Common use of Amendment Fees Clause in Contracts

Amendment Fees. On the Effective Date, Borrower shall pay (a) to Administrative Agent (for the ratable benefit of the Revolver Lenders consenting to this Amendment on or prior to the Effective Date, the "Consenting Revolver Lenders"), an amendment fee in an amount equal to 0.25% of the aggregate Committed Sums under the Revolving Facility of each Consenting Revolver Lender as of the Effective Date; (b) to Administrative Agent (for the ratable benefit of the Term Loan Lenders consenting to this Amendment on or prior to the Effective Date, the "Consenting Term Loan Lenders"), an amendment fee in an amount equal to 0.25% of the aggregate Term Loan Principal Debt owed to the Consenting Term Loan Lenders as of the Effective Date; (c) to Administrative Agent (for the ratable benefit of the One-Year Term Lenders consenting to this Amendment, the "Consenting One-Year Term Lenders"), an amendment fee in an amount equal to 0.125% of the One-Year Term Principal Debt owed to the Consenting One-Year Term Loan Lenders; and (d) to Administrative Agent (for its individual account) the amendment fees set forth in a separate letter agreement dated as of March 14, 2000, executed by Borrower and Administrative Agent. Additionally, in the event the One-Year Term Loan is not prepaid in full on or prior to July 3, 2000, Borrower shall pay an additional amendment fee to Administrative Agent (for the ratable benefit of the Consenting One-Year Term Loan Lenders) in an amount equal to 0.125% of the One-Year Term Loan Principal owed to the Consenting One-Year Term Loan Lenders as of July 3, 2000. The failure of Borrower to comply with the provisions of this Paragraph 2 shall constitute a payment Default entitling Lenders to exercise their respective Rights under the Loan Documents.

Amendment Fees. On the Effective Date, Borrower shall pay (a) to Administrative Agent (As consideration for the ratable benefit Lenders’ agreements hereunder, the Borrower hereby agrees to pay to each Lender that executes and delivers a counterpart of the Revolver Lenders consenting to this Amendment on or prior to the Amendment Effective Date, for its own account, either (at the "Consenting Revolver Lenders"), Borrower’s option): (a) an amendment fee in an amount equal to 0.251.00% of such Lender’s Commitment (whether used or unused) on the aggregate Committed Sums under Amendment Effective Date (the Revolving Facility of each Consenting Revolver Lender as of the Effective Date; “First Alternative Amendment Fee”) or (b) an amendment fee equal to 2.00% of such Lender’s Commitment (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, as applicable, shall be earned on the Amendment Effective Date. If the Borrower elects by written notice to the Administrative Agent (for the ratable benefit of the Term Loan Lenders consenting to this Amendment on or prior to December 31, 2012 to pay the Effective DateFirst Alternative Amendment Fee, such fee shall be due and payable on December 31, 2012. If the "Consenting Term Loan Lenders"), an amendment fee in an amount equal to 0.25% of the aggregate Term Loan Principal Debt owed Borrower has not delivered such notice to the Consenting Term Loan Lenders as of the Effective Date; (c) to Administrative Agent (for the ratable benefit of the One-Year Term Lenders consenting to this Amendment, the "Consenting One-Year Term Lenders"), an amendment fee in an amount equal to 0.125% of the One-Year Term Principal Debt owed to the Consenting One-Year Term Loan Lenders; and (d) to Administrative Agent (for its individual account) the amendment fees set forth in a separate letter agreement dated as of March 14, 2000, executed by Borrower and Administrative Agent. Additionally, in the event the One-Year Term Loan is not prepaid in full on or prior to July 3December 31, 20002012, (i) the Borrower shall be deemed to have elected to pay an additional amendment fee to Administrative Agent (for the ratable benefit of the Consenting One-Year Term Loan Lenders) Second Alternative Amendment Fee in an amount equal to 0.125% of the One-Year Term Loan Principal owed to the Consenting One-Year Term Loan Lenders as of July 3, 2000. The failure of Borrower to comply accordance with the provisions of this Paragraph 2 Section 3 and (ii) the First Alternative Amendment Fee shall constitute a payment Default entitling Lenders not be payable. If the Borrower elects by written notice to exercise their respective Rights under the Loan DocumentsAdministrative Agent to pay the Second Alternative Amendment Fee (or is deemed to have elected to pay the Second Alternative Amendment Fee pursuant to the previous sentence), such fee will be due and payable on the date on which the Credit Agreement is terminated, and all Borrowings and other amounts due or outstanding thereunder are repaid in full; provided, however, that the Second Alternative Amendment Fee shall not be payable 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. On the Effective Date, (a) The Borrower shall pay (a) to the Administrative Agent (for the ratable benefit of the Revolver Lenders consenting to this Amendment on or prior to the Effective Date, the "Consenting Revolver Lenders"), an amendment fee in an for the account of each Lender, pro rata according to the sum of such Lender's Revolving Credit Commitment, Liquidity Commitment (excluding the Incremental Commitment) and the total outstanding principal amount of all Term Loan Advances owed to such Lender (the "Phase I Credit Exposure") as of the date of this Amendment, which fee shall equal to 0.25% of the aggregate Committed Sums under Phase I Credit Exposure (the Revolving Facility of each Consenting Revolver Lender "Phase I Fee"). The Phase I Fee shall be earned and payable as of the Effective Date; date of this Amendment. (b) The Borrower shall pay to the Administrative Agent (for the ratable benefit of the Term Loan Lenders consenting to this Amendment on or prior to the Effective Date, the "Consenting Term Loan Lenders"), an amendment fee in an for the account of each Lender, pro rata according to the sum of such Lender's Revolving Credit Commitment, Liquidity Commitment (including the Incremental Commitment) and the total outstanding principal amount of all Term Loan Advances owed to such Lender (the "Phase II Credit Exposure") as of the date of this Amendment, which fee shall equal to 0.25% of the aggregate Term Loan Principal Debt owed to Phase II Credit Exposure (the Consenting Term Loan Lenders "Phase II Fee"). The Phase II Fee shall be earned and payable as of the Effective Date; (c) to Administrative Agent (for the ratable benefit date of the One-Year Term Lenders consenting to this Amendment, but payment shall be deferred until March 31, 1999. The Phase II Fee shall be 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 "Consenting One-Year Term Lenders")Borrower for general working capital purposes, an amendment fee in an amount equal to 0.125% of the One-Year Term Principal Debt owed to the Consenting One-Year Term Loan Lenders; and or (d) to Administrative Agent (for its individual accountB) the amendment fees conditions set forth in a separate letter agreement dated as Section 3.4 of March 14the Credit Agreement are not satisfied, 2000, executed by Borrower and Administrative Agent. Additionally, in the event the One-Year Term Loan is not prepaid in full or (C) on or prior to July 3before the Liquidity Commitment Step-Up Date, 2000, the Borrower shall pay an additional amendment fee to have notified the Administrative Agent that it desires to cancel the Incremental Commitment, or (for ii) before March 31, 1999, the ratable benefit terms and conditions of the Consenting One-Year Term Loan Lenders) in an amount equal Documents and the Obligations thereunder have been restructured to 0.125% the satisfaction of the One-Year Term Loan Principal owed to the Consenting One-Year Term Loan Lenders as of July 3, 2000. The failure of Borrower to comply with the provisions of this Paragraph 2 shall constitute a payment Default entitling Lenders to exercise their respective Rights under the Loan DocumentsLenders.

