Common use of Letter of Credit Fees Clause in Contracts

Letter of Credit Fees. The Borrower agrees to pay (i) to the Administrative Agent for the account of each Revolving Lender a participation fee with respect to its participations in Letters of Credit, which shall accrue at a rate per annum equal to the Applicable Letter of Credit Fee Rate for such Revolving Lender on the average daily amount of such Revolving Lender’s LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the Sixth Restatement 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 Lender ceases to have any LC Exposure, and (ii) to the Issuing Lender a fronting fee, which shall accrue at the rate or rates per annum separately agreed upon between the Borrower and the Issuing Lender 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 Sixth Restatement Effective Date to but excluding the later of the date of termination of all of the Revolving Commitments and the date on which there ceases to be any LC Exposure, as well as the Issuing Lender’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 each Quarterly Date shall be payable on the third Business Day following such Quarterly Date, commencing on the first such date to occur after the Sixth Restatement Effective Date; provided that all such fees shall be payable on the date on which the Revolving Commitments of the Revolving Lenders, 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 the Issuing Lender 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).

Letter of Credit Fees. The Borrower agrees to pay (i) to the Administrative Agent for the account of each Revolving Credit Lender a participation fee with respect to its participations in Letters of Credit, which shall accrue at a the same Applicable Rate used to determine the interest rate per annum equal applicable to the Applicable Letter of Eurodollar Revolving Credit Fee Rate for such Revolving Lender Loans on the average daily amount of such Revolving Credit Lender’s LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the Sixth Restatement Effective Date to but excluding the later of the date on which such the Revolving Lender’s Revolving Commitment terminates Credit Commitments terminate and the date on which such Lender there ceases to have be any LC Exposure, and (ii) to the Issuing Lender a fronting fee, which shall accrue at the rate or rates of 0.125% per annum separately agreed upon between the Borrower and the Issuing Lender on the average daily amount of the total LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the Sixth Restatement Effective Date to but excluding the later of the date of termination of all of the Revolving Credit Commitments terminate and the date on which there ceases to be any LC ExposureExposure in respect of Letters of Credit issued by the Issuing Lender, as well as the Issuing Lender’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 March, June, September and December of each Quarterly Date year shall be payable on the third Business Day following such Quarterly Datelast day, commencing on the first such date to occur after the Sixth Restatement Effective Date; provided that all such fees shall be payable on the date on which the Revolving Credit Commitments of the Revolving Lenders, terminate and any such fees accruing after the date on which such the Revolving Credit Commitments terminate shall be payable on demand. Any other fees payable to the Issuing Lender 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).

Letter of Credit Fees. The Borrower agrees to pay (i) to the Administrative Agent for the account of each Revolving Lender a participation fee with respect to its participations in Letters of Credit, which shall accrue at a rate per annum equal to the Applicable Letter of Credit Fee Rate for such Revolving Lender applicable to interest on Eurodollar Loans on the average daily amount of such Revolving Lender’s LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the Sixth First Amendment and Restatement 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 Lender ceases to have any LC Exposure, and (ii) to the applicable Issuing Lender Bank a fronting fee, which shall accrue at the rate or rates of 0.125% per annum separately agreed upon between the Borrower and the Issuing Lender on the average daily amount of the LC Exposure of Letters of Credit issued by such Issuing Bank (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the Sixth First Amendment and Restatement Effective Date to but excluding the later of the date of termination of all of the Revolving Commitments and the date on which there ceases to be any LC Exposure, as well as the applicable Issuing LenderBank’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 each Quarterly Date shall be payable on the third Business Day following such Quarterly Date, commencing on the first such date to occur after the Sixth First Amendment and Restatement Effective Date; provided that all such fees shall be payable on the date on which the Revolving Commitments of the Revolving Lenders, 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 the applicable Issuing Lender 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).

Letter of Credit Fees. The Each Borrower agrees agrees, severally and not jointly with the other Borrowers, to pay (i) to the Administrative Agent for the account of each Revolving Lender a participation fee with respect to its participations in Letters of CreditCredit issued for the account of such Borrower (the “LC Participation Fee”), which shall accrue at a rate per annum equal to the Applicable Letter of Credit Fee Rate for such Revolving Lender on the average daily amount of that portion of such Revolving Lender’s LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) attributable to Letters of Credit issued for the account of such Borrower during the period from and including the Sixth Restatement Effective Closing Date (or, in the case of each Illinois Utility, its Accession Date) to but excluding the later of the date on which such Revolving Lender’s Revolving Commitment terminates and the date on which such Lender ceases to have any LC Exposure, and (ii) to the each Issuing Lender Bank a fronting fee, which shall accrue at the rate or rates per annum separately agreed upon between the such Borrower and the such Issuing Lender Bank on the average daily amount of the LC Exposure attributable to Letters of Credit issued by such Issuing Bank for the account of such Borrower (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the Sixth Restatement Effective Closing Date (or, in the case of an Illinois Utility, its Accession Date) to but excluding the later of the date of termination of all of the Revolving Commitments such Issuing Bank’s LC Commitment and the date on which there ceases to be any LC ExposureExposure attributable to Letters of Credit issued by such Issuing Bank, as well as the each Issuing LenderBank’s standard fees with respect to the issuance, amendment, renewal or extension of any Letter of Credit issued by such Issuing Bank for the account of such Borrower or processing of drawings thereunder. LC Participation fees Fees and fronting fees accrued through and including the last day of March, June, September and December of each Quarterly Date year shall be payable on the third Business Day following such Quarterly Datelast day, commencing on the first such date to occur after the Sixth Restatement Effective Closing Date; provided that all such fees accrued for the account of any Borrower shall be payable on the date on which the Revolving Commitments of the Revolving Lenders, terminate Availability Termination Date for such Borrower and any such fees accruing after the date on which Availability Termination Date for such Revolving Commitments terminate Borrower shall be payable on demand. Any other fees payable to the an Issuing Lender 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 promptly upon receipt 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)an invoice therefor.

Letter of Credit Fees. The Borrower Company agrees to pay (i) to the Administrative Agent for the account of each Revolving Lender a participation fee with respect to its participations in Letters of Credit, which shall accrue at a rate per annum equal to the Applicable Letter of Credit Fee Rate for such Revolving Lender applicable to Eurocurrency Loans on the average daily amount of such Revolving Lender’s LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the Sixth Restatement 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 Lender ceases to have any LC Exposure, and . (iii) The relevant Borrower with respect to each Letter of Credit agrees to pay to the Issuing Lender of such Letter of Credit (A) a fronting fee, which shall accrue at the a rate or rates per annum as agreed separately agreed upon between the Borrower Company and the relevant Issuing Lender on Lender, of the average daily amount of the LC Exposure with respect to such Letter of Credit (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the Sixth Restatement Effective Date date of issuance of such Letter of Credit to but excluding the later of the date of termination of all of the Revolving Commitments and the date on which there ceases to be any such LC Exposure, as well as the Exposure under such Letter of Credit and (B) such Issuing Lender’s standard fees with respect to the issuance, amendment, renewal or extension of any such Letter of Credit or processing of drawings thereunder. . (ii) Participation fees and fronting fees accrued through and including the last day of each Quarterly Date calendar quarter shall be payable on the third Business Day following such Quarterly Datelast day, commencing on the first such date to occur after the Sixth Restatement Effective Date; provided that all such fees shall be payable on the date on which the Revolving Commitments of the Revolving Lenders, 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 the any Issuing Lender pursuant to this clause (B) of paragraph (b)(i) above shall be payable at the times separately agreed upon between the Company or the relevant Borrower and such Issuing Lender or otherwise 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).

Letter of Credit Fees. The Borrower agrees to pay (i) to the Administrative Agent for the account of each Revolving Lender a participation fee with respect to its participations in Letters of Credit, which shall accrue at a rate per annum equal to the Applicable Letter of Credit Fee Rate for such Revolving Lender on the average daily amount of such Revolving Lender’s LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the Sixth Fifth Restatement 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 Lender ceases to have any LC Exposure, and (ii) to the Issuing Lender a fronting fee, which shall accrue at the rate or rates per annum separately agreed upon between the Borrower and the Issuing Lender 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 Sixth Fifth Restatement Effective Date to but excluding the later of the date of termination of all of the Revolving Commitments and the date on which there ceases to be any LC Exposure, as well as the Issuing Lender’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 each Quarterly Date shall be payable on the third Business Day following such Quarterly Date, commencing on the first such date to occur after the Sixth Fifth Restatement Effective Date; provided that all such fees shall be payable on the date on which the Revolving Commitments of the Revolving Lenders, 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 the Issuing Lender 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).

Letter of Credit Fees. The Borrower agrees to pay (i) to the Administrative Agent for the account of each Revolving Multicurrency Lender a participation fee with respect to its participations in Letters of Credit, which shall accrue at a rate per annum equal to the Applicable Letter of Credit Fee Rate for such Revolving Lender Margin applicable to interest on Eurocurrency Loans on the average daily amount of such Revolving Lender’s LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the Sixth Restatement Effective Date to but excluding the later of the date on which such Revolving Lender’s Revolving Multicurrency Commitment terminates and the date on which such Lender ceases to have any LC Exposure, and (ii) to the each Issuing Lender Bank a fronting fee, which shall accrue at the rate or rates of 0.25% per annum separately agreed upon between the Borrower and the Issuing Lender on the average daily amount of the LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) applicable to Letters of Credit issued by such Issuing Bank during the period from and including the Sixth Restatement Effective Date to but excluding the later of the date of termination of all of the Revolving Commitments and the date on which there ceases to be any LC Exposure, as well as the each Issuing LenderBank’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 each Quarterly Date shall be payable on the third Business Day following such Quarterly Date, commencing on the first such date to occur after the Sixth Restatement Effective Date; provided that that, all such fees with respect to the Letters of Credit shall be payable on the date on which the Revolving Multicurrency Commitments of terminate (the Revolving Lenders“termination date”), terminate and the Borrower shall pay any such fees accruing that have accrued and that are unpaid on the termination date and, in the event any Letters of Credit shall be outstanding that have expiration dates after the termination date, the Borrower shall prepay on the termination date the full amount of the participation and fronting fees that will accrue on such Letters of Credit subsequent to the termination date through but not including the date such outstanding Letters of Credit are scheduled to expire (and in that connection, the Multicurrency Lenders agree not later than the date two Business Days after the date on upon which the last such Revolving Commitments terminate Letter of Credit shall expire or be payable on demandterminated to rebate to the Borrower the excess, if any, of the aggregate participation and fronting fees that have been prepaid by the Borrower over the amount of such fees that ultimately accrue through the date of such expiration or termination). Any other fees payable to the Issuing Lender Banks 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).

Letter of Credit Fees. The Borrower agrees to pay (i) to the Administrative Agent for the account of each Revolving Lender a participation fee with respect to its participations in Letters of Credit, which shall accrue at a rate per annum equal to the Applicable Margin applicable to interest on Term Benchmark Loans (or, if such Letter of Credit Fee Rate for such Revolving Lender is denominated in GBP, RFR Loans) on the average daily amount of such Revolving Lender’s LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the Sixth Restatement Effective Date to but excluding the later of the date on which such Revolving Lender’s Revolving Commitment of the applicable Class terminates and the date on which such Lender ceases to have any LC ExposureExposure of such Class, and (ii) to the each Issuing Lender Bank a fronting fee, which shall accrue at the rate or rates of 0.25% per annum separately agreed upon between the Borrower and the Issuing Lender on the average daily amount of the LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) applicable to Letters of Credit issued by such Issuing Bank during the period from and including the Sixth Restatement Effective Date to but excluding the later of the date of termination of all of the Revolving Commitments and the date on which there ceases to be any LC Exposure, as well as the each Issuing LenderBank’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 each Quarterly Date shall be payable in arrears on the third sixth (6th) Business Day following such Quarterly Date, commencing on the first such date to occur after the Sixth Restatement Effective DateJune 30, 2022; provided that that, all such fees with respect to the Letters of Credit shall be payable on the date on which the Revolving Commitments of the Revolving Lendersapplicable Class terminate (the “termination date”), terminate and the Borrower shall pay any such fees accruing that have accrued and that are unpaid on the termination date and, in the event any Letters of Credit shall be outstanding that have expiration dates after the termination date, the Borrower shall prepay on the termination date the full amount of the participation and fronting fees that will accrue on such Letters of Credit subsequent to the termination date through but not including the date such outstanding Letters of Credit are scheduled to expire (and in that connection, the Lenders agree not later than the date two (2) Business Days after the date on upon which the last such Revolving Commitments terminate Letter of Credit shall expire or be payable on demandterminated to rebate to the Borrower the excess, if any, of the aggregate participation and fronting fees that have been prepaid by the Borrower over the amount of such fees that ultimately accrue through the date of such expiration or termination). Any other fees payable to the Issuing Lender Banks pursuant to this paragraph shall be payable within 10 days ten (10) Business 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).

Letter of Credit Fees. (i) The Borrower agrees to pay (i) to the Administrative Agent for the account of each Revolving Lender (other than Defaulting Lenders) a participation letter of credit fee with respect to its participations in Letters of Credit, which shall accrue at a rate per annum equal to the Applicable Margin for LIBOR Loans on the average daily aggregate undrawn amount of all outstanding Letters of Credit 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. Letter of Credit Fee Rate for fees accrued through and including the last day of each Fiscal Quarter shall be payable on the third Business Day following such Revolving Lender 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. (ii) The Borrower agrees to pay to the relevant Fronted LC Issuing Bank a fronting fee which shall accrue at a rate per annum as agreed in writing between the Borrower and such Fronted LC Issuing Bank on the average daily amount of such Revolving Lender’s the LC Exposure in respect of the Fronted Letters of Credit issued by such Fronted LC Issuing Bank (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the Sixth Restatement 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 Lender ceases to have any LC Exposure, and (ii) to the Issuing Lender a fronting fee, which shall accrue at the rate or rates per annum separately agreed upon between the Borrower and the Issuing Lender 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 Sixth Restatement Effective Date to but excluding the later of the date of termination of all of the Revolving Commitments and the date on which there ceases to be any such LC Exposure, as well as the Issuing Lender’s standard fees with Exposure in respect to the issuance, amendment, renewal or extension of any Letter Fronted Letters of Credit or processing of drawings thereunderCredit. Participation fees and fronting Fronting fees accrued through and including the last day of each Quarterly Date Fiscal Quarter shall be payable on the third Business Day following such Quarterly Datelast day, commencing on the first such date to occur after the Sixth Restatement Effective Date; provided that all such fees shall be payable on the date on which the Revolving Commitments of the Revolving Lenders, 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 . (iii) The Borrower agrees to pay to the Administrative Agent, for its own account with respect to Syndicated Letters of Credit and for the account of the relevant Fronted LC Issuing Lender pursuant Bank with respect to this paragraph shall be payable the Fronted Letters of Credit, within 10 days Business Days after demand, the Administrative Agent’s or such Fronted LC Issuing Bank’s, as applicable, standard administrative fees with respect to the issuance, amendment, renewal or extension of any Syndicated Letter of Credit or Fronted Letters of Credit, respectively, or processing of drawings thereunder. All participation letter of credit fees and fronting fees shall will be computed on the basis of a year of 360 days and shall will be payable for the actual number of days elapsed (including the first day but excluding the last day)elapsed.

Letter of Credit Fees. The Borrower agrees to pay (i) to the Administrative Agent for the account of each Revolving Lender a participation fee with respect to its participations in Letters of Credit, which shall accrue at a rate per annum equal to the Applicable Margin applicable to interest on Term Benchmark Loans (or, if such Letter of Credit Fee Rate for such Revolving Lender is denominated in GBP or CHF, RFR Loans) on the average daily maximum amount of such Revolving Lender’s LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the Sixth Restatement Effective Date to but excluding the later of the date on which such Revolving Lender’s Revolving Commitment of the applicable Class terminates and the date on which such Lender ceases to have any LC ExposureExposure of such Class, and (ii) to the each Issuing Lender Bank a fronting fee, which shall accrue at the rate or rates of 0.25% per annum separately agreed upon between the Borrower and the Issuing Lender on the average daily maximum amount of the LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) applicable to Letters of Credit issued by such Issuing Bank during the period from and including the Sixth Restatement Effective Date to but excluding the later of the date of termination of all of the Revolving Commitments and the date on which there ceases to be any LC Exposure, as well as the each Issuing LenderBank’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 each Quarterly Date shall be payable in arrears on the third sixth (6th) Business Day following such Quarterly Date, commencing on the first such date to occur after the Sixth Restatement Effective DateSeptember 30, 2022; provided that that, all such fees with respect to the Letters of Credit shall be payable on the date on which the Revolving Commitments of the Revolving Lendersapplicable Class terminate (the “termination date”), terminate and the Borrower shall pay any such fees accruing that have accrued and that are unpaid on the termination date and, in the event any Letters of Credit shall be outstanding that have expiration dates after the termination date, the Borrower shall prepay on the termination date the full amount of the participation and fronting fees that will accrue on such Letters of Credit subsequent to the termination date through but not including the date such outstanding Letters of Credit are scheduled to expire (and in that connection, the Lenders agree not later than the date two (2) Business Days after the date on upon which the last such Revolving Commitments terminate Letter of Credit shall expire or be payable on demandterminated to rebate to the Borrower the excess, if any, of the aggregate participation and fronting fees that have been prepaid by the Borrower over the amount of such fees that ultimately accrue through the date of such expiration or termination). Any other fees payable to the Issuing Lender Banks pursuant to this paragraph shall be payable within 10 days ten (10) Business 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).

Letter of Credit Fees. The Borrower agrees to pay with respect to Letters of Credit outstanding hereunder the following fees: (i) to the Administrative Agent for the account of each Revolving Credit Lender a participation fee with respect to its participations in Letters of Credit, which shall accrue at a rate per annum equal to the Applicable Letter of Rate used in determining interest on Revolving Credit Fee Rate for such Revolving Lender Eurodollar Loans, on the average daily amount of such Revolving Lender’s LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the Sixth Restatement Effective Date to but excluding the later of the date on which such Revolving Lender’s Revolving Credit Commitment terminates and the date on which such Lender ceases to have there shall no longer be any LC Exposure, and Letters of Credit outstanding hereunder; and (ii) to the each Issuing Lender Bank (x) a fronting fee, which shall accrue at the rate or rates of 0.15% per annum separately agreed upon between the Borrower and the Issuing Lender on the average daily amount of the LC Exposure of such Issuing Bank (determined for these purposes without giving effect to the participations therein of the Revolving Credit Lenders pursuant to paragraph (d) of Section 2.04, and excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the Sixth Restatement Effective Date to but excluding the later of the date of termination of all of the Revolving Credit Commitments and the date on which there ceases to shall no longer be any LC ExposureLetters of Credit of such Issuing Bank outstanding hereunder, as well as the and (y) such Issuing LenderBank’s standard fees with respect to the issuance, amendment, renewal or extension of any Letter of Credit or processing of drawings thereunder. Participation Accrued participation fees and fronting fees accrued through and including shall be payable in arrears on each Quarterly Date shall be payable and on the third Business Day following such Quarterly Datedate the Revolving Credit Commitments terminate, commencing on the first such date to occur after the Sixth Restatement Effective Date; date hereof, provided that all such fees shall be payable on the date on which the Revolving Commitments of the Revolving Lenders, terminate and any such fees accruing after the date on which such the Revolving Credit Commitments terminate shall be payable on demand. Any other fees payable to the Issuing Lender 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).

Letter of Credit Fees. The Borrower agrees to pay (i) to the Administrative Agent for the account of each Revolving Lender a participation fee with respect to its participations in Letters of Credit, which shall accrue at a rate per annum equal to the Applicable Letter of Credit Fee Rate for such applicable to interest on Eurodollar Revolving Lender Loans on the average daily amount of such Revolving Lender’s LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the Sixth Restatement 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 Lender ceases to have any LC Exposure, and (ii) to the each Issuing Lender Lender, a fronting fee, which shall accrue at the rate or rates per annum separately agreed upon between set forth in the Borrower and the instrument of such Issuing Lender contemplated by Section 2.05(j) on the average daily amount of the LC Exposure of such Issuing Lender (excluding any portion thereof attributable to unreimbursed LC DisbursementsDisbursements and determined for these purposes without giving effect to the participations therein of the Revolving Lenders pursuant to paragraph (f) of Section 2.05) during the period from and including the Sixth Restatement Effective Date to but excluding the later of the date of termination of all of the Revolving Commitments and the date on which there ceases to be any LC Exposure, as well as the such Issuing Lender’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 each Quarterly Date shall be payable on the third Business Day following such Quarterly Date, commencing on the first such date to occur after the Sixth Restatement Effective Date; provided that all such fees shall be payable on the date on which the Revolving Commitments of the Revolving Lenders, 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 the any Issuing Lender 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). For the purposes of calculating the average daily balance of the LC Exposure for any period under this Section 2.11(b), the average daily amount of the Alternative Currency LC Exposure for such period shall be calculated by multiplying (x) the average daily balance of each Alternative Currency Letter of Credit (expressed in the Alternative Currency of such Alternative Currency Letter of Credit) by (y) the Exchange Rate for each such Alternative Currency in effect on the last Business Day of such period or by such other reasonable method that the Administrative Agent deems appropriate.

Letter of Credit Fees. The Borrower agrees to pay (i) to the Administrative Agent for the account of each Revolving Multicurrency Lender a participation fee with respect to its participations in Letters of Credit, which shall accrue at a rate per annum equal to the Applicable Letter of Credit Fee Rate for such Revolving Lender Margin applicable to interest on Eurocurrency Loans on the average daily amount of such Revolving Lender’s LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the Sixth Restatement Effective Date to but excluding the later of the date on which such Revolving Lender’s Revolving Multicurrency Commitment terminates and the date on which such Lender ceases to have any LC Exposure, and (ii) to the Issuing Lender Bank a fronting fee, which shall accrue at the rate or rates of one half of one percent (0.5%) per annum separately agreed upon between the Borrower and the Issuing Lender 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 Sixth Restatement Effective Date to but excluding the later of the date of termination of all of the Revolving Commitments and the date on which there ceases to be any LC Exposure, as well as the Issuing LenderBank’s standard fees with respect to the issuance, amendment, amendment renewal or extension of any Letter of Credit or processing of drawings thereunder. Participation fees and fronting fees accrued through and including each Quarterly Date shall be payable on the third Business Day following such Quarterly Date, commencing on the first such date to occur after the Sixth Restatement Effective Date; provided that all such fees with respect to the Letters of Credit shall be payable on the date on which the Revolving Multicurrency Commitments of terminate (the Revolving Lenders“termination date”), terminate and the Borrower shall pay any such fees accruing that have accrued and that are unpaid on the termination date and, in the event any Letters of Credit shall be outstanding that have expiration dates after the termination date, the Borrower shall prepay on the termination date the full amount of the participation and fronting fees that will accrue on such Letters of Credit subsequent to the termination date through but not including the date such outstanding Letters of Credit are scheduled to expire (and in that connection, the Multicurrency Lenders agree not later than the date two Business Days after the date on upon which the last such Revolving Commitments terminate Letter of Credit shall expire or be payable on demandterminated to rebate to the Borrower the excess, if any, of the aggregate participation and fronting fees that have been prepaid by the Borrower over the amount of such fees that ultimately accrue through the date of such expiration or termination). Any other fees payable to the Issuing Lender 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).

