Common use of FEES PAYABLE BY THE ASSIGNEE Clause in Contracts

FEES PAYABLE BY THE ASSIGNEE. [To the extent applicable, the Assignee shall pay to the Assignor a fee on each day on which a payment of interest or commitment fee is made under the Credit Agreement with respect to the amounts assigned to the Assignee hereunder (other than a payment of interest or commitment fee for the period prior to the Effective Date or, in the case of LIBOR Loans, the Payment Date, which the Assignee is obligated to deliver to the Assignor pursuant to Section 4 hereof). The amount of such fee shall be the difference between (i) the interest or fee, as applicable, paid with respect to the amounts assigned to the Assignee hereunder and (ii) the interest or fee, as applicable, which would have been paid with respect to the amounts assigned to the Assignee hereunder if each interest rate was of 1% less than the interest rate paid by the Borrower or if the commitment fee was of 1% less than the commitment fee paid by the Borrower, as applicable. In addition, the Assignee agrees to pay % of the recordation fee required to be paid to the Agent pursuant to the Credit Agreement in connection with this Assignment Agreement.]*

FEES PAYABLE BY THE ASSIGNEE. [To the extent applicable, the The Assignee shall pay to the Assignor a fee on each day on which a payment of interest or commitment fee [commitment] fees is made under the Credit Agreement with respect to the amounts assigned to the Assignee hereunder (other than a payment of interest or commitment fee fees for the period prior to the Effective Date or, in the case of LIBOR Eurodollar Loans, the Payment Date, which the Assignee is obligated to deliver to the Assignor pursuant to Section 4 hereof). The amount of such fee shall be the difference between (i) the interest or fee, as applicable, paid with respect to the amounts assigned to the Assignee hereunder and (ii) the interest or fee, as applicable, which would have been paid with respect to the amounts assigned to the Assignee hereunder if each interest rate was of 1% less than the interest rate paid by the Borrower or if the commitment fee was of 1% less than the commitment fee paid by the Borrower, as applicable. In addition, the Assignee agrees to pay % of the recordation fee required to be paid to the Agent pursuant to the Credit Agreement in connection with this Assignment Agreement.]** **The parties may substitute other terms with respect to fees.

FEES PAYABLE BY THE ASSIGNEE. [To the extent applicable, the The Assignee shall pay to the Assignor a fee on each day on which a payment of interest or commitment fee facility fees is made under the Credit Agreement with respect to the amounts assigned to the Assignee hereunder (other than a payment of interest or commitment fee fees for the period prior to the Effective Date or, in the case of LIBOR Eurodollar Committed Loans, Eurodollar Bid Rate Loans and Absolute Rate Loans, the Payment Date, which the Assignee is obligated to deliver to the Assignor pursuant to Section 4 hereof). The amount of such fee shall be the difference between (i) the interest or fee, as applicable, paid with respect to the amounts assigned to the Assignee hereunder and (ii) the interest or fee, as applicable, which would have been paid with respect to the amounts assigned to the Assignee hereunder if each interest rate was ___ of 1% less than the interest rate paid by the Borrower or if the commitment facility fee was ___ of 1% less than the commitment facility fee paid by the Borrower, as applicable. In addition, the Assignee agrees to pay ___% of the recordation fee required to be paid to the Administrative Agent pursuant to the Credit Agreement in connection with this Assignment Agreement.]*

FEES PAYABLE BY THE ASSIGNEE. [To the extent applicable, the The Assignee shall pay to the Assignor a fee on each day on which a payment of interest or commitment fee [commitment] fees is made under the Credit Agreement with respect to the amounts assigned to the Assignee hereunder (other than a payment of interest or commitment fee fees for the period prior to the Effective Date or, in the case of LIBOR Fixed Rate Loans, the Payment Date, which the Assignee is obligated to deliver to the Assignor pursuant to Section 4 hereof). The amount of such fee shall be the difference between (i) the interest or fee, as applicable, paid with respect to the amounts assigned to the Assignee hereunder and (ii) the interest or fee, as applicable, which would have been paid with respect to the amounts assigned to the Assignee hereunder if each interest rate was of 1% less than the interest rate paid by the Borrower Company or if the commitment fee was of 1% less than the commitment fee paid by the BorrowerCompany, as applicable. In addition, the Assignee agrees to pay % of the recordation fee required to be paid to the Agent pursuant to the Credit Agreement in connection with this Assignment Agreement.]*

FEES PAYABLE BY THE ASSIGNEE. [To the extent applicable, the The Assignee shall pay to the Assignor a fee on each day on which a payment of interest or commitment fee fees is made under the Credit Agreement with respect to the amounts assigned to the Assignee hereunder (other than a payment of interest or commitment fee fees for the period prior to the Effective Date or, in the case of LIBOR Eurodollar Loans, the Payment Date, which the Assignee is obligated to deliver to the Assignor pursuant to Section 4 hereof). The amount of such fee shall be the difference between (i) the interest or fee, as applicable, paid with respect to the amounts assigned to the Assignee hereunder and (ii) the interest or fee, as applicable, which would have been paid with respect to the amounts assigned to the Assignee hereunder if each interest rate was __ of 1% less than the interest rate paid by the Borrower or if the commitment fee was __ of 1% less than the commitment fee paid by the Borrower, as applicable. In addition, the Assignee agrees to pay __% of the recordation fee required to be paid to the Agent pursuant to the Credit Agreement in connection with this Assignment Agreement.]*

FEES PAYABLE BY THE ASSIGNEE. [To the extent applicable, the The Assignee shall pay to the Assignor a fee on each day on which a payment of interest or commitment fee facility fees is made under the Credit Agreement with respect to the amounts assigned to the Assignee hereunder (other than a payment of interest or commitment fee facility fees for the period prior to the Effective Date or, in the case of LIBOR Loans, the Payment Date, which the Assignee is obligated to deliver to the Assignor pursuant to Section 4 hereof). The amount of such fee shall be the difference between (ia) the interest or fee, as applicable, paid with respect to the amounts assigned to the Assignee hereunder hereunder, and (iib) the interest or fee, as applicable, which would have been paid with respect to the amounts assigned to the Assignee hereunder if each interest rate was ___ of 1% less than the interest rate paid by the Borrower or if the commitment facility fee was ___ of 1% less than the commitment facility fee paid by the Borrower, as applicable. In addition, the Assignee agrees to pay _____ % of the recordation fee required to be paid to the Administrative Agent pursuant to the Credit Agreement in connection with this Assignment Agreement.]*

FEES PAYABLE BY THE ASSIGNEE. [To the extent applicable, the The Assignee shall pay to the Assignor a fee on each day on which a payment of interest or commitment fee [facility or letter of credit] fees is made under the Credit Agreement with respect to the amounts assigned to the Assignee hereunder (other than a payment of interest or commitment fee facility fees for the period prior to the Effective Date or, in the case of LIBOR Fixed Rate Loans, the Payment Date, which the Assignee is obligated to deliver to the Assignor pursuant to Section 4 hereof). The amount of such fee shall be the difference between (i) the interest or fee, as applicable, paid with respect to the amounts assigned to the Assignee hereunder and (ii) the interest or fee, as applicable, which would have been paid with respect to the amounts assigned to the Assignee hereunder if each interest rate was ____ of 1% less than the interest rate paid by the Borrower or if the commitment facility fee was ____ of 1% less than the commitment facility fee paid by the Borrower, as applicable. In addition, the Assignee agrees to pay % of the recordation processing fee required to be paid to the Agent pursuant to the Credit Agreement in connection with this Assignment Agreement.]*

FEES PAYABLE BY THE ASSIGNEE. [To the extent applicable, the The Assignee shall pay to the Assignor a fee on each day on which a payment of interest or commitment fee is made under the Credit Agreement with respect to the amounts assigned to the Assignee hereunder (other than a payment of interest or commitment fee fees for the period prior to the Effective Date or, in the case of LIBOR Eurodollar Loans, the Payment Date, which the Assignee is obligated to deliver to the Assignor pursuant to Section 4 hereof). The amount of such fee shall be the difference between (i) the interest or fee, as applicable, paid with respect to the amounts assigned to the Assignee ___________ * Each Assignor may insert its standard payment provisions in lieu of the payment terms included in this Exhibit. hereunder and (ii) the interest or fee, as applicable, which would have been paid with respect to the amounts assigned to the Assignee hereunder if each interest rate was of 1% less than the interest rate paid by the Borrower or if the commitment fee was of 1% less than the commitment fee paid by the Borrower, as applicable. In addition, the Assignee agrees to pay % of the recordation fee required to be paid to the Agent pursuant to the Credit Agreement in connection with this Assignment Agreement.]*

