Without duplication the Borrower agrees to pay to each Letter of Credit Issuer a fee in Dollars in respect of each Letter of Credit issued by it (the “Fronting Fee”), for the period from the date of issuance of such Letter of Credit to the termination date of such Letter of Credit, computed at the rate for each day equal to 0.125% per annum on the average daily Stated Amount of such Letter of Credit (or at such other rate per annum as agreed in writing between the Borrower and any Letter of Credit Issuer). Such Fronting Fees shall be due and payable (x) quarterly in arrears on the last Business Day of each March, June, September and December and (y) on the date upon which the Total Revolving Credit Commitment terminates and the L/C Obligations shall have been reduced to zero.
Without duplication the Borrower agrees to pay to the Letter of Credit Issuer a fee in Dollars in respect of each Letter of Credit issued by it to the Borrower (the “Fronting Fee”) (i) with respect to each commercial Letter of Credit, at the rate of 0.125%, computed on the amount of such Letter of Credit, and (ii) with respect to each standby Letter of Credit, for the period from the date of issuance of such Letter of Credit to the termination date of such Letter of Credit, computed at the rate for each day equal to 0.125% per annum on the average daily Stated Amount of such Letter of Credit (or at such other rate per annum as agreed in writing between the Borrower and the Letter of Credit Issuer). Such Fronting Fees shall be due and payable (x) quarterly in arrears on the last Business Day of each fiscal quarter of the Borrower and (y) on the date upon which the Total Revolving Credit Commitment terminates and the Letters of Credit Outstanding shall have been reduced to zero.
Without duplication the Borrower agrees to pay to each Letter of Credit Issuer a fee in Dollars in respect of each Letter of Credit issued by it on the Borrower’s behalf (the “Fronting Fee”), for the period from the date of issuance of such Letter of Credit to the termination date of such Letter of Credit, computed at the rate for each day equal to 0.125% per annum on the average daily Stated Amount of such Letter of Credit subject to a minimum of $500 per annum (or at such other rate per annum as agreed in writing between the Borrower and the Letter of Credit Issuer). Such Fronting Fees shall be due and payable (x) quarterly in arrears on the last Business Day of each March, June, September and December and (y) on the date upon which the Total Revolving Credit Commitment terminates and the Letters of Credit Outstanding shall have been reduced to zero.
Without duplication the Borrower agrees to pay to the Administrative Agent in Dollars for the account of the Revolving Credit Lenders pro rata on the basis of their respective Letter of Credit Exposure, a fee in respect of each Letter of Credit issued on the Borrower’s or any of the other Restricted Subsidiaries’ behalf (the “Letter of Credit Fee”), for the period from the date of issuance of such Letter of Credit to the termination date of such Letter of Credit computed at the per annum rate for each day equal to the Applicable Margin for Adjusted LIBOR Rate Revolving Credit Loans less the Fronting Fee set forth in clause (d) below. Except as provided below, such Letter of Credit Fees shall be due and payable (x) quarterly in arrears on the last Business Day of each fiscal quarter of the Borrower and (y) on the date upon which the Total Revolving Credit Commitment terminates and the Letters of Credit Outstanding shall have been reduced to zero.
Without duplication the Borrower agrees to pay to the Letter of Credit Issuer a fronting fee in Dollars in respect of each Letter of Credit issued by it to the Borrower (the “Fronting Fee”) (i) with respect to each commercial Letter of Credit, at such Letter of Credit Issuer’s customary rate, computed on the amount of such Letter of Credit, and (ii) with respect to each standby Letter of Credit, for the period from the date of issuance of such Letter of Credit to the termination date of such Letter of Credit, computed at the rate for each day equal to such Letter of Credit Issuer’s customary rate per annum on the average daily Stated Amount of such Letter of Credit (or at such other rate per annum as agreed in writing between the Borrower and the Letter of Credit Issuer). Such Fronting Fees shall be due and payable (x) quarterly in arrears on the last Business Day of each fiscal quarter of the Borrower, commencing with the fiscal quarter ending on or about September 30, 2018, and (y) on the date upon which the Total Revolving Credit Commitment terminates and the Letters of Credit Outstanding shall have been reduced to zero.
