Common use of Ticking Fee Clause in Contracts

Ticking Fee. (a) The Company shall pay to the Agent (for the account of each Lender (as applicable)) a fee under each of the Term Facility and the Acquisition Revolving Facility in respect of each period set out in the column headed "Period" below at the rate set out in the column headed "Fee" below opposite that period on that Xxxxxx's Available Commitment under each of the Term Facility and the Acquisition Revolving Facility: On and from the date falling one Month after the Effective Date to the day before the date falling two Months after the Effective Date (i) 25 per cent. per annum of the applicable Margin attributed to that Xxxxxx's Available Commitment under the Term Facility; and (ii) 25 per cent. per annum of the applicable Margin attributed to that Xxxxxx's Available Commitment under the Acquisition Revolving Facility On and from the date falling two Months after the Effective Date to the day before the date falling three Months after the Effective Date (i) 30 per cent. per annum of the applicable Margin attributed to that Xxxxxx's Available Commitment under the Term Facility; and (ii) 30 per cent. per annum of the applicable Margin attributed to that Xxxxxx's Available Commitment under the Acquisition Revolving Facility On and from the date falling three Months after the Effective Date to the day before the date falling four Months after the Effective Date (i) 35 per cent. per annum of the applicable Margin attributed to that Xxxxxx's Available Commitment under the Term Facility; and (ii) 35 per cent. per annum of the applicable Margin attributed to that Xxxxxx's Available Commitment under the Acquisition Revolving Facility On and from the date falling four Months after the Effective Date to the day before the date falling five Months after the Effective Date (i) 40 per cent. per annum of the applicable Margin attributed to that Xxxxxx's Available Commitment under the Term Facility; and (ii) 40 per cent. per annum of the applicable Margin attributed to that Xxxxxx's Available Commitment under the Acquisition Revolving Facility On and from the date falling five Months after the Effective Date to the day before the date falling six Months after the Effective Date (i) 45 per cent. per annum of the applicable Margin attributed to that Xxxxxx's Available Commitment under the Term Facility; and (ii) 45 per cent. per annum of the applicable Margin attributed to that Xxxxxx's Available Commitment under the Acquisition Revolving Facility On and from the date falling six Months after the Effective Date to the Term Facility Availability Termination Date 50 per cent. per annum of the applicable Margin attributed to that Xxxxxx's Available Commitment under the Term Facility On and from the date falling six Months after the Effective Date to the day before the Closing Date 50 per cent. per annum of the applicable Margin attributed to that Xxxxxx's Available Commitment under the Acquisition Revolving Facility (b) No fee is payable to the Agent (for the account of a Lender) under this clause 13.4 (Ticking fee) on any Available Commitment of a Lender relating to the Term Facility and the Acquisition Revolving Facility for any day on which that Lender is a Defaulting Lender. (c) The accrued ticking fees referred to in this clause 13.4 (Ticking fee) are calculated on a daily basis and are payable within five Business Days of the earliest to occur of: (i) the first Utilisation Date of a Certain Funds Facility; or (ii) the date both the Total Term Facility Commitments and the Total Acquisition Revolving Facility Commitments are cancelled in full. (d) The ticking fees referred to in this clause 13.4 (Ticking fee) shall cease to accrue on and from the earliest to occur of: (i) the Term Facility Availability Termination Date; or (ii) if the Total Term Facility Commitments or the Total Acquisition Revolving Facility Commitments are cancelled in full, the date the cancellation is effective.