FEES PAYABLE BY THE ASSIGNEE. [To the extent applicable, the The Assignee shall pay to the Assignor a fee on each day on which a payment of interest or commitment fee fees (including any Commitment Fee, Extension Fee or Unused Facility Fee) is made under the Credit Agreement with respect to the amounts assigned to the Assignee hereunder (other than a payment of interest or commitment fee fees for the period prior to the Effective Date or, in the case of Adjusted LIBOR Loans, the Payment Date, which the Assignee is obligated to deliver to the Assignor pursuant to Section 4 hereof). The amount of such fee shall be the difference between (i) the interest or fee, as applicable, paid with respect to the amounts assigned to the Assignee hereunder and (ii) the 107 interest or fee, as applicable, which would have been paid with respect to the amounts assigned to the Assignee hereunder if each interest rate was __ of 1% less than the interest rate paid by the Borrower or if the commitment fee was __ of 1% less than the commitment fee paid by the Borrower, as applicable. In addition, the Assignee agrees to pay __% of the recordation fee required to be paid to the Administrative Agent pursuant to the Credit Agreement in connection with this Assignment Agreement.]*

FEES PAYABLE BY THE ASSIGNEE. [To the extent applicable, the The Assignee shall pay to the Assignor a ---------------------------- fee on each day on which a payment of interest or commitment fee facility fees is made under the Credit Agreement with respect to the amounts assigned to the Assignee hereunder (other than a payment of interest or commitment fee facility fees for the period prior to the Effective Date or, in the case of LIBOR Fixed Rate Loans, the Payment Date, which the Assignee is obligated to deliver to the Assignor pursuant to Section 4 hereof). The amount of such fee shall be the difference between (i) --------- the interest or fee, as applicable, paid with respect to the amounts assigned to the Assignee hereunder and (ii) the interest or fee, as applicable, which would have been paid with respect to the amounts assigned to the Assignee hereunder if each interest rate was ___ of 1% less than the interest rate paid by the Borrower or if the commitment facility fee was ___ of 1% less than the commitment fee paid by the Borrower, as applicable. In addition, the Assignee agrees to pay ___% of the recordation fee required to be paid to the Agent pursuant to the Credit Agreement in connection with this Assignment Agreement.]*

FEES PAYABLE BY THE ASSIGNEE. The [To the extent applicable, the Assignee shall pay to the Assignor a fee on each day on which a payment of interest or commitment fee fees is made under the Credit Agreement with respect to the amounts assigned to the Assignee hereunder (other than a payment of interest or commitment fee fees for the period prior to the Effective Date or, in the case of LIBOR Eurocurrency Rate Loans, the Payment Date, which the Assignee is obligated to deliver to the Assignor pursuant to Section 4 hereof). The amount of such fee shall be the difference between (i) the interest or fee, as applicable, paid with respect to the amounts assigned to the Assignee hereunder and (ii) the interest or fee, as applicable, which would have been paid with respect to the amounts assigned to the Assignee hereunder if each interest rate was of 1% less than the interest rate paid by the Borrower Borrowers or if the commitment fee was ___ of 1% less than the commitment fee paid by the BorrowerBorrowers, as applicable. In addition, the Assignee the] [Assignee][Assignor] agrees to pay % of the recordation a $4,000 processing fee required to be paid to the Administrative Agent pursuant to the Credit Agreement in connection with this Assignment Agreement.]*

FEES PAYABLE BY THE ASSIGNEE. [To the extent applicable, the The Assignee shall pay to the Assignor a ---------------------------- fee on each day on which a payment of interest or commitment fee facility fees is made under the Credit Agreement with respect to the amounts assigned to the Assignee hereunder (other than a payment of interest or commitment fee facility fees for the period prior to the Effective Date or, in the case of LIBOR Eurodollar Loans, the Payment Date, which the Assignee is obligated to deliver to the Assignor pursuant to Section 4 hereof). The amount of such fee shall be the difference between (i) ---------------- the interest or fee, as applicable, paid with respect to the amounts assigned to the Assignee hereunder and (ii) the interest or fee, as applicable, which would have been paid with respect to the amounts assigned to the Assignee hereunder if each interest rate was ___ of 1% less than the interest rate paid by the Borrower or if the commitment facility fee was ___ of 1% less than the commitment facility fee paid by the Borrower, as applicable. In addition, the Assignee agrees to pay ___% of the recordation fee required to be paid to the Agent pursuant to the Credit Agreement in connection with this Assignment Agreement.]*

FEES PAYABLE BY THE ASSIGNEE. [To the extent applicable, the The Assignee shall pay to the Assignor a fee on each day on which a payment of interest or commitment fee non-use fees is made under the Credit Agreement with respect to the amounts assigned to the Assignee hereunder (other than a payment of interest or commitment fee non-use fees for the period prior to the Effective Date or, in the case of LIBOR Loans, the Payment Date, which the Assignee is obligated to deliver to the Assignor pursuant to Section SECTION 4 hereof). The amount of such fee shall be the difference between (ia) the interest or fee, as applicable, paid with respect to the amounts assigned to the Assignee hereunder and (iib) the interest or fee, as applicable, which would have been paid with respect to the amounts assigned to the Assignee hereunder if each interest rate was of 1% less than the interest rate paid by the Borrower or if the commitment non-use fee was __ of 1% less than the commitment non-use fee paid by the Borrower, as applicable. In addition, the Assignee agrees to pay __ % of the recordation fee required to be paid to the Agent pursuant to the Credit Agreement in connection with this Assignment Agreement.]*

FEES PAYABLE BY THE ASSIGNEE. The [To the extent applicable, the Assignee shall pay to the Assignor a fee on each day on which a payment of interest or commitment fee fees is made under the Credit Agreement with respect to the amounts assigned to the Assignee hereunder (other than a payment of interest or commitment fee fees for the period prior to the Effective Date or, in the case of LIBOR Eurocurrency Rate Loans, the Payment Date, which the Assignee is obligated to deliver to the Assignor pursuant to Section 4 hereof). The amount of such fee shall be the difference between (i) the interest or fee, as applicable, paid with respect to the amounts assigned to the Assignee hereunder and (ii) the interest or fee, as applicable, which would have been paid with respect to the amounts assigned to the Assignee hereunder if each interest rate was _____ of 1% less than the interest rate paid by the applicable Borrower or if the commitment fee was ___ of 1% less than the commitment fee paid by the applicable Borrower, as applicable. In addition, the Assignee the] [Assignee][Assignor] agrees to pay % of the recordation a $3,500 processing fee required to be paid to the Administrative Agent pursuant to the Credit Agreement in connection with this Assignment Agreement.]*

FEES PAYABLE BY THE ASSIGNEE. [To the extent applicable, the The Assignee shall pay to the Assignor a fee on each day on which a payment of interest or [commitment fee or Facility Letter of Credit] fees is made under the Credit Agreement with respect to the amounts assigned to the Assignee hereunder (other than a payment of interest or [commitment fee or Facility Letter of Credit] fees for the period prior to the Effective Date or, in the case of LIBOR Eurodollar Loans, the Payment Date, which the Assignee is obligated to deliver to the Assignor pursuant to Section 4 hereof). The amount of such fee shall be the difference between (i) the interest or fee, as applicable, paid with respect to the amounts assigned to the Assignee hereunder and (ii) the interest or fee, as applicable, which would have been paid with respect to the amounts assigned to the Assignee hereunder if each interest rate was of 1% less than the interest rate paid by the Borrower or if the commitment fee was of 1% less than the commitment [or Facility Letter of Credit] fee paid by the Borrower, as applicable. In addition, the Assignee agrees to pay % of the recordation fee required to be paid to the Agent pursuant to the Credit Agreement in connection with this Assignment Agreement.]** 118 126 **The parties may substitute other terms with respect to fees.

FEES PAYABLE BY THE ASSIGNEE. [To the extent applicable, the The Assignee shall pay to the Assignor a fee on each day on which a payment of interest or commitment fee fees is made under the Credit Agreement with respect to the amounts assigned to the Assignee hereunder (other than a payment of interest or commitment fee fees for the period prior to the Effective Date or, in the case of LIBOR Fixed Rate Loans, the Payment Date, which the Assignee is obligated to deliver to the Assignor pursuant to Section 4 hereof). The amount of such fee shall be the difference between (i) the interest or fee, as applicable, paid with respect to the amounts assigned to the Assignee hereunder and (ii) the interest or fee, as applicable, which would have been paid with respect to the amounts assigned to the Assignee hereunder if each interest rate was _____ of 1% less than the interest rate paid by the Borrower or if the commitment fee was _____ of 1% less than the commitment fee paid by the Borrower, as applicable. In addition, the Assignee agrees to pay _____% of the recordation fee required to be paid to the Agent pursuant to the Credit Agreement in connection with this Assignment Agreement.]*