Letter of Credit Fees. The Borrower agrees to pay (i) to the Administrative Agent for the account of each Revolving Lender a participation fee with respect to its participations in Letters of Credit, which shall accrue at a the same Applicable Margin used to determine the interest rate per annum equal applicable to the Applicable Letter Borrowings comprised of Credit Fee Rate for such Revolving Lender LIBOR Loans on the average daily amount of such Revolving Lender’s LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the Sixth Restatement Effective Initial Availability Date to but excluding the later of the date on which such Revolving Lender’s Revolving Commitment terminates and the date on which such Lender ceases to have any LC Exposure, and (ii) to the each Issuing Lender Bank a fronting fee, which shall accrue at the rate or rates of 0.200% per annum separately agreed upon between the Borrower and the Issuing Lender 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 such Issuing Bank during the period from and including the Sixth Restatement Effective Initial Availability Date to but excluding the later of the date of termination of all of the Revolving Aggregate Commitments and the date on which there ceases to be any LC ExposureExposure attributable to Letters of Credit issued by such Issuing Bank and (iii) to each Issuing Bank, as well as the Issuing Lender’s for its own account, its 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 March, June, September and December of each Quarterly Date year shall be payable on the third Business Day following such Quarterly Datelast day, commencing on the first such date to occur after the Sixth Restatement Effective Initial Availability Date; provided that all such fees shall be payable on the date on which the Revolving Commitments of the Revolving Lenders, terminate Maturity Date and any such fees accruing after the date on which such Revolving Commitments terminate Maturity Date shall be payable on demand. Any other fees payable to the any Issuing Lender Bank pursuant to this paragraph Section 3.05(a) 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, unless such computation would exceed the Highest Lawful Rate, in which case such fees shall be computed on the basis of a year of 365 days (or 366 days in a leap year), and shall be payable for the actual number of days elapsed (including the first day but excluding the last day).

Letter of Credit Fees. The Borrower agrees Borrowers agree to pay (i) to the Administrative Agent for the account of each Revolving Credit Lender a participation fee with respect to its participations in Letters of CreditCredit (“LC Fee”), which shall accrue at a the same Applicable Margin used to determine the interest rate per annum equal applicable to the Applicable Letter of Revolving Credit Fee Rate for such Revolving Lender Loans that are LIBOR Loans on the average daily amount of such Revolving Lender’s LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the Sixth Restatement Effective Original Closing Date to but excluding the later of the date on which such Revolving Lender’s Revolving Credit Commitment terminates and the date on which such Revolving Credit Lender ceases to have any LC ExposureExposure (provided that any LC Fees otherwise payable for the account of a Defaulting Lender with respect to any Letter of Credit as to which such Defaulting Lender has not provided Cash Collateral satisfactory to the Issuing Bank shall be payable, to the maximum extent permitted by applicable Governmental Requirements, to the other Revolving Credit Lenders in accordance with the upward adjustments in their respective Revolving Credit Percentage Shares allocable to such Letter of Credit pursuant to Section 2.14(a)(iv), with the balance of such fee, if any, payable to the Issuing Bank for its own account), and (ii) to the Issuing Lender Bank a fronting fee, which shall accrue at the rate or rates of 0.125% per annum separately agreed upon between the Borrower and the Issuing Lender 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 Sixth Restatement Effective Original Closing Date to but excluding the later of the date of termination of all of the Revolving Credit Commitments and the date on which there ceases to be any LC Exposure, as well as the Issuing LenderBank’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 Business Day of March, June, September and December of each Quarterly Date year shall be payable quarterly in arrears on the third Business Day following such Quarterly Date, commencing on the first such date to occur after the Sixth Restatement Effective each Payment Date; provided that all such fees shall be payable on the date on which the Revolving Credit Commitments of the Revolving Lenders, terminate and any such fees accruing after the date on which such the Revolving Credit Commitments terminate shall be payable on demand. Any other fees payable to the Issuing Lender Bank pursuant to this paragraph clause 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).

Letter of Credit Fees. The Borrower Parent agrees to pay (i) to the Administrative Agent for the account of each Revolving Lender a participation fee with respect to its participations in Letters each Letter of Credit, which shall accrue at a rate per annum equal to the Applicable Letter of Credit Fee Margin for Euro-Rate for such Revolving Lender Loans on the average daily amount of such Revolving Lender’s LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) in respect of such Letter of Credit during the period from and including the Sixth Restatement Effective Closing Date to but excluding the later of the date on which such Revolving Lender’s Revolving Credit Commitment terminates and the date on which such Lender ceases to have any LC Exposure, and (ii) to the Issuing Lender each Issuer a fronting fee, which shall accrue at the a rate or rates per annum separately agreed upon between the Borrower Parent and the Issuing Lender such Issuer (or such Issuer’s Affiliate, if applicable) on the average daily amount of the LC Exposure associated with Letters of Credit issued by such Issuer (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the Sixth Restatement Effective Closing Date to but excluding the later of the date of termination of all of the Revolving Credit Commitments and the date on which there ceases to be any LC Exposure, as well as the Issuing Lendersuch Issuer’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 each Quarterly Date (together, “Letter of Credit Fees”) shall be payable in arrears on the third Business Day following such Quarterly each Regular Payment Date, commencing on the first such date to occur after the Sixth Restatement Effective Date; provided that all such fees shall be payable on the date on which the Revolving Credit Commitments of the Revolving Lenders, terminate and any such fees accruing after the date on which such Revolving Commitments terminate shall be payable thereafter on demand. Any other fees payable to the Issuing Lender Issuer pursuant to this paragraph shall be payable within 10 days after demand. All participation fees and fronting fees Letter of Credit 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.

Letter of Credit Fees. The Each Borrower agrees to pay (i) to the Administrative Agent for the account of each Revolving Lender a participation fee with respect to its participations in Letters of Credit, which shall accrue at a rate per annum equal the same Applicable Rate applicable to the Applicable Letter of Credit Fee Fixed Rate for such Revolving Lender Loans, on the average daily amount of such Revolving Lender’s LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) applicable to Letters of Credit issued for the account of such Borrower during the period from and including the Sixth Restatement 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 Lender ceases to have any LC ExposureExposure relating to such Letters of Credit, and (ii) to the Issuing Lender Bank a fronting fee, which shall accrue at the rate or rates of 0.125% per annum separately agreed upon between the Borrower and the Issuing Lender on the average daily amount of the LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) applicable to Letters of Credit issued for the account of such Borrower during the period from and including the Sixth Restatement Effective Date to but excluding the later of the date of termination of all of the Revolving Commitments and the date on which there ceases to be any LC Exposure, as well as the Issuing LenderBank’s standard fees with respect to the issuance, amendment, renewal or extension of any Letter such Letters of Credit or processing of drawings thereunder. Participation fees and fronting fees accrued through and including the last day of February, May, August and November of each Quarterly Date year shall be payable on the third Business Day following such Quarterly Datelast day, commencing on the first such date to occur after the Sixth Restatement Effective Date; provided that all such fees shall be payable on the date on which the Revolving Commitments of the Revolving Lenders, 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 the Issuing Lender 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).

Letter of Credit Fees. The Borrower Company agrees to pay with respect to Letters of Credit outstanding hereunder the following fees: (i) to the Administrative Agent for the account of each Revolving Credit Lender a participation fee with respect to its participations in Letters of Credit, which shall accrue at a rate per annum equal to the Applicable Letter of Rate used in determining interest on Eurodollar Revolving Credit Fee Rate for such Revolving Lender Loans on the average daily amount of such Revolving Lender’s LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the Sixth Third Restatement Effective Date to but excluding the later of the date on which such Revolving Lender’s Revolving Credit Commitment terminates and the date on which such Lender ceases to have there shall no longer be any LC ExposureLetters of Credit outstanding hereunder, and and (ii) to the Issuing Lender of each Letter of Credit (x) a fronting fee, which shall accrue at the rate or rates of 1/8 of 1.0% per annum separately agreed upon between the Borrower and the Issuing Lender on the average daily stated amount of the LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) Letters of Credit issued by such Issuing Lender during the period from and including the Sixth Third Restatement Effective Date to but excluding the later of the date of termination of all of the Revolving Credit Commitments and the date on which there ceases to shall no longer be any LC ExposureLetters of Credit of such Issuing Lender outstanding hereunder, as well as the and (y) such Issuing Lender’s standard fees with respect to the issuance, amendment, renewal or extension of any Letter of Credit or processing of drawings thereunder. Participation Accrued participation fees and fronting fees accrued through and including shall be payable in arrears on the third day following each Quarterly Date shall be payable and on the third Business Day following such Quarterly Datedate the Revolving Credit Commitments terminate in full and no Letters of Credit are outstanding hereunder, commencing on the first such date to occur after the Sixth Third Restatement Effective Date; , provided that all such fees shall be payable on the date on which the Revolving Commitments of the Revolving Lenders, terminate and any such fees accruing after the date on which such the Revolving Credit Commitments terminate in full shall be payable on demand. Any other fees payable to the Issuing Lender 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). Accrued participation and fronting fees that are unpaid as of the Third Restatement Effective Date shall be payable on the Third Restatement Effective Date.

Letter of Credit Fees. The Borrower agrees to pay (i) to the Administrative Agent for the account of each Revolving Multicurrency Lender a participation fee with respect to its participations in Letters of Credit, which shall accrue at a rate per annum equal to the Applicable Letter of Credit Fee Rate for such Revolving Lender Margin applicable to interest on Eurocurrency Loans on the average daily amount of such Revolving Lender’s LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the Sixth Restatement Effective Date to but excluding the later of the date on which such Revolving Lender’s Revolving Multicurrency Commitment terminates and the date on which such Lender ceases to have any LC Exposure, and (ii) to the Issuing Lender Bank a fronting fee, which shall accrue at the rate or rates of 0.25% per annum separately agreed upon between the Borrower and the Issuing Lender 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 Sixth Restatement Effective Date to but excluding the later of the date of termination of all of the Revolving Commitments and the date on which there ceases to be any LC Exposure, as well as the Issuing LenderBank’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 each Quarterly Date shall be payable on the third Business Day following such Quarterly Date, commencing on the first such date to occur after the Sixth Restatement Effective Date; provided that that, all such fees with respect to the Letters of Credit shall be payable on the date on which the Revolving Multicurrency Commitments of terminate (the Revolving Lenders“termination date”), terminate and the Borrower shall pay any such fees accruing that have accrued and that are unpaid on the termination date and, in the event any Letters of Credit shall be outstanding that have expiration dates after the termination date, the Borrower shall prepay on the termination date the full amount of the participation and fronting fees that will accrue on such Letters of Credit subsequent to the termination date through but not including the date such outstanding Letters of Credit are scheduled to expire (and in that connection, the Multicurrency Lenders agree not later than the date two Business Days after the date on upon which the last such Revolving Commitments terminate Letter of Credit shall expire or be payable on demandterminated to rebate to the Borrower the excess, if any, of the aggregate participation and fronting fees that have been prepaid by the Borrower over the amount of such fees that ultimately accrue through the date of such expiration or termination). Any other fees payable to the Issuing Lender 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).

Letter of Credit Fees. The Borrower agrees to pay (i) to the Administrative Agent for the account of each Multicurrency Revolving Lender a participation fee with respect to its participations participation in Letters of Credit, which shall accrue at a rate per annum equal to the Applicable Letter of Credit Fee Rate for such Revolving Lender Margin applicable to interest on Eurocurrency Loans on the average daily amount of such Revolving Lender’s LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the Sixth Restatement Effective Date to but excluding the later of the date on which such Revolving Lender’s Multicurrency Revolving Commitment terminates and the date on which such Lender ceases to have any LC Exposure, and (ii) to the each Issuing Lender Bank a fronting fee, which shall accrue at the rate or rates of 0.25% per annum separately agreed upon between the Borrower and the Issuing Lender on the average daily amount of the LC Exposure in respect of Letters of Credit issued by such Issuing Bank (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the Sixth Restatement Effective Date to but excluding the later of the date of termination of all of the Multicurrency Revolving Commitments and the date on which there ceases to be any LC Exposure, as well as the such Issuing LenderBank’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 each Quarterly Date shall be payable on the third Business Day following such Quarterly Date, commencing on the first such date to occur after the Sixth Restatement Effective Date; provided that that, all such fees with respect to the Letters of Credit shall be payable on the date on which the Multicurrency Revolving Commitments of terminate (the Revolving Lenders“termination date”), terminate and the Borrower shall pay any such fees accruing that have accrued and that are unpaid on the termination date and, in the event any Letters of Credit shall be outstanding that have expiration dates after the termination date, the Borrower shall prepay on the termination date the full amount of the participation and fronting fees that will accrue on such Letters of Credit subsequent to the termination date through but not including the date such outstanding Letters of Credit are scheduled to expire (and in that connection, the Multicurrency Revolving Lenders agree not later than the date two Business Days after the date on upon which the last such Revolving Commitments terminate Letter of Credit shall expire or be payable on demandterminated to rebate to the Borrower the excess, if any, of the aggregate participation and fronting fees that have been prepaid by the Borrower over the amount of such fees that ultimately accrue through the date of such expiration or termination). Any other fees payable to the any Issuing Lender 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).

Letter of Credit Fees. The Each Borrower agrees agrees, severally and not jointly with the other Borrower, to pay (i) to the Administrative Agent for the account of each Revolving Lender a participation fee with respect to its participations in Letters of CreditCredit issued for the account of such Borrower (the “LC Participation Fee”), which shall accrue at a rate per annum equal to the Applicable Letter of Credit Fee Rate for such Revolving Lender on the average daily amount of that portion of such Revolving Lender’s LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) attributable to Letters of Credit issued for the account of such Borrower during the period from and including the Closing 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 such LC Exposure, and (ii) to each Issuing Bank a fronting fee, which shall accrue at the rate or rates per annum separately agreed upon between such Borrower and such Issuing Bank on the average daily amount of the LC Exposure attributable to Letters of Credit issued by such Issuing Bank for the account of such Borrower (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the Sixth Restatement 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 Lender ceases to have any LC Exposure, and (ii) to the Issuing Lender a fronting fee, which shall accrue at the rate or rates per annum separately agreed upon between the Borrower and the Issuing Lender 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 Sixth Restatement Effective Closing Date to but excluding the later of the date of termination of all of the Revolving Commitments such Issuing Bank’s LC Commitment and the date on which there ceases to be any such LC ExposureExposure attributable to Letters of Credit issued by such Issuing Bank for such Borrower, as well as the each Issuing LenderBank’s standard fees with respect to the issuance, amendment, renewal or extension of any Letter of Credit issued by such Issuing Bank for the account of such Borrower or processing of drawings thereunder. LC Participation fees Fees and fronting fees accrued through and including the last day of March, June, September and December of each Quarterly Date year shall be payable on the third Business Day following such Quarterly Datelast day, commencing on the first such date to occur after the Sixth Restatement Effective Closing Date; provided that all such fees accrued for the account of such Borrower shall be payable on the date on which the Revolving Commitments of the Revolving Lenders, terminate Availability Termination Date for such Borrower and any such fees accruing after the date on which Availability Termination Date for such Revolving Commitments terminate Borrower shall be payable on demand. Any other fees payable to the an Issuing Lender 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 promptly upon receipt 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)an invoice therefor in reasonable detail.

Letter of Credit Fees. The Borrower agrees to pay (i) to the Administrative Agent for the account of each Revolving Lender a participation fee with respect to its participations in Letters of Credit, which shall accrue at a rate per annum equal to the Applicable Letter Rate applicable to interest on Syndicated Eurocurrency Loans (or, the case of Credit Fee Rate for Documentary Letters of Credit, 50% of such Revolving Lender Applicable Rate) on the average daily amount of such Revolving Lender’s LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the Sixth Restatement 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 Lender ceases to have any LC Exposure, and (ii) to the each Issuing Lender a fronting fee, which shall accrue at the rate or rates per annum separately agreed upon between the Borrower and the such Issuing Lender on the average daily amount of the LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) in respect of Letters of Credit issued by such Issuing Lender during the period from and including the Sixth Restatement Effective Date to but excluding the later of the date of termination of all of the Revolving Commitments and the date on which there ceases to be any such LC Exposure, as well as the such Issuing Lender’s standard fees with respect to the administration, issuance, amendment, renewal or extension of any Letter of Credit or processing of drawings thereunder. Participation fees and fronting fees accrued through and including each Quarterly Date shall be payable on the third Business Day following such Quarterly Date, commencing on the first such date to occur after the Sixth Restatement Effective Date; provided that all such fees shall be payable on the date on which the Revolving Commitments of the Revolving Lenders, 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 the any Issuing Lender 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).

Letter of Credit Fees. The Borrower Company agrees to pay with respect to Letters of Credit outstanding hereunder the following fees: (i) to the Administrative Agent for the account of each Revolving Credit Lender a participation fee with respect to its participations in Letters of Credit, which shall accrue at a rate per annum equal to the Applicable Letter of Rate used in determining interest on Eurodollar Revolving Credit Fee Rate for such Revolving Lender Loans on the average daily amount of such Revolving Lender’s LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the Sixth Restatement Effective Date to but excluding the later of the date on which such Revolving Lender’s Revolving Credit Commitment terminates and the date on which such Lender ceases to have there shall no longer be any LC ExposureLetters of Credit outstanding hereunder, and and (ii) to the Issuing Lender of each Letter of Credit (x) a fronting fee, which shall accrue at the rate or rates of 1/8 of 1.0% per annum separately agreed upon between the Borrower and the Issuing Lender on the average daily stated amount of the LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) Letters of Credit issued by such Issuing Lender during the period from and including the Sixth Restatement Effective Date to but excluding the later of the date of termination of all of the Revolving Credit Commitments and the date on which there ceases to shall no longer be any LC ExposureLetters of Credit of such Issuing Lender outstanding hereunder, as well as the and (y) such Issuing Lender’s standard fees with respect to the issuance, amendment, renewal or extension of any Letter of Credit or processing of drawings thereunder. Participation Accrued participation fees and fronting fees accrued through and including shall be payable in arrears on the third day following each Quarterly Date shall be payable and on the third Business Day following such Quarterly Datedate the Revolving Credit Commitments terminate in full and no Letters of Credit are outstanding hereunder, commencing on the first such date to occur after the Sixth Restatement Effective Date; , provided that all such fees shall be payable on the date on which the Revolving Commitments of the Revolving Lenders, terminate and any such fees accruing after the date on which such the Revolving Credit Commitments terminate in full shall be payable on demand. Any other fees payable to the Issuing Lender 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). Accrued participation and fronting fees that are unpaid as of the Restatement Effective Date shall be payable on the Restatement Effective Date.

Letter of Credit Fees. The Borrower agrees to pay (i) to the Administrative Agent for the account of each Revolving Lender a participation fee with respect to its participations in Letters of Credit, which shall accrue at a rate per annum equal to the Applicable Letter of Credit Fee Rate for such Revolving Lender on the average daily amount of such Revolving Lender’s LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the Sixth Fourth Restatement 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 Lender ceases to have any LC Exposure, and (ii) to the Issuing Lender a fronting fee, which shall accrue at the rate or rates per annum separately agreed upon between the Borrower and the Issuing Lender 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 Sixth Fourth Restatement Effective Date to but excluding the later of the date of termination of all of the Revolving Commitments and the date on which there ceases to be any LC Exposure, as well as the Issuing Lender’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 each Quarterly Date shall be payable on the third Business Day following such Quarterly Date, commencing on the first such date to occur after the Sixth Fourth Restatement Effective Date; provided that all such fees shall be payable on the date on which the Revolving Commitments of the Non-Extending Revolving Lenders or the Extending Revolving Lenders, as applicable, 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 the Issuing Lender 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).

Letter of Credit Fees. The Borrower agrees to pay (i) to the Administrative Agent for the account of each Revolving Lender a participation fee with respect to its participations in Letters of Credit, which shall accrue at a rate per annum equal to the Applicable Margin applicable to interest on Term Benchmark Loans (or, if such Letter of Credit Fee Rate for such Revolving Lender is denominated in GBP or CHF, RFR Loans) on the average daily amount of such Revolving Lender’s LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the Sixth Restatement Effective Date to but excluding the later of the date on which such Revolving Lender’s Revolving Commitment of the applicable Class terminates and the date on which such Lender ceases to have any LC ExposureExposure of such Class, and (ii) to the each Issuing Lender Bank a fronting fee, which shall accrue at the rate or rates of 0.25% per annum separately agreed upon between the Borrower and the Issuing Lender on the average daily amount of the LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) applicable to Letters of Credit issued by such Issuing Bank during the period from and including the Sixth Restatement Effective Date to but excluding the later of the date of termination of all of the Revolving Commitments and the date on which there ceases to be any LC Exposure, as well as the each Issuing LenderBank’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 each Quarterly Date shall be payable in arrears on the third sixth (6th) Business Day following such Quarterly Date, commencing on the first such date to occur after the Sixth Restatement Effective DateJune 30, 2022; provided that that, all such fees with respect to the Letters of Credit shall be payable on the date on which the Revolving Commitments of the Revolving Lendersapplicable Class terminate (the “termination date”), terminate and the Borrower shall pay any such fees accruing that have accrued and that are unpaid on the termination date and, in the event any Letters of Credit shall be outstanding that have expiration dates after the termination date, the Borrower shall prepay on the termination date the full amount of the participation and fronting fees that will accrue on such Letters of Credit subsequent to the termination date through but not including the date such outstanding Letters of Credit are scheduled to expire (and in that connection, the Lenders agree not later than the date two (2) Business Days after the date on upon which the last such Revolving Commitments terminate Letter of Credit shall expire or be payable on demandterminated to rebate to the Borrower the excess, if any, of the aggregate participation and fronting fees that have been prepaid by the Borrower over the amount of such fees that ultimately accrue through the date of such expiration or termination). Any other fees payable to the Issuing Lender Banks pursuant to this paragraph shall be payable within 10 days ten (10) Business 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).

