The Borrower shall have paid to the Administrative Agent # for the ratable benefit of the Lenders, an amendment fee equal to the product of 0.50% times the sum of the outstanding Commitments and Loans under the Amended Credit Agreement as of the date hereof (which fee, once paid on the date hereof, shall be fully earned and non-refundable) and # all other costs, fees and expenses (including, without limitation, legal fees and expenses of attorneys, consultants and other advisors) due and payable pursuant to or in connection with the Existing Credit Agreement or this Amendment.

The Borrower shall have paid to the Administrative Agent # for the ratable benefit of the Lenders, an amendment fee equal to the product of 0.50%10% times the sum of the outstanding Commitments and Loans under the Amended Credit Agreement as of the date hereof$6,000,000 (which fee, once paid on the date hereof, shall be fully earned and non-refundable) and # all other costs, fees and expenses (including, without limitation, legal fees and expenses of attorneys, consultants and other advisors) due and payable pursuant to or in connection with the Existing Credit Agreement or this Amendment.

The Borrower shall have paid to the Administrative Agent # for the ratable benefit of the Lenders, an amendment fee equal to the product of 0.50%05% times the sum of the outstanding Commitments and Loans under the Amended Credit Agreement as of the date hereof$35,000,000 (which fee, once paid on the date hereof, shall be fully earned and non-refundable) and # all other costs, fees and expenses (including, without limitation, legal fees and expenses of attorneys, consultants and other advisors) due and payable pursuant to or in connection with the Existing Credit Agreement or this Amendment.

The Borrower shall have paid to the Administrative Agent #shall have received for the ratable benefit of the Lenders,each Consenting Lender an amendment fee in an amount equal to the product of 0.50% times the sum05% of the outstandingaggregate amount of the Revolving Credit Commitments and Loans under the Amended Credit Agreementof such Consenting Lender as of the date hereof (which fee, once paid on the date hereof, shall be fully earnedAmendment No. 9 Effective Date; and non-refundable) and # all other costs, fees and expenses (including, without limitation, legal fees and expenses of attorneys, consultants and other advisors) due and payable pursuant to or in connection with the Existing Credit Agreement or this Amendment.

Fees. The BorrowerBorrowers shall have paid to the Administrative Agent #for itself and for the ratable benefitaccount of the Lenders, an amendmentapplicable Lenders # all fees as required hereunder, including a fee to each Lender that consented to this Amendment in writing on or before 12:00 p.m. (Eastern time), March 18, 2016, equal to the productthirty-seven and one half (37.5) basis points of 0.50% times the sum of the outstandingsuch Lender's Credit Revolving Credit Commitments and outstanding Term Loans under the Amended Credit Agreement as of the date hereof (which fee, once paid onhereof, after giving effect to the date hereof, shall be fully earned and non-refundable)Revolving Credit Commitment reduction, and # all other costs, fees payable to the Administrative Agent plus all costs and expenses (including, without limitation, legalfor which the Administrative Agent is entitled to be reimbursed, including but not limited to the fees and expenses of attorneys, consultants and other advisors) due and payable pursuant to or in connection with the Existing Credit Agreement or this Amendment. Administrative Agent's legal counsel.