Ticking Fee. (a) The Company Obligors’ Agent shall pay or procure that there is paid to the Agent (for the account of each Lender (as applicable)Facility B Lender) a ticking fee under each of the Term Facility and the Acquisition Revolving Facility in respect of each period set out in the column headed "Period" below Facility B computed at the rate set out in the column headed "Fee" below opposite that period on that Xxxxxx's Available Commitment under each of the Term Facility and the Acquisition Revolving Facility: On and from the date falling one Month after the Effective Date to the day before the date falling two Months after the Effective Date (i) 25 per cent. per annum of the applicable Margin attributed to that Xxxxxx's Available Commitment under the Term Facility; and (ii) 25 per cent. per annum of the applicable Margin attributed to that Xxxxxx's Available Commitment under the Acquisition Revolving Facility On and from the date falling two Months after the Effective Date to the day before the date falling three Months after the Effective Date (i) 30 per cent. per annum of the applicable Margin attributed to that Xxxxxx's Available Commitment under the Term Facility; and (ii) 30 per cent. per annum of the applicable Margin attributed to that Xxxxxx's Available Commitment under the Acquisition Revolving Facility On and from the date falling three Months after the Effective Date to the day before the date falling four Months after the Effective Date (i) 35 per cent. per annum of the applicable Margin attributed to that Xxxxxx's Available Commitment under the Term Facility; and (ii) 35 per cent. per annum of the applicable Margin attributed to that Xxxxxx's Available Commitment under the Acquisition Revolving Facility On and from the date falling four Months after the Effective Date to the day before the date falling five Months after the Effective Date (i) 40 per cent. per annum of the applicable Margin attributed to that Xxxxxx's Available Commitment under the Term Facility; and (ii) 40 per cent. per annum of the applicable Margin attributed to that Xxxxxx's Available Commitment under the Acquisition Revolving Facility On and from the date falling five Months after the Effective Date to the day before the date falling six Months after the Effective Date (i) 45 per cent. per annum of the applicable Margin attributed to that Xxxxxx's Available Commitment under the Term Facility; and (ii) 45 per cent. per annum of the applicable Margin attributed to that Xxxxxx's Available Commitment under the Acquisition Revolving Facility On and from the date falling six Months after the Effective Date to the Term Facility Availability Termination Date 50 per cent. per annum of the applicable Margin attributed to that Xxxxxx's Available Commitment under the Term Facility On and from the date falling six Months after the Effective Date to the day before the Closing Date 50 per cent. per annum of the applicable Margin attributed to that Xxxxxx's Available Commitment under the Acquisition Revolving Facility (b) No fee is payable to the Agent (for the account of a Lender) under this clause 13.4 (Ticking fee) on any Available Commitment of a Lender relating to the Term Facility and the Acquisition Revolving Facility for any day on which that Lender is a Defaulting Lender. (c) The accrued ticking fees referred to in this clause 13.4 (Ticking fee) are calculated on a daily basis and are payable within five Business Days of the earliest to occur of: (i) zero (0.00) per cent. of the first Utilisation Date Margin, from the counter-signature date of a Certain Funds Facility; orthe Commitment Letter by Company (the Ticking Fee Commencement Date) until (and including) the date falling ninety (90) days after the Ticking Fee Commencement Date; (ii) fifty (50.00) per cent. of the Margin, from the date both falling ninety-one (91) days after the Total Term Facility Commitments Ticking Fee Commencement Date until (and including) the Total date falling one hundred twenty (120) days after the Ticking Fee Commencement Date; and (iii) one hundred (100.00) per cent. of the TLB Margin, from the date falling one hundred twenty one (121) days after of the Ticking Fee Commencement Date until (i) in respect of the Refinancing TLB, the Refinancing Closing Date and (ii) in respect of the Acquisition Revolving Facility Commitments are cancelled in fullTLB, the Acquisition Closing Date. (db) The Any ticking fees referred fee which accrues pursuant to paragraph (a) above in this clause 13.4 (Ticking fee) respect of Facility B1 and Facility 2 shall cease to accrue on and from the earliest to occur of: only be payable if (i) the Term Facility Availability Termination Date; or Refinancing Closing Date occurs and (ii) Facility B1 and Facility B2 are utilised, and any such fee shall be payable on the Refinancing Closing Date. (c) Any ticking fee which accrues pursuant to paragraph (a) above in respect of Facility B3 shall only be payable if (i) the Total Term Completion occurs and (ii) Facility Commitments or B3 is utilised, and any such fee shall be payable on the Total Acquisition Revolving Facility Commitments are cancelled in full, the date the cancellation is effectiveClosing Date.

