Common use of Unused Fee; Facility Fee Clause in Contracts

Unused Fee; Facility Fee. The Borrower shall pay to the Administrative Agent for the account of the Banks an unused commitment fee (the “Unused Fee”), from the date hereof or upon the effectiveness of any Assignment and Acceptance pursuant to which it became a Bank until the Maturity Date, payable in arrears quarterly on the last day of each March, June, September and December, commencing March 31, 2014, and on the Maturity Date. The Unused Fee payable in Dollars for the account of each Bank shall be calculated for each period for which the Unused Fee is payable on the average daily Unused Commitment of such Bank during such period at the rate per annum equal to, (a) for any period in which the average daily Unused Commitment of such Bank for such period is less than 50% of such Bank’s aggregate Commitments, 0.25% per annum, and (b) for any period in which the average daily Unused Commitment of such Bank for such period is greater than or equal to 50% of such Bank’s aggregate Commitments, 0.30% per annum; provided, however, that in the event that the Parent achieves an Investment Grade Rating and the Parent provides written notice to the Administrative Agent electing to convert to the ratings-based pricing grid set forth in the definition of “Applicable Margin”, the Borrower shall no longer pay Unused Fees immediately following the effectiveness of such notice. For each succeeding quarter, the Borrower shall pay a Facility Fee at the applicable rate set forth in such pricing grid times the actual daily amount of each Bank’s Commitment, regardless of usage. Each Facility Fee will be payable quarterly in arrears on the last day of each March, June, September and December, and on the Maturity Date. The Unused Fees and Facility Fees will be calculated on a 360-day basis. If the Parent has made the Ratings Grid Election as described above but thereafter fails to maintain an Investment Grade Rating by at least one of S&P or Xxxxx’x, then (x) Unused Fees shall be payable during the period commencing on the date the Parent no longer has an Investment Grade Rating by at least one of S&P or Xxxxx’x and ending on the date the Parent makes another Ratings Grid Election, and (y) no Facility Fees shall be payable during the period that Unused Fees are payable.

Unused Fee; Facility Fee. The Borrower shall pay to the Administrative Agent for the account of the Banks Lenders an unused commitment fee (the “Unused Fee”), from the date hereof or upon the effectiveness of any Assignment and Acceptance pursuant to which it became a Bank Lender until the Maturity Termination Date, payable in arrears quarterly on the last day of each March, June, September and December, commencing on March 31, 20142015, and on the Maturity Termination Date. The Unused Fee payable in Dollars for the account of each Bank Lender shall be calculated for each period for which the Unused Fee is payable on the average daily Unused Revolving Credit Commitment of such Bank Lender during such period at the rate per annum equal to, (a) for any period in which the average daily Unused Revolving Credit Commitment of such Bank Lender for such period is less than 50% of such BankLender’s aggregate Revolving Credit Commitments, 0.250.20% per annum, and (b) for any period in which the average daily Unused Revolving Credit Commitment of such Bank Lender for such period is greater than or equal to 50% of such BankLender’s aggregate Revolving Credit Commitments, 0.30% per annum; provided, however, that in the event that the Parent Guarantor achieves an Investment Grade Rating and the Parent provides written notice to the Administrative Agent electing to convert to the ratings-based pricing grid set forth in the definition of “Applicable Margin”Guarantor makes a Ratings Grid Election, the Borrower shall no longer pay Unused Fees immediately following the effectiveness end of the quarter during which the Administrative Agent receives such notice. For each succeeding quarter, the Borrower shall pay a facility fee (the “Facility Fee Fee”) at the applicable rate set forth in such the Debt Ratings pricing grid in the definition of “Applicable Margin”, times the actual daily amount of each BankLender’s Revolving Credit Commitment, regardless of usage. Each Facility Fee will be payable quarterly in arrears on the last day of each March, June, September and December, and on the Maturity Termination Date. The Unused Fees and Facility Fees will be calculated on a 360-day basis. If the Parent has made the Ratings Grid Election as described above but thereafter fails to maintain an Investment Grade Rating by at least one of S&P or Xxxxx’x, then (x) Unused Fees shall be payable during the period commencing on the date the Parent no longer has an Investment Grade Rating by at least one of S&P or Xxxxx’x and ending on the date the Parent makes another Ratings Grid Election, and (y) no Facility Fees shall be payable during the period that Unused Fees are payable.