Letter of Credit Fees. The Borrower agrees to pay (i) to the Administrative Agent for the account of each Revolving Multicurrency Lender a participation fee with respect to its participations in Letters of Credit, which shall accrue at a rate per annum equal to the Applicable Letter of Credit Fee Rate for such Revolving Lender Margin applicable to interest on Eurocurrency Loans on the average daily amount of such Revolving Lender’s LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the Sixth Restatement Amendment No. 1 Effective Date to but excluding the later of the date on which such Revolving Lender’s Revolving Multicurrency Commitment terminates and the date on which such Lender ceases to have any LC Exposure, and (ii) to the Issuing Lender Bank a fronting fee, which shall accrue at the rate or rates of one-half of one percent (0.50%) per annum separately agreed upon between the Borrower and the Issuing Lender on the average daily amount of the LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including after the Sixth Restatement Amendment No. 1 Effective Date to but excluding the later of the date of termination of all of the Revolving Commitments and the date on which there ceases to be any LC Exposure, as well as the Issuing LenderBank’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 each Quarterly Date shall be payable on the third Business Day following such Quarterly Date, commencing on the first such date to occur after the Sixth Restatement Amendment No. 1 Effective Date; provided that all such fees with respect to the Letters of Credit shall be payable on the earlier of the Revolver Termination Date and the date on which all Multicurrency Commitments are otherwise terminated in accordance with the Revolving Commitments of terms hereof (such earlier date, the Revolving Lenders, terminate “termination date”) and the Borrower shall pay any such fees accruing that have accrued and that are unpaid on the termination date and, in the event any Letters of Credit shall be outstanding that have expiration dates after the termination date, the Borrower shall prepay on the termination date the full amount of the participation and fronting fees that will accrue on such Letters of Credit subsequent to the termination date through but not including the date such outstanding Letters of Credit are scheduled to expire (and in that connection, the Multicurrency Lenders agree not later than the date two Business Days after the date on which the last such Revolving Commitments terminate Letter of Credit shall expire or be payable on demandterminated to rebate the Borrower the excess, if any, of the aggregate participation and fronting fees that ultimately accrue through the date of such expiration or termination). Any other fees payable to the Issuing Lender Bank pursuant to this paragraph shall be payable within 10 days Business 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).

Letter of Credit Fees. The Borrower agrees to pay with respect to Letters of Credit outstanding hereunder the following fees: (i) to the Administrative Agent for the account of each Revolving Credit Lender a participation fee with respect to its participations in Letters of Credit, which shall accrue at a rate per annum equal to the Applicable Letter of Rate used in determining interest on Revolving Credit Fee Rate for such Revolving Lender Eurodollar Loans, on the average daily amount of such Revolving Lender’s LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the Sixth Restatement Effective Date to but excluding the later of the date on which such Revolving Lender’s Revolving Credit Commitment terminates and the date on which such Lender ceases to have there shall no longer be any LC Exposure, and Letters of Credit outstanding hereunder; and (ii) to the each Issuing Lender Bank (x) a fronting fee, which shall accrue at the rate or rates of 1/4 of 1% per annum separately agreed upon between the Borrower and the Issuing Lender on the average daily amount of the LC Exposure of such Issuing Bank (determined for these purposes without giving effect to the participations therein of the Revolving Credit Lenders pursuant to paragraph (d) of Section 2.04, and excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the Sixth Restatement Effective Date to but excluding the later of the date of termination of all of the Revolving Credit Commitments and the date on which there ceases to shall no longer be any LC ExposureLetters of Credit of such Issuing Bank outstanding hereunder, as well as the and (y) such Issuing LenderBank’s standard fees with respect to the issuance, amendment, renewal or extension of any Letter of Credit or processing of drawings thereunder. Participation Accrued participation fees and fronting fees accrued through and including shall be payable in arrears on each Quarterly Date shall be payable and on the third Business Day following such Quarterly Datedate the Revolving Credit Commitments terminate, commencing on the first such date to occur after the Sixth Restatement Effective Date; date hereof, provided that all such fees shall be payable on the date on which the Revolving Commitments of the Revolving Lenders, terminate and any such fees accruing after the date on which such the Revolving Credit Commitments terminate shall be payable on demand. Any other fees payable to the Issuing Lender 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).

Letter of Credit Fees. The Borrower agrees to pay (i) to the Administrative Agent for the account of each Revolving Lender a participation fee with respect to its participations in Letters of Credit, which shall accrue at a rate per annum equal to the Applicable Letter of Credit Fee Rate for such Revolving Lender applicable to interest on Eurocurrency Loans on the average daily amount of such Revolving Lender’s LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the Sixth Third Restatement 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 Lender ceases to have any LC Exposure, and (ii) to the Issuing Lender Lenders a fronting fee, which shall accrue at the rate or rates of 0.125% per annum separately agreed upon between the Borrower and the Issuing Lender on the average daily amount of the Aggregate LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the Sixth Third Restatement Effective Date to but excluding the later of the date of termination of all of the Revolving Commitments and the date on which there ceases to be any LC ExposureObligations (provided that such fronting fee shall in no event be less than $250 per annum for each Letter of Credit), as well as the each Issuing Lender’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 each Quarterly Date shall be payable on the third Business Day following such Quarterly Date, commencing on the first such date to occur after the Sixth Third Restatement Effective Date, and, with respect to accrued and unpaid fronting fees and participation fees up to but excluding the Fourth Restatement Effective Date, the Fourth Restatement Effective Date; provided that all such fees shall be payable in respect of any Commitments on the date on which the Revolving such Commitments of the Revolving Lenders, terminate and any such fees accruing in respect of such Commitments after the date on which such Revolving Commitments terminate shall be payable on demand. Any other fees payable to the any Issuing Lender 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).

Letter of Credit Fees. The Borrower agrees to pay (i) to the Administrative Agent for the account of each Revolving Lender a participation fee with respect to its participations in Letters of CreditCredit issued for the account of the Borrower, which shall accrue at a rate per annum equal to the Applicable Letter of Credit Fee Rate for such Revolving Lender used to determine the interest rate applicable to Eurocurrency Rate Loans on the average daily amount of such Revolving Lender’s LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) under the Facility, during the period from and including the Sixth Restatement 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. In addition, and (ii) the Borrower agrees to the pay to each Issuing Lender 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 the a rate or rates equal to 0.125% per annum separately or such other percentage per annum to be agreed upon between the Borrower and such Issuing Bank of the Issuing Lender on the average daily outstanding amount of the LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the Sixth Restatement Effective Date to but excluding the later such Letter of the date of termination of all of the Revolving Commitments and the date on which there ceases to be any LC ExposureCredit, as well as the such Issuing LenderBank’s standard fees with respect to the issuance, amendment, renewal or extension of any Letter of Credit or processing of drawings thereunder. Participation Accrued participation fees and fronting fees accrued through and including each Quarterly Date shall be payable on the third Business Day following such Quarterly Date, commencing on the first such date to occur after the Sixth Restatement Effective Datein accordance with clause (c) below; provided that all such fees shall be payable on the date on which the Revolving Commitments of the Revolving Lenders, 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 the Issuing Lender 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)elapsed.

Letter of Credit Fees. The Borrower agrees to pay (i) to the Administrative Agent for the account of each Revolving Multicurrency Lender a participation fee with respect to its participations in Multicurrency Letters of Credit, which shall accrue at a rate per annum equal to the Applicable Letter of Credit Fee Rate for such Revolving Lender Margin applicable to interest on Eurocurrency Loans, in each case, on the average daily amount of such Revolving Lender’s LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) ), during the period from and including the Sixth Restatement Effective Date to but excluding the later of the date on which such Revolving Multicurrency Lender’s Revolving Commitment terminates and the date on which such Lender ceases to have any Multicurrency LC Exposure, and (ii) to the Issuing Lender Bank a fronting fee, which shall accrue at the rate or rates of 0.25% per annum separately agreed upon between the Borrower and the Issuing Lender 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 Sixth Restatement Effective Date to but excluding the later of the date of termination of all of the Revolving Commitments and the date on which there ceases to be any LC Exposure, as well as the Issuing LenderBank’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 each Quarterly Date shall be payable on the third Business Day following such Quarterly Date, commencing on the first such date to occur after the Sixth Restatement Effective Date; provided that all such fees with respect to the Multicurrency Letters of Credit shall be payable on the date on which the Revolving Multicurrency Commitments of the Revolving Lenders, terminate and any such fees accruing after the date on which such Revolving Multicurrency Commitments terminate shall be payable on demand. Any other fees payable to the Issuing Lender 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).

Letter of Credit Fees. The Borrower Company agrees to pay (i) to the Administrative Agent for the account of each Revolving Credit Lender a participation fee with respect to its participations in Letters of Credit, which shall accrue at a the same Applicable Rate used to determine the interest rate per annum equal to the Applicable Letter of on Eurodollar Revolving Credit Fee Rate for such Revolving Lender Loans on the average daily amount of such Revolving Credit Lender’s LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the Sixth Restatement Effective Date to but excluding the later of the date on which such the Revolving Lender’s Revolving Commitment terminates Credit Commitments terminate and the date on which such Lender there ceases to have be any LC Exposure, and (ii) to the applicable Issuing Lender a fronting fee, which shall accrue at the rate or rates of 0.125% per annum separately agreed upon between the Borrower and the Issuing Lender on the average daily amount of the total LC Exposure Exposures in respect of Letters of Credit issued by such Issuing Lender (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the Sixth Restatement Effective Date to but excluding the later of the date of termination of all of the Revolving Credit Commitments terminate and the date on which there ceases to be any LC ExposureExposure in respect of Letters of Credit issued by such Issuing Lender, as well as the such Issuing Lender’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 Quarterly Date of March, June, September and December shall be payable on the third Business Day following such Quarterly Datelast day, commencing on the first such date to occur after the Sixth Restatement Effective Date; provided that all such fees shall be payable on the date on which the Revolving Credit Commitments of the Revolving Lenders, terminate and any such fees accruing after the date on which such the Revolving Credit Commitments terminate shall be payable on demand. Any other fees payable to the Issuing Lender Lenders 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).

Letter of Credit Fees. The Borrower Company agrees to pay with respect to Letters of Credit outstanding hereunder the following fees: (i) to the Administrative Agent for the account of each Revolving Credit Lender a participation fee with respect to its participations in Letters of Credit, which shall accrue at a rate per annum equal to the Applicable Letter of Rate used in determining interest on Eurodollar Revolving Credit Fee Rate for such Revolving Lender Loans on the average daily amount of such Revolving Lender’s LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the Sixth Second Restatement Effective Date to but excluding the later of the date on which such Revolving Lender’s Revolving Credit Commitment terminates and the date on which such Lender ceases to have there shall no longer be any LC ExposureLetters of Credit outstanding hereunder, and and (ii) to the Issuing Lender of each Letter of Credit (x) a fronting fee, which shall accrue at the rate or rates of 1/8 of 1.0% per annum separately agreed upon between the Borrower and the Issuing Lender on the average daily stated amount of the LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) Letters of Credit issued by such Issuing Lender during the period from and including the Sixth Second Restatement Effective Date to but excluding the later of the date of termination of all of the Revolving Credit Commitments and the date on which there ceases to shall no longer be any LC ExposureLetters of Credit of such Issuing Lender outstanding hereunder, as well as the and (y) such Issuing Lender’s standard fees with respect to the issuance, amendment, renewal or extension of any Letter of Credit or processing of drawings thereunder. Participation Accrued participation fees and fronting fees accrued through and including shall be payable in arrears on the third day following each Quarterly Date shall be payable and on the third Business Day following such Quarterly Datedate the Revolving Credit Commitments terminate in full and no Letters of Credit are outstanding hereunder, commencing on the first such date to occur after the Sixth Second Restatement Effective Date; , provided that all such fees shall be payable on the date on which the Revolving Commitments of the Revolving Lenders, terminate and any such fees accruing after the date on which such the Revolving Credit Commitments terminate in full shall be payable on demand. Any other fees payable to the Issuing Lender 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). Accrued participation and fronting fees that are unpaid as of the Second Restatement Effective Date shall be payable on the Second Restatement Effective Date.

Letter of Credit Fees. The Borrower agrees Borrowers agree to pay (i) to the Administrative Agent for the account of each Revolving Lender a participation fee with respect to its participations in Letters of Credit, which shall accrue at a rate per annum equal to the Applicable Letter of Credit Fee Rate for such Revolving Lender on the average daily amount of such Revolving Lender’s LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the Sixth Restatement 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 Lender ceases to have any LC Exposure, and (ii) to the respective Issuing Lender Bank a fronting fee, which shall accrue at the rate or rates per annum separately agreed upon between the Borrower and the Issuing Lender of 0.125% 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 Sixth Restatement Effective Initial Funding Date to but excluding the later of the date of termination of all of the Revolving Credit Commitments and the date on which there ceases to be any LC Exposure, as well as the such Issuing LenderBank’s standard fees with respect to the issuance, amendment, renewal or extension of any Letter of Credit or processing of drawings thereunder, and (ii) to the Administrative Agent for account of each Revolving Credit Lender a participation fee with respect to its participations in Letters of Credit, which shall accrue on the average daily amount of such Lender’s LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the Initial Funding Date to but excluding the later of the date on which such Lender’s Revolving Credit Commitment terminates and the date on which such Lender ceases to have any LC Exposure at a rate per annum equal to (i) the Applicable Rate applicable to interest on Revolving Credit Eurocurrency Loans minus (ii) the fronting fee referred to in clause (i) above. Participation fees and fronting fees accrued through and including each Quarterly Date shall be payable on the third Business Day following such Quarterly Date, commencing on with the first such date Quarterly Date to occur after the Sixth Restatement Effective Initial Funding Date; provided that all such fees shall be payable on the date on which the Revolving Credit Commitments of the Revolving Lenders, terminate and any such fees accruing after the date on which such the Revolving Credit Commitments terminate shall be payable on demand. Any other fees payable to the any Issuing Lender Bank pursuant to this paragraph shall be payable within 10 days Business Days after demandreceipt of a reasonably detailed written invoice therefor. 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).

Letter of Credit Fees. The (i) Each applicable Borrower agrees to pay (i) to the Administrative Agent for the account of each Revolving Lender a participation fee with respect to its participations in Letters of Credit, which shall accrue at a the same Applicable Rate used to determine the interest rate per annum equal applicable to the Applicable Letter of Credit Fee Eurocurrency Rate for such Revolving Lender Loans on the average daily amount of such Revolving Lender’s LC Exposure in respect of Letters of Credit (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the Sixth Restatement Effective Closing Date to but excluding the later of the date on which such Revolving Lender’s Revolving Credit Commitment terminates and the date on which such Lender ceases to have any LC ExposureExposure with respect to any Letters of Credit. Each Borrower, and (ii) severally but not jointly, agrees to the pay to each Issuing Lender Bank a fronting fee, which shall accrue at the rate or rates of 0.125% per annum separately agreed upon between the Borrower and the Issuing Lender on the average daily amount of the LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) attributable to the Letters of Credit issued by such Issuing Bank on account of such Borrower during the period from and including the Sixth Restatement Effective Closing Date to but excluding the later of the date of termination of all of the Revolving Credit Commitments and the date on which there ceases to be any LC ExposureExposure attributable to the Letters of Credit issued by such Issuing Bank, as well as the such Issuing LenderBank’s standard fees with respect to the issuance, amendment, renewal or extension of any Letter of Credit or processing of drawings thereunder. Participation Accrued participation fees and fronting fees accrued through and including each Quarterly Date under this paragraph (b) shall be payable on the third Business Day following such Quarterly Date, commencing in Dollars on the first such date to occur after the Sixth Restatement Effective Date; provided that all such fees shall be payable day of each January, April, July and October of each year and on the date on which the Revolving Credit Commitments of the Revolving Lendersterminate, terminate and commencing on September 30, 2019; provided, that any such fees accruing after the date on which such the Revolving Credit Commitments terminate shall be payable on demand. Any other fees payable to the any Issuing Lender Bank pursuant to this paragraph shall be payable within 10 thirty (30) days after demandwritten demand therefor. 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).

Letter of Credit Fees. The Borrower agrees to pay (i) to the Administrative Agent for the account of each Revolving Credit Lender a participation fee with respect to its participations in Letters of Credit, which shall accrue at a rate per annum equal to the Applicable Letter of Rate applicable to interest on Syndicated Eurocurrency Revolving Credit Fee Rate for such Revolving Lender Loans on the average daily amount of such Revolving Credit Lender’s LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the Sixth Restatement Effective Date to but excluding the later of the date on which such Revolving Credit Lender’s Revolving Credit Commitment terminates and the date on which such Revolving Credit Lender ceases to have any LC Exposure, and (ii) to the respective Issuing Lender for its own account a fronting fee, which shall accrue at the rate or rates per annum separately agreed upon between the Borrower and the such Issuing Lender on the average daily amount of the LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) in respect of Letters of Credit issued by such Issuing Lender during the period from and including the Sixth Restatement Effective Date to but excluding the later of the date of termination of all of the Revolving Credit Commitments and the date on which there ceases to be any LC Exposure, as well as the such Issuing Lender’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 each Quarterly Date shall be payable quarterly in arrears on the third Business Day following such applicable Quarterly Date, commencing on the first such date to occur after the Sixth Restatement Effective Date; provided that all such fees shall be payable on the date on which the Revolving Credit Commitments of the Revolving Lenders, terminate and any such fees accruing after the date on which such the Revolving Credit Commitments terminate shall be payable on demand. Any other fees payable to the any Issuing Lender 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). Participation fees and fronting fees in respect of Letters of Credit denominated in Dollars shall be paid in Dollars, and participation fees and fronting fees in respect of Letters of Credit denominated in a Foreign Currency shall be paid in such Foreign Currency.

Letter of Credit Fees. The Borrower Company agrees to pay (i) to the Administrative Agent for the account of each Revolving Credit Lender a participation fee with respect to its participations in Letters of Credit, which shall accrue at a the same Applicable Rate used to determine the interest rate per annum equal to the Applicable Letter of on Eurodollar Revolving Credit Fee Rate for such Revolving Lender Loans on the average daily amount of such Revolving Credit Lender’s 's LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the Sixth Restatement Effective Date to but excluding the later of the date on which such the Revolving Lender’s Revolving Commitment terminates Credit Commitments terminate and the date on which such Lender there ceases to have be any LC Exposure, and (ii) to the applicable Issuing Lender a fronting fee, which shall accrue at the rate or rates of 0.125% per annum separately agreed upon between the Borrower and the Issuing Lender on the average daily amount of the total LC Exposure Exposures in respect of Letters of Credit issued by such Issuing Lender (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the Sixth Restatement Effective Date to but excluding the later of the date of termination of all of the Revolving Credit Commitments terminate and the date on which there ceases to be any LC ExposureExposure in respect of Letters of Credit issued by such Issuing Lender, as well as the such Issuing Lender’s '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 Quarterly Date of March, June, September and December shall be payable on the third Business Day following such Quarterly Datelast day, commencing on the first such date to occur after the Sixth Restatement Effective Date; provided that all such fees shall be payable on the date on which the Revolving Credit Commitments of the Revolving Lenders, terminate and any such fees accruing after the date on which such the Revolving Credit Commitments terminate shall be payable on demand. Any other fees payable to the Issuing Lender Lenders 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).

Letter of Credit Fees. The Each Borrower agrees agrees, severally and not jointly with the other Borrower, to pay (i) to the Administrative Agent for the account of each Revolving Lender a participation fee with respect to its participations in Letters of CreditCredit issued for the account of such Borrower (the “LC Participation Fee”), which shall accrue at a rate per annum equal to the Applicable Letter of Credit Fee Rate for such Revolving Lender on the average daily amount of that portion of such Revolving Lender’s LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) attributable to Letters of Credit issued for the account of such Borrower during the period from and including the Restatement 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 such LC Exposure, and (ii) to each Issuing Bank a fronting fee, which shall accrue at the rate or rates per annum separately agreed upon between such Borrower and such Issuing Bank on the average daily amount of the LC Exposure attributable to Letters of Credit issued by such Issuing Bank for the account of such Borrower (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the Sixth Restatement 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 Lender ceases to have any LC Exposure, and (ii) to the Issuing Lender a fronting fee, which shall accrue at the rate or rates per annum separately agreed upon between the Borrower and the Issuing Lender 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 Sixth Restatement Effective Date to but excluding the later of the date of termination of all of the Revolving Commitments such Issuing Bank’s LC Commitment and the date on which there ceases to be any such LC ExposureExposure attributable to Letters of Credit issued by such Issuing Bank for such Borrower, as well as the each Issuing LenderBank’s standard fees with respect to the issuance, amendment, renewal or extension of any Letter of Credit issued by such Issuing Bank for the account of such Borrower or processing of drawings thereunder. LC Participation fees Fees and fronting fees accrued through and including the last day of March, June, September and December of each Quarterly Date year shall be payable on the third Business Day following such Quarterly Datelast day, commencing on the first such date to occur after the Sixth Restatement Effective Date; provided that all such fees accrued for the account of such Borrower shall be payable on the date on which the Revolving Commitments of the Revolving Lenders, terminate Availability Termination Date for such Borrower and any such fees accruing after the date on which Availability Termination Date for such Revolving Commitments terminate Borrower shall be payable on demand. Any other fees payable to the an Issuing Lender 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 promptly upon receipt 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)an invoice therefor in reasonable detail.

Letter of Credit Fees. The Borrower agrees to pay (i) to the Administrative Agent in Dollars for the account of each Revolving RC Facility Lender of any Class a participation fee with respect to its participations in Letters of Credit, which shall accrue at a rate per annum equal to the Applicable Letter of Credit Fee Rate for such Revolving Lender used to determine the interest rate applicable to Eurocurrency RC Facility Loans on the average daily amount available balance of such Revolving Lender’s LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the Sixth Restatement Effective Closing Date to but and excluding the later of the date on which such Revolving RC Facility Lender’s Revolving RC Facility Commitment terminates and the date on which such RC Facility Lender ceases to have any LC Exposure, RC Facility Exposure and (ii) to the each Issuing Lender Bank in Dollars a fronting fee, which shall accrue at the rate or rates 0.125% per annum separately agreed upon between the Borrower and the Issuing Lender on the average daily aggregate 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 Sixth Restatement Effective Closing Date to but and excluding the later of the date of termination of all of the Revolving RC Facility Commitments and the date on which there ceases to be any LC Exposure, as well as the such Issuing LenderBank’s standard reasonable and customary fees with respect to the issuance, amendment, renewal amendment or extension of any Letter of Credit or processing of drawings thereunder. Participation fees and fronting fees accrued through up to but not including the last Business Day of March, June, September and including December of each Quarterly Date year shall be payable on the third such last Business Day following of each such Quarterly Datemonth, commencing on the first such date to occur after the Sixth Restatement Effective Closing Date; provided that all such fees shall be payable on the date on which the Revolving RC Facility Commitments of the Revolving Lenders, terminate and any such fees accruing after the date on which such Revolving the RC Facility Commitments terminate shall be payable on demand. Any other fees payable to the an Issuing Lender Bank pursuant to this paragraph Section 2.12(b) shall be payable within 10 30 days after demandwritten demand (accompanied by reasonable back-up documentation therefor). 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).

