Exit Fee. Upon the occurrence of any Prepayment Premium Event, the Borrower shall pay to the Administrative Agent, for the account of each Term Loan Lender in accordance with their Pro Rata Percentage, a fee (in addition to and not a substitution for the payments of principal, interest and other fees payable hereunder), equal to 3.00% of the aggregate principal amount of Term Loans so paid or prepaid (such fee, the “Exit Fee”).

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 Margin 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. 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 last day of the Availability Period for the Revolving Credit Facility. The Commitment Fee shall be calculated quarterly in arrears, and if there is any change in the Applicable Margin during any quarter, the actual daily amount shall be computed and multiplied by the Applicable Margin separately for each period during such quarter that such Applicable Margin was in effect. For the avoidance of doubt, the Outstanding Amount of Swing Line Loans shall not be counted towards or considered usage of the Revolving Credit Facility for purposes of determining the Commitment Fee.

Facility Fee. For each day prior to the termination of this Agreement and the payment in full of the Total Revolving Credit Outstandings, the Borrowers shall pay to the Administrative Agent for the account of each Revolving Credit Lender (other than Defaulting Lenders to the extent set forth in [Section 2.16(a)(iii)]) in accordance with its Applicable Revolving Credit Percentage, a facility fee (the “Facility Fee”) equal to the Applicable Rate times the actual daily amount of the Aggregate Revolving Credit Commitments (or, if the Revolving Credit Facility has terminated, on the actual daily Total Revolving Credit Outstandings), regardless of usage, subject to adjustment as provided in [Section 2.16]. The Facility Fee shall accrue at all times during the Availability Period (and thereafter so long as Total Revolving Credit Outstandings is greater than zero (0)), 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 in respect of the Revolving Credit Facility (and, if applicable, thereafter on demand). The Facility Fee shall be calculated quarterly in arrears, and if there is any change in the Revolving Credit Facility Applicable Rate for Facility Fees set forth in the definition of “Applicable Rate” during any quarter, the actual daily amount shall be computed and multiplied by the applicable Revolving Credit Facility Applicable Rate for Facility Fees separately for each period during such quarter that such Revolving Credit Facility Applicable Rate for Facility Fees was in effect.

Fee Letter. Borrower agrees to pay to Administrative Agent and Arranger, for the account of Administrative Agent, Arranger and each Lender, as applicable, fees, in the amounts and on the dates set forth in the Fee Letter.

Facility Fee. The Company shall pay to the Administrative Agent for the account of the Banks ratably a facility fee at the Facility Fee Rate. Such facility fee shall accrue # for each day from and including the Closing Date to but excluding the Termination Date (or earlier date of termination of the Aggregate Commitments), on the Aggregate Commitments (whether used or unused) on such day and # for each day from and including such Termination Date or other date of termination to but excluding the date the Loans shall be repaid in their entirety, on the Aggregate Outstanding Amount on such day.

Fee Letters. The Company shall pay to the applicable Joint Lead Arrangers and the Administrative Agent for their own respective accounts, fees in the amounts and at such times as are specified in the Fee Letters.

Structuring Fee. The Company agrees to pay to Prudential on the date hereof a structuring fee of $50,000.00. Such payment shall be made to Prudential at the address for payments specified in [Schedule B] to the Agreement, or by such other method or at such other address as Prudential shall specify to the Company in writing for such purpose.

Amendment Fee. In order to induce Lender to enter into this Sixth Amendment, Borrowers agree to pay Lender an amendment fee in the amount of $30,000. Said amendment fee shall be due and payable on the date of the Sixth Amendment and, upon payment, shall be fully earned and nonrefundable.

Fee Disputes. If there is any disagreement concerning the fee charged hereunder, the parties agree to submit that disagreement to binding arbitration with the Fee Arbitration Committee of the State Bar of Arizona. The parties agree that the laws of the State of Arizona will be applied in the event of any fee dispute.

Defaulting Lender Fees. With respect to any fee payable under [Section 2.09] or any Letter of Credit Fee not required to be paid to any Defaulting Lender pursuant to [clause (A) or (B) above], the Borrower shall # pay to each Non-Defaulting Lender that portion of any such fee otherwise payable to such Defaulting Lender with respect to such Defaulting Lender’s participation in L/C Obligations that has been reallocated to such Non-Defaulting Lender pursuant to clause (iv) below, # pay to the L/C Issuer the amount of any such fee otherwise payable to such Defaulting Lender to the extent allocable to the L/C Issuer’s Fronting Exposure to such Defaulting Lender, and # not be required to pay the remaining amount of any such fee.