Ticking Fee. (a) The Company Borrower shall pay to the Administrative Agent (for the account of each Lender in accordance with its Applicable Percentage, a ticking fee (the “Ticking Fee”) in Dollars equal to the Applicable Rate with respect to the Ticking Fee as applicable)) a fee under each of the Term Facility and the Acquisition Revolving Facility in respect of each period set out in the column headed "Period" below at the rate set out in the column headed "Fee" below opposite that period effect on that Xxxxxx's Available Commitment under each of the Term Facility and the Acquisition Revolving Facility: On and from the date falling one Month after the Effective Date times the actual daily amount of undrawn Aggregate Commitments, subject to adjustment as provided in Section 2.15, which fee shall accrue during the day before period (i) from the date falling two Months after later of the Effective Date (i) 25 per cent. per annum of the applicable Margin attributed to that Xxxxxx's Available Commitment under the Term Facility; and December 26, 2016 and (ii) 25 per cent. per annum ending on the earlier of the applicable Margin attributed to that Xxxxxx's Available Commitment under the Acquisition Revolving Facility On Closing Date and from the date falling two Months of termination of the Commitments (such earlier date in this clause (ii), the “Ticking Fee Payment Date”). The Ticking Fee shall be due and payable on the Ticking Fee Payment Date. To the extent that, after the Effective Date Date, Xxxxx’x and/or S&P update the Debt Ratings (pro forma for all or a portion of the Transactions) on or prior to the day before earlier of the termination of the Commitments and the date falling that is three Months Business Days after the Effective Date (i) 30 per cent. per annum of the applicable Margin attributed to that Xxxxxx's Available Commitment under the Term Facility; and (ii) 30 per cent. per annum of the applicable Margin attributed to that Xxxxxx's Available Commitment under the Acquisition Revolving Facility On and from the date falling three Months after the Effective Date to the day before the date falling four Months after the Effective Date (i) 35 per cent. per annum of the applicable Margin attributed to that Xxxxxx's Available Commitment under the Term Facility; and (ii) 35 per cent. per annum of the applicable Margin attributed to that Xxxxxx's Available Commitment under the Acquisition Revolving Facility On and from the date falling four Months after the Effective Date to the day before the date falling five Months after the Effective Date (i) 40 per cent. per annum of the applicable Margin attributed to that Xxxxxx's Available Commitment under the Term Facility; and (ii) 40 per cent. per annum of the applicable Margin attributed to that Xxxxxx's Available Commitment under the Acquisition Revolving Facility On and from the date falling five Months after the Effective Date to the day before the date falling six Months after the Effective Date (i) 45 per cent. per annum of the applicable Margin attributed to that Xxxxxx's Available Commitment under the Term Facility; and (ii) 45 per cent. per annum of the applicable Margin attributed to that Xxxxxx's Available Commitment under the Acquisition Revolving Facility On and from the date falling six Months after the Effective Date to the Term Facility Availability Termination Date 50 per cent. per annum of the applicable Margin attributed to that Xxxxxx's Available Commitment under the Term Facility On and from the date falling six Months after the Effective Date to the day before the Closing Date 50 per cent. per annum (the date of such change in Debt Ratings, the applicable Margin attributed “Ratings Date”) such that the Debt Ratings on the Ratings Date are lower than the Debt Ratings on the Effective Date, the Ticking Fee shall be adjusted to that Xxxxxx's Available Commitment under reflect such lower Debt Ratings (as if such lower Debt Ratings had been in effect on the Acquisition Revolving Facility (bEffective Date) No fee is payable and to pay to the Administrative Agent (for the account of a Lender) under this clause 13.4 (each Lender on the later of the Ticking fee) on any Available Commitment of a Lender relating to the Term Facility Fee Payment Date and the Acquisition Revolving Facility for any day on which date that Lender is a Defaulting Lender. (c) The accrued ticking fees referred to in this clause 13.4 (Ticking fee) are calculated on a daily basis and are payable within five two Business Days of after the earliest Ratings Date such additional amounts as may be necessary to occur of: (i) reflect such incremental Ticking Fee that would have been payable had the first Utilisation Debt Ratings on the Ratings Date of a Certain Funds Facility; or (ii) been in effect on the date both the Total Term Facility Commitments and the Total Acquisition Revolving Facility Commitments are cancelled in fullEffective Date. (d) The ticking fees referred to in this clause 13.4 (Ticking fee) shall cease to accrue on and from the earliest to occur of: (i) the Term Facility Availability Termination Date; or (ii) if the Total Term Facility Commitments or the Total Acquisition Revolving Facility Commitments are cancelled in full, the date the cancellation is effective.

