Borrowers shall pay to Agent (solely for its account and not the account of any Lenders) promptly at the conclusion of any collateral evaluation performed by or for the benefit of Agent – namely any field examination, collateral analysis or other business analysis, the need for which is to be determined by Agent and which evaluation is undertaken by Agent or for Agent's benefit - a collateral evaluation fee in an amount equal to $1,250 (or such other amount customarily charged by Agent to its customers) per day for each person employed to perform such evaluation, plus a per examination manager review fee (whether such examination is performed by Agent's employees or by a third party retained by agent) in the amount of $1,500 (or such other amount customarily charged by Agent to its customers), plus all costs and disbursements incurred by Agent in the performance of such examination or analysis, and further provided that if third parties are retained to perform such collateral evaluations by Agent, then such fees charged by such third parties plus all costs and disbursements incurred by such third party, shall be the responsibility of Borrowers and shall not be subject to the foregoing limits; provided, that so long as no Event of Default shall have occurred during a calendar year, Borrowers shall not be obligated to reimburse Agent for more than one (1) field examination in such calendar year (increasing to two (2) field examinations in a calendar year if at any time during such calendar year Undrawn Availability is less than fifteen percent (15.0%) of the Maximum Loan Amount for five (5) consecutive Business Days, except for field examinations conducted in connection with a proposed Permitted Acquisition (whether or not consummated).

Borrowers shall pay to Agent (solely for its account and not the account of any Lenders) promptly at the conclusion of any collateral evaluation performed by or for the benefit of Agent – namely any field examination, collateral analysis or other business analysis, the need for which is to be determined by Agent and which evaluation is undertaken by Agent or for Agent's benefit - a collateral evaluation fee in an amount equal to $1,250 (or such other amount customarily charged by Agent to its customers) per day for each person employed to perform such evaluation, plus a per examination manager review fee (whether such examination is performed by Agent's employees or by a third party retained by agent) in the amount of $1,500 (or such other amount customarily charged by Agent to its customers), plus all costs and disbursements incurred by Agent in the performance of such examination or analysis, and further provided that if third parties are retained to perform such collateral evaluations by Agent, then such fees charged by such third parties plus all costs and disbursements incurred by such third party, shall be the responsibility of Borrowers and shall not be subject to the foregoing limits; provided, that so long as no Event of Default shall have occurred during a calendar year, Borrowers shall not be obligated to reimburse Agent for more than one (1) field examination in such calendar year (increasing to two (2) field examinations in a calendar year if at any time during such calendar year Undrawn Availability is less than fifteen percent (15.0%) of the Maximum Loan Amount for five (5) consecutive Business Days, except for field examinations conducted in connection with a proposed Permitted Acquisition (whether or not consummated).

Fee. Upon its receipt of an Assignment and Acceptance executed by the assigning Lender and an Eligible Assignee and a processing and recordation fee of $3,500 (payable by the assignee to the Administrative Agent), the Administrative Agent shall, if such Assignment and Acceptance has been completed and is in compliance with this Agreement and in substantially the form of Exhibit A hereto, # accept such Assignment and Acceptance, # record the information contained therein in the Register and # give prompt notice thereof to the Borrower and the other Lenders.

Amendment Fee; Fee Letter. In consideration of the financial and other accommodations set forth in Amendment No. 3, Borrowers shall pay # to Agent, for the ratable benefit of the Lenders, an amendment and modification fee (the “Amendment No. 3 Fee”) in the amount of $206,021.57, which Amendment No. 3 Fee shall be fully earned as of the Amendment No. 3 Effective Date, non-refundable, and shall be charged to operating account of the Borrowers maintained with Agent as of the Amendment No. 3 Effective Date; and # to Fifth Third the fees set forth in the Fifth Third Fee Letter (Amendment No. 3) with Agent.

Engagement and Fee Letters. Borrowers shall pay all fees set forth in the Engagement Letter and any fee letters executed by any Obligor, any Arranger and/or Administrative Agent, as applicable, in connection with this Agreement.

Fee. Cite the fee earned, if any.

Annual Fee; Reimbursement of Travel and Other Expenses. Each non-employee director will receive an annual fee of $40,000 relating to such director’s service on the Board. Each non-employee director will also receive an annual fee of $7,500 for serving on the Audit Committee, $5,000 for serving on the Compensation Committee and $4,000 for serving on the Nominating and Corporate Governance Committee of the Board. The chair of the Audit Committee will receive an additional annual fee of $7,500, the chair of the Compensation Committee will receive an additional annual fee of $5,000 and the chair of the Nominating and Corporate Governance Committee will receive an additional annual fee of $4,000. The chair of the Board will receive an additional annual fee of $30,000. If there is a lead director, the lead director will receive an additional annual fee of $15,000 if further approved by the Board. Each annual fee shall be payable in arrears in four equal quarterly installments on the last day of each quarter, provided that the amount of such payment shall be prorated for any portion of such quarter that the director was not serving on the Board, on such committee or in such position. Each non-employee director will also be reimbursed for reasonable travel and other expenses in connection with attending meetings of the Board and any committee on which he or she serves.

Borrowers shall pay to Agent promptly at the conclusion of any collateral evaluation performed by or for the benefit of Agent (whether such examination is performed by Agent’s employees or by a third party retained by Agent), including, without limitation, any field examination, collateral analysis or other business analysis, the need for which is to be determined by Agent and which evaluation is undertaken by Agent or for Agent’s benefit, a collateral evaluation fee in an amount equal to $1,500 (or such other amount customarily charged by Agent to its customers per day for each person employed to perform such evaluation (based on an eight (8) hour day, and subject to adjustment if additional hours are worked)), plus a per examination field exam management fee in the amount of $1,500 (or such other amount customarily charged by Agent to its customers), plus all costs and disbursements incurred by Agent in the performance of such examination or analysis, and further provided that if third parties are retained to perform such collateral evaluations, either at the request of another Lender or for extenuating reasons determined by Agent in its sole discretion, then such fees charged by such third parties plus all costs and disbursements incurred by such third party, shall be the responsibility of Borrower and shall not be subject to the foregoing limits. Notwithstanding anything to the contrary in the foregoing, prior to the occurrence of an Event of Default, Agent shall not conduct, or caused to be conducted, more than one such field examination, collateral analysis or other business analysis pursuant to this Section 3.4(a) on more than one (1) occasion during any year of the Term; provided that following the occurrence and during the continuance of an Event of Default, Agent may conduct, or cause to be conducted, field examinations, collateral analyses and other business analyses with such frequency as Agent shall elect in its Permitted Discretion.

Payment of Closing Fee and Lender’s Closing Costs and Expenses. Borrowers shall have paid Lender the amount of the Closing Fee due on the date of the disbursement of the Loan and the amount of Lender’s Closing Costs and Expenses relating to such subsequent Loan.

Amendment and Waiver Fee. In consideration of Lender’s agreement to enter into this Amendment and to provide Borrowers the accommodations contemplated hereunder, Borrowers shall pay to Lender, on the date hereof, a one-time fee in the amount of $25,000 (the “Amendment Fee”). Each Borrower acknowledges and agrees that the Amendment Fee shall be fully earned and non-refundable when due and that Lender may effect payment of the Amendment Fee by charging the full amount thereof to any deposit account maintained by any Borrower with Lender.