Common use of Amendment Fees Clause in Contracts

Amendment Fees. A. The Borrower hereby covenants and agrees that it shall pay to each Required Lender that is a Term Lender (the “Required Term Lenders”) which executes and delivers to the Successor Administrative Agent (or its designee) a counterpart hereof by 5:00 p.m. (New York City time) on February 18, 2015 (such date and time, the “Deadline”), a nonrefundable cash fee (the “Term Amendment Fee”) in U.S. dollars in an amount equal to 25 basis points (i.e., 0.25%) of an amount equal to the aggregate principal amount of all Loans and Commitments of such Required Term Lender outstanding as of the Deadline, which Term Amendment Fee shall be payable on the Acquisition Closing Date. Such payment of the Term Amendment Fee shall be made to the Successor Administrative Agent for further distribution of such Lenders entitled thereto. The Term Amendment Fee shall not be refundable under any circumstances. B. The Borrower hereby covenants and agrees that it shall pay to each Required Lender that is a Revolving Lender (the “Required Revolving Lenders”) which executes and delivers to the Successor Administrative Agent (or its designee) a counterpart hereof by the Deadline, a nonrefundable cash fee (the “Revolving Amendment Fee” and together with the Term Amendment Fee, the “Amendment Fees”) in U.S. dollars in an amount equal to 12.5 basis points (i.e., 0.125%) of an amount equal to the aggregate principal amount of all Loans and Commitments of such Required Revolving Lender outstanding as of the Deadline, which Revolving Amendment Fee shall be payable on the Acquisition Closing Date. Such payment of the Revolving Amendment Fee shall be made to the Successor Administrative Agent for further distribution of such Lenders entitled thereto. The Revolving Amendment Fee shall not be refundable under any circumstances.

Amendment Fees. A. The Borrower hereby covenants and agrees that it shall to pay to the Administrative Agent, (a) for the account of each Required Existing Tranche B Lender that is delivers a Term Lender (the “Required Term Lenders”) which executes and delivers counterpart to this Agreement at or prior to the Successor Administrative Agent (or Delivery Deadline which evidences its designee) a counterpart hereof by 5:00 p.m. (New York City time) on February 18consent to the amendments reflected in the Second Amended and Restated Credit Agreement including, 2015 (such date and timewithout limitation, the “Deadline”)amendments that relate to the extension of the Existing Tranche B Loans and evidences its agreement to extend the maturity of its Existing Tranche B Loans, a nonrefundable cash fee (the “Term Amendment Fee”) in U.S. dollars in an amount equal to 25 basis points (i.e., 0.25%) % of an amount equal to the aggregate principal amount of all such Existing Tranche B Lender’s Existing Tranche B Loans (the “Tranche B Amendment Fee”) and (b) for the account of each Class A Revolving Lender that delivers a counterpart to this Agreement at or prior to the Delivery Deadline which evidences its consent to the amendments reflected in the Second Amended and Restated Credit Agreement including, without limitation, the amendments that relate to the extension of the maturity of the Class A Revolving Commitments (as defined in the First Amended and Restated Credit Agreement) and evidences its agreement to extend the maturity of its Class A Revolving Commitments (as defined in the First Amended and Restated Credit Agreement), a fee equal to 0.25% of the aggregate amount of such Required Term Lender outstanding Class A Revolving Lender’s Class A Revolving Commitment (as of defined in the DeadlineFirst Amended and Restated Credit Agreement) (the “Revolving Amendment Fee” and, which Term together with the Tranche B Amendment Fee, the “Amendment Fee”). The Amendment Fee shall be payable on the Acquisition Closing Second Restatement Effective Date. Such payment For the avoidance of doubt, no Class A Revolving Lender or Tranche B Lender may deliver a counterpart to this Agreement which evidences its consent to the amendments reflected in the Second Amended and Restated Credit Agreement that relate to the extension of the Term Amendment Fee shall be made maturity of its Class A Revolving Commitments or Existing Tranche B Loans without such Class A Revolving Lender or Existing Tranche B Lender, respectively, also evidencing its consent to the Successor Administrative Agent for further distribution of such Lenders entitled thereto. The Term Amendment Fee shall amendments that do not be refundable under any circumstances. B. The Borrower hereby covenants and agrees that it shall pay to each Required Lender that is a Revolving Lender (the “Required Revolving Lenders”) which executes and delivers relate to the Successor Administrative Agent (or its designee) a counterpart hereof by the Deadline, a nonrefundable cash fee (the “Revolving Amendment Fee” and together with the Term Amendment Fee, the “Amendment Fees”) in U.S. dollars in an amount equal to 12.5 basis points (i.e., 0.125%) of an amount equal to the aggregate principal amount of all Loans and Commitments of such Required Revolving Lender outstanding as extension of the Deadlinematurity of its Class A Revolving Commitments or Tranche B Commitments, which Revolving Amendment Fee shall be payable on the Acquisition Closing Date. Such payment of the Revolving Amendment Fee shall be made to the Successor Administrative Agent for further distribution of such Lenders entitled thereto. The Revolving Amendment Fee shall not be refundable under any circumstancesrespectively.

