Common use of Amendment Fees Clause in Contracts

Amendment Fees. The Agent, the Lenders and the Borrower acknowledge that the Borrower has previously agreed to pay to the Agent, for the ratable account of the Lenders, an amendment fee of $1,163,000 (the “Fifth Amendment Fee”), which Fifth Amendment Fee was fully earned by the Lenders upon execution by Borrower, Agent and Lenders of Amendment No. 5 to Amended and Restated Credit Agreement dated as of December 22, 2009 (“Amendment No. 5”). The Agent, the Lenders and the Borrower further acknowledge and agree that the Borrower has previously agreed to pay to Agent, for the ratable account of the Lenders, an amendment fee equal to 1.50% of the Revolving Loan Commitment (“Eighth Amendment Fee”), which Eighth Amendment Fee was fully earned by Lender upon execution by Borrower, Agent and Lenders of Amendment No. 8 to Amended and Restated Credit Agreement dated as of November 29, 2011 (“Amendment No. 8”). Notwithstanding anything to the contrary in Amendment No. 5 and Amendment No. 8, the Fifth Amendment Fee and Eighth Amendment Fee shall be due and payable on the earlier to occur of (i) the date on which the Borrower’s obligations and liabilities to Agent and Lenders are due or declared due or (ii) the Maturity Date. In consideration of the accommodations provided for in this Amendment No. 9, Borrower agrees to pay to the Agent, for the ratable account of the Lenders, an additional amendment fee in an amount equal to 0.75% of the Revolving Loan Commitment (“Ninth Amendment Fee”), which Ninth Amendment Fee shall be fully earned by the Lenders upon the execution of this Amendment No. 9 and shall be due and payable upon the earliest of (i) the Maturity Date, or (ii) the date on which Borrower’s obligations and liabilities to Agent and Lenders are due or declared due. The Fifth Amendment Fee, Eighth Amendment Fee and Ninth Amendment Fee shall be in addition to any other amendment fee or other fee payable pursuant to any other agreement or other Loan Document.

Amendment Fees. The Agent(a) As consideration for the consent of each Lender party hereto to this Amendment, the Lenders and the Borrower acknowledge that the Borrower has previously agreed hereby agrees to pay to each such Lender the Agent, for the ratable account of the Lenders, an following amendment fees: (i) An amendment fee of $1,163,000 (such amendment fee, the “Fifth Effective Date Amendment Fee”), which Fifth Amendment Fee was fully earned by the Lenders upon execution by Borrower, Agent and Lenders of Amendment No. 5 to Amended and Restated Credit Agreement dated as of December 22, 2009 (“Amendment No. 5”). The Agent, the Lenders and the Borrower further acknowledge and agree that the Borrower has previously agreed to pay to Agent, for the ratable account of the Lenders, ) in an amendment fee aggregate amount equal to 1.500.50% of the Revolving Loan Commitment (“Eighth Amendment Fee”), which Eighth Amendment Fee was fully earned by Lender upon execution by Borrower, Agent and Lenders of Amendment No. 8 to Amended and Restated Credit Agreement dated as of November 29, 2011 (“Amendment No. 8”). Notwithstanding anything to the contrary in Amendment No. 5 and Amendment No. 8, the Fifth Amendment Fee and Eighth Amendment Fee shall be due and payable on the earlier to occur sum of (i) the date on which the Borrower’s obligations aggregate Revolving Commitments held by such Lender and liabilities to Agent and Lenders are due or declared due or (ii) the Maturity Date. In consideration aggregate outstanding principal amount of the accommodations provided Tranche B Term Loans held by such Lender, in each case immediately prior to the Amendment Effective Date (the sum of (i) and (ii), such Lender’s “Facility Exposure”). The Effective Date Amendment Fee for each Lender shall be paid in cash on the Amendment Effective Date to the Administrative Agent, for the account of such Lender. The Administrative Agent shall pay each such fee received pursuant to this paragraph (i) to the Lender entitled thereto not later than five Business Days after the Amendment NoEffective Date. (ii) An amendment fee (such amendment fee, the “Deferred Amendment Fee”) in an aggregate amount equal to 0.50% of such Lender’s Facility Exposure. 