Common use of Exit Fee Clause in Contracts

Exit Fee. Borrower shall pay Lender an exit fee (the "Exit Fee") for the Loan as set forth in this Section 2.3.2. With respect to any and all prepayments of all or a portion of the principal amount of the Loan (which prepayments, if any, shall in all events be made in accordance with the terms of Section 2.9 hereof) and with respect to any and all Release Payments made in connection with releases of all or a portion of the Property (which Release Payments and releases, if any, shall in all events be made in accordance with the terms of Section 2.9 hereof) (collectively, "Principal Repayments" and, individually, a "Principal Repayment") made prior to the six (6) month anniversary of the Disbursement, Borrower shall pay to Lender an amount equal to two percent (2%) of the amount of such Principal Repayment as and when each such Principal Repayment is made or required to be made; with respect to each Principal Repayment made or required to be made during the period commencing on the day after the six (6) month anniversary of the Disbursement and ending on the twelve (12) month anniversary of the Disbursement, Borrower shall pay to Lender an amount equal to one and one-half percent (1.5%) of the amount of such Principal Repayment as and when each such Principal Repayment is made; with respect to each Principal Repayment made or required to be made during the period commencing on the day after the twelve (12) month anniversary of the Disbursement and ending at any time thereafter, including, without limitation, on the Maturity Date, Borrower shall pay to Lender an amount equal to one percent (1%) of the amount of such Principal Repayment. The Exit Fee shall be in addition to any and all other fees or amounts required to be paid pursuant to the terms of this Agreement in connection with any repayment of principal, including, without limitation, the Release Payment and the amounts required to be paid by Section 2.9.1. The Exit Fee shall deemed fully earned upon the execution of this Agreement and shall be payable upon the earlier of (a) repayment of all (or, subject to the terms of this Agreement, a portion) of the principal and interest due and owing on the Loan, and (b) the Maturity Date or such earlier date as the Loan becomes due and payable whether by acceleration or otherwise. If there is an Event of Default or a Potential Event of Default which is not cured within any applicable cure period, the Exit Fee shall be calculated and payable as of the date of the applicable default and not as of the date of actual repayment (i.e., if an Event of Default occurs during the fifth (5th) month after the Disbursement but Borrower does not repay the Loan until the ninth (9th) month after the Disbursement, the Exit Fee due and payable shall be two percent (2%) of the amount of the applicable Principal Repayment (which percentage is applicable to repayments made during the first six (6) months after Disbursement), even though such repayment was actually made after said six (6) month period).

Exit Fee. In the event that the Borrower prepays, repays, replaces or refinances all or any portion of the Loans pursuant to Sections 2.8(a) or 2.8(b)(i), (ii), or (iv) or otherwise effectuates a prepayment, repayment, replacement or refinancing of all or any portion of the Loans under this Agreement, the Borrower shall pay Lender to the Administrative Agent, for the ratable account of each of the Lenders, an exit fee of (the "Exit Fee"x) for the Loan as set forth in this Section 2.3.2. With respect to any and all prepayments of all or a portion 0.00% of the aggregate principal amount of the Loan (which prepaymentsLoans so prepaid, if anyrepaid, shall in all events be made in accordance with the terms of Section 2.9 hereof) and with respect to any and all Release Payments made in connection with releases of all refinanced or a portion of the Property (which Release Payments and releases, if any, shall in all events be made in accordance with the terms of Section 2.9 hereof) (collectively, "Principal Repayments" and, individually, a "Principal Repayment") made replaced prior to the six (6) month first anniversary of the DisbursementEffective Date, Borrower shall pay to Lender an amount equal to two percent (2%y) 2.00% of the aggregate principal amount of such Principal Repayment as and when each such Principal Repayment is made the Loans so prepaid, repaid, refinanced or required to be made; with respect to each Principal Repayment made replaced on or required to be made during the period commencing on the day after the six (6) month first anniversary of the Disbursement and ending on Effective Date but prior to the twelve (12) month second anniversary of the Disbursement, Borrower shall pay to Lender an amount equal to one and one-half percent Effective Date or (1.5%z) 4.00% of the aggregate principal amount of such Principal Repayment as and when each such Principal Repayment is made; with respect to each Principal Repayment made the Loans so prepaid, repaid, refinanced or required to be made during the period commencing replaced on the day or after the twelve (12) month second anniversary of the Disbursement and ending at any time thereafter, including, without limitation, on Effective Date but prior to the Maturity Date, Borrower shall pay to Lender an amount equal to one percent (1%) third anniversary of the amount Effective Date. It is agreed, for the avoidance of such Principal Repayment. The Exit Fee shall be in addition to any and all other fees or amounts required to be paid pursuant to the terms of this Agreement in connection with any repayment of principaldoubt, including, without limitation, the Release Payment and the amounts required to be paid by Section 2.9.1. The Exit Fee shall deemed fully earned upon the execution of this Agreement and that no exit fee shall be payable upon until after the earlier of (a) repayment of all (or, subject to the terms of this Agreement, a portion) first anniversary of the principal and interest due and owing on the Loan, and (bEffective Date. All such amounts payable pursuant to this Section 2.8(c) the Maturity Date or such earlier date as the Loan becomes shall be due and payable whether by acceleration or otherwise. If there is an Event of Default or a Potential Event of Default which is not cured within any applicable cure period, the Exit Fee shall be calculated and payable as of on the date of the applicable default and not prepayment, repayment or refinancing. For purposes of this Section 2.8(c), a prepayment pursuant to Section 2.8(a) shall include any prepayment or repayment as a result of the date occurrence of actual repayment (i.e., if an any Event of Default occurs during (including as a result of any acceleration of any Loan and/or the fifth (5th) month after the Disbursement but Borrower does not repay the Loan until the ninth (9th) month after the Disbursementoccurrence of any Event of Default upon any bankruptcy, insolvency or similar proceeding under any Debtor Relief Law), the Exit Fee due and payable shall be two percent foreclosure or enforcement of any Lien on, or sale of, any Collateral pursuant to any Loan Document (2%including in any bankruptcy, insolvency or similar proceeding under any Debtor Relief Law) or the repricing, restructuring, reorganization or compromise of any Loan in connection with the amount confirmation of the applicable Principal Repayment (which percentage is applicable to repayments made during the first six (6) months after Disbursement)a plan of reorganization or any other plan of compromise, even though such repayment was actually made after said six (6) month period)restructuring or arrangement in any bankruptcy, insolvency or similar proceeding under any Debtor Relief Law.

