Common use of Exit Fee Clause in Contracts

Exit Fee. Upon (x) repayment of the Term A Loans as a result of any Repayment Event, (y) any acceleration of the unpaid principal balance of the Term A Loans (whether by election or automatically) upon the occurrence of an Event of Default pursuant to Section 6.01, or (z) 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 other time (including any Incremental Term Loans) minus (ii) the sum of (A) the amount of the Structuring Fee (as defined in the Fee Letter) paid pursuant to Section 2.06(a) and (B) an amount equal to the amount of interest paid on the Term A Loans comprised of the 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 and Guarantor expressly agrees (to the fullest extent that it may lawfully do so) 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 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 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 Exit US 7362483v.35 Fee; (E) each Borrower and Guarantor shall each 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 is a reasonable calculation of the Lenders’ lost profits as a result of any such prepayments or acceleration.

Exit Fee. Upon (x) repayment The Borrower agrees to pay to the Administrative Agent for the account of the Term A Loans as a result of any Repayment EventLenders, (y) any acceleration an exit fee in an amount equal to 3.00% of the unpaid principal balance aggregate amount, without duplication, of such ▇▇▇▇▇▇’s New Money Loans (the “Exit Fee” and, together with the Commitment Fee, the “Fees”), which shall be (i) fully earned (A) in the case of the Term A Loans DIP Tranche 1 Loan, on the funding thereof on the Closing Date, subject to the entry of the Interim Order, and (whether by election or automaticallyB) upon in the occurrence case of an Event the DIP Tranche 2 Loan, on the funding thereof, subject to entry of Default pursuant to Section 6.01, or the Final Order and (zii) payable in cash on the earlier of (A) the Maturity Date (each, including as a result of 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 other time (including any Incremental Term Loans) minus (ii) the sum of (A) the amount of the Structuring Fee (as defined in the Fee Letter) paid pursuant to Section 2.06(aacceleration) and (B) an amount equal to the amount of interest paid date on the Term A Loans comprised which any of the Applicable Margin through 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 including agree that the date of such Exit Fee Eventshall be presumed to be the liquidated damages sustained by each Lender as a result of the early repayment, prepayment or acceleration of the New Money Loans (and not intended to act as a penalty or to punish the Obligors for any such repayment, prepayment or acceleration). EACH OF THE BORROWER AND GUARANTOR THE SUBSIDIARY GUARANTORS EXPRESSLY WAIVES 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 CONNECTION ACCORDANCE WITH ANY SUCH ACCELERATIONTHE TERMS HEREOF. Each The Borrower and Guarantor the Subsidiary Guarantors expressly agrees (to the fullest extent agree that it may lawfully do so) 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 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 payable notwithstanding the then prevailing market rates at the time payment or redemption is made; , (DC) there has been a course of conduct between among the Lenders Lenders, the Borrower and the Borrowers and Subsidiary Guarantors giving specific consideration in this transaction for such agreement to pay the Exit US 7362483v.35 Fee; , (ED) each the Borrower and Guarantor the Subsidiary Guarantors shall each be estopped hereafter from claiming differently than as agreed to in this paragraph; and herein, (FE) in view their respective agreement to pay or guarantee the payment of the impracticability and extreme difficulty of ascertaining actual damages the parties mutually agree that the Exit Fee 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 Lenders’ lost profits or damages of the Lenders and that it would be impractical and extremely difficult to ascertain the actual amount of damages to the Lenders or profits lost by the Lenders as a result of any such prepayments or accelerationevent.

