Common use of Ticking Fee Clause in Contracts

Ticking Fee. The Borrower shall pay to the Administrative Agent for the account of each Term B Lender in accordance with its Applicable Term B Percentage, a ticking fee (the “Ticking Fee”) (i) for the period commencing on the Closing Date and ending on (but not including) March 3, 2013, equal to 1.75% per annum on the actual daily amount by which the aggregate Term B Commitment (as it may be reduced by a Permitted Term B Reallocation) exceeds the sum of the aggregate Outstanding Amount of Term B Loans, subject to adjustment as provided in Section 2.16, and (ii) for the period commencing on March 3, 2013 and ending on the Term B Advance Period Termination Date, equal to 3.50% per annum on the actual daily amount by which the aggregate Term B Commitment (as it may be reduced by a Permitted Term B Reallocation) exceeds the sum of the aggregate Outstanding Amount of Term B Loans, subject to adjustment as provided in Section 2.16. The Ticking Fee shall accrue at all times during the Term B Advance Period, 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 arrears on the last Business Day of each March, June, September and December, commencing with the first such date to occur after the Closing Date, and on the Term B Advance Period Termination Date. The Ticking Fee shall be calculated quarterly in arrears.

Ticking Fee. The If any Permitted Term B Reallocation occurs in accordance with the terms of this Agreement and the Term B Reallocation Letter, the Borrower shall pay to the Administrative Agent for the account of each Term B Lender in accordance with its Applicable Term B Percentage, a ticking fee (the “Ticking Fee”)) which shall accrue from the date such Permitted Term B Reallocation occurs and is payable in the following amounts during the following periods: (i) for the period commencing on the Closing Date and ending on (but not including) March 3, 2013, a ticking fee equal to 1.75% per annum on the actual daily amount by which the aggregate Term B Commitment (as it may be reduced so increased by a such Permitted Term B Reallocation) exceeds the sum of the aggregate Outstanding Amount of Term B Loans, subject to adjustment as provided in Section 2.16, and (ii) for the period commencing on March 3, 2013 and ending on the Term B Advance Period Termination Date, a ticking fee equal to 3.50% per annum on the actual daily amount by which the aggregate Term B Commitment (as it may be reduced so increased by a such Permitted Term B Reallocation) exceeds the sum of the aggregate Outstanding Amount of Term B Loans, subject to adjustment as provided in Section 2.16. ; The Ticking Fee shall accrue at all times after the Permitted Term B Reallocation and during the Term B Advance Period, 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 arrears on the last Business Day of each March, June, September and December, commencing with the first such date to occur after the Closing DatePermitted Term B Reallocation, and on the Term B Advance Period Termination Date. The Ticking Fee shall be calculated quarterly in arrears.

Ticking Fee. The Borrower shall agrees to pay to the Administrative Agent for the account of each Term B Lender in accordance with its Applicable Term B Percentage, a ticking fee (the “Ticking Fee”) (i) for the period commencing on the Closing Date and ending on (but not including) March 3, 2013, equal to 1.75% per annum on the Applicable Rate times the actual daily amount by which the aggregate Term B Commitment (as it may be reduced by a Permitted Term B Reallocation) exceeds the sum of the aggregate Outstanding Amount of Term B Loans, subject to adjustment as provided Aggregate Commitments then in Section 2.16, and (ii) for the period commencing on March 3, 2013 and ending on the Term B Advance Period Termination Date, equal to 3.50% per annum on the actual daily amount by which the aggregate Term B Commitment (as it may be reduced by a Permitted Term B Reallocation) exceeds the sum of the aggregate Outstanding Amount of Term B Loans, subject to adjustment as provided in Section 2.16effect. The Ticking Fee shall accrue at all times during the Term B Advance Periodperiod from the 31st day following the Execution Date to the earliest to occur of (x) the Closing Date, (y) the date of termination in full of the 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 arrears on the last Business Day of each March, June, September and December, commencing with the first such date to occur after the Closing 31st day following the Execution Date, and on the Term B Advance Period Termination DateClosing Date or the date of such termination, as applicable, provided that (A) no Ticking Fee shall accrue on the Commitment of a Defaulting Lender so long as such Lender shall be a Defaulting Lender and (B) 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 so long as such Lender shall be a Defaulting Lender. The Ticking Fee shall be calculated quarterly in arrears, and if there is any 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 effect.