Exit Fee. Borrower On the Termination Date or upon any voluntary prepayment of the Term Loan as permitted hereunder or upon any mandatory prepayment of the Term Loan, Borrowers shall pay Lender an exit to Administrative Agent for the benefit of Lenders a fee (the "Exit Fee") for the Loan as set forth in this Section 2.3.2. With respect to any and all prepayments of all or a portion of the principal amount of the Loan (which prepayments, if any, shall in all events be made in accordance with the terms of Section 2.9 hereof) and with respect to any and all Release Payments made in connection with releases of all or a portion of the Property (which Release Payments and releases, if any, shall in all events be made in accordance with the terms of Section 2.9 hereof) (collectively, "Principal Repayments" and, individually, a "Principal Repayment") made prior equal to the six (6) month anniversary of Term Loan Commitment multiplied by the DisbursementApplicable Exit Fee Percentage. If any such prepayments are made, then upon such prepayment, Borrower shall pay to Lender an Administrative Agent the proportionate amount equal to two percent (2%) of the amount Exit Fee attributable to such prepayment; provided, however, that in the event of such Principal Repayment as a casualty or Taking and when each such Principal Repayment is made or required the application of any Casualty Proceeds therefrom to be made; with respect to each Principal Repayment made or required to be made during the period commencing on the day after the six (6) month anniversary a prepayment of a portion of the Disbursement and ending on the twelve (12) month anniversary Obligations is required by Administrative Agent, payment of the Disbursement, Borrower Exit Fee allocable to such prepayment shall pay to Lender an amount equal to one and one-half percent (1.5%) of the amount of such Principal Repayment as and when each such Principal Repayment is made; with respect to each Principal Repayment made or required to not be made during the period commencing on the day after the twelve (12) month anniversary of the Disbursement and ending at any time thereafter, including, without limitation, on the Maturity Date, Borrower shall pay to Lender an amount equal to required. The term "Applicable Exit Fee Percentage" means: one percent (11.0%) if the payment is made on or before the twenty-fourth (24th) full calendar month following the Closing Date; and one half of one percent (.50%) if the amount of such Principal Repayment. The Exit Fee shall be in addition to any and all other fees payment is made during or amounts required to be paid pursuant to after the terms of this Agreement in connection with any repayment of principaltwenty-fifth (25th) full calendar month following the Closing Date; provided, includinghowever, without limitation, that if the Release Payment and Termination Date occurs during the amounts required to be paid by Section 2.9.1. The Exit Fee shall deemed fully earned upon the execution of this Agreement and shall be payable upon the earlier of (a) repayment of all (or, subject to the terms of this Agreement, a portion) of the principal and interest due and owing on the Loan, and (b) the Maturity Date or such earlier date as the Loan becomes due and payable whether by acceleration or otherwise. If there is an Event of Default or a Potential Event of Default which is not cured within any applicable cure periodClosed Period, the Exit Fee shall be calculated an amount equal to the sum of one percent (1.0%) multiplied by the Term Loan Commitment plus the amount of interest which would have been due and payable from the Termination Date through the end of the Closed Period, assuming a Base Rate equal to the Base Rate as of the date of Termination Date. Notwithstanding the applicable default and not as of the date of actual repayment (i.e.foregoing, if (i) the Term Loan is repaid with the proceeds of an Event acquisition or refinancing mortgage loan facility provided by Xxxxxxx Xxxxx with respect to both Projects or (ii) Xxxxxxx Xxxxx fails to deliver a term sheet with respect to providing such mortgage loan facility within thirty (30) days after receipt from Borrowers of Default occurs during the fifth (5th) month after the Disbursement but Borrower does not repay the Loan until the ninth (9th) month after the Disbursementa written request for a term sheet, the Exit Fee due and payable shall will be two percent (2%) of the amount of the applicable Principal Repayment (which percentage is applicable to repayments made during the first six (6) months after Disbursement), even though such repayment was actually made after said six (6) month period)waived.

Exit Fee. Borrower shall Following the Fifth Amendment Effective Date and upon the occurrence of each Trigger Event pursuant to Section 4 below, Xxxxxxxx agrees to pay Lender an exit to each Lender, in immediately available funds, a fee (the "“2023 Exit Fee"”) for in the Loan as set forth in this Section 2.3.2. With respect amount equal to any and all prepayments of all or a portion 1.50% of the principal 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 (which prepaymentsAgreement, if any, each Lender’s Pro Rata Share shall be equal to such Lender’s Pro Rata Share as in all events be made in accordance with effect immediately before the terms of Section 2.9 hereof) and with respect to any and all Release Payments made in connection with releases of all or a portion termination of the Property (which Release Payments and releases, if any, shall in all events be made in accordance with the terms of Section 2.9 hereof) (collectively, "Principal Repayments" and, individually, a "Principal Repayment") made prior Loan Agreement. Notwithstanding anything to the six contrary, (6x) month anniversary of the Disbursement, Borrower shall pay to Lender an amount equal to two percent (2%) of the amount of such Principal Repayment as and when each such Principal Repayment is made or required to be made; with respect 2023 Exit Fee payable to each Principal Repayment made or required to Lender shall be made during the period commencing considered fully earned on the day after the six (6) month anniversary of the Disbursement and ending on the twelve (12) month anniversary of the Disbursement, Borrower shall pay to Lender an amount equal to one and one-half percent (1.5%) of the amount of such Principal Repayment as and when each such Principal Repayment is made; with respect to each Principal Repayment made or required to be made during the period commencing on the day after the twelve (12) month anniversary of the Disbursement and ending at any time thereafter, including, without limitation, on the Maturity Date, Borrower shall pay to Lender an amount equal to one percent (1%) of the amount of such Principal Repayment. The Exit Fee shall be in addition to any and all other fees or amounts required to be paid pursuant to the terms of this Agreement in connection with any repayment of principal, including, without limitation, the Release Payment and the amounts required to be paid by Section 2.9.1. The Exit Fee shall deemed fully earned upon the execution of this Agreement and shall be payable upon the earlier of (a) repayment of all (ordate hereof, subject to the terms of this Agreement, a portionAgreement and (y) in no event shall the aggregate 2023 Exit Fee paid to all of the Lenders exceed 1.50% of the principal and interest due and owing on amount of the Loan, and Term Loans actually funded (bthe “Maximum Exit Fee”). For the avoidance of doubt: (i) the Maturity Date 2023 Exit Fee set forth herein shall be in addition to any fee or such earlier date as the Loan becomes amount due and payable whether by acceleration or otherwise. If there is an Event of Default or a Potential Event of Default which is not cured within any applicable cure periodpursuant 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 lenders party thereto, and Borrower, and (ii) in no event shall the 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 (to the fullest extent that it may lawfully do so) that: (i) the 2023 Exit Fee is reasonable and is the product of an arm’s length transaction between sophisticated business people, ably represented by counsel; (ii) the 2023 Exit Fee shall be calculated 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 payable as of Borrower giving specific consideration in this transaction for such agreement to pay the date of the applicable default and not as of the date of actual repayment (i.e., if an Event of Default occurs during the fifth (5th) month after the Disbursement but Borrower does not repay the Loan until the ninth (9th) month after the Disbursement, the 2023 Exit Fee due and payable (iv) Borrower shall be two percent (2%) of estopped hereafter from claiming differently than as agreed to in this paragraph. Borrower expressly acknowledges that its agreement to pay the amount of 2023 Exit Fee to Lenders as herein described is a material inducement to Lenders to provide the applicable Principal Repayment (which percentage is applicable to repayments made during Term Loan Commitments and make the first six (6) months after Disbursement), even though such repayment was actually made after said six (6) month period).Term Loans. 

