Common use of Revolving Loan Fees Clause in Contracts

Revolving Loan Fees. Borrowers jointly and severally promise to pay Lender the following fees in consideration of entering into this Agreement. These fees are in addition to interest payable under the Revolving Note: a. During the period from the date hereof until the earlier of the Revolving Loan Ending Date or the date on which the Revolving Loan is terminated pursuant to the provisions hereof, the Borrowers shall pay to the Lender an availability fee in a per annum amount equal to the Unused Commitment Fee Percentage times the average daily unused portion of the Maximum Revolving Credit Commitment. Such availability fee shall commence to accrue on the date hereof and shall be due and payable by the Borrowers quarterly, in arrears, commencing on September 30, 2005, and, on the last Business Day of each third month thereafter, and on the earlier of the Revolving Loan Ending Date or on the date on which the Revolving Loan is terminated pursuant to the terms hereof. b. Lender shall have the right to perform field examinations at any time, in its sole discretion. Borrowers shall pay to Lender, on demand, the fees and costs associated with a field examination performed prior to the closing of the Credit Facilities and for one field examination to be performed each calendar year provided, however, that the Lender does not intend to perform a field examination in the first year following closing unless the Borrowers close an acquisition exceeding $5,000,000 during such time, and with respect to which the Original Borrowers shall be excluded. Any additional field examinations will be at Lender’s own expense if no Event of Default has occurred and remains uncured at the time of the additional field examination, but shall be at the Borrowers’ expense if an Event of Default has occurred and remains uncured at the time of the additional field examination. ESSEX – Amended and Restated Credit Agreement 21

Revolving Loan Fees. Borrowers jointly and severally promise Borrower promises to pay Lender the following fees in consideration of entering into this Agreement. These fees are in addition to interest payable under the Revolving Note: a. During the period from the date hereof until the earlier (1) an up front fee of three-eighths of one percent (0.375 %) of the Maximum Revolving Loan Ending Date or Commitment Amount, which shall be payable on the date on which Closing Date. (2) an unused fee calculated for each day by multiplying the Revolving Loan is terminated pursuant to the provisions hereof, the Borrowers shall pay to the Lender an availability fee in a per annum amount equal to the Unused Commitment Fee Percentage times the average daily unused portion of the Maximum Revolving Credit CommitmentCommitment Amount during that day by the annual commitment fee rate set forth in the Performance Pricing Grid, divided by 360. Such availability The unused fee shall commence to accrue on the date hereof and shall be due and payable by the Borrowers quarterly, in arrears, commencing on September 30the first day of the Borrower's first fiscal quarter after the Closing Date. The unused fee payable at the end of each quarter shall be the sum of the unused fees for each day during that quarter. (3) a letter of credit fee calculated for each day by multiplying the aggregate face amount of each Letter of Credit outstanding on that day by the Margin that would be in effect if the Borrower elected a LIBOR-based interest rate under the Revolving Loan, 2005divided by 360. The letter of credit fee shall be payable quarterly, andin arrears, commencing on the last Business Day first day of the Borrower's first fiscal quarter after the Closing Date. The letter of credit fee payable at the end of each third month thereafter, and on quarter shall be the earlier sum of the Revolving Loan Ending Date or on unused fees for each day during that quarter. In addition, the date on which the Revolving Loan is terminated pursuant to the terms hereofBorrower shall pay Lender's customary administrative fee charged in connection with each Letter of Credit. b. (4) a fee of Five Thousand Dollars ($5,000.00) for each examination performed by the Lender or its agents, for up to two (2) field examinations per year. However, the Lender shall have the right to perform such additional field examinations at any time, in its sole discretion. Borrowers shall pay to Lender, on demand, the fees and costs associated with a Each additional field examination performed prior to the closing of the Credit Facilities and for one field examination to be performed each calendar year provided, however, that the Lender does not intend to perform a field examination in the first year following closing unless the Borrowers close an acquisition exceeding $5,000,000 during such time, and with respect to which the Original Borrowers shall be excluded. Any additional field examinations will be at Lender’s 's own expense if no Event of Default has occurred and remains uncured at the time of the additional field examination, but shall be at the Borrowers’ Borrower's expense if an Event of Default has occurred and remains uncured at the time of the additional field examination. ESSEX – Amended and Restated Credit Agreement 21.