FEES PAYABLE BY THE ASSIGNEE. [To the extent applicable, the The Assignee shall pay to the Assignor ---------------------------- a fee on each day on which a payment of interest or commitment fee facility fees is made under the Credit Agreement with respect to the amounts assigned to the Assignee hereunder (other than a payment of interest or commitment fee facility fees for the period prior to the Effective Date or, in the case of LIBOR Loans, the Payment Date, which the Assignee is obligated to deliver to the Assignor pursuant to Section 4 hereof). The amount of such fee shall be the difference between (ia) the interest or fee, as applicable, paid with respect to the amounts assigned to the Assignee hereunder hereunder, and (iib) the interest or fee, as applicable, which would have been paid with respect to the amounts assigned to the Assignee hereunder if each interest rate was _ of 1% less than the interest rate paid by the Borrower or if the commitment facility fee was _ of 1% less than the commitment facility fee paid by the Borrower, as applicable. In addition, the Assignee agrees to pay _% of the recordation fee required to be paid to the Agent pursuant to the Credit Agreement in connection with this Assignment Agreement.]*

FEES PAYABLE BY THE ASSIGNEE. [To the extent applicable, the The Assignee shall pay to the Assignor a fee on each day on which a payment of interest or commitment fee fees is made under the Credit Loan Agreement with respect to the amounts assigned to the Assignee hereunder (other than a payment of interest or commitment fee fees for the period prior to the Effective Date or, in the case of LIBOR LoansRate Advances, the Payment Date, which the Assignee is obligated to deliver to the Assignor pursuant to Section 4 hereof). The amount of such fee shall be the difference between (i) the interest or commitment fee, as applicable, paid with respect to the amounts assigned to the Assignee hereunder and (ii) the interest or commitment fee, as applicable, which would have been paid with respect to the amounts assigned to the Assignee hereunder if each interest rate was ____ of 1% less than the interest rate paid by the Borrower or if the commitment fee was ____ of 1% less than the commitment fee paid by the Borrower, as applicable. In addition, the Assignee agrees to pay % of the recordation fee required to be paid to the Agent pursuant to the Credit Agreement in connection with this Assignment Agreement.]*

FEES PAYABLE BY THE ASSIGNEE. [To the extent applicable, the The Assignee shall pay to the Assignor a fee on each day on which a payment of interest interest, commitment fees, or commitment fee Facility L/C fees is made under the Credit Agreement with respect to the amounts assigned to the Assignee hereunder (other than a payment of interest or commitment fee fees for the period prior to the Effective Date or, in the case of LIBOR Eurodollar Loans, the Payment Date, which the Assignee is obligated to deliver to the Assignor pursuant to Section 4 hereof). The amount of such fee shall be the difference between (i) the interest or fee, as applicable, paid with respect to the amounts assigned to the Assignee hereunder and (ii) the interest or fee, as applicable, which would have been paid with respect to the amounts assigned to the Assignee hereunder if each interest rate was ____ of 1% less than the interest rate paid by the Borrower or if the commitment fee was ___ of 1% less than the commitment fee paid by the Borrower or if the Facility L/C fee was ___% of 1% less than the Facility L/C fee paid by the (1) Each Assignor may insert its standard payment provisions in lieu of the payment terms included in this Exhibit. Borrower, as applicable. In addition, the Assignee agrees to pay ___% of the recordation fee required to be paid to the Administrative Agent pursuant to the Credit Agreement in connection with this Assignment Agreement.]*

FEES PAYABLE BY THE ASSIGNEE. [To the extent applicable, the Assignee shall pay to the Assignor a fee on each day on which a payment of interest or commitment fee is made under the Credit Agreement with respect to the amounts assigned to the Assignee hereunder (other than a payment of interest or commitment fee for the period prior to the Effective Date or, in the case of LIBOR Loans, the Payment Date, which the Assignee is obligated to deliver to the Assignor pursuant to Section 4 hereof). The amount of such fee shall be the difference between (i) the interest or fee, as applicable, paid with respect to the amounts assigned to the Assignee hereunder and (ii) the interest or fee, as applicable, which would have been paid with respect to the amounts assigned to the Assignee hereunder if each interest rate was ___ of 1% less than the interest rate paid by the Borrower or if the commitment fee was _____ of 1% less than the commitment fee paid by the Borrower, as applicable. In addition, the Assignee agrees to pay ____% of the recordation fee required to be paid to the Agent pursuant to the Credit Agreement in connection with this Assignment Agreement.]* *THE PARTIES MAY INSERT ALTERNATIVE PAYMENT PROVISIONS IN LIEU OF THE PAYMENT TERMS INCLUDED IN THIS EXHIBIT.

FEES PAYABLE BY THE ASSIGNEE. [To the extent applicable, the The Assignee shall pay to the Assignor a fee on each day on which a payment of interest or commitment fee fees is made under the Credit Agreement with respect to the amounts assigned to the Assignee hereunder (other than a payment of interest or commitment fee fees for the period prior to the Effective Date or, in the case of LIBOR Loans, the Payment Date, which the Assignee is obligated to deliver to the Assignor pursuant to Section 4 hereof). The amount of such fee shall be the difference between (ia) the interest or fee, as applicable, paid with respect to the amounts assigned to the Assignee hereunder hereunder, and (iib) the interest or fee, as applicable, which would have been paid with respect to the amounts assigned to the Assignee hereunder if each interest rate was ___ of 1% less than the interest rate paid by the Borrower or if the commitment fee was ___ of 1% less than the commitment fee paid by the Borrower, as applicable. In addition, the Assignee agrees to pay _____ % of the recordation fee required to be paid to the Agent pursuant to the Credit Agreement in connection with this Assignment Agreement.]*

FEES PAYABLE BY THE ASSIGNEE. [To the extent applicable, the The Assignee shall pay to the Assignor a fee on each day on which a payment of interest [or commitment fee fees] is made under the Credit Agreement with respect to the amounts assigned to the Assignee hereunder (other than a payment of interest or commitment fee fees for the period prior to the Effective Date or, in the case of LIBOR Eurodollar Loans, the Payment Date, which the Assignee is obligated to deliver to the Assignor pursuant to Section 4 hereof). The amount of such fee shall be the difference between (i) the interest [or fee, as applicable, ,] paid with respect to the amounts assigned to the Assignee hereunder and (ii) the interest [or fee, as applicable, ,] which would have been paid with respect to the amounts assigned to the Assignee hereunder if each interest rate was of 1% less than the interest rate paid by the Borrower or if the commitment fee was of 1% less than the commitment fee paid by the Borrower, as applicable. In addition, the Assignee agrees to pay % of the recordation fee required to be paid to the Agent pursuant to the Credit Agreement in connection with this Assignment Agreement.]*

FEES PAYABLE BY THE ASSIGNEE. [To the extent applicable, the The Assignee shall pay to the Assignor a ---------------------------- fee on each day on which a payment of interest or commitment fee facility fees is made under the Credit Agreement with respect to the amounts assigned to the Assignee hereunder (other than a payment of interest or commitment fee facility fees for the period prior to the Effective Date or, in the case of LIBOR Fixed Rate [Syndicated] Loans, the Payment Date, which the Assignee is obligated to deliver to the Assignor pursuant to Section 4 hereof). The amount of such fee shall be the difference between (i) the interest or fee, as applicable, paid with respect to the amounts assigned to the Assignee hereunder and (ii) the interest or fee, as applicable, which would have been paid with respect to the amounts assigned to the Assignee hereunder if each interest rate was ___ of 1% less than the interest rate paid by the Borrower or if the commitment facility fee was ___ of 1% less than the commitment facility fee paid by the Borrower, Borrowers as applicablethe case may be. In addition, the Assignee agrees to pay ___% of the recordation fee required to be paid to the Administrative Agent pursuant to the Credit Agreement in connection with this Assignment Agreement.]*

FEES PAYABLE BY THE ASSIGNEE. [To the extent applicable, the The Assignee shall pay to the Assignor a fee on each day on which a payment of interest or commitment fee fees is made under the Credit Agreement with respect to the amounts assigned to the Assignee hereunder (other than a payment of interest or commitment fee fees for the period prior to the Effective Date or, in the case of LIBOR Eurodollar Loans, the Payment Date, which the Assignee is obligated to deliver to the Assignor pursuant to Section 4 hereof). The amount of such fee shall be the difference between (i) the interest or fee, as applicable, paid with respect to the amounts assigned to the Assignee hereunder and (ii) the interest or fee, as applicable, which would have been paid with respect to the amounts assigned to the Assignee hereunder if each interest rate was of 1% less than the interest rate paid by the Borrower or if the commitment fee was of 1% less than the commitment fee paid by the Borrower, as applicable. In addition, the Assignee agrees to pay % of the recordation fee required to be paid to the Agent pursuant to the Credit Agreement in connection with this Assignment Agreement.]*

