Common use of Ticking Fee Clause in Contracts

Ticking Fee. The Borrower shall pay to the Administrative Agent for the account of each Lender in accordance with its Applicable Loan Percentage, a ticking fee (the “Ticking Fee”) equal to the Applicable Rate times the actual daily amount by which the Aggregate Commitments exceed the sum of the Outstanding Amount of Loans, subject to adjustment as provided in Section 2.16. The Ticking Fee shall accrue at all times during the Availability 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 last day of the Availability Period. 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 Company shall pay to the Administrative Agent for the account of each Lender in accordance with its Applicable Loan Percentage, a ticking fee (the “Ticking Fee”) in Dollars equal to the Applicable Rate times the actual daily amount by which the Aggregate Commitments exceed the sum of the Outstanding Amount of Loans, subject to adjustment as provided in Section 2.162.17. The Ticking Fee ticking fee shall accrue at all times during the Availability 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 tenth (10th) Business Day after the end of each March, June, September and December, commencing with the first such date to occur after the Closing Effective Date, and on the last day of the Availability Period. The Ticking Fee 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 Lender in accordance with its Applicable Loan PercentagePercentage of the Term Commitments, a ticking fee (the each, a “Ticking Fee”) in Dollars equal to the Applicable Rate times the actual daily amount by which the Aggregate Commitments exceed the sum of the Outstanding Amount of Loans, subject to adjustment as provided in Section 2.16such Term Lender’s Term Commitment. The Ticking Fee Fees shall accrue at all times during the Availability PeriodPeriod for the Term Facility, including at any time during which one or more of the conditions in Article IV Section 4.02 is not met, and shall be due and payable quarterly in arrears on the last Business Day of each MarchApril, JuneJuly, September October and DecemberJanuary, commencing with the first such date to occur after the Closing Effective Date, and on the last day of the Availability PeriodPeriod for the Term Facility. The Ticking Fee Fees 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 Lender in accordance with its Applicable Loan Percentage, a ticking fee (the “Ticking Fee”) equal to the Applicable Rate times the actual daily amount by which the Aggregate Commitments exceed the sum of the Outstanding Amount of Loans, subject to adjustment as provided in Section 2.16unused Aggregate Term Loan Commitments. The Ticking Fee ticking fee shall accrue at all times during the Availability PeriodPeriod until the earlier of (i) the final Funding Date and (ii) the termination of the Availability Period with respect to the Aggregate Term Loan Commitments, 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, December and on the earlier of (x) the Funding Date and (y) the last day of the Availability Period. The Ticking Fee Period with respect to the Aggregate Term Loan Commitments; provided, that no such ticking fee shall accrue on the unused Term Loan Commitment of a Defaulting Lender so long as such Lender 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.a Defaulting Lender. CHAR2\2846261v9

Ticking Fee. The Borrower Company shall pay to the Administrative Agent for the account of each Term Lender in accordance with its Applicable Loan PercentagePercentage of the Term Facility, a ticking fee (the each, a “Ticking Fee”) in Dollars equal to the Applicable Rate times the actual daily amount by which the Aggregate Commitments exceed the sum of the Outstanding Amount of Loans, subject to adjustment as provided in Section 2.16such Term Lender’s Term Commitment. The Ticking Fee Fees shall accrue at all times during the Availability PeriodPeriod for the Term Facility, including at any time during which one or more of the conditions in Article IV Section 4.02 is not met, and shall be due and payable quarterly in arrears on the last Business Day of each MarchApril, JuneJuly, September October and DecemberJanuary, commencing with the first such date to occur after the Closing Date, and on the last day of the Availability PeriodPeriod for the Term Facility. The Ticking Fee Fees 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.