Common use of Exit Fee Clause in Contracts

Exit Fee. (i) In all events and under all circumstances (except as otherwise expressly set forth in this Section 2.7(d)), Borrower shall be obligated to pay to Lender an exit fee (the “Exit Fee”) in an amount equal to 0.50% of the original principal amount of the Loan, which amount shall be payable as follows: (A) upon any (and each) partial prepayment of the Loan in accordance with the terms hereof, in addition to all other amounts payable to Lender hereunder, Borrower shall pay to Lender, on account of the Exit Fee, an amount equal to 0.50% of the amount so prepaid and (B) upon repayment in full of the Debt or the acceleration thereof in accordance with the terms of any of the Loan Documents, Borrower shall pay to Lender the entire Exit Fee which would be due on such date, less any amounts on account thereof previously paid to Lender under the foregoing clause (A) of this subsection. In furtherance of the foregoing, Borrower expressly acknowledges and agrees that (y) Lender shall have no obligation to accept any prepayment of the Loan unless and until Borrower shall have complied with this Section 2.7(d) and (z) Lender shall have no obligation to release any Loan Document upon payment of the Debt unless and until Lender shall have received the entire Exit Fee. (ii) Borrower expressly acknowledges and agrees that the Exit Fee (A) shall constitute additional consideration for the Loan, (B) shall be in addition to and not offset by any other amounts due and payable hereunder (including, without limitation and to the extent applicable, the Prepayment Premium) and (iii) shall, upon payment, be the sole and exclusive property of Lender. (iii) Notwithstanding the foregoing or anything to the contrary contained herein or in any other Loan Documents, no Exit Fee shall be payable in connection with a repayment of the Loan by virtue of a refinancing of the Property provided that such refinancing is provided by Citibank.

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

Exit Fee. (ia) In all events and under all circumstances circumstances, Borrowers shall (except as otherwise expressly set forth in this Section 2.7(d)), Borrower shall 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”) in an amount equal to 0.50% of the original principal amount of the Loan, which amount shall be payable as follows: (Ai) subject to the following clauses (ii) and (iii) upon any (and each) partial prepayment of the Loan (including, without limitation, any voluntary prepayment pursuant to the provisions of Section 2.4 (including, without limitation, any prepayment made from the proceeds of any Release Parcel Price or IP Release Price) or otherwise, any involuntary prepayment pursuant to the provisions of Section 7.6.3 or otherwise, and/or any application of amounts to the Debt or any portion thereof following an Event of Default), Borrowers shall pay an Exit Fee in an amount equal to two and one half percent (2.50%) of the principal amount prepaid or repaid; (ii) upon any (and each) application of any Net Proceeds to the Debt in accordance with the terms hereofof this Agreement, in addition to all other amounts payable to Lender hereunder, Borrower shall pay to Lender, on account a portion of the Exit Fee, Net Proceeds in an amount equal to 0.50% two and one half percent (2.50%) of such Net Proceeds shall be applied to the amount so prepaid Exit Fee with the balance of such Net Proceeds being applied to the Debt; and (Biii) upon any repayment in full of the Debt or the acceleration thereof in accordance with the terms hereof or of any of the other Loan Documents, Borrower Borrowers shall pay to Lender the entire an Exit Fee which would be due on such date, less any amounts on account thereof previously paid equal to Lender under the foregoing clause principal amount of the Debt so repaid multiplied by two and one-half percent (A) of this subsection2.50%). In furtherance of the foregoing, each Borrower expressly acknowledges and agrees that (yA) Lender shall have no obligation to accept any prepayment of the Loan unless and until Borrower Borrowers shall have complied with this Section 2.7(d) 2.8, and (zB) Lender shall have no obligation to release any Loan Document upon payment of the Debt unless and until Lender shall have received the entire Exit Fee. (ii) Borrower expressly acknowledges and agrees that the Exit Fee (A) shall constitute additional consideration for the Loan, (B) shall be in addition to and not offset by any other amounts due and payable hereunder (including, without limitation and to the extent applicable, the Prepayment Premium) and (iii) shall, upon payment, be the sole and exclusive property of Lender. (iii) . Notwithstanding the foregoing or anything to the contrary contained herein or set forth herein, from and after the date on which any portion of the membership interests in any other Loan Documentsof the Borrowers, no Exit Fee shall be payable First Mezzanine Borrowers, Second Mezzanine Borrowers or Third Mezzanine Borrowers is Transferred in connection with a repayment the First Mezzanine Lender’s, Second Mezzanine Lender’s or Third Mezzanine Lender’s enforcement of its remedies (whether by judicial foreclosure, strict foreclosure, public or private sale or any transfer in lieu of foreclosure) under the Loan by virtue of a refinancing of the Property provided that such refinancing is provided by Citibankapplicable loan documents, all references in this Section 2.8 to two and one-half percent (2.50%) shall thereafter refer instead to four and one-half percent (4.50%).

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

Exit Fee. Upon repayment in full of any Loan (i) In all events and under all circumstances (except as otherwise expressly set forth in this whether pursuant to Section 2.7(d)6 or Section 14 or otherwise), Borrower shall be obligated to the Borrowers will pay to Lender the Agent an exit fee equal to one percent (1.0%) of the 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, F▇▇▇▇▇ M▇▇, F▇▇▇▇▇▇ Mac, or HUD (each a “Governmental Agency”) in an amount equal (each such permanent loan is referred to 0.50% of the original principal amount of the herein as a “Permanent Loan, which amount ”). The Exit Fee shall be deemed to be earned upon the execution of this Agreement but is not due and payable as follows: (A) upon any (and each) partial prepayment of the Loan in accordance with the terms hereof, in addition to all other amounts payable to Lender hereunder, Borrower shall pay to Lender, on account of the Exit Fee, an amount equal to 0.50% of the amount so prepaid and (B) upon until repayment in full of the Debt 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) Key (or an affiliate of Key) does not provide a proposal (a “Proposal”) for a Permanent Loan within forty-five (45) days of its receipt of such properly completed application(s) or (b) Borrowers determine that the acceleration Proposal is not competitive with other comparable options then available in the market, then Borrowers may seek permanent financing (similar to a Permanent Loan) from other lenders (any such written proposal/term sheet from another lender is referred to as an “Alternative Proposal”). If Borrowers obtain an Alternative Proposal they hereby agree to provide promptly to Key (or an affiliate of Key) such Alternative Proposal (in writing) and Key (or an affiliate of Key) shall have a period of five (5) Business Days after receipt thereof to meet or decline to meet the substantive terms of such Alternative Proposal. In the event Key (or an affiliate of Key) elects in accordance with writing to meet the terms of any Alternative Proposal (a “Matched Proposal”) then Borrowers agree to proceed with such Permanent Loan from Key (or an affiliate of the Loan Documents, Borrower shall pay to Lender the entire Exit Fee which would be due on Key) as set forth in such date, less any amounts on account thereof previously paid to Lender under the foregoing clause (A) of this subsectionMatched Proposal. In furtherance the event Key (or an affiliate of Key) declines in writing to meet the foregoing, Borrower expressly acknowledges terms of any Alternative Proposal then Borrowers may proceed to close such permanent loan consistent with the Alternative Proposal and agrees that (y) Lender shall have no obligation to accept any prepayment of the Loan unless and until Borrower shall have complied with this Section 2.7(d) and (z) Lender shall have no obligation to release any Loan Document upon payment of the Debt unless and until Lender shall have received the entire Exit Fee. (ii) Borrower expressly acknowledges and agrees that the Exit Fee (A) shall constitute additional consideration for the Loan, (B) shall will thereafter be in addition to and not offset by any other amounts due and payable hereunder (including, without limitation and to the extent applicable, the Prepayment Premium) and (iii) shall, upon payment, be the sole and exclusive property of Lenderwaived. (iii) Notwithstanding the foregoing or anything to the contrary contained herein or in any other Loan Documents, no Exit Fee shall be payable in connection with a repayment of the Loan by virtue of a refinancing of the Property provided that such refinancing is provided by Citibank.