Amendment Fees. A. The Borrower hereby covenants and agrees that it shall pay to each Required Each Lender that is a Term Lender (the “Required Term Lenders”) which executes and delivers to the Successor Administrative Agent (or its designee) shall execute a counterpart hereof by and return such counterpart to the Administrative Agent prior to 5:00 p.m. (p.m., New York City time) , on February 18May 10, 2015 2011, shall be entitled to an amendment fee (such date and timecollectively, the “Deadline”), a nonrefundable cash fee (Amendment Fees") payable upon the “Term Fourth Amendment Fee”) Effective Date as provided in U.S. dollars in an amount Section III below equal to 25 basis points 0.25% of the sum of (i.e., 0.25%a) the outstanding Term Loans of such Lender and (b) the Revolving Commitment (whether used or unused) of an amount equal such Lender, in each case, as calculated on the Fourth Amendment Effective Date. The Amendment Fees payable under this Section II to a Lender shall be paid to the aggregate principal amount of all Loans and Commitments of such Required Term Lender outstanding as of the Deadline, which Term Amendment Fee shall be payable on the Acquisition Closing Date. Such payment of the Term Amendment Fee shall be made to the Successor Administrative Agent for further distribution the account of such Lenders entitled thereto. The Term Amendment Fee Lender, shall be paid in immediately available funds and, once paid, shall not be refundable under any circumstances. B. The Borrower hereby covenants and agrees that it shall pay to each Required Lender that is a Revolving Lender (. For the “Required Revolving Lenders”) which executes and delivers to the Successor Administrative Agent (or its designee) a counterpart hereof by the Deadline, a nonrefundable cash fee (the “Revolving Amendment Fee” and together with the Term Amendment Feeavoidance of doubt, the “Amendment Fees”) in U.S. dollars in an amount equal to 12.5 basis points (i.e., 0.125%) of an amount equal to the aggregate principal amount of all Loans and Commitments of such Required Revolving Lender outstanding as of the Deadline, which Revolving parties hereto agree that no Amendment Fee shall be payable on unless the Acquisition Closing DateFourth Amendment Effective Date shall occur. Such payment of In the Revolving Amendment Fee event that a Lender executes a counterpart hereof, but such counterpart fails to specify whether such Lender is a Consenting Lender or an Extending Lender, such Lender shall be made deemed to be a Consenting Lender unless, prior to the Successor Fourth Amendment Effective Date, such Lender notifies the Administrative Agent for further distribution of such Lenders entitled thereto. The Revolving Amendment Fee shall not be refundable under any circumstancesand the Borrowers in writing that it is an Extending Lender.

