Fronting Fees. The Borrower also agrees to pay directly to the Issuing Bank, for its own account, a fronting fee equal to # 0.125% per annum, times # the average aggregate daily maximum amount available to be drawn under all Letters of Credit (determined as of the close of business on any date of determination). Accrued fronting fees shall be payable in arrears # on the last Business Day of March, June, September and December of each year, commencing on the first such date to occur after the Closing Date, and # on the date on which the Revolving Commitment terminates. 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).

Business Day following demand therefor. Any other fees payable to any Issuing Bank pursuant to this paragraph shall be payable within 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). 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 Dollars in the Dollar Amount thereof.

“Letter of Credit Fronting Fees”: as defined in [Section 3.3(a)].

Fronting Fee and Documentary and Processing Charges Payable to L/C Issuers. The Borrowers shall pay directly to each L/C Issuer for its own account a fronting fee and other fees and charges for each Letter of Credit as mutually agreed to in writing by the Borrowers and each L/C Issuer.

Fees. In accordance with [Section 10.04] of the Credit Agreement, payment by Borrower of the expenses of Administrative Agent in connection with this Amendment and the transactions contemplated hereby to the extent invoiced, including without limitation the reasonable fees and disbursements through the Effective Date of Administrative Agent’s special counsel, Haynes and Boone, LLP.

Fees. The Company shall reimburse the lead Buyer a non-accountable fee of ​ for all costs and expenses incurred by it or its affiliates in connection with the structuring, documentation, negotiation and closing of the transactions contemplated by the Transaction Documents (including, without limitation, as applicable, all reasonable legal fees of outside counsel and disbursements of ​, LLP, counsel to the lead Buyer, any other reasonable fees and expenses in connection with the structuring, documentation, negotiation and closing of the transactions contemplated by the Transaction Documents and due diligence and regulatory filings in connection therewith) (the “Transaction Expenses”) and shall be withheld by the lead Buyer from its Purchase Price at the Closing; provided, that the Company shall promptly reimburse ​, LLP on demand for all Transaction Expenses not so reimbursed through such withholding at the Closing. In addition to the Transaction Expenses, the Company shall be responsible for the payment of any placement agent’s fees, financial advisory fees, transfer agent fees, DTC fees or broker’s commissions (other than for Persons engaged by any Buyer) relating to or arising out of the transactions contemplated hereby. The Company shall pay, and hold each Buyer harmless against, any liability, loss or expense (including, without limitation, reasonable attorneys’ fees and out-of-pocket expenses) arising in connection with any claim relating to any such payment. Except as otherwise set forth in the Transaction Documents, each party to this Agreement shall bear its own expenses in connection with the sale of the Securities to the Buyers.

Fees. (a) The Borrower agrees to pay to the Administrative Agent, for the account of each Revolving Lender, for each day:

Fees. ​ shall pay in immediately available funds to ​ all fees, including without limitation, the Warehouse Fees, as and when required hereunder. All such payments shall be made in Dollars, in immediately available funds, without deduction, set-off or counterclaim, to ​ at such account designated by ​. Without limiting the generality of the foregoing or any other provision of this Agreement, ​ may withdraw and retain from the Warehouse Accounts and Operating Account any Warehouse Fees due and owing to ​.

Fees. As compensation for services rendered with respect to any sale of Shares by the Selling Stockholder, the Selling Stockholder shall pay to the Agent, on the applicable Settlement Date, the Selling Commission for the applicable Shares of the Selling Stockholder sold (including with respect to any suspended or terminated sale pursuant to [Section 3(b)(viii)] but only with respect to Shares actually sold by the Agent) by the Agent deducting the Selling Commission from the applicable Issuance Amount.

Fees. (a) The Borrowers agree to pay to the Administrative Agent, in US Dollars, for the account of each Lender, a commitment fee (a “Commitment Fee”), which shall accrue at the Applicable Rate on the daily unused amount of each Commitment of such Lender, in each case during the period from and including the Restatement Effective Date to but excluding the date on which such Commitment terminates. Commitment Fees accrued through and including the last day of March, June, September and December of each year shall be payable in arrears on the 15th Business Day following such last day, commencing with the first such date to occur after the Restatement Effective Date, and, with respect to the Commitment Fees accrued on Commitments under any Tranche, on the date on which the Commitments under such Tranche shall terminate. All Commitment Fees shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day). For purposes of computing Commitment Fees, a Global Tranche Commitment of a Lender shall be deemed to be used to the extent of the outstanding Global Tranche Revolving Loans and LC Exposure of such Lender (and the Swingline Exposure of such Lender shall be disregarded for such purpose).