Letter of Credit Fees. The Borrower agrees to pay in Dollars (i) to the Administrative Agent for the account of each Revolving Lender a participation fee with respect to its participations in Letters of Credit, which shall accrue at a rate per annum equal to the same Applicable Letter of Credit Fee Rate for such as interest on Eurodollar Revolving Lender Loans on the average daily amount of such Revolving Lender’s LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the Sixth Restatement 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 Lender ceases to have any LC Exposure, and (ii) to the Issuing Lender Bank a fronting fee, which shall accrue at the rate or rates of 0.125% per annum separately agreed upon between the Borrower and the Issuing Lender 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 Sixth Restatement Effective Date to but excluding the later of the date of termination of all of the Revolving Commitments and the date on which there ceases to be any LC Exposure, as well as the Issuing LenderBank’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 each Quarterly Date shall be payable on the third Business Day following such Quarterly Datethe last day of each March, June, September and December of each year commencing on the first such date to occur after the Sixth Restatement Effective Date; provided that all such fees shall be payable on the date on which the Revolving Commitments of the Revolving Lenders, terminate and any such fees accruing after the date on which the Revolving Commitments terminate shall be payable on demand. Fronting fees accrued through and including the last day of March, June, September and December of each year 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 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 Lender 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).

Letter of Credit Fees. The Borrower agrees Borrowers agree to pay to (i) to the Administrative Agent for the account of each Revolving Lender (subject, in the case of a participation fee with respect Defaulting Lender, to its participations any restrictions on such payment in Letters of Credit, which shall accrue at Section 2.20(a)(iv)) a rate per annum equal to the Applicable standby Letter of Credit Fee Rate for such Revolving Lender fee (the “Standby Letter of Credit Fee”) equal to 2.00% per annum on the average daily undrawn amount of such Revolving Lender’s LC Exposure each outstanding standby Letter of Credit (excluding any portion thereof attributable to unreimbursed LC DisbursementsReimbursement Obligations) during the period from and including the Sixth Restatement 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 Lender ceases to have any LC Exposure, Exposure and (ii) to the Issuing Lender any LC Issuer for its own account a fronting feefee (the “Fronting Fee”), which shall accrue at the rate or rates of 0.125% per annum separately agreed (or such other rate per annum as the LC Issuer and Borrowers may agree upon between the Borrower and the Issuing Lender from time to time) on the average daily amount of the LC Exposure (excluding any portion thereof attributable to unreimbursed Reimbursement Obligations) attributable to Letters of Credit issued by such LC Disbursements) Issuer during the period from and including the Sixth Restatement Effective Date to but excluding the later of the date of termination of all of the Revolving Commitments and the date on which there ceases to be any LC Exposure, as well as the Issuing Lendersuch LC Issuer’s standard customary 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 each Quarterly Date Accrued Standby Letter of Credit Fees shall be payable in arrears on the third last Business Day following such Quarterly Dateof each fiscal quarter, commencing on the first such date to occur after the Sixth Restatement Effective Date; provided that all such fees shall be payable , and on the date on which the Revolving Commitments terminate. Accrued Fronting Fees shall be payable in arrears on the last Business Day of each month, commencing on the first such date to occur after the Effective Date, and on the date on which the Revolving Lenders, terminate and any such fees Commitments terminate. Any Fronting Fees accruing after the date on which such the Revolving Commitments terminate shall be payable on demand. Any other fees payable to the Issuing Lender any LC Issuer pursuant to this paragraph Section 2.4(c) shall be payable within 10 days five Business Days after demanddemand therefor. All participation fees and fronting fees 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).

Letter of Credit Fees. The Each Borrower agrees to pay (i) to the Administrative Agent in Dollars for the account of the Lenders pro rata on the basis of their respective LC Exposure, a fee in respect of each Revolving Lender a participation fee with respect Letter of Credit (the “Letter of Credit Fee”), for the period from the date of issuance of such Letter of Credit to its participations in Letters the termination date of Credit, which shall accrue such Letter of Credit computed at a rate the per annum rate for each day equal to the Applicable Letter of Credit Fee Rate for such Revolving Lender Eurodollar Loans minus 0.125% per annum on the average daily stated amount of such Revolving Lender’s LC Exposure Letter of Credit (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the Sixth Restatement Effective Closing Date to but excluding the later of the date on which such Revolving Lender’s Revolving Commitment terminates and the date on which such Lender ceases to have any LC Exposure, Exposure and (ii) to the Issuing Lender Bank a fronting feefee (the “Fronting Fee”), which shall accrue at the rate or rates of 0.125% per annum separately agreed upon between the Borrower and the Issuing Lender 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 Sixth Restatement Effective Closing Date to but excluding the later of the date of termination of all of the Revolving Commitments and the date on which there ceases to be any LC Exposure, as well as the Issuing LenderBank’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 fees will accrue under this Section 2.09 on any Defaulting Lender’s portion of a Letter of Credit that any Borrower has Cash Collateralized pursuant to Section 2.04(g). Participation fees Letter of Credit Fees and fronting fees accrued through Fronting Fees shall accrue during the Availability Period and including each Quarterly Date shall be due and payable quarterly in arrears on the third last Business Day following such Quarterly Dateof each March, June, September and December, commencing on with the first such date to occur after the Sixth Restatement Effective Closing Date; , provided that all such fees Letter of Credit Fees and Fronting Fees shall be payable on the date on which the Revolving Commitments of the Revolving Lenders, terminate and any such fees accruing after the date on which such Revolving Commitments terminate shall be payable on demandterminate. Any other fees payable to the Issuing Lender Bank pursuant to this paragraph shall be payable within 10 20 business days after demand. All participation fees Letter of Credit Fees and fronting fees 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).

Letter of Credit Fees. The Each Borrower agrees agrees, severally and not jointly with the other Borrower, to pay (i) to the Administrative Agent for the account of each Revolving Lender a participation fee with respect to its participations in Letters of CreditCredit issued for the account of such Borrower (the “LC Participation Fee”), which shall accrue at a rate per annum rate equal to the such Borrower’s Applicable Letter of Credit Fee Rate for such Revolving Lender on the average daily amount of that portion of such Revolving Lender’s LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) attributable to Letters of Credit issued for the account of such Borrower during the period from and including the Restatement 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 such LC Exposure, and (ii) to each Issuing Bank a fronting fee, which shall accrue at the rate or rates per annum separately agreed upon between such Borrower and such Issuing Bank on the average daily amount of the LC Exposure attributable to Letters of Credit issued by such Issuing Bank for the account of such Borrower (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the Sixth Restatement 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 Lender ceases to have any LC Exposure, and (ii) to the Issuing Lender a fronting fee, which shall accrue at the rate or rates per annum separately agreed upon between the Borrower and the Issuing Lender 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 Sixth Restatement Effective Date to but excluding the later of the date of termination of all of the Revolving Commitments such Issuing Bank’s LC Commitment and the date on which there ceases to be any such LC ExposureExposure attributable to Letters of Credit issued by such Issuing Bank for such Borrower, as well as the each Issuing LenderBank’s standard fees with respect to the issuance, amendment, renewal or extension of any Letter of Credit issued by such Issuing Bank for the account of such Borrower or processing of drawings thereunder. LC Participation fees Fees and fronting fees accrued through and including the last day of March, June, September and December of each Quarterly Date year shall be payable on the third Business Day following such Quarterly Datelast day, commencing on the first such date to occur after the Sixth Restatement Effective Date; provided that all such fees accrued for the account of such Borrower shall be payable on the date on which the Revolving Commitments of the Revolving Lenders, terminate Availability Termination Date for such Borrower and any such fees accruing after the date on which Availability Termination Date for such Revolving Commitments terminate Borrower shall be payable on demand. Any other fees payable to the an Issuing Lender 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 promptly upon receipt 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)an invoice therefor in reasonable detail.

Letter of Credit Fees. The Borrower agrees Borrowers agree to pay with respect to Letters of Credit outstanding hereunder the following fees: (i) to the Administrative Agent for the account of each Revolving Credit Lender a participation fee with respect to its participations in Letters of Credit, which shall accrue at a rate per annum equal to the Applicable Letter of Rate (plus, if applicable, the Applicable Additional Margin) used in determining interest on Revolving Credit Fee Rate for such Revolving Lender Eurodollar Loans on the average daily amount of such Revolving Lender’s LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the Sixth Restatement Effective Date to but excluding the later of the date on which such Revolving Lender’s Revolving Credit Commitment terminates and the date on which such Lender ceases to have there shall no longer be any LC ExposureLetters of Credit outstanding hereunder, and and (ii) to the each Issuing Lender Bank (x) a fronting fee, which shall accrue at the rate or rates of 1/10 of 1% per annum separately agreed upon between the Borrower and the Issuing Lender on the average daily amount of the LC Exposure of such Issuing Bank (determined for these purposes without giving effect to the participations therein of the Revolving Credit Lenders pursuant to paragraph (d) of Section 2.04, and excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the Sixth Restatement Effective Date to but excluding the later of the date of termination of all of the Revolving Credit Commitments and the date on which there ceases to shall no longer be any LC ExposureLetters of Credit of such Issuing Bank outstanding hereunder, as well as the and (y) such Issuing LenderBank’s standard fees with respect to the issuance, amendment, renewal or extension of any Letter of Credit or processing of drawings thereunder. Participation Accrued participation fees and fronting fees accrued through and including shall be payable in arrears on each Quarterly Date shall be payable and on the third Business Day following such Quarterly Datedate the Revolving Credit Commitments terminate, commencing on the first such date to occur after the Sixth Restatement Effective Date; date hereof, provided that all such fees shall be payable on the date on which the Revolving Commitments of the Revolving Lenders, terminate and any such fees accruing after the date on which such the Revolving Credit Commitments terminate shall be payable on demand. Any other fees payable to the Issuing Lender 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).

Letter of Credit Fees. The Borrower agrees to pay (i) to the Administrative Agent for the account of each Revolving Lender a participation fee with respect to its participations in Letters of Credit, which shall accrue at a rate per annum equal to the Applicable Margin applicable to interest on Term Benchmark Loans (or, if such Letter of Credit Fee Rate for such Revolving Lender is denominated in GBP, RFR Loans) on the average daily maximum amount of such Revolving Lender’s LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the Sixth Restatement Effective Date to but excluding the later of the date on which such Revolving Lender’s Revolving Commitment of the applicable Class terminates and the date on which such Lender ceases to have any LC ExposureExposure of such Class, and (ii) to the each Issuing Lender Bank a fronting fee, which shall accrue at the rate or rates of 0.25% per annum separately agreed upon between the Borrower and the Issuing Lender on the average daily maximum amount of the LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) applicable to Letters of Credit issued by such Issuing Bank during the period from and including the Sixth Restatement Effective Date to but excluding the later of the date of termination of all of the Revolving Commitments and the date on which there ceases to be any LC Exposure, as well as the each Issuing LenderBank’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 each Quarterly Date shall be payable in arrears on the third sixth (6th) Business Day following such Quarterly Date, commencing on the first such date to occur after the Sixth Restatement Effective DateJune 30, 2023; provided that that, all such fees with respect to the Letters of Credit shall be payable on the date on which the Revolving Commitments of the Revolving Lendersapplicable Class terminate (the “termination date”), terminate and the Borrower shall pay any such fees accruing that have accrued and that are unpaid on the termination date and, in the event any Letters of Credit shall be outstanding that have expiration dates after the termination date, the Borrower shall prepay on the termination date the full amount of the participation and fronting fees that will accrue on such Letters of Credit subsequent to the termination date through but not including the date such outstanding Letters of Credit are scheduled to expire (and in that connection, the Lenders agree not later than the date two (2) Business Days after the date on upon which the last such Revolving Commitments terminate Letter of Credit shall expire or be payable on demandterminated to rebate to the Borrower the excess, if any, of the aggregate participation and fronting fees that have been prepaid by the Borrower over the amount of such fees that ultimately accrue through the date of such expiration or termination). Any other fees payable to the Issuing Lender Banks pursuant to this paragraph shall be payable within 10 days ten (10) Business 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).

Letter of Credit Fees. The Borrower Company agrees to pay (i) to the Administrative Agent for the account of each Revolving Credit Lender a participation fee with respect to its participations in Letters of Credit, which shall accrue at a the same Applicable Rate used to determine the interest rate per annum equal to the Applicable Letter of on Eurodollar Revolving Credit Fee Rate for such Revolving Lender Loans on the average daily amount of such Revolving Credit Lender’s LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the Sixth Second Restatement Effective Date to but excluding the later of the date on which such the Revolving Lender’s Revolving Commitment terminates Credit Commitments terminate and the date on which such Lender there ceases to have be any LC Exposure, and (ii) to the applicable Issuing Lender a fronting fee, which shall accrue at the rate or rates of 0.125% per annum separately agreed upon between the Borrower and the Issuing Lender on the average daily amount of the total LC Exposure Exposures in respect of Letters of Credit issued by such Issuing Lender (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the Sixth Second Restatement Effective Date to but excluding the later of the date of termination of all of the Revolving Credit Commitments terminate and the date on which there ceases to be any LC ExposureExposure in respect of Letters of Credit issued by such Issuing Lender, as well as the such Issuing Lender’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 Quarterly Date of March, June, September and December shall be payable on the third Business Day following such Quarterly Datelast day, commencing on the first such date to occur after the Sixth Second Restatement Effective Date; provided that all such fees shall be payable on the date on which the Revolving Credit Commitments of the Revolving Lenders, terminate and any such fees accruing after the date on which such the Revolving Credit Commitments terminate shall be payable on demand. Any other fees payable to the Issuing Lender Lenders 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).

Letter of Credit Fees. The Each Borrower agrees agrees, severally and not jointly with the other Borrower, to pay (i) to the Administrative Agent for the account of each Revolving Lender a participation fee with respect to its participations in Letters of CreditCredit issued for the account of such Borrower (the “LC Participation Fee”), which shall accrue at a rate per annum equal to the Applicable Letter of Credit Fee Rate for such Revolving Lender on the average daily amount of that portion of such Revolving Lender’s LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) attributable to Letters of Credit issued for the account of such Borrower during the period from and including the Closing 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 such LC Exposure, and (ii) to each Issuing Bank a fronting fee, which shall accrue at the rate or rates per annum separately agreed upon between such Borrower and such Issuing Bank on the average daily amount of the LC Exposure attributable to Letters of Credit issued by such Issuing Bank for the account of such Borrower (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the Sixth Restatement 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 Lender ceases to have any LC Exposure, and (ii) to the Issuing Lender a fronting fee, which shall accrue at the rate or rates per annum separately agreed upon between the Borrower and the Issuing Lender 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 Sixth Restatement Effective Closing Date to but excluding the later of the date of termination of all of the Revolving Commitments such Issuing Bank’s LC Commitment and the date on which there ceases to be any such LC ExposureExposure attributable to Letters of Credit issued by such Issuing Bank for such Borrower, as well as the each Issuing LenderBank’s standard fees with respect to the issuance, amendment, renewal or extension of any Letter of Credit issued by such Issuing Bank for the account of such Borrower or processing of drawings thereunder. LC Participation fees Fees and fronting fees accrued through and including the last day of March, June, September and December of each Quarterly Date year shall be payable on the third Business Day following such Quarterly Datelast day, commencing on the first such date to occur after the Sixth Restatement Effective Closing Date; provided that all such fees accrued for the account of any Borrower shall be payable on the date on which the Revolving Commitments of the Revolving Lenders, terminate Availability Termination Date for such Borrower and any such fees accruing after the date on which Availability Termination Date for such Revolving Commitments terminate Borrower shall be payable on demand. Any other fees payable to the an Issuing Lender 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 promptly upon receipt 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)an invoice therefor in reasonable detail.

Letter of Credit Fees. The Borrower agrees to pay (i) to the Administrative Agent for the account of each Revolving Lender a participation fee with respect to its participations in Letters of Credit, which shall accrue at a rate per annum equal the same Applicable Rate applicable to the Applicable Letter of Credit Fee Fixed Rate for such Revolving Lender Loans, on the average daily amount of such Revolving Lender’s LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) applicable to Letters of Credit issued for the account of the Borrower during the period from and including the Sixth Restatement 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 Lender ceases to have any LC ExposureExposure relating to such Letters of Credit, and (ii) to the Issuing Lender Bank a fronting fee, which shall accrue at the rate or rates of 0.125% per annum separately agreed upon between the Borrower and the Issuing Lender on the average daily amount of the LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) applicable to Letters of Credit issued for the account of the Borrower during the period from and including the Sixth Restatement Effective Date to but excluding the later of the date of termination of all of the Revolving Commitments and the date on which there ceases to be any LC Exposure, as well as the Issuing LenderBank’s standard fees with respect to the issuance, amendment, renewal or extension of any Letter such Letters of Credit or processing of drawings thereunder. Participation fees and fronting fees accrued through and including the last day of February, May, August and November of each Quarterly Date year shall be payable on the third Business Day following such Quarterly Datelast day, commencing on the first such date to occur after the Sixth Restatement Effective Date; provided that all such fees shall be payable on the date on which the Revolving Commitments of the Revolving Lenders, 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 the Issuing Lender 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).

Letter of Credit Fees. The Borrower agrees to pay (i) to the Administrative Agent for the account of each Revolving Credit Lender a participation fee with respect to its participations in Letters of Credit, which shall accrue at a the same Applicable Rate used to determine the interest rate per annum equal to the Applicable Letter of on Eurodollar Revolving Credit Fee Rate for such Revolving Lender Loans on the average daily amount of such Revolving Credit Lender’s LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the Sixth Restatement Effective Closing Date to but excluding the later of the date on which such the Revolving Lender’s Revolving Commitment terminates Credit Commitments terminate and the date on which such Lender there ceases to have be any LC Exposure, and (ii) to the applicable Issuing Lender a fronting fee, which shall accrue at the rate or rates of 0.125% per annum separately agreed upon between the Borrower and the Issuing Lender on the average daily amount of the total LC Exposure Exposures in respect of Letters of Credit issued by such Issuing Lender (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the Sixth Restatement Effective Closing Date to but excluding the later of the date of termination of all of the Revolving Credit Commitments terminate and the date on which there ceases to be any LC ExposureExposure in respect of Letters of Credit issued by such Issuing Lender, as well as the such Issuing Lender’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 Quarterly Date of March, June, September and December shall be payable on the third Business Day following such Quarterly Datelast day, commencing on the first such date to occur after the Sixth Restatement Effective Closing Date; provided that all such fees shall be payable on the date on which the Revolving Credit Commitments of the Revolving Lenders, terminate and any such fees accruing after the date on which such the Revolving Credit Commitments terminate shall be payable on demand. Any other fees payable to the Issuing Lender Lenders 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).

Letter of Credit Fees. The US Borrower agrees to shall pay (i) to the Administrative Agent for the account of each Revolving Lender Lender, in accordance with its Applicable Percentage, a participation Letter of Credit fee with respect to its participations in Letters for each Letter of Credit, which shall accrue at a rate per annum Credit equal to the Applicable Letter Margin for Letters of Credit Fee Rate for such Revolving Lender on multiplied by the average daily amount of such Revolving each Lender’s LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) during with respect to all Letters of Credit accruing from the period from and including the Sixth Restatement Effective Date to but excluding the later date of the date on which issuance of such Revolving Lender’s Revolving Commitment terminates and the date on which such Lender ceases to have any LC ExposureLetter of Credit, and (ii) to ending on the Issuing Lender a fronting feeexpiration date for such Letter of Credit set forth in Section 2.05(c). If there is any change in the fees for Letters of Credit during any quarter, which shall accrue at the rate or rates per annum separately agreed upon between the Borrower and the Issuing Lender on the average daily amount of the each Lender’s LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) with respect to each Letter of Credit shall be computed and multiplied by the Applicable Margin for Letters of Credit separately for each period during such quarter that such fee for Letters of Credit was in effect. The US Borrower also agrees to pay to the Issuing Bank (i) a fronting fee, which shall accrue at the rate per annum equal to 0.10% on the average daily amount of the LC Exposure of each Lender (other than any Lender affiliated with the Issuing Bank), excluding any portion thereof attributable to unreimbursed LC Disbursements, during the period from and including the Sixth Restatement Effective Date to but excluding the later of the date of termination of all of the US Revolving Loan Commitments and the date on which there ceases to be any LC Exposure, as well as (ii) the Issuing LenderBank’s standard fees with respect to the issuance, amendment, renewal or extension of any Letter of Credit or processing of drawings thereunder. Participation Letter of Credit fees and fronting fees described above accrued through and including the last day of March, June, September and December of each Quarterly Date year shall be payable on the third Business Day following such Quarterly Datelast day, commencing on the first such date to occur after the Sixth Restatement Effective Date; provided that all such fees shall be payable on the date on which the Revolving Commitments of the Revolving Lenders, 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 the Issuing Lender 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).

Letter of Credit Fees. The Borrower agrees Borrowers agree to pay (i) to the Administrative Agent for the account of each Revolving Credit Lender (to be allocated ratably among such Lenders in accordance with the amounts of such fees then due to such Lenders) a participation fee with respect to its participations in Letters of Credit, which shall accrue at a rate per annum equal to the Applicable Letter of Rate applicable to interest on Revolving Credit Fee Rate for such Revolving Lender SOFR Loans on the average daily amount of such Revolving Lender’s LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) in respect of performance Letters of Credit or other Letters of Credit, as applicable, during the period from and including the Sixth Restatement 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 Lender ceases to have any LC Exposure, and (ii) to the each Issuing Lender a fronting fee, which shall accrue at the rate or rates per annum separately agreed upon between the Borrower GEO and the such Issuing Lender on the average daily amount of the LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) in respect of each Letter of Credit issued by such Issuing Lender during the period from and including the Sixth Restatement Effective Date to but excluding the later of the date of termination of all of the Revolving Commitments and the date on which there ceases to be any LC ExposureExposure in respect of any such Letter of Credit, as well as the such Issuing Lender’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 each Quarterly Date shall be payable on the third Business Day following such Quarterly Date, commencing on the first such date to occur after the Sixth Restatement Effective Date; provided that all such fees shall be payable on the date on which the Revolving Credit Commitments of the Revolving Lenders, terminate and any such fees accruing after the date on which such the Revolving Credit Commitments terminate shall be payable on demand. Any other fees payable to the any Issuing Lender pursuant to this paragraph Section 2.11(b) shall be payable within 10 days after demand. All such 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).

