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 shall pay to the Administrative Agent, Agent for the account of each Lender, the Lenders a ticking fee (the “Ticking Fee”) at the Facility Fee Rate payable in arrears 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 occur such date, on April 30, 1998, (A) for the period commencing February 27, 1998 until the earliest of (i) the Availability 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 date Termination Date, at the rate of 37.5 basis points per annum (calculated on which the basis of a 360-day year) on the sum of the Commitments have terminated or expired (of each Lender hereunder; provided, however, that any ticking fee accrued with respect to the “Commitment Termination Date”); or (iii) April 1, 2015 (of a Defaulting Lender during the period prior to the time such earlier date, the “Ticking Fee End Date”). The accrued Lender became a Defaulting Lender and unpaid portion of at such time shall not be payable by the Ticking Fee will be fully earned and 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 in cash: (1) by the Borrower prior to such time; and provided further that no ticking fee shall accrue on the date that is the earlier Commitment 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 a Defaulting Lender so long as such Lender 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 therewitha Defaulting Lender.