Common use of Ticking Fee Clause in Contracts

Ticking Fee. As consideration for the Commitments of the Lenders, the Borrower agrees to pay to the Administrative Agent, for the account of each Lender, a ticking fee (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 to occur of (i) the Availability Date; (ii) the date on which the Commitments have terminated or expired (the “Commitment Termination Date”); or (iii) April 1, 2015 (such earlier date, the “Ticking Fee End Date”). The accrued and unpaid portion of the Ticking Fee will be fully earned and shall be due and payable in cash: (1) on the date that is the earlier of (x) December 1, 2014 or (y) the Ticking Fee End Date; and (2) 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 Ticking Fee End Date; and (3) if the Ticking Fee End Date has not occurred on or before March 1, 2015, on the 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 any other ticking fee payable pursuant to the Commitment Letter (including the Term Sheet attached thereto) dated as of May 15, 2014 by and among the Borrower, the Arrangers and the other parties thereto or under any fee letter between the Borrower and any Arranger executed in connection therewith.

Ticking Fee. As consideration for If the Commitments of conditions set forth in Section10.3 (other than those conditions which are to be satisfied at the Lenders, Closing) have been satisfied or waived and the Borrower agrees to pay Closing Date does not occur on or prior to the Administrative Agent, for date which is sixty (60) days following the account of each Lender, a ticking fee 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 Weekly Ticking Fee”. Buyer shall continue to pay the Weekly Ticking Fee every seventh (7th) at calendar day following the Facility Ticking Fee Rate Start Date (unless such date is not a Business Day, in which case the relevant Weekly Ticking Fee will be paid on each Lender’s Commitment, accruing from the first Business Day following the date upon which the Weekly Ticking Fee becomes due and including (apayable) October 15, 2014 until (b) the earlier to occur of (i) the Availability Date; Closing Date or (ii) the date on upon which the Commitments have this Agreement is terminated or expired (the “Commitment Termination Date”); or (iii) April 1, 2015 pursuant to ARTICLE XI (such earlier date, the “Ticking Fee End Date”). The accrued and unpaid portion of the Ticking Fee will be fully earned and shall be due and payable in cash: (1) on the date that is the earlier of (x) December 1, 2014 or (y) the Ticking Fee End Date; and (2) if 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 1Closing Date, 2015 or (y) at the Closing, Buyer shall pay the Final Ticking Fee End Date; and (3) if in accordance with Section 3.2(b)(iii). If the Ticking Fee End Date has is not occurred the Closing Date, Buyer shall pay the Final Ticking Fee on or before March 1, 2015, on the second (2nd) Business Day following the Ticking Fee End Date. The 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 Weekly Ticking Fee multiplied by the number obtained by subtracting (A) the number of 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 in by wire transfer of immediately available funds without setoff, counterclaim or deduction and shall to an account designated by Seller Parent not be refundable under any circumstances. The less than two (2) Business Days prior to the date upon which the relevant Ticking Fee payable pursuant to this Section 4.1 shall be in lieu of any other ticking fee payable pursuant to the Commitment Letter (including the Term Sheet attached thereto) dated as of May 15, 2014 by becomes due and among the Borrower, the Arrangers and the other parties thereto or under any fee letter between the Borrower and any Arranger executed in connection therewithpayable.

Ticking Fee. As consideration for the Commitments of the Lenders, the The Borrower agrees to pay to the Administrative Agent, Agent for the account of each LenderLender in accordance with its Applicable Percentage, a ticking fee (the “Ticking Fee”) equal to the Applicable Rate times the actual daily amount of the Aggregate Commitments then in effect. The Ticking Fee shall accrue at all times during the Facility Fee Rate on each Lender’s Commitment, accruing period from and including (a) October 15, 2014 until (b) the earlier 31st day following the Execution Date to the earliest to occur of (ix) the Availability Closing Date; , (iiy) the date on which the Commitments have terminated or expired (the “Commitment Termination Date”); or (iii) April 1, 2015 (such earlier date, the “Ticking Fee End Date”). The accrued and unpaid portion of termination in full of the Ticking Fee will be fully earned Aggregate Commitments in accordance with Section 2.06 and (z) the date of termination of this Agreement and all Loan Documents pursuant to Section 10.19, including at any time during which one or more of the conditions in Article IV is not met, and shall be due and payable quarterly in cash: (1) arrears on the last Business Day of each March, June, September and December, commencing with the first such date to occur after the 31st day following the Execution Date, and on the Closing Date or the date of such termination, as applicable, provided that is the earlier of (xA) December 1, 2014 or (y) the no Ticking Fee End Date; shall accrue on the Commitment of a Defaulting Lender so long as such Lender shall be a Defaulting Lender and (2B) if the any Ticking Fee End Date has 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 occurred on or before December 1, 2014, on be payable by the date that is the earlier of (x) March 1, 2015 or (y) the Ticking Fee End Date; and (3) if the Ticking Fee End Date has not occurred on or before March 1, 2015, on the Ticking Fee End DateBorrower so long as such Lender shall be a Defaulting Lender. The Ticking Fee shall be paid calculated quarterly in immediately available funds without setoffarrears, counterclaim or deduction and shall not be refundable under if there is any circumstances. The Ticking Fee payable pursuant to this Section 4.1 change in the Applicable Rate during any quarter, the actual daily amount shall be computed and multiplied by the Applicable Rate separately for each period during such quarter that such Applicable Rate was in lieu of any other ticking fee payable pursuant to the Commitment Letter (including the Term Sheet attached thereto) dated as of May 15, 2014 by and among the Borrower, the Arrangers and the other parties thereto or under any fee letter between the Borrower and any Arranger executed in connection therewitheffect.

