Common use of Ticking Fee Clause in Contracts

Ticking Fee. (a) Subject to Clause 31.2 (No commitment fee or ticking fee), the Company must (or must procure that an Obligor will) pay to the Facility Agent for: (i) each Lender under Facility A a ticking fee computed at the rate of 0.20 per cent. of the undrawn, uncancelled amount of the Total Facility A Commitments; (ii) each Lender under Facility B a ticking fee computed at the rate of 0.20 per cent. of the undrawn, uncancelled amount of the Total Facility B Commitments; (iii) each Lender under Facility C a ticking fee computed at the rate of 0.20 per cent. of the undrawn, uncancelled amount of the Total Facility C Commitments; and (iv) each Lender under the Revolving Facility a ticking fee computed at the rate of 0.20 per cent. of the undrawn, uncancelled amount of the Total Revolving Facility Commitments, together the Ticking Fees. (b) Each Ticking Fee will accrue on a daily basis from the date of this Agreement to: (i) in the case of the Term Loans, the earlier of the date on which all amounts under the applicable Facility have been utilised in full and the date on which the Commitments under the applicable Facility are cancelled in full (including cancellation by way of automatic cancellation on the last day of the Availability Period); and (ii) in the case of the Revolving Facility Utilisations, the earlier of the date of first Utilisation and the date on which the Commitments under the Revolving Facility are cancelled in full (including cancellation by way of automatic cancellation on the last day of the Availability Period).

Ticking Fee. (a) Subject to Clause 31.2 If either (No commitment fee i) the Registration Statement is not effective on the date which is 181 days after the Closing Date (the “Target Effective Date”) or ticking fee)(ii) the Registrable Securities are not listed on the securities exchanges provided for in Section 2(i) on the Target Effective Date, the Company must (or must procure that an Obligor will) agrees to pay to Culligan the Facility Agent for: Ticking Fee, during the period from and including the Target Effective Date to and including the date on which both the Registration Statement is effective and the Registrable Securities are so listed (i) the “Ticking Period”). Any such Ticking Fee shall accrue daily and be payable on the first business day of each Lender under Facility A a ticking fee computed at month during the rate of 0.20 per cent. Ticking Period and on the effective date of the undrawn, uncancelled amount Registration Statement. No Ticking Fee shall accrue or be payable (A) during any extension of the Total Facility A Commitments; 180-day initial Lock-Up Period (iias such term is used in the Lock-Up Agreement) each Lender under Facility B a ticking fee computed at pursuant to the rate of 0.20 per cent. terms of the undrawnLock-Up Agreement or (B) to the extent that the Registration Statement is not effective due to Culligan’s (1) failure to furnish the Company information regarding itself as a selling shareholder , uncancelled amount the Registrable Securities held by it or its intended method of the Total Facility B Commitments; distribution thereof or (iii2) each Lender under Facility C a ticking fee computed at the rate breach of 0.20 per cent. any of the undrawn, uncancelled amount of the Total Facility C Commitments; and (iv) each Lender under the Revolving Facility a ticking fee computed at the rate of 0.20 per cent. of the undrawn, uncancelled amount of the Total Revolving Facility Commitments, together the Ticking Feesits covenants or agreements contained hereunder. (b) Each Ticking Fee Culligan agrees that, upon receipt of any notice from the Company of the happening of any event of the kind described in Section 1(b) or 2(g), Culligan will accrue on forthwith discontinue the disposition of its Registrable Securities pursuant to the Registration Statement until Culligan receives copies of a daily basis supplemented or amended prospectus as contemplated by such section. In the event the Company gives any such notice, (i) the applicable time period mentioned in Section 2(b) during which the Registration Statement is to remain effective will be extended by the number of days during the period from and including the date of the giving of such notice pursuant to this Agreement to: Section 6(b) to and including the date when Culligan will have received the copies of the supplemented or amended prospectus contemplated by Section 2(g) and (ii) the Company shall pay to Culligan the Ticking Fee during the period described in clause (i) in the case of the Term Loans, the earlier of the date on which all amounts under the applicable Facility have been utilised in full and the date on which the Commitments under the applicable Facility are cancelled in full (including cancellation by way of automatic cancellation on the last day of the Availability Period); and (ii) in the case of the Revolving Facility Utilisations, the earlier of the date of first Utilisation and the date on which the Commitments under the Revolving Facility are cancelled in full (including cancellation by way of automatic cancellation on the last day of the Availability Period)this sentence.

Ticking Fee. (a) Subject to Clause 31.2 29.2 (No commitment fee or ticking fee), the Company must (or must procure that an Obligor will) pay to the Facility Agent for: (i) each Lender under Facility A a ticking fee computed at the rate of 0.20 per cent. of the undrawn, uncancelled amount of the Total Facility A Commitments; (ii) each Lender under Facility B a ticking fee computed at the rate of 0.20 per cent. of the undrawn, uncancelled amount of the Total Facility B Commitments; (iii) each Lender under Facility C a ticking fee computed at the rate of 0.20 per cent. of the undrawn, uncancelled amount of the Total Facility C Commitments; and (iv) each Lender under the Revolving Facility a ticking fee computed at the rate of 0.20 per cent. of the undrawn, uncancelled amount of the Total Revolving Facility Commitments, together the Ticking Fees. (b) Each Ticking Fee will accrue on a daily basis from the date of this Agreement to: (i) in the case of the Term Loans, the earlier of the date on which all amounts under the applicable Facility have been utilised in full and the date on which the Commitments under the applicable Facility are cancelled in full (including cancellation by way of automatic cancellation on the last day of the Availability Period); and (ii) in the case of the Revolving Facility UtilisationsLoans, the earlier of the date of first Utilisation utilisation of a Loan under this Agreement and the date on which the Commitments under the Revolving Facility are cancelled in full (including cancellation by way of automatic cancellation on the last day of the Availability Period).

