Common use of Exit Fee Clause in Contracts

Exit Fee. Borrower agrees that in all events and under all circumstances, Borrower shall be obligated to pay to ▇▇▇▇▇ Fargo Bank, N.A. an exit fee of an amount equal to one quarter of one percent (0.25%) of the outstanding principal balance of the Loan or (b) in connection with a partial prepayment of the Loan, the principal amount of the Loan being prepaid (the “Exit Fee”), which shall be payable upon (i) any partial prepayment of the Loan by Borrower and (ii) the earlier of (x) the payment by Borrower of the Loan in full, or (y) the Maturity Date (or any acceleration of the Loan following an Event of Default). In furtherance of the foregoing, Borrower acknowledges and agrees that Lender shall have no obligation to accept any payment of the Loan unless and until Borrower shall have also paid the Exit Fee, and Lender shall have no obligation to release any Loan Document upon payment of the Debt unless and until Lender shall have received the entire Exit Fee. Notwithstanding the foregoing or anything herein to the contrary, the Exit Fee shall not be payable with respect to any Principal Payment included in a Monthly Payment Amount. Notwithstanding the foregoing, payment of the Exit Fee shall be waived in the event Borrower refinances the Loan with a new permanent loan from ▇▇▇▇▇ Fargo Bank, N.A. (which may be provided by ▇▇▇▇▇ Fargo Bank, N.A., in its sole discretion).

Exit Fee. Borrower agrees that in (i) In all events and under all circumstancescircumstances (except as otherwise expressly set forth in this Section 2.7(d)), Borrower shall be obligated to pay to ▇▇▇▇▇ Fargo Bank, N.A. Lender an exit fee of an amount equal to one quarter of one percent (0.25%) of the outstanding principal balance of the Loan or (b) in connection with a partial prepayment of the Loan, the principal amount of the Loan being prepaid (the “Exit Fee”)) in an amount equal to 0.50% of the original principal amount of the Loan, which amount shall be payable as follows: (A) upon any (iand each) any partial prepayment of the Loan by in accordance with the terms hereof, in addition to all other amounts payable to Lender hereunder, Borrower shall pay to Lender, on account of the Exit Fee, an amount equal to 0.50% of the amount so prepaid and (iiB) upon repayment in full of the earlier Debt or the acceleration thereof in accordance with the terms of (x) the payment by Borrower any of the Loan in fullDocuments, or Borrower shall pay to Lender the entire Exit Fee which would be due on such date, less any amounts on account thereof previously paid to Lender under the foregoing clause (yA) the Maturity Date (or any acceleration of the Loan following an Event of Default)this subsection. In furtherance of the foregoing, Borrower expressly acknowledges and agrees that (y) Lender shall have no obligation to accept any payment prepayment of the Loan unless and until Borrower shall have also paid the Exit Fee, complied with this Section 2.7(d) and (z) Lender shall have no obligation to release any Loan Document upon payment of the Debt unless and until Lender shall have received the entire Exit Fee. . (ii) Borrower expressly acknowledges and agrees that the Exit Fee (A) shall constitute additional consideration for the Loan, (B) shall be in addition to and not offset by any other amounts due and payable hereunder (including, without limitation and to the extent applicable, the Prepayment Premium) and (iii) shall, upon payment, be the sole and exclusive property of Lender. (iii) Notwithstanding the foregoing or anything herein to the contrarycontrary contained herein or in any other Loan Documents, the Exit Fee shall not be payable with respect to any Principal Payment included in a Monthly Payment Amount. Notwithstanding the foregoing, payment of the no Exit Fee shall be waived payable in the event Borrower refinances connection with a repayment of the Loan with by virtue of a new permanent loan from ▇▇▇▇▇ Fargo Bank, N.A. (which may be refinancing of the Property provided that such refinancing is provided by ▇▇▇▇▇ Fargo Bank, N.A., in its sole discretion)Citibank.

Exit Fee. Borrower agrees that in all events and under all circumstancesOn the Maturity Date or such earlier date on which the Loan is accelerated pursuant to the terms hereof, Borrower shall be obligated to pay to ▇▇▇▇▇ Fargo Bank, N.A. Lender an exit additional fee of an amount equal to one quarter of one one-percent (0.251%) of the outstanding principal balance of the then-current Loan or (b) in connection with a partial prepayment of the Loan, the principal amount of the Loan being prepaid Balance (the “Exit Fee”), which . The Exit Fee shall be payable upon (i) deemed earned when due pursuant to this Section 2.3(b), and shall not be subject to reduction or be refundable under any circumstances. If any partial prepayment repayment of the Loan is made, by Borrower and (ii) prior to the earlier of (x) Maturity Date, other than any Amortization Payment made pursuant to Section 2.8, to the payment extent such prepayment is permitted or required hereunder, then such partial prepayment shall be accompanied by Borrower the portion of the Loan Exit Fee allocable to the amount being so prepaid in fullaccordance with Section 2.10. Upon such partial prepayment, or (y) the amount due on the Maturity Date (or any earlier acceleration of the Loan following an Event of Default). In furtherance shall be reduced by that portion of the foregoingExit Fee previously paid by Borrower to Lender. Notwithstanding anything in this Agreement to the contrary, Borrower acknowledges if and agrees to the extent that the Loan or any portion thereof is repaid with the proceeds of a mortgage loan from Lender (or any Affiliate thereof or syndicate including Lender or any such Affiliate) (provided that Lender (or any Affiliate thereof or syndicate including Lender or any such Affiliate) shall have no obligation to accept any payment of the Loan unless and until Borrower shall have also paid the Exit Feeoffer to provide such financing), and Lender shall have no obligation to release any Loan Document upon payment of the Debt unless and until Lender shall have received the entire Exit Fee. Notwithstanding the foregoing or anything herein to the contrary, then the Exit Fee shall not that would otherwise be payable with respect to any Principal Payment included repayment (or portion thereof) in a Monthly Payment Amountconnection therewith shall be waived. Notwithstanding For the foregoingavoidance of doubt, payment of the no Exit Fee shall is required to be waived paid in the event Borrower refinances the Loan with a new permanent loan from ▇▇▇▇▇ Fargo Bank, N.A. (which may be provided by ▇▇▇▇▇ Fargo Bank, N.A., in its sole discretion).relation to any Amortization Payment made pursuant to Section 2.8.‌

Exit Fee. The Borrower agrees that in all events and under all circumstances, Borrower shall be obligated to pay to the Administrative Agent for the account of the Lenders, an exit fee in an amount equal to 3.00% of the aggregate amount, without duplication, of such ▇▇▇▇▇ Fargo Bank, N.A. an exit fee of an amount equal to one quarter of one percent (0.25%) of the outstanding principal balance of the Loan or (b) in connection with a partial prepayment of the Loan, the principal amount of the Loan being prepaid ▇▇’s New Money Loans (the “Exit Fee” and, together with the Commitment Fee, the “Fees”), which shall be payable upon (i) any partial prepayment fully earned (A) in the case of the Loan by Borrower DIP Tranche 1 Loan, on the funding thereof on the Closing Date, subject to the entry of the Interim Order, and (B) in the case of the DIP Tranche 2 Loan, on the funding thereof, subject to entry of the Final Order and (ii) payable in cash on the earlier of (x) the payment by Borrower of the Loan in full, or (yA) the Maturity Date (including as a result of an acceleration) and (B) the date on which any of the Obligations are paid in part or in full or the Commitments are terminated in part or in full (other than the termination of any Commitment as a result of the funding of New Money Loans. The parties hereto further acknowledge and agree that the Exit Fee shall be presumed to be the liquidated damages sustained by each Lender as a result of the early repayment, prepayment or acceleration of the Loan following an Event of DefaultNew Money Loans (and not intended to act as a penalty or to punish the Obligors for any such repayment, prepayment or acceleration). In furtherance EACH OF THE BORROWER AND THE SUBSIDIARY GUARANTORS EXPRESSLY WAIVE (TO THE FULLEST EXTENT IT MAY LAWFULLY DO SO) THE PROVISIONS OF ANY PRESENT OR FUTURE STATUTE OR LAW THAT PROHIBITS OR MAY PROHIBIT THE COLLECTION OF THE FOREGOING EXIT FEE IN ACCORDANCE WITH THE TERMS HEREOF. The Borrower and the Subsidiary Guarantors expressly agree that (A) the Exit Fee is reasonable and is the product of an arm’s length transaction between sophisticated business people, ably represented by counsel, (B) the foregoingExit Fee shall be payable notwithstanding the then prevailing market rates at the time payment or redemption is made, (C) there has been a course of conduct among the Lenders, the Borrower acknowledges and agrees that Lender shall have no obligation the Subsidiary Guarantors giving specific consideration in this transaction for such agreement to accept any payment of the Loan unless and until Borrower shall have also paid pay the Exit Fee, (D) the Borrower and Lender the Subsidiary Guarantors shall have no obligation be estopped hereafter from claiming differently than as agreed to release any Loan Document upon payment of herein, (E) their respective agreement to pay or guarantee the Debt unless and until Lender shall have received the entire Exit Fee. Notwithstanding the foregoing or anything herein to the contrary, the Exit Fee shall not be payable with respect to any Principal Payment included in a Monthly Payment Amount. Notwithstanding the foregoing, payment of the Exit Fee shall is a material inducement to the Lenders to make the New Money Loans, and (F) the Exit Fee represents a good faith, reasonable estimate and calculation of the lost profits or damages of the Lenders and that it would be waived in impractical and extremely difficult to ascertain the event Borrower refinances actual amount of damages to the Loan with Lenders or profits lost by the Lenders as a new permanent loan from ▇▇▇▇▇ Fargo Bank, N.A. (which may be provided by ▇▇▇▇▇ Fargo Bank, N.A., in its sole discretion)result of such event.