Letter of Credit Fees. The Borrower ODEC agrees to pay (i) to the Administrative Agent for the account of each Revolving Lender a participation fee (such fee, the “LC Fee”) with respect to its participations in Letters of Credit, which shall accrue at a rate per annum equal to the Applicable Letter of Credit Fee Margin on LIBOR Rate for such Revolving Lender Loans on the average daily amount of such Revolving Lender’s LC Exposure all outstanding Letter of Credit (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the Sixth Restatement 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 Lender ceases to have any LC Exposure, provided, however, any LC Fees otherwise payable for the account of a Defaulting Lender with respect to any Letter of Credit as to which such Defaulting Lender has not provided Cash Collateral satisfactory to the Issuing Lender pursuant to Section 2.18 shall be payable, to the maximum extent permitted by applicable law, to the other Lenders in accordance with the upward adjustments in their respective Applicable Percentages allocable to such Letter of Credit pursuant to Section 2.18, with the balance of such fee, if any, payable to the applicable Issuing Lender for its own account, and (ii) to the each Issuing Lender a fronting fee, which shall accrue at the rate or rates per annum separately agreed upon to between the Borrower and the such Issuing Lender and ODEC on the average daily amount of the LC Exposure attributable to the Letters of Credit issued by such Issuing Lender (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the Sixth Restatement Effective Date to but excluding the later of the date of termination of all of the Revolving Commitments and the date on which there ceases to be any LC Exposure, as well as the each such Issuing Lender’s Lenders’ 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 each Quarterly Date shall be payable on the third Business Day following such Quarterly Date, commencing on the first such date Quarterly Date to occur after the Sixth Restatement Effective Date, with exclusions for Defaulting Lenders; provided that all such fees shall be payable on the date on which the Revolving Commitments of the Revolving Lenders, 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 the Issuing Lender Lenders 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 days, and shall be payable for the actual number of days elapsed (including the first day but excluding the last day).

Letter of Credit Fees. The Borrower agrees to pay (i) to the Administrative Agent for the account of each Revolving Lender a participation fee with respect to its participations in Letters of Credit, which shall accrue at a rate per annum equal to the Applicable Letter of Credit Fee Rate for such Revolving Lender on the average daily amount of such Revolving Lender’s LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the Sixth Fourth Restatement 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 Lender ceases to have any LC Exposure, and (ii) to the Issuing Lender a fronting fee, which shall accrue at the rate or rates per annum separately agreed upon between the Borrower and the Issuing Lender 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 Sixth Fourth Restatement Effective Date to but excluding the later of the date of termination of all of the Revolving Commitments and the date on which there ceases to be any LC Exposure, as well as the Issuing Lender’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 each Quarterly Date shall be payable on the third Business Day following such Quarterly Date, commencing on the first such date to occur after the Sixth Fourth Restatement Effective Date; provided that all such fees shall be payable on the date on which the Revolving Commitments of the Revolving Lenders, 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 the Issuing Lender 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).

Letter of Credit Fees. The Borrower agrees to pay (i) to the Administrative Agent for the account of each Revolving Credit Lender a participation fee with respect to its participations in Letters of Credit, which shall accrue at a rate per annum equal to the Applicable Letter of Rate applicable to interest on Revolving Credit Fee Rate for such Revolving Lender Eurodollar Loans on the average daily amount of such Revolving Lender’s LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the Sixth Restatement Effective Date to but excluding the later of the date on which such Revolving Lender’s Revolving Credit Commitment terminates and the date on which such Lender ceases to have any LC Exposure, and (ii) to the each Issuing Lender a fronting fee, which shall accrue at the rate or rates per annum separately agreed upon between the Borrower and the such Issuing Lender 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 Sixth Restatement Effective Date to but excluding the later of the date of termination of all of the Revolving Credit Commitments and the date on which there ceases to be any LC Exposure, as well as the such Issuing Lender’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 each Quarterly Date shall be payable on the third Business Day following such Quarterly Date, commencing on the first such date to occur after the Sixth Restatement Effective Date; provided that all such fees shall be payable on the date on which the Revolving Credit Commitments of the Revolving Lenders, terminate and any such fees accruing after the date on which such the Revolving Credit Commitments terminate shall be payable on demand. Any other fees payable to the any Issuing Lender 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).

Letter of Credit Fees. The Borrower agrees to pay (i) to the Administrative Agent for the account of each Revolving Multicurrency Lender a participation fee with respect to its participations in Letters of Credit, which shall accrue at a rate per annum equal to the Applicable Margin applicable to interest on Eurocurrency Loans (or, if such Letter of Credit Fee Rate for such Revolving Lender is denominated in Pounds Sterling or Swiss Francs, RFR Loans) on the average daily amount of such Revolving Lender’s LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the Sixth Restatement Effective Date to but excluding the later of the date on which such Revolving Lender’s Revolving Multicurrency Commitment terminates and the date on which such Lender ceases to have any LC Exposure, and (ii) to the Issuing Lender Bank a fronting fee, which shall accrue at the rate or rates of one-half of one percent (0.50%) per annum separately agreed upon between the Borrower and the Issuing Lender 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 Sixth Restatement Effective Date to but excluding the later of the date of termination of all of the Revolving Commitments and the date on which there ceases to be any LC Exposure, as well as the Issuing LenderBank’s standard fees with respect to the issuance, amendment, amendment renewal or extension of any Letter of Credit or processing of drawings thereunder. Participation fees and fronting fees accrued through and including each Quarterly Date shall be payable on the third Business Day following such Quarterly Date, commencing on the first such date to occur after the Sixth Restatement Effective Date; provided that all such fees with respect to the Letters of Credit shall be payable on earlier of the Revolver Termination Date and the date on which all Multicurrency Commitments are otherwise terminated in accordance with the terms hereof (such earlier date, the “termination date”) and the Borrower shall pay any such fees that have accrued and that are unpaid on the termination date and, in the event any Letters of Credit shall be outstanding that have expiration dates after the termination date, the Borrower shall prepay on the termination date the full amount of the participation and fronting fees that will accrue on such Letters of Credit subsequent to the termination date through but not including the date such outstanding Letters of Credit are scheduled to expire (and in that connection, the Multicurrency Lenders agree not later than the date two Business Days after the date on which the Revolving Commitments last such Letter of Credit shall expire or be terminated to rebate to the Borrower the excess, if any, of the Revolving Lenders, terminate aggregate participation and any such fronting fees accruing after that ultimate accrue through the date on which of such Revolving Commitments terminate shall be payable on demandexpiration or termination). Any other fees payable to the Issuing Lender Bank pursuant to this paragraph shall be payable within 10 days Business 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).

Letter of Credit Fees. The Each Borrower agrees to pay (i) to the Administrative Agent for the account of each Revolving Lender a participation fee with respect to its participations in Letters of CreditCredit issued for the account or at the request of such Borrower, which shall accrue at a the same Applicable Margin used to determine the interest rate per annum equal applicable to the Applicable Letter of Credit Fee Eurocurrency Rate for such Revolving Lender Advances on the average daily amount of such Revolving Lender’s LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the Sixth Restatement Effective Closing Date to but excluding the later of the date on which such Revolving Lender’s Revolving Commitment terminates and the date on which such Lender ceases to have any LC Exposure, and (ii) to the Issuing Lender Bank a fronting fee, which shall accrue at the rate or rates of 0.125% per annum separately agreed upon between the Borrower and the Issuing Lender 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 Sixth Restatement Effective Closing Date to but excluding the later of the date of termination of all of the Revolving Commitments and the date on which there ceases to be any LC Exposure, as well as the Issuing LenderBank’s standard fees with respect to the issuance, amendment, renewal or extension of any Letter of Credit issued for the account or at the request of such Borrower, or the processing of drawings thereunder. Participation fees and fronting fees accrued through and including the last day of March, June, September and December of each Quarterly Date year shall be payable on the third Business Day 15th day of the month immediately following such Quarterly Datelast day, commencing on the first such date to occur after the Sixth Restatement Effective Closing Date; provided that all such fees shall be payable on the date on which the Revolving Commitments of the Revolving Lenders, 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 the Issuing Lender 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).

Letter of Credit Fees. The Borrower agrees Borrowers agree, jointly and severally, to pay (i) to the Administrative Agent for the account of each Revolving Credit Lender a participation fee with respect to its participations in Letters of Credit, which shall accrue at a rate per annum equal to (x) for Letters of Credit issued in Dollars, the Applicable Letter Margin applicable to interest on SOFR Loans, and (y) for Letters of Credit Fee Rate for issued any Other Currency, the Applicable Margin applicable to such Revolving Lender currency, on the average Dollar Equivalent of the daily amount of such Revolving Lender’s LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) attributable to Letters of Credit issued during the period from and including the Sixth Restatement Effective Initial Funding Date to but and excluding the later of the date on which such Revolving Credit Lender’s Revolving Commitment terminates Credit Commitments terminate and the date on which such Lender ceases to have any LC Exposure, and (ii) to the Issuing Lender for its own account a fronting fee, which shall accrue at the rate or rates of 0.125% per annum separately agreed upon between on the Borrower and the Issuing Lender on Dollar Equivalent of the average daily amount of the LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) attributable to Letters of Credit issued by it during the period from and including the Sixth Restatement Effective Initial Funding Date to but excluding the later of the date of termination of all of the Revolving Credit Commitments and the date on which there ceases to be any LC Exposure, as well as the Issuing Lender’s standard fees and other standard costs and charges with respect to the issuance, amendment, renewal administration, renewal, extension, cancellation or extension conversion of any Letter of Credit or processing of drawings thereunder. Participation fees and fronting fees accrued through and including each Quarterly Date shall be payable in Dollars on the third second Business Day following such Quarterly Date, commencing on the first such date to occur after the Sixth Restatement Effective Signing Date; provided that all such fees shall be payable on the date on which the all Revolving Credit Commitments of the Revolving Lenders, terminate and any such fees accruing after the date on which such all Revolving Credit Commitments terminate shall be payable on demand. Any other fees payable to the Issuing Lender pursuant to this paragraph Section 2.11(b) shall be payable within 10 30 days after written 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).

Letter of Credit Fees. The Borrower agrees to pay (i) to the Administrative Agent for the account of each Revolving Lender a participation fee with respect to its participations in Letters of Credit, which shall accrue at a rate per annum equal to the Applicable Margin applicable to interest on Term Benchmark Loans (or, if such Letter of Credit Fee Rate for such Revolving Lender is denominated in GBP, RFR Loans) on the average daily maximum amount of such Revolving Lender’s LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the Sixth Restatement Effective Date to but excluding the later of the date on which such Revolving Lender’s Revolving Commitment of the applicable Class terminates and the date on which such Lender ceases to have any LC ExposureExposure of such Class, and (ii) to the each Issuing Lender Bank a fronting fee, which shall accrue at the rate or rates of 0.25% per annum separately agreed upon between the Borrower and the Issuing Lender on the average daily maximum amount of the LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) applicable to Letters of Credit issued by such Issuing Bank during the period from and including the Sixth Restatement Effective Date to but excluding the later of the date of termination of all of the Revolving Commitments and the date on which there ceases to be any LC Exposure, as well as the each Issuing LenderBank’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 each Quarterly Date shall be payable in arrears on the third sixth (6th) Business Day following such Quarterly Date, commencing on the first such date to occur after the Sixth Restatement Effective Date; provided that that, all such fees with respect to the Letters of Credit shall be payable on the date on which the Revolving Commitments of the Revolving Lendersapplicable Class terminate (the “termination date”), terminate and the Borrower shall pay any such fees accruing that have accrued and that are unpaid on the termination date and, in the event any Letters of Credit shall be outstanding that have expiration dates after the termination date, the Borrower shall prepay on the termination date the full amount of the participation and fronting fees that will accrue on such Letters of Credit subsequent to the termination date through but not including the date such outstanding Letters of Credit are scheduled to expire (and in that connection, the Lenders agree not later than the date two (2) Business Days after the date on upon which the last such Revolving Commitments terminate Letter of Credit shall expire or be payable on demandterminated to rebate to the Borrower the excess, if any, of the aggregate participation and fronting fees that have been prepaid by the Borrower over the amount of such fees that ultimately accrue through the date of such expiration or termination). Any other fees payable to the Issuing Lender Banks pursuant to this paragraph shall be payable within 10 days ten (10) Business 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).

Letter of Credit Fees. The Borrower agrees Borrowers agree to pay (i) to the Administrative Agent for the account of each Revolving Lender a participation fee with respect to its participations in Letters of Credit, which shall accrue at a rate per annum equal to the Applicable Letter of Credit Fee Rate for such Revolving Lender on the average daily amount of such Revolving Lender’s LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the Sixth Restatement 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 Lender ceases to have any LC Exposure, and (ii) to the respective Issuing Lender Bank a fronting fee, which shall accrue at the rate or rates per annum separately agreed upon between the Borrower and the Issuing Lender of 0.125% 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 Sixth Restatement Amendment Effective Date to but excluding the later of the date of termination of all of the Revolving Credit Commitments and the date on which there ceases to be any LC Exposure, as well as the such Issuing LenderBank’s standard fees with respect to the issuance, amendment, renewal or extension of any Letter of Credit or processing of drawings thereunder, and (ii) to the Administrative Agent for account of each Revolving Credit Lender a participation fee with respect to its participations in Letters of Credit, which shall accrue on the average daily amount of such Lender’s LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the Amendment Effective Date to but excluding the later of the date on which such Lender’s Revolving Credit Commitment terminates and the date on which such Lender ceases to have any LC Exposure at a rate per annum equal to (i) the Applicable Rate applicable to interest on Revolving Credit Eurocurrency Loans minus (ii) the fronting fee referred to in clause (i) above. Participation fees and fronting fees accrued through and including each Quarterly Date shall be payable on the third Business Day following such Quarterly Date, commencing on the first such date to occur after the Sixth Restatement Effective DateDecember 31, 2011; provided that all such fees shall be payable on the date on which the Revolving Credit Commitments of the Revolving Lenders, terminate and any such fees accruing after the date on which such the Revolving Credit Commitments terminate shall be payable on demand. Any other fees payable to the any Issuing Lender Bank pursuant to this paragraph shall be payable within 10 days Business Days after demandreceipt of a reasonably detailed written invoice therefor. 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).

Letter of Credit Fees. The Borrower agrees to pay (i) to the Administrative Agent in Dollars for the account of each Revolving RC Facility Lender of any Class a participation fee with respect to its participations in Letters of Credit, which shall accrue at a rate per annum equal to the Applicable Letter Rate used to determine the interest rate applicable to Term Benchmark RC Facility Loans of Credit Fee Rate for such Revolving Lender Class on the average daily amount available balance of such Revolving Lender’s LC Exposure attributable to such RC Facility Lender’s RC Facility Commitments of such Class (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the Sixth Restatement Closing Date (or, in the case of the 2023 Replacement RC Facility, the Amendment No. 2 Effective Date Date) to but and excluding the later of the date on which such Revolving RC Facility Lender’s Revolving RC Facility Commitment of such Class terminates and the date on which such RC Facility Lender ceases to have any LC Exposure, RC Facility Exposure attributable to its RC Facility Commitment of such Class and (ii) to the each Issuing Lender Bank in Dollars a fronting fee, which shall accrue at the rate or rates 0.125% per annum separately agreed upon between the Borrower and the Issuing Lender on the average daily aggregate 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 Sixth Restatement Effective Closing Date to but and excluding the later of the date of termination of all of the Revolving RC Facility Commitments and the date on which there ceases to be any LC Exposure, as well as the such Issuing LenderBank’s standard reasonable and customary fees with respect to the issuance, amendment, renewal amendment or extension of any Letter of Credit or processing of drawings thereunder. Participation fees and fronting fees accrued through up to but not including the last Business Day of March, June, September and including December of each Quarterly Date year shall be payable on the third such last Business Day following of each such Quarterly Datemonth, commencing on the first such date to occur after the Sixth Restatement Closing Date or Amendment No. 2 Effective Date, as the case may be; provided that all such fees shall be payable on the date on which the Revolving Initial RC Facility Commitments of or the Revolving Lenders2023 Replacement RC Facility Commitments terminate, terminate as applicable, and any such fees accruing after the date on which such Revolving the the 2023 Replacement RC Facility Commitments terminate shall be payable on demand. Any other fees payable to the an Issuing Lender Bank pursuant to this paragraph Section 2.12(b) shall be payable within 10 30 days after demandwritten demand (accompanied by reasonable back-up documentation therefor). 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).

Letter of Credit Fees. The Borrower agrees to pay pay, quarterly in arrears (i) to the Administrative Agent for the account of each Revolving Lender a participation fee with respect to its such Lender’s participations in Letters of Credit, which shall accrue at a the same Applicable Margin then in effect used to determine the interest rate per annum equal applicable to the Applicable Letter of Credit Fee Rate for such Revolving Lender Eurodollar Loans on the average daily amount of such Revolving Lender’s LC Exposure attributable to Letters of Credit (excluding any portion thereof attributable to unreimbursed LC Disbursements) for such quarter during the period from and including the Sixth Restatement 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 Lender ceases to have any LC Exposure, ; and (ii) to the each Issuing Lender Bank a fronting fee, fee to be agreed with such Issuing Bank (but in any event not to exceed .20% per annum) which fronting fee shall accrue at the rate or rates per annum separately agreed upon between the Borrower and the Issuing Lender on the average daily amount of the LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) applicable to such Issuing Bank for such quarter during the period from and including the Sixth Restatement Effective Date to but excluding the later of the date of termination of all of the Revolving Commitments and the date on which there ceases to be any LC Exposure, as well as the such Issuing LenderBank’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 March, June, September and December of each Quarterly Date year shall be payable on the third (3) Business Day following such Quarterly Datelast day, commencing on the first such date to occur after the Sixth Restatement Effective Date; provided that all such fees shall be payable on the date on which the Revolving Commitments of the Revolving Lenders, 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 the an Issuing Lender 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).

Letter of Credit Fees. The Borrower agrees to pay (i) to the Administrative Agent for the account of each Revolving Lender a participation fee with respect to its participations in Letters of Credit, which shall accrue at a the same Applicable Margin used to determine the interest rate per annum equal applicable to the Applicable Letter Borrowings comprised of Credit Fee Rate for such Revolving Lender LIBOR Loans on the average daily amount of such Revolving Lender’s LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the Sixth Restatement Effective Initial Availability 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 each Issuing Lender Bank a fronting fee, which shall accrue at the rate or rates of 0.200% per annum separately agreed upon between the Borrower and the Issuing Lender 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 such Issuing Bank during the period from and including the Sixth Restatement Effective Initial Availability Date to but excluding the later of the date of termination of all of the Aggregate Revolving Commitments and the date on which there ceases to be any LC ExposureExposure attributable to Letters of Credit issued by such Issuing Bank and (iii) to each Issuing Bank, as well as the Issuing Lender’s for its own account, its 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 March, June, September and December of each Quarterly Date year shall be payable on the third Business Day following such Quarterly Datelast day, commencing on the first such date to occur after the Sixth Restatement Effective Initial Availability Date; provided that all such fees shall be payable on the date on which the Revolving Commitments of the Revolving Lenders, terminate Maturity Date and any such fees accruing after the date on which such Revolving Commitments terminate Maturity Date shall be payable on demand. Any other fees payable to the any Issuing Lender Bank pursuant to this paragraph Section 3.05(a) 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, unless such computation would exceed the Highest Lawful Rate, in which case such fees shall be computed on the basis of a year of 365 days (or 366 days in a leap year), and shall be payable for the actual number of days elapsed (including the first day but excluding the last day).

Letter of Credit Fees. The Each Borrower that is an account party in respect of any Letter of Credit agrees to pay (i) to the Administrative Agent for the account of each Revolving Credit Lender a participation fee with respect to its such Revolving Credit Lender’s participations in Letters each such Letter of Credit, which shall accrue at a rate per annum equal to the Applicable Letter of Credit Fee Rate for such Revolving Lender applicable to interest on Eurocurrency Loans on the average daily amount of such Revolving Credit Lender’s LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the Sixth Restatement Effective Date to but excluding the later of the date on which such Revolving Credit Lender’s Revolving Credit Commitment terminates and the date on which such Revolving Credit Lender ceases to have any LC Exposure, and (ii) to such other fees payable in the Issuing Lender a fronting fee, which shall accrue amounts and at the rate or rates per annum times as may be separately agreed upon between the Borrower Company and the each Issuing Lender 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 Sixth Restatement Effective Date to but excluding the later of the date of termination of all of the Revolving Commitments and the date on which there ceases to be any LC ExposureLender, as well as the applicable Issuing Lender’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 each Quarterly Date shall be payable on the third Business Day following such Quarterly Date, commencing on the first such date to occur after the Sixth Restatement Effective Date; provided that all such fees shall be payable on the date on which the Revolving Commitments of the Revolving Lenders, terminate Credit Maturity Date and any such fees accruing after the date on which such Revolving Commitments terminate Credit Maturity Date shall be payable on demand. Any other fees payable to the applicable Issuing Lender pursuant to this paragraph shall be payable within 10 days after written 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). Participation fees and fronting fees in respect of Letters of Credit, whether denominated in Dollars or in a Foreign Currency, shall be paid in Dollars.

Letter of Credit Fees. The Borrower agrees to pay (i) to the Administrative Agent for the account of each Revolving Lender a participation fee with respect to its participations in Letters of Credit, which shall accrue at a rate per annum equal to the Applicable Letter of Credit Fee Rate for such Revolving Lender Margin applicable to interest on Term Benchmark Loans (minus ten basis points (0.10%)) multiplied by the average daily amount of such Revolving Lender’s LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the Sixth Restatement Effective Date to but excluding the later of the date on which such Revolving LenderLxxxxx’s Revolving Commitment terminates and the date on which such Lender ceases to have any LC Exposure, and (ii) to the each Issuing Lender Bank a fronting fee, which shall accrue at the rate or rates of 0.25% per annum separately agreed upon between multiplied by the Borrower and the Issuing Lender on the average daily amount of the LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) applicable to Letters of Credit issued by such Issuing Bank during the period from and including the Sixth Restatement Effective Date to but excluding the later of the date of termination of all of the Revolving Commitments and the date on which there ceases to be any LC Exposure, as well as fees agreed to by the Borrower and each Issuing Lender’s standard fees Bank 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 each Quarterly Date shall be payable on the third fifteenth Business Day following such Quarterly Date, commencing on the first such date to occur after the Sixth Restatement Effective Date; provided that that, all such fees with respect to the Letters of Credit shall be payable on the date on which the Revolving Commitments of terminate (the Revolving Lenders“termination date”), terminate and the Borrower shall pay any such fees accruing that have accrued and that are unpaid on the termination date and, in the event there shall be outstanding any Letters of Credit that have expiration dates after the termination date, the Borrower shall prepay on the termination date the full amount of the participation and fronting fees that will accrue on such Letters of Credit subsequent to the termination date through but not including the date such outstanding Letters of Credit are scheduled to expire (and in connection therewith, the Lenders agree not later than the date two Business Days after the date on upon which the last such Revolving Commitments terminate Letter of Credit shall expire or be payable on demandterminated to rebate to the Borrower the excess, if any, of the aggregate participation and fronting fees that have been prepaid by the Borrower over the amount of such fees that ultimately accrue through the date of such expiration or termination). Any other fees payable to the Issuing Lender Banks 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).