Unused Fee; Facility Fee. The Borrower shall pay to the Administrative Agent for the account of the Banks Revolving Credit Lenders an unused commitment fee (the “Unused Fee”), from the date hereof or or, if later, upon the effectiveness of any Assignment and Acceptance or Accession Agreement, as applicable, pursuant to which it became a Bank Revolving Credit Lender until the RC Maturity Date, payable in arrears quarterly on the last day of each March, June, September and December, commencing March 31on September 30, 20142021, and on the RC Maturity Date. The Unused Fee payable in Dollars for the account of each Bank Revolving Credit Lender shall be calculated for each period for which the Unused Fee is payable on the average daily Unused Revolving Credit Commitment of such Bank Revolving Credit Lender during such period at the rate per annum equal to, (a) for any period in which the average daily Unused Revolving Credit Commitment of such Bank Revolving Credit Lender for such period is less than 50% of such BankRevolving Credit Lender’s aggregate Revolving Credit Commitments, 0.250.15% per annum, and (b) for any period in which the average daily Unused Revolving Credit Commitment of such Bank Revolving Credit Lender for such period is greater than or equal to 50% of such BankRevolving Credit Xxxxxx’s aggregate Revolving Credit Commitments, 0.300.20% per annum; provided, however, that in the event that the Borrower or the Parent achieves an Investment Grade Rating and the Parent provides written notice to the Administrative Agent electing to convert to the ratings-based pricing grid set forth in the definition of “Applicable Margin”Borrower makes a Ratings Grid Election, the Borrower shall no longer pay Unused Fees immediately following the effectiveness end of the quarter during which the Administrative Agent receives such notice. For each succeeding quarter, the Borrower shall pay a facility fee (the “Facility Fee Fee”) at the applicable rate set forth in such the Debt Ratings pricing grid in the definition of “Applicable Margin”, times the actual daily amount of each BankRevolving Credit Xxxxxx’s Revolving Credit Commitment, regardless of usage. Each Facility Fee will be payable quarterly in arrears on the last day of each March, June, September and December, and on the RC Maturity Date. The Unused Fees and Facility Fees will be calculated on a 360-day 360‑day basis. If the Parent has made the Ratings Grid Election as described above but thereafter fails to maintain an Investment Grade Rating by at least one of S&P or Xxxxx’x, then (x) Unused Fees shall be payable during the period commencing on the date the Parent no longer has an Investment Grade Rating by at least one of S&P or Xxxxx’x and ending on the date the Parent makes another Ratings Grid Election, and (y) no Facility Fees shall be payable during the period that Unused Fees are payable.