Exit Fee. (i) In all events and under all circumstances (except as otherwise expressly set forth in this Section 2.7(d))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 exit additional fee of one-percent (1%) of the then-current Loan Balance (the “Exit Fee”) in an amount equal to 0.50% of the original principal amount of the Loan, which amount ). The Exit Fee shall be payable as follows: (A) upon deemed earned when due pursuant to this Section 2.3(b), and shall not be subject to reduction or be refundable under any (and each) circumstances. If any partial prepayment repayment of the Loan is made, 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 the Exit Fee allocable to the amount being so prepaid in accordance with Section 2.10. Upon such partial prepayment, the terms hereof, in addition to all other amounts payable to Lender hereunder, Borrower amount due on the Maturity Date or earlier acceleration of the Loan shall pay to Lender, on account be reduced by that portion of the Exit FeeFee previously paid by Borrower to Lender. Notwithstanding anything in this Agreement to the contrary, an amount equal if and to 0.50% of the amount so prepaid and (B) upon repayment in full of extent that the Debt Loan or the acceleration any portion thereof in accordance is repaid with the terms proceeds of a mortgage loan from Lender (or any of the Loan Documents, Borrower shall pay to Affiliate thereof or syndicate including Lender the entire Exit Fee which would be due on or any such date, less Affiliate) (provided that Lender (or any amounts on account Affiliate thereof previously paid to or syndicate including Lender under the foregoing clause (Aor any such Affiliate) of this subsection. In furtherance of the foregoing, Borrower expressly acknowledges and agrees that (y) Lender shall have no obligation to accept any prepayment of the Loan unless and until Borrower shall have complied with this Section 2.7(d) and (z) Lender shall have no obligation offer to release any Loan Document upon payment of the Debt unless and until Lender shall have received the entire Exit Fee. (ii) Borrower expressly acknowledges and agrees that provide such financing), then the Exit Fee that would otherwise be payable with respect to repayment (Aor portion thereof) shall constitute additional consideration for the Loan, (B) in connection therewith shall be in addition to and not offset by any other amounts due and payable hereunder (including, without limitation and to waived. For the extent applicable, the Prepayment Premium) and (iii) shall, upon payment, be the sole and exclusive property avoidance of Lender. (iii) Notwithstanding the foregoing or anything to the contrary contained herein or in any other Loan Documentsdoubt, no Exit Fee shall is required to be payable paid in connection with a repayment of the Loan by virtue of a refinancing of the Property provided that such refinancing is provided by Citibank.relation to any Amortization Payment made pursuant to Section 2.8.‌

Exit Fee. Upon (ix) In all events and under all circumstances repayment of the Term A Loans as a result of any Repayment Event, (except as otherwise expressly set forth in this 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 2.7(d)6.01, or (z) the Maturity Date (each, an “Exit Fee Event”), Borrower the Borrowers shall be obligated to pay to Lender the Administrative Agent, for the ratable benefit of the Term Loan A Lenders, an exit fee (the “Exit Fee”) Fee in an amount equal to 0.50% 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 original aggregate principal amount of the Loan, which 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 shall be payable of the Structuring Fee (as followsdefined 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) upon any (and each) partial prepayment of the Loan in accordance with the terms hereof, in addition to all other amounts payable to Lender hereunder, Borrower shall pay to Lender, on account of the Exit FeeFee is reasonable and is the product of an arm’s length transaction between sophisticated business people, an amount equal to 0.50% of the amount so prepaid and ably represented by counsel; (B) upon repayment in full of 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 Debt or the acceleration thereof in accordance with the terms of any of the Loan Documents, Borrower shall pay to Lender the entire Exit Fee which would be due on such date, less any amounts on account thereof previously paid to Lender under the foregoing clause (A) of this subsection. In furtherance of the foregoing, Borrower expressly acknowledges and agrees that (y) Lender shall have no obligation to accept any prepayment of the Loan unless and until Borrower shall have complied with this Section 2.7(d) and (z) Lender shall have no obligation to release any Loan Document upon payment of the Debt unless and until Lender shall have received the entire Exit Fee. (ii) Borrower expressly acknowledges and agrees that the Exit Fee (A) shall constitute additional consideration for the Loan, (B) shall be in addition to and not offset by any other amounts due and payable hereunder (including, without limitation and to the extent applicable, the Prepayment Premium) and (iii) shall, upon payment, be the sole and exclusive property of Lender. (iii) Notwithstanding the foregoing or anything to the contrary contained herein or in any other Loan Documents, no 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 connection with a repayment 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 Loan by virtue impracticability and extreme difficulty of ascertaining actual damages the parties mutually agree that the Exit Fee is a refinancing reasonable calculation of the Property provided that Lenders’ lost profits as a result of any such refinancing is provided by Citibankprepayments or acceleration.

