Letter of Credit Fees. Subject to the provisions of [Section 2.19(a)(iii)], the Borrower agrees to pay # to the Administrative Agent for account of each Lender a participation fee with respect to its participations in Letters of Credit of each Class of Commitments, which shall accrue at a rate per annum equal to the Applicable Margin applicable to interest on SOFR 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 Original 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 # to the Issuing Bank a fronting fee, which shall accrue at the rate of 0.125% per annum on the average daily amount of the LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the Original Effective Date to but excluding the later of the date of termination of the Commitments and the date on which there ceases to be any LC Exposure, as well as the Issuing Bank’s standard fees 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; provided that # all such fees with respect to the Letters of Credit of a Class shall be payable on the date on which the Commitments of such Class terminate, # any such fees accruing after the date on which such Commitments terminate shall be payable on demand and # without duplication, with respect to any Letter of Credit that expires after the Commitment Termination Date as provided in [Section 2.05(d)], the Borrower shall continue to pay the fronting and other fees specified in [Section 2.11(b)(ii)] above following the Commitment Termination Date for so long as such Letter of Credit remains outstanding. Any other fees payable to the Issuing Bank pursuant to this paragraph shall be payable within 10 days after demand. All participation fees and fronting fees shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day).

Letter of Credit Fees. Subject to the provisions of [Section 2.19(a)(iii)], theThe Borrower agrees to pay # to the Administrative Agent for the account of each Lender a participation fee with respect to its participations in Letters of Credit of each Class of Commitments,Credit, which shall accrue at a rate per annum equal to the Applicable Margin applicable to interest on SOFRTerm Benchmark Loans (or, if such Letter of Credit is denominated in GBP, RFR Loans) on the average daily maximum 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 Original Effective Date to but excluding the later of the date on which such Lender’s Commitment of suchthe applicable Class terminates and the date on which such Lender ceases to have any LC Exposure of such Class, and # to theeach Issuing Bank a fronting fee, which shall accrue at the rate of 0.125%25% per annum 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 Original Effective Date to but excluding the later of the date of termination of the Commitments and the date on which there ceases to be any LC Exposure, as well as theeach Issuing Bank’s standard fees with respect to the issuance, amendment, renewal or extension of any Letter of Credit or processing of drawings thereunder. Participation fees and fronting fees accrued through and including each Quarterly Date shall be payable in arrears on the thirdsixth (6th) Business Day following such Quarterly Date;Date, commencing on ​; provided that #that, all such fees with respect to the Letters of Credit of a Class shall be payable on the date on which the Commitments of suchthe applicable Class terminate, # any such fees accruing after the date on which such Commitments terminate shall be payable on demand and # without duplication, with respect to any Letter of Credit that expires after the Commitment Termination Date as provided in [Section 2.05(d)](the “termination date”), the Borrower shall continuepay 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 pay the fronting and other fees specifiedtermination date through but not including the date such outstanding Letters of Credit are scheduled to expire (and in [Section 2.11(b)(ii)] above followingthat connection, the Commitment Termination Date for so long as​ agree not later than the date two (2) Business Days after the date upon which the last such Letter of Credit remains outstanding.shall expire or be terminated 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 BankBanks pursuant to this paragraph shall be payable within 10 daysten (10) Business Days after demand. All participation fees and fronting fees shall be computed on the basis of a year of 360three 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. Subject to the provisions of [Section 2.19(a)(iii)], theThe Borrower agrees to pay # to the Administrative Agent for account of each Revolving Lender a participation fee with respect to its participations in Letters of Credit of each Class of Commitments,Credit, which shall accrue at a rate per annum equal to the Applicable MarginRate applicable to interest on SOFREurodollar Loans on the average daily amount of such Lender’Lender’s LC Exposure of such Class (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the OriginalFirst Amendment and Restatement Effective Date to but excluding the later of the date on which such Lender’Lender’s Revolving Commitment of such Class terminates and the date on which such Lender ceases to have any LC Exposure of such Class,Exposure, and # to the applicable Issuing Bank a fronting fee, which shall accrue at the rate of 0.125% per annum on the average daily amount of the LC Exposure 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 OriginalFirst Amendment and Restatement Effective Date to but excluding the later of the date of termination of the Commitments and the date on which there ceases to be any LC Exposure, as well as the applicable Issuing Bank’Bank’s standard fees with respect to the issuance, amendment, renewal or extension of any Letter of Credit or processing of drawings thereunder. Participation fees and fronting fees accrued through and including 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 First Amendment and 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 Commitments of such Class terminate, #terminate and any such fees accruing after the date on which suchthe Commitments terminate shall be payable on demand and # without duplication, with respect to any Letter of Credit that expires after the Commitment Termination Date as provided in [Section 2.05(d)], the Borrower shall continue to pay the fronting and other fees specified in [Section 2.11(b)(ii)] above following the Commitment Termination Date for so long as such Letter of Credit remains outstanding.demand. Any other fees payable to the applicable Issuing Bank pursuant to this paragraph shall be payable within 10 days after demand. All participation fees and fronting fees shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day).