Unused Fee; Facility Fee. The Borrower shall pay to the Administrative Agent for the account of the Banks Lenders an unused commitment fee (the “Unused Fee”), from the date hereof or or, if later, upon the effectiveness of any Assignment and Acceptance or Accession Agreement, as applicable, pursuant to which it became a Bank Lender until the Maturity Termination Date, payable in arrears quarterly on the last day of each March, June, September and December, commencing March 31on June 30, 20142024, and on the Maturity Termination Date. The Unused Fee payable in Dollars for the account of each Bank Lender shall be calculated for each period for which the Unused Fee is payable on the average daily Unused Revolving Credit Commitment of such Bank Lender during such period at the rate per annum equal to, (a) for any period in which the average daily Unused Revolving Credit Commitment of such Bank Lender for such period is less than 50% of such BankLender’s aggregate Revolving Credit Commitments, 0.250.15% per annum, and (b) for any period in which the average daily Unused Revolving Credit Commitment of such Bank Lender for such period is greater than or equal to 50% of such BankLender’s aggregate Revolving Credit Commitments, 0.300.20% per annum; provided, however, that in the event that the Borrower or the Parent achieves an Investment Grade Rating and the Parent provides written notice to the Administrative Agent electing to convert to the ratings-based pricing grid set forth in the definition of “Applicable Margin”Borrower makes a Ratings Grid Election, the Borrower shall no longer pay Unused Fees immediately following the effectiveness end of the quarter during which the Administrative Agent receives such notice. For each succeeding quarter, the Borrower shall pay a facility fee (the “Facility Fee Fee”) at the applicable rate set forth in such the Debt Ratings pricing grid in the definition of “Applicable Margin”, times the actual daily amount of each BankLender’s Revolving Credit Commitment, regardless of usage. Each Facility Fee will be payable quarterly in arrears on the last day of each March, June, September and December, and on the Maturity Termination Date. The Unused Fees and Facility Fees will be calculated on a 360-day 360‑day basis. If the Parent has made the Ratings Grid Election as described above but thereafter fails to maintain an Investment Grade Rating by at least one of S&P or Xxxxx’x, then (x) Unused Fees shall be payable during the period commencing on the date the Parent no longer has an Investment Grade Rating by at least one of S&P or Xxxxx’x and ending on the date the Parent makes another Ratings Grid Election, and (y) no Facility Fees shall be payable during the period that Unused Fees are payable.

Unused Fee; Facility Fee. The At any time that the Leverage Grid is in effect, the Borrower shall pay (immediately following the end of the quarter during which the Administrative Agent receives notice from the Borrower electing to apply the Leverage Grid) to the Administrative Agent for the account of each Lender in accordance with its Applicable Percentage in respect of the Banks Facility, an unused commitment fee equal to the applicable Unused Rate times the actual daily amount by which the aggregate Commitments in respect of the Facility exceed the sum of (i) the “Unused Fee”Outstanding Amount of Committed RC Loans, (ii) the Swing Line Exposure and (iii) the Outstanding Amount of L/C Obligations, subject to adjustment as provided in Section 2.18. The unused fees shall accrue at all times during the Availability Period that the Leverage Grid is in effect (commencing immediately following the end of the quarter during which the Administrative Agent receives notice from the Borrower electing to apply the Leverage Grid), from including at any time during which one or more of the date hereof or upon the effectiveness of any Assignment conditions in Article V is not met, and Acceptance pursuant to which it became a Bank until the Maturity Date, shall be due and payable quarterly in arrears quarterly on the last day Business Day of each March, June, September and December, commencing March 31, 2014with the first such date to occur after the Closing Date, and on the Maturity Datelast day of the Availability Period. The Unused Fee payable in Dollars for the account of each Bank unused fees shall be calculated quarterly in arrears, and if there is any change in the Daily Usage during any quarter, the actual daily amount shall be computed and multiplied by the Unused Rate separately for each period for which the Unused Fee is payable on the average daily Unused Commitment of such Bank during such period quarter that such Unused Rate was in effect. Notwithstanding the foregoing, at all times that the rate per annum equal toRatings Grid is in effect, (ai) for the Borrower shall not pay the unused fee (commencing with the Closing Date and at any period in which the average daily Unused Commitment of such Bank for such period is less than 50% of such Bank’s aggregate Commitments, 0.25% per annum, and (b) for any period in which the average daily Unused Commitment of such Bank for such period is greater than or equal to 50% of such Bank’s aggregate Commitments, 0.30% per annum; provided, however, that in the event other time that the Parent achieves an Investment Grade Rating and Borrower elects to apply the Parent provides written notice to Ratings Grid in accordance with the definition of Applicable Rate, immediately following the end of the quarter during which the Administrative Agent receives notice from the Borrower electing to convert to apply the ratings-based pricing grid set forth in the definition of “Applicable Margin”, the Borrower shall no longer pay Unused Fees immediately following the effectiveness of such notice. For Ratings Grid) and (ii) for each succeeding quarter, the Borrower shall pay a facility fee (the “Facility Fee Fee”) (commencing immediately following the end of the quarter during which the Administrative Agent receives notice from the Borrower electing to apply the Ratings Grid in accordance with the definition of Applicable Rate) at the applicable rate set forth in such the ratings-based pricing grid in the definition of Applicable Rate, times the actual daily amount of each BankLender’s Revolving Credit Commitment, regardless of usage. Each Facility Fee will be payable quarterly in arrears on the last day of each March, June, September and December, and on the each Maturity Date. The Unused Fees and Facility Fees will be calculated on a 360-day basis. If the Parent has made the Ratings Grid Election as described above but thereafter fails to maintain an Investment Grade Rating by at least one of S&P or Xxxxx’x, then (x) Unused Fees shall be payable during the period commencing on the date the Parent no longer has an Investment Grade Rating by at least one of S&P or Xxxxx’x and ending on the date the Parent makes another Ratings Grid Election, and (y) no Facility Fees shall be payable during the period that Unused Fees are payable.

