Borrower agrees to pay to KeyBank, Agent, Syndication Agent and Arrangers for their own account certain fees for services rendered or to be rendered in connection with the Loans as provided pursuant to a fee letter dated August 27, 2014 among Borrower, KeyBank, Syndication Agent and Arrangers and a fee letter dated March 17, 2016 among Borrower, KeyBank, Syndication Agent and Arrangers (collectively the “Agreement Regarding Fees”).  Any annual agency or administration fee payable under the Agreement Regarding Fees shall be paid on the terms set forth therein.  All such fees shall be fully earned when paid and nonrefundable under any circumstances.