The Borrower agrees to pay # to the Administrative Agent for the account of each Lender (other than a Defaulting Lender, subject to [Section 2.20]) a participation fee with respect to its participations in Letters of Credit of each Class of Commitments,Credit, which shall accrue at athe same Applicable Rate used to determine the interest rate per annum equal to the Applicable Margin applicable to interest onEurodollarTerm SOFR 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 Original 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 # to the Issuing Bank a fronting fee, which shall accrue at the rate of 0.125% per annum on the average daily amount of the LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the OriginalEffective Date to but excluding the later of the date on which such Lender’s Commitment terminates and the date on which such Lender ceases to have any LC Exposure, and # to the applicable Issuing Bank a fronting fee, which shall accrue at the rate of 0.25% per annum on the average daily amount of each applicable Letter of Credit (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the Effective Date to but excluding the later of the date of termination of the Commitments and the date on which there ceases to be any LC Exposure, as well as the applicable Issuing Bank’s standard fees with respect to the issuance, amendment, renewal or extension of any Letter of Credit or processing of drawings thereunder. Participation fees and fronting fees accrued through and including the last day of each Quarterly Datecalendar quarter shall be payable on the thirdfirst Business Day of each of each January, April, July and October following such Quarterlylast day, commencing on the first such date to occur after the Effective Date; providedprovided, that # all such fees with respect to the Letters of Credit of a Class shall be payable on the date on which the Commitments of such Class terminate, #terminate and any such fees accruing after the date on which suchthe Commitments terminate shall be payable on demand and # without duplication, with respect to any Letter of Credit that expires after the Commitment Termination Date as provided in [Section 2.05(d)], the Borrower shall continue to pay the fronting and other fees specified in [Section 2.11(b)(ii)] above following the Commitment Termination Date for so long as such Letter of Credit remains outstanding.demand. Any other fees payable to theany Issuing Bank pursuant to this paragraph shall be payable within 10ten (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.

The Borrower agrees to pay # to the Administrative Agent for the account of each Lender in accordance with its Applicable Percentage, a participation fee with respect to its participations in Letters of Credit of each Class of Commitments,Credit, which shall accrue at athe same Applicable Rate used to determine the interest rate per annum equal to the Applicable Margin applicable to interest on SOFREurodollar Loans on the average daily amount of such Lender’Lender’s LC Exposure of such Class (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the Original 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 # to the Issuing Bank a fronting fee, which shall accrue at the rate of 0.125% per annum on the average daily amount of the LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the OriginalEffective Date to but excluding the later of the date on which such Lender’s Commitment terminates and the date on which such Lender ceases to have any LC Exposure, and # to each Issuing Bank, for its own account, a fronting fee with respect to each Letter of Credit issued by such Issuing Bank, which shall accrue at a rate of 0.125% per annum on the average daily amount of the Total 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 Effective Date to but excluding the later of the date of termination of the Aggregate Commitments and the date on which there ceases to be any LC Exposure,Exposure attributable to Letters of Credit issued by such Issuing Bank, as well as thesuch Issuing Bank’Bank’s standard fees and commissions with respect to the issuance, amendment, cancellation, negotiation, transfer, presentment, renewal or extension of any Letter of Credit or processing of drawings thereunder. Participation fees and fronting fees accrued through and including the last day of March, June, September and December of each Quarterly Dateyear shall be payable on the third (3rd) Business Day following such Quarterlylast day, commencing on the first such date to occur after the 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 Aggregate Commitments of such Class terminate, #terminate and any such fees accruing after the date on which suchthe Aggregate Commitments terminate shall be payable on demand and # without duplication, with respect to any Letter of Credit that expires after the Commitment Termination Date as provided in [Section 2.05(d)], the Borrower shall continue to pay the fronting and other fees specified in [Section 2.11(b)(ii)] above following the Commitment Termination Date for so long as such Letter of Credit remains outstanding.demand. Any other fees payable to theany Issuing Bank pursuant to this paragraph shall be payable within 10ten (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).