Unused Fee; Facility Fee. The Borrower At any time that the Leverage Grid is in effect, the BorrowerBorrowers shall pay (immediately following the end of the quarter during which the Administrative Agent receives notice from the BorrowerOperating Partnership electing to apply the Leverage Grid) to the Administrative Agent for the account of each Lender in accordance with its Applicable Percentage in respect of the Banks Revolving Credit Facility, an unused commitment fee equal to the applicable Unused Rate times the actual daily amount by which the aggregate Commitments in respect of the Revolving Credit Facility exceed the sum of (i) the “Unused Fee”Outstanding Amount of Committed RC Loans, (ii) the Swing Line Exposure and (iii) the Outstanding Amount of L/C Obligations, subject to adjustment as provided in Section 2.18. The unused fees shall accrue at all times during the Availability Period that the Leverage Grid is in effect (commencing immediately following the end of the quarter during which the Administrative Agent receives notice from the BorrowerOperating Partnership electing to apply the Leverage Grid), from including at any time during which one or more of the date hereof or upon the effectiveness of any Assignment conditions in Article V is not met, and Acceptance pursuant to which it became a Bank until the Maturity Date, shall be due and payable quarterly in arrears quarterly on the last day Business Day of each March, June, September and December, commencing March 31, 2014with the first such date to occur after the Closing Date, and on the Maturity Datelast day of the Availability Period. The Unused Fee payable in Dollars for the account of each Bank unused fees shall be calculated quarterly in arrears, and if there is any change in the Daily Usage during any quarter, the actual daily amount shall be computed and multiplied by the Unused Rate separately for each period for which the Unused Fee is payable on the average daily Unused Commitment of such Bank during such period quarter that such Unused Rate was in effect. Notwithstanding the foregoing, at all times that the rate per annum equal toRatings Grid is in effect, (ai) for the BorrowerBorrowers shall not pay the unused fee (commencing with the Closing Date and at any period in which the average daily Unused Commitment of such Bank for such period is less than 50% of such Bank’s aggregate Commitments, 0.25% per annum, and (b) for any period in which the average daily Unused Commitment of such Bank for such period is greater than or equal to 50% of such Bank’s aggregate Commitments, 0.30% per annum; provided, however, that in the event other time that the Parent achieves an Investment Grade Rating and BorrowerOperating Partnership elects to apply the Parent provides written notice to Ratings Grid in accordance with the definition of Applicable Rate, immediately following the end of the quarter during which the Administrative Agent receives notice from the BorrowerOperating Partnership electing to convert to apply the ratings-based pricing grid set forth in the definition of “Applicable Margin”, the Borrower shall no longer pay Unused Fees immediately following the effectiveness of such notice. For Ratings Grid) and (ii) for each succeeding quarter, the Borrower BorrowerBorrowers shall pay a facility fee (the “Facility Fee Fee”) (commencing immediately following the end of the quarter during which the Administrative Agent receives notice from the BorrowerOperating Partnership electing to apply the Ratings Grid in accordance with the definition of Applicable Rate) at the applicable rate set forth in such the ratings-based pricing grid in the definition of Applicable Rate (subject to the Sustainability Facility Fee Adjustment), times the actual daily amount of each BankLender’s Revolving Credit Commitment, regardless of usage. Each Facility Fee will be payable quarterly in arrears on the last day of each March, June, September and December, and on the each RCF Maturity Date. The Unused Fees and Facility Fees will be calculated on a 360-day basis. If the Parent has made the Ratings Grid Election as described above but thereafter fails to maintain an Investment Grade Rating by at least one of S&P or Xxxxx’x, then (x) Unused Fees shall be payable during the period commencing on the date the Parent no longer has an Investment Grade Rating by at least one of S&P or Xxxxx’x and ending on the date the Parent makes another Ratings Grid Election, and (y) no Facility Fees shall be payable during the period that Unused Fees are payable.