Ticking Fee. (a) The Company shall pay to the Agent (for the account of each Lender (as applicable)Lender) a fee under each of the Term Facility and the Acquisition Revolving Facility in respect of each period set out in the column headed "Period" below computed at the a rate set out in the column headed "Fee" below opposite that period on that Xxxxxx's Available Commitment under each of the Term Facility and the Acquisition Revolving Facility: On and from the date falling one Month after the Effective Date to the day before the date falling two Months after the Effective Date of: (i) 25 zero per cent. per annum of the applicable Margin attributed to on that Xxxxxx's Available Commitment under for the Term Facility; period from, and including, the date of this Agreement (the "Signing Date") to, but excluding, the date falling one Month after the Signing Date; (ii) 25 10 per cent. per annum of the applicable Margin attributed to on that Xxxxxx's Available Commitment under for the Acquisition Revolving Facility On period from, and from including, the date falling one Month after the Signing Date to, but excluding, the date falling two Months after the Effective Signing Date; (iii) 20 per cent. per annum of the applicable Margin on that Xxxxxx's Available Commitment for the period from, and including, the date falling two Months after the Signing Date to the day before to, but excluding, the date falling three Months after the Effective Date Signing Date; (iiv) 30 per cent. per annum of the applicable Margin attributed to on that Xxxxxx's Available Commitment under for the Term Facility; period from, and (ii) 30 per cent. per annum of the applicable Margin attributed to that Xxxxxx's Available Commitment under the Acquisition Revolving Facility On and from including, the date falling three Months after the Effective Signing Date to the day before to, but excluding, the date falling four Months after the Effective Date Signing Date; and (iv) 35 per cent. per annum of the applicable Margin attributed to on that Xxxxxx's Available Commitment under for the Term Facility; period from, and (ii) 35 per cent. per annum of the applicable Margin attributed to that Xxxxxx's Available Commitment under the Acquisition Revolving Facility On and from including, the date falling four Months after the Effective Signing Date to to, and including, the last day before the date falling five Months after the Effective Date (i) 40 per cent. per annum of the applicable Margin attributed to that Xxxxxx's Available Commitment under the Term Facility; and (ii) 40 per cent. per annum of the applicable Margin attributed to that Xxxxxx's Available Commitment under the Acquisition Revolving Facility On and from the date falling five Months after the Effective Date to the day before the date falling six Months after the Effective Date (i) 45 per cent. per annum of the applicable Margin attributed to that Xxxxxx's Available Commitment under the Term Facility; and (ii) 45 per cent. per annum of the applicable Margin attributed to that Xxxxxx's Available Commitment under the Acquisition Revolving Facility On and from the date falling six Months after the Effective Date to the Term Facility Availability Termination Date 50 per cent. per annum of the applicable Margin attributed to that Xxxxxx's Available Commitment under the Term Facility On and from the date falling six Months after the Effective Date to the day before the Closing Date 50 per cent. per annum of the applicable Margin attributed to that Xxxxxx's Available Commitment under the Acquisition Revolving FacilityPeriod. (b) The accrued ticking fee is payable in arrears on the last day of each successive period of three Months