Amendment Fees. A. The (a) As consideration for the consent of each Lender party hereto to this Amendment, the Borrower hereby covenants and agrees that it shall to pay to each Required such Lender that is a Term Lender the following amendment fees: (the “Required Term Lenders”i) which executes and delivers to the Successor Administrative Agent (or its designee) a counterpart hereof by 5:00 p.m. (New York City time) on February 18, 2015 An amendment fee (such date and timeamendment fee, the “Deadline”), a nonrefundable cash fee (the “Term Effective Date Amendment Fee”) in U.S. dollars an aggregate amount equal to 0.50% of the sum of (i) the aggregate Revolving Commitments held by such Lender and (ii) the aggregate outstanding principal amount of the Tranche B Term Loans held by such Lender, in each case immediately prior to the Amendment Effective Date (the sum of (i) and (ii), such Lender’s “Facility Exposure”). The Effective Date Amendment Fee for each Lender shall be paid in cash on the Amendment Effective Date to the Administrative Agent, for the account of such Lender. The Administrative Agent shall pay each such fee received pursuant to this paragraph (i) to the Lender entitled thereto not later than five Business Days after the Amendment Effective Date. (ii) An amendment fee (such amendment fee, the “Deferred Amendment Fee”) in an aggregate amount equal to 0.50% of such Lender’s Facility Exposure. Subject to the immediately succeeding proviso, the Deferred Amendment Fee for each Lender shall be paid in cash on July 1, 2015, to the Administrative Agent, for the account of such Lender; provided, however, that the Deferred Amendment Fee shall not be paid if, on or prior to June 30, 2015, the Revolving Commitments have been reduced to zero and the Borrower has paid in full in cash all outstanding Loans. (b) As consideration for the consent of each of the Revolving Lenders party hereto to the amendment set forth in Section 2(d) of this Amendment, the Borrower hereby agrees to pay to each such Revolving Lender an extension fee (the “Extension Fee”) in an amount equal to 25 basis points (i.e., 0.25%) 0.50% of an amount equal the aggregate Revolving Commitments held by such Revolving Lender immediately prior to the aggregate principal amount of all Loans and Commitments Amendment Effective Date. The Extension Fee for each Revolving Lender shall be paid in cash on the Amendment Effective Date to the Administrative Agent, for the account of such Required Term Lender outstanding as of the Deadline, which Term Amendment Fee Revolving Lender. The Administrative Agent shall be payable on the Acquisition Closing Date. Such payment of the Term Amendment Fee shall be made pay each such fee received pursuant to this paragraph (b) to the Successor Administrative Agent for further distribution of such Lenders Lender entitled thereto. The Term thereto not later than five Business Days after the Amendment Fee shall not be refundable under any circumstancesEffective Date. B. The Borrower hereby covenants and agrees that it shall pay to each Required Lender that is a Revolving Lender (the “Required Revolving Lenders”) which executes and delivers to the Successor Administrative Agent (or its designee) a counterpart hereof by the Deadline, a nonrefundable cash fee (the “Revolving Amendment Fee” and together with the Term Amendment Fee, the “Amendment Fees”) in U.S. dollars in an amount equal to 12.5 basis points (i.e., 0.125%) of an amount equal to the aggregate principal amount of all Loans and Commitments of such Required Revolving Lender outstanding as of the Deadline, which Revolving Amendment Fee shall be payable on the Acquisition Closing Date. Such payment of the Revolving Amendment Fee shall be made to the Successor Administrative Agent for further distribution of such Lenders entitled thereto. The Revolving Amendment Fee shall not be refundable under any circumstances.

Amendment Fees. A. The As consideration for the Lenders’ agreements hereunder, the Borrower hereby covenants and agrees that it shall to pay to each Required Lender that is executes and delivers a Term Lender counterpart of this Amendment on or prior to the Amendment Effective Date, for its own account, either (at the Borrower’s option): (a) an amendment fee equal to 1.00% of such Lender’s Commitment (whether used or unused) on the Amendment Effective Date (the “Required Term Lenders”) which executes and delivers to the Successor Administrative Agent (or its designee) a counterpart hereof by 5:00 p.m. (New York City time) on February 18, 2015 (such date and time, the “Deadline”), a nonrefundable cash fee (the “Term First Alternative Amendment Fee”) in U.S. dollars in or (b) an amount amendment fee equal to 25 basis points 2.00% of such Lender’s Commitment (i.e.whether used or unused) on the Amendment Effective Date (the “Second Alternative Amendment Fee”). The First Alternative Amendment Fee or the Second Alternative Amendment Fee, 0.25%) of an amount equal as applicable, shall be earned on the Amendment Effective Date. If the Borrower elects by written notice to the aggregate principal amount of all Loans Administrative Agent on or prior to December 31, 2012 to pay the First Alternative Amendment Fee, such fee shall be due and Commitments of payable on December 