Exit Fee. (ia) In all events and under all circumstances (circumstances, except as otherwise expressly set forth in this Section 2.7(d))subsection (b) below, Borrower Borrowers shall be obligated to pay to Lender an exit fee (the “Exit Fee”) in an amount equal to 0.50% of the original principal amount of the LoanLoan multiplied by the Applicable Exit Fee Percentage, which amount shall be payable as follows: (Ai) subject to the following clause (ii), upon any (and each) partial prepayment of the Loan in accordance with the terms hereof, excluding, however, any prepayment with the proceeds of any Minimum Mandatory Prepayment (or any partial payment on account thereof), Non-Qualified Mandatory Prepayment, Additional Non-Qualified Mandatory Prepayment, Release Parcel Release Price, Adjacent Parcel Release Price and/or IP Release Price, if applicable, in addition to all other amounts payable to Lender hereunderunder Section 2.4 hereof, Borrower Borrowers shall pay to Lender, on account of the Exit Fee, an amount equal to 0.50% one percent (1%) of the amount so prepaid prepaid; (ii) upon any (and each) application of any Net Proceeds to the Debt in accordance with the terms of this Agreement, one percent (1%) of the amount thereof shall be retained by Lender on account of the Exit Fee and the balance thereof shall be applied to the Debt; and (Biii) upon repayment in full of the Debt or the acceleration thereof in accordance with the terms of any of the Loan Documents, Borrower Borrowers shall pay to Lender the entire Exit Fee, calculated at the Applicable Exit Fee which would be due on such datePercentage, less any amounts on account thereof previously paid to Lender under the foregoing clause clauses (Ai) and/or (ii) of this subsectionSection 2.8; provided, however, that if, upon the repayment in full of the Debt, the Applicable Exit Fee Percentage is one-half of one percent (0.50%) rather than one percent (1%), then Borrowers will receive a credit against the portion of the Exit Fee then due to make up for any overpayment on account of the Exit Fee under the foregoing clauses (i) and/or (ii) by virtue of having applied a one percent (1%) Applicable Exit Fee Percentage. In furtherance of the foregoing, each Borrower expressly acknowledges and agrees that (yA) Lender shall have no obligation to accept any prepayment of the Loan Loan, other than any prepayment with the proceeds of any Minimum Mandatory Prepayment (or any partial payment on account thereof), Non-Qualified Mandatory Prepayment, Additional Non-Qualified Mandatory Prepayment, Release Parcel Release Price, Adjacent Parcel Release Price and/or IP Release Price, if applicable, unless and until Borrower Borrowers shall have complied with this Section 2.7(d) 2.8, and (zB) 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. (iib) Notwithstanding the foregoing subsection (a) of this Section 2.8, Lender expressly acknowledges and agrees that no Exit Fee shall ever be due to Lender with respect to any prepayment with the proceeds of any Minimum Mandatory Prepayment (or any partial payment on account thereof), Non-Qualified Mandatory Prepayment, Additional Non-Qualified Mandatory Prepayment, Release Parcel Release Price, Adjacent Parcel Release Price and/or IP Release Price, if applicable. (c) Each Borrower expressly acknowledges and agrees that the Exit Fee (Ai) shall constitute additional consideration for the Loan, (B) shall be in addition to and not offset by any other amounts due and payable hereunder (including, without limitation and to the extent applicable, the Prepayment Premium) and (iiiii) shall, upon payment, be the sole and exclusive property of Lender. (iii) Notwithstanding the foregoing or anything to the contrary contained herein or in any other Loan Documents, no Exit Fee shall be payable in connection with a repayment of the Loan by virtue of a refinancing of the Property provided that such refinancing is provided by Citibank.

Exit Fee. (i) In all events and under all circumstances (except as otherwise expressly set forth in this Section 2.7(d))Upon the occurrence of an Exit Event, Borrower shall be obligated agrees to pay to each Lender an exit in accordance with its Pro Rata Share, in immediately available funds, a fee (the “Exit Fee”) in an the amount equal to 0.504.00% of each Term Loan funded; provided, that notwithstanding the original principal amount of foregoing, the Loan, which amount Exit Fee shall be payable as follows: (A) upon any (and each) partial prepayment of considered fully earned on the Loan in accordance with the terms date hereof, in addition subject to all other amounts payable to Lender hereunder, Borrower shall pay to Lender, on account of the Exit Fee, an amount equal to 0.50% of the amount so prepaid and (B) upon repayment in full of the Debt or the acceleration thereof in accordance with the terms of any of the Loan Documents, Borrower shall pay to Lender the entire this Exit Fee which would be due on such dateAgreement. For the avoidance of doubt, less any amounts on account thereof previously paid to Lender under the foregoing clause (A) of this subsection. In furtherance of the foregoing, Borrower expressly acknowledges and agrees that (y) Lender shall have no obligation to accept any prepayment of the Loan unless and until Borrower shall have complied with this Section 2.7(d) and (z) Lender shall have no obligation to release any Loan Document upon payment of the Debt unless and until Lender shall have received the entire Exit Fee. (ii) Borrower expressly acknowledges and agrees that the Exit Fee (A) shall constitute additional consideration for the Loan, (B) set forth herein shall be in addition to and not offset by any other amounts fee or amount due and payable hereunder (including, without limitation and pursuant to the extent applicable, Fee Letter or the Prepayment Premium) and (iii) shall, upon payment, be the sole and exclusive property of Lender. (iii) Notwithstanding the foregoing or anything to the contrary contained herein or in any other Loan Documents. Borrower expressly agrees (to the fullest extent that each may lawfully do so) that: (i) the Exit Fee is reasonable and is the product of an arm’s length transaction between sophisticated business people, no ably represented by counsel; (ii) the Exit Fee shall be payable notwithstanding the then prevailing market rates at the time payment is made; (iii) there has been a course of conduct between Agent, Lenders and Borrower giving specific consideration in connection with this transaction for such agreement to pay the Exit Fee and (iv) Borrower shall be estopped hereafter from claiming differently than as agreed to in this paragraph. Borrower expressly acknowledges that its agreement to pay the Exit Fee to Lenders as herein described is a repayment of material inducement to Lenders to provide the Term Loan by virtue of a refinancing of Commitments and make the Property provided that such refinancing is provided by CitibankTerm Loans.

Exit Fee. So long as the Final DIP Order has been entered, in the event that all or any portion of any Commitment is terminated (i) In all events and under all circumstances (except as otherwise expressly set forth other than in this connection with the funding of the Loans pursuant to Section 2.7(d)2.01), Borrower 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 obligated to pay to Lender an exit fee accompanied by a premium (the “Exit FeeRepayment Premium”) payable in cash to the Administrative Agent in an amount equal to 0.505.00% of the original 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 an Event of Default (including the acceleration of claims by operation of law), the amount of principal of and premium on the Loans that becomes due and payable shall automatically equal 100% of the principal amount of the LoanLoans plus the Repayment Premium as if such acceleration or other occurrence were a voluntary prepayment of the Loans or otherwise becoming due, which amount 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 payable as followspresumed to be the liquidated damages sustained by each Lender and the Borrower agrees that it is reasonable under the circumstances currently existing. THE BORROWER EXPRESSLY WAIVES (TO THE FULLEST EXTENT IT MAY LAWFULLY DO SO) THE PROVISIONS OF ANY PRESENT OR FUTURE STATUTE OR LAW THAT PROHIBITS OR MAY PROHIBIT THE COLLECTION OF THE APPLICABLE PREMIUM IN CONNECTION WITH ANY SUCH ACCELERATION. The Borrower expressly agrees (to the fullest extent it may lawfully do so) that: (A) upon any (the Repayment Premium is reasonable and each) partial prepayment is the product of the Loan in accordance with the terms hereofan arm’s length transaction between sophisticated business people, in addition to all other amounts payable to Lender hereunder, Borrower shall pay to Lender, on account of the Exit Fee, an amount equal to 0.50% of the amount so prepaid and ably represented by counsel; (B) upon repayment in full of the Debt or the acceleration thereof in accordance with the terms of any of the Loan Documents, Borrower shall pay to Lender the entire Exit Fee which would be due on such date, less any amounts on account thereof previously paid to Lender under the foregoing clause (A) of this subsection. In furtherance of the foregoing, Borrower expressly acknowledges and agrees that (y) Lender shall have no obligation to accept any prepayment of the Loan unless and until Borrower shall have complied with this Section 2.7(d) and (z) Lender shall have no obligation to release any Loan Document upon payment of the Debt unless and until Lender shall have received the entire Exit Fee. (ii) Borrower expressly acknowledges and agrees that the Exit Fee (A) shall constitute additional consideration for the Loan, (B) shall be in addition to and not offset by any other amounts due and payable hereunder (including, without limitation and to the extent applicable, the Prepayment Premium) and (iii) shall, upon payment, be the sole and exclusive property of Lender. (iii) Notwithstanding the foregoing or anything to the contrary contained herein or in any other Loan Documents, no Exit Fee Repayment Premium shall be payable notwithstanding the then prevailing market rates at the time payment is made; and (C) there has been a course of conduct between the Lenders and the Borrower giving specific consideration in connection with a repayment of this transaction for such agreement to pay the Loan by virtue of a refinancing of Repayment Premium and (D) the Property provided that such refinancing is provided by CitibankBorrower shall be estopped hereafter from claiming differently than as agreed to in this paragraph.