9Subject to the immediately succeeding proviso, the Deferred Amendment Fee for each Lender shall be paid in cash on July 1, 2015, to the Administrative Agent, for the account of such Lender; provided, however, that the Deferred Amendment Fee shall not be paid if, on or prior to June 30, 2015, the Revolving Commitments have been reduced to zero and the Borrower has paid in full in cash all outstanding Loans. (b) As consideration for the consent of each of the Revolving Lenders party hereto to the amendment set forth in Section 2(d) of this Amendment, the Borrower hereby agrees to pay to each such Revolving Lender an extension fee (the Agent, for the ratable account of the Lenders, an additional amendment fee “Extension Fee”) in an amount equal to 0.750.50% of the aggregate Revolving Loan Commitment (“Ninth Commitments held by such Revolving Lender immediately prior to the Amendment Fee”), which Ninth Amendment Effective Date. The Extension Fee for each Revolving Lender shall be fully earned by paid in cash on the Lenders upon Amendment Effective Date to the execution Administrative Agent, for the account of this Amendment No. 9 and shall be due and payable upon the earliest of (i) the Maturity Date, or (ii) the date on which Borrower’s obligations and liabilities to Agent and Lenders are due or declared duesuch Revolving Lender. The Fifth Amendment Fee, Eighth Amendment Fee and Ninth Amendment Fee Administrative Agent shall be in addition to any other amendment pay each such fee or other fee payable received pursuant to any other agreement or other Loan Documentthis paragraph (b) to the Lender entitled thereto not later than five Business Days after the Amendment Effective Date.

Amendment Fees. (a) The Agent, the Lenders and the Borrower acknowledge that the Borrower has previously agreed to shall pay to the Agent, for the ratable account of the Lenders, Administrative Agent an amendment fee for the account of $1,163,000 each Lender, pro rata according to the sum of such Lender's Revolving Credit Commitment, Liquidity Commitment (excluding the Incremental Commitment) and the total outstanding principal amount of all Term Loan Advances owed to such Lender (the “Fifth Amendment Fee”)"Phase I Credit Exposure") as of the date of this Amendment, which Fifth Amendment Fee was fully earned by fee shall equal 0.25% of the Lenders upon execution by Borrower, Agent and Lenders of Amendment No. 5 to Amended and Restated Phase I Credit Agreement dated as of December 22, 2009 Exposure (“Amendment No. 5”the "Phase I Fee"). The Agent, Phase I Fee shall be earned and payable as of the Lenders and the date of this Amendment. (b) The Borrower further acknowledge and agree that the Borrower has previously agreed to shall pay to Agent, for the ratable account of the Lenders, Administrative Agent an amendment fee for the account of each Lender, pro rata according to the sum of such Lender's Revolving Credit Commitment, Liquidity Commitment (including the Incremental Commitment) and the total outstanding principal amount of all Term Loan Advances owed to such Lender (the "Phase II Credit Exposure") as of the date of this Amendment, which fee shall equal to 1.500.25% of the Revolving Loan Commitment Phase II Credit Exposure (“Eighth Amendment the "Phase II Fee”), which Eighth Amendment Fee was fully earned by Lender upon execution by Borrower, Agent and Lenders of Amendment No. 8 to Amended and Restated Credit Agreement dated as of November 29, 2011 (“Amendment No. 8”"). Notwithstanding anything to the contrary in Amendment No. 5 and Amendment No. 8, the Fifth Amendment Fee and Eighth Amendment The Phase II Fee shall be due earned and payable on as of the earlier to occur date of this Amendment, but payment shall be deferred until March 31, 1999. The Phase II Fee shall be waived if (i) either (A) before March 31, 1999, Borrower shall have received equity contributions of at least $18,000,000, which are available to be used by the date on which the Borrower’s obligations and liabilities to Agent and Lenders are due or declared due Borrower for general working capital purposes, or (iiB) the Maturity Date. In consideration conditions set forth in Section 3.4 of the accommodations provided for in this Amendment No. 9Credit Agreement are not satisfied, or (C) on or before the Liquidity Commitment Step-Up Date, the Borrower agrees shall have notified the Administrative Agent that it desires to pay to cancel the Agent, for the ratable account of the Lenders, an additional amendment fee in an amount equal to 0.75% of the Revolving Loan Commitment (“Ninth Amendment Fee”), which Ninth Amendment Fee shall be fully earned by the Lenders upon the execution of this Amendment No. 9 and shall be due and payable upon the earliest of (i) the Maturity DateIncremental Commitment, or (ii) before March 31, 1999, the date on which Borrower’s obligations terms and liabilities conditions of the Loan Documents and the Obligations thereunder have been restructured to Agent and Lenders are due or declared due. The Fifth Amendment Fee, Eighth Amendment Fee and Ninth Amendment Fee shall be in addition to any other amendment fee or other fee payable pursuant to any other agreement or other Loan Documentthe satisfaction of the Lenders.