31, 2012. If the Borrower has not delivered such Required Term Lender outstanding as of notice to the DeadlineAdministrative Agent on or prior to December 31, which Term 2012, (i) the Borrower shall be deemed to have elected to pay the Second Alternative Amendment Fee shall be payable on in accordance with the Acquisition Closing Date. Such payment provisions of this Section 3 and (ii) the Term Amendment Fee shall be made to the Successor Administrative Agent for further distribution of such Lenders entitled thereto. The Term First Alternative Amendment Fee shall not be refundable under any circumstances. B. The payable. If the Borrower hereby covenants and agrees that it shall pay to each Required Lender that is a Revolving Lender (the “Required Revolving Lenders”) which executes and delivers elects by written notice to the Successor Administrative Agent to pay the Second Alternative Amendment Fee (or its designee) a counterpart hereof by is deemed to have elected to pay the Deadline, a nonrefundable cash fee (the “Revolving Second Alternative Amendment Fee” and together with the Term Amendment Fee, the “Amendment Fees”) in U.S. dollars in an amount equal to 12.5 basis points (i.e., 0.125%) of an amount equal Fee pursuant to the aggregate principal amount of all Loans previous sentence), such fee will be due and Commitments of such Required Revolving Lender outstanding as of the Deadline, which Revolving Amendment Fee shall be payable on the Acquisition Closing Date. Such payment of date on which the Revolving Amendment Fee shall be made to Credit Agreement is terminated, and all Borrowings and other amounts due or outstanding thereunder are repaid in full; provided, however, that the Successor Administrative Agent for further distribution of such Lenders entitled thereto. The Revolving Second Alternative Amendment Fee shall not be refundable under any circumstancespayable if, on or prior to June 30, 2013, the Credit Agreement is terminated, and all Borrowings and other amounts due or outstanding thereunder are repaid in full.

Amendment Fees. A. The Borrower hereby covenants and agrees that it shall pay Subject to the occurrence of the Initial Amendment Effective Date (as defined below) and, with respect to the Final Amendment Fees (as defined below), the Final Amendment Effective Date (as defined below), the Borrowers agree to pay, or cause to be paid, (a) to the Agent, for the account of each Required Revolver Lender that is a Term Lender (the “Required Term Lenders”) which executes and delivers consents to the Successor Administrative Agent (this Amendment on or its designee) a counterpart hereof by prior to 5:00 p.m. (New York City time) on February 18), 2015 July 21, 2014, fees (any such date and timefees, the “Deadline”), a nonrefundable cash fee (the “Term Revolver Amendment FeeFees”) in U.S. dollars in an amount equal to 25 basis points (i.e., 0.25%) of an amount equal to the aggregate principal amount of all Loans and Commitments 0.50% of such Required Term Lender outstanding Revolver Lender’s Revolver Commitment as of the DeadlineInitial Amendment Effective Date (as defined below), 50% of which Term Amendment Fee shall be earned, due and payable on the Acquisition Closing Date. Such payment Initial Amendment Effective Date and the remaining balance of the Term Amendment Fee shall be made to the Successor Administrative Agent for further distribution of such Lenders entitled thereto. The Term Amendment Fee shall not be refundable under any circumstances. B. The Borrower hereby covenants and agrees that it shall pay to each Required Lender that is a Revolving Lender which (the “Required Revolving LendersFinal Revolver Amendment Fees”) which executes shall be earned, due and delivers payable on the Final Amendment Effective Date, and (ii) to the Successor Administrative Agent Agent, for the account of each Term Lender that consents to this Amendment on or prior to 5:00 p.m. (or its designee) a counterpart hereof by the DeadlineNew York City time), a nonrefundable cash fee July 21, 2014, fees (any such fees, the “Revolving Term Amendment FeeFees” and and, together with the Term Revolver Amendment FeeFees, the “Amendment Fees”) in U.S. dollars in an amount equal to 12.5 basis points (i.e., 0.125%) of an amount equal to the aggregate principal amount of all Loans and Commitments 0.50% of such Required Revolving Lender Term Lender’s outstanding Term Advances as of the DeadlineInitial Amendment Effective Date, 50% of which Revolving Amendment Fee shall be earned, due and payable on the Acquisition Closing Initial Amendment Effective Date and the remaining balance of which (together with the Final Revolver Amendment Fees, the “Final Amendment Fees”) shall be earned, due and payable on the Final Amendment Effective Date. Such payment of the Revolving Amendment Fee shall be made to the Successor Administrative Agent for further distribution of such Lenders entitled thereto. The Revolving Amendment Fee It is understood and agreed that (x) once paid, any amounts payable hereunder or any part thereof payable hereunder shall not be refundable under any circumstances, and (y) all amounts payable hereunder shall be paid in immediately available funds and shall not be subject to reduction by way of setoff or counterclaim.