FEES PAYABLE BY THE ASSIGNEE. [To the extent applicable, the The Assignee shall pay to the Assignor a fee on each day on which a payment of interest or commitment fee fees is made under the Credit Agreement with respect to the amounts assigned to the Assignee hereunder (other than a payment of interest or commitment fee fees for the period prior to the Effective Date or, in the case of LIBOR Fixed Rate Loans, the Payment Date, which the Assignee is obligated to deliver to the Assignor pursuant to Section 4 hereof). The amount of such fee shall be the difference between (i) the interest or fee, as applicable, paid with respect to the amounts assigned to the Assignee hereunder and (ii) the interest or fee, as applicable, which would have been paid with respect to the amounts assigned to the Assignee hereunder if each interest rate was of 1% less than the interest rate paid by the Borrower or if the commitment fee was of 1% less than the commitment fee paid by the Borrower, as applicable. In addition, the Assignee agrees to pay % of the recordation fee required to be paid to the Administrative Agent pursuant to the Credit Agreement in connection with this Assignment Agreement.]*

FEES PAYABLE BY THE ASSIGNEE. [To the extent applicable, the The Assignee shall pay to the Assignor a fee on each day on which a payment of interest or commitment fee fees is made under the Credit Agreement with respect to the amounts assigned to the Assignee hereunder (other than a payment of interest or commitment fee fees for the period prior to the Effective Date or, in the case of LIBOR Eurodollar Rate Loans, the Payment Date, which the Assignee is obligated to deliver to the Assignor pursuant to Section 4 hereof). The amount of such fee shall be the difference between (i) the interest or fee, as applicable, paid with respect to the amounts assigned to the Assignee hereunder and (ii) the interest or fee, as applicable, which would have been paid with respect to the amounts assigned to the Assignee hereunder if each interest rate was of 1% less than the interest rate paid by the Borrower or if the commitment fee was of 1% less than the commitment fee paid by the Borrower, as applicable. In addition, the ,] (6) [t]he Assignee agrees to pay % of the recordation fee required to be paid to the Agent pursuant to Section 13.3(B) of the Credit Agreement in connection with this Assignment Agreement.]*

FEES PAYABLE BY THE ASSIGNEE. [To the extent applicable, the The Assignee shall pay to the Assignor a fee on each day on which a payment of interest or commitment fee fees is made under the Credit Agreement with respect to the amounts assigned to the Assignee hereunder (other than a payment of interest or commitment fee fees for the period prior to the Effective Date or, in the case of LIBOR Eurodollar Loans, the Payment Date, which the Assignee is obligated to deliver to the Assignor pursuant to Section 4 hereof). The amount of such fee shall be the difference between (i) the interest or fee, as applicable, paid with respect to the amounts assigned to the Assignee hereunder and (ii) the interest or fee, as applicable, which would have been paid with respect to the amounts assigned to the Assignee hereunder if each interest rate was of 1% less than the interest rate paid by the Borrower or if the commitment fee was of 1% less than the commitment fee paid by the Borrower, as applicable. In addition, the Assignee agrees to pay % of the recordation fee required to be paid to the Agent pursuant to the Credit Agreement in connection with this Assignment Agreement.]*

FEES PAYABLE BY THE ASSIGNEE. The [To the extent applicable, the Assignee shall pay to the Assignor a fee on each day on which a payment of interest or commitment fee fees is made under the Credit Agreement with respect to the amounts assigned to the Assignee hereunder (other than a payment of interest or commitment fee fees for the period prior to the Effective Date or, in the case of LIBOR Loans, the Payment Date, which the Assignee is obligated to deliver to the Assignor pursuant to Section 4 hereof). The amount of such fee shall be the difference between (i) the interest or fee, as applicable, paid with respect to the amounts assigned to the Assignee hereunder and (ii) the interest or fee, as applicable, which would have been paid with respect to the amounts assigned to the Assignee hereunder if each interest rate was ___ of 1% less than the interest rate paid by the Borrower Company or if the commitment fee was ___ of 1% less than the commitment fee paid by the BorrowerCompany, as applicable. In addition, the Assignee the] [Assignee] [Assignor] agrees to pay % of the recordation a $3,500 processing fee required to be paid to the Agent pursuant to the Credit Agreement in connection with this Assignment Agreement.]*Agreement.1

FEES PAYABLE BY THE ASSIGNEE. [To the extent applicable, the The Assignee shall pay to the Assignor a fee on each day on which a payment of interest or commitment fee fees is made under the Credit Agreement with respect to the amounts assigned to the Assignee hereunder (other than a payment of interest or commitment fee fees for the period prior to the Effective Date or, in the case of LIBOR Fixed Rate Loans, the Payment Date, which the Assignee is obligated to deliver to the Assignor pursuant to Section 4 hereof). The amount of such fee shall be the difference between (i) the interest or fee, as applicable, paid with respect to the amounts assigned to the Assignee hereunder and (ii) the interest or fee, as applicable, which would have been paid with respect to the amounts assigned to the Assignee hereunder if each interest rate was of 1% less than the interest rate paid by the Borrower or if the commitment fee was of 1% less than the commitment fee paid by the Borrower, as applicable. In addition, the Assignee agrees to pay % of the recordation fee required to be paid to the Agent pursuant to the Credit Agreement in connection with this Assignment Agreement.]*

FEES PAYABLE BY THE ASSIGNEE. [To the extent applicable, the The Assignee shall pay to the Assignor a fee on each day on which a payment of interest or commitment fee facility fees is made under the Credit Agreement with respect to the amounts assigned to the Assignee hereunder (other than a payment of interest or commitment fee facility fees for the period prior to the Effective Date or, in the case of LIBOR Loans, the Payment Date, which the Assignee is obligated to deliver to the Assignor pursuant to Section 4 hereof). The amount of such fee shall be the difference between (ia) the interest or fee, as applicable, paid with respect to the amounts assigned to the Assignee hereunder hereunder, and (iib) the interest or fee, as applicable, which would have been paid with respect to the amounts assigned to the Assignee hereunder if each interest rate was ___ of 1% less than the interest rate paid by the Borrower or if the commitment facility fee was ___ of 1% less than the commitment facility fee paid by the Borrower, as applicable. In addition, the Assignee agrees to pay _____ % of the recordation fee required to be paid to the Agent pursuant to the Credit Agreement in connection with this Assignment Agreement.]*

FEES PAYABLE BY THE ASSIGNEE. [To the extent applicable, the The Assignee shall pay to the Assignor a fee on each day on which a payment of interest or commitment fee fees is made under the Credit Agreement with respect to the amounts assigned to the Assignee hereunder (other than a payment of interest or commitment fee fees for the period prior to the Effective Date or, in the case of LIBOR Eurodollar Loans, the Payment Date, which the Assignee is obligated to deliver to the Assignor pursuant to Section 4 hereof). The amount of such fee shall be the difference between (i) the interest or fee, as applicable, paid with respect to the amounts assigned to the Assignee hereunder and (ii) the interest or fee, as applicable, which would have been paid with respect to the amounts assigned to the Assignee hereunder if each interest rate was ___ of 1% less than the interest rate paid by the Borrower or if the commitment fee was ___ of 1% less than the commitment fee paid by the Borrower, as applicable. In addition, the Assignee agrees to pay ___% of the recordation processing fee required to be paid to the Agent pursuant to the Credit Agreement in connection with this Assignment Agreement.]*

FEES PAYABLE BY THE ASSIGNEE. [To the extent applicable, the The Assignee shall pay to the Assignor a fee on each day on which a payment of interest or commitment fee fees is made under the Credit Agreement with respect to the amounts assigned to the Assignee hereunder (other than a payment of interest or commitment fee fees for the period prior to the Effective Date or, in the case of LIBOR Eurodollar Loans, the Payment Date, which the Assignee is obligated to deliver to the Assignor pursuant to Section 4 hereof). The amount of such fee shall be the difference between (i) the interest or fee, as applicable, paid with respect to the amounts assigned to the Assignee hereunder and (ii) the interest or fee, as applicable, which would have been paid with respect to the amounts assigned to the Assignee hereunder if each interest rate was of 1% less than the interest rate paid by the Borrower or if the commitment fee was of 1% less than the commitment fee paid by the Borrower, as applicable. In addition, the Assignee agrees to pay % of the recordation fee required to be paid to the Agent pursuant to the Credit Agreement in connection with this Assignment Agreement. 6.]*

FEES PAYABLE BY THE ASSIGNEE. [To the extent applicable, the The Assignee shall pay to the Assignor a fee on each day on which a payment of interest or commitment fee fees is made under the Credit Agreement with respect to the amounts assigned to the Assignee hereunder (other than a payment of interest or commitment fee fees for the period prior to the Effective Date or, in the case of LIBOR Eurodollar Loans, the Payment Date, which the Assignee is obligated to deliver to the Assignor pursuant to Section 4 hereof). The amount of such fee shall be the difference between (i) the interest or fee, as applicable, paid with respect to the amounts assigned to the Assignee hereunder and (ii) the interest or fee, as applicable, which would have been paid with respect to the amounts assigned to the Assignee hereunder if each interest rate was ___ of 1% less than the interest rate paid by the Borrower or if the commitment fee was ___ of 1% less than the commitment fee paid by the Borrower, as applicable. In addition, the Assignee agrees to pay ___% of the recordation fee required to be paid to the Agent pursuant to the Credit Agreement in connection with this Assignment Agreement.]*

