on a per annum basis will shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed in a year of 360 days(including the first day but excluding the last day). (3c) The Borrower Representative agrees to pay to the Administrative AgentAgent and the Lead Arranger, for its their own accountrespective accounts, the agency fees set forth payable in the Fee Letter amounts and at the times specified therein or in such other amounts and at such other times as may be separately agreed upon in writing by between the Borrower, on the one hand, and the Administrative Agent and the Borrowers from time to time (Lead Arranger, on the “Administrative Agent Fees”)other. (4d) All Fees will fees payable hereunder shall be paid on the dates due, in immediately available funds, to the Administrative Agent at (or to the Payment Office Issuing Bank, in the case of fees payable to it) for distribution, if in the case of commitment fees and as appropriateparticipation fees, among to the Lenders, except that Issuing Bank . Fees will be paid directly to the applicable Issuing Banks. Once paid, none of the Fees will shall not be refundable under any circumstances. ​.

12Fees. (1a) 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 Lexxxx’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 for the account of each Revolving Lender with an amount equal to the applicable Unused Commitment Fees times the daily average of the Aggregate Unused Commitment. Such Unused Commitment Fee shall be calculated on the basis of a Revolving Facility year consisting ​ ​ ANTERO CREDIT AGREEMENT ​ ​ ​ of 360 days. The Unused 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 shall be payable to the Issuing Bank for its own account), in arrears on the first Business Day after the end last day of March, June, September and December of each calendar quarter of the Borrowers in each fiscal year, commencing with the first day such date to occur after the end of the first full calendar quarter of the Borrowers ending after the Closing Effective Date, and on each the Maturity Date and 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 March, June, September or December of any year, the Borrower agree to pay to the Administrative Agent, for the account of each Lender, on the date of such termination, the pro rata portion of the Unused Commitment Fee due for the period from the last day of the immediately preceding March, June, September or December, as the case may be, to the date such termination occurs. (b) The Borrower agrees to pay (i) to the Administrative Agent for the account of each Lender a participation fee with respect to its participations in Letters of Credit, which shall accrue at the Commitments same Applicable Rate used to determine the interest rate applicable to Term Benchmark Loans on the average daily amount of all the Lenders are terminated as provided herein, a fee (an “L/C Participation Fee”) on such each Lender’s Revolving Facility Percentage of the daily aggregate Revolving L/C LC Exposure (excluding the any portion thereof attributable to unreimbursed L/C LC 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) 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 to but excluding the later of the date on which such Lender’s Commitment terminates and the date on which such Lender ceases to have any LC Exposure, and (ii) to the Issuing Bank a fronting fee, which shall accrue at the rate equal to one-eighth percent (0.125%) per annum on the average daily amount of the LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the Effective Date to but excluding the later of the date of issuance termination of the Aggregate Commitment and the date on which there ceases to be any LC Exposure (but in no event less than $150 per annum), as well as the Issuing Bank’s standard fees with respect to the issuance, amendment, renewal or extension of such any Letter of Credit to or processing of drawings thereunder; provided that no such individual fee shall exceed $500. Participation fees and fronting fees accrued through and including the termination last day of March, June, September and December of each year shall be payable on the fifteenth (15th) day following such Letter of Creditlast day, computed at a rate equal commencing on the first such date to 0.125% per annum of occur after the daily stated amount of Effective Date; provided that all such Letter of Credit plus fees shall be payable on the date on which the Aggregate Commitment terminates and any such fees accruing after the date on which the Aggregate Commitment terminates shall be payable on demand. Any other fees payable to the Issuing Bank pursuant to this paragraph shall be payable within ten (ii10) such Issuing Bank’s customary issuance days after demand. All participation fees and customary documentary and processing fronting fees and charges (collectively, “Issuing Bank Fees”). All L/C Participation Fees and Issuing Bank Fees that are payable on a per annum basis will shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed in a year of 360 days(including the first day but excluding the last day). (3c) The Borrower Representative agrees to pay to the Administrative Agent, for its own account, the agency fees set forth payable in the Fee Letter amounts and at the times specified therein or in such other amounts and at such other times as may be separately agreed in writing by upon between the Borrower and the Administrative Agent and the Borrowers from time to time (the “Administrative Agent Fees”)Agent. (4d) All Fees will fees payable hereunder shall be paid on the dates due, in immediately available funds, to the Administrative Agent at (or to the Payment Office Issuing Bank, in the case of fees payable to it) for distribution, if in the case of Unused Commitment Fees and as appropriateparticipation fees, among to the Lenders, except that Issuing Bank . Fees will be paid directly to the applicable Issuing Banks. Once paid, none of the Fees will shall not be refundable under any circumstances. ​.