Exit Fee. (i) In all events and under all circumstances To the extent any MOIC Trigger Event occurs prior to the date that is the eighteen (except as otherwise expressly set forth in this Section 2.7(d))18) month anniversary of the Closing Date, the Borrower Representative shall be obligated to pay to Lender the Term Agent for the account of the Term Lenders a fee equal to an exit 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, 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 “MOIC Fee”, together with the Minimum MOIC Amount, 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 shall be fully earned on the Closing Date and due and payable immediately upon the occurrence of any MOIC Trigger Event. The Exit Fee shall be in addition to any reimbursement obligations or other amounts payable in connection with the Loan Documents. (ii) Notwithstanding anything in an amount equal this Agreement to 0.50% 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 original principal amount of the Loan, which amount shall be payable as follows: (Aevents set forth in Sections 1.8(cd)(i) upon any (and each) partial prepayment of the Loan in accordance with the terms hereofhereof 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 addition to all other amounts payable to Lender hereunderaccordance with Section 6.2(a), Borrower shall pay to Lenderby operation of law or otherwise (including, without limitation, on account of any Bankruptcy Event or any other MOIC Trigger Event (including without limitation, 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 view of the impracticability and extreme difficulty of ascertaining the actual amount of damages to the Term Lenders or profits lost by the Term Lenders as a result of such acceleration, and by mutual agreement of the parties as to a reasonable estimation and calculation of the lost profits or damages of the Term Lenders as a result thereof)). 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, an amount equal Fee is reasonable under the circumstances currently existing. All parties to 0.50% this Agreement agree and acknowledge that the Term Lenders will have suffered damages on account of the amount so prepaid MOIC Trigger Event and (B) upon repayment that, in full view of the Debt 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 acceleration thereof Obligations shall include any Exit Fee payable in accordance with the terms 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 Loans (including on the Exit Fee) from and after the applicable MOIC Trigger Event. In the event that any Exit Fee is determined not to be due and payable by order of any court of competent jurisdiction, including, without limitation, by operation of the Loan DocumentsBankruptcy Code, Borrower shall pay to Lender despite such a triggering event having occurred, the entire Exit Fee which would shall nonetheless constitute Obligations under this Agreement and the Loan Documents for all purposes hereunder and thereunder. EACH BORROWER HEREBY WAIVES THE PROVISIONS OF ANY PRESENT OR FUTURE STATUTE OR LAW THAT PROHIBITS OR MAY PROHIBIT THE COLLECTION OF THE EXIT FEE AND ANY DEFENSE TO PAYMENT, WHETHER SUCH DEFENSE MAY BE BASED IN PUBLIC POLICY, AMBIGUITY, OR OTHERWISE. Each Borrower, Term Agent and the Term Lenders acknowledge and agree that any Exit Fee due and payable in accordance with the Loan Documents does not and shall not be due on such datedeemed to constitute unmatured interest, less any amounts on account thereof previously paid to Lender whether under the foregoing clause (ASection 502(b)(2) of this subsectionthe Bankruptcy Code or otherwise. In furtherance Each Borrower further acknowledges and agrees, and waives any argument to the contrary, that payment of such amount does not constitute a penalty or an otherwise unenforceable or invalid obligation. The parties have agreed on the Exit Fee because it captures the attractiveness of the foregoingInvestment 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 (yi) Lender shall have no obligation to accept any prepayment the Exit Fee are each reasonable and each is the product of the Loan unless and until Borrower shall have complied with this Section 2.7(d) and (z) Lender shall have no obligation to release any Loan Document upon payment of the Debt unless and until Lender shall have received the entire Exit Fee. an arm’s-length transaction between sophisticated business people, ably represented by counsel, (ii) Borrower expressly acknowledges and agrees that the Exit Fee (A) shall constitute additional consideration for the Loan, (B) shall be in addition to and not offset by any other amounts due and payable hereunder (including, without limitation and to the extent applicable, the Prepayment Premium) and (iii) shall, upon payment, be the sole and exclusive property of Lender. (iii) Notwithstanding the foregoing or anything to the contrary contained herein or in any other Loan Documents, no Exit Fee shall be payable notwithstanding the then prevailing market rates at the time payment is made, (iii) there has been a course of conduct between the Term Lenders and the Loan Parties giving specific consideration in connection with this transaction for such agreement to pay the Exit Fee, (iv) the Borrower shall be estopped hereafter from claiming differently than as agreed to in this Section 1.8(cd), (v) the Borrower Representative’s (on behalf of itself and each other Borrower) agreement to pay the Exit Fee is a repayment 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 Loan by virtue of a refinancing lost profits, losses or other damages of the Property provided 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 refinancing is provided by Citibankapplicable MOIC Trigger Event.