Amendment Fees. The Agent, the Lenders and the Borrower acknowledge that the Borrower has previously agreed to pay to the Agent, for the ratable account of the Lenders, an amendment fee of $1,163,000 (the “Fifth Amendment Fee”), which Fifth Amendment Fee was fully earned by the Lenders upon execution by Borrower, Agent and Lenders of Amendment No. 5 to Amended and Restated Credit Agreement dated as of December 22, 2009 (“Amendment No. 5”). The Agent, the Lenders and the Borrower further acknowledge and agree that the Borrower has previously agreed to pay to Agent, for the ratable account of the Lenders, an amendment fee equal to 1.50% of the Revolving Loan Commitment (“Eighth Amendment Fee”), which Eighth Amendment Fee was fully earned by Lender upon execution by Borrower, Agent and Lenders of Amendment No. 8 to Amended and Restated Credit Agreement dated as of November 29, 2011 (“Amendment No. 8”). Notwithstanding anything to the contrary in Amendment No. 5 and Amendment No. 8, the Fifth Amendment Fee and Eighth Amendment Fee shall be due and payable on the earlier to occur of (i) the date on which the Borrower’s obligations and liabilities to Agent and Lenders are due or declared due or (ii) the Maturity Date. In consideration of the accommodations provided for in this Amendment No. 9, Borrower agrees to pay to the Administrative Agent, (a) for the ratable account of each Existing Tranche B Lender that delivers a counterpart to this Agreement at or prior to the LendersDelivery Deadline which evidences its consent to the amendments reflected in the Second Amended and Restated Credit Agreement including, an additional amendment without limitation, the amendments that relate to the extension of the Existing Tranche B Loans and evidences its agreement to extend the maturity of its Existing Tranche B Loans, a fee in an amount equal to 0.750.25% of the aggregate principal amount of such Existing Tranche B Lender’s Existing Tranche B Loans (the “Tranche B Amendment Fee”) and (b) for the account of each Class A Revolving Loan Lender that delivers a counterpart to this Agreement at or prior to the Delivery Deadline which evidences its consent to the amendments reflected in the Second Amended and Restated Credit Agreement including, without limitation, the amendments that relate to the extension of the maturity of the Class A Revolving Commitments (as defined in the First Amended and Restated Credit Agreement) and evidences its agreement to extend the maturity of its Class A Revolving Commitments (as defined in the First Amended and Restated Credit Agreement), a fee equal to 0.25% of the aggregate amount of such Class A Revolving Lender’s Class A Revolving Commitment (as defined in the First Amended and Restated Credit Agreement) (the “Ninth Revolving Amendment Fee” and, together with the Tranche B Amendment Fee, the “Amendment Fee”), which Ninth . The Amendment Fee shall be fully earned by payable on the Lenders upon Second Restatement Effective Date. For the execution avoidance of doubt, no Class A Revolving Lender or Tranche B Lender may deliver a counterpart to this Amendment No. 9 Agreement which evidences its consent to the amendments reflected in the Second Amended and shall be due and payable upon Restated Credit Agreement that relate to the earliest extension of (i) the Maturity Datematurity of its Class A Revolving Commitments or Existing Tranche B Loans without such Class A Revolving Lender or Existing Tranche B Lender, respectively, also evidencing its consent to the amendments that do not relate to the extension of the maturity of its Class A Revolving Commitments or (ii) the date on which Borrower’s obligations and liabilities to Agent and Lenders are due or declared due. The Fifth Amendment FeeTranche B Commitments, Eighth Amendment Fee and Ninth Amendment Fee shall be in addition to any other amendment fee or other fee payable pursuant to any other agreement or other Loan Documentrespectively.