Without duplication the Borrower agrees to pay to each Revolving Letter of Credit Issuer a fee in Dollars in respect of each Revolving Letter of Credit issued by it to the Borrower (the “Revolving L/C Fronting Fee”) (i) with respect to each commercial Letter of Credit, at the rate of 0.125%, computed on the amount of such Revolving Letter of Credit, and (ii) with respect to each standby Revolving Letter of Credit, for the period from the date of issuance of such Revolving Letter of Credit to the termination date of such Revolving Letter of Credit, computed at the rate for each day equal to 0.125% per annum on the average daily Stated Amount of such Revolving Letter of Credit (or at such other rate per annum as agreed in writing between the Borrower and the Revolving Letter of Credit Issuer). Such Revolving L/C Fronting Fees shall be due and payable (x) quarterly in arrears on the last Business Day of each fiscal quarter of the Borrower and (y) on the date upon which the Total Revolving Credit Commitment terminates and the applicable Revolving Letters of Credit Outstanding shall have been reduced to zero.
Without duplication. For the avoidance of doubt, no Loan Party shall be required to gross-up or indemnify a Recipient pursuant to this Section 2.17 for any Taxes to the extent another Loan Party has already grossed-up or indemnified such Recipient, or pay any Other Taxes to the extent another Loan Party has already paid such Other Taxes to the relevant Governmental Authority.
Without duplication the Borrower agrees to pay to the Administrative Agent, for the benefit of the Lenders ratably according to their respective Percentages, a non-use fee ("Non-Use Fee") on the average daily unused Commitments, payable quarterly in arrears on the last Business Day of each Fiscal Quarter (commencing with the first such date occurring after the Effective Date for the period from the Effective Date through and including such date) and on the Revolver Termination Date at a rate per annum equal to an amount determined based on the higher of the then current rating of the Senior Notes by Moody's and Standard & Poor's, all in the manner reflected in the chart below, or, if each of the named rating agencies cease rating the Senior Notes, carrying an equivalent rating by a nationally recognized rating agency. If the Senior Notes are defeased, repaid or otherwise not rated, then the applicable rating will be that of any other unsecured Indebtedness issued by the Borrower and rated by any of the foregoing rating agencies as provided in the immediately preceding sentence. If, for purposes of such chart, the ratings of any nationally recognized rating agency other than Moody's or Standard & Poor's become applicable, the rating of such agency shall be incorporated by reference into such chart as if set forth therein. If neither Moody's nor Standard & Poor's nor any other nationally recognized rating agency rates the Senior Notes or such other unsecured Indebtedness of the Borrower, the Non-Use Fee shown below in the far right column will be applicable. Any adjustment in the Non-Use Fee as a result of a change in the rating of the Senior Notes or such other unsecured Indebtedness, if applicable, by Moody's, Standard & Poor's or such other nationally recognized rating agency shall be effective as of the effective date of the change in such rating; provided that, notwithstanding the foregoing, in no event will the Non-Use Fee be reduced at any time when a Default has occurred and is continuing.
Without duplication the Borrower agrees to pay to the Letter of Credit Issuer a fee in Dollars in respect of each Letter of Credit issued by it to the Borrower (the “Fronting Fee”) (i) with respect to each commercial Letter of Credit, at the rate of 0.125% per annum, computed on the amount of such Letter of Credit, and (ii) with respect to each standby Letter of Credit, for the period from the date of issuance of such Letter of Credit to the termination date of such Letter of Credit, computed at the rate for each day equal to 0.125% per annum on the average daily Stated Amount of such Letter of Credit (or at such other rate per annum as agreed in writing between the Borrower and the Letter of Credit Issuer). Such Fronting Fees shall be due and payable (x) quarterly in arrears on the lastfirst Business Day after the end of each March, June, September and December, commencing with the first such date to occur after the issuance of such Letter of Credit, and (y) on the date upon which the Total Revolving Credit Commitment terminates and the Letters of Credit Outstanding shall have been reduced to zero.
Without duplication the Borrower agrees to pay directly to each Letter of Credit Issuer for its own account a fee in Dollars in respect of each Letter of Credit issued by it (the “Fronting Fee”) of the greater of (a) $500 per annum and (b) for the period from the date of issuance of such Letter of Credit to the termination or expiration date of such Letter of Credit, an amount computed for each day at the rate equal to 0.125% per annum on the daily Stated Amount of such Letter of Credit. Such Fronting Fees shall be due and payable (x) quarterly in arrears on the first Business Day after the end of each of March, June, September and December and (y) on the date upon which the Total Revolving Credit Commitment terminates and the L/C Obligations shall have been reduced to zero or Cash Collateralized (at 102% of the face amount thereof).
