Common use of Ticking Fee Clause in Contracts

Ticking Fee. On the third Business Day following the Seventh Amendment Effective Date, as consideration for the Seventh Amendment Incremental Term Loan Commitments, the Borrowers agree to pay to the Administrative Agent, for the account of each Seventh Amendment Incremental Term Lender, a ticking fee (the “Ticking Fee”) on the amount of Seventh Amendment Incremental Term Loan Commitments that were held by such Seventh Amendment Incremental Term Lender on the Seventh Amendment Effective Date which shall be paid at a per annum rate (calculated on the basis of a year of 360 days and the actual number of days elapsed during the applicable period) equal to (i) from and including the date that is 46 days after February 13, 2023 (the “Allocation Date”) through and excluding the date that is the earlier of (x) the Seventh Amendment Effective Date and (y) 91 days after the Allocation Date, 50% of the Applicable Rate applicable to (A) with respect to the Seventh Amendment Dollar Incremental Term Loans, Seventh Amendment Dollar Incremental Term Loans that are Term SOFR Rate Loans and (B) Seventh Amendment Euro Incremental Term Loans, Seventh Amendment Euro Incremental Term Loans that are LIBO Rate Loans and (ii) from and including the date that is 91 days after the Allocation Date through and excluding the Seventh Amendment Effective Date, 100% of the Applicable Rate applicable to (A) with respect to the Seventh Amendment Dollar Incremental Term Loans, Seventh Amendment Dollar Incremental Term Loans that are Term SOFR Rate Loans and (B) Seventh Amendment Euro Incremental Term Loans, Seventh Amendment Euro Incremental Term Loans that are LIBO Rate Loans. The Ticking Fee shall be earned on, and subject to the occurrence of, the Seventh Amendment Effective Date.

Ticking Fee. On the third Business Day following the Seventh Fifth Amendment Effective Date, as consideration for the Seventh Fifth Amendment Dollar Incremental Term Loan Commitments, the Borrowers agree to pay to the Administrative Agent, for the account of each Seventh Fifth Amendment Incremental Term Lender, a ticking fee (the “Ticking Fee”) on the amount of Seventh Fifth Amendment Dollar Incremental Term Loan Commitments that were held by such Seventh Fifth Amendment Incremental Term Lender on the Seventh Fifth Amendment Effective Date which shall be paid at a per annum rate (calculated on the basis of a year of 360 days and the actual number of days elapsed during the applicable period) equal to (i) from and including the date that is 46 days after February 13, 2023 (the “Allocation Date”) through and excluding the date that is the earlier of (x) the Seventh Fifth Amendment Effective Date and (y) 91 days after the Allocation Date, 50% of the Applicable Rate applicable to (A) with respect to the Seventh Amendment Dollar Incremental Term Loans, Seventh Fifth Amendment Dollar Incremental Term Loans that are Term SOFR Rate Loans and (B) Seventh Amendment Euro Incremental Term Loans, Seventh Amendment Euro Incremental Term Loans that are LIBO Rate Loans and (ii) from and including the date that is 91 days after the Allocation Date through and excluding the Seventh Fifth Amendment Effective Date, 100% of the Applicable Rate applicable to (A) with respect to the Seventh Amendment Dollar Incremental Term Loans, Seventh Fifth Amendment Dollar Incremental Term Loans that are Term SOFR Rate Loans and (B) Seventh Amendment Euro Incremental Term Loans, Seventh Amendment Euro Incremental Term Loans that are LIBO Rate Loans. The Ticking Fee shall be earned on, and subject to the occurrence of, the Seventh Fifth Amendment Effective Date.

