Ticking Fee. The ​ shall pay to the [[Administrative Agent:Organization]], for the account of each Delayed Draw Term Loan ​, a ticking fee (the “Ticking Fee”) equal to Applicable Rate per annum of the daily unused portion of each Delayed Draw Term Loan ​’s Delayed Draw Term Loan Commitment. 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 on the last date of the Availability Period (and, if applicable, thereafter on demand).

The Borrower agrees to pay to the Administrative Agent for the account of each Delayed Draw Term Loan A Lender of any class (other than any Defaulting Lender) a commitment fee (the “Delayed Draw Term Loan A Ticking Fee”), which shall accrue at a rate per annum equal to the Delayed Draw Term Loan A Commitment Fee Rate applicable to the Delayed Draw Term Loan A Commitments of such Class on the actual amount of the unused Delayed Draw Term Loan A Commitments of such Class of such Delayed Draw Term Loan A Lender calculated based upon the actual number of days elapsed over a 360-day year for the period from and including the Closing Date to the date on which such Lender’s Delayed Draw Term Loan A Commitment of such Class terminates. Accrued commitment fees shall be payable in arrears on the last Business Day of each March, June, September and December for the quarterly period then ended and on the Delayed Draw Term Loan A Commitment Expiration Date. The Delayed Draw Term Loan A Ticking Fee shall be distributed to the applicable Delayed Draw Term Loan A [[Organization B:Organization]] pro rata in accordance with the amount of each such Delayed Draw Term Loan A Lender’s Delayed Draw Term Loan A Commitment.

The ticking fee shall accrue at all times during the period commencing on the Closing Date and ending on the earlier of # the Delayed Draw Funding Date and # 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 in arrears on the earlier of # the Delayed Draw Funding Date and # the last day of the Availability 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 a Defaulting Lender.

The ​ agrees to pay to Lenders (other than any Defaulting ​) having Delayed Draw Commitments a ticking fee (the “Delayed Draw Ticking Fee”) during the Delayed Draw Commitment Period, calculated in an amount equal to the average daily balance of the unfunded and outstanding Delayed Draw Commitments, multiplied by a per annum rate (calculated in accordance with Section 2.12) equal to # for any day in the period from and including the Closing Date to and including the date that is 45 days after the Closing Date, 0%, # for any day in the period from and including the date that is 46 days after the Closing Date to and including the date that is 90 days after the Closing Date, 50% of the Eurocurrency Rate Spread (as specified in the definition of “Applicable Rate”) applicable to the Initial Term Loans, and # for any day in the period from and including the date that is 91 days after the Closing Date to but excluding the Delayed Draw Commitment Termination Date, 100% of the Eurocurrency Rate Spread (as specified in the definition of “Applicable Rate”) applicable to the Initial Term Loans. Subject to the following sentence, the Delayed Draw Ticking Fee shall accrue on unfunded and outstanding Delayed Draw Commitments from and including the last day on which the Delayed Draw Ticking Fee was paid (or if no such payment date has yet been made, from and including the Closing Date) and shall be due and payable in arrears on # each Interest Payment Date applicable to Base Rate Loans (regardless of whether any Base Rate Loans are outstanding) and # the Delayed Draw Commitment Termination Date. The Delayed Draw Ticking Fee also shall be due and payable on each Delayed Draw Closing Date solely to the extent of the Delayed Draw Commitments funded as Delayed Draw Term Loans on such Delayed Draw Closing Date (and such payment shall not affect the accrual of the Delayed Draw Ticking Fee or timing of payment thereof on the remaining unfunded and outstanding Delayed Draw Commitments pursuant to the foregoing sentence).

The Borrower agrees to pay to the Administrative Agent for the account of each Delayed Draw Term Loan B Lender (other than any Defaulting Lender) a commitment fee (the “Delayed Draw Term Loan B Ticking Fee”), which shall accrue at a rate per annum equal to the Delayed Draw Term Loan B Commitment Fee Rate applicable to the Delayed Draw Term Loan B Commitments of such Class on the actual amount of the unused Delayed Draw Term Loan B Commitments of such Class of such Delayed Draw Term Loan B Lender calculated based upon the actual number of days elapsed over a 360-day year for the period from and including the Second Amendment Effective Date to the date on which such Lender’s Delayed Draw Term Loan B Commitment of such Class terminates. Accrued commitment fees shall be payable in arrears on the last Business Day of each March, June, September and December for the quarterly period then ended and on the Delayed Draw Term Loan B Commitment Expiration Date. The Delayed Draw Term Loan B Ticking Fee shall be distributed to the applicable Delayed Draw Term Loan B [[Organization B:Organization]] pro rata in accordance with the amount of each such Delayed Draw Term Loan B Lender’s Delayed Draw Term Loan B Commitment.

Ticking Fee. The Borrower shall pay to the Administrative Agent for the account of each Lender (other than any Lender that is a Defaulting Lender in respect of any period during which such Lender is a Defaulting Lender) in accordance with its Percentage, a ticking fee (the “Ticking Fee”) in Dollars equal to 0.125% per annum on the aggregate principal amount of the undrawn aggregate Commitments outstanding from time to time (other than the Commitments of any Defaulting Lender), which fee shall accrue during the period # from December 19, 2018 and # ending on the earlier of the Closing Date and the Commitment Termination Date (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.

Ticking Fee. The Borrower shall pay to the Administrative Agent for the account of each Lender with a Term Loan Commitment in accordance with its Applicable Percentage, a ticking fee equal to the Applicable Rate times the actual daily amount of the unused Aggregate Term Loan Commitments.

Ticking Fee. The Borrowers shall pay to the Administrative Agent for the account of each Term A-2 Lender (other than Defaulting Lenders to the extent set forth in [Section 2.16(a)(iii)]), a ticking fee (the “Ticking Fee”) equal to 0.20% per annum of the daily unused portion of each Term A-2 Lender’s Term A-2 Commitment. The Ticking Fee shall accrue at all times during the Availability Period in respect of the Term A-2 Facility, including at any time during which one or more of the conditions in Article IV is not met, and shall be due and payable on the last date of the Availability Period in respect of the Term A-2 Facility (and, if applicable, thereafter on demand).

The ​ shall have paid or caused to be paid (or shall pay or cause to be paid substantially concurrently with such Borrowing of Delayed Draw Term Loans) all accrued and unpaid Delayed Draw Ticking Fees and Delayed Draw Upfront Fees with respect to the Delayed Draw Commitments being funded in such Borrowing, together with any fees and expenses due upon such Borrowing.