Exit Fee. Upon (x) repayment of the Term A Loans as a result of any Repayment Event, (y) any acceleration of the unpaid principal balance of the Term A Loans (whether by election or automatically) upon the occurrence of an Event of Default pursuant to Section 6.01, or (z) On 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 Lender an additional fee of one-percent (each, an 1%) of the then-current Loan Balance (the “Exit Fee EventFee”), 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 other time (including any Incremental Term Loans) minus (ii) the sum of (A) the amount of the Structuring Fee (as defined in the Fee Letter) paid pursuant to Section 2.06(a) and (B) an amount equal to the amount of interest paid on the Term A Loans comprised of the 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 and Guarantor expressly agrees (to the fullest extent that it may lawfully do so) 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 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 The Exit Fee shall be payable notwithstanding 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 repayment of the then prevailing market rates at the time payment Loan is made; (D) there has been a course , by Borrower prior to the Maturity Date, other than any Amortization Payment made pursuant to Section 2.8, to the extent such prepayment is permitted or required hereunder, then such partial prepayment shall be accompanied by the portion of conduct between the Lenders and the Borrowers and Guarantors giving specific consideration in this transaction for such agreement to pay the Exit US 7362483v.35 Fee; (E) each Borrower and Guarantor shall each 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 is a reasonable calculation allocable to the amount being so prepaid in accordance with Section 2.10. Upon such partial prepayment, the amount due on the Maturity Date or earlier acceleration of the Lenders’ lost profits as Loan shall be reduced by that portion of the Exit Fee previously paid by Borrower to Lender. Notwithstanding anything in this Agreement to the contrary, if and to the extent that the Loan or any portion thereof is repaid with the proceeds of a result of mortgage loan from Lender (or any Affiliate thereof or syndicate including Lender or any such prepayments Affiliate) (provided that Lender (or acceleration.any Affiliate thereof or syndicate including Lender or any such Affiliate) shall have no obligation to offer to provide such financing), then the Exit Fee that would otherwise be payable with respect to repayment (or portion thereof) in connection therewith shall be waived. For the avoidance of doubt, no Exit Fee is required to be paid in relation to any Amortization Payment made pursuant to Section 2.8.‌

Exit Fee. Borrowers shall pay to Agent, 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 (the “Exit Fee”) calculated in accordance with this subsection and upon the date or dates required under this subsection. The Exit Fee shall be an amount equal to five percent (5.0%) 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 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 (x) any repayment of the Term A Loans as a result any portion of any Repayment Event, (y) any acceleration of the unpaid principal balance of the Term A Loans Loan (whether by election or automatically) upon voluntary prepayment by Borrower, by mandatory prepayment by Borrower, by reason of the occurrence of an Event of Default pursuant to Section 6.01, or (z) the Maturity Date (each, an “Exit Fee Event”), the Borrowers shall pay to the Administrative Agent, for the ratable benefit acceleration 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 other time Obligations (including any Incremental automatic acceleration due to the occurrence of an Event of Default described in Section 10.1(f)) or otherwise) other than scheduled amortization payments (if any) in respect of any Exit Fee Tranche of any Term Loans) minus (ii) the sum , a portion of (A) the amount of the Structuring Fee (as defined in the Fee Letter) paid pursuant to Section 2.06(a) and (B) an amount equal to the amount of interest paid on the Term A Loans comprised of the 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 and Guarantor expressly agrees (to the fullest extent that it may lawfully do so) 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 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 payable notwithstanding due in the following amount: that percentage which is obtained by dividing the amount of any such Exit Fee Tranche prepaid by the then prevailing market rates at the time payment is made; (D) there has been a course outstanding principal balance of conduct between the Lenders and the Borrowers and Guarantors giving specific consideration in this transaction for such agreement to pay the Exit US 7362483v.35 Fee; (E) each Borrower and Guarantor shall each be estopped hereafter from claiming differently than as agreed to in this paragraph; and (F) in view Fee Tranche of the impracticability and extreme difficulty Term Loans. Any remaining unpaid amount of ascertaining actual damages the parties mutually agree that the Exit Fee is a reasonable calculation shall be due and payable on the Termination Date. All fees payable pursuant to this paragraph shall be deemed fully earned as of the Lenders’ lost profits Closing Date. For the avoidance of doubt, the fees set forth in the Fee Letter, dated as a result of any such prepayments or accelerationthe Closing Date, are in addition to the Exit Fee set forth in this Section 2.2(h).