Letter of Credit Fees. The Borrower agrees to pay (i) to the Administrative Agent for the account of each U.S. Dollar Revolving Lender a participation fee with respect to its participations in Letters of Credit, which shall accrue at a rate per annum equal to the Applicable Letter of Credit Fee Rate for such applicable to interest on Eurocurrency U.S. Dollar Revolving Lender Loans on the average daily amount of such Revolving Lender’s 's LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the Sixth Restatement Effective Date to but excluding the later of the date on which such Revolving Lender’s 's U.S. Dollar Revolving Commitment terminates and the date on which such Lender ceases to have any LC Exposure, and (ii) to the each Issuing Lender Lender, a fronting fee, which shall accrue at the rate or rates per annum separately agreed upon between set forth in the Borrower and the instrument of such Issuing Lender contemplated by Section 2.05(k) on the average daily amount of the LC Exposure of such Issuing Lender (excluding any portion thereof attributable to unreimbursed LC DisbursementsDisbursements and determined for these purposes without giving effect to the participations therein of the U.S. Dollar Revolving Lenders pursuant to paragraph (f) of Section 2.05) during the period from and including the Sixth Restatement Effective Date to but excluding the later of the date of termination of all of the U.S. Dollar Revolving Commitments and the date on which there ceases to be any LC Exposure, as well as the such Issuing Lender’s '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 each Quarterly Date shall be payable on the third Business Day following such Quarterly Date, commencing on the first such date to occur after the Sixth Restatement Effective Date; provided that all such fees shall be payable on the date on which the U.S. Dollar Revolving Commitments of the Revolving Lenders, terminate and any such fees accruing after the date on which such the U.S. Dollar Revolving Commitments terminate shall be payable on demand. Any other fees payable to the any Issuing Lender 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). For the purposes of calculating the average daily balance of the LC Exposure for any period under this Section 2.11(b), the average daily amount of the Alternative Currency LC Exposure for such period shall be calculated by multiplying (x) the average daily balance of each Alternative Currency Letter of Credit (expressed in the Alternate Currency of such Alternative Currency Letter of Credit) by (y) the Exchange Rate for each such Alternative Currency in effect on the last Business Day of such period or by such other reasonable method that the Administrative Agent deems appropriate.

Letter of Credit Fees. The Each Borrower agrees to pay (i) to the Administrative Agent for the account of each Revolving Credit Lender a participation fee with respect to its participations in Letters of CreditCredit issued for account of such Borrower, which shall accrue at a rate per annum equal to the Applicable Letter of Credit Fee Rate for such Revolving Lender Credit Eurodollar Loans on the average daily amount of such Revolving Lender’s 's LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) relating to such Letters of Credit during the period from and including the Sixth Restatement Effective Date to but excluding the later of the date on which such Lender's Revolving Lender’s Revolving Credit Commitment terminates and the date on which such Lender ceases to have any LC Exposure, and (ii) to the respective Issuing Lender a fronting fee, which shall accrue at the rate or rates of 0.125% per annum separately agreed upon between the Borrower and the Issuing Lender on the average daily amount of the such LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the Sixth Restatement Effective Date to but excluding the later of the date of termination of all of the Revolving Credit Commitments and the date on which there ceases to be any LC Exposure, as well as the such Issuing Lender’s 's standard fees with respect to the issuance, amendment, renewal or extension of any such Letter of Credit or processing of drawings thereunder. Participation fees and fronting fees accrued through and including each Quarterly Date shall be payable on the third Business Day following such Quarterly Date, commencing on the first such date to occur after the Sixth Restatement Effective Date; provided that all such fees shall be payable on the date on which the Revolving Credit Commitments of the Revolving Lenders, terminate and any such fees accruing after the date on which such the Revolving Credit Commitments terminate shall be payable on demand. Any other fees payable to the any Issuing Lender 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).

Letter of Credit Fees. The Borrower Company agrees to pay (i) to the Administrative Agent for the account of each Revolving Credit Lender a participation fee with respect to its participations in Letters of Credit, which shall accrue at a the same Applicable Rate used to determine the interest rate per annum equal to the Applicable Letter of on Eurodollar Revolving Credit Fee Rate for such Revolving Lender Loans on the average daily amount of such Revolving Credit Lender’s LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the Sixth First Restatement Effective Date to but excluding the later of the date on which such the Revolving Lender’s Revolving Commitment terminates Credit Commitments terminate and the date on which such Lender there ceases to have be any LC Exposure, and (ii) to the applicable Issuing Lender a fronting fee, which shall accrue at the rate or rates of 0.125% per annum separately agreed upon between the Borrower and the Issuing Lender on the average daily amount of the total LC Exposure Exposures in respect of Letters of Credit issued by such Issuing Lender (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the Sixth First Restatement Effective Date to but excluding the later of the date of termination of all of the Revolving Credit Commitments terminate and the date on which there ceases to be any LC ExposureExposure in respect of Letters of Credit issued by such Issuing Lender, as well as the such Issuing Lender’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 Quarterly Date of March, June, September and December shall be payable on the third Business Day following such Quarterly Datelast day, commencing on the first such date to occur after the Sixth First Restatement Effective Date; provided that all such fees shall be payable on the date on which the Revolving Credit Commitments of the Revolving Lenders, terminate and any such fees accruing after the date on which such the Revolving Credit Commitments terminate shall be payable on demand. Any other fees payable to the Issuing Lender Lenders 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).

Letter of Credit Fees. The Borrower agrees to pay (i) to the Administrative Agent for the account of each Revolving Lender a participation fee with respect to its participations in Letters of Credit, which shall accrue at a rate per annum equal to the Applicable Letter of Credit Fee Rate for such Revolving Lender applicable to interest on Syndicated Eurocurrency Loans on the average daily amount of such Revolving Lender’s LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the Sixth Restatement 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 Lender ceases to have any LC Exposure, and (ii) to the respective Issuing Lender a fronting fee, which shall accrue at the rate or rates per annum separately agreed upon between the Borrower and the such Issuing Lender on the average daily amount of the LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) in respect of Letters of Credit issued by such Issuing Lender during the period from and including the Sixth Restatement Effective Date to but excluding the later of the date of termination of all of the Revolving Commitments and the date on which there ceases to be any LC Exposure, as well as the such Issuing Lender’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 each Quarterly Date shall be payable quarterly in arrears on the third Business Day following such applicable Quarterly Date, commencing on the first such date to occur after the Sixth Restatement Effective Date; provided that all such fees shall be payable on the date on which the Revolving Commitments of the Revolving Lenders, 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 the any Issuing Lender 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).

Letter of Credit Fees. The Borrower agrees to pay (i) to the Administrative Agent for the account of each Revolving Credit Lender a participation fee with respect to its participations in Letters of Credit, which shall accrue at a rate per annum equal to the Applicable Letter of Margin applicable to interest on Revolving Credit Fee Rate for such Revolving Lender Eurodollar Loans on the average daily amount of such Revolving Lender’s LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the Sixth Restatement Effective Date to but excluding the later of the date on which such Revolving Lender’s Revolving Credit Commitment terminates and the date on which such Lender ceases to have any LC Exposure, and (ii) to the each Issuing Lender a fronting fee, which shall accrue at the rate or rates per annum separately agreed upon between the Borrower and the each Issuing Lender 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 Sixth Restatement Effective Date to but excluding the later of the date of termination of all of the Revolving Credit Commitments and the date on which there ceases to be any LC Exposure, as well as the such Issuing Lender’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 but excluding each Quarterly Date shall be payable on the third Business Day following such Quarterly Date, commencing on the first such date to occur after the Sixth Restatement Effective Date; provided that all such fees shall be payable on the date on which the Revolving Credit Commitments of the Revolving Lenders, terminate and any such fees accruing after the date on which such the Revolving Credit Commitments terminate shall be payable on demand. Any other fees payable to the any Issuing Lender 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).

Letter of Credit Fees. (i) The Borrower agrees to pay (i) to the Administrative Agent for the account of each Revolving Lender (other than Defaulting Lenders) a participation letter of credit fee with respect which shall accrue at Letter of Credit Fee Rate determined by reference to its participations in Schedule 1.1 on the average daily aggregate undrawn amount of all outstanding Letters of CreditCredit 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. Letter of Credit fees accrued through and including the last day of each Fiscal Quarter shall be payable on the fifteenth 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 Commitments terminate and any such fees accruing after the date on which the Commitments terminate shall be payable on demand. (ii) The Borrower agrees to pay to the relevant Fronted LC Issuing Bank a fronting fee which shall accrue at a rate per annum equal to as agreed in writing between the Applicable Letter of Credit Fee Rate for Borrower and such Revolving Lender Fronted LC Issuing Bank on the average daily amount of such Revolving Lender’s the LC Exposure in respect of the Fronted Letters of Credit issued by such Fronted LC Issuing Bank (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the Sixth Restatement 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 Lender ceases to have any LC Exposure, and (ii) to the Issuing Lender a fronting fee, which shall accrue at the rate or rates per annum separately agreed upon between the Borrower and the Issuing Lender 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 Sixth Restatement Effective Date to but excluding the later of the date of termination of all of the Revolving Commitments and the date on which there ceases to be any such LC Exposure, as well as the Issuing Lender’s standard fees with Exposure in respect to the issuance, amendment, renewal or extension of any Letter Fronted Letters of Credit or processing of drawings thereunderCredit. Participation fees and fronting Fronting fees accrued through and including the last day of each Quarterly Date Fiscal Quarter shall be payable on the third Business Day fifteenth day following such Quarterly Datelast day, commencing on the first such date to occur after the Sixth Restatement Effective Date; provided that all such fees shall be payable on the date on which the Revolving Commitments of the Revolving Lenders, 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 . (iii) The Borrower agrees to pay to the Administrative Agent, for its own account with respect to Syndicated Letters of Credit and for the account of the relevant Fronted LC Issuing Lender pursuant Bank with respect to this paragraph shall be payable the Fronted Letters of Credit, within 10 days Business Days after demand, the Administrative Agent’s or such Fronted LC Issuing Bank’s, as applicable, standard administrative fees with respect to the issuance, amendment or extension of any Syndicated Letter of Credit or Fronted Letters of Credit, respectively, or processing of drawings thereunder. All participation letter of credit fees and fronting fees shall will be computed on the basis of a year of 360 days and shall will be payable for the actual number of days elapsed (including the first day but excluding the last day)elapsed.

Letter of Credit Fees. The Borrower agrees to pay (i) to the Administrative Agent for the account of each Revolving Lender a participation fee with respect to its participations in Letters of Credit, which shall accrue at a rate per annum equal to the Applicable Margin applicable to interest on Term Benchmark Loans (or, if such Letter of Credit Fee Rate for such Revolving Lender is denominated in GBP or CHF, RFR Loans) on the average daily maximum amount of such Revolving Lender’s LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the Sixth Restatement Effective Date to but excluding the later of the date on which such Revolving Lender’s Revolving Commitment of the applicable Class terminates and the date on which such Lender ceases to have any LC ExposureExposure of such Class, and (ii) to the each Issuing Lender Bank a fronting fee, which shall accrue at the rate or rates of 0.25% per annum separately agreed upon between the Borrower and the Issuing Lender on the average daily maximum amount of the LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) applicable to Letters of Credit issued by such Issuing Bank during the period from and including the Sixth Restatement Effective Date to but excluding the later of the date of termination of all of the Revolving Commitments and the date on which there ceases to be any LC Exposure, as well as the each Issuing LenderBank’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 each Quarterly Date shall be payable in arrears on the third sixth (6th) Business Day following such Quarterly Date, commencing on the first such date to occur after the Sixth Restatement Effective DateDecember 31, 2022; provided that that, all such fees with respect to the Letters of Credit shall be payable on the date on which the Revolving Commitments of the Revolving Lendersapplicable Class terminate (the “termination date”), terminate and the Borrower shall pay any such fees accruing that have accrued and that are unpaid on the termination date and, in the event any Letters of Credit shall be outstanding that have expiration dates after the termination date, the Borrower shall prepay on the termination date the full amount of the participation and fronting fees that will accrue on such Letters of Credit subsequent to the termination date through but not including the date such outstanding Letters of Credit are scheduled to expire (and in that connection, the Lenders agree not later than the date two (2) Business Days after the date on upon which the last such Revolving Commitments terminate Letter of Credit shall expire or be payable on demandterminated to rebate to the Borrower the excess, if any, of the aggregate participation and fronting fees that have been prepaid by the Borrower over the amount of such fees that ultimately accrue through the date of such expiration or termination). Any other fees payable to the Issuing Lender Banks pursuant to this paragraph shall be payable within 10 days ten (10) Business 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).

Letter of Credit Fees. The Borrower agrees to pay (i) to the Administrative Agent for the account of each Revolving Multicurrency Lender a participation fee with respect to its participations in Letters of Credit, which shall accrue at a rate per annum equal to the Applicable Letter of Credit Fee Rate for such Revolving Lender Margin applicable to interest on Eurocurrency Loans on the average daily amount of such Revolving Lender’s LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the Sixth Restatement Effective Date to but excluding the later of the date on which such Revolving Lender’s Revolving Multicurrency Commitment terminates and the date on which such Lender ceases to have any LC Exposure, and (ii) to the Issuing Lender Bank a fronting fee, which shall accrue at the rate or rates of one-half of one percent (0.50%) per annum separately agreed upon between the Borrower and the Issuing Lender 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 Sixth Restatement Effective Date to but excluding the later of the date of termination of all of the Revolving Commitments and the date on which there ceases to be any LC Exposure, as well as the Issuing LenderBank’s standard fees with respect to the issuance, amendment, amendment renewal or extension of any Letter of Credit or processing of drawings thereunder. Participation fees and fronting fees accrued through and including each Quarterly Date shall be payable on the third Business Day following such Quarterly Date, commencing on the first such date to occur after the Sixth Restatement Effective Date; provided that all such fees with respect to the Letters of Credit shall be payable on earlier of the Revolver Termination Date and the date on which all Multicurrency Commitments are otherwise terminated in accordance with the terms hereof (such earlier date, the “termination date”) and the Borrower shall pay any such fees that have accrued and that are unpaid on the termination date and, in the event any Letters of Credit shall be outstanding that have expiration dates after the termination date, the Borrower shall prepay on the termination date the full amount of the participation and fronting fees that will accrue on such Letters of Credit subsequent to the termination date through but not including the date such outstanding Letters of Credit are scheduled to expire (and in that connection, the Multicurrency Lenders agree not later than the date two Business Days after the date on which the Revolving Commitments last such Letter of Credit shall expire or be terminated to rebate to the Borrower the excess, if any, of the Revolving Lenders, terminate aggregate participation and any such fronting fees accruing after that ultimate accrue through the date on which of such Revolving Commitments terminate shall be payable on demandexpiration or termination). Any other fees payable to the Issuing Lender Bank pursuant to this paragraph shall be payable within 10 days Business 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).

Letter of Credit Fees. The Borrower agrees to pay (i) to the Administrative Agent for the account of each Revolving Lender a participation fee with respect to its participations in Letters of CreditCredit of each Class of Commitments, which shall accrue at a rate per annum equal to the Applicable Letter of Credit Fee Rate for such Revolving Lender Margin applicable to interest on Term Benchmark Loans on the average daily amount of such Revolving Lender’s LC Exposure of such Class (excluding any portion thereof attributable to unreimbursed LC Disbursements), following receipt of an invoice from the Administrative Agent, during the period from and including the Effective Date to 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 LC Exposure of such Class, and (ii) to each Issuing Bank a fronting fee, which shall accrue at the rate equal to 0.25% per annum on the average daily amount of such Issuing Bank’s LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the Sixth Restatement 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 Lender ceases to have any LC Exposure, and (ii) to the Issuing Lender a fronting fee, which shall accrue at the rate or rates per annum separately agreed upon between the Borrower and the Issuing Lender 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 Sixth Restatement Effective Date to but excluding the later of the date of termination of all of the Revolving Commitments and the date on which there ceases to be any LC ExposureExposure (which fee shall be waived by SMBC if it is the sole Revolving Lender), as well as the each Issuing LenderBank’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 each Quarterly Date shall be payable on the third Business Day following such Quarterly Date, commencing on the first such date to occur after the Sixth Restatement Effective Date; provided that that, all such fees with respect to the Letters of Credit shall be payable on the date on which Termination Date and the Revolving Commitments of the Revolving Lenders, terminate and Borrower shall pay any such fees accruing that have accrued and that are unpaid on the Termination Date and, in the event any Letters of Credit shall be outstanding that have expiration dates after the Termination Date, the Borrower shall prepay on the Termination Date the full amount of the participation and fronting fees that will accrue on such Letters of Credit subsequent to the Termination Date through but not including the date such outstanding Letters of Credit are scheduled to expire (and, in that connection, the Revolving Lenders agree not later than the date five (5) Business Days after the date on upon which the last such Revolving Commitments terminate Letter of Credit shall expire or be payable on demandterminated to rebate to the Borrower the excess, if any, of the aggregate participation and fronting fees that have been prepaid by the Borrower over the sum of the amount of such fees that ultimately accrue through the date of such expiration or termination and the aggregate amount of all other unpaid obligations hereunder at such time). Any other fees payable to the an Issuing Lender Bank pursuant to this paragraph (b) 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).

Letter of Credit Fees. The Borrower Company agrees to pay (i) to the --------------------- Administrative Agent for the account of each Revolving Lender a participation fee with respect to its participations in Letters of Credit, which shall accrue at a rate per annum equal to the Applicable Letter of Credit Fee Rate for such Revolving Lender applicable to interest on Eurocurrency Loans on the average daily amount of such Revolving Lender’s 's LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the Sixth Restatement Effective Date to but excluding the later of the date on which such Revolving Lender’s Revolving 's Commitment terminates and the date on which such Lender ceases to have any LC Exposure, and (ii) to the Issuing Lender a fronting fee, which shall accrue at the rate or rates of 0.125% per annum separately agreed upon between the Borrower and the Issuing Lender on the average daily amount of the Aggregate LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the Sixth Restatement Effective Date to but excluding the later of the date of termination of all of the Revolving Commitments Aggregate Commitment and the date on which there ceases to be any LC Exposure, as well as the Issuing Lender’s '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 each Quarterly Date shall be payable on the third Business Day following such Quarterly Date, commencing on the first such date to occur after the Sixth Restatement Effective Date; provided that all such fees shall be payable on the date on -------- which the Revolving Commitments of the Revolving Lenders, 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 the Issuing Lender 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).

Letter of Credit Fees. The Borrower agrees to pay (i) to the Administrative Agent for the account of each Revolving Lender a participation fee with respect to its participations in Letters of Credit, which shall accrue at a rate per annum equal to the Applicable Letter of Credit Fee Rate for such Revolving Lender applicable to interest on Eurocurrency Loans on the average daily amount of such Revolving Lender’s LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the Sixth Restatement 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 Lender ceases to have any LC Exposure, and (ii) to the Issuing Lender a fronting fee, which shall accrue at the rate or rates of 0.125% per annum separately agreed upon between the Borrower and the Issuing Lender on the average daily amount of the Aggregate LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the Sixth Restatement Effective Date to but excluding the later of the date of termination of all of the Revolving Commitments Aggregate Commitment and the date on which there ceases to be any LC ExposureExposure (provided that such fronting fee shall in no event be less than $250 per annum for each Letter of Credit), as well as the Issuing Lender’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 each Quarterly Date shall be payable on the third Business Day following such Quarterly Date, commencing on the first such date to occur after the Sixth Restatement Effective Date; provided that all such fees shall be payable on the date on which the Revolving Commitments of the Revolving Lenders, 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 the Issuing Lender 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).

Letter of Credit Fees. The Borrower agrees to pay pay: (ia) to the Administrative Agent for the account of each Revolving Revolver Lender a participation fee with respect to its participations in Letters of Credit, which shall accrue at a rate per annum equal to (i) in the case of Revolver A Lenders, the LIBOR Applicable Letter of Credit Fee Rate for such Revolving Lender Margin applicable to Revolver A Loans on the average daily amount of such Revolving Revolver A Lender’s 's Revolver A LC Exposure (excluding any portion thereof attributable to unreimbursed Revolver A LC Disbursements) during the period from and including the Sixth Restatement Effective Closing Date to but excluding the later of the date on which such Revolving Revolver A Lender’s Revolving 's Revolver A Commitment terminates and the date on which such Revolver A Lender ceases to have any Revolver A LC Exposure, and Exposure or (ii) in the case of Revolver B Lenders, the LIBOR Applicable Margin applicable to Revolver B Loans on the average daily amount of such Revolver B Lender's Revolver B LC Exposure (excluding any portion thereof attributable to unreimbursed Revolver B LC Disbursements) during the period from and including the Closing Date to but excluding the later of the date on which such Revolver B Lender's Revolver B Commitment terminates and the date on which such Revolver B Lender ceases to have any Revolver B LC Exposure; and (b) to each Issuing Lender a fronting fee, which shall accrue at the rate or rates of (i) 0.25% per annum separately (or such lesser amount as shall have been agreed upon from time to time between the Borrower and the an Issuing Lender Lender) on the average daily amount of the Revolver A LC Exposure of each such Issuing Lender (excluding any portion thereof attributable to unreimbursed Revolver A LC Disbursements) and (ii) 0.125% per annum (or such lesser amount as shall have been agreed from time to time between the Borrower and an Issuing Lender) on the average daily amount of the Revolver B LC Exposure of each such Issuing Lender (excluding any portion thereof attributable to unreimbursed Revolver B LC Disbursements), in each case during the period from and including the Sixth Restatement Effective Closing Date to but excluding the later of the date of termination of all (x) in the case of Revolver A LC Exposure, the Revolving Revolver A Commitments and the date on which there ceases to be any Revolver A LC Exposure or (y) in the case of Revolver B LC Exposure, the Revolver B Commitments and the date on which there ceases to be any Revolver B LC Exposure, as well as the each such Issuing Lender’s 's standard fees with respect to the issuance, amendment, renewal or extension Issuance of any Letter of Credit or processing of drawings thereunder. Participation fees and fronting fees accrued through and including each Quarterly Payment Date shall be payable on the third Business Day following such Quarterly Payment Date, commencing on the first such date to occur after the Sixth Restatement Effective Closing Date; provided that all such fees with respect to Revolver A LC Exposure shall be payable on the date on which the Revolving Revolver A Commitments of the Revolving Lenders, terminate and any such fees accruing after the date on which the Revolver A Commitments terminate shall be payable on demand, and all such Revolving fees with respect to Revolver B LC Exposure shall be payable on the date on which the Revolver B Commitments terminate and any such fees accruing after the date on which the Revolver B Commitments terminate shall be payable on demand. Any other fees payable to the an Issuing Lender 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).