Ticking Fee. (a) Subject to Clause 31.2 (No commitment fee or ticking fee)The Company will, the Company must (or must procure that an Obligor will) pay subject to the Facility provisions of this letter pay, or will cause to be paid, to the Agent for:(for the account of each of the Lenders on the relevant date) an aggregate ticking fee (a "Ticking Fee") in respect of each day from (and including) the earlier of‌ (i) each Lender under Facility A a ticking fee computed at the rate of 0.20 per cent. of the undrawn, uncancelled amount of the Total Facility A Commitments; Signing Date and (ii) 30 days after the date of this letter (such earlier date, the "Commencement Date") to (and excluding) the date on which the commitments are cancelled in full, such Ticking Fee to be payable on all undrawn and uncancelled commitments on each Lender under Facility B a ticking fee computed at the rate of 0.20 per cent. of the undrawn, uncancelled amount of the Total Facility B Commitments; (iii) each Lender under Facility C a ticking fee computed at the rate of 0.20 per cent. of the undrawn, uncancelled amount of the Total Facility C Commitments; and (iv) each Lender under the Revolving Facility a ticking fee computed at the rate of 0.20 per cent. of the undrawn, uncancelled amount of the Total Revolving Facility Commitments, together the Ticking Feessuch day. (b) Each For any day on which a Ticking Fee will accrue accrues in accordance with paragraph (a) above, the Ticking Fee to be paid on a daily basis all undrawn and uncancelled commitments on that day shall be equal to the percentage of the Initial Margin (excluding, for the avoidance of doubt, any. interest rate floor) for the Facility set out in the table below opposite the number of days which have elapsed since the Commencement Date: Percentage of Initial Margin Days from the date of this Agreement to:Commencement Date 0% 0 - 60 15% 61 - 120 30% 121+ (ic) The accrued Ticking Fee (if any) is payable in arrears on the case last day of each successive period of three months which ends during the Term LoansCertain Funds Period, the earlier of the date on which all amounts under the applicable Facility have been utilised in full and the date on which the Commitments under the applicable Facility are cancelled in full (including cancellation by way of automatic cancellation on the last day of the Availability Period); Certain Funds Period and (ii) in the case of the Revolving Facility Utilisations, the earlier of the date of first Utilisation and the date on which if the Commitments under the Revolving Facility are cancelled in full (including cancellation by way of automatic cancellation full, on the last day cancelled amount of the Availability Period)relevant Lender's Commitment at the time the cancellation is effective. (d) Ticking Fees shall be calculated on the basis of the actual number of days elapsed and a 365 day year. (e) The Ticking Fee shall be split between the Lenders participating in the Facility pro rata to their respective commitments under the Facility on the applicable date.

Ticking Fee. (a) Subject to Clause 31.2 (No commitment fee or ticking fee), the The Company must shall (or must shall procure that an Obligor one or more Obligors will) pay to the Facility Agent for(for the account of each Lender) a ticking fee in the Base Currency computed at the rate of: (i) each Lender 0.025 per cent. per annum on that Lender’s Available Commitment under Facility A a ticking fee computed at for the rate period commencing on (and including) the date of 0.20 per cent. this Agreement and ending on (but excluding) the date which is the earlier of (A) the undrawn, uncancelled amount date falling 120 days after the date of this Agreement and (B) the Total Facility A CommitmentsUnconditional Date (the “Ticking Fee Period”); (ii) each Lender 0.025 per cent. per annum on that Lender’s Available Commitment under Facility B a ticking fee computed at for the rate of 0.20 per cent. of the undrawn, uncancelled amount of the Total Facility B CommitmentsTicking Fee Period; (iii) each Lender 0.025 per cent. per annum on that Lender’s Available Commitment under Facility C a ticking fee computed at for the rate of 0.20 per cent. of the undrawn, uncancelled amount of the Total Facility C CommitmentsTicking Fee Period; and (iv) each Lender under the Revolving Facility a ticking fee computed at the rate of 0.20 0.025 per cent. of the undrawn, uncancelled amount of the Total Revolving per annum on that Lender’s Available Commitment under Facility Commitments, together D for the Ticking FeesFee Period. (b) Each The accrued ticking fee is payable on the last day of each successive period of three Months which ends during the relevant Ticking Fee will accrue on a daily basis from the date of this Agreement to: (i) in the case of the Term LoansPeriod, the earlier of the date on which all amounts under the applicable Facility have been utilised in full and the date on which the Commitments under the applicable Facility are cancelled in full (including cancellation by way of automatic cancellation on the last day of the Availability Period); Ticking Fee Period and (ii) , if cancelled in full, on the case cancelled amount of the Revolving Facility Utilisations, relevant Lender’s Commitment at the earlier of time the date of first Utilisation and the date on which the Commitments under the Revolving Facility are cancelled in full (including cancellation by way of automatic cancellation on the last day of the Availability Period)is effective.