Exit Fee. Borrower agrees that Upon repayment in all events and under all circumstancesfull of any Loan (whether pursuant to Section 6 or Section 14 or otherwise), Borrower shall be obligated to the Borrowers will pay to ▇▇▇▇▇ Fargo Bank, N.A. the Agent an exit fee of an amount equal to one quarter of one percent (0.251.0%) of the outstanding difference between the Committed Amount less any principal balance of the Loan or (b) in connection with a partial prepayment of the Loan, the principal amount of the Loan being prepaid prepayments made pursuant to Section 6.4 hereof (the “Exit Fee”); provided, which however, that Borrowers shall not be payable upon (i) any partial prepayment of the Loan by Borrower and (ii) the earlier of (x) the payment by Borrower of the Loan in full, or (y) the Maturity Date (or any acceleration of the Loan following an Event of Default). In furtherance of the foregoing, Borrower acknowledges and agrees that Lender shall have no obligation required to accept any payment of the Loan unless and until Borrower shall have also paid the Exit Fee, and Lender shall have no obligation to release any Loan Document upon payment of the Debt unless and until Lender shall have received the entire Exit Fee. Notwithstanding the foregoing or anything herein to the contrary, pay the Exit Fee if the Loan is repaid with a new permanent loan provided by Key or an Affiliate of Key or the Loan is repaid with a permanent loan arranged by Key or an affiliate of Key through another investor or lender including, but not limited to, F▇▇▇▇▇ M▇▇, F▇▇▇▇▇▇ Mac, or HUD (each a “Governmental Agency”) (each such permanent loan is referred to herein as a “Permanent Loan”). The Exit Fee shall be deemed to be earned upon the execution of this Agreement but is not be due and payable with respect to any Principal Payment included until repayment in a Monthly Payment Amountfull of the Loan. Notwithstanding the foregoing, payment in the event the Borrowers submit to Key (or an affiliate of Key) a properly completed application for a Permanent Loan and (a) Key (or an affiliate of Key) does not provide a proposal (a “Proposal”) for a Permanent Loan within forty-five (45) days of its receipt of such properly completed application(s) or (b) Borrowers determine that the Proposal is not competitive with other comparable options then available in the market, then Borrowers may seek permanent financing (similar to a Permanent Loan) from other lenders (any such written proposal/term sheet from another lender is referred to as an “Alternative Proposal”). If Borrowers obtain an Alternative Proposal they hereby agree to provide promptly to Key (or an affiliate of Key) such Alternative Proposal (in writing) and Key (or an affiliate of Key) shall have a period of five (5) Business Days after receipt thereof to meet or decline to meet the substantive terms of such Alternative Proposal. In the event Key (or an affiliate of Key) elects in writing to meet the terms of any Alternative Proposal (a “Matched Proposal”) then Borrowers agree to proceed with such Permanent Loan from Key (or an affiliate of Key) as set forth in such Matched Proposal. In the event Key (or an affiliate of Key) declines in writing to meet the terms of any Alternative Proposal then Borrowers may proceed to close such permanent loan consistent with the Alternative Proposal and the Exit Fee shall will thereafter be waived in the event Borrower refinances the Loan with a new permanent loan from ▇▇▇▇▇ Fargo Bank, N.A. (which may be provided by ▇▇▇▇▇ Fargo Bank, N.A., in its sole discretion)waived.

Exit Fee. Borrower agrees that in (a) In all events and under all circumstances, Borrower except as set forth in subsection (b) below, Borrowers shall be obligated to pay to ▇▇▇▇▇ Fargo Bank, N.A. Lender an exit fee of (the “Exit Fee”) in an amount equal to one quarter of one percent $1,395,000,000.00 multiplied by the Applicable Exit Fee Percentage, which amount shall be payable as follows: (0.25%i) of subject to the outstanding principal balance of the Loan or following clause (bii), upon any (and each) in connection with a partial prepayment of the Loan, the principal First Mezzanine Loan, the Second Mezzanine Loan and/or the Third Mezzanine Loan in accordance with the terms hereof, excluding, however, the Mezzanine Prepayments, the Quarterly Deficiency Relinquishment Prepayment, if applicable, and any prepayment with the proceeds of any Minimum Mandatory Prepayment (or any partial payment on account thereof), Non-Qualified Mandatory Prepayment, Additional Non-Qualified Mandatory Prepayment, Release Parcel Release Price, Adjacent Parcel Release Price and/or IP Release Price, if applicable, in addition to all other amounts payable to Lender under Section 2.4 hereof, Borrowers shall pay to Lender, on account of the Exit Fee, an amount equal to one percent (1%) of the amount so prepaid; (ii) upon any (and each) application of any Net Proceeds to the Debt in accordance with the terms of this Agreement, one percent (1%) of the amount thereof shall be retained by Lender on account of the Exit Fee and the balance thereof shall be applied to the Debt; and (iii) upon repayment in full of the Debt or the acceleration thereof in accordance with the terms of any of the Loan being prepaid (Documents, Borrowers shall pay to Lender the “entire Exit Fee”), which shall be payable upon calculated at the Applicable Exit Fee Percentage, less any amounts on account thereof previously paid to Lender under the foregoing clauses (i) any partial prepayment of the Loan by Borrower and and/or (ii) of this Section 2.8; provided, however, that if, upon the earlier of (x) the payment by Borrower repayment in full of the Loan in fullDebt, or the Applicable Exit Fee Percentage is one-half of one percent (y0.50%) rather than one percent (1%), then Borrowers will receive a credit against the Maturity Date (or any acceleration portion of the Loan following an Event Exit Fee then due to make up for any overpayment on account of Default)the Exit Fee under the foregoing clauses (i) and/or (ii) by virtue of having applied a one percent (1%) Applicable Exit Fee Percentage. In furtherance of the foregoing, each Borrower expressly acknowledges and agrees that (A) Lender shall have no obligation to accept any payment prepayment of the Loan Loan, other than the Mezzanine Prepayments, the Quarterly Deficiency Relinquishment Prepayment, if applicable, and any prepayment with the proceeds of any Minimum Mandatory Prepayment (or any partial payment on account thereof), Non-Qualified Mandatory Prepayment, Additional Non-Qualified Mandatory Prepayment, Release Parcel Release Price, Adjacent Parcel Release Price and/or IP Release Price, if applicable, unless and until Borrower Borrowers shall have also paid the Exit Feecomplied with this Section 2.8, and (B) Lender shall have no obligation to release any Loan Document upon payment of the Debt unless and until Lender shall have received the entire Exit Fee. . (b) Notwithstanding the foregoing or anything herein subsection (a) of this Section 2.8, Lender expressly acknowledges and agrees that no Exit Fee shall ever be due to Lender with respect to the contraryMezzanine Prepayments, the Quarterly Deficiency Relinquishment Prepayment, if applicable, or any prepayment with the proceeds of any Minimum Mandatory Prepayment (or any partial payment on account thereof), Non-Qualified Mandatory Prepayment, Additional Non-Qualified Mandatory Prepayment, Release Parcel Release Price, Adjacent Parcel Release Price and/or IP Release Price, if applicable. (c) Each Borrower expressly acknowledges and agrees that the Exit Fee (i) shall not constitute additional consideration for the Loan, and (ii) shall, upon payment, be payable with respect to any Principal Payment included in a Monthly Payment Amount. Notwithstanding the foregoing, payment sole and exclusive property of the Exit Fee shall be waived in the event Borrower refinances the Loan with a new permanent loan from ▇▇▇▇▇ Fargo Bank, N.A. (which may be provided by ▇▇▇▇▇ Fargo Bank, N.A., in its sole discretion)Lender.