Letter of Credit Fees. The Borrower agrees to pay (i) to the Administrative Agent for the account of each Revolving Lender a participation fee with respect to its participations in Letters of Credit, which shall accrue at a rate per annum equal to the Applicable Letter of Rate applicable to interest on Revolving Credit Fee Rate for such Revolving Lender Eurodollar Loans on the average daily amount of such Revolving Lender’s 's LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the Sixth Restatement Effective Date to but excluding the later of the date on which such Revolving Lender’s Revolving 's Commitment terminates and the date on which such Lender ceases to have any LC Exposure, and (ii) to the Issuing Lender a fronting fee, which shall accrue at the rate or rates per annum separately agreed upon between the Borrower and Administrative Agent for account of the Issuing Lender on all commissions, charges, costs and expenses in the average daily amount amounts customarily charged Amended and Restated Credit Agreement by the Issuing Lender from time to time in like circumstances with respect to the issuance of the LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from each Letter of Credit and including the Sixth Restatement Effective Date to but excluding the later of the date of termination of all of the Revolving Commitments drawings and the date on which there ceases to be any LC Exposureother transactions relating thereto, as well as the Issuing Lender’s '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 specified above accrued through and including each Quarterly Date shall be payable on the third Business Day following such Quarterly Date, commencing on the first such date to occur after the Sixth Restatement Effective Date; provided that all such fees shall be payable on the date on which the Revolving Credit Commitments of the Revolving Lenders, terminate and any such fees accruing after the date on which such the Revolving Credit Commitments terminate shall be payable on demand. Any other fees payable to the Issuing Lender pursuant to this paragraph shall be payable within 10 days after demand. All participation fees and fronting fees specified above 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).

Letter of Credit Fees. The Borrower agrees to pay (i) to the Administrative Agent for the account of each Revolving Credit Lender a participation fee with respect to its participations in Letters of Credit, which shall accrue at a rate per annum equal to the Applicable Letter of Rate applicable to interest on Revolving Credit Fee Rate for such Revolving Lender Eurodollar Loans on the average daily amount of such Revolving Lender’s 's LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the Sixth Restatement Effective Date to but excluding the later of the date on which such Lender's Revolving Lender’s Revolving Credit Commitment terminates and the date on which such Lender ceases to have any LC Exposure, and (ii) to the Issuing Lender a fronting fee, which shall accrue at a the rate or rates per annum separately agreed upon between the Borrower and the Issuing Lender 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 Sixth Restatement Effective Date to but excluding the later of the date of termination of all of the Revolving Credit Commitments and the date on which there ceases to be any LC Exposure, as well as the Issuing Lender’s '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 excluding each Quarterly Date shall be payable on the third Business Day following such Quarterly Date, commencing on the first such date to occur after the Sixth Restatement Effective Date; provided that all such fees shall be payable on the date on which the Revolving Credit Commitments of the Revolving Lenders, terminate and any such fees accruing after the date on which such the Revolving Credit Commitments terminate shall be payable on demand. Any other fees payable to the Issuing Lender 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).. Credit Agreement

Letter of Credit Fees. The Borrower agrees to pay (i) to the Administrative Agent for the account of each Revolving Lender a participation fee with respect to its participations in Letters of Credit, which shall accrue at a rate per annum equal to the same Applicable Letter Rate used to determine the interest rate applicable to Eurodollar Syndicated Loans (plus 3% during the continuance of Credit Fee Rate for such Revolving Lender an Event of Default) on the average daily amount of such Revolving Lender’s LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the Sixth Restatement Effective Date to but excluding the later of the date on which such Revolving Lender’s Revolving Credit Commitment terminates and the date on which such Lender ceases to have any LC Exposure, and (ii) to the Issuing Lender a fronting fee, which shall accrue at the rate or rates per annum separately agreed upon between the Borrower and the Issuing Lender 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 Sixth Restatement Effective Date to but excluding the later of the date of termination of all of the Revolving Credit Commitments and the date on which there ceases to be any LC Exposure, as well as the Issuing Lender’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 each Quarterly Date shall be payable on the third Business Day following such Quarterly Date, commencing on the first such date to occur after the Sixth Restatement Effective Date; provided that all such fees shall be payable on the date on which the Revolving Credit Commitments of the Revolving Lenders, terminate and any such fees accruing after the date on which such the Revolving Credit Commitments terminate shall be payable on demand. Any other fees payable to the Issuing Lender 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).

Letter of Credit Fees. (a) The Borrower agrees to shall pay (i) to the Administrative Agent for the account of each Revolving Lender a participation letter of credit fee with respect to its participations in the Letters of Credit computed on the average daily maximum amount available to be drawn of the outstanding Letters of Credit, which on each Interest Payment Date for Base Rate Loans based upon Letters of Credit outstanding for the previous three-month period. The letter of credit fee shall accrue at a rate per annum be equal to the Applicable Letter of Credit Fee Rate (i) for such Revolving Lender on the average daily amount of such Revolving Lender’s LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the Sixth Restatement Effective Date to but excluding and ending on the later of day immediately preceding the date on which such Revolving Lender’s Revolving Commitment terminates and the date on which such Lender ceases to have any LC ExposureFirst Adjustment Date, 2.500% per annum and (ii) from and after the First Adjustment Date, for each period commencing on an Adjustment Date and ending on the day immediately preceding the next succeeding Adjustment Date, the rate per annum set forth below opposite the relevant Level of Consolidated Senior Leverage Ratio determined as at the end of the last fiscal quarter ended prior to the first day of such period: Consolidated Senior Leverage Ratio Rate -------------- ---- Level I 1.500% Level II 2.000% Level III 2.250% Level IV 2.500% provided, however, that if by the day for determining any Adjustment Date Holdings has failed to deliver a Leverage Ratio Certificate as at the end of the fiscal quarter ended immediately prior to such Adjustment Date, the letter of credit fee for the next succeeding period beginning on such Adjustment Date and ending on the day immediately preceding the next succeeding Adjustment Date shall be computed as if the Consolidated Senior Leverage Ratio were at Level IV; provided further, however, to the extent that Holdings thereafter delivers a Leverage Ratio Certificate during such succeeding period, the letter of credit fee for the remainder of such succeeding period shall be computed at the rate prescribed in the table above in this Section 3.08(a). In addition, at any time that a Specified Default shall exist, the letter of credit fee shall be computed as if the Consolidated Senior Leverage Ratio were at Level IV. Such letter of credit fee shall be due and payable in arrears on each Interest Payment Date for Base Rate Loans. (b) The Borrower shall pay to each Issuing Lender a letter of credit fronting fee, which shall accrue at the rate or rates per annum separately agreed upon between the Borrower and the Issuing Lender 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 Sixth Restatement Effective Date to but excluding the later of the date of termination of all of the Revolving Commitments and the date on which there ceases to be any LC Exposure, as well as the Issuing Lender’s standard fees with respect to the issuance, amendment, renewal or extension of any fee for each Letter of Credit or processing issued by such Issuing Lender in an amount, and at such times, as is required by such Issuing Lender (but in no event in an amount in excess of drawings thereunder. Participation fees and fronting fees accrued through and including each Quarterly Date shall be payable on the third Business Day following such Quarterly Date, commencing on the first such date to occur after the Sixth Restatement Effective Date; provided that all such fees shall be payable on the date on which the Revolving Commitments .25% per annum of the Revolving Lenders, terminate and any face amount of such fees accruing after the date on which such Revolving Commitments terminate Letter of Credit). (c) The Borrower shall be payable on demand. Any other fees payable pay to the each Issuing Lender pursuant from time to this paragraph shall be payable within 10 days after demand. All participation fees time on demand the normal issuance, presentation, amendment and fronting fees shall be computed on the basis other processing fees, and other standard costs and charges, of a year such Issuing Lender relating to letters of 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day)credit as from time to time in effect.

Letter of Credit Fees. The Each Borrower agrees agrees, severally and not jointly with the other Borrowers, to pay (i) to the Administrative Agent for the account of each Revolving Lender a participation fee with respect to its participations in Letters of CreditCredit issued for the account of such Borrower (the “LC Participation Fee”), which shall accrue at a rate per annum equal to the Applicable Letter of Credit Fee Rate for such Revolving Lender on the average daily amount of that portion of such Revolving Lender’s LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) attributable to Letters of Credit issued for the account of such Borrower during the period from and including the Sixth Restatement Effective Closing Date to but excluding the later of the date on which such Revolving Lender’s Revolving Commitment terminates and the date on which such Lender ceases to have any LC Exposure, and (ii) to the each Issuing Lender Bank a fronting fee, which shall accrue at the rate or rates per annum separately agreed upon between the such Borrower and the such Issuing Lender Bank on the average daily amount of the LC Exposure attributable to Letters of Credit issued by such Issuing Bank for the account of such Borrower (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the Sixth Restatement Effective Closing Date to but excluding the later of the date of termination of all of the Revolving Commitments and the date on which there ceases to be any LC Exposure, as well as the each Issuing LenderBank’s standard fees with respect to the issuance, amendment, renewal or extension of any Letter of Credit issued by such Issuing Bank for the account of such Borrower or processing of drawings thereunder. LC Participation fees Fees and fronting fees accrued through and including the last day of March, June, September and December of each Quarterly Date year shall be payable on the third Business Day following such Quarterly Datelast day, commencing on the first such date to occur after the Sixth Restatement Effective Closing Date; provided that all such fees accrued for the account of any Borrower shall be payable on the date on which the Revolving Commitments of the Revolving Lenders, terminate Availability Termination Date for such Borrower and any such fees accruing after the date on which Availability Termination Date for such Revolving Commitments terminate Borrower shall be payable on demand. Any other fees payable to the an Issuing Lender 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 promptly upon receipt 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)an invoice therefor.

Letter of Credit Fees. The Borrower agrees to pay (i) to the Administrative Agent for the account of each Revolving Lender a participation fee with respect to its participations in Letters of Credit, which shall accrue at a rate per annum equal to the Applicable Letter of Credit Fee Rate for such Revolving Lender applicable to interest on Term SOFR Loans on the average daily amount of such Revolving Lender’s LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the Sixth Fifth Restatement 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 Lender Lenders a fronting fee, which shall accrue at the rate or rates of 0.125% per annum separately agreed upon between the Borrower and the Issuing Lender on the average daily amount of the Aggregate LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the Sixth Third Restatement Effective Date to but excluding the later of the date of termination of all of the Revolving Commitments and the date on which there ceases to be any LC ExposureObligations (provided that such fronting fee shall in no event be less than $250 per annum for each Letter of Credit), as well as the each Issuing Lender’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 each Quarterly Date shall be payable on the third Business Day following such Quarterly Date, commencing on the first such date to occur after the Sixth Fifth Restatement Effective Date, and, with respect to accrued and unpaid fronting fees and participation fees up to but excluding the First Amendment Effective Date, the First Amendment Effective Date; provided that all such fees shall be payable in respect of any Revolving Commitments on the date on which the such Revolving Commitments of the Revolving Lenders, terminate and any such fees accruing in respect of such Revolving Commitments after the date on which such Revolving Commitments terminate shall be payable on demand. Any other fees payable to the any Issuing Lender 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).

Letter of Credit Fees. The Borrower agrees to pay (i) to the Administrative Agent for the account of each Revolving Lender a participation fee with respect to its participations in Letters of Credit, which shall accrue at a rate per annum equal to the Applicable Letter Rate applicable to interest on Syndicated Eurocurrency Loans (or, the case of Credit Fee Rate for Documentary Letters of Credit, 50% of such Revolving Lender Applicable Rate) on the average daily amount of such Revolving Lender’s LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the Sixth Restatement 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 Lender ceases to have any LC Exposure, and (ii) to the each Issuing Lender a fronting fee, which shall accrue at the rate or rates per annum separately agreed upon between the Borrower and the such Issuing Lender on the average daily amount of the LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) in respect of Letters of Credit issued by such Issuing Lender during the period from and including the Sixth Restatement Effective Date to but excluding the later of the date of termination of all of the Revolving Commitments and the date on which there ceases to be any LC Exposure, as well as the such Issuing Lender’s standard fees with respect to the administration, issuance, amendment, renewal or extension of any Letter of Credit or processing of drawings thereunder. Participation fees and fronting fees accrued through and including each Quarterly Date shall be payable on the third Business Day following such Quarterly Date, commencing on the first such date to occur after the Sixth Restatement Effective Date; provided that all such fees shall be payable on the date on which the Revolving Commitments of the Revolving Lenders, 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 the any Issuing Lender 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).

Letter of Credit Fees. The Borrower agrees Borrowers, jointly and severally, agree to pay (i) to the Administrative Agent for the account of each Revolving Lender a participation fee (an “LC Participation Fee”) with respect to its participations in Letters of Credit, which shall accrue at a rate per annum equal to the Applicable Letter of Credit Fee Rate for such Margin used in determining the interest rate applicable to Eurocurrency Revolving Lender Loans on the average daily amount of such Revolving Lender’s LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) Applicable Percentage of the undrawn amount of each outstanding Letter of Credit during the period from and including the Sixth Restatement Effective Closing 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 each Issuing Lender Bank, a fronting feefee (an “LC Fronting Fee”), which shall accrue at the rate or rates of 0.125% per annum separately agreed upon between the Borrower and the Issuing Lender on the average daily undrawn amount of the LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) each outstanding Letter of Credit issued by such Issuing Bank during the period from and including the Sixth Restatement Effective Closing Date to but excluding the later of the date of termination of all of the Revolving Commitments and the date on which there ceases to be any LC Exposurethe last of such Letters of Credit expires, terminates or is drawn in full, as well as the such Issuing LenderBank’s standard fees (“Issuing Bank Fees”) with respect to the issuance, amendment, renewal or extension of any Letter of Credit or processing of drawings thereunder. LC Participation fees Fees and fronting fees LC Fronting Fees accrued through and including the last day of March, June, September and December of each Quarterly Date year shall be payable on the third Business Day following such Quarterly Datelast day, commencing on the first such date to occur after the Sixth Restatement Effective Closing Date; provided that all such fees shall be payable on the date on which the Revolving Commitments of the Revolving Lenders, 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 the any Issuing Lender Bank pursuant to this paragraph shall be payable within 10 days after demand. All participation fees LC Participation Fees and fronting fees LC 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).

Letter of Credit Fees. The Borrower agrees to pay (i) to the Administrative Agent for the account of each Revolving Lender a participation fee with respect to its participations in Letters of CreditCredit of each Class, which shall accrue at a rate per annum equal to the Applicable Margin applicable to interest on Term Benchmark Loans (or, if such Letter of Credit Fee Rate for such Revolving Lender is denominated in Sterling or Swiss Francs, RFR Loans) on the average daily amount of such Revolving Lender’s LC Exposure of such Class (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 of such Class terminates and the date on which such Lender ceases to have any LC Exposure of such Class, and (ii) to each Issuing Bank a fronting fee, which shall accrue at the rate of 0.25% per annum on the average daily amount of such Issuing Bank’s LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the Sixth Restatement 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 Lender ceases to have any LC Exposure, and (ii) to the Issuing Lender a fronting fee, which shall accrue at the rate or rates per annum separately agreed upon between the Borrower and the Issuing Lender 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 Sixth Restatement Effective Date to but excluding the later of the date of termination of all of the Revolving Commitments and the date on which there ceases to be any LC Exposure, as well as the each Issuing LenderBank’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 each Quarterly Date shall be payable on the third Business Day following such Quarterly Date, commencing on the first such date to occur after the Sixth Restatement Effective Date; provided that all such fees with respect to the Letters of Credit shall be payable on the date on which Termination Date and the Revolving Commitments of the Revolving Lenders, terminate and Borrower shall pay any such fees accruing that have accrued and that are unpaid on such date and, in the event any Letters of Credit shall be outstanding that have expiration dates after the Termination Date, the Borrower shall prepay on the Termination Date the full amount of the participation and fronting fees that will accrue on such Letters of Credit subsequent to the Termination Date through but not including the date such outstanding Letters of Credit are scheduled to expire (and, in that connection, the Lenders agree not later than the date two (2) Business Days after the date on upon which the last such Revolving Commitments terminate Letter of Credit shall expire or be payable on demandterminated to rebate to the Borrower the excess, if any, of the aggregate participation and fronting fees that have been prepaid by the Borrower over the sum of the amount of such fees that ultimately accrue through the date of such expiration or termination and the aggregate amount of all other unpaid obligations hereunder at such time). Any other fees payable to the an Issuing Lender 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).

Letter of Credit Fees. The Borrower agrees to pay (i) to the Administrative Agent for the account of each Revolving Lender a participation fee with respect to its participations in Letters of Credit, which shall accrue at a rate per annum equal to the Applicable Margin applicable to interest on Term Benchmark Loans (or, if such Letter of Credit Fee Rate for such Revolving Lender is denominated in GBP or CHF, RFR Loans) on the average daily maximum amount of such Revolving Lender’s LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the Sixth Restatement Effective Date to but excluding the later of the date on which such Revolving Lender’s Revolving Commitment of the applicable Class terminates and the date on which such Lender ceases to have any LC ExposureExposure of such Class, and (ii) to the each Issuing Lender Bank a fronting fee, which shall accrue at the rate or rates of 0.25% per annum separately agreed upon between the Borrower and the Issuing Lender on the average daily maximum amount of the LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) applicable to Letters of Credit issued by such Issuing Bank during the period from and including the Sixth Restatement Effective Date to but excluding the later of the date of termination of all of the Revolving Commitments and the date on which there ceases to be any LC Exposure, as well as the each Issuing LenderBank’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 each Quarterly Date shall be payable in arrears on the third sixth (6th) Business Day following such Quarterly Date, commencing on the first such date to occur after the Sixth Restatement Effective DateDecember 31, 2022; provided that that, all such fees with respect to the Letters of Credit shall be payable on the date on which the Revolving Commitments of the Revolving Lendersapplicable Class terminate (the “termination date”), terminate and the Borrower shall pay any such fees accruing that have accrued and that are unpaid on the termination date and, in the event any Letters of Credit shall be outstanding that have expiration dates after the termination date, the Borrower shall prepay on the termination date the full amount of the participation and fronting fees that will accrue on such Letters of Credit subsequent to the termination date through but not including the date such outstanding Letters of Credit are scheduled to expire (and in that connection, the Lenders agree not later than the date two (2) Business Days after the date on upon which the last such Revolving Commitments terminate Letter of Credit shall expire or be payable on demandterminated to rebate to the Borrower the excess, if any, of the aggregate participation and fronting fees that have been prepaid by the Borrower over the amount of such fees that ultimately accrue through the date of such expiration or termination). Any other fees payable to the Issuing Lender Banks pursuant to this paragraph shall be payable within 10 days ten (10) Business 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).

Letter of Credit Fees. The Borrower agrees to pay (i) to the Administrative Agent for the account of each Revolving Syndicated Lender a participation fee with respect to its participations in Letters of CreditCredit of each Class, which shall accrue at a the rate per annum equal to the Applicable Letter of Credit Fee Rate for such Revolving Lender Margin applicable to Term SOFR Loans on the average daily amount of such Revolving Syndicated Lender’s LC Exposure of such Class (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the Sixth Restatement Effective Date to but excluding the later of the date on which such Revolving Syndicated Lender’s Revolving Commitment of such Class terminates and the date on which such Syndicated Lender ceases to have any LC ExposureExposure of such Class, and (ii) to the Issuing Lender Bank a fronting fee, which shall accrue at the rate or rates of 0.125% per annum separately agreed upon between the Borrower and the Issuing Lender 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 Sixth Restatement Effective Date to but excluding the later of the date of termination of all of the Revolving Commitments and the date on which there ceases to be any LC Exposure, as well as the Issuing LenderBank’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 fees will accrue under this Section 2.11(b) on any Defaulting Lender’s portion of a Letter of Credit that the Borrower has Cash Collateralized the obligations thereunder pursuant to Section 2.19(a). Participation fees and fronting fees accrued through and including each Quarterly Date shall be payable on the third Business Day following such Quarterly Date, commencing on the first such date to occur after the Sixth Restatement Effective Date; provided that all such fees with respect to the Letters of Credit of a Class shall be payable on the date on which the Revolving Commitments of the Revolving Lenders, such 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 the Issuing Lender 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).

Letter of Credit Fees. The Borrower agrees to pay (i) to the Administrative Agent for the account of each Revolving Multicurrency Lender a participation fee with respect to its participations in Letters of Credit, which shall accrue at a rate per annum equal to the Applicable Letter of Credit Fee Rate for such Revolving Lender Margin applicable to interest on Eurocurrency Loans on the average daily amount of such Revolving Lender’s LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the Sixth Restatement Effective Date to but excluding the later of the date on which such Revolving Lender’s Revolving Multicurrency Commitment terminates and the date on which such Lender ceases to have any LC Exposure, and (ii) to the each Issuing Lender Bank a fronting fee, which shall accrue at the rate or rates of 0.25% per annum separately agreed upon between the Borrower and the Issuing Lender on the average daily amount of the LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) applicable to Letters of Credit issued by such Issuing Bank during the period from and including the Sixth Restatement Effective Date to but excluding the later of the date of termination of all of the Revolving Commitments and the date on which there ceases to be any LC Exposure, as well as the each Issuing LenderBank’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 each Quarterly Date shall be payable on the third Business Day following such Quarterly Date, commencing on the first such date to occur after the Sixth Restatement Effective Date; provided that that, all such fees with respect to the Letters of Credit shall be payable on the date on which the Revolving Multicurrency Commitments of terminate (the Revolving Lenders“termination date”), terminate and the Borrower shall pay any such fees accruing that have accrued and that are unpaid on the termination date and, in the event any Letters of Credit shall be outstanding that have expiration dates after the termination date, the Borrower shall prepay on the termination date the full amount of the participation and fronting fees that will accrue on such Letters of Credit subsequent to the termination date through but not including the date such outstanding Letters of Credit are scheduled to expire (and in that connection, the Multicurrency Lenders agree not later than the date two Business Days after the date on upon which the last such Revolving Commitments terminate Letter of Credit shall expire or be payable on demandterminated to rebate to the Borrower the excess, if any, of the aggregate participation and fronting fees that have been prepaid by the Borrower over the amount of such fees that ultimately accrue through the date of such expiration or termination). Any other fees payable to the Issuing Lender Banks 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).

Letter of Credit Fees. The Borrower agrees to pay (i) to the Administrative Agent for the account of each Revolving Lender a participation fee with respect to its participations in Letters of CreditCredit of each Class, which shall accrue at a rate per annum equal to the Applicable Margin applicable to interest on Term Benchmark Loans (or, if such 767537780768227557 Letter of Credit Fee Rate for such Revolving Lender is denominated in Sterling, RFR Loans), on the average daily amount of such Lender’s LC Exposure of such Class (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 Revolving Lender’s Commitment of such Class terminates and the date on which such Revolving Lender ceases to have any LC Exposure of such Class, and (ii) to each Issuing Bank a fronting fee, which shall accrue at the rate of 0.25% per annum on the average daily amount of such Issuing Bank’s LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the Sixth Restatement 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 Lender ceases to have any LC Exposure, and (ii) to the Issuing Lender a fronting fee, which shall accrue at the rate or rates per annum separately agreed upon between the Borrower and the Issuing Lender 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 Sixth Restatement Effective Date to but excluding the later of the date of termination of all of the Revolving Commitments and the date on which there ceases to be any LC Exposure, as well as the each Issuing LenderBank’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 each Quarterly Date shall be payable on the third fifth Business Day following such Quarterly Date, commencing on the first such date to occur after the Sixth Restatement Effective Date; provided that all such fees with respect to the Letters of Credit shall be payable on the date on which Termination Date and the Revolving Commitments of the Revolving Lenders, terminate and Borrower shall pay any such fees accruing that have accrued and that are unpaid on the Termination Date and, in the event any Letters of Credit shall be outstanding that have expiration dates after the Termination Date, the Borrower shall prepay on the Termination Date the full amount of the participation and fronting fees that will accrue on such Letters of Credit subsequent to the Termination Date through but not including the date on which such Revolving Commitments terminate shall be payable on demandoutstanding Letters of Credit are scheduled to expire. Any other fees payable to the an Issuing Lender Bank pursuant to this paragraph shall be payable within 10 days Business 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).

