Fee. Cite the fee earned, if any.

Base Fee. As compensation for the Executive Chairperson’s services under this Agreement, during the Term, the Company will pay to the Executive Chairperson a base fee, payable no less frequently than monthly, at the annual rate of $250,000 (the “Fee”).

Payment of Base Fee. The second sentence of [Section 9(a)] of the Management Agreement is hereby amended and restated in its entirety as follows:

Base Management Fee. During the Term, Management Company shall receive five percent (5%) of the gross collected Revenues received each month (“Base Management Fee”). The Base Management Fee for each month shall be paid to Management Company from the Operating Account of the Facility no later than fifteen (15) days following the end of that month.

Fee. The Client shall pay TPG Capital BD a fee of up to $862,500 (the “Fee”), which shall be payable by the Client and due to TPG Capital BD upon the consummation of the initial public offering of the securities of the Client (the “Transaction” and such consummation of the initial issuance of securities, the “Closing”). If the Closing does not occur during the Term, then no Fee shall be payable to TPG Capital BD. The fees described in this paragraph 1 are compensation for the Engagement, which consists of work directly related to the Transaction. Any work that is outside of the scope of the Engagement shall be subject to additional compensation as separately agreed by the parties hereto.

Base Fee. Licensee shall pay a monthly license fee equal to $104,000.00 (“License Fee”), which Licensee shall pay in advance on or before the first day of each and every month during the Term by electronic payment to SmartLabs. The License Fee shall be subject to a three and one half percent (3.5%) increase upon each anniversary of the Term Commencement Date.

Base Management Fee. The base management fee (“Base Management Fee”) for the Hotel shall be equal to a percentage of the Gross Revenues of the Hotel pursuant to the following table, and shall be due monthly subject to such fees being reduced in 2020 pursuant to the Master Agreement in the amount of Management Fee Advances provided by Lessee prior to the Commencement Date and allocated to the Hotel:

Base Fee. Licensee shall pay a monthly license fee equal to $104,000.00 (“License Fee”), which Licensee shall pay in advance on or before the first day of each and every month during the Term by electronic payment to SmartLabs. The License Fee shall be subject to a three and one half percent (3.5%) increase upon each anniversary of the Term Commencement Date.

Subordination of Base Management Fee. During the Term, in the event Adjusted NOI does not equal or exceed the Subordination Threshold (before funding debt service and the FF&E Reserve, but after Base Management Fee) (a “Threshold Shortfall”) for any Fiscal Year, then the lesser of the amount of such Threshold Shortfall or forty percent (40%) of the Base Management Fee (the lesser of such amount, the “Subordinated Base Management Fee”) shall not be paid and shall accrue and be payable to Management Company in accordance with the terms of this Section 3.1(c). The calculation shall be measured each quarter and reconciled on an annual basis. The Subordinated Base Management Fee shall be payable to Management Company if the Facility NOI exceeds the Subordination Threshold for two consecutive calendar years by an amount equal to or greater than the Threshold Shortfall. In no event shall Subordinated Base Management Fee be paid from sources other than cash flow resulting from Adjusted NOI above the Subordination Threshold. The payment of the Subordinated Base Management Fee shall occur in the same manner as the payment of the Incentive Management Fee, and shall be subject to a reconciliation on a quarterly and annual basis.

Payment of Base Management Fee. On the tenth (10th) day of each month during the term of this Agreement, Manager shall be paid out of the Operating Account, the Base Management Fee for the preceding Accounting Period, as determined from the books and records referred to in Article XV.