Exit Fee. (ia) In all events and under all circumstances (circumstances, except as otherwise expressly set forth in this Section 2.7(d))subsection (b) below, Borrower Borrowers shall be obligated to pay to Lender an exit fee (the “Exit Fee”) in an amount equal to 0.50% of $1,395,000,000.00 multiplied by the original principal amount of the LoanApplicable Exit Fee Percentage, which amount shall be payable as follows: (Ai) subject to the following clause (ii), upon any (and each) partial prepayment of the Loan, the First Mezzanine Loan, the Second Mezzanine Loan and/or the Third Mezzanine Loan in accordance with the terms hereof, excluding, however, the Mezzanine Prepayments, the Quarterly Deficiency Relinquishment Prepayment, if applicable, and any prepayment with the proceeds of any Minimum Mandatory Prepayment (or any partial payment on account thereof), Non-Qualified Mandatory Prepayment, Additional Non-Qualified Mandatory Prepayment, Release Parcel Release Price, Adjacent Parcel Release Price and/or IP Release Price, if applicable, in addition to all other amounts payable to Lender hereunderunder Section 2.4 hereof, Borrower Borrowers shall pay to Lender, on account of the Exit Fee, an amount equal to 0.50% one percent (1%) of the amount so prepaid prepaid; (ii) upon any (and each) application of any Net Proceeds to the Debt in accordance with the terms of this Agreement, one percent (1%) of the amount thereof shall be retained by Lender on account of the Exit Fee and the balance thereof shall be applied to the Debt; and (Biii) upon repayment in full of the Debt or the acceleration thereof in accordance with the terms of any of the Loan Documents, Borrower Borrowers shall pay to Lender the entire Exit Fee, calculated at the Applicable Exit Fee which would be due on such datePercentage, less any amounts on account thereof previously paid to Lender under the foregoing clause clauses (Ai) and/or (ii) of this subsectionSection 2.8; provided, however, that if, upon the repayment in full of the Debt, the Applicable Exit Fee Percentage is one-half of one percent (0.50%) rather than one percent (1%), then Borrowers will receive a credit against the portion of the Exit Fee then due to make up for any overpayment on account of the Exit Fee under the foregoing clauses (i) and/or (ii) by virtue of having applied a one percent (1%) Applicable Exit Fee Percentage. In furtherance of the foregoing, each Borrower expressly acknowledges and agrees that (yA) Lender shall have no obligation to accept any prepayment of the Loan Loan, other than the Mezzanine Prepayments, the Quarterly Deficiency Relinquishment Prepayment, if applicable, and any prepayment with the proceeds of any Minimum Mandatory Prepayment (or any partial payment on account thereof), Non-Qualified Mandatory Prepayment, Additional Non-Qualified Mandatory Prepayment, Release Parcel Release Price, Adjacent Parcel Release Price and/or IP Release Price, if applicable, unless and until Borrower Borrowers shall have complied with this Section 2.7(d) 2.8, and (zB) 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. (iib) Notwithstanding the foregoing subsection (a) of this Section 2.8, Lender expressly acknowledges and agrees that no Exit Fee shall ever be due to Lender with respect to the Mezzanine Prepayments, the Quarterly Deficiency Relinquishment Prepayment, if applicable, or any prepayment with the proceeds of any Minimum Mandatory Prepayment (or any partial payment on account thereof), Non-Qualified Mandatory Prepayment, Additional Non-Qualified Mandatory Prepayment, Release Parcel Release Price, Adjacent Parcel Release Price and/or IP Release Price, if applicable. (c) Each Borrower expressly acknowledges and agrees that the Exit Fee (Ai) shall constitute additional consideration for the Loan, (B) shall be in addition to and not offset by any other amounts due and payable hereunder (including, without limitation and to the extent applicable, the Prepayment Premium) and (iiiii) shall, upon payment, be the sole and exclusive property of Lender. (iii) Notwithstanding the foregoing or anything to the contrary contained herein or in any other Loan Documents, no Exit Fee shall be payable in connection with a repayment of the Loan by virtue of a refinancing of the Property provided that such refinancing is provided by Citibank.

Exit Fee. (i) In all events and under all circumstances (except as otherwise expressly set forth in this Section 2.7(d)), The Borrower shall be obligated agrees to pay to Lender the Administrative Agent for the account of the Lenders, an exit fee in an amount equal to 3.00% of the aggregate amount, without duplication, of such ▇▇▇▇▇▇’s New Money Loans (the “Exit Fee” and, together with the Commitment Fee, the “Fees”) in an amount equal to 0.50% of the original principal amount of the Loan), which amount shall be payable as follows: (i) fully earned (A) upon any (and each) partial prepayment in the case of the Loan in accordance with the terms hereof, in addition to all other amounts payable to Lender hereunder, Borrower shall pay to LenderDIP Tranche 1 Loan, on account the funding thereof on the Closing Date, subject to the entry of the Exit FeeInterim Order, an amount equal to 0.50% of the amount so prepaid and (B) upon repayment in full the case of the Debt or DIP Tranche 2 Loan, on the acceleration thereof funding thereof, subject to entry of the Final Order and (ii) payable in accordance with cash on the terms earlier of (A) the Maturity Date (including as a result of an acceleration) and (B) the date on which any of the Loan Documents, Borrower shall pay to Lender Obligations are paid in part or in full or the entire Exit Fee which would be due on such date, less Commitments are terminated in part or in full (other than the termination of any amounts on account thereof previously paid to Lender under the foregoing clause (A) of this subsection. In furtherance Commitment as a result of the foregoing, Borrower expressly acknowledges funding of New Money Loans. The parties hereto further acknowledge and agrees that (y) Lender shall have no obligation to accept any prepayment of the Loan unless and until Borrower shall have complied with this Section 2.7(d) and (z) Lender shall have no obligation to release any Loan Document upon payment of the Debt unless and until Lender shall have received the entire Exit Fee. (ii) Borrower expressly acknowledges and agrees agree that the Exit Fee shall be presumed to be the liquidated damages sustained by each Lender as a result of the early repayment, prepayment or acceleration of the 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 THE SUBSIDIARY GUARANTORS EXPRESSLY WAIVE (TO THE FULLEST EXTENT IT MAY LAWFULLY DO SO) THE PROVISIONS OF ANY PRESENT OR FUTURE STATUTE OR LAW THAT PROHIBITS OR MAY PROHIBIT THE COLLECTION OF THE FOREGOING EXIT FEE IN ACCORDANCE WITH THE TERMS HEREOF. The Borrower and the Subsidiary Guarantors expressly agree that (A) shall constitute additional consideration for the LoanExit Fee is reasonable and is the product of an arm’s length transaction between sophisticated business people, ably represented by counsel, (B) shall be in addition to and not offset by any other amounts due and payable hereunder (including, without limitation and to the extent applicable, the Prepayment Premium) and (iii) shall, upon payment, be the sole and exclusive property of Lender. (iii) Notwithstanding the foregoing or anything to the contrary contained herein or in any other Loan Documents, no Exit Fee shall be payable notwithstanding the then prevailing market rates at the time payment or redemption is made, (C) there has been a course of conduct among the Lenders, the Borrower and the Subsidiary Guarantors giving specific consideration in connection with a repayment this transaction for such agreement to pay the Exit Fee, (D) the Borrower and the Subsidiary Guarantors shall be estopped hereafter from claiming differently than as agreed to herein, (E) their respective agreement to pay or guarantee the payment of the Loan by virtue of Exit Fee is a refinancing 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 Property provided 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 such refinancing is provided by Citibankevent.