Exit Fee. Borrower agrees that in all events and under all circumstances, Borrower shall be obligated to pay to ▇▇▇▇▇ Fargo Bank, N.A. an exit fee of an amount equal to one quarter of one percent Upon (0.25%x) repayment of the outstanding Term A Loans as a result of any Repayment Event, (y) any acceleration of the unpaid principal balance of the Loan Term A Loans (whether by election or (bautomatically) in connection with a partial prepayment upon the occurrence of the Loan, the principal amount an Event of the Loan being prepaid (the “Exit Fee”), which shall be payable upon (i) any partial prepayment of the Loan by Borrower and (ii) the earlier of (x) the payment by Borrower of the Loan in fullDefault pursuant to Section 6.01, or (yz) the Maturity Date (each, an “Exit Fee Event”), the Borrowers shall pay to the Administrative Agent, for the ratable benefit of the Term Loan A Lenders, an Exit Fee in an amount equal to the positive difference, if any, of (i) (A) if such Exit Fee Event occurs on or prior to December 31, 2021, [***] percent ([***]%) or (B) if such Exit Fee Event occurs after December 31, 2021, [***] percent ([***]%), in either case, of the aggregate principal amount of the Term A Loans funded on the Effective Date or any acceleration other time (including any Incremental Term Loans) minus (ii) the sum of (A) the amount of the Loan following Structuring Fee (as defined in the Fee Letter) paid pursuant to Section 2.06(a) and (B) an Event amount equal to the amount of Default). In furtherance interest paid on the Term A Loans comprised of the foregoing, Applicable Margin through and including the date of such Exit Fee Event. EACH BORROWER AND GUARANTOR EXPRESSLY WAIVES (TO THE FULLEST EXTENT IT MAY LAWFULLY DO SO) THE PROVISIONS OF ANY PRESENT OR FUTURE STATUTE OR LAW THAT PROHIBITS OR MAY PROHIBIT THE COLLECTION OF THE FOREGOING EXIT FEE IN CONNECTION WITH ANY SUCH ACCELERATION. Each Borrower acknowledges and Guarantor expressly agrees that Lender shall have no obligation to accept any payment of the Loan unless and until Borrower shall have also paid the Exit Fee, and Lender shall have no obligation to release any Loan Document upon payment of the Debt unless and until Lender shall have received the entire Exit Fee. Notwithstanding the foregoing or anything herein (to the contrary, fullest extent that it may lawfully do so) that: (A) the Exit Fee shall not be payable with respect to any Principal Payment included in a Monthly Payment Amount. Notwithstanding is reasonable and is the foregoingproduct of an arm’s length transaction between sophisticated business people, payment of ably represented by counsel; (B) THE EXIT FEE DOES NOT CONSTITUTE, AND SHALL NOT BE DEEMED OR CONSIDERED TO BE, UNMATURED INTEREST ON ANY LOAN OR OTHER AMOUNT AND NO BORROWER OR GUARANTOR SHALL ARGUE UNDER ANY CIRCUMSTANCE THAT THE EXIT FEE CONSTITUTES UNMATURED INTEREST ON ANY LOAN; (C) the Exit Fee shall be waived payable notwithstanding the then prevailing market rates at the time payment is made; (D) there has been a course of conduct between the Lenders and the Borrowers and Guarantors giving specific consideration in this transaction for such agreement to pay the event Exit US 7362483v.35 Fee; (E) each Borrower refinances and Guarantor shall each be estopped hereafter from claiming differently than as agreed to in this paragraph; and (F) in view of the Loan with impracticability and extreme difficulty of ascertaining actual damages the parties mutually agree that the Exit Fee is a new permanent loan from ▇▇▇▇▇ Fargo Bank, N.A. (which may be provided by ▇▇▇▇▇ Fargo Bank, N.A., in its sole discretion)reasonable calculation of the Lenders’ lost profits as a result of any such prepayments or acceleration.

Exit Fee. Borrower agrees that in all events Following the Fifth Amendment Effective Date and under all circumstancesupon the occurrence of each Trigger Event pursuant to Section 4 below, Borrower shall be obligated to pay to ▇▇▇▇▇▇▇▇ Fargo Bankagrees to pay to each Lender, N.A. an exit in immediately available funds, a fee of an (the “2023 Exit Fee”) in the amount equal to one quarter of one percent (0.25%) 1.50% of the outstanding principal balance amount of each Term Loan actually funded multiplied by (ii) such Lender’s Pro Rata Share; provided, that, if such payment is made after the termination of the Loan or Agreement, each Lender’s Pro Rata Share shall be equal to such Lender’s Pro Rata Share as in effect immediately before the termination of the Loan Agreement. Notwithstanding anything to the contrary, (bx) the 2023 Exit Fee payable to each Lender shall be considered fully earned on the date hereof, subject to the terms of this Agreement and (y) in connection with a partial prepayment no event shall the aggregate 2023 Exit Fee paid to all of the Loan, Lenders exceed 1.50% of the principal amount of the Loan being prepaid Term Loans actually funded (the “Maximum Exit Fee”), which shall be payable upon . For the avoidance of doubt: (i) the 2023 Exit Fee set forth herein shall be in addition to any partial prepayment fee or amount due and payable pursuant to the Fee Letter, the Exit Fee Agreement, the other Loan Documents, or that certain Exit Fee Agreement, dated as of January 5, 2018, by and among SLR, the Loan by Borrower lenders party thereto, and Borrower, and (ii) in no event shall the earlier transactions consummated on or prior to the Fifth Amendment Effective Date in connection with the Borrower’s receipt of Fifth Amendment Net Equity Proceeds, including the issuance, conversion or exercise of such securities, constitute an “Exit Event” for purposes of the fees contemplated pursuant to this Agreement. Borrower expressly agrees (xto the fullest extent that it may lawfully do so) that: (i) the payment 2023 Exit Fee is reasonable and is the product of an arm’s length transaction between sophisticated business people, ably represented by Borrower of the Loan in full, or counsel; (yii) the Maturity Date (or any acceleration of the Loan following an Event of Default). In furtherance of the foregoing, Borrower acknowledges and agrees that Lender shall have no obligation to accept any payment of the Loan unless and until Borrower shall have also paid the Exit Fee, and Lender shall have no obligation to release any Loan Document upon payment of the Debt unless and until Lender shall have received the entire Exit Fee. Notwithstanding the foregoing or anything herein to the contrary, the Exit Fee shall not be payable with respect to any Principal Payment included in a Monthly Payment Amount. Notwithstanding the foregoing, payment of the 2023 Exit Fee shall be waived payable notwithstanding the then prevailing market rates at the time payment is made; (iii) there has been a course of conduct between Agent, Lenders and Borrower giving specific consideration in this transaction for such agreement to pay the event 2023 Exit Fee and (iv) Borrower refinances shall be estopped hereafter from claiming differently than as agreed to in this paragraph. Borrower expressly acknowledges that its agreement to pay the 2023 Exit Fee to Lenders as herein described is a material inducement to Lenders to provide the Term Loan with a new permanent loan from ▇▇▇▇▇ Fargo Bank, N.A. (which may be provided by ▇▇▇▇▇ Fargo Bank, N.A., in its sole discretion).Commitments and make the Term Loans. 

Exit Fee. Borrower agrees that in all events and under all circumstances, Borrower shall be obligated to pay to ▇▇▇▇▇ Fargo Bank, N.A. an exit fee of an amount equal to one quarter of one percent (0.25%A) of the outstanding principal balance of the Loan or (b) in connection with a partial prepayment of the Loan, the principal amount of the Loan being prepaid (the “Exit Fee”), which shall be payable upon (i) any partial prepayment of the Loan by Borrower and (ii) On the earlier of (x) the payment by Borrower of the Loan in full, Maturity Date or (y) if Payment in Full is made prior to the Maturity Date Date, such date that Payment in Full is made (or any acceleration such date, the “Exit Fee Payment Date”), Borrower shall pay to Administrative Agent, for the account of the Loan following an Event of Default). In furtherance of the foregoingLenders, Borrower acknowledges and agrees that Lender shall have no obligation to accept any payment of the Loan unless and until Borrower shall have also paid the Exit Fee, and Lender which fee shall have no obligation to release any been earned, and shall be due and payable, on the Maturity Date. (B) EACH LOAN PARTY EXPRESSLY WAIVES (TO THE FULLEST EXTENT IT MAY LAWFULLY DO SO) THE PROVISIONS OF ANY PRESENT OR FUTURE STATUTE OR LAW THAT PROHIBITS OR MAY PROHIBIT THE COLLECTION OF THE EXIT FEE. Each Loan Document upon payment of the Debt unless and until Lender shall have received the entire Exit Fee. Notwithstanding the foregoing or anything herein Party expressly agrees (to the contrary, fullest extent that it may lawfully do so) that: (A) the Exit Fee shall not be payable with respect to any Principal Payment included in a Monthly Payment Amount. Notwithstanding is reasonable and is the foregoingproduct of an arm’s length transaction between sophisticated business people, payment of ably represented by counsel; (B) THE EXIT FEE SHALL NOT CONSTITUTE, OR BE DEEMED OR CONSIDERED TO BE, UNMATURED INTEREST ON THE LOANS OR OTHER AMOUNT AND NO LOAN PARTY SHALL ARGUE UNDER ANY CIRCUMSTANCE THAT THE EXIT FEE CONSTITUTES UNMATURED INTEREST ON THE LOANS; (C) the Exit Fee shall be waived in payable notwithstanding the event Borrower refinances then prevailing market rates at the time payment is made; (D) there has been a course of conduct between the Lenders and the Loan with Parties giving specific consideration in this transaction for such agreement to pay the Exit Fee; (E) each Loan Party shall be estopped hereafter from claiming differently than as agreed to in this paragraph; and (F) in view of the impracticability and extreme difficulty of ascertaining actual damages, the parties mutually agree that the Exit Fee are a new permanent loan from ▇▇▇▇▇ Fargo Bank, N.A. (which may be provided by ▇▇▇▇▇ Fargo Bank, N.A., in its sole discretion)reasonable calculation of the Lenders’ lost profits as a result of any such prepayments and are not a penalty.