Ticking Fee. As consideration for Following the Commitments date of allocation of the Acquisition Term Loan Commitments by the Acquisition Term Loan Arrangers to Future Acquisition Lenders, as such date is determined by the Borrower agrees to Acquisition Term Loan Arrangers (the “Allocation Date”), if the Acquisition Term Loan Commitments remain outstanding and unborrowed for more than thirty (30) days after the Allocation Date, the Company shall pay a ticking fee (the “Ticking Fee”) to the Administrative Agent, for the account of each Person that commits to the Acquisition Term Loan Arrangers after the date hereof to become a Future Acquisition Lender, a ticking fee on the principal amount of the Acquisition Term Loan Commitments allocated to, and agreed and accepted by, such Future Acquisition Lender, which Ticking Fee shall be calculated as set forth in the following paragraph. The Ticking Fee shall accrue during the period (the “Ticking FeeFee Period”) at that commences on the Facility Fee Rate thirty first (31st) day following the Allocation Date and ends on each Lender’s Commitment, accruing from and including (a) October 15, 2014 until (b) the earlier to occur of (ix) the Availability Date; (ii) the date on which the Commitments have terminated or expired (the “Commitment Termination Date”); or (iii) April 1, 2015 (such earlier date, the “Ticking Fee End Date”). The accrued Acquisition Term Loan Closing Date and unpaid portion of the Ticking Fee will be fully earned and shall be due and payable in cash: (1) on the date that is the earlier of (x) December 1, 2014 or (y) the Ticking Fee End Date; and (2) if date of termination or expiration of 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 Ticking Fee End Date; and (3) if the Ticking Fee End Date has not occurred on or before March 1, 2015, on the Ticking Fee End DateAcquisition Term Loan Commitments hereunder. The Ticking Fee shall be paid calculated at a rate equal to: (i) 50% of the Applicable Margin for Eurodollar Loans during any portion of the Ticking Fee Period on and after the thirty-first (31st) day following the Allocation Date until (and including) the sixtieth (60th) day following the Allocation Date, and (ii) 100% of the Applicable Margin for Eurodollar Loans during any portion of the Ticking Fee Period on and after the sixty-first (61st) day following the Allocation Date, in immediately available funds without setoffeach case, counterclaim or deduction and such Ticking Fee shall be computed on the basis of the actual number of days elapsed over a 360-day year. In any event, any accrued Ticking Fee shall be payable on the last day of the Ticking Fee Period. Such last day shall not be refundable under any circumstancesincluded in the accrual of the Ticking Fee. The It is understood and agreed that the Ticking Fee payable pursuant shall not accrue to this Section 4.1 shall be in lieu of any other ticking fee payable pursuant to the Commitment Letter (including the Acquisition Term Sheet attached thereto) dated as of May 15, 2014 by and among the Borrower, the Arrangers and the other parties thereto or under any fee letter between the Borrower and any Loan Arranger executed in connection therewithfor its own account.

Ticking Fee. As consideration for the Commitments of the Lenders, the The Borrower agrees to shall pay to the Administrative Agent, for the account of each LenderDelayed Draw Term Loan Lender in accordance with its Delayed Draw Term Loan Commitment Percentage, a ticking fee (the “Ticking Fee”) at equal to the Facility Fee Rate on each Lender’s Commitment, accruing from and including (a) October 15, 2014 until (b) Applicable Margin times the earlier to occur of (i) the Availability Date; (ii) the date on which the Commitments have terminated or expired (the “Commitment Termination Date”); or (iii) April 1, 2015 (such earlier date, the “Ticking Fee End Date”). The accrued and unpaid actual daily unused portion of the aggregate Delayed Draw Term Loan Commitments, subject to adjustments as provided in Section 2.16. The Ticking Fee will be fully earned shall accrue at all times during the period commencing on the Ticking Fee Start Date to and including the last day of the Delayed Draw Term Loan Availability Period, including at any time during which one or more of the conditions in Section 5 is not met, and shall be due and payable quarterly in cash: (1) arrears on the last Business Day of each March, June, September and December, commencing with the first such date that is the earlier of (x) December 1, 2014 or (y) to occur after the Ticking Fee End Start Date, and on the last day of the Delayed Draw Term Loan Availability Period; and provided that (2i) if no portion of the Ticking Fee End Date has not occurred on or before December 1, 2014, shall accrue on the date that is the earlier Delayed Draw Term Loan Commitment of a Defaulting Lender so long as such Lender shall be a Defaulting Lender and (xii) March 1, 2015 or (y) any portion of the Ticking Fee End Date; accrued with respect to the Delayed Draw Term Loan Commitment of a Defaulting Lender during the period prior to the time such Lender became a Defaulting Lender and (3) if unpaid at such time shall not be payable by the Ticking Fee End Date has not occurred on or before March 1, 2015, on the Ticking Fee End DateBorrower so long as such Lender shall be a Defaulting Lender. The Ticking Fee shall be paid calculated quarterly in immediately available funds without setoffarrears, counterclaim or deduction and shall not be refundable under if there is any circumstances. The Ticking Fee payable pursuant to this Section 4.1 change in the Applicable Margin during any quarter, the actual daily amount shall be computed and multiplied by the Applicable Margin separately for each period during such quarter that such Applicable Margin was in lieu of any other ticking fee payable pursuant to the Commitment Letter (including the Term Sheet attached thereto) dated as of May 15, 2014 by and among the Borrower, the Arrangers and the other parties thereto or under any fee letter between the Borrower and any Arranger executed in connection therewitheffect.