which ends during the Availability Period, on the last day of the Availability Period and, if cancelled in full, on the cancelled amount of the relevant Xxxxxx's Commitment at the time the cancellation is effective. (c) No ticking fee is payable to the Agent (for the account of a Lender) under this clause 13.4 (Ticking fee) on any Available Commitment of a that Lender relating to the Term Facility and the Acquisition Revolving Facility for any day on which that Lender is a Defaulting Lender. (c) The accrued ticking fees referred to in this clause 13.4 (Ticking fee) are calculated on a daily basis and are payable within five Business Days of the earliest to occur of: (i) the first Utilisation Date of a Certain Funds Facility; or (ii) the date both the Total Term Facility Commitments and the Total Acquisition Revolving Facility Commitments are cancelled in full. (d) The ticking fees referred to in this clause 13.4 (Ticking fee) shall cease to accrue on and from the earliest to occur of: (i) the Term Facility Availability Termination Date; or (ii) if the Total Term Facility Commitments or the Total Acquisition Revolving Facility Commitments are cancelled in full, the date the cancellation is effective.

Ticking Fee. (ai) The Company Borrowers shall pay to the Administrative Agent (for the account of each Three-Year Lender (as applicable)) in accordance with its Applicable Percentage with respect to the Three-Year Term Loan Facility, a ticking fee under each in Dollars equal to 0.175% per annum times the actual daily amount of the Term Facility aggregate unused Three-Year Commitments. Such ticking fee shall accrue at all times from and the Acquisition Revolving Facility in respect of each period set out in the column headed "Period" below at the rate set out in the column headed "Fee" below opposite that period on that Xxxxxx's Available Commitment under each of the Term Facility and the Acquisition Revolving Facility: On and from the date falling one Month after including (A) the Effective Date to the day before the date falling two Months after the Effective Date (i) 25 per cent. per annum of the applicable Margin attributed to that Xxxxxx's Available Commitment under the Term Facility; and until (ii) 25 per cent. per annum the earlier to occur of (A) the Closing Date or (B) the date of termination or expiration of all of the applicable Margin attributed to that Xxxxxx's Available Commitment under Three-Year Commitments (such earlier date, the Acquisition Revolving Facility On “Three-Year Ticking Fee End Date”). Such ticking fee shall be earned and from due and payable in full on the date falling two Months after Three-Year Ticking Fee End Date; provided that, in the Effective Date case of any partial reduction of the Three-Year Commitments, the portion of such ticking fee accrued with respect to the day before amount of such Three-Year Commitments that are terminated prior to the Three-Year Ticking Fee End Date shall cease to accrue and shall be paid on the effective date falling three Months of such reduction. For the avoidance of doubt, such ticking fee payable on the Three-Year Ticking Fee End Date shall be payable only with respect to the Three-Year Commitments that remain outstanding on the Three-Year Ticking Fee End Date after the Effective Date (i) 30 per cent. per annum of the applicable Margin attributed giving effect to that Xxxxxx's Available Commitment under the Term Facility; and any such commitment reductions. (ii) 30 per cent. per annum of the applicable Margin attributed to that Xxxxxx's Available Commitment under the Acquisition Revolving Facility On and from the date falling three Months after the Effective Date The Borrowers shall