Exit Fee. Borrower agrees that in all events and under all circumstances, Borrower Borrowers shall be obligated to pay to ▇▇▇▇▇ Fargo BankAgent, N.A. for the benefit of all Lenders committed to make Term Loan advances, as compensation for the costs of making funds available to Borrowers under this Agreement an exit fee of an amount equal to one quarter of one percent (0.25%) of the outstanding principal balance of the Loan or (b) in connection with a partial prepayment of the Loan, the principal amount of the Loan being prepaid (the “Exit Fee”), which shall be payable ) calculated in accordance with this subsection and upon (i) any partial prepayment of the Loan by Borrower and (ii) the earlier of (x) the payment by Borrower of the Loan in full, date or (y) the Maturity Date (or any acceleration of the Loan following an Event of Default)dates required under this subsection. In furtherance of the foregoing, Borrower acknowledges and agrees that Lender shall have no obligation to accept any payment of the Loan unless and until Borrower shall have also paid the Exit Fee, and Lender shall have no obligation to release any Loan Document upon payment of the Debt unless and until Lender shall have received the entire Exit Fee. Notwithstanding the foregoing or anything herein to the contrary, the The Exit Fee shall not be payable with equal to 4.0% times the amount of all Term Loans advanced to Borrower under this Agreement. Upon any repayment of any portion of the Term Loan (whether voluntary, involuntary or mandatory) other than scheduled amortization payments (if any), the final payment of principal in respect to any Principal Payment included of the Term Loan and as set forth in Schedule 2.1, a Monthly Payment Amount. Notwithstanding the foregoing, payment portion of the Exit Fee shall be due in the following amount: that percentage which is obtained by dividing the amount prepaid by the then outstanding principal balance of the Term Loan. Any remaining unpaid amount of the Exit Fee shall be due and payable on the Termination Date; provided that if the Term Loans are paid in full as a result of a refinancing of the Term Loans prior to the Maturity Date by Agent and Lenders, the unaccrued portion of the Exit Fee (as reasonably determined by Lenders in accordance with their standard accounting practices) as of the date of such refinancing shall be waived in an amount up to, but not exceeding, fifty percent 50% of the event Borrower refinances aggregate Exit Fee otherwise due and owing under this Agreement upon such refinancing. Except as specifically provided in the Loan previous sentence with respect to a new permanent loan from ▇▇▇▇▇ Fargo Bankrefinancing, N.A. (which may all fees payable pursuant to this paragraph shall be provided by ▇▇▇▇▇ Fargo Bank, N.A., in its sole discretion)deemed fully accrued and earned as of the Closing Date.

Exit Fee. Borrower agrees that in all events and under all circumstances(a) Upon full repayment of the Loan (whether on the Maturity Date, acceleration of the Loan prior to the Maturity Date, or any other date), Borrower shall be obligated to pay to ▇▇▇▇▇ Fargo BankLender the Exit Fee, N.A. unless (a) the Loan is repaid with a permanent loan from Lender or an exit fee Affiliate of an amount equal to one quarter of one percent Lender, or (0.25%b) Lender presents a market competitive proposal for a permanent refinance of the outstanding Project, and Borrower chooses an alternative financing source. Lender’s proposal shall not be deemed “market competitive” if it offers (x) materially less proceeds, (y) a higher interest rate or (iii) a materially more onerous guaranty. The Exit Fee will be fully earned upon repayment of the Loan unless one of the events described in (i) or (ii) this Section is applicable. The Exit Fee shall be in addition to any correspondent’s fee, broker’s fee, financing fee, or similar fee charged in connection with the engagement of Lender or its Affiliate for the purpose of refinancing the Project. (b) Notwithstanding any provision of this Agreement to the contrary, the Exit Fee shall not be payable upon foreclosure of the Mortgage or any other application by Lender of any collateral or other security to the repayment of all or any portion of the unpaid principal balance of the Loan or (b) in connection with a partial prepayment of the Loan, the principal amount of the Loan being prepaid (the “Exit Fee”), which shall be payable upon (i) any partial prepayment of the Loan by Borrower and (ii) the earlier of (x) the payment by Borrower of the Loan in full, or (y) prior to the Maturity Date Date. (or c) Further notwithstanding any acceleration provision of the Loan following an Event of Default). In furtherance of the foregoing, Borrower acknowledges and agrees that Lender shall have no obligation to accept any payment of the Loan unless and until Borrower shall have also paid the Exit Fee, and Lender shall have no obligation to release any Loan Document upon payment of the Debt unless and until Lender shall have received the entire Exit Fee. Notwithstanding the foregoing or anything herein this Agreement to the contrary, the Exit Fee shall not be payable with respect to any Principal Payment included in prepayment occurring as a Monthly Payment Amount. Notwithstanding the foregoing, payment result of the Exit Fee application of any insurance proceeds or condemnation award in accordance with this Agreement; provided, however, such application of proceeds shall be waived in not extend or postpone the event Borrower refinances the Loan with a new permanent loan from ▇▇▇▇▇ Fargo Bank, N.A. (which may be provided by ▇▇▇▇▇ Fargo Bank, N.A., in its sole discretion)due dates of monthly payments due Lender hereunder.

Exit Fee. Borrower agrees So long as the Final DIP Order has been entered, in the event that all or any portion of any Commitment is terminated (other than in connection with the funding of the Loans pursuant to Section 2.01), or all events or any portion of the Loans (including Roll-Up Loans) is repaid or prepaid or required to be repaid or prepaid in any manner and under all circumstancesfor any reason, Borrower including a prepayment pursuant to Section 2.07, a repayment on the Maturity Date pursuant to Section 2.06 following acceleration of the Loans or otherwise, such termination shall be obligated accompanied by a premium (the “Repayment Premium”) payable in cash to pay to ▇▇▇▇▇ Fargo Bank, N.A. an exit fee of the Administrative Agent in an amount equal to one quarter of one percent (0.25%) 5.00% of the outstanding principal balance aggregate amount of the Loan Commitments terminated or the Loans prepaid or repaid, as applicable. If the Loans are accelerated or otherwise become due prior to the Scheduled Maturity Date, in each case as a result of an Event of Default (b) in connection with a partial prepayment including the acceleration of claims by operation of law), the Loan, amount of principal of and premium on the Loans that becomes due and payable shall automatically equal 100% of the principal amount of the Loan being prepaid Loans plus the Repayment Premium as if such acceleration or other occurrence were a voluntary prepayment of the Loans or otherwise becoming due, and such Repayment Premium shall constitute part of the Obligations, in view of the impracticability and extreme difficulty of ascertaining actual damages and by mutual agreement of the parties as to a reasonable calculation of each Lender’s loss as a result thereof. Any premium payable above shall be presumed to be the liquidated damages sustained by each Lender and the Borrower agrees that it is reasonable under the circumstances currently existing. THE BORROWER EXPRESSLY WAIVES (TO THE FULLEST EXTENT IT MAY LAWFULLY DO SO) THE PROVISIONS OF ANY PRESENT OR FUTURE STATUTE OR LAW THAT PROHIBITS OR MAY PROHIBIT THE COLLECTION OF THE APPLICABLE PREMIUM IN CONNECTION WITH ANY SUCH ACCELERATION. The Borrower expressly agrees (to the “Exit Fee”)fullest extent it may lawfully do so) that: (A) the Repayment Premium is reasonable and is the product of an arm’s length transaction between sophisticated business people, which ably represented by counsel; (B) the Repayment Premium shall be payable upon (i) any partial prepayment of notwithstanding the Loan by Borrower then prevailing market rates at the time payment is made; and (iiC) there has been a course of conduct between the Lenders and the Borrower giving specific consideration in this transaction for such agreement to pay the Repayment Premium and (D) the earlier of (x) the payment by Borrower of the Loan in full, or (y) the Maturity Date (or any acceleration of the Loan following an Event of Default). In furtherance of the foregoing, Borrower acknowledges and agrees that Lender shall have no obligation to accept any payment of the Loan unless and until Borrower shall have also paid the Exit Fee, and Lender shall have no obligation be estopped hereafter from claiming differently than as agreed to release any Loan Document upon payment of the Debt unless and until Lender shall have received the entire Exit Fee. Notwithstanding the foregoing or anything herein to the contrary, the Exit Fee shall not be payable with respect to any Principal Payment included in a Monthly Payment Amount. Notwithstanding the foregoing, payment of the Exit Fee shall be waived in the event Borrower refinances the Loan with a new permanent loan from ▇▇▇▇▇ Fargo Bank, N.A. (which may be provided by ▇▇▇▇▇ Fargo Bank, N.A., in its sole discretion)this paragraph.