Amendment Fees. A. The Agent, the Lenders and the Borrower hereby covenants and agrees acknowledge that it shall the Borrower has previously agreed to pay to each Required Lender that is a Term Lender the Agent, for the ratable account of the Lenders, an amendment fee of $1,163,000 (the “Required Term Lenders”) which executes and delivers to the Successor Administrative Agent (or its designee) a counterpart hereof by 5:00 p.m. (New York City time) on February 18, 2015 (such date and time, the “DeadlineFifth Amendment Fee”), a nonrefundable cash which Fifth Amendment Fee was fully earned by the Lenders upon execution by Borrower, Agent and Lenders of Amendment No. 5 to Amended and Restated Credit Agreement dated as of December 22, 2009 (“Amendment No. 5”). Notwithstanding anything to the contrary in Amendment No. 5, the Fifth Amendment Fee shall be due and payable on the earlier to occur of (i) the date on which the Borrower’s obligations and liabilities to Agent and Lenders are due or declared due or (ii) the Maturity Date. In consideration of the accommodations provided for in this Amendment No. 8, Borrower agrees to pay to the Agent, for the ratable account of the Lenders, an additional amendment fee (the “Term Amendment Fee”) in U.S. dollars in an amount equal to 25 basis points (i.e., 0.25%) of an amount equal to the aggregate principal amount of all Loans and Commitments of such Required Term Lender outstanding as 1.50% of the DeadlineRevolving Loan Commitment (“Eighth Amendment Fee”), which Term Eighth Amendment Fee shall be fully earned by the Lenders upon the execution of this Amendment No. 8 and shall be due and payable upon the earliest of (i) the Maturity Date, and (ii) the date on the Acquisition Closing Datewhich Borrower’s obligations and liabilities to Agent and Lenders are due or declared due. Such payment of the Term The Fifth Amendment Fee and Eighth Amendment Fee shall be made in addition to the Successor Administrative Agent for further distribution of such Lenders entitled thereto. The Term Amendment Fee shall not be refundable under any circumstancesother amendment fee or other fee payable pursuant to any other agreement or other Loan Document. B. The Borrower hereby covenants and agrees that it shall pay to each Required Lender that is a Revolving Lender (the “Required Revolving Lenders”) which executes and delivers to the Successor Administrative Agent (or its designee) a counterpart hereof by the Deadline, a nonrefundable cash fee (the “Revolving Amendment Fee” and together with the Term Amendment Fee, the “Amendment Fees”) in U.S. dollars in an amount equal to 12.5 basis points (i.e., 0.125%) of an amount equal to the aggregate principal amount of all Loans and Commitments of such Required Revolving Lender outstanding as of the Deadline, which Revolving Amendment Fee shall be payable on the Acquisition Closing Date. Such payment of the Revolving Amendment Fee shall be made to the Successor Administrative Agent for further distribution of such Lenders entitled thereto. The Revolving Amendment Fee shall not be refundable under any circumstances.

Amendment Fees. A. (a) The Borrower hereby covenants and agrees that it shall pay to the Administrative Agent an amendment fee for the account of each Required Lender that is a Term Lender (the “Required Term Lenders”) which executes and delivers Lender, pro rata according to the Successor Administrative Agent sum of such Lender's Revolving Credit Commitment, Liquidity Commitment (or its designeeexcluding the Incremental Commitment) a counterpart hereof by 5:00 p.m. (New York City time) on February 18, 2015 (such date and time, the “Deadline”), a nonrefundable cash fee (the “Term Amendment Fee”) in U.S. dollars in an amount equal to 25 basis points (i.e., 0.25%) of an amount equal to the aggregate total outstanding principal amount of all Loans and Commitments of Term Loan Advances owed to such Required Term Lender outstanding (the "Phase I Credit Exposure") as of the Deadlinedate of this Amendment, which Term Amendment fee shall equal 0.25% of the Phase I Credit Exposure (the "Phase I Fee"). The Phase I Fee shall be earned and payable on the Acquisition Closing Date. Such payment as of the Term Amendment Fee shall be made to the Successor Administrative Agent for further distribution date of such Lenders entitled thereto. The Term Amendment Fee shall not be refundable under any circumstancesthis Amendment. B. (b) The Borrower hereby covenants and agrees that it shall pay to the Administrative Agent an amendment fee for the account of each Required Lender that is a Revolving Lender (the “Required Revolving Lenders”) which executes and delivers Lender, pro rata according to the Successor Administrative Agent sum of such Lender's Revolving Credit Commitment, Liquidity Commitment (or its designeeincluding the Incremental Commitment) a counterpart hereof by and the Deadline, a nonrefundable cash fee (the “Revolving Amendment Fee” and together with the Term Amendment Fee, the “Amendment Fees”) in U.S. dollars in