Ticking Fee. The Borrower shall pay to the Administrative Agent for the account of each Term B Lender in accordance with its Applicable Term B Percentage, a ticking fee (the “"Ticking Fee”") (i) for the period commencing on the Closing Date and ending on (but not including) March 3, 2013, equal to 1.75% per annum on the actual daily amount by which the aggregate Term B Commitment (as it may be reduced by a Permitted Term B Reallocation) exceeds the sum of the aggregate Outstanding Amount of Term B Loans, subject to adjustment as provided in Section 2.16, and (ii) for the period commencing on March 3, 2013 and ending on the Term B Advance Period Termination Date, equal to 3.50% per annum on the actual daily amount by which the aggregate Term B Commitment (as it may be reduced by a Permitted Term B Reallocation) exceeds the sum of the aggregate Outstanding Amount of Term B Loans, subject to adjustment as provided in Section 2.16. The Ticking Fee shall accrue at all times during the Term B Advance Period, 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 arrears on the last Business Day of each March, June, September and December, commencing with the first such date to occur after the Closing Date, and on the Term B Advance Period Termination Date. The Ticking Fee shall be calculated quarterly in arrears.

Ticking Fee. The Borrower shall pay to the Administrative Agent for the account of each Term B Lender in accordance with its Applicable Term B Percentage, a ticking fee (the “Ticking Fee”)) which shall accrue from the Signing Date and is payable in the following amounts during the following periods: (i) for the period commencing on the Closing Signing Date and ending on (but not and including) March 3the date that is 30 days following the Signing Date, 2013, equal to 1.75% per annum no ticking fee shall be paid on the actual daily amount by which the aggregate Term B Commitment (as it may be reduced by a Permitted Term B Reallocation) exceeds the sum of the aggregate Outstanding Amount of unfunded Term B LoansCommitments, subject to adjustment as provided in Section 2.16, and, (ii) for the period commencing the date that is 31 days following the Signing Date and ending on March 3(and including) the date that is 60 days following the Signing Date, 2013 a ticking fee equal to 0.50% per annum on the actual daily amount of the aggregate unfunded Term B Commitments, subject to adjustment as provided in Section 2.16, (iii) for the period commencing on the date that is 61 days following the Signing Date and ending on the Term B Advance Period Termination Date, a ticking fee equal to 3.50% per annum the Applicable Rate (at Pricing Level 2) for Eurodollar Term Loans on the actual daily amount by which the aggregate Term B Commitment (as it may be reduced by a Permitted Term B Reallocation) exceeds the sum of the aggregate Outstanding Amount of unfunded Term B LoansCommitments, subject to adjustment as provided in Section 2.16. ; The Ticking Fee shall accrue at all times during the Term B Advance Period, 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 arrears on the last Business Day of each March, June, September and December, commencing with the first such date to occur after the Closing Datecommencement of the Term B Advance Period, and on the Term B Advance Period Termination Date. The Ticking Fee shall be calculated quarterly in arrears.

Ticking Fee. The If any Permitted Term B Reallocation occurs in accordance with the terms of this Agreement and the Term B Reallocation Letter, the Borrower shall pay to the Administrative Agent for the account of each Term B Lender in accordance with its Applicable Term B Percentage, a ticking fee (the “"Ticking Fee”)") which shall accrue from the date such Permitted Term B Reallocation occurs and is payable in the following amounts during the following periods: (i) for the period commencing on the Closing Date and ending on (but not including) March 3, 2013, a ticking fee equal to 1.75% per annum on the actual daily amount by which the aggregate Term B Commitment (as it may be reduced so increased by a such Permitted Term B Reallocation) exceeds the sum of the aggregate Outstanding Amount of Term B Loans, subject to adjustment as provided in Section 2.16, and (ii) for the period commencing on March 3, 2013 and ending on the Term B Advance Period Termination Date, a ticking fee equal to 3.50% per annum on the actual daily amount by which the aggregate Term B Commitment (as it may be reduced so increased by a such Permitted Term B Reallocation) exceeds the sum of the aggregate Outstanding Amount of Term B Loans, subject to adjustment as provided in Section 2.16. ; The Ticking Fee shall accrue at all times after the Permitted Term B Reallocation and during the Term B Advance Period, 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 arrears on the last Business Day of each March, June, September and December, commencing with the first such date to occur after the Closing DatePermitted Term B Reallocation, and on the Term B Advance Period Termination Date. The Ticking Fee shall be calculated quarterly in arrears.