Exit Fee. (i) To the extent any MOIC Trigger Event occurs prior to the date that is the eighteen (18) month anniversary of the Closing Date, the Borrower agrees that in all events and under all circumstances, Borrower Representative shall be obligated to pay to ▇▇▇▇▇ Fargo Bankthe Term Agent for the account of the Term Lenders a fee equal to an amount necessary to meet the Minimum MOIC Amount. To the extent any MOIC Trigger Event occurs on or after the eighteen (18) month anniversary of the Closing Date, N.A. an exit the Borrower Representative shall pay to the Term Agent for the account of the Term Lenders a fee of in an amount equal to one quarter of one percent $1,200,000 (0.25%) of the outstanding principal balance of “MOIC Fee”, together with the Loan or (b) in connection with a partial prepayment of the LoanMinimum MOIC Amount, the principal amount of the Loan being prepaid (the “Exit Fee”), which shall be payable upon (i) any partial prepayment of ; provided that the Loan by Borrower and (ii) the earlier of (x) the payment by Borrower of the Loan in full, or (y) the Maturity Date (or any acceleration of the Loan following an Event of Default). In furtherance of the foregoing, Borrower acknowledges and agrees that Lender shall have no obligation to accept any payment of the Loan unless and until Borrower shall have also paid the Exit Fee, and Lender shall have no obligation to release any Loan Document upon payment of the Debt unless and until Lender shall have received the entire Exit Fee. Notwithstanding the foregoing or anything herein to the contrary, the Exit MOIC Fee shall not be payable with respect to any Principal Payment included MOIC Trigger Event that does not relate to the Initial Term Loans. The Exit Fee shall be fully earned on the Closing Date and due and payable immediately upon the occurrence of any MOIC Trigger Event. The Exit Fee shall be in addition to any reimbursement obligations or other amounts payable in connection with the Loan Documents. (ii) Notwithstanding anything in this Agreement to the contrary, it is understood and agreed that if the Term Loans and/or the related Obligations are accelerated for any reason, including because of default or the commencement of any Insolvency Proceeding or by operation of law or otherwise, the Exit Fee shall automatically be due and payable upon the occurrence of the events set forth in Sections 1.8(cd)(i) in accordance with the terms hereof as though such Indebtedness was voluntarily prepaid or repaid at such time and shall constitute part of the Obligations, whether due to acceleration pursuant to the terms of this Agreement (in which case it shall be due immediately, upon the giving of notice to the Borrower Representative in accordance with Section 6.2(b), or automatically, in accordance with Section 6.2(a), by operation of law or otherwise (including, without limitation, on account of any Bankruptcy Event or any other MOIC Trigger Event (including without limitation, a Monthly Payment AmountBankruptcy Event occurring automatically upon any Borrower or any other Loan Party becoming insolvent within the meaning of 11 U.S.C. §101(32)), in view of the impracticability and extreme difficulty of ascertaining the actual amount of damages to the Term Lenders or profits lost by the Term Lenders as a result of such acceleration, and by mutual agreement of the parties as to a reasonable estimation and calculation of the lost profits or damages of the Term Lenders as a result thereof)). Notwithstanding Any Exit Fee payable pursuant to the foregoingLoan Documents shall be presumed to be the liquidated damages sustained by each Term Lender as the result of the applicable MOIC Trigger Event and each Borrower agrees that the Exit Fee is reasonable under the circumstances currently existing. All parties to this Agreement agree and acknowledge that the Term Lenders will have suffered damages on account of the MOIC Trigger Event and that, payment in view of the difficulty in ascertaining the amount of such damages, the Exit Fee constitutes reasonable compensation and liquidated damages to compensate the Term Lenders on account thereof. In the event the Obligations are reinstated in connection with or following any applicable MOIC Trigger Event, it is understood and agreed that the Obligations shall include any Exit Fee payable in accordance with the Loan Documents. The Exit Fee shall also be payable in the event the Obligations are satisfied or released by foreclosure (whether by power of judicial proceeding), deed in lieu of foreclosure or by any other similar means. If the Exit Fee becomes due and payable pursuant to the Loan Documents and is not paid when due, the Exit Fee shall be waived deemed to be principal of the Term Loans and Obligations under the Loan Documents and interest shall accrue on the full principal amount of the Term Loans (including on the Exit Fee) from and after the applicable MOIC Trigger Event. In the event that any Exit Fee is determined not to be due and payable by order of any court of competent jurisdiction, including, without limitation, by operation of the Bankruptcy Code, despite such a triggering event having occurred, the Exit Fee shall nonetheless constitute Obligations under this Agreement and the Loan Documents for all purposes hereunder and thereunder. EACH BORROWER HEREBY WAIVES THE PROVISIONS OF ANY PRESENT OR FUTURE STATUTE OR LAW THAT PROHIBITS OR MAY PROHIBIT THE COLLECTION OF THE EXIT FEE AND ANY DEFENSE TO PAYMENT, WHETHER SUCH DEFENSE MAY BE BASED IN PUBLIC POLICY, AMBIGUITY, OR OTHERWISE. Each Borrower, Term Agent and the Term Lenders acknowledge and agree that any Exit Fee due and payable in accordance with the Loan Documents does not and shall not be deemed to constitute unmatured interest, whether under Section 502(b)(2) of the Bankruptcy Code or otherwise. Each Borrower further acknowledges and agrees, and waives any argument to the contrary, that payment of such amount does not constitute a penalty or an otherwise unenforceable or invalid obligation. The parties have agreed on the Exit Fee because it captures the attractiveness of the Investment and the opportunity cost to each Lender for its capital Investment because each Lender is an investment fund with limited ability to recycle capital and the Exit Fee reflects the parties’ view on risk return. All parties to this Agreement agree (and each person that accepts or assumes an interest in the event Term Loans or Obligations from time to time by their acceptance or assumption of such Term Loan or interest through an Assignment agrees) that the Exit Fee is not to be construed as part of a headline interest rate, but instead compensation specifically reflecting the Term Lenders’ agreement to forego receiving additional compensation, fees and pricing on the Closing Date in return for the Borrower refinances Representative’s agreement (on behalf of itself and each other Borrower) to pay the Exit Fee and that the payment of such amounts reflect each Term Lender’s capital anticipated to be returned for the specific investment of the Term Lender’s capital after taking into account the relative risk of the investment and agreement to receive a cash payment of that portion of their compensation at a date later than the Closing Date. Each Borrower expressly acknowledges and agrees that, prior to executing this Agreement, it has had the opportunity to review, evaluate, and negotiate the Exit Fee and the calculations thereof with its advisors, and that (i) the Exit Fee are each reasonable and each is the product of an arm’s-length transaction between sophisticated business people, ably represented by counsel, (ii) the Exit Fee shall be payable notwithstanding the then prevailing market rates at the time payment is made, (iii) there has been a course of conduct between the Term Lenders and the Loan with Parties giving specific consideration in this transaction for such agreement to pay the Exit Fee, (iv) the Borrower shall be estopped hereafter from claiming differently than as agreed to in this Section 1.8(cd), (v) the Borrower Representative’s (on behalf of itself and each other Borrower) agreement to pay the Exit Fee is a new permanent loan from ▇▇▇▇▇ Fargo Bankmaterial inducement to the Term Lender’s agreement to fund the Term Loans, N.A. and (which may vi) the Exit Fee represent a good faith, reasonable estimate and calculation of the lost profits, losses or other damages of the Term Lenders and that it would be provided impractical and extremely difficult to ascertain the actual amount of damages to the Term Lenders or profits lost by ▇▇▇▇▇ Fargo Bank, N.A., in its sole discretion)the Term Lenders as a result of any such applicable MOIC Trigger Event.

Exit Fee. Borrower agrees that in all events and under all circumstances, Borrower shall be obligated to pay to ▇W▇▇▇▇ Fargo Bank, N.A. an exit fee of an amount equal to one quarter of one percent (0.25%) of the outstanding principal balance of the Loan or (b) in connection with a partial prepayment of the Loan, the principal amount of the Loan being prepaid (the “Exit Fee”), which shall be payable upon (i) any partial prepayment of the Loan by Borrower and (ii) the earlier of (x) the payment by Borrower of the Loan in full, or (y) the Maturity Date (or any acceleration of the Loan following an Event of Default). In Default).In furtherance of the foregoing, Borrower acknowledges and agrees that Lender shall have no obligation to accept any payment of the Loan unless and until Borrower shall have also paid the Exit Fee, and Lender shall have no obligation to release any Loan Document upon payment of the Debt unless and until Lender shall have received the entire Exit Fee. Notwithstanding the foregoing or anything herein to the contrary, the Exit Fee shall not be payable with respect to any Principal Payment included in a Monthly Payment Amount. Notwithstanding the foregoing, payment of the Exit Fee shall be waived in the event Borrower refinances the Loan with a new permanent loan from ▇W▇▇▇▇ Fargo Bank, N.A. (which may be provided by ▇W▇▇▇▇ Fargo Bank, N.A., in its sole discretion).