Exit Fee. Notwithstanding anything to the contrary in the Credit Documents, at any time any of the Term Loans are paid, repaid, redeemed or prepaid (whether before, at the same time of or after the Maturity Date, in connection with any amortization payment or any acceleration, bankruptcy or otherwise, and including in connection with a Change of Control or a Loan Exchange Exercise), the Borrower shall pay Lender an to the Administrative Agent for the sole benefit of the Lenders (based on their Pro Rata Share of such Term Loans) a non-refundable exit fee (the "“Exit Fee"”) for the Loan as set forth in this Section 2.3.2. With respect equal to any and all prepayments of all or a portion 3.0% of the principal amount of the Loan Term Loans paid, repaid, redeemed or prepaid up to a maximum of $5.70 million in the aggregate (which prepayments, if any, shall in all events be made in accordance with the terms of Section 2.9 hereof) and with respect to any and all Release Payments made in connection with releases of all or a portion of the Property (which Release Payments and releases, if any, shall in all events be made in accordance with the terms of Section 2.9 hereof) (collectively, "Principal Repayments" and, individually, a "Principal Repayment") made prior to the six (6) month anniversary of the Disbursement, Borrower shall pay to Lender an amount equal to two percent (2%) of the amount of such Principal Repayment as and when each such Principal Repayment is made or required to be made; with respect to each Principal Repayment made or required to be made during the period commencing on the day after the six (6) month anniversary of the Disbursement and ending on the twelve (12) month anniversary of the Disbursement, Borrower shall pay to Lender an amount equal to one and one-half percent (1.5%) of the amount of such Principal Repayment as and when each such Principal Repayment is made; with respect to each Principal Repayment made or required to be made during the period commencing on the day after the twelve (12) month anniversary of the Disbursement and ending at any time thereafter, including, without limitation, on the Maturity Date, Borrower shall pay to Lender an amount equal to one percent (1%) of the amount of such Principal Repayment“Maximum Exit Fee”). The Exit Fee shall be due and payable to each Lender (or in addition the case of a Loan Exchange Exercise, the applicable Lender) in cash upon each such payment, repayment, redemption or prepayment of the Term Loans; provided that no Exit Fee shall be payable to any and all other fees or amounts required particular Lender after such Lender’s Pro Rata Share of the Maximum Exit Fee has been paid to such Lender. Any Exit Fee payable in accordance with this Section 2.9 shall be presumed to be paid equal to the liquidated damages sustained by the Lenders as the result of the occurrence of any event triggering the prepayment of such Exit Fee and the Borrower agrees that it is reasonable under the circumstances currently existing. Notwithstanding anything in this Agreement to the contrary, the parties hereto acknowledge that the Exit Fee shall survive acceleration of the Obligations and/or the occurrence of any insolvency proceeding, and shall automatically accrue to the principal amount of the Term Loans and shall constitute part of the Obligations for all purposes herein, and interest shall accrue on the full principal amount of the Term Loans (including the Exit Fee) from and after the applicable triggering event. If the Term Loans are accelerated for any reason pursuant to the terms of this Agreement herein, including in connection with any repayment of principal, including, without limitation, the Release Payment and the amounts required to be paid by Section 2.9.1. The Exit Fee shall deemed fully earned upon the execution of this Agreement and shall be payable upon the earlier of (a) repayment of all (or, subject to the terms of this Agreement, a portion) of the principal and interest due and owing on the Loan, and (b) the Maturity Date or such earlier date as the Loan becomes due and payable whether by acceleration or otherwise. If there is an Event of Default or a Potential Event of Default which is not cured within any applicable cure periodinsolvency proceeding, the Exit Fee shall be calculated and payable as of if the date of acceleration of the applicable default and not as of Term Loans was the date of actual repayment prepayment of the Term Loans. THE BORROWER EXPRESSLY WAIVES 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 AMBIGUITY, PUBLIC POLICY OR OTHERWISE. The Borrower expressly agrees that: (i.e., if an Event of Default occurs during the fifth (5thA) month after the Disbursement but Borrower does not repay the Loan until the ninth (9th) month after the Disbursement, the Exit Fee due is reasonable and payable is the product of an arm’s length transaction between sophisticated business people, ably represented by counsel; (B) the Exit Fee shall be two percent payable notwithstanding the then prevailing market rates at the time payment is made; (2%C) there has been a course of conduct between Lenders and the Borrower giving specific consideration in this transaction for such agreement to pay the Exit Fee; (D) the Borrower shall be estopped hereafter from claiming differently than as agreed to in this paragraph; (E) the Borrower’s agreement to pay the Exit Fee is a material inducement to the Lenders to provide the Term 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 impractical and extremely difficult to ascertain the actual amount of damages to the applicable Principal Repayment (which percentage is applicable to repayments made during Lenders or profits lost by the first six (6) months after Disbursement), even though Lenders as a result of such repayment was actually made after said six (6) month period)event triggering payment of the Exit Fee.

Exit Fee. Borrower shall The Borrowers agree to pay to the Lender an exit fee equal to 0.25% (the "Exit FeeEXIT FEE") of the outstanding principal balance of each Mortgage Loan pledged to the 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 Loan 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 this Section 2.3.23.01(a) hereof. With respect to Without limiting the generality of the foregoing, any and all prepayments Exit Fee for any Subsequently Released Mortgage Loan shall accrue upon any Borrower: (i) placing such Subsequently Released Mortgage Loan in a transaction resulting in the issuance of securities backed in whole or in part by such Subsequently Released Mortgage Loan ; (ii) selling such Subsequently Released Mortgage Loan; (iii) refinancing all or a portion of the principal amount Loans extended hereunder and secured in whole or in part by such Subsequently Released Mortgage Loan; or (iv) terminating the Loans or this Loan Agreement (whether due to an Event of Default, the occurrence of the Loan (which prepayments, if any, shall in all events be made in accordance with the terms of Section 2.9 hereof) and with respect to any and all Release Payments made in connection with releases of all Termination Date or a portion of the Property (which Release Payments and releases, if any, shall in all events be made in accordance with the terms of Section 2.9 hereof) (collectively, "Principal Repayments" and, individually, a "Principal Repayment") made prior to the six (6) month anniversary of the Disbursement, Borrower shall pay to Lender an amount equal to two percent (2%) of the amount of such Principal Repayment as and when each such Principal Repayment is made or required to be made; with respect to each Principal Repayment made or required to be made during the period commencing on the day after the six (6) month anniversary of the Disbursement and ending on the twelve (12) month anniversary of the Disbursement, Borrower shall pay to Lender an amount equal to one and one-half percent (1.5%) of the amount of such Principal Repayment as and when each such Principal Repayment is made; with respect to each Principal Repayment made or required to be made during the period commencing on the day after the twelve (12) month anniversary of the Disbursement and ending at any time thereafter, including, without limitation, on the Maturity Date, Borrower shall pay to Lender an amount equal to one percent (1%) of the amount of such Principal Repaymentotherwise). 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 addition to any and all other fees transactions where the Lender or amounts required to be paid pursuant to the terms of this Agreement in connection with any repayment of principalLender's Affiliate, including, without limitation, the Release Payment and the amounts required to be paid by Section 2.9.1. The Exit Fee shall deemed fully earned upon the execution of this Agreement and shall be payable upon the earlier of (a) repayment of all (or, subject to the terms of this Agreement, a portion) of the principal and interest due and owing on the Loan, and (b) the Maturity Date or such earlier date 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 the event that any Mortgage Loan becomes due and payable whether by acceleration or otherwise. If there is an Event of Default or a Potential Event of Default which is not cured within any applicable cure periodSubsequently Released Mortgage Loan solely because the Lender fails to extend the Termination Date in accordance with Section 2.09 hereof, the no Exit Fee shall be calculated and payable as on account of the date of the applicable default and not as of the date of actual repayment (i.e., if an Event of Default occurs during the fifth (5th) month after the Disbursement but Borrower does not repay the Loan until the ninth (9th) month after the Disbursement, the Exit Fee due and payable shall be two percent (2%) of the amount of the applicable Principal Repayment (which percentage is applicable to repayments made during the first six (6) months after Disbursement), even though such repayment was actually made after said six (6) month period)Subsequently Released Mortgage Loans.