Unused Fee; Facility Fee. The Borrower shall pay to the Administrative Agent for the account of the Banks Revolving Credit Lenders an unused commitment fee (the “Unused Fee”), from the date hereof or or, if later, upon the effectiveness of any Assignment and Acceptance or Accession Agreement, as applicable, pursuant to which it became a Bank Revolving Credit Lender until the RC Maturity Date, payable in arrears quarterly on the last day of each March, June, September and December, commencing March 31on June 30, 20142018, and on the RC Maturity Date. The Unused Fee payable in Dollars for the account of each Bank Revolving Credit Lender shall be calculated for each period for which the Unused Fee is payable on the average daily Unused Revolving Credit Commitment of such Bank Revolving Credit Lender during such period at the rate per annum equal to, (a) for any period in which the average daily Unused Revolving Credit Commitment of such Bank Revolving Credit Lender for such period is less than 50% of such BankRevolving Credit Lender’s aggregate Revolving Credit Commitments, 0.250.15% per annum, and (b) for any period in which the average daily Unused Revolving Credit Commitment of such Bank Revolving Credit Lender for such period is greater than or equal to 50% of such BankRevolving Credit Lender’s aggregate Revolving Credit Commitments, 0.300.20% per annum; provided, however, that in the event that the Borrower or the Parent Guarantor achieves an Investment Grade Rating and the Parent provides written notice to the Administrative Agent electing to convert to the ratings-based pricing grid set forth in the definition of “Applicable Margin”Borrower makes a Ratings Grid Election, the Borrower shall no longer pay Unused Fees immediately following the effectiveness end of the quarter during which the Administrative Agent receives such notice. For each succeeding quarter, the Borrower shall pay a facility fee (the “Facility Fee Fee”) at the applicable rate set forth in such the Debt Ratings pricing grid in the definition of “Applicable Margin”, times the actual daily amount of each BankRevolving Credit Lender’s Revolving Credit Commitment, regardless of usage. Each Facility Fee will be payable quarterly in arrears on the last day of each March, June, September and December, and on the RC Maturity Date. The Unused Fees and Facility Fees will be calculated on a 360-day 360‑day basis. If the Parent has made the Ratings Grid Election as described above but thereafter fails to maintain an Investment Grade Rating by at least one of S&P or Xxxxx’x, then (x) Unused Fees shall be payable during the period commencing on the date the Parent no longer has an Investment Grade Rating by at least one of S&P or Xxxxx’x and ending on the date the Parent makes another Ratings Grid Election, and (y) no Facility Fees shall be payable during the period that Unused Fees are payable.