The Company agrees to pay # to the Administrative Agent for the account of each Lender a participation fee with respect to its participations in Letterseach outstanding Letter of Credit of each Class of Commitments,Credit, which shall accrue on the Dollar Equivalent of the daily maximum stated amount then available to be drawn under such Letter of Credit at a rate per annum equal to the same Applicable Margin used to determine the interest rate applicable to interest onTerm SOFR Loans on the average daily amount of such Lender’s LC Exposure of such Class (excluding any portion thereof attributable to unreimbursed LC Disbursements)Rate Advances, during the period from and including the Original Effective Date to but excluding the later of the date on which such Lender’s Financing Commitment of such Class terminates and the date on which such Lender ceases to have any LC Exposure of such Class,Exposure, and # to theeach Issuing Bank for its own account a fronting fee,fee with respect to each Letter of Credit issued by such Issuing Bank, which shall accrue at the rate of 0.125% per annum separately agreed upon between the Company and such Issuing Bank on the average daily amountDollar Equivalent of the LC Exposure (excluding any portion thereof attributabledaily maximum stated amount then available to unreimbursed LC Disbursements)be drawn under such Letter of Credit, during the period from and including the Original Effective Date to but excluding the later of the date of termination of the Financing Commitments and the date on which there ceases to be any LC Exposure,Exposure with respect to Letters of Credit issued by such Issuing Bank, as well as thesuch Issuing Bank’s standard fees with respect to the issuance, amendment, renewalamendment or extension of any Letter of Credit orand other processing fees, and other standard costs and charges, of drawings thereunder.such Issuing Bank relating the Letters of Credit as from time to time in effect. Participation fees, fronting fees and frontingany other fees payable to an Issuing Bank pursuant to this paragraph, in each case accrued through and including the last day of each Quarterly Datecalendar quarter shall be payable on the third Business Day followingInterest Payment Date after such Quarterlycalendar quarter, commencing on the first such date to occur after the 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 Financing Commitments of such Class terminate, #terminate and any such fees accruing after the date on which suchthe Financing Commitments terminate shall be payable on demand and # without duplication, with respect to any Letter of Credit that expires after the Commitment Termination Date as provided in [Section 2.05(d)], the Borrower shall continue to pay the fronting and other fees specified in [Section 2.11(b)(ii)] above following the Commitment Termination Date for so long as such Letter of Credit remains outstanding. Any other fees payable to the Issuing Bank pursuant to this paragraph shall be payable within 10 days after demand. All participation fees and fronting fees shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day).

#​ agrees to pay # to the Administrative Agent for the account of each Lender a participation fee with respect to its participations in Letters of Credit of each Class of Commitments,Credit, which shall accrue at athe same Applicable Rate used to determine the interest rate per annum equal to the Applicable Margin applicable to interest on SOFREurocurrencyTerm Benchmark Revolving Loans on the average daily amountDollar 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 Original 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,Exposure, and # to theeach Issuing Bank for its own account a fronting fee, which shall accrue at the rate of 0.125% per annum on the average daily amountDollar 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 Original Effective Date to but excluding the later of the date of termination of the Commitments and the date on which there ceases to be any LC Exposure, as well as thesuch Issuing Bank’s standard fees and commissions (in such Agreed Currencies as such Issuing Bank shall require) with respect to the issuance, amendment, cancellation, negotiation, transfer, presentment, renewal or extension of any Letter of Credit or processing of drawings thereunder. ParticipationUnless otherwise specified above, participation fees and fronting fees accrued through and including the last day of March, June, September and December of each Quarterly Dateyear shall be payable on the thirdfifteenth (15th) Business Day following such Quarterlylast day, commencing on the first such date to occur after the 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 Commitments of such Class terminate, #terminate and any such fees accruing after the date on which suchthe Commitments terminate shall be payable on demand and # without duplication, with respect to any Letter of Credit that expires after the Commitment Termination Date as provided in [Section 2.05(d)], the Borrower shall continue to pay the fronting and other fees specified in [Section 2.11(b)(ii)] above following the Commitment Termination Date for so long as such Letter of Credit remains outstanding.demand. Any other fees payable to theany Issuing Bank pursuant to this paragraph shall be payable within 10ten (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).

