Until the expiration of the Term Loan Availability Period, Borrower agrees to pay to PNCCM, for the account of each of the Lenders, on a pro rata basis in accordance with their unfunded Commitments, in an amount equal to 0.20% times (1) the average daily undrawn amount of the Loan, times (2) a fraction, the numerator of which is the number of days in such calendar quarter or portion thereof and the denominator of which is 360.
You agree to cause each Borrower to execute any amendment to the Loan Agreement deemed reasonably advisable by PNC Bank and/or PNCCM to effect such changes and that any failure to do so shall be an Event of Default under the Loan Agreement as though fully set forth therein.
Underwriting Fee: $2,156,193.95 (representing two percent (2%) of the aggregate of the Term Loans and the Maximum Revolving Advance Amount (such aggregate, the Credit Facilities)) shall be payable to PNCCM on the Closing, to be allocated to the Lenders as determined by PNCCM, and which shall be fully earned and non-refundable on the Closing.
The rights of PNC Bank and PNCCM under this Fee Letter (including without limitation under this paragraph) shall survive the execution and delivery of, and all borrowings under, the Loan Agreement, and continue in effect until such syndication efforts shall be completed (as determined by PNCCM).
PNC Bank and PNCCM shall be entitled, after consultation with you, to change any or all of the terms, structure, tenor, or pricing (including, without limitation, the fees set forth in this Fee Letter and any and all of the other interest rates and fees set forth in the Loan Agreement) of the financing consisting of the Credit Facilities, if PNC Bank and/or PNCCM determine that such changes are advisable in order to ensure a successful syndication thereof.