Fees. The Borrowers shall have paid to the Administrative Agent for itself and for the account of the applicable 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 thirty-seven and one half (37.5) basis points of such Lender's Credit Revolving Credit Commitments and outstanding Term Loans as of the date hereof, after giving effect to the Revolving Credit Commitment reduction, and # all other fees payable to the Administrative Agent plus all costs and expenses for which the Administrative Agent is entitled to be reimbursed, including but not limited to the fees and expenses of the Administrative Agent's legal counsel.

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 Administrative Agent shall have received for the ratable benefit of each Consenting Lender an amendment fee in an amount equal to 0.05% of the aggregate amount of the Revolving Credit Commitments of such Consenting Lender as of the Amendment No. 9 Effective Date; and

SECTION # Fees. (a) The Borrower agrees to pay to the Administrative Agent for the account of each Lender a commitment fee at a per annum rate equal to the Applicable Rate in effect from time to time applied to the daily unused amount of the Revolving Commitment of such Lender during the period from and including the Second Restatement Effective Date to but excluding the Maturity Date or such earlier date on which the Revolving Commitments terminate. Accrued commitment fees shall be payable in arrears on the last day of March, June, September and December of each year and on the date on which the Revolving Commitments terminate, commencing on the first such date to occur after the Original Effective Date. All commitment fees shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day).

in respect of the Revolving Credit Facility on the then-existing Maturity Date with respect to the Revolving Credit Facility, the Borrowers shall pay to Administrative Agent for the pro rata account of each Lender in accordance with their respective Applicable Percentages an extension fee equal to 0.0625% of the Aggregate Revolving Credit Commitments as of such date, which fee shall, when paid, be fully earned and non-refundable under any circumstances;

on the then-existing Maturity Date with respect to the Revolving Credit Facility, the Borrowers shall pay to Administrative Agent for the pro rata account of each Lender in accordance with their respective Applicable Percentages an extension fee equal to 0.0625% of the Aggregate Revolving Credit Commitments as of such date, which fee shall, when paid, be fully earned and non-refundable under any circumstances;