Exit Fee. Borrower agrees that in all events and under all circumstances, Borrower shall be obligated to pay to ▇▇▇▇▇ Fargo Bank, N.A. an A non-refundable exit fee of an amount equal to one quarter of one percent (0.25%) of the outstanding principal balance of the Loan or (b) in connection with a partial prepayment of the Loan, the principal amount of the Loan being prepaid (the “Exit Fee”) in an amount equal to the Exit Fee Amount (as hereinafter defined), which fee shall be earned in full on the Closing Date and due and payable upon on the date the Loans are paid in full (the “Exit Date”). For purposes of this Fee Letter, (i) any partial prepayment “Exit Fee Amount” means, the amount, if any, when paid to the Lenders on the Exit Date, that will result in the internal annual rate of return to the Loan Lenders with respect to the Loans (the “IRR”) on the Exit Date, as determined by Borrower the Administrative Agent pursuant to the IRR Calculation (as hereinafter defined), being equal to, but no greater than, 20.0% (the “Target IRR”); provided, that in no event shall the Exit Fee Amount be less than zero or greater than $11,790,000, and (ii) “IRR Calculation” means that the earlier IRR is to be calculated as the rate of return earned by the Lenders on their initial investment in the Loans (xto be calculated as the Obsidian Agency Services, Inc. as of October 18, 2012 principal amount of the Loans less the Closing Fee) through the Exit Date taking into account the payment by the Borrower to the Lenders of all principal, interest and other payments to the Lenders pursuant to the Credit Agreement. Attached hereto as Annex A are illustrative examples of the Loan IRR Calculation. The Borrower shall pay all amounts due and payable hereunder to the Administrative Agent not later than 12:00 noon (New York City time) on the day when due, in full, or (y) the Maturity Date (or any acceleration lawful money of the Loan following an Event United States of Default)America and in immediately available funds. In furtherance of All payments shall be made by the foregoingBorrower without set-off, counterclaim, deduction or other defense to the Administrative Agent and the Lenders. The Borrower hereby acknowledges and agrees that Lender (i) the fees payable hereunder are fully earned on the specific dates set forth herein for such fees and non-refundable on the date such fees are due and payable as provided above, (ii) such fees constitute Obligations and are in addition to any other fees payable by the Borrower under the Credit Agreement or any other Loan Document, and (iii) this letter agreement shall have no obligation constitute a “Loan Document”. This letter agreement is the Fee Letter referred to accept any payment in the Credit Agreement, shall be construed under and governed by the laws of the Loan unless and until Borrower shall have also paid the Exit FeeState of New York, and Lender may be executed in any number of counterparts and by different parties on separate counterparts. Each of such counterparts shall have no obligation be deemed to release any Loan Document upon payment be an original, and all of such counterparts, taken together, shall constitute but one and the same agreement. Delivery of an executed counterpart of this letter by telefacsimile or electronic mail shall be equally effective as delivery of a manually executed counterpart. This letter agreement may not be amended or otherwise modified unless the same shall be in writing and signed by the parties hereto. If this letter agreement becomes the subject of a dispute, each of the Debt unless and until Lender shall have received the entire Exit Feeparties hereto hereby waives trial by jury. Notwithstanding the foregoing The contents of this letter are confidential. Except as required by law, statute, rule, regulation or anything herein to the contraryvalid judicial process, the Exit Fee this letter shall not be payable with respect disclosed or displayed or its contents otherwise disclosed to any Principal Payment included in a Monthly Payment Amount. Notwithstanding third Person (other than counsel to the foregoing, payment Borrower and the Borrower’s auditors) without the prior written consent of the Exit Fee shall be waived in the event Borrower refinances the Loan with Administrative Agent. Very truly yours, HILL INTERNATIONAL, INC., a new permanent loan from Delaware corporation By: /s/ ▇▇▇▇ ▇▇▇▇▇▇▇ Fargo Bank, N.A. (which may be provided by III Name: ▇▇▇▇ ▇▇▇▇▇▇▇ Fargo BankIII Title: Chief Financial Officer Accepted and agreed to as of the date first above written: OBSIDIAN AGENCY SERVICES, N.A.INC., in its sole discretion).as Administrative Agent By: /s/ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ Name: ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ Title: Managing Partner Baseline IRR Calculation The Baseline IRR Calculation Assumes:

Exit Fee. (i) To the extent any MOIC Trigger Event occurs prior to the date that is the eighteen (18) month anniversary of the Closing Date, the Borrower agrees that in all events and under all circumstances, Borrower Representative shall be obligated to pay to ▇▇▇▇▇ Fargo Bankthe Term Agent for the account of the Term Lenders a fee equal to an amount necessary to meet the Minimum MOIC Amount. To the extent any MOIC Trigger Event occurs on or after the eighteen (18) month anniversary of the Closing Date, N.A. an exit the Borrower Representative shall pay to the Term Agent for the account of the Term Lenders a fee of in an amount equal to one quarter of one percent $1,200,000 (0.25%) of the outstanding principal balance of “MOIC Fee”, together with the Loan or (b) in connection with a partial prepayment of the LoanMinimum MOIC Amount, the principal amount of the Loan being prepaid (the “Exit Fee”), which shall be payable upon (i) any partial prepayment of ; provided that the Loan by Borrower and (ii) the earlier of (x) the payment by Borrower of the Loan in full, or (y) the Maturity Date (or any acceleration of the Loan following an Event of Default). In furtherance of the foregoing, Borrower acknowledges and agrees that Lender shall have no obligation to accept any payment of the Loan unless and until Borrower shall have also paid the Exit Fee, and Lender shall have no obligation to release any Loan Document upon payment of the Debt unless and until Lender shall have received the entire Exit Fee. Notwithstanding the foregoing or anything herein to the contrary, the Exit MOIC Fee shall not be payable with respect to any Principal Payment included MOIC Trigger Event that does not relate to the Initial Term Loans. The Exit Fee shall be fully earned on the Closing Date and due and payable immediately upon the occurrence of any MOIC Trigger Event. The Exit Fee shall be in addition to any reimbursement obligations or other amounts payable in connection with the Loan Documents. (ii) Notwithstanding anything in this Agreement to the contrary, it is understood and agreed that if the Term Loans and/or the related Obligations are accelerated for any reason, including because of default or the commencement of any Insolvency Proceeding or by operation of law or otherwise, the Exit Fee shall automatically be due and payable upon the occurrence of the events set forth in Sections 1.8(c)(i) in accordance with the terms hereof as though such Indebtedness was voluntarily prepaid or repaid at such time and shall constitute part of the Obligations, whether due to acceleration pursuant to the terms of this Agreement (in which case it shall be due immediately, upon the giving of notice to the Borrower Representative in accordance with Section 6.2(b), or automatically, in accordance with Section 6.2(a), by operation of law or otherwise (including, without limitation, on account of any Bankruptcy Event or any other MOIC Trigger Event (including without limitation, a Monthly Payment AmountBankruptcy Event occurring automatically upon any Borrower or any other Loan Party becoming insolvent within the meaning of 11 U.S.C. §101(32)), in view of the impracticability and extreme difficulty of ascertaining the actual amount of damages to the Term Lenders or profits lost by the Term Lenders as a result of such acceleration, and by mutual agreement of the parties as to a reasonable estimation and calculation of the lost profits or damages of the Term Lenders as a result thereof)). Notwithstanding Any Exit Fee payable pursuant to the foregoingLoan Documents shall be presumed to be the liquidated damages sustained by each Term Lender as the result of the applicable MOIC Trigger Event and each Borrower agrees that the Exit Fee is reasonable under the circumstances currently existing. All parties to this Agreement agree and acknowledge that the Term Lenders will have suffered damages on account of the MOIC Trigger Event and that, payment in view of the difficulty in ascertaining the amount of such damages, the Exit Fee constitutes reasonable compensation and liquidated damages to compensate the Term Lenders on account thereof. In the event the Obligations are reinstated in connection with or following any applicable MOIC Trigger Event, it is understood and agreed that the Obligations shall include any Exit Fee payable in accordance with the Loan Documents. The Exit Fee shall also be payable in the event the Obligations are satisfied or released by foreclosure (whether by power of judicial proceeding), deed in lieu of foreclosure or by any other similar means. If the Exit Fee becomes due and payable pursuant to the Loan Documents and is not paid when due, the Exit Fee shall be waived deemed to be principal of the Term Loans and Obligations under the Loan Documents and interest shall accrue on the full principal amount of the Term Loans (including on the Exit Fee) from and after the applicable MOIC Trigger Event. In the event that any Exit Fee is determined not to be due and payable by order of any court of competent jurisdiction, including, without limitation, by operation of the Bankruptcy Code, despite such a triggering event having occurred, the Exit Fee shall nonetheless constitute Obligations under this Agreement and the Loan Documents for all purposes hereunder and thereunder. EACH BORROWER HEREBY WAIVES THE PROVISIONS OF ANY PRESENT OR FUTURE STATUTE OR LAW THAT PROHIBITS OR MAY PROHIBIT THE COLLECTION OF THE EXIT FEE AND ANY DEFENSE TO PAYMENT, WHETHER SUCH DEFENSE MAY BE BASED IN PUBLIC POLICY, AMBIGUITY, OR OTHERWISE. Each Borrower, Term Agent and the Term Lenders acknowledge and agree that any Exit Fee due and payable in accordance with the Loan Documents does not and shall not be deemed to constitute unmatured interest, whether under Section 502(b)(2) of the Bankruptcy Code or otherwise. Each Borrower further acknowledges and agrees, and waives any argument to the contrary, that payment of such amount does not constitute a penalty or an otherwise unenforceable or invalid obligation. The parties have agreed on the Exit Fee because it captures the attractiveness of the Investment and the opportunity cost to each Lender for its capital Investment because each Lender is an investment fund with limited ability to recycle capital and the Exit Fee reflects the parties’ view on risk return. All parties to this Agreement agree (and each person that accepts or assumes an interest in the event Term Loans or Obligations from time to time by their acceptance or assumption of such Term Loan or interest through an Assignment agrees) that the Exit Fee is not to be construed as part of a headline interest rate, but instead compensation specifically reflecting the Term Lenders’ agreement to forego receiving additional compensation, fees and pricing on the Closing Date in return for the Borrower refinances Representative’s agreement (on behalf of itself and each other Borrower) to pay the Exit Fee and that the payment of such amounts reflect each Term Lender’s capital anticipated to be returned for the specific investment of the Term Lender’s capital after taking into account the relative risk of the investment and agreement to receive a cash payment of that portion of their compensation at a date later than the Closing Date. Each Borrower expressly acknowledges and agrees that, prior to executing this Agreement, it has had the opportunity to review, evaluate, and negotiate the Exit Fee and the calculations thereof with its advisors, and that (i) the Exit Fee are each reasonable and each is the product of an arm’s-length transaction between sophisticated business people, ably represented by counsel, (ii) the Exit Fee shall be payable notwithstanding the then prevailing market rates at the time payment is made, (iii) there has been a course of conduct between the Term Lenders and the Loan with Parties giving specific consideration in this transaction for such agreement to pay the Exit Fee, (iv) the Borrower shall be estopped hereafter from claiming differently than as agreed to in this Section 1.8(c), (v) the Borrower Representative’s (on behalf of itself and each other Borrower) agreement to pay the Exit Fee is a new permanent loan from ▇▇▇▇▇ Fargo Bankmaterial inducement to the Term Lender’s agreement to fund the Term Loans, N.A. and (which may vi) the Exit Fee represent a good faith, reasonable estimate and calculation of the lost profits, losses or other damages of the Term Lenders and that it would be provided impractical and extremely difficult to ascertain the actual amount of damages to the Term Lenders or profits lost by ▇▇▇▇▇ Fargo Bank, N.A., in its sole discretion)the Term Lenders as a result of any such applicable MOIC Trigger Event.

