Management Fee. As compensation for the Management Services provided by Manager to Provider pursuant to the terms and conditions of this Agreement, Provider shall pay Manager a management fee (the “Management Fee”) in an amount equal to the sum of:

Commitment Fee. The Borrower shall pay to the Administrative Agent for the account of each Revolving Credit Lender in accordance with its Applicable Revolving Credit Percentage, a commitment fee (the “Commitment Fee”) equal to the Applicable Rate under the Revolving Credit Facility times the actual daily amount by which the Revolving Credit Facility exceeds the sum of # the Outstanding Amount of Revolving Credit Loans and # the Outstanding Amount of L/C Obligations, subject to adjustment as provided in [Section 2.15]; provided that for purposes of calculating the Commitment Fee, Swing Line Loans will not be deemed to be utilized. The Commitment Fee shall accrue at all times during the Availability Period, including at any time during which one or more of the conditions in ARTICLE IV is not met, and shall be due and payable quarterly in arrears on the last Business Day of each March, June, September and December, commencing with the first such date to occur after the Closing Date, and on the Maturity Date. The Commitment Fee shall be calculated quarterly in arrears and if there is any change in the Applicable Rate during any quarter, the actual daily amount shall be computed and multiplied by the Applicable Rate separately for each period during such quarter that such Applicable Rate was in effect.

License Fee. Commencing on December 1, 2008, and continuing through and including the last date on which Tenant receives any communications services from Lightpath via use of the conduit referenced in Recital B above, Tenant shall pay to Landlord the sum of Three Hundred Dollars ($300.00) per month as a license fee (the “Riser License Fee”) for the non-exclusive use by Tenant of the pathway through which Lightpath’s conduit runs from the basement of the Building to the Premises. The Riser License Fee shall be paid in advance on the first day of each month (without deduction, offset, prior notice or demand), concurrently with Tenant’s monthly payment to Landlord of annual fixed rent under the Lease. The Riser License Fee shall constitute rent under the Lease and shall be proportionately abated for any partial month.

Fee Letter. Agent shall have received that certain Third Amended and Restated Fee Letter, by and between Borrower and Agent, dated as of even date herewith (the “Third Amended and Restated Fee Letter”), duly executed by Borrower;

Amendment Fee. As consideration for this Amendment, Borrower shall pay Lender an amendment fee in the amount of Three Thousand Five Hundred and 00/100ths Dollars ($3,500.00). The amounts described in this paragraph shall be in addition to, and not in lieu of, the interest, fees and other charges owing under the Loan Documents.

Ticking Fee. The Borrower shall pay to the Administrative Agent for the account of each Lender with a Term Loan Commitment in accordance with its Applicable Percentage, a ticking fee equal to the Applicable Rate times the actual daily amount of the unused Aggregate Term Loan Commitments.

Funding Fee. [[Organization B:Organization]] shall pay to [[Organization C:Organization]] a Funding Fee for each Participated Mortgage Loan as compensation for [[Organization C:Organization]]’s costs and expenses incurred in connection with underwriting and processing its purchase of the Participation Interest in such Participated Mortgage Loan and administering such Participation Interest hereunder. The Funding Fee with respect to any Participated Mortgage Loan shall be: # earned in full by [[Organization C:Organization]] on the related Purchase Date; and # payable to [[Organization C:Organization]] by [[Organization B:Organization]] upon the earlier to occur of the date on which: # all or any portion of the related Participation Interest is to be repurchased by [[Organization B:Organization]] from [[Organization C:Organization]] as contemplated by and in accordance with the terms of this Agreement; # such Participated Mortgage Loan is sold to a Take-Out Purchaser as contemplated by and in accordance with the terms of this Agreement; or # the entire principal balance of such Participated Mortgage Loan has been paid in full by the related Borrower.

Issuance Fee. In addition to the foregoing commission, the Borrower shall pay directly to the applicable Issuing Lender, for its own account, an issuance fee with respect to each Letter of Credit issued by such Issuing Lender in an amount equal to 0.125% per annum on the daily maximum available amount available to be drawn under such Letter of Credit issued by such Issuing Lender. Such issuance fee shall be payable quarterly in arrears on the last Business Day of each calendar quarter commencing with the first such date to occur after the issuance of such Letter of Credit, on the Revolving Credit Maturity Date and thereafter on demand of the applicable Issuing Lender. For the avoidance of doubt, such issuance fee shall be applicable to and paid upon each of the Existing Letters of Credit.

Termination Fee. Upon termination of this Agreement for any reason prior to the Revolving Line Maturity Date, in addition to the payment of any other amounts then-owing, a termination fee in an amount equal to # Two Hundred Thousand Dollars ($200,000) if such termination occurs on or prior to the first (1st) anniversary of the Third Amendment Effective Date or # One Hundred Thousand Dollars ($100,000) if such termination occurs after the first (1st) anniversary of the Third Amendment Effective Date but on or prior to the second (2nd) anniversary of the Third Amendment Effective Date, provided that no such termination fee shall be charged if the credit facility hereunder is replaced with a new facility from Bank; and

Commitment Fee. A fully earned, non-refundable commitment fee of Thirty-Seven Thousand Five Hundred Dollars ($37,500), on the Effective Date (the “Commitment Fee”); and