Exit Fee. (i) In all events and under all circumstances (except as otherwise expressly set forth in this Section 2.7(d)), Borrower Borrowers shall be obligated to pay to Lender 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 0.50% of five percent (5.0%) multiplied by the original 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 Loandate hereof (collectively the “Exit Fee Tranches” and each an “Exit Fee Tranche”) under this Agreement (regardless of any repayment or prepayment thereof). Upon any repayment of any portion of any Term Loan (whether by voluntary prepayment by Borrower, which amount shall be payable as follows: (A) upon any (and each) partial by mandatory prepayment by Borrower, by reason of the Loan in accordance with the terms hereof, in addition to all other amounts payable to Lender hereunder, Borrower shall pay to Lender, on account occurrence of the Exit Fee, an amount equal to 0.50% Event of the amount so prepaid and (B) upon repayment in full of the Debt Default or the acceleration thereof of the Obligations (including any automatic acceleration due to the occurrence of an Event of Default described in accordance with the terms Section 10.1(f)) or otherwise) other than scheduled amortization payments (if any) in respect of any Exit Fee Tranche of any Term Loans, a portion of the Loan Documents, Borrower shall pay to Lender the entire Exit Fee which would be due on such date, less any amounts on account thereof previously paid to Lender under the foregoing clause (A) of this subsection. In furtherance of the foregoing, Borrower expressly acknowledges and agrees that (y) Lender shall have no obligation to accept any prepayment of the Loan unless and until Borrower shall have complied with this Section 2.7(d) and (z) Lender shall have no obligation to release any Loan Document upon payment of the Debt unless and until Lender shall have received the entire Exit Fee. (ii) Borrower expressly acknowledges and agrees that the Exit Fee (A) shall constitute additional consideration for the Loan, (B) shall be in addition to and not offset by any other amounts due and payable hereunder (including, without limitation and to the extent applicable, the Prepayment Premium) and (iii) shall, upon payment, be the sole and exclusive property of Lender. (iii) Notwithstanding the foregoing or anything to the contrary contained herein or in any other Loan Documents, no Exit Fee shall be payable due in connection with a repayment 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 Loan by virtue of a refinancing 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 Property provided that such refinancing is provided by CitibankClosing Date. For the avoidance of doubt, the fees set forth in the Fee Letter, dated as of the Closing Date, are in addition to the Exit Fee set forth in this Section 2.2(h).

Exit Fee. (i) In all events and under all circumstances (except as otherwise expressly set forth in this Section 2.7(d)), Borrower shall be obligated to pay to Lender an A non-refundable exit fee (the “Exit Fee”) in an amount equal to 0.50the Exit Fee Amount (as 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 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 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 (ii) “IRR Calculation” means that the IRR is to be calculated as the rate of return earned by the original Lenders on their initial investment in the Loans (to be calculated as the Obsidian Agency Services, Inc. as of October 18, 2012 principal amount of the LoanLoans less the Closing Fee) through the Exit Date taking into account the payment by the Borrower to the Lenders of all principal, which amount shall be payable interest and other payments to the Lenders pursuant to the Credit Agreement. Attached hereto as follows: (A) upon any (and each) partial prepayment Annex A are illustrative examples of the Loan in accordance with the terms hereof, in addition to all other amounts payable to Lender hereunder, IRR Calculation. The Borrower shall pay all amounts due and payable hereunder to Lenderthe Administrative Agent not later than 12:00 noon (New York City time) on the day when due, on account in lawful money of the Exit FeeUnited States of America and in immediately available funds. All payments shall be made by the Borrower without set-off, an amount equal counterclaim, deduction or other defense to 0.50% of the amount so prepaid Administrative Agent and (B) upon repayment in full of the Debt or the acceleration thereof in accordance with the terms of any of the Loan Documents, Lenders. The Borrower shall pay to Lender the entire Exit Fee which would be due on such date, less any amounts on account thereof previously paid to Lender under the foregoing clause (A) of this subsection. In furtherance of the foregoing, Borrower expressly hereby acknowledges and agrees that (yi) Lender shall have no obligation to accept any prepayment of the Loan unless fees payable hereunder are fully earned on the specific dates set forth herein for such fees and until Borrower shall have complied with this Section 2.7(d) non-refundable on the date such fees are due and (z) Lender shall have no obligation to release any Loan Document upon payment of the Debt unless and until Lender shall have received the entire Exit Fee. payable as provided above, (ii) Borrower expressly acknowledges such fees constitute Obligations and agrees that the Exit Fee (A) shall constitute additional consideration for the Loan, (B) shall be are in addition to and not offset by any other amounts due and fees payable hereunder (includingby the Borrower under the Credit Agreement or any other Loan Document, without limitation and to the extent applicable, the Prepayment Premium) and (iii) shallthis letter agreement shall constitute a “Loan Document”. This letter agreement is the Fee Letter referred to in the Credit Agreement, upon paymentshall 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 sole same agreement. Delivery of an executed counterpart of this letter by telefacsimile or electronic mail shall be equally effective as delivery of a manually executed counterpart. This letter agreement may not be amended or otherwise modified unless the same shall be in writing and exclusive property signed by the parties hereto. If this letter agreement becomes the subject of Lender. 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 (iii) Notwithstanding the foregoing or anything other than counsel to the contrary contained herein or in any other Loan Documents, no Exit Fee shall be payable in connection with a repayment Borrower and the Borrower’s auditors) without the prior written consent of the Loan by virtue of Administrative Agent. Very truly yours, HILL INTERNATIONAL, INC., a refinancing Delaware corporation By: /s/ ▇▇▇▇ ▇▇▇▇▇▇▇ III Name: ▇▇▇▇ ▇▇▇▇▇▇▇ III Title: Chief Financial Officer Accepted and agreed to as of the Property provided that such refinancing is provided by Citibankdate first above written: OBSIDIAN AGENCY SERVICES, INC., as Administrative Agent By: /s/ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ Name: ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ Title: Managing Partner Baseline IRR Calculation The Baseline IRR Calculation Assumes:

Exit Fee. Borrowers, Guarantors and CapitalSource acknowledge and agree that, pursuant to the Loan Sale Agreement, CapitalSource is purchasing from CSFB, at a certain discounted rate, all of CSFB's right, title and interest in the Loans. Borrowers, Guarantors and CapitalSource have agreed that, so long as no Default or Event of Default exists hereunder or under any of the other Loan Documents and the Loans are repaid, in full, as and when required by the terms of the Loan Documents and this Second Master Modification Agreement, (i) In all events and under all circumstances (except as otherwise expressly set forth in this Section 2.7(d)), Borrower shall be obligated to pay to Lender an exit fee (the “Exit Fee”) in an amount equal to 0.50% upon repayment of the original principal amount Loans, Borrowers will be entitled to share in a portion of such discount as provided in Section 9.3 hereof, and (ii) interest shall accrue on the Loans on the basis of Applicable Principal Balance of each Loan. If, EXHIBIT 10.1 however, as a Default or Event of Default occurs hereunder or under any of the Loanother Loan Documents (after giving effect to any grace or notice period) or the Loans are not repaid, which amount shall be payable in full, as follows: (A) upon any (and each) partial prepayment when required by the terms of the Loan in accordance with the terms hereofDocuments and this Second Master Modification Agreement, in addition to all other amounts payable to Lender hereunder, Borrower then Borrowers and Guarantors shall pay to LenderCapitalSource, on account of demand, an additional amount (herein, the "Exit Fee, an amount ") equal to 0.50% the sum of (i) the amount so prepaid and (B) upon repayment in full of the Debt or the acceleration thereof in accordance with the terms of any of the Loan Documentsaggregate Discount Amounts set forth on Exhibit "N" attached hereto, Borrower shall pay to Lender the entire Exit Fee which would be due on such date, less any amounts on account thereof previously paid to Lender under the foregoing clause (A) of this subsection. In furtherance of the foregoing, Borrower expressly acknowledges and agrees that (y) Lender shall have no obligation to accept any prepayment of the Loan unless and until Borrower shall have complied with this Section 2.7(d) and (z) Lender shall have no obligation to release any Loan Document upon payment of the Debt unless and until Lender shall have received the entire Exit Fee. (ii) Borrower expressly acknowledges and agrees that plus interest on the Exit Fee (A) shall constitute additional consideration for sum of such Discount Amounts from the Loan, (B) shall be date of Default or Event of Default at the rate or rates specified in addition to and not offset by any other amounts due and payable hereunder (including, without limitation and to the extent applicable, the Prepayment Premium) and (iii) shall, upon payment, be the sole and exclusive property of Lender. (iii) Notwithstanding the foregoing or anything to the contrary contained herein or in any other applicable Loan Documents, no Exit Fee shall be payable in connection with a repayment of the Loan by virtue of a refinancing of the Property provided that such refinancing is provided by Citibank.

