Common use of Ticking Fee Clause in Contracts

Ticking Fee. If the conditions set forth in Section10.3 (other than those conditions which are to be satisfied at the Closing) have been satisfied or waived and the Closing Date does not occur on or prior to the date which is sixty (60) days following the 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) calendar day following the Ticking Fee Start Date (unless such date is not a Business Day, in which case the relevant Weekly Ticking Fee will be paid on the first Business Day following the date upon which the Weekly Ticking Fee becomes due and payable) until the earlier of (i) the Closing Date or (ii) the date upon which this Agreement is terminated pursuant to ARTICLE XI (such earlier date, the “Ticking Fee End Date”). If the Ticking Fee End Date is the Closing Date, at the Closing, Buyer shall pay the Final Ticking Fee in accordance with Section 3.2(b)(iii). If the Ticking Fee End Date is not the Closing Date, Buyer shall pay the Final Ticking Fee on the second (2nd) Business Day following the Ticking Fee End Date. 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 by wire transfer of immediately available funds to an account designated by Seller Parent not less than two (2) Business Days prior to the date upon which the relevant Ticking Fee becomes due and payable.

Ticking Fee. If the conditions set forth in Section10.3 (other than those conditions which are to be satisfied at the Closing) have been satisfied or waived and the Closing Date does not occur on or prior to the date which is sixty (60) days following the 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 The Borrower shall pay to Seller Parent the Weekly Ticking Fee. Buyer shall continue to pay Administrative Agent for the Weekly Ticking Fee every seventh (7th) calendar day following account of the Ticking Fee Start Lenders a ticking fee payable in arrears on the earlier of the Funding Date (unless such date is not a Business Dayand the Termination Date and, in which case addition, if neither the relevant Weekly Ticking Fee will be paid Funding Date nor the Termination Date has occurred prior to such date, on April 30, 1998, (A) for the period commencing February 27, 1998 until the earliest of (i) the Funding Date, (ii) April 30, 1998 and (iii) the Termination Date, at the rate of 25 basis points per annum (calculated on the first Business Day following basis of a 360-day year) on the date upon which sum of the Weekly Ticking Fee becomes due Commitments of each Lender hereunder and payable(B) for the period commencing May 1, 1998 until the earlier of (i) the Closing Funding Date or and (ii) the date upon which this Agreement is terminated pursuant to ARTICLE XI (such earlier date, the “Ticking Fee End Date”). If the Ticking Fee End Date is the Closing Termination Date, at the Closing, Buyer shall pay the Final Ticking Fee in accordance with Section 3.2(b)(iii). If the Ticking Fee End Date is not the Closing Date, Buyer shall pay the Final Ticking Fee rate of 37.5 basis points per annum (calculated on the second (2ndbasis of a 360-day year) Business Day following on the Ticking Fee End Date. 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) sum of the Weekly Ticking Fee multiplied by Commitments of each Lender hereunder; provided, however, that any ticking fee accrued with respect to the number obtained by subtracting (A) Commitment of a Defaulting Lender during 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 by wire transfer of immediately available funds to an account designated by Seller Parent not less than two (2) Business Days period prior to the date upon which time such Lender became a Defaulting Lender and unpaid at such time shall not be payable by the relevant Ticking Fee becomes 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 payablepayable by the Borrower prior to such time; and provided further that no ticking fee shall accrue on the Commitment of a Defaulting Lender so long as such Lender shall be a Defaulting Lender.

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