12Fees. (1a) The Borrower Representative agrees to pay to each Revolving Lender (other than any Defaulting Lender), through the Administrative AgentAgent for the pro rata account of each Lender a commitment fee, which shall accrue at the Applicable Rate 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 average daily amount of the Available Unused Commitment of such Lender during the preceding calendar quarter (or in period from and including the case of the first full calendar quarter, the period commencing on the Closing Effective Date and ending with the end of the first full calendar quarter, or ending with to but excluding the date on which the last Commitments terminate. Accrued commitment fees shall be payable in arrears on the first calendar day of each calendar month and on the Revolving Facility ​ date on which the Commitments of terminate, commencing on the first such Lender will be terminated, as applicable) at a rate equal date to occur after the Commitment Fee Percentagedate hereof. All Commitment Fees will commitment fees shall be computed on the basis of a year of three hundred sixty (360) days and shall be payable for the actual number of days elapsed in a year of 360 days. For (including the purpose of calculating any Lender’s Commitment Fee, the outstanding Swingline Loans during the period for which such Lexxxx’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 first day but excluding the last of the Commitments of such Lender will be terminated as provided hereinday). (2b) The Borrower Representative agrees to pay to: (ai) to 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 participation fee with respect to such Fronting Exposure will be payable its participations in Letters of Credit, which shall accrue at the same Applicable Rate used to determine the Issuing Bank for its own account), interest rate applicable to Eurodollar Loans on the first Business Day after the end average daily amount 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 LC Exposure (excluding the any portion thereof attributable to unreimbursed L/C LC Disbursements), ) during the preceding fiscal calendar (or in period from and including the case Effective Date to but excluding the later of the first full calendar quarterdate on which such Lender’s Commitment terminates and the date on which such Lender ceases to have any LC Exposure, and (ii) to the Issuing Bank a fronting fee, which shall accrue at the rate of 0.125% per annum on the average daily amount of the LC Exposure (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 but excluding the later of the date of termination of the Commitments and the date on which there ceases to be any LC Exposure, as well as 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 first calendar day of each calendar month following such last day, commencing on the Closing Date and ending with first such date to occur after the end of the first full calendar quarter, or ending with the Maturity Date or Effective Date; provided that all such fees shall be payable on the date on which the Commitments are terminated, as applicable) at a rate equal to, (i) in the case of Standby Letters of Credit, the Applicable Margin for SOFR Revolving Loans, terminate 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 any such fees accruing 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 terminate shall be payable on demand. Any other fees payable to 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 date of issuance or extension of such Letter of Credit pursuant to and including the termination of such Letter of Credit, computed at a rate equal to 0.125% per annum of the daily stated amount of such Letter of Credit plus this paragraph shall be payable within ten (ii10) such Issuing Bank’s customary issuance days after demand. All participation fees and customary documentary and processing fronting fees and charges (collectively, “Issuing Bank Fees”). All L/C Participation Fees and Issuing Bank Fees that are payable on a per annum basis will shall be computed on the basis of a year of three hundred sixty (360) days and shall be payable for the actual number of days elapsed in a year of 360 days(including the first day but excluding the last day). (3c) The Borrower Representative agrees to pay to the Administrative Agent, for its own account, the agency fees set forth payable in the Fee Letter amounts and at the times specified therein or in such other amounts and at such other times as may be separately agreed in writing by upon between the Borrower and the Administrative Agent and the Borrowers from time to time (the “Administrative Agent Fees”)Agent. (4d) All Fees will fees payable hereunder shall be paid on the dates due, in immediately available funds, to the Administrative Agent at (or to the Payment Office Issuing Bank, in the case of fees payable to it) for distribution, if in the case of commitment fees and as appropriateparticipation fees, among to the Lenders, except that Issuing Bank . Fees will be paid directly to the applicable Issuing Banks. Once paid, none of the Fees will shall not be refundable under any circumstances. ​.