FEES PAYABLE BY THE ASSIGNEE. [To the extent applicable, the The Assignee shall pay to the Assignor a fee on each day on which a payment of interest or commitment fee fees is made under the Credit Agreement with respect to the amounts assigned to the Assignee hereunder (other than a payment of interest or commitment fee fees for the period prior to the Effective Date or, in the case of LIBOR Eurodollar Loans, the Payment Date, which the Assignee is obligated to deliver to the Assignor pursuant to Section 4 hereof). The amount of such fee shall be the difference between (i) the interest or fee, as applicable, paid with respect to the amounts assigned to the Assignee hereunder and (ii) the interest or fee, as applicable, which would have been paid with respect to the amounts assigned to the Assignee hereunder if each interest rate was ___ of 1% less than the interest rate paid by the Borrower Company or if the commitment fee was ___ of 1% less than the commitment fee paid by the BorrowerCompany, as applicable. In addition, the Assignee agrees to pay ___% of the recordation fee required to be paid to the Agent pursuant to the Credit Agreement in connection with this Assignment Agreement.]*

FEES PAYABLE BY THE ASSIGNEE. [To the extent applicable, the The Assignee shall pay to the Assignor a fee on each day on which a payment of interest or commitment fee facility fees is made under the Credit Agreement with respect to the amounts assigned to the Assignee hereunder (other than a payment of interest or commitment fee facility fees for the period prior to the Effective Date or, in the case of LIBOR Eurodollar Loans, the Payment Date, which the Assignee is obligated to deliver to the Assignor pursuant to Section SECTION 4 hereof). The amount of such fee shall be the difference between (ia) the interest or fee, as applicable, paid with respect to the amounts assigned to the Assignee hereunder and (iib) the interest or fee, as applicable, which would have been paid with respect to the amounts assigned to the Assignee hereunder if each interest rate was of 1% less than the interest rate paid by the applicable Borrower or if the commitment facility fee was of 1% less than the commitment facility fee paid by the applicable Borrower, as applicable. In addition, the Assignee agrees to pay % of the recordation fee required to be paid to the Agent pursuant to the Credit Agreement in connection with this Assignment Agreement.]*

FEES PAYABLE BY THE ASSIGNEE. [To the extent applicable, the The Assignee shall pay to the Assignor a fee on each day on which a payment of interest or commitment fee fees is made under the Credit Agreement with respect to the amounts assigned to the Assignee hereunder (other than a payment of interest or commitment fee fees for the period prior to the Effective Date or, in the case of LIBOR Eurodollar Rate Loans, the Payment Date, which the Assignee is obligated to deliver to the Assignor pursuant to Section 4 hereof). The amount of such fee shall be the difference between (i) the interest or fee, as applicable, paid with respect to the amounts assigned to the Assignee hereunder and (ii) the interest or fee, as applicable, which would have been paid with respect to the amounts assigned to the Assignee hereunder if each interest rate was was____ of 1% less than the interest rate paid by the Borrower Company or if the commitment fee was _____ of 1% less than the commitment fee paid by the BorrowerCompany, as applicable. .] [In addition, the ,] [t]he Assignee agrees to pay ___% of the recordation fee required to be paid to the Agent pursuant to the Credit Agreement in connection with this Assignment Agreement.]*

FEES PAYABLE BY THE ASSIGNEE. [To the extent applicable, the The Assignee shall pay to the Assignor a fee on each day on which a payment of interest or commitment fee facility fees is made under the Credit Agreement with respect to the amounts assigned to the Assignee hereunder (other than a payment of interest or commitment fee facility fees for the period prior to the Effective Date or, in the case of LIBOR Eurodollar Loans, the Payment Date, which the Assignee is obligated to deliver to the Assignor pursuant to Section 4 hereof). The amount of such fee shall be the difference between (ia) the interest or fee, as applicable, paid with respect to the amounts assigned to the Assignee hereunder hereunder, and (iib) the interest or fee, as applicable, which would have been paid with respect to the amounts assigned to the Assignee hereunder if each interest rate was ___ of 1% less than the interest rate paid by the Borrower or if the commitment facility fee was ___ of 1% less than the commitment facility fee paid by the Borrower, as applicable. In addition, the Assignee agrees to pay _____ % of the recordation fee required to be paid to the Administrative Agent pursuant to the Credit Agreement in connection with this Assignment Agreement.]*

FEES PAYABLE BY THE ASSIGNEE. [To the extent applicable, the The Assignee shall pay to the Assignor a fee on each day on which a payment of interest interest, Facility Fees or commitment fee Usage Fees is made under the Credit Agreement with respect to the amounts assigned to the Assignee hereunder (other than a payment of interest interest, Facility Fees or commitment fee Usage Fees for the period prior to the Effective Date or, in the case of LIBOR Fixed Rate Loans, the Payment Date, which the Assignee is obligated to deliver to the Assignor pursuant to Section 4 hereof). The amount of such fee shall be the difference between (i) the interest or fee, as applicable, paid with respect to the amounts assigned to the Assignee hereunder and (ii) the interest or fee, as applicable, which would have been paid with respect to the amounts assigned to the Assignee hereunder if each interest rate was of 1% less than the interest rate paid by the Borrower or if the commitment fee was of 1% less than the commitment fee paid by the Borrower, as applicable. In addition, the Assignee agrees to pay % of the recordation fee required to be paid to the Administrative Agent pursuant to the Credit Agreement in connection with this Assignment Agreement. 6.]*

FEES PAYABLE BY THE ASSIGNEE. [To the extent applicable, the The Assignee shall pay to the Assignor a ---------------------------- fee on each day on which a payment of interest or commitment fee facility fees is made under the Credit Agreement with respect to the amounts assigned to the Assignee hereunder (other than a payment of interest or commitment fee facility fees for the period prior to the Effective Date or, in the case of LIBOR Eurodollar Loans, the Payment Date, which the Assignee is obligated to deliver to the Assignor pursuant to Section 4 hereof). The amount of such fee shall be the difference between (i) the interest or fee, as applicable, paid with respect to the amounts assigned to the Assignee hereunder and (ii) the interest or fee, as applicable, which would have been paid with respect to the amounts assigned to the Assignee hereunder if each interest rate was ___ of 1% less than the interest rate paid by the Borrower or if the commitment facility fee was ___ of 1% less than the commitment facility fee paid by the Borrower, as applicable. In addition, the Assignee agrees to pay ___% of the recordation fee required to be paid to the Agent pursuant to the Credit Agreement in connection with this Assignment Agreement.]*

FEES PAYABLE BY THE ASSIGNEE. [To the extent applicable, the The Assignee shall pay to the Assignor a fee on each day on which a payment of interest or commitment fee fees (including any Commitment Fee, Extension Fee or Unused Facility Fee) is made under the Credit Agreement with respect to the amounts assigned to the Assignee hereunder (other than a payment of interest or commitment fee fees for the period prior to the Effective Date or, in the case of Adjusted LIBOR Loans, the Payment Date, which the Assignee is obligated to deliver to the Assignor pursuant to Section 4 hereof). The amount of such fee shall be the difference between (i) the interest or fee, as applicable, paid with respect to the amounts assigned to the Assignee hereunder and (ii) the interest or fee, as applicable, which would have been paid with respect to the amounts assigned to the Assignee hereunder if each interest rate was of 1% less than the interest rate paid by the Borrower or if the commitment fee was of 1% less than the commitment fee paid by the Borrower, as applicable. In addition, the Assignee agrees to pay % of the recordation fee required to be paid to the Administrative Agent pursuant to the Credit Agreement in connection with this Assignment Agreement.]*

FEES PAYABLE BY THE ASSIGNEE. [To the extent applicable, the The Assignee shall pay to the Assignor a fee on each day on which a payment of interest or commitment fee Facility Fees is made under the Credit Agreement with respect to the amounts assigned to the Assignee hereunder (other than a payment of interest or commitment fee Facility Fees for the period prior to the Effective Date Date) or, in the case of LIBOR Eurodollar Loans, the Payment Date, which the Assignee is obligated to deliver to the Assignor pursuant to Section 4 hereof). The amount of such fee shall be the difference between (i) the interest or fee, as applicable, paid with respect to the amounts assigned to the Assignee hereunder and (ii) the interest or fee, as applicable, which would have been paid with respect to the amounts assigned to the Assignee hereunder if each interest rate was __ of 1% less than the interest rate paid by the Borrower or if the commitment fee was __ of 1% less than the commitment fee paid by the Borrower, as applicable. In addition, the Assignee agrees to pay % of the recordation $3,500 processing fee required to be paid to the Agent pursuant to the Credit Agreement in connection with this Assignment Agreement.]*