an amount equal to 12.5 basis points (i.e., 0.125%) of an amount equal to the aggregate total outstanding principal amount of all Loans and Commitments of Term Loan Advances owed to such Required Revolving Lender outstanding (the "Phase II Credit Exposure") as of the Deadlinedate of this Amendment, which Revolving Amendment fee shall equal 0.25% of the Phase II Credit Exposure (the "Phase II Fee"). The Phase II Fee shall be earned and payable on the Acquisition Closing Date. Such payment as of the Revolving Amendment date of this Amendment, but payment shall be deferred until March 31, 1999. The Phase II Fee shall be made waived if (i) either (A) before March 31, 1999, Borrower shall have received equity contributions of at least $18,000,000, which are available to be used by the Borrower for general working capital purposes, or (B) the conditions set forth in Section 3.4 of the Credit Agreement are not satisfied, or (C) on or before the Liquidity Commitment Step-Up Date, the Borrower shall have notified the Administrative Agent that it desires to cancel the Incremental Commitment, or (ii) before March 31, 1999, the terms and conditions of the Loan Documents and the Obligations thereunder have been restructured to the Successor Administrative Agent for further distribution satisfaction of such Lenders entitled thereto. The Revolving Amendment Fee shall not be refundable under any circumstancesthe Lenders.

Amendment Fees. A. The Agent, the Lenders and the Borrower hereby covenants and agrees acknowledge that it shall the Borrower has previously agreed to pay to each Required Lender that is a Term Lender the Agent, for the ratable account of the Lenders, an amendment fee of $1,163,000 (the “Required Term Lenders”) which executes and delivers to the Successor Administrative Agent (or its designee) a counterpart hereof by 5:00 p.m. (New York City time) on February 18, 2015 (such date and time, the “DeadlineFifth Amendment Fee”), a nonrefundable cash which Fifth Amendment Fee was fully earned by the Lenders upon execution by Borrower, Agent and Lenders of Amendment No. 5 to Amended and Restated Credit Agreement dated as of December 22, 2009 (“Amendment No. 5”). The Agent, the Lenders and the Borrower further acknowledge and agree that the Borrower has previously agreed to pay to Agent, for the ratable account of the Lenders, an amendment fee equal to 1.50% of the Revolving Loan Commitment (the “Term Eighth Amendment Fee”), which Eighth Amendment Fee was fully earned by Lender upon execution by Borrower, Agent and Lenders of Amendment No. 8 to Amended and Restated Credit Agreement dated as of November 29, 2011 (“Amendment No. 8”). Notwithstanding anything to the contrary in Amendment No. 5 and Amendment No. 8, the Fifth Amendment Fee and Eighth Amendment Fee shall be due and payable on the earlier to occur of (i) the date on which the Borrower’s obligations and liabilities to Agent and Lenders are due or declared due or (ii) the Maturity Date. In consideration of the accommodations provided for in U.S. dollars this Amendment No. 9, Borrower agrees to pay to the Agent, for the ratable account of the Lenders, an additional amendment fee in an amount equal to 25 basis points (i.e., 0.25%) of an amount equal to the aggregate principal amount of all Loans and Commitments of such Required Term Lender outstanding as 0.75% of the DeadlineRevolving Loan Commitment (“Ninth Amendment Fee”), which Term Ninth Amendment Fee shall be fully earned by the Lenders upon the execution of this Amendment No. 9 and shall be due and payable upon the earliest of (i) the Maturity Date, or (ii) the date on the Acquisition Closing Datewhich Borrower’s obligations and liabilities to Agent and Lenders are due or declared due. Such payment of the Term The Fifth Amendment Fee, Eighth Amendment Fee and Ninth Amendment Fee shall be made in addition to the Successor Administrative Agent for further distribution of such Lenders entitled thereto. The Term Amendment Fee shall not be refundable under any circumstancesother amendment fee or other fee payable pursuant to any other agreement or other Loan Document. B. The Borrower hereby covenants and agrees that it shall pay to each Required Lender that is a Revolving Lender (the “Required Revolving Lenders”) which executes and delivers to the Successor Administrative Agent (or its designee) a counterpart hereof by the Deadline, a nonrefundable cash fee (the “Revolving Amendment Fee” and together with the Term Amendment Fee, the “Amendment Fees”) in U.S. dollars in an amount equal to 12.5 basis points (i.e., 0.125%) of an amount equal to the aggregate principal amount of all Loans and Commitments of such Required Revolving Lender outstanding as of the Deadline, which Revolving Amendment Fee shall be payable on the Acquisition Closing Date. Such payment of the Revolving Amendment Fee shall be made to the Successor Administrative Agent for further distribution of such Lenders entitled thereto. The Revolving Amendment Fee shall not be refundable under any circumstances.