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

Amendment Fees. The AgentAs consideration for the Lenders’ agreements hereunder, the Lenders and the Borrower acknowledge that the Borrower has previously agreed hereby agrees to pay to each Lender that executes and delivers a counterpart of this Amendment on or prior to the AgentAmendment Effective Date, for its own account, either (at the ratable account of the Lenders, an amendment fee of $1,163,000 Borrower’s option): (the “Fifth Amendment Fee”), which Fifth Amendment Fee was fully earned by the Lenders upon execution by Borrower, Agent and Lenders of Amendment No. 5 to Amended and Restated Credit Agreement dated as of December 22, 2009 (“Amendment No. 5”). The Agent, the Lenders and the Borrower further acknowledge and agree that the Borrower has previously agreed to pay to Agent, for the ratable account of the Lenders, a) an amendment fee equal to 1.501.00% of the Revolving Loan such Lender’s Commitment (whether used or unused) on the Amendment Effective Date (the “Eighth First Alternative Amendment Fee”) or (b) an amendment fee equal to 2.00% of such Lender’s Commitment (whether used or unused) on the Amendment Effective Date (the “Second Alternative Amendment Fee”), which Eighth . The First Alternative Amendment Fee was fully or the Second Alternative Amendment Fee, as applicable, shall be earned on the Amendment Effective Date. If the Borrower elects by Lender upon execution by Borrower, Agent and Lenders of Amendment No. 8 to Amended and Restated Credit Agreement dated as of November 29, 2011 (“Amendment No. 8”). Notwithstanding anything written notice to the contrary in Administrative Agent on or prior to December 31, 2012 to pay the First Alternative Amendment No. 5 and Amendment No. 8Fee, the Fifth Amendment Fee and Eighth Amendment Fee such fee shall be due and payable on December 31, 2012. If the earlier Borrower has not delivered such notice to occur of the Administrative Agent on or prior to December 31, 2012, (i) the Borrower shall be deemed to have elected to pay the Second Alternative Amendment Fee in accordance with the provisions of this Section 3 and (ii) the First Alternative Amendment Fee shall not be payable. If the Borrower elects by written notice to the Administrative Agent to pay the Second Alternative Amendment Fee (or is deemed to have elected to pay the Second Alternative Amendment Fee pursuant to the previous sentence), such fee will be due and payable on the date on which the Borrower’s obligations Credit Agreement is terminated, and liabilities to Agent all Borrowings and Lenders are other amounts due or declared due or (ii) outstanding thereunder are repaid in full; provided, however, that the Maturity Date. In consideration of the accommodations provided for in this Amendment No. 9, Borrower agrees to pay to the Agent, for the ratable account of the Lenders, an additional amendment fee in an amount equal to 0.75% of the Revolving Loan Commitment (“Ninth Amendment Fee”), which Ninth Second Alternative Amendment Fee shall not be fully earned by payable if, on or prior to June 30, 2013, the Lenders upon the execution of this Amendment No. 9 Credit Agreement is terminated, and shall be due all Borrowings and payable upon the earliest of (i) the Maturity Date, or (ii) the date on which Borrower’s obligations and liabilities to Agent and Lenders are other amounts due or declared due. The Fifth Amendment Fee, Eighth Amendment Fee and Ninth Amendment Fee shall be outstanding thereunder are repaid in addition to any other amendment fee or other fee payable pursuant to any other agreement or other Loan Documentfull.