Exit Fee. (ia) In all events and under all circumstances (except as otherwise expressly set forth in this Section 2.7(d)), Borrower shall be obligated to pay to Lender an exit fee (the “Exit Fee”) in an amount equal to 0.50% of the original principal amount of the Loan, which amount shall be payable as follows: (A) upon any (and each) partial prepayment Upon full repayment of the Loan in accordance with (whether on the terms hereofMaturity Date, in addition to all other amounts payable to Lender hereunder, Borrower shall pay to Lender, on account of the Exit Fee, an amount equal to 0.50% of the amount so prepaid and (B) upon repayment in full of the Debt or the acceleration thereof in accordance with the terms of any of the Loan Documentsprior to the Maturity Date, or any other date), Borrower shall pay to Lender the entire Exit Fee which would be due on such dateFee, less any amounts on account thereof previously paid to unless (a) the Loan is repaid with a permanent loan from Lender under the foregoing clause or an Affiliate of Lender, or (Ab) of this subsection. In furtherance Lender presents a market competitive proposal for a permanent refinance of the foregoingProject, and Borrower expressly acknowledges and agrees that chooses an alternative financing source. Lender’s proposal shall not be deemed “market competitive” if it offers (x) materially less proceeds, (y) Lender shall have no obligation to accept any prepayment a higher interest rate or (iii) a materially more onerous guaranty. The Exit Fee will be fully earned upon repayment of the Loan unless and until Borrower shall have complied with this Section 2.7(d) and (z) Lender shall have no obligation to release any Loan Document upon payment one of the Debt unless and until Lender shall have received the entire Exit Fee. events described in (i) or (ii) Borrower expressly acknowledges and agrees that the this Section is applicable. The Exit Fee (A) shall constitute additional consideration for the Loan, (B) shall be in addition to and not offset by any other amounts due and payable hereunder (includingcorrespondent’s fee, without limitation and to broker’s fee, financing fee, or similar fee charged in connection with the extent applicable, engagement of Lender or its Affiliate for the Prepayment Premium) and (iii) shall, upon payment, be purpose of refinancing the sole and exclusive property of LenderProject. (iiib) Notwithstanding the foregoing or anything any provision of this Agreement to the contrary contained herein or in any other Loan Documentscontrary, no the Exit Fee shall not be payable in connection with a upon foreclosure of the Mortgage or any other application by Lender of any collateral or other security to the repayment of all or any portion of the unpaid principal balance of the Loan by virtue prior to the Maturity Date. (c) Further notwithstanding any provision of this Agreement to the contrary, the Exit Fee shall not be payable with respect to any prepayment occurring as a refinancing result of the Property provided that application of any insurance proceeds or condemnation award in accordance with this Agreement; provided, however, such refinancing is provided by Citibankapplication of proceeds shall not extend or postpone the due dates of monthly payments due Lender hereunder.

Exit Fee. (i) In all events and under all circumstances To the extent any MOIC Trigger Event occurs prior to the date that is the eighteen (except as otherwise expressly set forth in this Section 2.7(d))18) month anniversary of the Closing Date, the Borrower Representative shall be obligated to pay to Lender the Term Agent for the account of the Term Lenders a fee equal to an exit 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, 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 “MOIC Fee”, together with the Minimum MOIC Amount, 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 shall be fully earned on the Closing Date and due and payable immediately upon the occurrence of any MOIC Trigger Event. The Exit Fee shall be in addition to any reimbursement obligations or other amounts payable in connection with the Loan Documents. (ii) Notwithstanding anything in an amount equal this Agreement to 0.50% 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 original principal amount of the Loan, which amount shall be payable as follows: (Aevents set forth in Sections 1.8(c)(i) upon any (and each) partial prepayment of the Loan in accordance with the terms hereofhereof 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 addition to all other amounts payable to Lender hereunderaccordance with Section 6.2(a), Borrower shall pay to Lenderby operation of law or otherwise (including, without limitation, on account of any Bankruptcy Event or any other MOIC Trigger Event (including without limitation, 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 view of the impracticability and extreme difficulty of ascertaining the actual amount of damages to the Term Lenders or profits lost by the Term Lenders as a result of such acceleration, and by mutual agreement of the parties as to a reasonable estimation and calculation of the lost profits or damages of the Term Lenders as a result thereof)). 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, an amount equal Fee is reasonable under the circumstances currently existing. All parties to 0.50% this Agreement agree and acknowledge that the Term Lenders will have suffered damages on account of the amount so prepaid MOIC Trigger Event and (B) upon repayment that, in full view of the Debt 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 acceleration thereof Obligations shall include any Exit Fee payable in accordance with the terms 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 Loans (including on the Exit Fee) from and after the applicable MOIC Trigger Event. In the event that any Exit Fee is determined not to be due and payable by order of any court of competent jurisdiction, including, without limitation, by operation of the Loan DocumentsBankruptcy Code, Borrower shall pay to Lender despite such a triggering event having occurred, the entire Exit Fee which would shall nonetheless constitute Obligations under this Agreement and the Loan Documents for all purposes hereunder and thereunder. EACH BORROWER HEREBY WAIVES THE PROVISIONS OF ANY PRESENT OR FUTURE STATUTE OR LAW THAT PROHIBITS OR MAY PROHIBIT THE COLLECTION OF THE EXIT FEE AND ANY DEFENSE TO PAYMENT, WHETHER SUCH DEFENSE MAY BE BASED IN PUBLIC POLICY, AMBIGUITY, OR OTHERWISE. Each Borrower, Term Agent and the Term Lenders acknowledge and agree that any Exit Fee due and payable in accordance with the Loan Documents does not and shall not be due on such datedeemed to constitute unmatured interest, less any amounts on account thereof previously paid to Lender whether under the foregoing clause (ASection 502(b)(2) of this subsectionthe Bankruptcy Code or otherwise. In furtherance Each Borrower further acknowledges and agrees, and waives any argument to the contrary, that payment of such amount does not constitute a penalty or an otherwise unenforceable or invalid obligation. The parties have agreed on the Exit Fee because it captures the attractiveness of the foregoingInvestment 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 (yi) Lender shall have no obligation to accept any prepayment the Exit Fee are each reasonable and each is the product of the Loan unless and until Borrower shall have complied with this Section 2.7(d) and (z) Lender shall have no obligation to release any Loan Document upon payment of the Debt unless and until Lender shall have received the entire Exit Fee. an arm’s-length transaction between sophisticated business people, ably represented by counsel, (ii) Borrower expressly acknowledges and agrees that the Exit Fee (A) shall constitute additional consideration for the Loan, (B) shall be in addition to and not offset by any other amounts due and payable hereunder (including, without limitation and to the extent applicable, the Prepayment Premium) and (iii) shall, upon payment, be the sole and exclusive property of Lender. (iii) Notwithstanding the foregoing or anything to the contrary contained herein or in any other Loan Documents, no Exit Fee shall be payable notwithstanding the then prevailing market rates at the time payment is made, (iii) there has been a course of conduct between the Term Lenders and the Loan Parties giving specific consideration in connection with this transaction for such agreement to pay the Exit Fee, (iv) the Borrower shall be estopped hereafter from claiming differently than as agreed to in this Section 1.8(c), (v) the Borrower Representative’s (on behalf of itself and each other Borrower) agreement to pay the Exit Fee is a repayment 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 Loan by virtue of a refinancing lost profits, losses or other damages of the Property provided 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 refinancing is provided by Citibankapplicable MOIC Trigger Event.