Amendment Fees. On Subject to the occurrence of the Initial Amendment Effective DateDate (as defined below) and, Borrower shall pay 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 Administrative Agent (the Agent, for the ratable benefit account of the each Revolver Lenders consenting Lender that consents to this Amendment on or prior to the Effective Date5:00 p.m. (New York City time), July 21, 2014, fees (any such fees, the "Consenting “Revolver Lenders"), an amendment fee Amendment Fees”) in an amount equal to 0.250.50% of the aggregate Committed Sums under the Revolving Facility of each Consenting such Revolver Lender Lender’s Revolver Commitment as of the Initial Amendment Effective Date (as defined below), 50% of which shall be earned, due and payable on the Initial Amendment Effective Date and the remaining balance of which (the “Final Revolver Amendment Fees”) shall be earned, due and payable on the Final Amendment Effective Date; , and (bii) to Administrative Agent (the Agent, for the ratable benefit account of the each Term Loan Lenders consenting Lender that consents to this Amendment on or prior to the Effective Date5:00 p.m. (New York City time), July 21, 2014, fees (any such fees, the "Consenting “Term Loan Lenders")Amendment Fees” and, an amendment fee in an amount equal to 0.25% of together with the aggregate Term Loan Principal Debt owed to the Consenting Term Loan Lenders as of the Effective Date; (c) to Administrative Agent (for the ratable benefit of the One-Year Term Lenders consenting to this AmendmentRevolver Amendment Fees, the "Consenting One-Year Term Lenders"), an amendment fee in an amount equal to 0.125% of the One-Year Term Principal Debt owed to the Consenting One-Year Term Loan Lenders; and (d) to Administrative Agent (for its individual account) the amendment fees set forth in a separate letter agreement dated as of March 14, 2000, executed by Borrower and Administrative Agent. Additionally, in the event the One-Year Term Loan is not prepaid in full on or prior to July 3, 2000, Borrower shall pay an additional amendment fee to Administrative Agent (for the ratable benefit of the Consenting One-Year Term Loan Lenders“Amendment Fees”) in an amount equal to 0.1250.50% of the One-Year such Term Loan Principal owed to the Consenting One-Year Lender’s outstanding Term Loan Lenders Advances as of July 3the Initial Amendment Effective Date, 2000. The failure 50% of Borrower to comply which shall be earned, due and payable on the Initial Amendment Effective Date and the remaining balance of which (together with the provisions Final Revolver Amendment Fees, the “Final Amendment Fees”) shall be earned, due and payable on the Final Amendment Effective Date. 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 this Paragraph 2 shall constitute a payment Default entitling Lenders to exercise their respective Rights under the Loan Documentssetoff or counterclaim.