Unused Fee; Facility Fee. The Borrower shall agrees to pay to the Administrative Agent for the account of the Banks Revolving Credit Lenders that are Non-Defaulting Lenders in accordance with their respective Revolving Credit Commitment Percentages an unused commitment fee (the “Unused Fee”), from the date hereof or upon the effectiveness of any Assignment and Acceptance pursuant to which it became a Bank until the Maturity Date, payable in arrears quarterly on the last day of each March, June, September and December, commencing March 31, 2014, and on the Maturity Date. The Unused Fee payable in Dollars for the account of each Bank shall be ) calculated for each period for which the Unused Fee is payable on the average daily Unused Commitment of such Bank during such period at the rate per annum equal to, (a) for any period in which as set forth below on the average daily Unused Commitment of such Bank for such period is less than 50% of such Bank’s aggregate Commitments, 0.25% per annum, and (b) for any period in amount by which the average daily Unused Total Revolving Credit Commitment exceeds the Dollar Equivalent of such Bank for such period is greater than or equal to 50% the outstanding principal amount of such Bank’s aggregate CommitmentsRevolving Credit Loans (including Alternative Currency/Dollar Revolving Credit Loans), 0.30% per annum; provided, however, that in the event that the Parent achieves an Investment Grade Rating Swing Loans and the Parent provides written notice face amount of Letters of Credit Outstanding during each calendar quarter or portion thereof commencing on the date hereof and ending on the Revolving Credit Maturity Date, subject to §2.3(b). The Unused Fee shall be calculated by multiplying the Administrative Agent electing Unused Fee Percentage applicable to convert to the ratings-based pricing grid set forth in the definition of “Applicable Margin”such day, the Borrower shall no longer pay Unused Fees immediately following the effectiveness of such notice. For each succeeding quartercalculated as a per diem rate, the Borrower shall pay a Facility Fee at the applicable rate set forth in such pricing grid times the actual daily excess of the Total Revolving Credit Commitment over the Dollar Equivalent of the outstanding principal amount of each Bank’s Commitment, regardless the Revolving Credit Loans (including the Alternative/Dollar Currency Revolving Credit Loans) and Swing Loans and the face amount of usageLetters of Credit Outstanding on such day. Each Facility The Unused Fee will shall be payable quarterly in arrears on the last first (1st) day of each March, June, September and Decembercalendar quarter for the immediately preceding calendar quarter or portion thereof, and on any earlier date on which the Total Revolving Credit Commitments shall be reduced or shall terminate as provided in §2.4, with a final payment on the Revolving Credit Maturity Date. From and after the date that Agent receives written notice that Borrower has first obtained an Investment Grade Rating and that Borrower has irrevocably elected to have the Applicable Margin determined pursuant to subparagraph (b) of the definition of Applicable Margin, the Unused Fee shall no longer accrue (but any accrued Unused Fee shall be payable as provided in §2.3(a)), and from and thereafter, the Borrower agrees to pay to the Agent for the account of the Revolving Credit Lenders that are Non-Defaulting Lenders in accordance with their respective Revolving Credit Commitment Percentages a facility fee (the “Facility Fee”) calculated at the rate per annum set forth below based upon the applicable Credit Rating Level on the Total Revolving Credit Commitment: Credit Rating Level Facility Fee Rate Credit Rating Xxxxx 0 0.125% Credit Rating Xxxxx 0 0.15% Credit Rating Xxxxx 0 0.20% Credit Rating Xxxxx 0 0.25% Credit Rating Xxxxx 0 0.30% The Facility Fee shall be calculated for each day and shall be payable quarterly in arrears on the first (1st) day of each fiscal quarter for the immediately preceding fiscal quarter or portion thereof, and on any earlier date on which the Revolving Credit Commitments shall be reduced or shall terminate as provided in §2.4, with a final payment on the Revolving Credit Maturity Date. The Unused Fees and Facility Fees will be calculated on a 360-day basis. If the Parent has made the Ratings Grid Election as described above but thereafter fails to maintain an Investment Grade Rating by at least one of S&P or Xxxxx’x, then (x) Unused Fees Fee shall be payable during determined by reference to the period commencing on Credit Rating Level in effect from time to time; provided, however, that no change in the Facility Fee rate resulting from a change in the Credit Rating Level shall be effective until three (3) Business Days after the date on which the Parent no longer has an Investment Grade Rating by at least one Agent receives written notice of S&P or Xxxxx’x and ending on the date the Parent makes another Ratings Grid Election, and (y) no Facility Fees shall be payable during the period that Unused Fees are payablea change.