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

Exit Fee. (i) In all events and under all circumstances (except as otherwise expressly set forth in this Section 2.7(d)), Borrower Borrowers shall be obligated to pay to Lender 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”) in an amount equal to 0.50% of the original principal amount of the Loan, which amount shall be payable as follows: (A) upon any (and each) partial prepayment of the Loan calculated in accordance with this subsection and upon the terms hereof, in addition to all other amounts payable to Lender hereunder, Borrower shall pay to Lender, on account of the Exit Fee, an amount equal to 0.50% of the amount so prepaid and (B) upon repayment in full of the Debt date or the acceleration thereof in accordance with the terms of any of the Loan Documents, Borrower shall pay to Lender the entire Exit Fee which would be due on such date, less any amounts on account thereof previously paid to Lender dates required under the foregoing clause (A) of this subsection. In furtherance of the foregoing, Borrower expressly acknowledges and agrees that (y) Lender shall have no obligation to accept any prepayment of the Loan unless and until Borrower shall have complied with this Section 2.7(d) and (z) Lender shall have no obligation to release any Loan Document upon payment of the Debt unless and until Lender shall have received the entire Exit Fee. (ii) Borrower expressly acknowledges and agrees that the Exit Fee (A) shall constitute additional consideration for the Loan, (B) shall be in addition to and not offset by any other amounts due and payable hereunder (including, without limitation and to the extent applicable, the Prepayment Premium) and (iii) shall, upon payment, be the sole and exclusive property of Lender. (iii) Notwithstanding the foregoing or anything to the contrary contained herein or in any other Loan Documents, no The Exit Fee shall be payable in connection with a equal to 4.0% times the amount of all Term Loans advanced to Borrower under this Agreement. Upon any repayment of any portion of the Term Loan (whether voluntary, involuntary or mandatory) other than scheduled amortization payments (if any), the final payment of principal in respect of the Term Loan and as set forth in Schedule 2.1, a portion of the Exit Fee shall be due in the following amount: that percentage which is obtained by virtue dividing the amount prepaid by the then outstanding principal balance of the Term Loan. Any remaining unpaid amount of the Exit Fee shall be due and payable on the Termination Date; provided that if the Term Loans are paid in full as a result of a refinancing of the Property provided that Term Loans prior to the Maturity Date by Agent and Lenders, the unaccrued portion of the Exit Fee (as reasonably determined by Lenders in accordance with their standard accounting practices) as of the date of such refinancing is shall be waived in an amount up to, but not exceeding, fifty percent 50% of the aggregate Exit Fee otherwise due and owing under this Agreement upon such refinancing. Except as specifically provided by Citibankin the previous sentence with respect to a refinancing, all fees payable pursuant to this paragraph shall be deemed fully accrued and earned as of the Closing Date.

Exit Fee. (i) In all events and under all circumstances (except as otherwise expressly set forth in this Section 2.7(d)), Borrower shall be obligated The Borrowers agree to pay to the Lender an exit fee equal to 0.25% (the “Exit Fee”"EXIT FEE") in an amount equal to 0.50% of the original outstanding principal amount 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, which amount a "SUBSEQUENTLY RELEASED MORTGAGE LOAN"). The Exit Fee as adjusted for the Underwriting Fees (as defined below) shall be due and payable as follows: (A) upon any (on the Termination Date and each) partial prepayment of the Loan payment shall be made in accordance with the terms hereofDollars, in addition immediately available funds, without deduction, set-off or counterclaim, to all other amounts payable to the Lender hereunder, Borrower shall pay to Lender, on at the account of set forth in Section 3.01(a) hereof. Without limiting the Exit Fee, an amount equal to 0.50% of the amount so prepaid and (B) upon repayment in full of the Debt or the acceleration thereof in accordance with the terms of any of the Loan Documents, Borrower shall pay to Lender the entire Exit Fee which would be due on such date, less any amounts on account thereof previously paid to Lender under the foregoing clause (A) of this subsection. In furtherance generality of the foregoing, Borrower expressly acknowledges and agrees that any Exit Fee for any Subsequently Released Mortgage Loan shall accrue upon any Borrower: (yi) Lender shall have no obligation to accept any prepayment placing such Subsequently Released Mortgage Loan in a transaction resulting in the issuance of the securities backed in whole or in part by such Subsequently Released Mortgage Loan unless and until Borrower shall have complied with this Section 2.7(d) and (z) Lender shall have no obligation to release any Loan Document upon payment of the Debt unless and until Lender shall have received the entire Exit Fee. ; (ii) Borrower expressly acknowledges and agrees that the Exit Fee (A) shall constitute additional consideration for the selling such Subsequently Released Mortgage Loan, (B) shall be in addition to and not offset by any other amounts due and payable hereunder (including, without limitation and to the extent applicable, the Prepayment Premium) and ; (iii) shall, upon payment, be refinancing all or a portion of the sole Loans extended hereunder and exclusive property of Lender. (iii) Notwithstanding the foregoing or anything to the contrary contained herein 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 Termination Date or otherwise). The Exit Fee payable on the Termination Date shall be reduced by the aggregate amount of underwriting fees (net of expenses) received by Lender or Lender's Affiliates in transactions where the Lender or Lender's Affiliate, acting as the lead or co-lead underwriter or placement agent, placed Subsequently Released Mortgage Loans in transactions resulting in the issuance of securities backed in whole or in part by such Subsequently Released Mortgage Loans (the "UNDERWRITING FEES"). In the event that any other Mortgage Loan Documentsbecomes a Subsequently Released Mortgage Loan solely because the Lender fails to extend the Termination Date in accordance with Section 2.09 hereof, no Exit Fee shall be payable in connection with a repayment on account of the Loan by virtue of a refinancing of the Property provided that such refinancing is provided by CitibankSubsequently Released Mortgage Loans.