Revolving Loan Fees. Borrowers jointly and severally promise Borrower promises to pay Lender the following fees in consideration of entering into this Agreement. These fees are in addition to interest payable under the Revolving Note: a. During the period from the date hereof until the earlier of the Revolving Loan Ending Date or the date on which the Revolving Loan is terminated pursuant to the provisions hereof, the Borrowers shall pay to the Lender an availability unused fee in a per annum amount equal to the Unused Commitment Fee Percentage times the average daily unused portion for each day that any part of the Maximum Revolving Credit CommitmentCommitment Amount is unused. Such availability The unused fee shall commence to accrue on the date hereof and shall be due calculated and payable by the Borrowers quarterly, in arrears, commencing on September 30, 2005, and, on the last Business Day of each third month thereafter, and on the earlier first day of the Revolving Loan Ending Date or on first fiscal quarter of Borrower after the date of this Agreement. The unused fee shall be determined for each day by multiplying the part of the Maximum Revolving Commitment Amount that is unused on which the Revolving Loan is terminated pursuant that day by a per-diem rate equal to the terms hereof.35, divided by 360. b. the fees and costs associated with each field examination performed by the Lender or its agents, for up to two (2) field examinations per year. However, the Lender shall have the right to perform such additional field examinations at any time, in its sole discretion. Borrowers shall pay to Lender, on demand, the fees and costs associated with a Each additional field examination performed prior to the closing of the Credit Facilities and for one field examination to be performed each calendar year provided, however, that the Lender does not intend to perform a field examination in the first year following closing unless the Borrowers close an acquisition exceeding $5,000,000 during such time, and with respect to which the Original Borrowers shall be excluded. Any additional field examinations will be at Lender’s own expense if no Event of Default has occurred and remains uncured at the time of the additional field examination, but shall be at the Borrowers’ Borrower’s expense if an Event of Default has occurred and remains uncured at the time of the additional field examination. c. an annual letter of credit fee for each day that any Letter of Credit is outstanding. ESSEX – Amended The letter of credit fee shall be calculated and Restated payable in advance of the issuance of such Letter of Credit. The letter of credit fee for each Letter of Credit to be issued in accordance with this Agreement 21shall be determined by multiplying the amount of such Letter of Credit by a per-annum rate equal to 1.50, divided by 360. Borrower shall also be obligated to pay to Lender, on demand, the Lender’s standard fees then in effect for issuance of Letters of Credit and/or any amendments thereto.