Exit Fee. Borrower agrees that in (a) In all events and under all circumstances, Borrower except as set forth in subsection (b) below, Borrowers shall be obligated to pay to ▇▇▇▇▇ Fargo Bank, N.A. Lender an exit fee of an amount equal to one quarter of one percent (0.25%) of the outstanding principal balance of the Loan or (b) in connection with a partial prepayment of the Loan, the principal amount of the Loan being prepaid (the “Exit Fee”)) in an amount equal to the original principal amount of the Loan multiplied by the Applicable Exit Fee Percentage, which amount shall be payable upon as follows: (i) subject to the following clause (ii), upon any (and each) partial prepayment of the Loan by Borrower and in accordance with the terms hereof, excluding, however, any prepayment with the proceeds of any Minimum Mandatory Prepayment (or any partial payment on account thereof), Non-Qualified Mandatory Prepayment, Additional Non-Qualified Mandatory Prepayment, Release Parcel Release Price, Adjacent Parcel Release Price and/or IP Release Price, if applicable, in addition to all other amounts payable to Lender under Section 2.4 hereof, Borrowers shall pay to Lender, on account of the Exit Fee, an amount equal to one percent (1%) of the amount so prepaid; (ii) upon any (and each) application of any Net Proceeds to the earlier Debt in accordance with the terms of this Agreement, one percent (x1%) of the payment amount thereof shall be retained by Borrower Lender on account of the Exit Fee and the balance thereof shall be applied to the Debt; and (iii) upon repayment in full of the Debt or the acceleration thereof in accordance with the terms of any of the Loan Documents, Borrowers shall pay to Lender the entire Exit Fee, calculated at the Applicable Exit Fee Percentage, less any amounts on account thereof previously paid to Lender under the foregoing clauses (i) and/or (ii) of this Section 2.8; provided, however, that if, upon the repayment in full, or (y) the Maturity Date (or any acceleration full of the Loan following an Event Debt, the Applicable Exit Fee Percentage is one-half of Defaultone percent (0.50%) rather than one percent (1%), then Borrowers will receive a credit against the portion of the Exit Fee then due to make up for any overpayment on account of the Exit Fee under the foregoing clauses (i) and/or (ii) by virtue of having applied a one percent (1%) Applicable Exit Fee Percentage. In furtherance of the foregoing, each Borrower expressly acknowledges and agrees that (A) Lender shall have no obligation to accept any payment prepayment of the Loan Loan, other than any prepayment with the proceeds of any Minimum Mandatory Prepayment (or any partial payment on account thereof), Non-Qualified Mandatory Prepayment, Additional Non-Qualified Mandatory Prepayment, Release Parcel Release Price, Adjacent Parcel Release Price and/or IP Release Price, if applicable, unless and until Borrower Borrowers shall have also paid the Exit Feecomplied with this Section 2.8, and (B) Lender shall have no obligation to release any Loan Document upon payment of the Debt unless and until Lender shall have received the entire Exit Fee. . (b) Notwithstanding the foregoing or anything herein to the contrarysubsection (a) of this Section 2.8, the Lender expressly acknowledges and agrees that no Exit Fee shall not ever be payable due to Lender with respect to any Principal Payment included in a Monthly Payment Amount. Notwithstanding prepayment with the foregoingproceeds of any Minimum Mandatory Prepayment (or any partial payment on account thereof), payment of Non-Qualified Mandatory Prepayment, Additional Non-Qualified Mandatory Prepayment, Release Parcel Release Price, Adjacent Parcel Release Price and/or IP Release Price, if applicable. (c) Each Borrower expressly acknowledges and agrees that the Exit Fee (i) shall constitute additional consideration for the Loan, and (ii) shall, upon payment, be waived in the event Borrower refinances the Loan with a new permanent loan from ▇▇▇▇▇ Fargo Bank, N.A. (which may be provided by ▇▇▇▇▇ Fargo Bank, N.A., in its sole discretion)and exclusive property of Lender.

Exit Fee. Borrower agrees that in (a) In all events and under all circumstances, Borrower Borrowers shall (in addition to all other amounts which may then be payable to Lender hereunder) be obligated to pay to ▇▇▇▇▇ Fargo Bank, N.A. Lender an exit fee of an amount equal to one quarter of one percent (0.25%) of the outstanding principal balance of the Loan or (b) in connection with a partial prepayment of the Loan, the principal amount of the Loan being prepaid (the “Exit Fee”), which shall be payable upon ) as follows: (i) subject to the following clauses (ii) and (iii) upon any (and each) partial prepayment of the Loan by Borrower and (iiincluding, without limitation, any voluntary prepayment pursuant to the provisions of Section 2.4 (including, without limitation, any prepayment made from the proceeds of any Release Parcel Price or IP Release Price) or otherwise, any involuntary prepayment pursuant to the earlier provisions of (x) Section 7.6.3 or otherwise, and/or any application of amounts to the payment by Borrower of the Loan in full, or (y) the Maturity Date (Debt or any acceleration of the Loan portion thereof following an Event of Default), Borrowers shall pay an Exit Fee in an amount equal to two and one half percent (2.50%) of the principal amount prepaid or repaid; (ii) upon any (and each) application of any Net Proceeds to the Debt in accordance with the terms of this Agreement, a portion of the Net Proceeds in an amount equal to two and one half percent (2.50%) of such Net Proceeds shall be applied to the Exit Fee with the balance of such Net Proceeds being applied to the Debt; and (iii) upon any repayment in full of the Debt or the acceleration thereof in accordance with the terms hereof or of any other Loan Documents, Borrowers shall pay to Lender an Exit Fee equal to the principal amount of the Debt so repaid multiplied by two and one-half percent (2.50%). In furtherance of the foregoing, each Borrower expressly acknowledges and agrees that (A) Lender shall have no obligation to accept any payment prepayment of the Loan unless and until Borrower Borrowers shall have also paid the Exit Feecomplied with this Section 2.8, and (B) Lender shall have no obligation to release any Loan Document upon payment of the Debt unless and until Lender shall have received the entire Exit Fee. Notwithstanding the foregoing or anything herein to the contrarycontrary set forth herein, from and after the Exit Fee shall not be payable with respect to date on which any Principal Payment included in a Monthly Payment Amount. Notwithstanding the foregoing, payment portion of the Exit Fee membership interests in any of the Borrowers, First Mezzanine Borrowers, Second Mezzanine Borrowers or Third Mezzanine Borrowers is Transferred in connection with the First Mezzanine Lender’s, Second Mezzanine Lender’s or Third Mezzanine Lender’s enforcement of its remedies (whether by judicial foreclosure, strict foreclosure, public or private sale or any transfer in lieu of foreclosure) under the applicable loan documents, all references in this Section 2.8 to two and one-half percent (2.50%) shall be waived in the event Borrower refinances the Loan with a new permanent loan from ▇▇▇▇▇ Fargo Bank, N.A. thereafter refer instead to four and one-half percent (which may be provided by ▇▇▇▇▇ Fargo Bank, N.A., in its sole discretion4.50%).

