Common use of Ticking Fee Clause in Contracts

Ticking Fee. The Borrower shall pay to the Administrative Agent for the account of the Lenders a ticking fee payable in arrears on the earlier of the Funding Date and the Termination Date and, in addition, if neither the Funding Date nor the Termination Date has occurred prior to such date, on April 30, 1998, (A) for the period commencing February 27, 1998 until the earliest of (i) the Funding Date, (ii) April 30, 1998 and (iii) the Termination Date, at the rate of 25 basis points per annum (calculated on the basis of a 360-day year) on the sum of the Commitments of each Lender hereunder and (B) for the period commencing May 1, 1998 until the earlier of (i) the Funding Date and (ii) the Termination Date, at the rate of 37.5 basis points per annum (calculated on the basis of a 360-day year) on the sum of the Commitments of each Lender hereunder; provided, however, that any ticking fee accrued with respect to the Commitment of a Defaulting Lender during the period prior to the time such Lender became a Defaulting Lender and unpaid at such time shall not be payable by the Borrower to such Defaulting Lender so long as such Lender shall be a Defaulting Lender except to the extent that such ticking fee shall otherwise have been due and payable by the Borrower prior to such time; and provided further that no ticking fee shall accrue on the Commitment of a Defaulting Lender so long as such Lender shall be a Defaulting Lender.

Ticking Fee. The Borrower If the conditions set forth in Section10.3 (other than those conditions which are to be satisfied at the Closing) have been satisfied or waived and the Closing Date does not occur on or prior to the date which is sixty (60) days following the date that Seller Parent delivers the Required Financial Information to Buyer (the “Ticking Fee Start Date”), on the first (1st) Business Day following such Ticking Fee Start Date, Buyer shall pay to Seller Parent the Administrative Agent for Weekly Ticking Fee. Buyer shall continue to pay the account of Weekly Ticking Fee every seventh (7th) calendar day following the Lenders Ticking Fee Start Date (unless such date is not a ticking fee payable Business Day, in arrears which case the relevant Weekly Ticking Fee will be paid on the earlier of first Business Day following the Funding Date date upon which the Weekly Ticking Fee becomes due and the Termination Date and, in addition, if neither the Funding Date nor the Termination Date has occurred prior to such date, on April 30, 1998, (Apayable) for the period commencing February 27, 1998 until the earliest of (i) the Funding Date, (ii) April 30, 1998 and (iii) the Termination Date, at the rate of 25 basis points per annum (calculated on the basis of a 360-day year) on the sum of the Commitments of each Lender hereunder and (B) for the period commencing May 1, 1998 until the earlier of (i) the Funding Closing Date and or (ii) the Termination date upon which this Agreement is terminated pursuant to ARTICLE XI (such earlier date, the “Ticking Fee End Date”). If the Ticking Fee End Date is the Closing Date, at the rate of 37.5 basis points per annum (calculated Closing, Buyer shall pay the Final Ticking Fee in accordance with Section 3.2(b)(iii). If the Ticking Fee End Date is not the Closing Date, Buyer shall pay the Final Ticking Fee on the basis of a 360-day yearsecond (2nd) on Business Day following the sum Ticking Fee End Date. If the Closing Date occurs fewer than seven (7) calendar days following the Ticking Fee Start Date, the Closing Payment shall be reduced by an amount equal to one seventh (1/7th) of the Commitments Weekly Ticking Fee multiplied by the number obtained by subtracting (A) the number of each Lender hereunder; provided, however, that any ticking fee accrued with respect days which have elapsed between the Ticking Fee Start Date and the Closing Date (inclusive) from (B) seven (7). All Ticking Fees shall be paid by wire transfer of immediately available funds to the Commitment of a Defaulting Lender during the period an account designated by Seller Parent not less than two (2) Business Days prior to the time such Lender became a Defaulting Lender and unpaid at such time shall not be payable by date upon which the Borrower to such Defaulting Lender so long as such Lender shall be a Defaulting Lender except to the extent that such ticking fee shall otherwise have been relevant Ticking Fee becomes due and payable by the Borrower prior to such time; and provided further that no ticking fee shall accrue on the Commitment of a Defaulting Lender so long as such Lender shall be a Defaulting Lenderpayable.

Ticking Fee. The As consideration for the Commitments of the Lenders, the Borrower shall agrees to pay to the Administrative Agent Agent, for the account of the Lenders each Lender, a ticking fee payable in arrears (the “Ticking Fee”) at the Facility Fee Rate on each Lender’s Commitment, accruing from and including (a) October 15, 2014 until (b) the earlier of the Funding Date and the Termination Date and, in addition, if neither the Funding Date nor the Termination Date has occurred prior to such date, on April 30, 1998, (A) for the period commencing February 27, 1998 until the earliest occur of (i) the Funding Availability Date, ; (ii) April 30, 1998 and the date on which the Commitments have terminated or expired (the “Commitment Termination Date”); or (iii) April 1, 2015 (such earlier date, the Termination “Ticking Fee End Date, at ”). The accrued and unpaid portion of the rate of 25 basis points per annum Ticking Fee will be fully earned and shall be due and payable in cash: (calculated on the basis of a 360-day year1) on the sum of the Commitments of each Lender hereunder and (B) for the period commencing May 1, 1998 until date that is the earlier of (ix) December 1, 2014 or (y) the Funding Date Ticking Fee End Date; and (ii2) if the Ticking Fee End Date has not occurred on or before December 1, 2014, on the date that is the earlier of (x) March 1, 2015 or (y) the Termination Ticking Fee End Date; and (3) if the Ticking Fee End Date has not occurred on or before March 1, at the rate of 37.5 basis points per annum (calculated 2015, on the basis Ticking Fee End Date. The Ticking Fee shall be paid in immediately available funds without setoff, counterclaim or deduction and shall not be refundable under any circumstances. The Ticking Fee payable pursuant to this Section 4.1 shall be in lieu of a 360-day year) on the sum of the Commitments of each Lender hereunder; provided, however, that any other ticking fee accrued with respect payable pursuant to the Commitment Letter (including the Term Sheet attached thereto) dated as of a Defaulting Lender during May 15, 2014 by and among the period prior to Borrower, the time such Lender became a Defaulting Lender Arrangers and unpaid at such time shall not be payable by the other parties thereto or under any fee letter between the Borrower to such Defaulting Lender so long as such Lender shall be a Defaulting Lender except to the extent that such ticking fee shall otherwise have been due and payable by the Borrower prior to such time; and provided further that no ticking fee shall accrue on the Commitment of a Defaulting Lender so long as such Lender shall be a Defaulting Lenderany Arranger executed in connection therewith.