Unused Fee; Facility Fee. The Borrower shall pay to the Administrative Agent for the account of the Banks an unused commitment fee (the “Unused Fee”)) with respect to the Revolving Facility, from the date hereof or upon the effectiveness of any Assignment and Acceptance pursuant to which it became a Bank until the Revolving Facility Maturity Date, payable in arrears quarterly on the last day of each March, June, September and December, commencing March 31, 20142017, and on the Revolving Facility Maturity Date. The Unused Fee payable in Dollars for the account of each Bank shall be calculated for each period for which the Unused Fee is payable on the average daily Unused Revolving Facility Commitment of such Bank during such period at the rate per annum equal to, (a) for any period in which the average daily Unused Revolving Facility Commitment of such Bank for such period is less than 50% of such Bank’s aggregate Commitments, 0.250.20% per annum, and (b) for any period in which the average daily Unused Revolving Facility Commitment of such Bank for such period is greater than or equal to 50% of such Bank’s aggregate Commitments, 0.30% per annum; provided, however, that in the event that the Parent achieves an Investment Grade Rating and the Parent provides written notice to the Administrative Agent electing to convert to the ratings-based pricing grid set forth in the definition of “Applicable Margin”, the Borrower shall no longer pay Unused Fees immediately following the effectiveness of such notice. For each succeeding quarter, the Borrower shall pay a facility fee (the “Facility Fee Fee”) at the applicable rate set forth in such pricing grid times the actual daily amount of each Bank’s Commitment, regardless of usage. Each Facility Fee will be payable quarterly in arrears on the last day of each March, June, September and December, and on the Revolving Facility Maturity Date. The Unused Fees and Facility Fees will be calculated on a 360-day basis. If the Parent has made the Ratings Grid Election as described above but thereafter fails to maintain an Investment Grade Rating by at least one of S&P or Xxxxx’x, then (x) Unused Fees shall be payable during the period commencing on the date the Parent no longer has an Investment Grade Rating by at least one of S&P or Xxxxx’x and ending on the date the Parent makes another Ratings Grid Election, and (y) no Facility Fees shall be payable during the period that Unused Fees are payable.

Unused Fee; Facility Fee. The Borrower shall pay to the Administrative Agent for the account of the Banks Revolving Credit Lenders an unused commitment fee (the “Unused Fee”), from the date hereof or or, if later, upon the effectiveness of any Assignment and Acceptance or Accession Agreement, as applicable, pursuant to which it became a Bank Revolving Credit Lender until the RC Maturity Date, payable in arrears quarterly on the last day of each March, June, September and December, commencing March 31on September 30, 20142021, and on the RC Maturity Date. The Unused Fee payable in Dollars for the account of each Bank Revolving Credit Lender shall be calculated for each period for which the Unused Fee is payable on the average daily Unused Revolving Credit Commitment of such Bank Revolving Credit Lender during such period at the rate per annum equal to, (a) for any period in which the average daily Unused Revolving Credit Commitment of such Bank Revolving Credit Lender for such period is less than 50% of such BankRevolving Credit Lender’s aggregate Revolving Credit Commitments, 0.250.15% per annum, and (b) for any period in which the average daily Unused Revolving Credit Commitment of such Bank Revolving Credit Lender for such period is greater than or equal to 50% of such BankRevolving Credit Lender’s aggregate Revolving Credit Commitments, 0.300.20% per annum; provided, however, that in the event that the Borrower or the Parent achieves an Investment Grade Rating and the Parent provides written notice to the Administrative Agent electing to convert to the ratings-based pricing grid set forth in the definition of “Applicable Margin”Borrower makes a Ratings Grid Election, the Borrower shall no longer pay Unused Fees immediately following the effectiveness end of the quarter during which the Administrative Agent receives such notice. For each succeeding quarter, the Borrower shall pay a facility fee (the “Facility Fee Fee”) at the applicable rate set forth in such the Debt Ratings pricing grid in the definition of “Applicable Margin”, times the actual daily amount of each BankRevolving Credit Lender’s Revolving Credit Commitment, regardless of usage. Each Facility Fee will be payable quarterly in arrears on the last day of each March, June, September and December, and on the RC Maturity Date. The Unused Fees and Facility Fees will be calculated on a 360-day 360‑day basis. If the Parent has made the Ratings Grid Election as described above but thereafter fails to maintain an Investment Grade Rating by at least one of S&P or Xxxxx’x, then (x) Unused Fees shall be payable during the period commencing on the date the Parent no longer has an Investment Grade Rating by at least one of S&P or Xxxxx’x and ending on the date the Parent makes another Ratings Grid Election, and (y) no Facility Fees shall be payable during the period that Unused Fees are payable.