12Fees. (1a) 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 Lexxxx’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 of any Class a Revolving Facility commitment fee (the “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 accountFee”), 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 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 the Commitments are terminated, as applicable) shall accrue at a rate per annum equal to, (i) in to 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) Commitment Fee Rate on the first Business Day after the end of each calendar quarter average daily unused amount of the Borrowers in each fiscal year, commencing with the first Business Day after the end Revolving Commitment of the first full calendar quarter such Class 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 Lender during the period from and including the Effective Date to but excluding the date of issuance or extension on which the Revolving Commitments of such Letter Class terminate. Accrued Commitment Fees shall be payable in arrears on the last Business Day of Credit 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 Xxxxxx’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 termination later of the date on which such Lender’s Revolving Commitment of such Letter of CreditClass terminates and the date on which such Lender ceases to have any such LC Exposure, computed 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 daily stated amount of such Letter LC Exposure attributable to Letters of Credit plus issued by such Issuing Bank (iiexcluding 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 customary issuance standard fees with respect to the issuance, amendment, renewal or extension of any Letter of Credit or processing of drawings thereunder. Participation fees and customary documentary fronting fees shall be payable on the last Business Day of March, June, September and processing 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 charges (collectively, “Issuing Bank Fees”). All L/C Participation Fees and Issuing Bank Fees that are payable on a per annum basis will 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 in a year of 360 days(including the first day but excluding the last day). (3c) The Borrower Representative agrees to pay to the Administrative Agent, for its own account, fees payable in the agency fees amounts and at the times separately agreed upon between the Borrower and the Administrative Agent (including those set forth in the Fee Letter 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”Letter). (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. (1a) The Borrower Representative agrees to pay to each Revolving Lender (other than any Defaulting Lender), through the Administrative AgentAgent for the account of each Lender a commitment fee, which shall accrue at the Applicable Rate on the first day after the end of each calendar quarter average daily unused amount of the Borrowers in each fiscal year, commencing with Revolving Commitment and the first day after the end undrawn portion of the first full calendar quarter 2018 Delayed Draw Term Loan Commitment of Borrowers ending after such applicable Lender during the Closing Date, period from and on each Maturity including the Effective Date and any to but excluding the date on which the such applicable Commitment terminates; provided that, if such Lender continues to have any Revolving Facility Commitments of all the Lenders are terminated as provided hereinCredit Exposure after its Revolving Commitment terminates, a then such commitment fee (a “Commitment Fee”) shall continue to accrue 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 Lender’s Revolving Credit Exposure from and ending with the end of the first full calendar quarter, or ending with including the date on which its Revolving Commitment terminates to but excluding the last 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 Revolving Facility ​ Commitments 2020 Incremental Delayed Draw Term Loan Commitment of such applicable Lender will 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 shall be terminatedpayable in arrears on the first Business Day of each fiscal quarter of each year and on the date on which such Commitments terminate, as applicable) at a rate equal commencing the first such date to occur after the Commitment Fee Percentagedate hereof; provided that any commitment fees accruing after the date on which such Commitments terminate shall be payable on demand. All Commitment Fees will 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 in a year of 360 days. For (including the purpose of calculating any Lender’s Commitment Fee, the outstanding Swingline Loans during the period for which such Lexxxx’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 first day but excluding the last of the Commitments of such Lender will be terminated as provided hereinday). (2b) The Borrower Representative agrees to pay to: (ai) to 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 participation fee with respect to such Fronting Exposure will be payable its participations in Letters of Credit, which shall accrue at the same Applicable Rate used to determine the Issuing Bank for its own account), interest rate applicable to Eurodollar Revolving Loans on the first Business Day after the end average daily Dollar Amount 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 Revolving Lender’s Revolving Facility Percentage of the daily aggregate Revolving L/C LC Exposure (excluding the any portion thereof attributable to unreimbursed L/C LC 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) 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 to but excluding the later of the date on which such Revolving Lender’s Revolving Commitment terminates and the date on which such Revolving Lender ceases to have any LC Exposure, and (ii) to the Issuing Bank a fronting fee, which shall accrue at the rate or rates per annum separately agreed upon between the Borrower and the Issuing Bank on the average daily Dollar Amount of the LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the Effective Date to but excluding the later of the date of issuance termination of the Revolving Commitments and the date on which there ceases to be any LC Exposure, as well as the Issuing Bank’s standard fees with respect to the issuance, amendment, renewal or extension of such any Letter of Credit or processing of drawings thereunder pursuant to written documentation separately agreed to by the Borrower. Participation fees and fronting fees accrued through and including the termination last day of March, June, September and December of each year shall be payable on the third Business Day following such Letter of Creditlast day, computed at a rate equal commencing on the first such date to 0.125% per annum of occur after the daily stated amount of Effective Date; provided that all such Letter of Credit plus (ii) 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 Issuing Bank’s customary issuance Bank pursuant to this paragraph shall be payable within 10 days after demand. All participation fees and customary documentary and processing fronting fees and charges (collectively, “Issuing Bank Fees”). All L/C Participation Fees and Issuing Bank Fees that are payable on a per annum basis will shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed in a year of 360 days(including the first day but excluding the last day). (3c) The Borrower Representative agrees to pay to the Administrative AgentAgent and the Lead Arranger, for its their own accountrespective accounts, the agency fees set forth payable in the Fee Letter amounts and at the times specified therein or in such other amounts and at such other times as may be separately agreed upon in writing by between the Borrower, on the one hand, and the Administrative Agent and the Borrowers from time to time (Lead Arranger, on the “Administrative Agent Fees”)other. (4d) All Fees will fees payable hereunder shall be paid on the dates due, in U.S. Dollars and immediately available funds, to the Administrative Agent at (or to the Payment Office Issuing Bank, in the case of fees payable to it) for distribution, if in the case of commitment fees and as appropriateparticipation fees, among to the Lenders, except that Issuing Bank . Fees will be paid directly to the applicable Issuing Banks. Once paid, none of the Fees will shall not be refundable under any circumstances. ​.