Exit Fee. Borrower shall pay Lender an A non-refundable exit fee (the "“Exit Fee"”) for in an amount equal to the Loan Exit Fee Amount (as set forth hereinafter defined), which fee shall be earned in full on the Closing Date and due and payable on the date the Loans are paid in full (the “Exit Date”). For purposes of this Section 2.3.2. With Fee Letter, (i) “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 Lenders with respect to any the Loans (the “IRR”) on the Exit Date, as determined by 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 all prepayments (ii) “IRR Calculation” means that the IRR is to be calculated as the rate of all or a portion return earned by the Lenders on their initial investment in the Loans (to be calculated as the Obsidian Agency Services, Inc. as of the October 18, 2012 principal amount of the Loan (which prepayments, if any, shall in all events be made in accordance with Loans less the terms of Section 2.9 hereofClosing Fee) and with respect through the Exit Date taking into account the payment by the Borrower to any and all Release Payments made in connection with releases the Lenders of all or a portion principal, interest and other payments to the Lenders pursuant to the Credit Agreement. Attached hereto as Annex A are illustrative examples of the Property (which Release Payments and releases, if any, shall in all events be made in accordance with the terms of Section 2.9 hereof) (collectively, "Principal Repayments" and, individually, a "Principal Repayment") made prior to the six (6) month anniversary of the Disbursement, IRR Calculation. The Borrower shall pay all amounts due and payable hereunder to Lender an amount equal to two percent the Administrative Agent not later than 12:00 noon (2%New York City time) of the amount of such Principal Repayment as and when each such Principal Repayment is made or required to be made; with respect to each Principal Repayment made or required to be made during the period commencing on the day after the six (6) month anniversary when due, in lawful money of the Disbursement United States of America and ending in immediately available funds. All payments shall be made by the Borrower without set-off, counterclaim, deduction or other defense to the Administrative Agent and the Lenders. The Borrower hereby acknowledges and agrees that (i) the fees payable hereunder are fully earned on the twelve (12) month anniversary of the Disbursement, Borrower shall pay to Lender an amount equal to one specific dates set forth herein for such fees and onenon-half percent (1.5%) of the amount of such Principal Repayment as and when each such Principal Repayment is made; with respect to each Principal Repayment made or required to be made during the period commencing refundable on the day after the twelve date such fees are due and payable as provided above, (12ii) month anniversary of the Disbursement such fees constitute Obligations and ending at any time thereafter, including, without limitation, on the Maturity Date, Borrower shall pay to Lender an amount equal to one percent (1%) of the amount of such Principal Repayment. The Exit Fee shall be are in addition to any and all other fees payable by the Borrower under the Credit Agreement or amounts required to be paid pursuant to the terms of this Agreement in connection with any repayment of principal, including, without limitation, the Release Payment and the amounts required to be paid by Section 2.9.1. The Exit Fee shall deemed fully earned upon the execution of this Agreement and shall be payable upon the earlier of (a) repayment of all (or, subject to the terms of this Agreement, a portion) of the principal and interest due and owing on the Loanother Loan Document, and (biii) this letter agreement shall constitute a “Loan Document”. This letter agreement is the Maturity Date Fee Letter referred to in the Credit Agreement, shall be construed under and governed by the laws of the State of New York, and may be executed in any number of counterparts and by different parties on separate counterparts. Each of such counterparts shall be deemed to 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 such earlier date 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 Loan becomes due same shall be in writing and payable whether signed by acceleration or otherwisethe parties hereto. If there is an Event this letter agreement becomes the subject of Default a dispute, each of the parties hereto hereby waives trial by jury. The contents of this letter are confidential. Except as required by law, statute, rule, regulation or valid judicial process, this letter shall not be disclosed or displayed or its contents otherwise disclosed to any third Person (other than counsel to the Borrower and the Borrower’s auditors) without the prior written consent of the Administrative Agent. Very truly yours, HILL INTERNATIONAL, INC., a Potential Event of Default which is not cured within any applicable cure period, the Exit Fee shall be calculated Delaware corporation By: /s/ Xxxx Xxxxxxx III Name: Xxxx Xxxxxxx III Title: Chief Financial Officer Accepted and payable agreed to as of the date of the applicable default and not first above written: OBSIDIAN AGENCY SERVICES, INC., as of the date of actual repayment (i.e., if an Event of Default occurs during the fifth (5th) month after the Disbursement but Borrower does not repay the Loan until the ninth (9th) month after the Disbursement, the Exit Fee due and payable shall be two percent (2%) of the amount of the applicable Principal Repayment (which percentage is applicable to repayments made during the first six (6) months after Disbursement), even though such repayment was actually made after said six (6) month period).Administrative Agent By: /s/ Xxxx Xxxxxxxxxx Name: Xxxx Xxxxxxxxxx Title: Managing Partner Annex A IRR Calculations Baseline IRR Calculation The Baseline IRR Calculation Assumes:

Exit Fee. Upon any repayment or prepayment in whole or part of the Loan, including without limitation, a prepayment under Sections 2.3.3 or 2.5 of this Agreement, (but excluding a prepayment as required pursuant hereto in connection with a Casualty or Condemnation), Borrower shall be required to pay Lender an exit fee to Xxxxxxx Xxxxx Commercial Mortgage Capital, L.P. a non-refundable sum (the "“Exit Fee"”) for on the Loan as set forth in this Section 2.3.2. With respect date of such repayment or prepayment equal to any and all prepayments of all or a portion the product of the principal amount of the Loan being repaid or prepaid multiplied by the Exit Fee Percentage, provided, however, that upon repayment of the Loan in full the Exit Fee will be an amount equal to the product of (which prepaymentsx) the sum of principal amount of the Loan being repaid or prepaid plus any unfunded portion of the Loan Amount multiplied by (y) the Exit Fee Percentage. Notwithstanding the foregoing, if any, shall in all events be made in accordance with the terms of Section 2.9 hereof) and Exit Fee payable with respect to any and all Release Payments prepayment made in connection with releases a release of all or a portion of the Property (which Release Payments and releases, if any, shall in all events be made in accordance with the terms of Section 2.9 hereof) (collectively, "Principal Repayments" and, individually, a "Principal Repayment") made prior Parcel pursuant to the six (6) month anniversary of the Disbursement, Borrower shall pay to Lender an amount equal to two percent (2%) of the amount of such Principal Repayment as and when each such Principal Repayment is made or required to be made; with respect to each Principal Repayment made or required to be made during the period commencing on the day after the six (6) month anniversary of the Disbursement and ending on the twelve (12) month anniversary of the Disbursement, Borrower shall pay to Lender an amount equal to one and one-half percent (1.5%) of the amount of such Principal Repayment as and when each such Principal Repayment is made; with respect to each Principal Repayment made or required to be made during the period commencing on the day after the twelve (12) month anniversary of the Disbursement and ending at any time thereafter, including, without limitation, on the Maturity Date, Borrower shall pay to Lender an amount equal to one percent (1%) of the amount of such Principal Repayment. The Exit Fee section 2.5.3 shall be paid at the time the Loan is repaid in addition to any and all other fees or amounts required to be paid full (whether repaid pursuant to the terms of this Agreement in connection with any repayment of principal, including, without limitation, the Release Payment and the amounts required to be paid by Section 2.9.1. The Exit Fee shall deemed fully earned upon the execution of this Agreement and shall be payable upon the earlier of (a) repayment of all (or, subject to the terms 2.3.4 of this Agreement, a portion) at maturity or upon acceleration of the principal Loan). All Exit Fees shall be deemed to be earned in full by Xxxxxxx Sachs Commercial Mortgage Capital, L.P. upon the funding of the Loan and interest due and owing on shall constitute part of the Debt. Notwithstanding anything to the contrary contained in this Section 2.6, Xxxxxxx Xxxxx Commercial Mortgage Capital, L.P. shall waive the Exit Fee payable at the time the Loan is repaid in full if the Loan is refinanced by Xxxxxxx Sachs Commercial Mortgage Capital, L.P. or an Affiliate of Xxxxxxx Xxxxx Commercial Mortgage Capital, L.P. Upon the acceleration of the Loan, and (b) the Maturity Date or such earlier date as the Loan becomes due and payable whether by acceleration or otherwise. If there is an Event any unpaid portion of Default or a Potential Event of Default which is not cured within any applicable cure period, the Exit Fee shall be calculated and payable as of the date of the applicable default and not as of the date of actual repayment (i.e., if an Event of Default occurs during the fifth (5th) month after the Disbursement but Borrower does not repay the Loan until the ninth (9th) month after the Disbursement, the Exit Fee become immediately due and payable shall be two percent (2%) of the amount of the applicable Principal Repayment (which percentage is applicable to repayments made during the first six (6) months after Disbursement), even though such repayment was actually made after said six (6) month period)by Borrower.