Amendment Fees. A. The Borrower hereby covenants In addition to all other fees, charges, interest and agrees that it expenses payable by Borrowers to Agent and Lenders under the Loan Agreement and the other Financing Agreements, in connection with the execution and delivery of this Amendment: (a) Borrowers shall pay to Agent, for the ratable benefit of Revolving Loan Lenders (to the extent and in accordance with the arrangements between Agent and each Required Lender that is a Term Lender Revolving Loan Lender), an amendment fee in the aggregate amount described below, which fee shall be fully earned on the Amendment No. 22 Effective Date and payable as follows: (i) the amount of $375,000 shall be due and payable on the Amendment No. 22 Effective Date and (ii) the Specified Revolving Loan Fee Amount (as hereinafter defined) shall be due and payable on July 1, 2010 (the “Required Term LendersSpecified Revolving Loan Fee Payment Date”) which executes ); provided, that, the entire amount of such amendment fee shall become immediately due and delivers payable, without notice or demand, at Agent’s option, upon the termination of the Loan Agreement prior to the Successor Administrative Agent (or its designee) a counterpart hereof by 5:00 p.m. (New York City time) on February 18, 2015 (such date and timeSpecified Revolving Loan Fee Payment Date. For purposes of this Section, the term “Deadline”Specified Revolving Loan Fee Amount” shall mean the aggregate amount of the Commitments in respect of the Revolving Loans, Term Loans, Equipment Purchase Term Loans and Supplemental Loans on the Specified Revolving Loan Fee Payment Date (or, if earlier, on the date immediately preceding the date of termination of the Loan Agreement), a nonrefundable cash fee multiplied by one quarter of one (the “Term Amendment Fee”) in U.S. dollars in an amount equal to 25 basis points (i.e., 0.25.25%) of an amount equal percent. Notwithstanding the foregoing, in the event that prior to the aggregate principal amount Specified Revolving Loan Fee Payment Date, all of all the Obligations in respect of the Revolving Loans and Commitments Letter of such Required Term Lender outstanding as Credit Accommodations (other than contingent indemnification obligations that survive the termination of the Deadline, which Term Amendment Fee Loan Agreement) shall be payable on the Acquisition Closing Date. Such payment have been indefeasibly paid and satisfied in full in immediately available funds (and Agent shall have received cash collateral as provided in Section 13.1(a) of the Term Amendment Fee shall be made to Loan Agreement) and the Successor Administrative Agent for further distribution of such Lenders entitled thereto. The Term Amendment Fee Commitments have been terminated, Borrowers shall not be refundable under any circumstancesrequired to pay the Specified Revolving Loan Fee Amount otherwise payable pursuant to this Section. B. The Borrower hereby covenants and agrees that it shall pay to each Required Lender that is a Revolving Lender (the “Required Revolving Lenders”) which executes and delivers to the Successor Administrative Agent (or its designee) a counterpart hereof by the Deadline, a nonrefundable cash fee (the “Revolving Amendment Fee” and together with the Term Amendment Fee, the “Amendment Fees”) in U.S. dollars in an amount equal to 12.5 basis points (i.e., 0.125%) of an amount equal to the aggregate principal amount of all Loans and Commitments of such Required Revolving Lender outstanding as of the Deadline, which Revolving Amendment Fee shall be payable on the Acquisition Closing Date. Such payment of the Revolving Amendment Fee shall be made to the Successor Administrative Agent for further distribution of such Lenders entitled thereto. The Revolving Amendment Fee shall not be refundable under any circumstances.