FEES PAYABLE BY THE ASSIGNEE. [To the extent applicable, the The Assignee shall pay to the Assignor a fee on each day on which a payment of interest or commitment fee facility fees is made under the Credit Agreement with respect to the amounts assigned to the Assignee hereunder (other than a payment of interest or commitment fee facility fees for the period prior to the Effective Date or, in the case of LIBOR Fixed Rate Loans, the Payment Date, which the Assignee is obligated to deliver to the Assignor pursuant to Section 4 hereof). The amount of such fee shall be the difference between (i) the interest or fee, as applicable, paid with respect to the amounts assigned to the Assignee hereunder and (ii) the interest or fee, as applicable, which would have been paid with respect to the amounts assigned to the Assignee hereunder if each interest rate was of 1% less than the interest rate paid by the Borrower or if the commitment facility fee was of 1% less than the commitment facility fee paid by the Borrower, as applicable. In addition, the Assignee agrees to pay % of the recordation fee required to be paid to the Administrative Agent pursuant to the Credit Agreement in connection with this Assignment Agreement.]*

FEES PAYABLE BY THE ASSIGNEE. [To the extent applicable, the The Assignee shall pay to the Assignor a fee on each day on which a payment of interest or commitment fee fees is made under the Credit Agreement with respect to the amounts assigned to the Assignee hereunder (other than a payment of interest or commitment fee fees for the period prior to the Effective Date or, in the case of LIBOR Eurodollar Rate Loans, the Payment Date, which the Assignee is obligated to deliver to the Assignor pursuant to Section 4 hereof). The amount of such fee shall be the difference between (i) the interest or fee, as applicable, paid with respect to the amounts assigned to the Assignee hereunder and (ii) the interest or fee, as applicable, which would have been paid with respect to the amounts assigned to the Assignee hereunder if each interest rate was of 1% less than the interest rate paid by the Borrower Company or if the commitment fee was of 1% less than the commitment fee paid by the BorrowerCompany, as applicable. .] [In addition, the ,] [t]he Assignee agrees to pay % of the recordation fee required to be paid to the Agent pursuant to the Credit Agreement in connection with this Assignment Agreement.]*

FEES PAYABLE BY THE ASSIGNEE. [To the extent applicable, the The Assignee shall pay to the Assignor a fee on each day on which a payment of interest or commitment fee fees is made under the Credit Agreement with respect to the amounts assigned to the Assignee hereunder (other than a payment of interest or commitment fee fees for the period prior to the Effective Date or, in the case of LIBOR Fixed Rate Loans, the Payment Date, which the Assignee is obligated to deliver to the Assignor pursuant to Section 4 hereof). The amount of such fee shall be the difference between (i) the interest or fee, as applicable, paid with respect to the amounts assigned to the Assignee hereunder and (ii) the interest or fee, as applicable, which would have been paid with respect to the amounts assigned to the Assignee hereunder if each interest rate was ___ of 1% less than the interest rate paid by the Borrower or if the [commitment fee fee/Facility Letter of Credit fee] was ___ of 1% less than the commitment fee paid by the Borrower, as applicable. In addition, the Assignee agrees to pay ___% of the recordation fee required to be paid to the Agent pursuant to the Credit Agreement in connection with this Assignment Agreement.]*

FEES PAYABLE BY THE ASSIGNEE. [To the extent applicable, the The Assignee shall pay to the Assignor a fee on each day on which a payment of interest or commitment fee facility fees is made under the Credit Agreement with respect to the amounts assigned to the Assignee hereunder (other than a payment of interest or commitment fee facility fees for the period prior to the Effective Date or, in the case of LIBOR Fixed Rate Loans, the Payment Date, which the Assignee is obligated to deliver to the Assignor pursuant to Section 4 hereof). The amount of such fee shall be the difference between (i) the interest or fee, as applicable, paid with respect to the amounts assigned to the Assignee hereunder and (ii) the interest or fee, as applicable, which would have been paid with respect to the amounts assigned to the Assignee hereunder if each interest rate was of 1% less than the interest rate paid by the Borrower or if the commitment facility fee was of 1% less than the commitment facility fee paid by the Borrower, as applicable. In addition, the Assignee agrees to pay % of the recordation fee required to be paid to the Agent pursuant to the Credit Agreement in connection with this Assignment Agreement.]*

FEES PAYABLE BY THE ASSIGNEE. [To the extent applicable, the The Assignee shall pay to the Assignor a fee on each day on which a payment of interest or commitment fee facility fees is made under the Credit Agreement with respect to the amounts assigned to the Assignee hereunder (other than a payment of interest or commitment fee facility fees for the period prior to the Effective Date or, in the case of LIBOR Eurodollar Loans, the Payment Date, which the Assignee is obligated to deliver to the Assignor pursuant to Section 4 hereof). The amount of such fee shall be the difference between (ia) the interest or fee, as applicable, paid with respect to the amounts assigned to the Assignee hereunder hereunder, and (iib) the interest or fee, as applicable, which would have been paid with respect to the amounts assigned to the Assignee hereunder if each interest rate was ___ of 1% less than the interest rate paid by the Borrower or if the commitment facility fee was ___ of 1% less than the commitment facility fee paid by the Borrower, as applicable. In addition, the Assignee agrees to pay _____ % of the recordation fee required to be paid to the Agent pursuant to the Credit Agreement in connection with this Assignment Agreement.]*

FEES PAYABLE BY THE ASSIGNEE. [To the extent applicable, the The Assignee shall pay to the Assignor a fee on each day on which a payment of interest or commitment fee [commitment] fees is made under the Credit Agreement with respect to the amounts assigned to the Assignee hereunder (other than a payment of interest or commitment fee fees for the period prior to the Effective Date or, in the case of LIBOR Fixed Rate Loans, the Payment Date, which the Assignee is obligated to deliver to the Assignor pursuant to Section 4 hereof). The amount of such fee shall be the difference between (i) the interest or fee, as applicable, paid with respect to the amounts assigned to the _____________________________ 1 to be inserted if required by the Credit Agreement. Assignee hereunder and (ii) the interest or fee, as applicable, which would have been paid with respect to the amounts assigned to the Assignee hereunder if each interest rate was of 1% less than the interest rate paid by the Borrower or if the commitment fee was of 1% less than the commitment fee paid by the Borrower, as applicable. In addition, the Assignee agrees to pay % of the recordation fee required to be paid to the Agent pursuant to the Credit Agreement in connection with this Assignment Agreement.]*

FEES PAYABLE BY THE ASSIGNEE. The [To the extent applicable, the Assignee shall pay to the Assignor a fee on each day on which a payment of interest or commitment fee fees is made under the Credit Agreement with respect to the amounts assigned to the Assignee hereunder (other than a payment of interest or commitment fee fees for the period prior to the Effective Date or, in the case of LIBOR Eurocurrency Rate Loans, the Payment Date, which the Assignee is obligated to deliver to the Assignor pursuant to Section 4 hereof). The amount of such fee shall be the difference between (i) the interest or fee, as applicable, paid with respect to the amounts assigned to the Assignee hereunder and (ii) the interest or fee, as applicable, which would have been paid with respect to the amounts assigned to the Assignee hereunder if each interest rate was of 1% less than the interest rate paid by the Borrower or if the commitment fee was ___ of 1% less than the commitment fee paid by the Borrower, as applicable. In addition, the Assignee the] [Assignee][Assignor] agrees to pay % of the recordation a $3,500 processing fee required to be paid to the Administrative Agent pursuant to the Credit Agreement in connection with this Assignment Agreement.]*

FEES PAYABLE BY THE ASSIGNEE. [To the extent applicable, the The Assignee shall pay to the Assignor a fee on each day on which a payment of interest or commitment fee [commitment] fees is made under the Credit Agreement with respect to the amounts assigned to the Assignee hereunder (other than a payment of interest or commitment fee fees for the period prior to the Effective Date or, in the case of LIBOR ABR Loans, the Payment Date, which the Assignee is obligated to deliver to the Assignor pursuant to Section 4 hereof). The amount of such fee shall be the difference between (ia) the interest or fee, as applicable, paid with respect to the amounts assigned to the Assignee hereunder hereunder, and (iib) the interest or fee, as applicable, which would have been paid with respect to the amounts assigned to the Assignee hereunder if each interest rate was of 1% less than the interest rate paid by the Borrower or if the commitment fee was of 1% less than the commitment fee paid by the Borrower, as applicable. In addition, the Assignee agrees to pay % of the recordation fee required to be paid to the Agent pursuant to the Credit Agreement in connection with this Assignment Agreement.]*