Amendment Fees. The AgentSubject to the occurrence of the Initial Amendment Effective Date (as defined below) and, with respect to the Final Amendment Fees (as defined below), the Lenders and Final Amendment Effective Date (as defined below), the Borrower acknowledge that the Borrower has previously agreed Borrowers agree to pay pay, or cause to be paid, (a) to the Agent, for the ratable account of the Lenderseach Revolver Lender that consents to this Amendment on or prior to 5:00 p.m. (New York City time), an amendment fee of $1,163,000 July 21, 2014, fees (any such fees, the “Fifth Revolver Amendment FeeFees”) in an amount equal to 0.50% of such Revolver Lender’s Revolver Commitment as of the Initial Amendment Effective Date (as defined below), which Fifth Amendment Fee was fully earned by the Lenders upon execution by Borrower, Agent and Lenders of Amendment No. 5 to Amended and Restated Credit Agreement dated as of December 22, 2009 (“Amendment No. 5”). The Agent, the Lenders and the Borrower further acknowledge and agree that the Borrower has previously agreed to pay to Agent, for the ratable account of the Lenders, an amendment fee equal to 1.5050% of the Revolving Loan Commitment (“Eighth Amendment Fee”), which Eighth Amendment Fee was fully earned by Lender upon execution by Borrower, Agent and Lenders of Amendment No. 8 to Amended and Restated Credit Agreement dated as of November 29, 2011 (“Amendment No. 8”). Notwithstanding anything to the contrary in Amendment No. 5 and Amendment No. 8, the Fifth Amendment Fee and Eighth Amendment Fee shall be earned, due and payable on the earlier to occur Initial Amendment Effective Date and the remaining balance of which (ithe “Final Revolver Amendment Fees”) shall be earned, due and payable on the date on which the Borrower’s obligations Final Amendment Effective Date, and liabilities to Agent and Lenders are due or declared due or (ii) the Maturity Date. In consideration of the accommodations provided for in this Amendment No. 9, Borrower agrees to pay to the Agent, for the ratable account of each Term Lender that consents to this Amendment on or prior to 5:00 p.m. (New York City time), July 21, 2014, fees (any such fees, the Lenders“Term Amendment Fees” and, an additional amendment fee together with the Revolver Amendment Fees, the “Amendment Fees”) in an amount equal to 0.750.50% of such Term Lender’s outstanding Term Advances as of the Revolving Loan Commitment (“Ninth Initial Amendment Fee”)Effective Date, 50% of which Ninth Amendment Fee shall be fully earned by the Lenders upon the execution of this Amendment No. 9 and shall be earned, due and payable upon on the earliest Initial Amendment Effective Date and the remaining balance of which (itogether with the Final Revolver Amendment Fees, the “Final Amendment Fees”) the Maturity Date, or (ii) the date on which Borrower’s obligations and liabilities to Agent and Lenders are due or declared due. The Fifth Amendment Fee, Eighth Amendment Fee and Ninth Amendment Fee shall be earned, due and payable on the Final Amendment Effective Date. It is understood and agreed that (x) once paid, any amounts payable hereunder or any part thereof payable hereunder shall not be refundable under any circumstances, and (y) all amounts payable hereunder shall be paid in addition immediately available funds and shall not be subject to any other amendment fee reduction by way of setoff or other fee payable pursuant to any other agreement or other Loan Documentcounterclaim.

Amendment Fees. The AgentOn the Effective Date, the Lenders and the Borrower acknowledge that the Borrower has previously agreed shall pay (a) to pay to the Agent, Administrative Agent (for the ratable account benefit of the Revolver Lenders consenting to this Amendment on or prior to the Effective Date, the "Consenting Revolver Lenders"), an amendment fee of $1,163,000 (the “Fifth Amendment Fee”), which Fifth Amendment Fee was fully earned by the Lenders upon execution by Borrower, Agent and Lenders of Amendment No. 5 to Amended and Restated Credit Agreement dated as of December 22, 2009 (“Amendment No. 5”). The Agent, the Lenders and the Borrower further acknowledge and agree that the Borrower has previously agreed to pay to Agent, for the ratable account of the Lenders, an amendment fee equal to 1.50% of the Revolving Loan Commitment (“Eighth Amendment Fee”), which Eighth Amendment Fee was fully earned by Lender upon execution by Borrower, Agent and Lenders of Amendment No. 8 to Amended and Restated Credit Agreement dated