Letter of Credit Fees. The Borrower agrees to pay (i) to the Administrative Agent for the account of each Revolving Lender a participation fee with respect to its participations in Letters of Credit, which shall accrue at a rate per annum equal to the Applicable Margin applicable to interest on Term Benchmark Loans (or, if such Letter of Credit Fee Rate for such Revolving Lender is denominated in GBP, CAD or CHF, RFR Loans) on the average daily maximum amount of such Revolving Lender’s LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the Sixth Restatement Effective Date to but excluding the later of the date on which such Revolving Lender’s Revolving Commitment of the applicable Class terminates and the date on which such Lender ceases to have any LC ExposureExposure of such Class, and (ii) to the each Issuing Lender Bank a fronting fee, which shall accrue at the rate or rates of 0.25% per annum separately agreed upon between the Borrower and the Issuing Lender on the average daily maximum amount of the LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) applicable to Letters of Credit issued by such Issuing Bank during the period from and including the Sixth Restatement Effective Date to but excluding the later of the date of termination of all of the Revolving Commitments and the date on which there ceases to be any LC Exposure, as well as the each Issuing LenderBank’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 each Quarterly Date shall be payable in arrears on the third sixth (6th) Business Day following such Quarterly Date, commencing on the first such date to occur after the Sixth Restatement Effective DateSeptember 30, 2022; provided that that, all such fees with respect to the Letters of Credit shall be payable on the date on which the Revolving Commitments of the Revolving Lendersapplicable Class terminate (the “termination date”), terminate and the Borrower shall pay any such fees accruing that have accrued and that are unpaid on the termination date and, in the event any Letters of Credit shall be outstanding that have expiration dates after the termination date, the Borrower shall prepay on the termination date the full amount of the participation and fronting fees that will accrue on such Letters of Credit subsequent to the termination date through but not including the date such outstanding Letters of Credit are scheduled to expire (and in that connection, the Lenders agree not later than the date two (2) Business Days after the date on upon which the last such Revolving Commitments terminate Letter of Credit shall expire or be payable on demandterminated to rebate to the Borrower the excess, if any, of the aggregate participation and fronting fees that have been prepaid by the Borrower over the amount of such fees that ultimately accrue through the date of such expiration or termination). Any other fees payable to the Issuing Lender Banks pursuant to this paragraph shall be payable within 10 days ten (10) Business 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).

Letter of Credit Fees. The Borrower agrees to pay (i) to the Administrative Agent for the account of each Revolving Lender a participation fee with respect to its participations in Letters of Credit, which shall accrue at a rate per annum equal to the Applicable Margin applicable to interest on Term Benchmark Loans (or, if such Letter of Credit Fee Rate for such Revolving Lender is denominated in GBP, CAD or CHF, RFR Loans) on the average daily maximum amount of such Revolving Lender’s LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the Sixth Restatement Effective Date to but excluding the later of the date on which such Revolving Lender’s Revolving Commitment of the applicable Class terminates and the date on which such Lender ceases to have any LC ExposureExposure of such Class, and (ii) to the each Issuing Lender Bank a fronting fee, which shall accrue at the rate or rates of 0.25% per annum separately agreed upon between the Borrower and the Issuing Lender on the average daily maximum amount of the LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) applicable to Letters of Credit issued by such Issuing Bank during the period from and including the Sixth Restatement Effective Date to but excluding the later of the date of termination of all of the Revolving Commitments and the date on which there ceases to be any LC Exposure, as well as the each Issuing LenderBank’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 each Quarterly Date shall be payable in arrears on the third sixth (6th) Business Day following such Quarterly Date, commencing on the first such date to occur after the Sixth Restatement Effective DateSeptember 30, 2022; provided that that, all such fees with respect to the Letters of Credit shall be payable on the date on which the Revolving Commitments of the Revolving Lendersapplicable Class terminate (the “termination date”), terminate and the Borrower shall pay any such fees accruing that have accrued and that are unpaid on the termination date and, in the event any Letters of Credit shall be outstanding that have expiration dates after the termination date, the Borrower shall prepay on the termination date the full amount of the participation and fronting fees that will accrue on such Letters of Credit subsequent to the termination date through but not including the date such outstanding Letters of Credit are scheduled to expire (and in that connection, the Lenders agree not later than the date two (2) Business Days after the date on upon which the last such Revolving Commitments terminate Letter of Credit shall expire or be payable on demandterminated to rebate to the Borrower the excess, if any, of the aggregate participation and fronting fees that have been prepaid by the Borrower over the amount of such fees that ultimately accrue through the date of such expiration or termination). Any other fees payable to the Issuing Lender Banks pursuant to this paragraph shall be payable within 10 days ten (10) Business 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).

Letter of Credit Fees. The Borrower agrees to pay (i) to the Administrative Agent for the account of each Revolving Lender a participation fee with respect to its participations in Letters of CreditCredit of each Class of Revolving Credit Commitments, which shall accrue at a rate per annum equal to the Applicable Margin applicable to interest on Term Benchmark Loans (or, if such Letter of Credit Fee Rate for such Revolving Lender is denominated in Sterling, RFR Loans) on the average daily undrawn amount of such Revolving Lender’s LC Exposure of such Class (excluding any portion thereof attributable to unreimbursed LC Disbursements) ), following receipt of an invoice from the Administrative Agent, during the period from and including the Sixth Restatement Effective Date to but excluding the later of the date on which such Revolving Lender’s Revolving Credit Commitment of such Class terminates and the date on which such Revolving Lender ceases to have any LC ExposureExposure of such Class, and (ii) to the each Issuing Lender Bank a fronting fee, which shall accrue at the rate or rates equal to 0.25% per annum separately agreed upon between the Borrower and the Issuing Lender on the average daily undrawn amount of the such Issuing Bank’s LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) applicable to Letters of Credit issued by such Issuing Bank during the period from and including the Sixth Restatement Effective Date to but excluding the later of the date of termination of all of the Revolving Credit Commitments and the date on which there ceases to be any LC Exposure, as well as the each Issuing LenderBank’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 each Quarterly Date shall be payable in arrears on the third (3rd) Business Day following such Quarterly Date, commencing on the first such date to occur after the Sixth Restatement Effective Date; provided that that, all such fees with respect to the Letters of Credit shall be payable on the date on which Termination Date and the Revolving Commitments of the Revolving Lenders, terminate and Borrower shall pay any such fees accruing that have accrued and that are unpaid on the Termination Date and, in the event any Letters of Credit shall be outstanding that have expiration dates after the Termination Date, the Borrower shall prepay on the Termination Date the full amount of the participation and fronting fees that will accrue on such Letters of Credit subsequent to the Termination Date through but not including the date such outstanding Letters of Credit are scheduled to expire (and, in that connection, the Lenders agree not later than the date five (5) Business Days after the date on upon which the last such Revolving Commitments terminate Letter of Credit shall expire or be payable on demandterminated to rebate to the Borrower the excess, if any, of the aggregate participation and fronting fees that have been prepaid by the Borrower over the sum of the amount of such fees that ultimately accrue through the date of such expiration or termination and the aggregate amount of all other unpaid obligations hereunder at such time). Any other fees payable to the an Issuing Lender Bank pursuant to this paragraph (b) shall be payable within 10 days ten (10) Business 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).. Any fees representing the Borrower’s reimbursement obligations of expenses, to the extent the requirements of an invoice 99 Revolving Credit and Term Loan Agreement

Letter of Credit Fees. The Borrower agrees to pay (i) to the Administrative Agent for the account of each Revolving Lender a participation fee with respect to its participations in Letters of Credit, which shall accrue at a rate per annum equal to the Applicable Letter of Credit Fee Rate for such Revolving Lender applicable to interest on Term SOFR Loans on the average daily amount of such Revolving Lender’s LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the Sixth Third Restatement 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 Lender Lenders a fronting fee, which shall accrue at the rate or rates of 0.125% per annum separately agreed upon between the Borrower and the Issuing Lender on the average daily amount of the Aggregate LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the Sixth Third Restatement Effective Date to but excluding the later of the date of termination of all of the Revolving Commitments and the date on which there ceases to be any LC ExposureObligations (provided that such fronting fee shall in no event be less than $250 per annum for each Letter of Credit), as well as the each Issuing Lender’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 each Quarterly Date shall be payable on the third Business Day following such Quarterly Date, commencing on the first such date to occur after the Sixth Fourth Restatement Effective Date, and, with respect to accrued and unpaid fronting fees and participation fees up to but excluding the Fifth Restatement Effective Date, the Fifth Restatement Effective Date; provided that all such fees shall be payable in respect of any Revolving Commitments on the date on which the such Revolving Commitments of the Revolving Lenders, terminate and any such fees accruing in respect of such Revolving Commitments after the date on which such Revolving Commitments terminate shall be payable on demand. Any other fees payable to the any Issuing Lender 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).

Letter of Credit Fees. The Borrower agrees to pay (i) to the Administrative Agent for the account of each Revolving Lender a participation fee with respect to its participations in Letters of Credit (including the CHEL Letters of Credit), which shall accrue at a rate per annum equal to the Applicable Letter of Credit Fee Rate for such Revolving Lender Margin applicable to interest on Eurodollar Loans on the average daily amount of such Revolving Lender’s 's LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the Sixth Restatement Effective Date to but excluding the later of the date on which such Revolving Lender’s Revolving 's Commitment terminates and the date on which such Lender ceases to have any LC Exposure, and (ii) to the each Issuing Lender for its own account a fronting feefee in respect of each Letter of Credit issued by it, which shall accrue at the rate or rates per annum separately annum, as mutually agreed upon between the Borrower and the such Issuing Lender Lender, on the average daily amount of the aggregate undrawn amount of such Letter of Credit plus the aggregate amount of all LC Exposure (excluding any portion Disbursements in respect thereof attributable to unreimbursed LC Disbursements) that have not yet been reimbursed by or on behalf of the Borrower during the period from and including the Sixth Restatement Effective Date to but excluding the later of the date of termination of all of the Revolving Commitments and the date on which there ceases to be any LC Exposureexposure with respect to such Letter of Credit, as well as the such Issuing Lender’s '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 each Quarterly Date shall be payable in arrears on the third Business Day following such Quarterly Date, commencing on the first such date to occur after the Sixth Restatement Effective Date; provided that all such fees shall be payable on the date on which the Revolving Commitments of the Revolving Lenders, 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 the any Issuing Lender pursuant to this paragraph shall be payable within 10 days three Business 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).

Letter of Credit Fees. The Borrower Company agrees to pay with respect to Letters of Credit outstanding hereunder the following fees: (i) to the Administrative Agent for the account of each Revolving Credit Lender a participation fee with respect to its participations in Letters of Credit, which shall accrue at a rate per annum equal to the Applicable Letter of Rate used in determining interest on Term Benchmark Revolving Credit Fee Rate for such Revolving Lender Loans on the average daily amount of such Revolving Lender’s LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the Sixth Restatement Effective Date to but excluding the later of the date on which such Revolving LenderXxxxxx’s Revolving Credit Commitment terminates and the date on which such Lender ceases to have there shall no longer be any LC ExposureLetters of Credit outstanding hereunder, and and (ii) to the Issuing Lender of each Letter of Credit (x) a fronting fee, which shall accrue at the rate or rates of 1/8 of 1.0% per annum separately agreed upon between the Borrower and the Issuing Lender on the average daily stated amount of the LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) Letters of Credit issued by such Issuing Lender during the period from and including the Sixth Restatement Effective Date to but excluding the later of the date of termination of all of the Revolving Credit Commitments and the date on which there ceases to shall no longer be any LC ExposureLetters of Credit of such Issuing Lender outstanding hereunder, as well as the and (y) such Issuing Lender’s standard fees with respect to the issuance, amendment, renewal or extension of any Letter of Credit or processing of drawings thereunder. Participation Accrued participation fees and fronting fees accrued through and including shall be payable in arrears on the third day following each Quarterly Date shall be payable and on the third Business Day following such Quarterly Datedate the Revolving Credit Commitments terminate in full and no Letters of Credit are outstanding hereunder, commencing on the first such date to occur after the Sixth Restatement Effective Date; , provided that all such fees shall be payable on the date on which the Revolving Commitments of the Revolving Lenders, terminate and any such fees accruing after the date on which such the Revolving Credit Commitments terminate in full shall be payable on demand. Any other fees payable to the Issuing Lender 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). Accrued participation and fronting fees that are unpaid as of the Restatement Effective Date shall be payable on the Restatement Effective Date.

Letter of Credit Fees. The Each Borrower that is an account party in respect of any Letter of Credit agrees to pay (i) to the Administrative Agent for the account of each Revolving Lender a participation fee with respect to its such Lender’s participations in Letters each such Letter of Credit, which shall accrue at a rate per annum equal to the Applicable Letter of Credit Fee Rate for such Revolving Lender applicable to interest on Eurocurrency Loans on the average daily amount of such Revolving Lender’s LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the Sixth Restatement 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 Lender ceases to have any LC Exposure, and (ii) to the Issuing Lender a fronting fee, which shall accrue at the rate or rates of 0.125% per annum separately agreed upon between the Borrower and the Issuing Lender 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 Sixth Restatement Effective Date to but excluding the later of the date of termination of all of the Revolving Commitments and the date on which there ceases to be any LC Exposure, as well as the Issuing Lender’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 each Quarterly Date shall be payable on the third Business Day following such Quarterly Date, commencing on the first such date to occur after the Sixth Restatement Effective Date; provided that all such fees shall be payable on the date on which the Revolving Commitments of the Revolving Lenders, 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 the Issuing Lender 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). Participation fees and fronting fees in respect of Letters of Credit denominated in Dollars shall be paid in Dollars, and participation fees and fronting fees in respect of Letters of Credit denominated in a Foreign Currency shall be paid in such Foreign Currency.

Letter of Credit Fees. The Borrower agrees to pay (i) to the Administrative Agent for the account of each Revolving Lender a participation fee with respect to its participations in Letters of Credit, which shall accrue at a the same Applicable Margin used to determine the interest rate per annum equal applicable to the Applicable Letter of Credit Fee Rate for such Revolving Lender Eurodollar Borrowings on the average daily amount of such Revolving Lender’s LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the Sixth Restatement Effective Closing Date to but excluding the later of the date on which such Revolving Lender’s Revolving Commitment terminates Termination Date and the date on which such Lender ceases to have any LC Exposure, and (ii) to the each Issuing Lender Bank a fronting fee, which shall accrue at the a rate or rates equal to 0.125% per annum separately agreed upon between the Borrower and the Issuing Lender on the average daily amount of the LC Exposure arising from or related to Letters of Credit issued by it (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the Sixth Restatement Effective Closing Date to but excluding the later of the date of termination of all of the Revolving Commitments Commitment Termination Date and the date on which there ceases to be any LC Exposure, as well as the such Issuing LenderBank’s reasonable standard administrative fees with respect to the issuance, amendment, renewal or extension of any Letter of Credit or processing of drawings thereunder; provided that notwithstanding the foregoing no fronting fees shall be payable so long as JPMorgan Chase Bank, N.A., or any of its Affiliates are the only Lenders under this Agreement. Participation fees and fronting fees accrued through and including each Quarterly Date shall be payable on the third last Business Day following such Quarterly Dateof March, June, September and December of each year, commencing on the first such date to occur after the Sixth Restatement Effective DateSeptember 30, 2014; provided that all such fees shall be payable on the date on which the Revolving Commitments of the Revolving Lenders, terminate Commitment Termination Date and any such fees accruing after the date on which such Revolving Commitments terminate Commitment Termination Date shall be payable on demand. Any other fees payable to the any Issuing Lender 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).

Letter of Credit Fees. The Borrower agrees to pay with respect to Letters of Credit outstanding hereunder the following fees: (i) to the Administrative Agent for the account of each Revolving Credit Lender a participation fee with respect to its participations in Letters of Credit, which shall accrue at a rate per annum equal to the Applicable Letter of Rate used in determining interest on Revolving Credit Fee Rate for such Revolving Lender Eurodollar Loans on the average daily amount of such Revolving Lender’s 's LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the Sixth Restatement Effective Date to but excluding the later of the date on which such Lender's Revolving Lender’s Revolving Credit Commitment terminates and the date on which such Lender ceases to have there shall no longer be any LC ExposureLetters of Credit outstanding hereunder, and and (ii) to the Issuing Lender (x) a fronting fee, which shall accrue at the rate or rates of 3/16 of 1% per annum separately agreed upon between the Borrower and the Issuing Lender on the average daily amount of the LC Exposure of the Issuing Lender (determined for these purposes without giving effect to the participations therein of the Revolving Credit Lenders pursuant to paragraph (d) of Section 2.04, and excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the Sixth Restatement Effective Date to but excluding the later of the date of termination of all of the Revolving Credit Commitments and the date on which there ceases to shall no longer be any LC ExposureLetters of Credit of the Issuing Lender outstanding hereunder, as well as and (y) the Issuing Lender’s 's standard fees with respect to the issuance, amendment, renewal or extension of any Letter of Credit or processing of drawings thereunder. Participation Accrued participation fees and fronting fees accrued through and including shall be payable in arrears on the third day following each Quarterly Date shall be payable and on the third Business Day following such Quarterly Datedate the Revolving Credit Commitments terminate, commencing on the first such date to occur after the Sixth Restatement Effective Date; date hereof, provided that all such fees shall be payable on the date on which the Revolving Commitments of the Revolving Lenders, terminate and any such fees accruing after the date on which such the Revolving Credit Commitments terminate shall be payable on demand. Any other fees payable to the Issuing Lender 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).

Letter of Credit Fees. The Borrower agrees to pay (i) to the Administrative Agent for the account of each Revolving Credit Lender a participation fee with respect to the portion of the LC Exposure of such Revolving Credit Lender attributable to its participations in Letters Revolving Credit Commitments of Creditany Tranche, which shall accrue at a rate per annum equal to the Applicable Letter Rate applicable to interest on Syndicated Eurocurrency Revolving Credit Loans of Credit Fee Rate for such Revolving Lender Tranche on the average daily amount of such Revolving Credit Lender’s LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the Sixth Restatement Effective Date to but excluding the later of the date on which such Revolving Credit Lender’s Revolving Credit Commitment of such Tranche terminates and the date on which such Revolving Credit Lender ceases to have any LC Exposure, and (ii) to the respective Issuing Lender a fronting fee, which shall accrue at the rate or rates per annum separately agreed upon between the Borrower and the such Issuing Lender on the average daily amount of the LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) in respect of Letters of Credit issued by such Issuing Lender during the period from and including the Sixth Restatement Effective Date to but excluding the later of the date of termination of all of the Revolving Credit Commitments and the date on which there ceases to be any LC Exposure, as well as the such Issuing Lender’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 each Quarterly Date shall be payable quarterly in arrears on the third Business Day following such applicable Quarterly Date, commencing on the first such date to occur after the Sixth Restatement Effective Date; provided that all such fees attributable to Revolving Credit Commitments of any Tranche shall be payable on the date on which the such Revolving Credit Commitments of the Revolving Lenders, terminate and any such fees accruing after the date on which such Revolving Credit Commitments terminate shall be payable on demand. Any other fees payable to the any Issuing Lender 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. Section 2.12 of the Credit Agreement shall be amended by inserting a new paragraph (e) at the end thereof to read as follows:

Letter of Credit Fees. The Borrower Company agrees to pay (i) to the Administrative Agent for the account of each Revolving Credit Lender a participation fee with respect to its participations in Letters of Credit, which shall accrue at a the same Applicable Rate used to determine the interest rate per annum equal to the Applicable Letter of on Term Benchmark Revolving Credit Fee Rate for such Revolving Lender Loans on the average daily amount of such Revolving Credit Lender’s LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the Sixth Third Restatement Effective Date to but excluding the later of the date on which such the Revolving Lender’s Revolving Commitment terminates Credit Commitments terminate and the date on which such Lender there ceases to have be any LC Exposure, and (ii) to the applicable Issuing Lender a fronting fee, which shall accrue at the rate or rates of 0.125% per annum separately agreed upon between the Borrower and the Issuing Lender on the average daily amount of the total LC Exposure Exposures in respect of Letters of Credit issued by such Issuing Lender (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the Sixth Third Restatement Effective Date to but excluding the later of the date of termination of all of the Revolving Credit Commitments terminate and the date on which there ceases to be any LC ExposureExposure in respect of Letters of Credit issued by such Issuing Lender, as well as the such Issuing Lender’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 Quarterly Date of March, June, September and December shall be payable on the third Business Day fifteenth day following such Quarterly Datelast day, commencing on the first such date to occur after the Sixth Third Restatement Effective Date; provided that all such fees shall be payable on the date on which the Revolving Credit Commitments of the Revolving Lenders, terminate and any such fees accruing after the date on which such the Revolving Credit Commitments terminate shall be payable on demand. Any other fees payable to the Issuing Lender Lenders 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).

Letter of Credit Fees. The Borrower agrees to pay (i) to the Administrative Agent for the account of each Revolving Lender a participation fee with respect to its participations in Letters of Credit, which shall accrue at a rate per annum equal to the Applicable Letter Rate applicable to interest on Syndicated Term SOFR Loans (or, the case of Credit Fee Rate for Documentary Letters of Credit, 50% of such Revolving Lender Applicable Rate) on the average daily amount of such Revolving Lender’s LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the Sixth Restatement 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 Lender ceases to have any LC Exposure, and (ii) to the each Issuing Lender a fronting fee, which shall accrue at the rate or rates per annum separately agreed upon between the Borrower and the such Issuing Lender on the average daily amount of the LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) in respect of Letters of Credit issued by such Issuing Lender during the period from and including the Sixth Restatement Effective Date to but excluding the later of the date of termination of all of the Revolving Commitments and the date on which there ceases to be any such LC Exposure, as well as the such Issuing Lender’s standard fees with respect to the administration, issuance, amendment, renewal amendment or extension of any Letter of Credit or processing of drawings thereunder. Participation fees and fronting fees accrued through and including each Quarterly Date shall be payable on the third 15th Business Day following such Quarterly Date, commencing on the first such date to occur after the Sixth Restatement Effective Date; provided that all such fees shall be payable on the date on which the Revolving Commitments of the Revolving Lenders, 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 the any Issuing Lender 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).