Exit Fee. Borrower (a) In all events and under all circumstances, Borrowers shall (in addition to all other amounts which may then be payable to Lender hereunder) be obligated to pay to Lender an exit fee (the "“Exit Fee"”) for as follows: (i) subject to the Loan as set forth in this Section 2.3.2. With respect to following clauses (ii) and (iii) upon any (and all prepayments of all or a portion of the principal amount each) partial prepayment of the Loan (which prepaymentsincluding, if anywithout limitation, shall in all events be made in accordance with any voluntary prepayment pursuant to the terms provisions of Section 2.9 hereof2.4 (including, without limitation, any prepayment made from the proceeds of any Release Parcel Price or IP Release Price) and with respect or otherwise, any involuntary prepayment pursuant to any and all Release Payments made in connection with releases of all or a portion of the Property (which Release Payments and releases, if any, shall in all events be made in accordance with the terms provisions of Section 2.9 hereof) (collectively7.6.3 or otherwise, "Principal Repayments" and, individually, a "Principal Repayment") made prior and/or any application of amounts to the six (6) month anniversary Debt or any portion thereof following an Event of the DisbursementDefault), Borrower Borrowers shall pay to Lender an Exit Fee in an amount equal to two and one half percent (22.50%) of the principal amount prepaid or repaid; (ii) upon any (and each) application of such Principal Repayment as and when each such Principal Repayment is made or required to be made; with respect to each Principal Repayment made or required to be made during the period commencing on the day after the six (6) month anniversary of the Disbursement and ending on the twelve (12) month anniversary of the Disbursement, Borrower shall pay to Lender an amount equal to one and one-half percent (1.5%) of the amount of such Principal Repayment as and when each such Principal Repayment is made; with respect to each Principal Repayment made or required to be made during the period commencing on the day after the twelve (12) month anniversary of the Disbursement and ending at any time thereafter, including, without limitation, on the Maturity Date, Borrower shall pay to Lender an amount equal to one percent (1%) of the amount of such Principal Repayment. The Exit Fee shall be in addition to any and all other fees or amounts required to be paid pursuant Net Proceeds to the terms of this Agreement Debt in connection accordance with any repayment of principal, including, without limitation, the Release Payment and the amounts required to be paid by Section 2.9.1. The Exit Fee shall deemed fully earned upon the execution of this Agreement and shall be payable upon the earlier of (a) repayment of all (or, subject to the terms of this Agreement, a portionportion 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 interest due one-half percent (2.50%). In furtherance of the foregoing, each Borrower expressly acknowledges and owing on agrees that (A) Lender shall have no obligation to accept any prepayment of the LoanLoan unless and until Borrowers shall have complied with this Section 2.8, and (bB) Lender shall have no obligation to release any Loan Document upon payment of the Maturity Date Debt unless and until Lender shall have received the entire Exit Fee. Notwithstanding anything to the contrary set forth herein, from and after the date on which any portion of the membership interests in any of the Borrowers, First Mezzanine Borrowers, Second Mezzanine Borrowers or such earlier date as Third Mezzanine Borrowers is Transferred in connection with 105 the Loan becomes due and payable First Mezzanine Lender’s, Second Mezzanine Lender’s or Third Mezzanine Lender’s enforcement of its remedies (whether by acceleration judicial foreclosure, strict foreclosure, public or otherwise. If there is an Event private sale or any transfer in lieu of Default or a Potential Event of Default which is not cured within any applicable cure period, the Exit Fee shall be calculated and payable as of the date of foreclosure) under the applicable default loan documents, all references in this Section 2.8 to two and not as of the date of actual repayment (i.e., if an Event of Default occurs during the fifth (5th) month after the Disbursement but Borrower does not repay the Loan until the ninth (9th) month after the Disbursement, the Exit Fee due and payable shall be two one-half percent (22.50%) of the amount of the applicable Principal Repayment shall thereafter refer instead to four and one-half percent (which percentage is applicable to repayments made during the first six (6) months after Disbursement), even though such repayment was actually made after said six (6) month period4.50%).

Exit Fee. Borrower shall Upon repayment in full of any Loan (whether pursuant to Section 6 or Section 14 or otherwise), the Borrowers will pay Lender to the Agent an exit fee (the "Exit Fee") for the Loan as set forth in this Section 2.3.2. With respect to any and all prepayments of all or a portion of the principal amount of the Loan (which prepayments, if any, shall in all events be made in accordance with the terms of Section 2.9 hereof) and with respect to any and all Release Payments made in connection with releases of all or a portion of the Property (which Release Payments and releases, if any, shall in all events be made in accordance with the terms of Section 2.9 hereof) (collectively, "Principal Repayments" and, individually, a "Principal Repayment") made prior to the six (6) month anniversary of the Disbursement, Borrower shall pay to Lender an amount equal to two percent (2%) of the amount of such Principal Repayment as and when each such Principal Repayment is made or required to be made; with respect to each Principal Repayment made or required to be made during the period commencing on the day after the six (6) month anniversary of the Disbursement and ending on the twelve (12) month anniversary of the Disbursement, Borrower shall pay to Lender an amount equal to one and one-half percent (1.5%) of the amount of such Principal Repayment as and when each such Principal Repayment is made; with respect to each Principal Repayment made or required to be made during the period commencing on the day after the twelve (12) month anniversary of the Disbursement and ending at any time thereafter, including, without limitation, on the Maturity Date, Borrower shall pay to Lender an amount equal to one percent (11.0%) of the amount difference between the Committed Amount less any principal prepayments made pursuant to Section 6.4 hereof (the “Exit Fee”); provided, however, that Borrowers shall not be required to 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, Fxxxxx Mxx, Fxxxxxx Mac, or HUD (each a “Governmental Agency”) (each such Principal Repaymentpermanent loan is referred to herein as a “Permanent Loan”). The Exit Fee shall be in addition to any and all other fees or amounts required deemed to be paid pursuant to the terms of this Agreement in connection with any repayment of principal, including, without limitation, the Release Payment and the amounts required to be paid by Section 2.9.1. The Exit Fee shall deemed fully earned upon the execution of this Agreement but is not due and shall be payable upon until repayment in full of the earlier Loan. Notwithstanding the foregoing, in the event the Borrowers submit to Key (or an affiliate of Key) a properly completed application for a Permanent Loan and (a) repayment Key (or an affiliate of all Key) does not provide a proposal (ora “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, subject 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 this Agreement, any Alternative Proposal (a portion“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 principal 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 interest due and owing on the Loan, and (b) the Maturity Date or such earlier date as the Loan becomes due and payable whether by acceleration or otherwise. If there is an Event of Default or a Potential Event of Default which is not cured within any applicable cure period, the Exit Fee shall will thereafter be calculated and payable as of the date of the applicable default and not as of the date of actual repayment (i.e., if an Event of Default occurs during the fifth (5th) month after the Disbursement but Borrower does not repay the Loan until the ninth (9th) month after the Disbursement, the Exit Fee due and payable shall be two percent (2%) of the amount of the applicable Principal Repayment (which percentage is applicable to repayments made during the first six (6) months after Disbursement), even though such repayment was actually made after said six (6) month period)waived.