The Company agrees to pay # to the Administrative Agent for the account of each Lender a participation fee with respect to its participations in Letters of Credit of each Class of Commitments,Credit, which shall accrue at athe same Applicable Rate used to determine the interest rate per annum equal to the Applicable Margin applicable to interest on SOFREurocurrency Revolving 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 Original 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,Exposure, and # to the applicable Issuing Bank a fronting fee, which shall accrue at the rate of 0.125% per annum on the average daily amount of the LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the Original Effective Date to but excluding the later of the date of termination of the Commitments and the date on which there ceases to be any LC Exposure, as well as the applicable Issuing Bank’s standard fees with respect to the issuance, amendment, renewal or extension of any Letter of Credit 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 Dateyear shall be payable in Dollars on the third Business Day following such Quarterlylast day, commencing on the first such date to occur after the 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 Commitments of such Class terminate, #terminate and any such fees accruing after the date on which suchthe Commitments terminate shall be payable on demand and # without duplication, with respect to any Letter of Credit that expires after the Commitment Termination Date as provided in [Section 2.05(d)], the Borrower shall continue to pay the fronting and other fees specified in [Section 2.11(b)(ii)] above following the Commitment Termination Date for so long as such Letter of Credit remains outstanding.demand. Any other fees payable to the applicable Issuing Bank pursuant to this paragraph shall be payable within 10 days after demand. All participation fees and fronting fees shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day).

#​ agrees to pay # to ​ for the Administrative Agent for account of each Lender a participation fee with respect to its participations in Letters of Credit of each Class of Commitments,Credit, which shall accrue at athe same Applicable Rate used to determine the interest rate per annum equal to the Applicable Margin applicable to interest on SOFREurocurrency Revolving Loans on the average daily amountDollar 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 Original 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,Exposure, and # to theeach Issuing Bank for its own account a fronting fee, which shall accrue at the rate of 0.125% per annum on the average daily amountDollar 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 Original Effective Date to but excluding the later of the date of termination of the Commitments and the date on which there ceases to be any LC Exposure, as well as thesuch Issuing Bank’s standard fees and commissions (in such Agreed Currencies as such Issuing Bank shall require) with respect to the issuance, amendment, cancellation, negotiation, transfer, presentment, renewal or extension of any Letter of Credit or processing of drawings thereunder. ParticipationUnless otherwise specified above, participation fees and fronting fees accrued through and including the last day of March, June, September and December of each Quarterly Dateyear shall be payable on the thirdfifteenth (15th) Business Day following such Quarterlylast day, commencing on the first such date to occur after the 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 Commitments of such Class terminate, #terminate and any such fees accruing after the date on which suchthe Commitments terminate shall be payable on demand and # without duplication, with respect to any Letter of Credit that expires after the Commitment Termination Date as provided in [Section 2.05(d)], the Borrower shall continue to pay the fronting and other fees specified in [Section 2.11(b)(ii)] above following the Commitment Termination Date for so long as such Letter of Credit remains outstanding.demand. Any other fees payable to theany Issuing Bank pursuant to this paragraph shall be payable within 10ten (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).

The Borrower agrees to pay # to the Administrative Agent for the account of each Revolving Lender a participation fee with respect to its participations in Letters of Credit of each Class of Commitments,Credit, which shall accrue at a rate per annum equal to the Applicable MarginRate used to determine the interest rate applicable to interest onEurocurrencyTerm SOFR Revolving 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 Original 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 # to the Issuing Bank a fronting fee, which shall accrue at the rate of 0.125% per annum on the average daily amount of the LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the OriginalEffective Date to but excluding the later of the date on which such Lender’s Revolving Commitment terminates and the date on which such Lender ceases to have any LC Exposure, and # to each Issuing Bank a fronting fee in Dollars, which shall accrue at a rate of 0.125% per annum (or such other amount per annum as may be separately agreed by the Borrower and such Issuing Bank) on the average daily amount of the LC Exposure attributable to Letters of Credit issued by such Issuing Bank (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the Effective Date to but excluding the later of the date of termination of the Revolving Commitments and the date on which there ceases to be any such LC Exposure, as well as thesuch Issuing Bank’s standard fees with respect to the issuance, amendment, renewal or extension of any Letter of Credit or processing of drawings thereunder. Participation fees and fronting fees accrued through and including the last day of March, June, September and December of each Quarterly Dateyear shall be payable on the third Business Day following such Quarterlylast day, commencing on the first such date to occur after the 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 such Class terminate, #terminate and any such fees accruing after the date on which suchthe Revolving Commitments terminate shall be payable on demand and # without duplication, with respect to any Letter of Credit that expires after the Commitment Termination Date as provided in [Section 2.05(d)], the Borrower shall continue to pay the fronting and other fees specified in [Section 2.11(b)(ii)] above following the Commitment Termination Date for so long as such Letter of Credit remains outstanding.demand. Any other fees payable to thean Issuing Bank pursuant to this paragraph shall be payable within 10 daysBusiness 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).