FEES PAYABLE BY THE ASSIGNEE. The [To the extent applicable, the Assignee shall pay to the Assignor a fee on each day on which a payment of interest or commitment fee fees is made under the Credit Agreement with respect to the amounts assigned to the Assignee hereunder (other than a payment of interest or commitment fee fees for the period prior to the Effective Date or, in the case of LIBOR Eurocurrency Rate Loans, the Payment Date, which the Assignee is obligated to deliver to the Assignor pursuant to Section 4 hereof). The amount of such fee shall be the difference between (i) the interest or fee, as applicable, paid with respect to the amounts assigned to the Assignee hereunder and (ii) the interest or fee, as applicable, which would have been paid with respect to the amounts assigned to the Assignee hereunder if each interest rate was ___ of 1% less than the interest rate paid by the applicable Borrower or if the commitment fee was ___ of 1% less than the commitment fee paid by the applicable Borrower, as applicable. In addition, the Assignee the] [Assignee][Assignor] agrees to pay % of the recordation a $3,500 processing fee required to be paid to the Administrative Agent pursuant to the Credit Agreement in connection with this Assignment Agreement.]*

FEES PAYABLE BY THE ASSIGNEE. [To the extent applicable, the The Assignee shall pay to the Assignor a fee on each day on which a payment of interest or commitment fee fees is made under the Credit Agreement with respect to the amounts assigned to the Assignee hereunder (other than a payment of interest or commitment fee fees for the period prior to the Effective Adjustment Date or, in the case of LIBOR Fixed Rate Loans, the Payment Date, which the Assignee is obligated to deliver to the Assignor pursuant to Section 4 hereof). The amount of such fee shall be the difference between (i) the interest or fee, as applicable, paid with respect to the amounts assigned to the Assignee hereunder and (ii) the interest or fee, as applicable, which would have been paid with respect to the amounts assigned to the Assignee hereunder if each interest rate was of 1% less than the interest rate paid by the Borrower or if the commitment fee was of 1% less than the commitment fee paid by the Borrower, as applicable. In addition, the Assignee agrees to pay % of the recordation fee required to be paid to the Administrative Agent pursuant to the Credit Agreement in connection with this Assignment Agreement.]*

FEES PAYABLE BY THE ASSIGNEE. [To the extent applicable, the The Assignee shall pay to the Assignor a fee on each day on which a payment of interest or commitment fee fees is made under the Credit Agreement with respect to the amounts assigned to the Assignee hereunder (other than a payment of interest or commitment fee facility fees for the period prior to the Effective Date or, in the case of LIBOR Fixed Rate Loans, the Payment Date, which the Assignee is obligated to deliver to the Assignor pursuant to Section 4 hereof). The amount of such fee shall be the difference between (i) the interest or fee, as applicable, paid with respect to the amounts assigned to the Assignee hereunder and (ii) the interest or fee, as applicable, which would have been paid with respect to the amounts assigned to the Assignee hereunder if each interest rate was _____ of 1% less than the interest rate paid by the Borrower or if the commitment facility fee was _____ of 1% less than the commitment facility fee paid by the Borrower, as applicable. In addition, the Assignee agrees to pay _____ % of the recordation fee required to be paid to the Agent pursuant to the Credit Agreement in connection with this Assignment Agreement.]*

FEES PAYABLE BY THE ASSIGNEE. [To the extent applicable, the The Assignee shall pay to the Assignor a fee on each day on which a payment of interest or commitment fee fees is made under the Credit Agreement with respect to the amounts assigned to the Assignee hereunder (other than a payment of interest or commitment fee fees for the period prior to the Effective Date or, in the case of LIBOR Loans, the Payment Date, which the Assignee is obligated to deliver to the Assignor pursuant to Section 4 hereof). The amount of such fee shall be the difference between (i) the interest or fee, as applicable, paid with respect to the amounts assigned to the Assignee Assignee. Each Assignor may insert its standard payment provisions in lieu of the payment terms included in this Exhibit hereunder and (ii) the interest or fee, as applicable, which would have been paid with respect to the amounts assigned to the Assignee hereunder if each interest rate was of 1% less than the interest rate paid by the any Borrower or if the commitment fee was of 1% less than the commitment fee paid by the any Borrower, as applicable. In addition, the Assignee [Assignee] [Assignor] agrees to pay % of the recordation a $3,500 processing fee required to be paid to the Agent pursuant to the Credit Agreement in connection with this Assignment Agreement.]*Agreement.2

FEES PAYABLE BY THE ASSIGNEE. [To the extent applicable, the The Assignee shall pay to the Assignor a fee on each day on which a payment of interest or commitment fee fees is made under the Credit Agreement with respect to the amounts assigned to the Assignee hereunder (other than a payment of interest or commitment fee fees for the period prior to the Effective Date or, in the case of LIBOR Fixed Rate Loans, the Payment Date, which the Assignee is obligated to deliver to the Assignor pursuant to Section 4 hereof). The amount of such fee shall be the difference between (i) the interest or fee, as applicable, paid with respect to the amounts assigned to the Assignee hereunder and (ii) the interest or fee, as applicable, which would have been paid with respect to the amounts assigned to the Assignee hereunder if each interest rate was ___ of 1% less than the interest rate paid by the Borrower or if the commitment fee was ___ of 1% less than the commitment fee paid by the Borrower, as applicable. In addition, the Assignee agrees to pay __% of the recordation processing fee required to be paid to the Agent pursuant to under Section 12.3(B) of the Credit Agreement in connection with this Assignment Agreement.]*

FEES PAYABLE BY THE ASSIGNEE. [To the extent applicable, the The Assignee shall pay to the ---------------------------- Assignor a fee on each day on which a payment of interest or commitment fee non-use fees is made under the Credit Agreement with respect to the amounts assigned to the Assignee hereunder (other than a payment of interest or commitment fee non-use fees for the period prior to the Effective Date or, in the case of LIBOR Loans, the Payment Date, which the Assignee is obligated to deliver to the Assignor pursuant to Section 4 hereof). The amount of such fee shall be the difference between --------- (ia) the interest or fee, as applicable, paid with respect to the amounts assigned to the Assignee hereunder and (iib) the interest or fee, as applicable, which would have been paid with respect to the amounts assigned to the Assignee hereunder if each interest rate was of 1% less than the interest rate paid by the Borrower or if the commitment non-use fee was of 1% less than the commitment non- --- use fee paid by the Borrower, as applicable. In addition, the Assignee agrees to pay % of the recordation fee required to be paid to the Agent pursuant to the Credit Agreement in --- connection with this Assignment Agreement.]*

FEES PAYABLE BY THE ASSIGNEE. [To the extent applicable, the (The Assignee shall pay to the Assignor a fee on each day on which a payment of interest or commitment fee (commitment) fees is made under the Credit Agreement with respect to the amounts assigned to the Assignee hereunder (other than a payment of interest or commitment fee fees for the period prior to the Effective Date or, in the case of LIBOR Eurodollar Loans, the Payment Date, which the Assignee is obligated to deliver to the Assignor pursuant to Section 4 hereof). The amount of such fee shall be the difference between (i) the interest or fee, as applicable, paid with respect to the amounts assigned to the Assignee hereunder and (ii) the interest or fee, as applicable, which would have been paid with respect to the amounts assigned to the Assignee hereunder if each interest rate was of 1% less than the interest rate paid by the Borrower or if the commitment fee was of 1% less than the commitment fee paid by the Borrower, as applicable. In addition, the Assignee agrees to pay % of the recordation fee required to be paid to the Agent pursuant to the Credit Agreement in connection with this Assignment Agreement.])** **The parties may substitute other terms with respect to fees.

FEES PAYABLE BY THE ASSIGNEE. The [To the extent applicable, the Assignee shall pay to the Assignor a fee on each day on which a payment of interest or commitment fee facility fees is made under the Credit Agreement with respect to the amounts assigned to the Assignee hereunder (other than a payment of interest or commitment fee facility fees for the period prior to the Effective Date or, in the case of LIBOR Eurodollar Loans, the Payment Date, which the Assignee is obligated to deliver to the Assignor pursuant to Section 4 hereof). The amount of such fee shall be the difference between (i) the interest or fee, as applicable, paid with respect to the amounts assigned to the Assignee hereunder and (ii) the interest or fee, as applicable, which would have been paid with respect to the amounts assigned to the Assignee hereunder if each interest rate was were __ of 1% less than the interest rate paid by the Borrower or if the commitment facility fee was were __ of 1% less than the commitment facility fee paid by the Borrower, as applicable. In addition, the Assignee agrees to pay % ------------------------- (1) Each Assignor may insert its standard payment provisions in lieu of the recordation fee required to be paid to the Agent pursuant to the Credit Agreement payment terms included in connection with this Assignment AgreementExhibit.]*

FEES PAYABLE BY THE ASSIGNEE. [To the extent applicable, the The Assignee shall pay to the Assignor a fee on each day on which a payment of interest or commitment fee [commitment] fees is made under the Credit Agreement with respect to the amounts assigned to the Assignee hereunder (other than a payment of interest or commitment fee facility fees for the period prior to the Effective Date or, in the case of LIBOR Fixed Rate Loans, the Payment Date, which the Assignee is obligated to deliver to the Assignor pursuant to Section 4 hereof). The amount of such fee shall be the difference between (i) the interest or fee, as applicable, paid with respect to the amounts assigned to the Assignee hereunder and (ii) the interest or fee, as applicable, which would have been paid with respect to the amounts assigned to the Assignee hereunder if each interest rate was ___ of 1% less than the interest rate paid by the Borrower or if the commitment facility fee was ___ of 1% less than the commitment facility fee paid by the Borrower, as applicable. In addition, the Assignee agrees to pay ___% of the recordation fee required to be paid to the Agent pursuant to the Credit Agreement in connection with this Assignment Agreement.]*