Exit Fee. Borrower shall pay Lender an exit fee (If, the "Exit Fee") Borrowers prepay, repay, satisfy or otherwise discharge, for the Loan as set forth in this Section 2.3.2. With respect to any and all prepayments of reason, all or a portion any part of the principal amount balance of the any Loan (which prepaymentsincluding any mandatory prepayment pursuant to Section 2.10 or if such payment is made voluntarily, if any, shall in all events be made in accordance with the terms of Section 2.9 hereof) and with respect to including any and all Release Payments payment or distribution made in connection with releases any bankruptcy or insolvency proceeding with respect to the Company or any Subsidiary thereof), or if the Loans are accelerated or otherwise become immediately due and payable for any reason, whether as a result of an acceleration following an Event of Default or otherwise (including in connection with any bankruptcy or insolvency proceeding with respect to the Company or any Subsidiary thereof), the Borrowers shall pay to the Administrative Agent, for the benefit of all or Lenders entitled to a portion of the Property (which Release Payments and releasessuch prepayment, if anyrepayment, shall in all events be made in accordance satisfaction or discharge, together with the terms of Section 2.9 hereof) (collectivelyprincipal balance being repaid, "Principal Repayments" andprepaid, individuallysatisfied or discharged, a "Principal Repayment") made prior to the six (6) month anniversary of the Disbursement, Borrower shall pay to Lender or which has been accelerated or otherwise become immediately due and payable an amount equal to two percent (2%) of the amount principal sum repaid, prepaid or accelerated (such amount, the “Exit Fee”), which shall be immediately due and payable upon (i) an acceleration of such Principal Repayment as and when each such Principal Repayment is made the Loans (including in connection with any bankruptcy or required to be made; insolvency proceeding with respect to each Principal Repayment made the Company or required to be made during the period commencing on the day after the six any Subsidiary thereof) or (6ii) month anniversary full repayment, prepayment, satisfaction or discharge of the Disbursement Loans. The aggregate Exit Fees that shall be due and ending on owing to the twelve (12) month anniversary Lenders upon the repayment or prepayment of the DisbursementLoans in connection with a Permitted Sale (as defined in the Warrants) shall be reduced, Borrower shall pay but not, in any case, to Lender an amount that is less than $0, by an amount equal to one and one-half percent (1.5%) the aggregate of the amount of such Principal Repayment as and when each such Principal Repayment is made; with respect to each Principal Repayment made or required to be made during Immediate Exercise Values realized by the period commencing on the day after the twelve (12) month anniversary holders of the Disbursement and ending at any time thereafter, including, without limitation, on Warrants (as certified by the Maturity Date, Borrower shall pay to Lender an amount equal to one percent (1%) of the amount of such Principal Repayment. The Exit Fee shall be in addition to any and all other fees or amounts required to be paid pursuant Borrowers to the terms of this Agreement Administrative Agent in connection with any repayment of principal, including, without limitation, the Release Payment and the amounts required to be paid by Section 2.9.1. The Exit Fee shall deemed fully earned upon the execution of this Agreement and shall be payable upon the earlier of (a) repayment of all (or, subject to the terms of this Agreement, a portion) of the principal and interest due and owing on the Loan, and (b) the Maturity Date or such earlier date as the Loan becomes due and payable whether by acceleration or otherwise. If there is an Event of Default or a Potential Event of Default which is not cured within any applicable cure period, the Exit Fee shall be calculated and payable as of the date of the applicable default and not as of the date of actual repayment (i.e., if an Event of Default occurs during the fifth (5th) month after the Disbursement but Borrower does not repay the Loan until the ninth (9th) month after the Disbursement, the Exit Fee due and payable shall be two percent (2%) of the amount of the applicable Principal Repayment (which percentage is applicable to repayments made during the first six (6) months after Disbursement), even though such repayment was actually made after said six (6) month periodprepayment).

Exit Fee. Borrower 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 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 pay Lender an exit fee be accompanied by a premium (the "Exit Fee"“Repayment Premium”) for payable in cash to the Loan Administrative Agent in an amount equal to 5.00% of the aggregate amount of the Commitments terminated or the Loans prepaid or repaid, as set forth applicable. If the Loans are accelerated or otherwise become due prior to the Scheduled Maturity Date, in this Section 2.3.2. With respect to any each case as a result of an Event of Default (including the acceleration of claims by operation of law), the amount of principal of and all prepayments of all or a portion premium on the Loans that becomes due and payable shall automatically equal 100% of the principal amount of the Loan (which prepayments, Loans plus the Repayment Premium as if any, shall in all events be made in accordance with the terms of Section 2.9 hereof) and with respect to any and all Release Payments made in connection with releases of all such acceleration or other occurrence were a portion voluntary prepayment of the Property 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 (which Release Payments and releases, if any, shall in all events be made in accordance with the terms of Section 2.9 hereofTO 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 (collectively, "Principal Repayments" and, individually, a "Principal Repayment") made prior to the six fullest extent it may lawfully do so) that: (6A) month anniversary the Repayment Premium is reasonable and is the product of an arm’s length transaction between sophisticated business people, ably represented by counsel; (B) the Disbursement, Borrower Repayment Premium shall pay to Lender an amount equal to two percent (2%) of be payable notwithstanding the amount of such Principal Repayment as and when each such Principal Repayment is made or required to be made; with respect to each Principal Repayment made or required to be made during then prevailing market rates at the period commencing on the day after the six (6) month anniversary of the Disbursement and ending on the twelve (12) month anniversary of the Disbursement, Borrower shall pay to Lender an amount equal to one and one-half percent (1.5%) of the amount of such Principal Repayment as and when each such Principal Repayment time payment is made; with respect and (C) there has been a course of conduct between the Lenders and the Borrower giving specific consideration in this transaction for such agreement to each Principal pay the Repayment made or required to be made during Premium and (D) the period commencing on the day after the twelve (12) month anniversary of the Disbursement and ending at any time thereafter, including, without limitation, on the Maturity Date, Borrower shall pay be estopped hereafter from claiming differently than as agreed to Lender an amount equal to one percent (1%) of the amount of such Principal Repayment. The Exit Fee shall be in addition to any and all other fees or amounts required to be paid pursuant to the terms of this Agreement in connection with any repayment of principal, including, without limitation, the Release Payment and the amounts required to be paid by Section 2.9.1. The Exit Fee shall deemed fully earned upon the execution of this Agreement and shall be payable upon the earlier of (a) repayment of all (or, subject to the terms of this Agreement, a portion) of the principal and interest due and owing on the Loan, and (b) the Maturity Date or such earlier date as the Loan becomes due and payable whether by acceleration or otherwise. If there is an Event of Default or a Potential Event of Default which is not cured within any applicable cure period, the Exit Fee shall be calculated and payable as of the date of the applicable default and not as of the date of actual repayment (i.e., if an Event of Default occurs during the fifth (5th) month after the Disbursement but Borrower does not repay the Loan until the ninth (9th) month after the Disbursement, the Exit Fee due and payable shall be two percent (2%) of the amount of the applicable Principal Repayment (which percentage is applicable to repayments made during the first six (6) months after Disbursement), even though such repayment was actually made after said six (6) month period)paragraph.

Exit Fee. Borrower (a) In all events and under all circumstances, except as set forth in subsection (b) below, Borrowers shall be obligated to pay to Lender an exit fee (the "“Exit Fee"”) for in an amount equal to $1,395,000,000.00 multiplied by the Loan Applicable Exit Fee Percentage, which amount shall be payable as set forth in this Section 2.3.2. With respect follows: (i) subject to the following clause (ii), upon any (and all prepayments of all or a portion each) partial prepayment of the principal amount of Loan, the First Mezzanine Loan, the Second Mezzanine Loan (which prepayments, if any, shall in all events be made and/or the Third Mezzanine Loan in accordance with the terms of Section 2.9 hereof) and with respect to any and all Release Payments made in connection with releases of all or a portion of , excluding, however, the Property (which Release Payments and releasesMezzanine Prepayments, the Quarterly Deficiency Relinquishment Prepayment, if anyapplicable, shall in all events be made in accordance and any prepayment with the terms 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 2.9 2.4 hereof) (collectively, "Principal Repayments" and, individually, a "Principal Repayment") made prior to the six (6) month anniversary of the Disbursement, Borrower Borrowers shall pay to Lender an amount equal to two percent (2%) Lender, on account of the amount of such Principal Repayment as and when each such Principal Repayment is made or required to be made; with respect to each Principal Repayment made or required to be made during the period commencing on the day after the six (6) month anniversary of the Disbursement and ending on the twelve (12) month anniversary of the DisbursementExit Fee, Borrower shall pay to Lender an amount equal to one and one-half percent (1.5%) of the amount of such Principal Repayment as and when each such Principal Repayment is made; with respect to each Principal Repayment made or required to be made during the period commencing on the day after the twelve (12) month anniversary of the Disbursement and ending at any time thereafter, including, without limitation, on the Maturity Date, Borrower shall pay to Lender an amount equal to one percent (1%) of the amount so prepaid; (ii) upon any (and each) application of such Principal Repayment. The Exit Fee shall be in addition to any and all other fees or amounts required to be paid pursuant Net Proceeds to the terms of this Agreement Debt in connection accordance with any repayment of principal, including, without limitation, the Release Payment and the amounts required to be paid by Section 2.9.1. The Exit Fee shall deemed fully earned upon the execution of this Agreement and shall be payable upon the earlier of (a) repayment of all (or, subject to the terms of this Agreement, a portion) of the principal and interest due and owing on the Loan, and (b) the Maturity Date or such earlier date as the Loan becomes due and payable whether by acceleration or otherwise. If there is an Event of Default or a Potential Event of Default which is not cured within any applicable cure period, the Exit Fee shall be calculated and payable as of the date of the applicable default and not as of the date of actual repayment (i.e., if an Event of Default occurs during the fifth (5th) month after the Disbursement but Borrower does not repay the Loan until the ninth (9th) month after the Disbursement, the Exit Fee due and payable shall be two one percent (21%) of the amount thereof shall be retained by Lender on account of the applicable Principal Repayment Exit Fee and the balance thereof shall be applied to the Debt; and (which percentage 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 of the Debt, the Applicable Exit Fee Percentage is applicable to repayments made during the first six one-half of one percent (60.50%) months after Disbursementrather than one percent (1%), even though such repayment was actually made after said six 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 (6i) month periodand/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 prepayment of the 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 Borrowers shall have complied 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.

