The Borrower agrees to pay to KeyBank, Agent, the Joint Arrangers, and the Bookrunner for their own account certain fees for services rendered or to be rendered in connection with the Loans as provided pursuant to that certain Third Amended and Restated Agreement Regarding Fees dated as of even date herewith among the Borrower, KeyBank and KCM (the “Agreement Regarding Fees”) and any fee letters dated on or near the date hereof between the Borrower and the Joint Arrangers (other than KCM). All such fees shall be fully earned when paid and nonrefundable under any circumstances. The Borrower agrees and acknowledges that no proceeds of the Loans will be used to pay any arrangement fees, and Borrower will pay for such fees out of pocket.