Revolving Loan Fees. Borrowers jointly and severally promise The Borrower promises to pay the Lender the following fees in consideration of entering into this Agreement. These fees are in addition to interest payable under the Revolving Note: a. During 1. an up front fee of Twenty Five Thousand and 00/100 Dollars ($25,000.00), payable on the period from the date hereof until the earlier of the Revolving Loan Ending Date or the date Closing Date. 2. an unused fee on which the Revolving Loan is terminated pursuant to the provisions hereof, the Borrowers shall pay to the Lender an availability fee in a per annum amount equal to the Unused Commitment Fee Percentage times the average daily unused portion of any difference between the Maximum Revolving Credit CommitmentCommitment Amount and the amount of credit the Borrower actually uses, determined by the average of the daily amount of credit outstanding during each month (including the amount of any LOC Obligations). Such availability The fee shall commence to accrue on the date hereof and shall will be due calculated at .375% per year. The fee is calculated and payable by the Borrowers quarterlymonthly, in arrears, commencing on September 30, 2005, and, on the last Business Day of each third month thereafter, and on the earlier first day of the Revolving Loan Ending Date or on first month after the date on which of this Agreement until the Revolving Loan is terminated pursuant to expiration of the terms hereofavailability of Advances under this Agreement. b. 3. all fees and costs for each field examination performed by the Lender or its agents, for up to two (2) field examinations per year. However, the Lender shall have the right to perform such additional field examinations at any time, in its sole discretion. Borrowers shall pay to Lender, on demand, the fees and costs associated with a Each additional field examination performed prior to the closing of the Credit Facilities and for one field examination to be performed each calendar year provided, however, that the Lender does not intend to perform a field examination in the first year following closing unless the Borrowers close an acquisition exceeding $5,000,000 during such time, and with respect to which the Original Borrowers shall be excluded. Any additional field examinations will be at Lender’s own expense if no Event of Default has occurred and remains uncured at the time of the additional field examination, but shall be at the Borrowers’ Borrower’s expense if an Event of Default has occurred and remains uncured at the time of the additional field examination. 4. ESSEX – Amended a letter of credit fee for each day that any Letter of Credit is outstanding. The letter of credit fee shall be calculated and Restated payable monthly, in arrears, commencing on the first day of the first calendar month after the date of this Agreement. The letter of credit fee shall be determined for each day by multiplying the aggregate amount of LOC Obligations on that day for undrawn Letters of Credit Agreement 21by a per-diem rate equal to the applicable annual percentage rate shown on the Performance Pricing Grid, divided by 360.

Revolving Loan Fees. Borrowers jointly and severally promise Borrower promises to pay Lender the following fees in consideration of entering into this Agreement. These fees are in addition to interest payable under the Revolving Note: a. During 1. an up front fee of $12,500.00, payable on the period from the date hereof until the earlier of the Revolving Loan Ending Date or the date on which the Revolving Loan is terminated pursuant to the provisions hereof, the Borrowers shall pay to the Lender Closing Date; 2. an availability unused fee in a per annum amount equal to the Unused Commitment Fee Percentage times the average daily unused portion for each day that any part of the Maximum Revolving Credit CommitmentLoan Commitment Amount is unused. Such availability The unused fee shall commence to accrue on the date hereof and shall be due calculated and payable by the Borrowers quarterlymonthly, in arrears, commencing on September 30, 2005, and, on the last Business Day of each third month thereafter, and on the earlier first day of the first month after the date of this Agreement. The unused fee shall be determined for each day by multiplying the part of the Maximum Revolving Loan Ending Date Commitment Amount that is unused on that day by a per-diem rate equal to 0.25, divided by 360; 3. an annual fee of 1.75% of the face amount of any Letter of Credit issued by Lender under this Agreement, such fee being initially payable at the time of issuance of a Letter of Credit and then being payable on each anniversary date of such issuance date while the Letter of Credit remains outstanding. Borrower shall also pay, at the time of issuance of a Letter of Credit, Lender’s standard costs for issuance of a Letter of Credit, in the amount then being charged by Lender at the time of issuance of such Letter of Credit; and 4. the fees and costs associated for up to two field examinations performed by the Lender or on its agents per calendar year. However, the date on which the Revolving Loan is terminated pursuant to the terms hereof. b. Lender shall have the right to perform such additional field examinations at any time, in its sole discretion. Borrowers shall pay to Lender, on demand, the fees and costs associated with a Each additional field examination performed prior to the closing of the Credit Facilities and for one field examination to be performed each calendar year provided, however, that the Lender does not intend to perform a field examination in the first year following closing unless the Borrowers close an acquisition exceeding $5,000,000 during such time, and with respect to which the Original Borrowers shall be excluded. Any additional field examinations will be at Lender’s own expense if no Event of Default has occurred and remains uncured at the time of the additional field examination, but shall be at the Borrowers’ Borrower’s expense if an Event of Default has occurred and remains uncured at the time of the additional field examination. ESSEX – Amended and Restated Credit Agreement 21.