Exit Fee. Borrower Borrowers shall pay Lender 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"”) for the Loan as set forth in this Section 2.3.2. With respect to any and all prepayments of all or a portion of the principal amount of the Loan (which prepayments, if any, shall in all events be made calculated in accordance with this subsection and upon the terms of Section 2.9 hereof) and with respect to any and all Release Payments made in connection with releases of all date or a portion of the Property (which Release Payments and releases, if any, shall in all events be made in accordance with the terms of Section 2.9 hereof) (collectively, "Principal Repayments" and, individually, a "Principal Repayment") made prior to the six (6) month anniversary of the Disbursement, Borrower shall pay to Lender an amount equal to two percent (2%) of the amount of such Principal Repayment as and when each such Principal Repayment is made or dates required to be made; with respect to each Principal Repayment made or required to be made during the period commencing on the day after the six (6) month anniversary of the Disbursement and ending on the twelve (12) month anniversary of the Disbursement, Borrower shall pay to Lender an amount equal to one and one-half percent (1.5%) of the amount of such Principal Repayment as and when each such Principal Repayment is made; with respect to each Principal Repayment made or required to be made during the period commencing on the day after the twelve (12) month anniversary of the Disbursement and ending at any time thereafter, including, without limitation, on the Maturity Date, Borrower shall pay to Lender an amount equal to one percent (1%) of the amount of such Principal Repaymentunder this subsection. The Exit Fee shall be in addition 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 all other fees or amounts required to be paid pursuant to the terms of each an “Exit Fee Tranche”) under this Agreement in connection with (regardless of any repayment or prepayment thereof). Upon any repayment of principalany portion of any Term Loan (whether by voluntary prepayment by Borrower, includingby mandatory prepayment by Borrower, without limitation, the Release Payment and the amounts required to be paid by Section 2.9.1. The Exit Fee shall deemed fully earned upon the execution of this Agreement and shall be payable upon the earlier of (a) repayment of all (or, subject to the terms of this Agreement, a portion) reason of the principal and interest due and owing on the Loan, and (b) the Maturity Date or such earlier date as the Loan becomes due and payable whether by acceleration or otherwise. If there is occurrence of an Event of Default or a Potential the acceleration of the Obligations (including any automatic acceleration due to the occurrence of an Event of Default which is not cured within described in Section 10.1(f)) or otherwise) other than scheduled amortization payments (if any) in respect of any applicable cure periodExit Fee Tranche of any Term Loans, a portion of the Exit Fee shall be calculated due in the following amount: that percentage which is obtained by dividing the amount 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 date Closing Date. For the avoidance of doubt, the applicable default and not fees set forth in the Fee Letter, dated as of the date of actual repayment (i.e.Closing Date, if an Event of Default occurs during the fifth (5th) month after the Disbursement but Borrower does not repay the Loan until the ninth (9th) month after the Disbursement, are in addition to the Exit Fee due and payable shall be two percent (2%) of the amount of the applicable Principal Repayment (which percentage is applicable to repayments made during the first six (6) months after Disbursement), even though such repayment was actually made after said six (6) month periodset forth in this Section 2.2(h).

Exit Fee. Borrower 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 Lender an exit fee (to the "Exit Fee") Administrative Agent, for the Loan as set forth in this Section 2.3.2. With respect to any and all prepayments of all or a portion 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 Loan Term A Loans funded on the Effective Date or any other time (which prepayments, if any, shall including any Incremental Term Loans) minus (ii) the sum of (A) the amount of the Structuring Fee (as defined in all events be made in accordance with the terms of Fee Letter) paid pursuant to Section 2.9 hereof2.06(a) and with respect to any and all Release Payments made in connection with releases of all or a portion of the Property (which Release Payments and releases, if any, shall in all events be made in accordance with the terms of Section 2.9 hereofB) (collectively, "Principal Repayments" and, individually, a "Principal Repayment") made prior to the six (6) month anniversary of the Disbursement, Borrower shall pay to Lender an amount equal to two percent (2%) of the amount of such Principal Repayment as and when each such Principal Repayment is made or required to be made; with respect to each Principal Repayment made or required to be made during the period commencing interest paid on the day after the six (6) month anniversary Term A Loans comprised of the Disbursement Applicable Margin through and ending on including the twelve (12) month anniversary of the Disbursement, Borrower shall pay to Lender an amount equal to one and one-half percent (1.5%) of the amount date of such Principal Repayment as and when each such Principal Repayment is made; with respect to each Principal Repayment made or required to be made during the period commencing on the day after the twelve (12) month anniversary of the Disbursement and ending at any time thereafter, including, without limitation, on the Maturity Date, Borrower shall pay to Lender an amount equal to one percent (1%) of the amount of such Principal Repayment. The Exit Fee shall be in addition to any 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 all other fees or amounts required to be paid pursuant Guarantor expressly agrees (to the terms of this Agreement in connection with any repayment of principal, including, without limitation, fullest extent that it may lawfully do so) that: (A) the Release Payment and the amounts required to be paid by Section 2.9.1. The Exit Fee shall deemed fully earned upon is reasonable and is the execution product of this Agreement and shall be payable upon the earlier of an arm’s length transaction between sophisticated business people, ably represented by counsel; (aB) repayment of all 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; (or, subject to the terms of this Agreement, a portionC) of the principal and interest due and owing on the Loan, and (b) the Maturity Date or such earlier date as the Loan becomes due and payable whether by acceleration or otherwise. If there is an Event of Default or a Potential Event of Default which is not cured within any applicable cure period, the Exit Fee shall be calculated 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 payable the Borrowers and Guarantors giving specific consideration in this transaction for such agreement to pay the Exit Senior Secured Term Loan Credit Agreement among Kosmos Energy LTD., Kosmos Energy GOM Holdings, LLC, Kosmos Energy Gulf of Mexico Operations, LLC, the other Guarantors party hereto, the Initial Lenders, and CLMG Corp. dated as of the date September 30, 2020 Page 50 of 146 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 applicable default impracticability and not as extreme difficulty of ascertaining actual damages the date of actual repayment (i.e., if an Event of Default occurs during the fifth (5th) month after the Disbursement but Borrower does not repay the Loan until the ninth (9th) month after the Disbursement, parties mutually agree that the Exit Fee due and payable shall be two percent (2%) is a reasonable calculation of the amount Lenders’ lost profits as a result of the applicable Principal Repayment (which percentage is applicable to repayments made during the first six (6) months after Disbursement), even though any such repayment was actually made after said six (6) month period)prepayments or acceleration.

