Certain Fees. Except as set forth on [Schedule 3.1(t)], no brokerage or finder’s fees or commissions are or will be payable by the Company or any Subsidiary to any broker, financial advisor or consultant, finder, placement agent, investment banker, bank or other Person with respect to the transactions contemplated by this Agreement. The Purchaser shall have no obligation with respect to any fees or with respect to any claims made by or on behalf of other Persons for fees of a type contemplated in this Section that may be due in connection with the transactions contemplated by this Agreement.

The Parties agree that if any claims for commissions, fees or other compensation, including brokerage fees, finder’s fees, or commissions are ever asserted against Purchaser or Sellers in connection with this Agreement and the transactions contemplated hereby, all such claims shall be handled and paid by the Party whose actions form the basis of such claim and such Party shall indemnify (with counsel reasonably satisfactory to the Parties entitled to indemnification) and hold the other harmless from and against all such claims or demands asserted by any Person in connection with the transaction contemplated hereby.

Consulting Fees. The Consulting Fees for the Consultant’s services shall be paid at the rate of $245 per hour. Consultant shall provide a written invoice on a bi-weekly basis, setting forth a description of the work performed and the associated hours.

Each Defaulting Lender shall be entitled to receive fees payable under [Section 2.09(b)] for any period during which that Lender is a Defaulting Lender only to extent allocable to the sum of the outstanding principal amount of the Loans funded by it.

Other Fees. The Borrower shall pay, without duplication, to the Lead Arranger and the Administrative Agent for its own respective accounts and to the Lead Arranger for the account of the Lenders fees in the amounts and at the times specified in the Engagement Letter, in the Fee Letter and in the Administrative Agent Fee Letter.

Legal Fees. The parties hereto agree that the non-prevailing party in any dispute, claim, action or proceeding between the parties hereto arising out of or relating to the terms and conditions of this Agreement or any provision thereof (a “Dispute”), shall reimburse the prevailing party for reasonable attorney’s fees and expenses incurred by the prevailing party in connection with such Dispute.

Commitment Fees. Borrower agrees to pay to Administrative Agent for the account of each Lender in accordance, subject to Section 12.22, with its relevant Applicable

Closing Fees. Evidence that any other fees due on or before the Closing Date have been paid.

Commitment Fees. Borrower agrees to pay to Administrative Agent for the account of each Lender in accordance, subject to Section 12.22, with its relevant Applicable Percentage, a commitment fee on # the daily average unused amount of the Revolving Credit Commitment of such Lender plus # the daily average unused amount of the Delayed Draw Term Loan Commitment of such Lender, in each case, for the period from and including the date of this Agreement to and including # with respect to the Revolving Credit Commitments, the Maturity Date and # with respect to the Delayed Draw Term Loan Commitments, the date on which the Delayed Draw Term Loan Commitments are terminated pursuant to [Section 2.8(e)] (including at any time during which one or more of the conditions in Article 5 is not met), at a rate equal to the Applicable Margin for the “Commitment Fee” then in effect as determined by reference to the table set forth in the definition of “Applicable Margin” in Section 1.1. For the purpose of calculating the commitment fee hereunder, the Commitment of each Revolving Credit Lender shall be deemed utilized by the amount of all outstanding Revolving Credit Loans and L/C Obligations, but not by the amount of any outstanding Swing Line Loans, owing to such Revolving Credit Lender whether directly or by participation. Accrued commitment fees shall be payable quarterly in arrears on the first day of each April, July, October, and January during the term of this Agreement and on the Maturity Date.

No Defaulting Lender shall be entitled to receive any commitment fee under Section 2.11(a) for any period during which that Lender is a Defaulting Lender (and the Borrower shall not be required to pay any such fee that otherwise would have been required to have been paid to that Defaulting Lender).