pay to the day before the date falling four Months after the Effective Date (i) 35 per cent. per annum of the applicable Margin attributed to that Xxxxxx's Available Commitment under the Term Facility; and (ii) 35 per cent. per annum of the applicable Margin attributed to that Xxxxxx's Available Commitment under the Acquisition Revolving Facility On and from the date falling four Months after the Effective Date to the day before the date falling five Months after the Effective Date (i) 40 per cent. per annum of the applicable Margin attributed to that Xxxxxx's Available Commitment under the Term Facility; and (ii) 40 per cent. per annum of the applicable Margin attributed to that Xxxxxx's Available Commitment under the Acquisition Revolving Facility On and from the date falling five Months after the Effective Date to the day before the date falling six Months after the Effective Date (i) 45 per cent. per annum of the applicable Margin attributed to that Xxxxxx's Available Commitment under the Term Facility; and (ii) 45 per cent. per annum of the applicable Margin attributed to that Xxxxxx's Available Commitment under the Acquisition Revolving Facility On and from the date falling six Months after the Effective Date to the Term Facility Availability Termination Date 50 per cent. per annum of the applicable Margin attributed to that Xxxxxx's Available Commitment under the Term Facility On and from the date falling six Months after the Effective Date to the day before the Closing Date 50 per cent. per annum of the applicable Margin attributed to that Xxxxxx's Available Commitment under the Acquisition Revolving Facility (b) No fee is payable to the Administrative Agent (for the account of a Lender) under this clause 13.4 (Ticking fee) on any Available Commitment of a each Five-Year Lender relating in accordance with its Applicable Percentage with respect to the Five-Year Term Facility and Loan Facility, a ticking fee in Dollars equal to 0.175% per annum times the Acquisition Revolving Facility for any day on which that Lender is a Defaulting Lender. (c) The accrued ticking fees referred to in this clause 13.4 (Ticking fee) are calculated on a actual daily basis and are payable within five Business Days amount of the earliest to occur of: aggregate unused Five-Year Commitments. Such ticking fee shall accrue at all times from and including (iA) the first Utilisation Effective Date of a Certain Funds Facility; or until (ii) the earlier to occur of (A) the Closing Date or (B) the date both of termination or expiration of all of the Total Term Facility Five-Year Commitments (such earlier date, the “Five-Year Ticking Fee End Date”). Such ticking fee shall be earned and due and payable in full on the Total Acquisition Revolving Facility Five-Year Ticking Fee End Date; provided that, in the case of any partial reduction of the Five-Year Commitments, the portion of such ticking fee accrued with respect to the amount of such Five-Year Commitments that are cancelled in full. (d) The ticking fees referred terminated prior to in this clause 13.4 (the Five-Year Ticking fee) Fee End Date shall cease to accrue and shall be paid on and from the earliest effective date of such reduction. For the avoidance of doubt, such ticking fee payable on the Five-Year Ticking Fee End Date shall be payable only with respect to occur of: (i) the Term Facility Availability Termination Date; or (ii) if Five-Year Commitments that remain outstanding on the Total Term Facility Commitments or the Total Acquisition Revolving Facility Commitments are cancelled in full, the date the cancellation is effectiveFive-Year Ticking Fee End Date after giving effect to any such commitment reductions.