Exit Fee. Upon So long as the Final DIP Order has been entered, in the event that all or any portion of any Commitment is terminated (x) repayment other than in connection with the funding of the Term A Loans pursuant to Section 2.01), or all 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 for any reason, 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 accompanied by a premium (the “Repayment Premium”) payable in cash to the Administrative Agent in an amount equal to 5.00% of the aggregate amount of the 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 any Repayment Event, (y) any acceleration of the unpaid principal balance of the Term A Loans (whether by election or automatically) upon the occurrence of an Event of Default pursuant to Section 6.01, or (z) including the Maturity Date (each, an “Exit Fee Event”acceleration of claims by operation of law), the Borrowers amount of principal of and premium on the Loans that becomes due and payable shall pay to the Administrative Agent, for the ratable benefit automatically equal 100% 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 plus the Effective Date Repayment Premium as if such acceleration or any other time (including any Incremental Term Loans) minus (ii) the sum of (A) the amount occurrence were a voluntary prepayment of the Structuring Fee (as defined in the Fee Letter) paid pursuant to Section 2.06(a) Loans or otherwise becoming due, and (B) an amount equal to the amount of interest paid on the Term A Loans comprised such Repayment Premium shall constitute part of the Applicable Margin through Obligations, in view of the impracticability and including extreme difficulty of ascertaining actual damages and by mutual agreement of the date parties as to a reasonable calculation of such Exit Fee Eventeach Lender’s loss as a result thereof. EACH 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 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 APPLICABLE PREMIUM IN CONNECTION WITH ANY SUCH ACCELERATION. Each The Borrower and Guarantor expressly agrees (to the fullest extent that it may lawfully do so) that: (A) the Exit Fee Repayment Premium is reasonable and is the product of an arm’s length transaction between sophisticated business people, 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 Repayment Premium shall be payable notwithstanding the then prevailing market rates at the time payment is made; and (DC) there has been a course of conduct between the Lenders and the Borrowers and Guarantors Borrower giving specific consideration in this transaction for such agreement to pay the Exit US 7362483v.35 Fee; Repayment Premium and (ED) each the Borrower and Guarantor shall each 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 is a reasonable calculation of the Lenders’ lost profits as a result of any such prepayments or acceleration.

Exit Fee. Upon (xi) repayment To the extent any MOIC Trigger Event occurs prior to the date that is the eighteen (18) month anniversary of the Term A Loans as a result of any Repayment Event, (y) any acceleration of the unpaid principal balance of the Term A Loans (whether by election or automatically) upon the occurrence of an Event of Default pursuant to Section 6.01, or (z) the Maturity Date (each, an “Exit Fee Event”)Closing Date, the Borrowers Borrower Representative shall pay to the Administrative Agent, Term Agent for the ratable benefit account of the Term Loan A LendersLenders 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, an Exit Fee the Borrower Representative shall pay to the Term Agent for the account of the Term Lenders a fee in an amount equal to $1,200,000 (the positive difference“MOIC Fee”, if anytogether with the Minimum MOIC Amount, of (i) (A) if such the “Exit Fee”); provided that the MOIC Fee shall not be payable with respect to any MOIC Trigger Event that does not relate to the Initial Term Loans. The Exit Fee Event occurs shall be fully earned on or prior to December 31, 2021, [***] percent ([***]%) or (B) if such 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 occurs after December 31or any other MOIC Trigger Event (including without limitation, 2021, [***] percent ([***]%a Bankruptcy Event occurring automatically upon any Borrower or any other Loan Party becoming insolvent within the meaning of 11 U.S.C. §101(32)), in either case, view of the aggregate 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)). Any Exit Fee payable pursuant to the Loan 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, 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 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 A Loans funded (including on the Effective Date or Exit Fee) from and after the applicable MOIC Trigger Event. In the event that any other time (including Exit Fee is determined not to be due and payable by order of any Incremental Term Loans) minus (ii) the sum court of (A) the amount competent jurisdiction, including, without limitation, by operation of the Structuring Fee (as defined in Bankruptcy Code, despite such a triggering event having occurred, the Fee Letter) paid pursuant to Section 2.06(a) and (B) an amount equal to the amount of interest paid on the Term A Loans comprised of the Applicable Margin through and including the date of such Exit Fee Eventshall nonetheless constitute Obligations under this Agreement and the Loan Documents for all purposes hereunder and thereunder. EACH BORROWER AND GUARANTOR EXPRESSLY HEREBY 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 AND ANY DEFENSE TO PAYMENT, WHETHER SUCH DEFENSE MAY BE BASED IN CONNECTION WITH ANY SUCH ACCELERATIONPUBLIC 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 Guarantor expressly agrees (agrees, and waives any argument to the fullest extent 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 may lawfully do socaptures 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 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 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 (Ai) the Exit Fee is are each reasonable and each is the product of an arm’s arm’s-length transaction between sophisticated business people, 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; (Cii) the Exit Fee shall be payable notwithstanding the then prevailing market rates at the time payment is made; , (Diii) there has been a course of conduct between the Term Lenders and the Borrowers and Guarantors Loan Parties giving specific consideration in this transaction for such agreement to pay the Exit US 7362483v.35 Fee; , (Eiv) each the Borrower and Guarantor shall each be estopped hereafter from claiming differently than as agreed to in this paragraph; Section 1.8(c), (v) the Borrower Representative’s (on behalf of itself and (Feach other Borrower) in view of the impracticability and extreme difficulty of ascertaining actual damages the parties mutually agree that agreement to pay the Exit Fee is a material inducement to the Term Lender’s agreement to fund the Term Loans, and (vi) the Exit Fee represent a good faith, reasonable estimate and calculation of the Lenders’ lost profits, losses or other damages of the Term Lenders and that it would be impractical and extremely difficult to ascertain the actual amount of damages to the Term Lenders or profits lost by the Term Lenders as a result of any such prepayments or accelerationapplicable MOIC Trigger Event.