Amendment Fees. On The Agent, the Effective DateLenders and the Borrower acknowledge that the Borrower has previously agreed to pay to the Agent, Borrower shall pay (a) to Administrative Agent (for the ratable benefit account of the Revolver Lenders, an amendment fee of $1,163,000 (the “Fifth Amendment Fee”), which Fifth Amendment Fee was fully earned by the Lenders consenting 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 on or prior No. 8, Borrower agrees to pay to the Effective DateAgent, for the "Consenting Revolver ratable account of the Lenders"), an additional amendment fee in an amount equal to 0.251.50% of the aggregate Committed Sums under Revolving Loan Commitment (“Eighth Amendment Fee”), which Eighth Amendment Fee shall be fully earned by the Revolving Facility Lenders upon the execution of each Consenting Revolver Lender as of the Effective Date; (b) to Administrative Agent (for the ratable benefit of the Term Loan Lenders consenting to this Amendment on or prior to No. 8 and shall be due and payable upon the Effective earliest of (i) the Maturity Date, and (ii) the "Consenting Term Loan Lenders"), an date on which Borrower’s obligations and liabilities to Agent and Lenders are due or declared due. The Fifth Amendment Fee and Eighth Amendment Fee shall be in addition to any other amendment fee in an amount equal or other fee payable pursuant to 0.25% of the aggregate Term any other agreement or other Loan Principal Debt owed to the Consenting Term Loan Lenders as of the Effective Date; (c) to Administrative Agent (for the ratable benefit of the One-Year Term Lenders consenting to this Amendment, the "Consenting One-Year Term Lenders"), an amendment fee in an amount equal to 0.125% of the One-Year Term Principal Debt owed to the Consenting One-Year Term Loan Lenders; and (d) to Administrative Agent (for its individual account) the amendment fees set forth in a separate letter agreement dated as of March 14, 2000, executed by Borrower and Administrative Agent. Additionally, in the event the One-Year Term Loan is not prepaid in full on or prior to July 3, 2000, Borrower shall pay an additional amendment fee to Administrative Agent (for the ratable benefit of the Consenting One-Year Term Loan Lenders) in an amount equal to 0.125% of the One-Year Term Loan Principal owed to the Consenting One-Year Term Loan Lenders as of July 3, 2000. The failure of Borrower to comply with the provisions of this Paragraph 2 shall constitute a payment Default entitling Lenders to exercise their respective Rights under the Loan DocumentsDocument.

Amendment Fees. On The Agent, the Effective DateLenders and the Borrower acknowledge that the Borrower has previously agreed to pay to the Agent, Borrower shall pay (a) to Administrative Agent (for the ratable benefit account of the Revolver Lenders, an amendment fee of $1,163,000 (the “Fifth Amendment Fee”), which Fifth Amendment Fee was fully earned by the Lenders consenting 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 (“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 this Amendment on or prior No. 9, Borrower agrees to pay to the Effective DateAgent, for the "Consenting Revolver ratable account of the Lenders"), an additional amendment fee in an amount equal to 0.250.75% of the aggregate Committed Sums under Revolving Loan Commitment (“Ninth Amendment Fee”), which Ninth Amendment Fee shall be fully earned by the Revolving Facility Lenders upon the execution of each Consenting Revolver Lender as of the Effective Date; (b) to Administrative Agent (for the ratable benefit of the Term Loan Lenders consenting to this Amendment on or prior to No. 9 and shall be due and payable upon the Effective earliest of (i) the Maturity Date, or (ii) the "Consenting Term Loan Lenders")date on which Borrower’s obligations and liabilities to Agent and Lenders are due or declared due. The Fifth Amendment Fee, an Eighth Amendment Fee and Ninth Amendment Fee shall be in addition to any other amendment fee in an amount equal or other fee payable pursuant to 0.25% of the aggregate Term any other agreement or other Loan Principal Debt owed to the Consenting Term Loan Lenders as of the Effective Date; (c) to Administrative Agent (for the ratable benefit of the One-Year Term Lenders consenting to this Amendment, the "Consenting One-Year Term Lenders"), an amendment fee in an amount equal to 0.125% of the One-Year Term Principal Debt owed to the Consenting One-Year Term Loan Lenders; and (d) to Administrative Agent (for its individual account) the amendment fees set forth in a separate letter agreement dated as of March 14, 2000, executed by Borrower and Administrative Agent. Additionally, in the event the One-Year Term Loan is not prepaid in full on or prior to July 3, 2000, Borrower shall pay an additional amendment fee to Administrative Agent (for the ratable benefit of the Consenting One-Year Term Loan Lenders) in an amount equal to 0.125% of the One-Year Term Loan Principal owed to the Consenting One-Year Term Loan Lenders as of July 3, 2000. The failure of Borrower to comply with the provisions of this Paragraph 2 shall constitute a payment Default entitling Lenders to exercise their respective Rights under the Loan DocumentsDocument.