as of November 29, 2011 (“Amendment No. 8”). Notwithstanding anything to the contrary in Amendment No. 5 and Amendment No. 8, the Fifth Amendment Fee and Eighth Amendment Fee shall be due and payable on the earlier to occur of (i) the date on which the Borrower’s obligations and liabilities to Agent and Lenders are due or declared due or (ii) the Maturity Date. In consideration of the accommodations provided for in this Amendment No. 9, Borrower agrees to pay to the Agent, for the ratable account of the Lenders, an additional amendment fee in an amount equal to 0.750.25% of the aggregate Committed Sums under the Revolving Facility of each Consenting Revolver Lender as of the Effective Date; (b) to Administrative Agent (for the ratable benefit of the Term Loan Commitment (“Ninth Lenders consenting to this Amendment Fee”on or prior to the Effective Date, the "Consenting Term Loan Lenders"), which Ninth Amendment Fee an amendment fee in an amount equal to 0.25% of the aggregate Term Loan Principal Debt owed to the Consenting Term Loan Lenders as of the Effective Date; (c) to Administrative Agent (for the ratable benefit of the One-Year Term Lenders consenting to this Amendment, the "Consenting One-Year Term Lenders"), an amendment fee in an amount equal to 0.125% of the One-Year Term Principal Debt owed to the Consenting One-Year Term Loan Lenders; and (d) to Administrative Agent (for its individual account) the amendment fees set forth in a separate letter agreement dated as of March 14, 2000, executed by Borrower and Administrative Agent. Additionally, in the event the One-Year Term Loan is not prepaid in full on or prior to July 3, 2000, Borrower shall be fully earned by pay an additional amendment fee to Administrative Agent (for the ratable benefit of the Consenting One-Year Term Loan Lenders) in an amount equal to 0.125% of the One-Year Term Loan Principal owed to the Consenting One-Year Term Loan Lenders upon as of July 3, 2000. The failure of Borrower to comply with the execution provisions of this Amendment No. 9 and Paragraph 2 shall be due and payable upon constitute a payment Default entitling Lenders to exercise their respective Rights under the earliest of (i) the Maturity Date, or (ii) the date on which Borrower’s obligations and liabilities to Agent and Lenders are due or declared due. The Fifth Amendment Fee, Eighth Amendment Fee and Ninth Amendment Fee shall be in addition to any other amendment fee or other fee payable pursuant to any other agreement or other Loan DocumentDocuments.

Amendment Fees. The Agent, the Lenders and the Borrower acknowledge that the Borrower has previously agreed to pay to the Agent, for the ratable account of the Lenders, an amendment fee of $1,163,000 (the “Fifth Amendment Fee”), which Fifth Amendment Fee was fully earned by the Lenders upon execution by Borrower, Agent and Lenders of Amendment No. 5 to Amended and Restated Credit Agreement dated as of December 22, 2009 (“Amendment No. 5”). The Agent, the Lenders and the Borrower further acknowledge and agree that the Borrower has previously agreed to pay to Agent, for the ratable account of the Lenders, an amendment fee equal to 1.50% of the Revolving Loan Commitment (“Eighth Amendment Fee”), which Eighth Amendment Fee was fully earned by Lender upon execution by Borrower, Agent and Lenders of Amendment No. 8 to Amended and Restated Credit Agreement dated as of November 29, 2011 (“Amendment No. 8”). Notwithstanding anything to the contrary in Amendment No. 5 and Amendment No. 85, the Fifth Amendment Fee and Eighth Amendment Fee shall be due and payable on the earlier to occur of (i) the date on which the Borrower’s obligations and liabilities to Agent and Lenders are due or declared due or (ii) the Maturity Date. In consideration of the accommodations provided for in this Amendment No. 98, Borrower agrees to pay to the Agent, for the ratable account of the Lenders, an additional amendment fee in an amount equal to 0.751.50% of the Revolving Loan Commitment (“Ninth Eighth Amendment Fee”), which Ninth Eighth Amendment Fee shall be fully earned by the Lenders upon the execution of this Amendment No. 9 8 and shall be due and payable upon the earliest of (i) the Maturity Date, or and (ii) the date on which Borrower’s obligations and liabilities to Agent and Lenders are due or declared due. The Fifth Amendment Fee, Eighth Amendment Fee and Ninth Eighth Amendment Fee shall be in addition to any other amendment fee or other fee payable pursuant to any other agreement or other Loan Document.