Ticking Fee. On the third Business Day following the Seventh Amendment Effective Date, as consideration for the Seventh Amendment Incremental Term Loan Commitments, the Borrowers agree to The Borrower shall pay to the Administrative Agent, for the account of each Seventh Initial Term Lender and each Fourth Amendment Incremental IncrementalDelayed Draw Term Lender, a ticking fee (the “Ticking Fee”) calculated for each day at the Applicable Ticking Fee Rate for such day, on the amount of Seventh the unused Initial Term Commitment and unused Fourth Amendment IncrementalDelayed Draw Term Commitments, as applicable, of such Lender on such day, which shall accrue during the period (i) with respect to Initial Term Commitments (other than the Second Amendment Incremental Term Loan Commitments that were held by such Seventh Amendment Incremental Term Lender on Commitment), from the Seventh Amendment Effective Closing Date which shall be paid at a per annum rate (calculated on the basis of a year of 360 days and the actual number of days elapsed during the applicable period) equal to (i) from and including the date that is 46 days after February 13, 2023 (the “Allocation Date”) through and but excluding the date that is the earlier of (x) the Seventh Amendment Effective Delayed Draw Termination Date and (y) 91 days after the Allocation Datedate on which the Initial Term Loans (other than the Second Amendment Incremental Term Loans) are drawn in full, 50% of the Applicable Rate applicable to (Aii) with respect to the Seventh Second Amendment Dollar Incremental Term LoansCommitment, Seventh from the Second, from the Amendment Dollar Incremental Effective Date to but excluding the earlier of (x) the Second AmendmentFinal Delayed Draw Termination Date and (y) the date on which the Second Amendment Incrementalall additional Initial Term Loans that in respect of Initial Delayed Draw Term Commitments are Term SOFR Rate Loans drawn in full and (B) Seventh Amendment Euro Incremental Term Loans, Seventh Amendment Euro Incremental Term Loans that are LIBO Rate Loans and (ii) from and including the date that is 91 days after the Allocation Date through and excluding the Seventh Amendment Effective Date, 100% of the Applicable Rate applicable to (Aiii) with respect to the Seventh Fourth Amendment Dollar Incremental Term LoansCommitment, Seventh from the Fourth Amendment Dollar Effective Date to but excluding the earlier of (x) the Fourth Amendment Delayed Draw Termination Date and (y) the date on which the Fourth Amendment [[6419514]][[8001818]] Incremental Term Loans that are Term SOFR Rate Loans and (B) Seventh Amendment Euro Incremental Term Loans, Seventh Amendment Euro Incremental Term Loans that are LIBO Rate Loansdrawn in fullpursuant to Section 2.01(c). The Ticking Fee shall be earned ondue and payable quarterly in arrears on the last Business Day of each March, June, September and subject December, commencing with (x) with respect to Initial Term Commitments (other than the Second Amendment Incremental Term Commitment), March 31, 2023, (y) with respect to the occurrence ofSecond Amendment Incremental Term Commitment, December 31, 2023 and (z) with respect to the Seventh Fourth Amendment Effective DateIncremental Term Commitment, September 30, 2024. The Ticking Fee shall be calculated quarterly in arrears.December 31, 2025.

Ticking Fee. On the third Business Day following the Seventh Amendment Effective Date, as consideration for the Seventh Amendment Incremental Term Loan Commitments, the Borrowers agree to The Borrower shall pay to the Administrative Agent, for the account of each Seventh Initial Term Lender and each Fourth Amendment Incremental Term Lender, a ticking fee (the “Ticking Fee”) calculated for each day at the Applicable Ticking Fee Rate for such day, on the amount of Seventh the unused Initial Term Commitment of such Initial Termand unused Fourth Amendment Incremental Term Loan Commitments, as applicable, of such Lender on such day, which shall accrue during the period (i) with respect to Initial Term Commitments that were held by such Seventh (other than the Second Amendment Incremental Term Lender on Commitment), from the Seventh Amendment Effective Closing Date which shall be paid at a per annum rate (calculated on the basis of a year of 360 days and the actual number of days elapsed during the applicable period) equal to (i) from and including the date that is 46 days after February 13, 2023 (the “Allocation Date”) through and but excluding the date that is the earlier of (x) the Seventh Amendment Effective Delayed Draw Termination Date and (y) 91 days after the Allocation Datedate on which the Initial Term Loans (other than the Second Amendment Incremental Term Loans) are drawn in full and, 50% of the Applicable Rate applicable to (Aii) with respect to the Seventh Second Amendment Dollar Incremental Term LoansCommitment, Seventh from the Second Amendment Dollar Effective Date to but excluding the earlier of (x) the Second Amendment Delayed Draw Termination Date and (y) the date on which the Second Amendment Incremental Term Loans that are Term SOFR Rate Loans drawn in full and (B) Seventh Amendment Euro Incremental Term Loans, Seventh Amendment Euro Incremental Term Loans that are LIBO Rate Loans and (ii) from and including the date that is 91 days after the Allocation Date through and excluding the Seventh Amendment Effective Date, 100% of the Applicable Rate applicable to (Aiii) with respect to the Seventh Fourth Amendment Dollar Incremental Term LoansCommitment, Seventh from the Fourth Amendment Dollar Effective Date to but excluding the earlier of (x) the Fourth Amendment Delayed Draw Termination Date and (y) the date on which the Fourth Amendment Incremental Term Loans that are Term SOFR Rate Loans and (B) Seventh Amendment Euro Incremental Term Loans, Seventh Amendment Euro Incremental Term Loans that are LIBO Rate Loansdrawn in full. The Ticking Fee shall be earned ondue and payable quarterly in arrears on the last Business Day of each March, June, September and subject December, commencing with (x) with respect to Initial Term Commitments (other than the Second Amendment Incremental Term Commitment), March 31, 2023 and, (y) with respect to the occurrence ofSecond Amendment Incremental Term Commitment, December 31, 2023 and (z) with respect to the Seventh Fourth Amendment Effective DateIncremental Term Commitment, September 30, 2024. The Ticking Fee shall be calculated quarterly in arrears.