FEES PAYABLE BY THE ASSIGNEE. [To the extent applicable, the The Assignee shall pay to the Assignor a fee on each day on which a payment of interest or commitment fee fees is made under the Credit Agreement with respect to the amounts assigned to the Assignee hereunder (other than a payment of interest or commitment fee fees for the period prior to the Effective Date or, in the case of LIBOR Fixed Rate Loans, the Payment Date, which the Assignee is obligated to deliver to the Assignor pursuant to Section SECTION 4 hereof). The amount of such fee shall be the difference between (i) the interest or fee, as applicable, paid with respect to the amounts assigned to the Assignee hereunder and (ii) the interest or fee, as applicable, which would have been paid with respect to the amounts assigned to the Assignee hereunder if each interest rate was ___ of 1% less than the interest rate paid by the Borrower or if the commitment fee was ___ of 1% less than the commitment fee paid by the Borrower, as applicable. In addition, the Assignee agrees to pay ___% of the recordation fee required to be paid to the Administrative Agent pursuant to the Credit Agreement in connection with this Assignment Agreement.]*

FEES PAYABLE BY THE ASSIGNEE. [To the extent applicable, the The Assignee shall pay to the Assignor a fee on each day on which a payment of interest or commitment fee facility fees is made under the Credit Agreement with respect to the amounts assigned to the Assignee hereunder (other than a payment of interest or commitment fee facility fees for the period prior to the Effective Date or, in the case of LIBOR Fixed Rate Loans, the Payment Date, which the Assignee is obligated to deliver to the Assignor pursuant to Section 4 hereof). The amount of such fee shall be the difference between (i) the interest or fee, as applicable, paid with respect to the amounts assigned to the Assignee hereunder and (ii) the interest or fee, as applicable, which would have been paid with respect to the amounts assigned to the Assignee hereunder if each interest rate was ___ of 1% less than the interest rate paid by the Borrower or if the commitment facility fee was ___ of 1% less than the commitment facility fee paid by the Borrower, as applicable. In addition, the Assignee agrees to pay ___% of the recordation fee required to be paid to the Agent pursuant to the Credit Agreement in connection with this Assignment Agreement.]*

FEES PAYABLE BY THE ASSIGNEE. [To the extent applicable, the The Assignee shall pay to the Assignor a fee on each day on which a payment of interest or commitment fee fees is made under the Credit Agreement with respect to the amounts assigned to the Assignee hereunder (other than a payment of interest or commitment fee fees for the period prior to the Effective Date or, in the case of LIBOR Eurodollar Loans, the Payment Date, which the Assignee is obligated to deliver to the Assignor pursuant to Section 4 hereof). The amount of such fee shall be the difference between (i) the interest or fee, as applicable, paid with respect to the amounts assigned to the Assignee hereunder and (ii) the interest or fee, as applicable, which would have been paid with respect to the amounts assigned to the Assignee hereunder if each interest rate was of 1% less than the interest rate paid by the Borrower or if the commitment fee was of 1% less than the commitment fee paid by the Borrower, as applicable. In addition, the Assignee agrees to pay % of the recordation fee required to be paid to the Agent pursuant to the Credit Agreement in connection with this Assignment Agreement. 6.]*

FEES PAYABLE BY THE ASSIGNEE. The [To the extent applicable, the Assignee shall pay to the Assignor a fee on each day on which a payment of interest or commitment fee facility fees is made under the Credit Agreement with respect to the amounts assigned to the Assignee hereunder (other than a payment of interest or commitment fee facility fees for the period prior to the Effective Date or, in the case of LIBOR Eurodollar Loans, the Payment Date, which the Assignee is obligated to deliver to the Assignor pursuant to Section 4 hereof). The amount of such fee shall be the difference between (i) the interest or fee, as applicable, paid with respect to the amounts assigned to the Assignee hereunder and (ii) the interest or fee, as applicable, which would have been paid with respect to the amounts assigned to the Assignee hereunder if each interest rate was were of 1% less than the interest rate paid by the Borrower or if the commitment facility fee was were of 1% less than the commitment facility fee paid by the Borrower, as applicable. In addition, the Assignee agrees to pay % as (1) Each Assignor may insert its standard payment provisions in lieu of the recordation fee required to be paid to the Agent pursuant to the Credit Agreement payment terms included in connection with this Assignment AgreementExhibit.]*

FEES PAYABLE BY THE ASSIGNEE. [To the extent applicable, the The Assignee shall pay to the Assignor a fee on each day on which a payment of interest or commitment fee fees is made under the Credit Agreement with respect to the amounts assigned to the Assignee hereunder (other than a payment of interest or commitment fee fees for the period prior to the Effective Date or, in the case of LIBOR Eurodollar Loans, the Payment Date, which the Assignee is obligated to deliver to the Assignor pursuant to Section 4 hereof). The amount of such fee shall be the difference between (i) the interest or fee, as applicable, paid with respect to the amounts assigned to the Assignee hereunder and (ii) the interest or fee, as applicable, which would have been paid with respect to the amounts assigned to the Assignee hereunder if each interest rate was of 1% less than the interest rate paid by the Borrower Borrowers or if the commitment fee was of 1% less than the commitment fee paid by the BorrowerBorrowers, as applicable. In addition, the Assignee agrees to pay % of the recordation fee required to be paid to the Agent pursuant to the Credit Agreement in connection with this Assignment Agreement. 6.]*

FEES PAYABLE BY THE ASSIGNEE. [To the extent applicable, the The Assignee shall pay to the Assignor a fee on each day on which a payment of interest or commitment fee fees is made under the Credit Agreement with respect to the amounts assigned to the Assignee hereunder (other than a payment of interest or commitment fee fees for the period prior to the Effective Date Date) or, in the case of LIBOR Eurodollar Loans, the Payment Date, which the Assignee is obligated to deliver to the Assignor pursuant to Section 4 hereof). The amount of such fee shall be the difference between (i) the interest or fee, as applicable, paid with respect to the amounts assigned to the Assignee hereunder and (ii) the interest or fee, as applicable, which would have been paid with respect to the amounts assigned to the Assignee hereunder if each interest rate was of 1% less than the interest rate paid by the Borrower or if the commitment fee was of 1% less than the commitment fee paid by the Borrower, as applicable. In addition, the Assignee agrees to pay % of the recordation $3,500 processing fee required to be paid to the Agent pursuant to the Credit Agreement in connection with this Assignment Agreement.]*

FEES PAYABLE BY THE ASSIGNEE. [To the extent applicable, the The Assignee shall pay to the Assignor a fee on each day on which a payment of interest or commitment fee fees is made under the Credit Agreement with respect to the amounts assigned to the Assignee hereunder (other than a payment of interest or commitment fee fees for the period prior to the Effective Date or, in the case of LIBOR Fixed Rate Loans, the Payment Date, which the Assignee is obligated to deliver to the Assignor pursuant to Section 4 hereof). The amount of such fee shall be the difference between (i) the interest or fee, as applicable, paid with respect to the amounts assigned to the Assignee hereunder and (ii) the interest or fee, as applicable, which would have been paid with respect to the amounts assigned to the Assignee hereunder if each interest rate was of 1% less than the interest rate paid by the Borrower or if the commitment fee was of 1% less than the commitment fee paid by the Borrower, as applicable. In addition, the Assignee agrees to pay % of the recordation fee required to be paid to the Administrative Agent pursuant to the Credit Agreement in connection with this Assignment Agreement.]*

FEES PAYABLE BY THE ASSIGNEE. [To the extent applicable, the The Assignee shall pay to the Assignor a fee on each day on which a payment of interest or commitment fee facility or letter of credit fees is made under the Credit Agreement with respect to the amounts assigned to the Assignee hereunder (other than a payment of interest or commitment fee facility fees for the period prior to the Effective Date or, in the case of LIBOR Fixed Rate Loans, the Payment Date, which the Assignee is obligated to deliver to the Assignor pursuant to Section 4 hereof). The amount of such fee shall be the difference between (i) the interest or fee, as applicable, paid with respect to the amounts assigned to the Assignee hereunder and (ii) the interest or fee, as applicable, which would have been paid with respect to the amounts assigned to the Assignee hereunder if each interest rate was of 1% less than the interest rate paid by the Borrower or if the commitment facility fee was of 1% less than the commitment facility fee paid by the Borrower, as applicable. In addition, the Assignee agrees to pay % of the recordation processing fee required to be paid to the Agent pursuant to the Credit Agreement in connection with this Assignment Agreement.]*