Unused Fee; Facility Fee. The Borrower shall pay to the Administrative Agent for the account of the Banks Lenders an unused commitment fee (the “Unused Fee”), from the date hereof or upon the effectiveness of any Assignment and Acceptance Assumption pursuant to which it became a Bank Lender until the Maturity DateTermination Date or in the event that the Borrower obtains an Investment Grade Rating, until the end of the quarter during which the Administrative Agent receives notice that the Borrower has made a Ratings Grid Election, payable in arrears quarterly on the last day of each March, June, September and December, commencing on March 31, 20142018, and on the Maturity Termination Date. The Unused Fee payable in Dollars for the account of each Bank Lender shall be calculated for each period for which the Unused Fee is payable on the average daily Unused Commitment of such Bank Lender during such period at the rate per annum equal to, (a) for any period in which the average daily Unused Commitment of such Bank Lender for such period is less than or equal to 50% of such BankLender’s aggregate Commitments, 0.250.15% per annum, and (b) for any period in which the average daily Unused Commitment of such Bank Lender for such period is greater than or equal to 50% of such BankLender’s aggregate Commitments, 0.300.25% per annum; provided, however, that in the event that the Parent achieves an Investment Grade Rating and the Parent provides written notice . The Borrower shall pay to the Administrative Agent electing to convert to for the ratings-based pricing grid set forth in account of the definition Lenders a facility fee (the “Facility Fee”) from the first day of “Applicable Margin”, the first quarter following a Ratings Grid election by the Borrower shall no longer pay Unused Fees immediately following until the effectiveness of such notice. For each succeeding quarterTermination Date, the Borrower shall pay a Facility Fee at the applicable rate set forth in such pricing grid times the actual daily amount of each Bank’s Commitment, regardless of usage. Each Facility Fee will be payable quarterly in arrears quarterly on the last day of each March, June, September and December, and on the Maturity Termination Date. The Unused Fees and Facility Fees will Fee for the account of each Lender shall be calculated for each period for which the Facility Fee is payable based on a 360-day basisrate per annum equal to the Applicable Facility Fee Percentage times the actual daily amount of each Lender’s Commitment, regardless of usage. If The Borrower acknowledges that the Parent has made fees payable hereunder are bona fide commitment fees and are intended as reasonable compensation to the Ratings Grid Election Lenders for committing to make funds available to the Borrower as described above but thereafter fails to maintain an Investment Grade Rating by at least one of S&P or Xxxxx’x, then (x) Unused Fees shall be payable during the period commencing on the date the Parent herein and for no longer has an Investment Grade Rating by at least one of S&P or Xxxxx’x and ending on the date the Parent makes another Ratings Grid Election, and (y) no Facility Fees shall be payable during the period that Unused Fees are payableother purposes.