Exit Fee. Borrower On the Termination Date or upon any voluntary prepayment of the Term Loan as permitted hereunder or upon any mandatory prepayment of the Term Loan. Borrowers shall pay Lender an exit to Administrative Agent for the benefit of Lenders a fee (the "Exit Fee") for the Loan as set forth in this Section 2.3.2. With respect to any and all prepayments of all or a portion of the principal amount of the Loan (which prepayments, if any, shall in all events be made in accordance with the terms of Section 2.9 hereof) and with respect to any and all Release Payments made in connection with releases of all or a portion of the Property (which Release Payments and releases, if any, shall in all events be made in accordance with the terms of Section 2.9 hereof) (collectively, "Principal Repayments" and, individually, a "Principal Repayment") made prior equal to the six (6) month anniversary of Term Loan Commitment multiplied by the DisbursementApplicable Exit Fee Percentage. If any such prepayments are made, then upon such prepayment, Borrower shall pay to Lender an Administrative Agent the proportionate amount equal of the Exit Fee attributable to such prepayment; provided, however, that in the event of a casualty or Taking and the application of any Casualty Proceeds therefrom to a prepayment of a portion of the Obligations, Borrower shall not be required to pay the Exit Fee allocable to such prepayment. The term "Applicable Exit Fee Percentage" means: two percent (22.0%) of if the amount of such Principal Repayment as and when each such Principal Repayment payment is made on or required to be madebefore the twenty-fourth (24th) full calendar month following the Closing Date; with respect to each Principal Repayment made or required to be made during the period commencing on the day after the six (6) month anniversary of the Disbursement and ending on the twelve (12) month anniversary of the Disbursement, Borrower shall pay to Lender an amount equal to one and one-half percent (1.5%) of the amount of such Principal Repayment as and when each such Principal Repayment is made; with respect to each Principal Repayment made or required to be made during the period commencing on the day after the twelve (12) month anniversary of the Disbursement and ending at any time thereafter, including, without limitation, on the Maturity Date, Borrower shall pay to Lender an amount equal to one percent (11.0%) if the payment is made during or after the twenty-fifth (25th) full calendar month following the Closing Date and before or during the thirty-sixth (36th) full calendar month following the Closing Date; and one half of one percent (.50%) if the amount of such Principal Repayment. The Exit Fee shall be in addition to any and all other fees payment is made during or amounts required to be paid pursuant to after the terms of this Agreement in connection with any repayment of principalthirty-seventh (37th) full calendar month following the Closing Date; provided, includinghowever, without limitation, that if the Release Payment and Termination Date occurs during the amounts required to be paid by Section 2.9.1. The Exit Fee shall deemed fully earned upon the execution of this Agreement and shall be payable upon the earlier of (a) repayment of all (or, subject to the terms of this Agreement, a portion) of the principal and interest due and owing on the Loan, and (b) the Maturity Date or such earlier date as the Loan becomes due and payable whether by acceleration or otherwise. If there is an Event of Default or a Potential Event of Default which is not cured within any applicable cure periodClosed Period, the Exit Fee shall be calculated an amount equal to the sum of two percent (2.0%) multiplied by the Term Loan Commitment plus the amount of interest which would have been due and payable from the Termination Date through the end of the Closed Period, assuming a Base Rate equal to the Base Rate as of the date Termination Date. Notwithstanding the foregoing, if (i) the Term Loan is repaid with the proceeds of a mortgage loan facility provided by Xxxxxxx Xxxxx with respect to all of the applicable default and Projects not as previously released from the Lien of the date Financing Documents pursuant to Section 2.12 or (ii) Xxxxxxx Xxxxx fails to deliver a term sheet with respect to providing such mortgage loan facility within thirty (30) days after receipt from Borrowers of actual repayment (i.e., if an Event of Default occurs during the fifth (5th) month after the Disbursement but Borrower does not repay the Loan until the ninth (9th) month after the Disbursementa written request for a term sheet, the Applicable Exit Fee due and payable Percentage shall be two reduced by one-half of one percent (2.50%) of the amount of the applicable Principal Repayment (which percentage is applicable with respect to repayments payments made during the first six (6) months after Disbursement), even though from such repayment was actually made after said six (6) month period)refinancing proceeds.

Exit Fee. Borrower (a) In all events and under all circumstances, except as set forth in subsection (b) below, Borrowers shall be obligated to pay to Lender an exit fee (the "“Exit Fee"”) for in an amount equal to the Loan as set forth in this Section 2.3.2. With respect to any and all prepayments of all or a portion of the original principal amount of the Loan multiplied by the Applicable Exit Fee Percentage, which amount shall be payable as follows: (which prepaymentsi) subject to the following clause (ii), if any, shall in all events be made upon any (and each) partial prepayment of the Loan in accordance with the terms hereof, excluding, however, any prepayment with the proceeds of Section 2.9 hereof) and with respect to any and all Minimum Mandatory Prepayment (or any partial payment on account thereof), Non-Qualified Mandatory Prepayment, Additional Non-Qualified Mandatory Prepayment, Release Payments made in connection with releases of all or a portion of the Property (which Parcel Release Payments and releasesPrice, Adjacent Parcel Release Price and/or IP Release Price, if anyapplicable, shall in addition to all events be made in accordance with the terms of other amounts payable to Lender under Section 2.9 2.4 hereof) (collectively, "Principal Repayments" and, individually, a "Principal Repayment") made prior to the six (6) month anniversary of the Disbursement, Borrower Borrowers shall pay to Lender an amount equal to two percent (2%) Lender, on account of the amount of such Principal Repayment as and when each such Principal Repayment is made or required to be made; with respect to each Principal Repayment made or required to be made during the period commencing on the day after the six (6) month anniversary of the Disbursement and ending on the twelve (12) month anniversary of the DisbursementExit Fee, Borrower shall pay to Lender an amount equal to one and one-half percent (1.5%) of the amount of such Principal Repayment as and when each such Principal Repayment is made; with respect to each Principal Repayment made or required to be made during the period commencing on the day after the twelve (12) month anniversary of the Disbursement and ending at any time thereafter, including, without limitation, on the Maturity Date, Borrower shall pay to Lender an amount equal to one percent (1%) of the amount so prepaid; (ii) upon any (and each) application of such Principal Repayment. The Exit Fee shall be in addition to any and all other fees or amounts required to be paid pursuant Net Proceeds to the terms of this Agreement Debt in connection accordance with any repayment of principal, including, without limitation, the Release Payment and the amounts required to be paid by Section 2.9.1. The Exit Fee shall deemed fully earned upon the execution of this Agreement and shall be payable upon the earlier of (a) repayment of all (or, subject to the terms of this Agreement, a portion) of the principal and interest due and owing on the Loan, and (b) the Maturity Date or such earlier date as the Loan becomes due and payable whether by acceleration or otherwise. If there is an Event of Default or a Potential Event of Default which is not cured within any applicable cure period, the Exit Fee shall be calculated and payable as of the date of the applicable default and not as of the date of actual repayment (i.e., if an Event of Default occurs during the fifth (5th) month after the Disbursement but Borrower does not repay the Loan until the ninth (9th) month after the Disbursement, the Exit Fee due and payable shall be two one percent (21%) of the amount thereof shall be retained by Lender on account of the applicable Principal Repayment Exit Fee and the balance thereof shall be applied to the Debt; and (which percentage 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 of the Debt, the Applicable Exit Fee Percentage is applicable to repayments made during the first six one-half of one percent (60.50%) months after Disbursementrather than one percent (1%), even though such repayment was actually made after said six 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 (6i) month periodand/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 prepayment of the 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 Borrowers shall have complied 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.