Ticking Fee. Following the date of allocation of the Acquisition Term Loan Commitments by the Acquisition Term Loan Arrangers to Future Acquisition Lenders, as such date is determined by the Acquisition Term Loan Arrangers (athe “Allocation Date”), if the Acquisition Term Loan Commitments remain outstanding and unborrowed for more than thirty (30) The days after the Allocation Date, the Company shall pay a ticking fee (the “Ticking Fee”) to the Agent (Administrative Agent, for the account of each Lender (as applicable)) Person that commits to the Acquisition Term Loan Arrangers after the date hereof to become a fee under each Future Acquisition Lender, on the principal amount of the Acquisition Term Facility Loan Commitments allocated to, and agreed and accepted by, such Future Acquisition Lender, which Ticking Fee shall be calculated as set forth in the following paragraph. The Ticking Fee shall accrue during the period (the “Ticking Fee Period”) that commences on the thirty first (31st) day following the Allocation Date and ends on the earlier to occur of (x) the Acquisition Revolving Facility in respect Term Loan Closing Date and (y) the date of each period set out in the column headed "Period" below at the rate set out in the column headed "Fee" below opposite that period on that Xxxxxx's Available Commitment under each termination or expiration of the Acquisition Term Facility and the Acquisition Revolving Facility: On and from the date falling one Month after the Effective Date to the day before the date falling two Months after the Effective Date (i) 25 per centLoan Commitments hereunder. per annum of the applicable Margin attributed to that Xxxxxx's Available Commitment under the Term Facility; and (ii) 25 per cent. per annum of the applicable Margin attributed to that Xxxxxx's Available Commitment under the Acquisition Revolving Facility On and from the date falling two Months after the Effective Date to the day before the date falling three Months after the Effective Date (i) 30 per cent. per annum of the applicable Margin attributed to that Xxxxxx's Available Commitment under the Term Facility; and (ii) 30 per cent. per annum of the applicable Margin attributed to that Xxxxxx's Available Commitment under the Acquisition Revolving Facility On and from the date falling three Months after the Effective Date to the day before the date falling four Months after the Effective Date (i) 35 per cent. per annum of the applicable Margin attributed to that Xxxxxx's Available Commitment under the Term Facility; and (ii) 35 per cent. per annum of the applicable Margin attributed to that Xxxxxx's Available Commitment under the Acquisition Revolving Facility On and from the date falling four Months after the Effective Date to the day before the date falling five Months after the Effective Date (i) 40 per cent. per annum of the applicable Margin attributed to that Xxxxxx's Available Commitment under the Term Facility; and (ii) 40 per cent. per annum of the applicable Margin attributed to that Xxxxxx's Available Commitment under the Acquisition Revolving Facility On and from the date falling five Months after the Effective Date to the day before the date falling six Months after the Effective Date (i) 45 per cent. per annum of the applicable Margin attributed to that Xxxxxx's Available Commitment under the Term Facility; and (ii) 45 per cent. per annum of the applicable Margin attributed to that Xxxxxx's Available Commitment under the Acquisition Revolving Facility On and from the date falling six Months after the Effective Date to the Term Facility Availability Termination Date 50 per cent. per annum of the applicable Margin attributed to that Xxxxxx's Available Commitment under the Term Facility On and from the date falling six Months after the Effective Date to the day before the Closing Date 50 per cent. per annum of the applicable Margin attributed to that Xxxxxx's Available Commitment under the Acquisition Revolving Facility (b) No fee is payable to the Agent (for the account of The Ticking Fee shall be calculated at a Lender) under this clause 13.4 (Ticking fee) on any Available Commitment of a Lender relating to the Term Facility and the Acquisition Revolving Facility for any day on which that Lender is a Defaulting Lender. (c) The accrued ticking fees referred to in this clause 13.4 (Ticking fee) are calculated on a daily basis and are payable within five Business Days of the earliest to occur ofrate equal to: (i) 50% of the Applicable Margin for Eurodollar Loans during any portion of the Ticking Fee Period on and after the thirty-first Utilisation (31st) day following the Allocation Date of a Certain Funds Facility; oruntil (and including) the sixtieth (60th) day following the Allocation Date, and (ii) 100% of the date both Applicable Margin for Eurodollar Loans during any portion of the Total Term Facility Commitments and the Total Acquisition Revolving Facility Commitments are cancelled in full. (d) The ticking fees referred to in this clause 13.4 (Ticking fee) shall cease to accrue Fee Period on and from after the earliest sixty-first (61st) day following the Allocation Date, in each case, such Ticking Fee shall be computed on the basis of the actual number of days elapsed over a 360-day year. In any event, any accrued Ticking Fee shall be payable on the last day of the Ticking Fee Period. Such last day shall not be included in the accrual of the Ticking Fee. It is understood and agreed that the Ticking Fee shall not accrue to occur of: (i) the any Acquisition Term Facility Availability Termination Date; or (ii) if the Total Term Facility Commitments or the Total Acquisition Revolving Facility Commitments are cancelled in full, the date the cancellation is effectiveLoan Arranger for its own account.