12Fees. (1a) The Borrower Representative agrees to pay to each Revolving Lender (other than any Defaulting Lender), through the Administrative AgentAgent for the account of each Lender, on the first day after the end last Business Day of each calendar fiscal quarter of (commencing on the Borrowers in each fiscal year, commencing with the first day after the end last Business Day of the first full calendar fiscal quarter of Borrowers ending after the Closing Date, ) and on each Maturity Date and any the date on which the Revolving Facility Commitments of all the Lenders are 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 calendar quarter (or in the case of the first full calendar quarter, the other period commencing on with 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 shall be terminated, as applicable) at a rate equal to the Applicable Commitment Fee PercentageFee. All Commitment Fees will shall be computed on the basis of the actual number of days elapsed (including the first day but excluding the last) 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 Lexxxx’s Commitment Fee is calculated will be deemed to be zero. The Commitment Fee due to each Lender will shall commence to accrue on the Closing Date and will shall cease to accrue on the date on which the last of the Revolving Facility Commitments of such Lender will shall be terminated as provided herein. (2b) The Borrower Representative agrees to pay to: from time to time (ai) to the Administrative Agent for the account of each Revolving Facility 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)of each Class, on the first last Business Day after the end of each calendar fiscal quarter of (commencing on the Borrowers in each fiscal year, commencing with the first day after the end last Business Day of the first full calendar fiscal quarter of the Borrowers ending after the Closing Date, ) and on each Maturity Date and any the date on which the Revolving Facility Commitments of all the Lenders are 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 aggregate average Revolving L/C Exposure (excluding the portion thereof attributable to unreimbursed L/C Disbursements)) of such Class, during the preceding fiscal calendar quarter (or in the case of the first full calendar quarter, the other period commencing on with the Closing Date and ending with the end of the first full calendar quarter, or ending with the Revolving Facility Maturity Date or the date on which the Revolving Facility Commitments are of such Class shall be terminated; provided, as applicablethat any such fees accruing after the date on which such Revolving Facility Commitments terminate shall be payable on demand) at a the rate per annum equal to, (i) in the case of Standby Letters of Credit, to the Applicable Margin for SOFR Term Benchmark Revolving LoansFacility Borrowings of such Class effective for each day in such period, and (ii) in the case of Trade Letters of Credit, the Applicable Margin for SOFR Revolving Loans minus 0.50%; and (b) to each Issuing Bank, for its own account (ix) on the first last Business Day after the end of each calendar fiscal quarter of (commencing on the Borrowers in each fiscal year, commencing with the first last Business Day after the end of the first full calendar fiscal quarter of the Borrowers ending after the Closing Date, ) and on each Maturity Date and any the date on which the Revolving Facility Commitments of all the Lenders are terminated as provided hereinshall be terminated, a fronting fee in Dollars in respect of each Letter of Credit issued by, or the term of which is extended by, by such Issuing Bank for the period from and including the date of issuance or extension of such Letter of Credit to and including the termination of such Letter of Credit, computed at a rate equal to 0.125% (or such lesser rate as may be agreed 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 Credit), plus (iiy) 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 issuance fees and customary documentary and processing fees and charges (collectively, “Issuing Bank Fees”). All L/C Participation Fees and Issuing Bank Fees that are payable on a per annum basis will shall be computed on the basis of the actual number of days elapsed (including the first day but excluding the last) in a year of 360 days. (3c) The Borrower Representative agrees to pay to the Administrative Agent, for its own accountthe account of the Administrative Agent, the agency fees set forth administrative agent fee separately agreed in writing, in the Fee Letter amounts and, 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 fees shall be paid on the dates due, in Dollars and 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 shall be paid directly to the applicable Issuing Banks. Once paid, none of the Fees will fees shall be refundable under any circumstances. ​.