Exit Fee. (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 pay to Lender the Exit Fee, unless (a) the Loan is repaid with a permanent loan from Lender or an Affiliate of Lender, or (b) Lender presents a market competitive proposal for a permanent refinance of the Project, and Borrower chooses an alternative financing source. Lender’s proposal shall not be deemed “market competitive” if it offers (x) repayment of the Term A Loans as a result of any Repayment Eventmaterially 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 acceleration 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 Term A Loans (whether by election or automatically) upon the occurrence of an Event of Default pursuant Loan prior to Section 6.01, or (z) the Maturity Date Date. (each, an “Exit Fee Event”), the Borrowers shall pay c) Further notwithstanding any provision of this Agreement to the Administrative Agentcontrary, 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 other time (including any Incremental Term Loans) minus (ii) the sum of (A) the amount of the Structuring Fee (as defined in the Fee Letter) paid pursuant to Section 2.06(a) and (B) an amount equal to the amount of interest paid on the Term A Loans comprised of the 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 and Guarantor expressly agrees (to the fullest extent that it may lawfully do so) 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 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 not be 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 with respect to pay the Exit US 7362483v.35 Fee; (E) each Borrower and Guarantor shall each 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 is a reasonable calculation of the Lenders’ lost profits any prepayment occurring as a result of the application of any insurance proceeds or condemnation award in accordance with this Agreement; provided, however, such prepayments application of proceeds shall not extend or accelerationpostpone the due dates of monthly payments due Lender hereunder.

Exit Fee. Upon (A) On the earlier of (x) repayment of the Term A Loans as a result of any Repayment Event, (y) any acceleration of the unpaid principal balance of the Term A Loans (whether by election or automatically) upon the occurrence of an Event of Default pursuant to Section 6.01, or (z) the Maturity Date or (eachy) if Payment in Full is made prior to the Maturity Date, an such date that Payment in Full is made (such date, the “Exit Fee EventPayment Date”), the Borrowers Borrower shall pay to the Administrative Agent, for the ratable benefit account of the Term Loan A Lenders, an the Exit Fee in an amount equal to Fee, which fee shall have been earned, and shall be due and payable, on the positive difference, if any, of (i) (A) if such Exit Fee Event occurs on or prior to December 31, 2021, [***] percent ([***]%) or Maturity Date. (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 other time (including any Incremental Term Loans) minus (ii) the sum of (A) the amount of the Structuring Fee (as defined in the Fee Letter) paid pursuant to Section 2.06(a) and (B) an amount equal to the amount of interest paid on the Term A Loans comprised of the Applicable Margin through and including the date of such Exit Fee Event. EACH BORROWER AND GUARANTOR 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 FOREGOING EXIT FEE IN CONNECTION WITH ANY SUCH ACCELERATIONFEE. Each Borrower and Guarantor Loan Party expressly agrees (to the fullest extent that it may lawfully do so) 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 EXIT FEE DOES SHALL NOT CONSTITUTE, AND SHALL NOT OR BE DEEMED OR CONSIDERED TO BE, UNMATURED INTEREST ON ANY LOAN THE LOANS OR OTHER AMOUNT AND NO BORROWER OR GUARANTOR LOAN PARTY SHALL ARGUE UNDER ANY CIRCUMSTANCE THAT THE EXIT FEE CONSTITUTES UNMATURED INTEREST ON ANY LOANTHE LOANS; (C) the Exit Fee shall be 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 Loan Parties giving specific consideration in this transaction for such agreement to pay the Exit US 7362483v.35 Fee; (E) each Borrower and Guarantor Loan Party shall each 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 damages, the parties mutually agree that the Exit Fee is are a reasonable calculation of the Lenders’ lost profits as a result of any such prepayments or accelerationand are not a penalty.