Exit Fee. Borrower agrees that in all events and under all circumstances, Borrower shall be obligated to pay to ▇▇▇▇▇ Fargo Bank, N.A. an exit fee of an amount equal to one quarter of one percent (0.25%) of (a) the outstanding principal balance of the Loan or (b) in connection with a partial prepayment of the Loan, the principal amount of the Loan being prepaid (the “Exit Fee”), which shall be payable upon (i) any partial prepayment of the Loan by Borrower and (ii) the earlier of (x) the payment by Borrower of the Loan in full, or (y) the Maturity Date (or any acceleration of the Loan following an Event of Default). In furtherance of the foregoing, Borrower acknowledges and agrees that Lender shall have no obligation to accept any payment of the Loan unless and until Borrower shall have also paid the Exit Fee, and Lender shall have no obligation to release any Loan Document upon payment of the Debt unless and until Lender shall have received the entire Exit Fee. Notwithstanding the foregoing or anything herein to the contrary, the Exit Fee shall not be payable with respect to any Principal Payment included in reduction of the principal amount of the Loan as a Monthly Payment Amountresult of the application of any Net Proceeds. Notwithstanding the foregoing, payment of the Exit Fee shall be waived in the event Borrower refinances the Loan with a new permanent loan from ▇▇▇▇▇ Fargo Bank, N.A. (which may be provided by ▇▇▇▇▇ Fargo Bank, N.A., in its sole discretion).

Exit Fee. Borrower agrees that Borrowers, Guarantors and CapitalSource acknowledge and agree that, pursuant to the Loan Sale Agreement, CapitalSource is purchasing from CSFB, at a certain discounted rate, all of CSFB's right, title and interest in all events the Loans. Borrowers, Guarantors and CapitalSource have agreed that, so long as no Default or Event of Default exists hereunder or under all circumstances, Borrower shall be obligated to pay to ▇▇▇▇▇ Fargo Bank, N.A. an exit fee of an amount equal to one quarter of one percent (0.25%) any of the outstanding principal balance other Loan Documents and the Loans are repaid, in full, as and when required by the terms of the Loan or (b) in connection with a partial prepayment of the LoanDocuments and this Second Master Modification Agreement, the principal amount of the Loan being prepaid (the “Exit Fee”), which shall be payable upon (i) any partial prepayment upon repayment of the Loan by Borrower Loans, Borrowers will be entitled to share in a portion of such discount as provided in Section 9.3 hereof, and (ii) interest shall accrue on the earlier Loans on the basis of Applicable Principal Balance of each Loan. If, EXHIBIT 10.1 however, as a Default or Event of Default occurs hereunder or under any of the other Loan Documents (xafter giving effect to any grace or notice period) or the payment Loans are not repaid, in full, as and when required by Borrower the terms of the Loan in fullDocuments and this Second Master Modification Agreement, or then Borrowers and Guarantors shall pay to CapitalSource, on demand, an additional amount (yherein, the "Exit Fee") equal to the sum of (i) the Maturity Date aggregate Discount Amounts set forth on Exhibit "N" attached hereto, (ii) plus interest on the sum of such Discount Amounts from the date of Default or any acceleration of the Loan following an Event of Default). In furtherance of Default at the foregoing, Borrower acknowledges and agrees that Lender shall have no obligation to accept any payment of the Loan unless and until Borrower shall have also paid the Exit Fee, and Lender shall have no obligation to release any Loan Document upon payment of the Debt unless and until Lender shall have received the entire Exit Fee. Notwithstanding the foregoing rate or anything herein to the contrary, the Exit Fee shall not be payable with respect to any Principal Payment included in a Monthly Payment Amount. Notwithstanding the foregoing, payment of the Exit Fee shall be waived rates specified in the event Borrower refinances the applicable Loan with a new permanent loan from ▇▇▇▇▇ Fargo Bank, N.A. (which may be provided by ▇▇▇▇▇ Fargo Bank, N.A., in its sole discretion)Documents.

Exit Fee. Borrower agrees that in all events and under all circumstances, Borrower shall be obligated The Borrowers agree to pay to ▇▇▇▇▇ Fargo Bank, N.A. the Lender an exit fee of an amount equal to one quarter of one percent 0.25% (0.25%the "EXIT FEE") of the outstanding principal balance of each Mortgage Loan pledged to the Loan or (b) in connection with a partial prepayment Lender, calculated as of the date the Mortgage Loan was pledged to the Lender, for each Mortgage Loan which is no longer pledged to the Lender hereunder (each such Mortgage Loan, a "SUBSEQUENTLY RELEASED MORTGAGE LOAN"). The Exit Fee as adjusted for the principal amount Underwriting Fees (as defined below) shall be due and payable on the Termination Date and payment shall be made in Dollars, in immediately available funds, without deduction, set-off or counterclaim, to the Lender at the account set forth in Section 3.01(a) hereof. Without limiting the generality of the foregoing, any Exit Fee for any Subsequently Released Mortgage Loan being prepaid (the “Exit Fee”), which shall be payable accrue upon any Borrower: (i) any partial prepayment placing such Subsequently Released Mortgage Loan in a transaction resulting in the issuance of the securities backed in whole or in part by such Subsequently Released Mortgage Loan by Borrower and ; (ii) the earlier of selling such Subsequently Released Mortgage Loan; (xiii) the payment by Borrower refinancing all or a portion of the Loan Loans extended hereunder and secured in full, whole or in part by such Subsequently Released Mortgage Loan; or (yiv) terminating the Maturity Date Loans or this Loan Agreement (or any acceleration of the Loan following whether due to an Event of Default, the occurrence of the Termination Date or otherwise). The Exit Fee payable on the Termination Date shall be reduced by the aggregate amount of underwriting fees (net of expenses) received by Lender or Lender's Affiliates in transactions where the Lender or Lender's Affiliate, acting as the lead or co-lead underwriter or placement agent, placed Subsequently Released Mortgage Loans in transactions resulting in the issuance of securities backed in whole or in part by such Subsequently Released Mortgage Loans (the "UNDERWRITING FEES"). In furtherance of the foregoingevent that any Mortgage Loan becomes a Subsequently Released Mortgage Loan solely because the Lender fails to extend the Termination Date in accordance with Section 2.09 hereof, Borrower acknowledges and agrees that Lender shall have no obligation to accept any payment of the Loan unless and until Borrower shall have also paid the Exit Fee, and Lender shall have no obligation to release any Loan Document upon payment of the Debt unless and until Lender shall have received the entire Exit Fee. Notwithstanding the foregoing or anything herein to the contrary, the Exit Fee shall not be payable with respect to any Principal Payment included in a Monthly Payment Amount. Notwithstanding the foregoing, payment of the Exit Fee shall be waived in the event Borrower refinances the Loan with a new permanent loan from ▇▇▇▇▇ Fargo Bank, N.A. (which may be provided by ▇▇▇▇▇ Fargo Bank, N.A., in its sole discretion)payable on account of such Subsequently Released Mortgage Loans.

Exit Fee. Borrower agrees that in all events and under all circumstances, Borrower Borrowers shall be obligated to pay to ▇▇▇▇▇ Fargo BankAgent, N.A. for the benefit of all Lenders committed to make Term Loan advances, as compensation for the costs of making funds available to Borrowers under this Agreement an exit fee of an amount equal to one quarter of one percent (0.25%) of the outstanding principal balance of the Loan or (b) in connection with a partial prepayment of the Loan, the principal amount of the Loan being prepaid (the “Exit Fee”), which ) calculated in accordance with this subsection and upon the date or dates required under this subsection. The Exit Fee shall be payable upon an amount equal to five percent (i5.0%) multiplied by the aggregate principal amount of all Term Loans advanced to Borrower under Term Loan Tranche 4 and Term Loan Tranche 5 or any partial additional tranches after the date hereof (collectively the “Exit Fee Tranches” and each an “Exit Fee Tranche”) under this Agreement (regardless of any repayment or prepayment thereof). Upon any repayment of any portion of any Term Loan (whether by voluntary prepayment by Borrower, by mandatory prepayment by Borrower, by reason of the Loan by Borrower and (ii) occurrence of an Event of Default or the earlier of (x) the payment by Borrower of the Loan in full, or (y) the Maturity Date (or any acceleration of the Loan following Obligations (including any automatic acceleration due to the occurrence of an Event of DefaultDefault described in Section 10.1(f). In furtherance ) or otherwise) other than scheduled amortization payments (if any) in respect of the foregoing, Borrower acknowledges and agrees that Lender shall have no obligation to accept any payment of the Loan unless and until Borrower shall have also paid the Exit Fee, and Lender shall have no obligation to release any Loan Document upon payment of the Debt unless and until Lender shall have received the entire Exit Fee. Notwithstanding the foregoing or anything herein to the contrary, the Exit Fee shall not be payable with respect to Tranche of any Principal Payment included in Term Loans, a Monthly Payment Amount. Notwithstanding the foregoing, payment portion of the Exit Fee shall be waived due in the event Borrower refinances following amount: that percentage which is obtained by dividing the Loan with a new permanent loan from ▇▇▇▇▇ Fargo Bankamount of any such Exit Fee Tranche prepaid by the then outstanding principal balance of such Exit Fee Tranche of Term Loans. Any remaining unpaid amount of the Exit Fee shall be due and payable on the Termination Date. All fees payable pursuant to this paragraph shall be deemed fully earned as of the Closing Date. For the avoidance of doubt, N.A. (which may be provided by ▇▇▇▇▇ Fargo Bankthe fees set forth in the Fee Letter, N.A.dated as of the Closing Date, are in its sole discretionaddition to the Exit Fee set forth in this Section 2.2(h).