Exit Fee. Upon the occurrence of any Prepayment Premium Event, the Borrower shall pay to the Administrative Agent, for the account of each Term Loan Lender in accordance with their Pro Rata Percentage, a fee (in addition to and not a substitution for the payments of principal, interest and other fees payable hereunder), equal to 3.00% of the aggregate principal amount of Term Loans so paid or prepaid (such fee, the “Exit Fee”).

Exit Obligations. Upon either the voluntary or involuntary termination of Employee’s employment or the request of the Company’s during Employee’s employment, Employee shall: # provide or return to the Company any and all Company property and data and all Company documents and materials belonging to the Company and stored in any fashion, including but not limited to those that constitute or contain any Confidential Information or Work Product, that are in the possession or control of Employee, whether they were provided to Employee by the Company or any of its subsidiaries or affiliates or created by Employee in connection with his employment by the Company; and # delete or destroy all copies of any such documents and materials not returned to the Company that remain in Employee’s possession or control, including those stored on any non-Company devices, networks, storage locations, or media in Employee’s possession or control.

Section # Payment of Exit Fee.

“(d) Exit Fee. ​ shall pay to the ​ an exit fee (the “Exit Fee”) in the aggregate amount of $200,000, allocated to each ​ pro rata based on such ​’s commitment set forth on [Schedule 2.1] hereto, which shall be non-refundable and fully earned on the First Amendment Effective Date, and which shall be payable as follows: # on or prior to May 15, 2023, $100,000, and # on the Maturity Date, $100,000.”

“Exit Fee” shall have the meaning set forth in the Fee Letter, which definition is incorporated herein by reference.

“Exit Fee” shall mean an amount equal to one percent (1.0%) of the full amount of the Loan.

#​ expressly acknowledges and agrees that the Exit Fee shall constitute # additional consideration for the Loan and # a portion of the Debt.

#​ shall be obligated to pay the Exit Fee to ​ as follows: # upon any (and each) partial prepayment of the Loan in accordance with the terms hereof (other than as to payments of principal in connection with each Monthly Debt Service Payment, which in each event shall be deferred until payment in full of the Debt or the acceleration thereof in accordance with the terms of the Loan Documents), in addition to all other amounts payable to ​ under [Section 2.4] hereof, ​ shall pay to ​, on account of the Exit Fee, an amount equal to one percent (1%) of the amount so prepaid; # upon any (and each) application of any condemnation awards or Net Proceeds to the Debt in accordance with the terms of this Agreement and the Mortgage, one percent (1%) of the amount thereof shall be retained by ​ on account of the Exit Fee and the balance thereof shall be applied to the Debt; and # upon repayment in full of the Debt or the acceleration thereof in accordance with the terms of any of the Loan Documents, ​ shall pay to ​ the entire Exit Fee which would be due on such date, less any amounts on account thereof previously paid to ​ under the [foregoing clauses (i) and (ii) of this Section 2.5.1]1]. Notwithstanding the foregoing, payment of the Exit Fee shall be waived (or, if elected by ​, credited against the closing costs in connection with the refinancing of the Loan) in the event ​ refinances the Loan with a new permanent loan from ​ (or its Affiliates) (which may be provided by ​ (or its Affiliates) in their sole discretion).

Fee. Licensee shall pay Licensor a fee of ​ (​ USD) on or before March 15, 2023 as consideration for this Amendment # 2.

Fee. The Company shall pay the Director a fee for services hereunder of Fifty Thousand Dollars ($50,000) per annum (the “Board Compensation”) to be paid in equal quarterly installments of Twelve Thousand Five Hundred Dollars ($12,500) (the “Quarterly Payments”) beginning with the initial payment on June 30, 2021. Following the Initial Payment, Quarterly Payments shall be due on the last business day of each September, December, March and June in the Directorship Term hereof (the “Payment Dates”). The Board Compensation shall be paid either in readily available funds or fully paid, validly issued and non-assessable common stock of the Company (the “Common Stock”), at the sole option of the Board Member, to be exercised by written notice to the Company on or prior to the Payment Date, failing which the Board Compensation shall be paid in cash. In the event that a Quarterly Payment is to be remitted in Common Stock, the number of shares shall be determined by dividing the Quarterly Payment by the closing sale price of the Common Stock on the trading day immediately preceding the applicable Payment Date, as reported by the principal trading market for the Common Stock.

Cancellation Fee. If the ​ at any time notifies ​ in writing that the ​ is canceling the closing of the purchase and sale of any Accepted Note, or if ​ notifies the ​ in writing under the circumstances set forth in the last sentence of [Section 2(f)] or the penultimate sentence of Section 3.2 that the closing of the purchase and sale of such Accepted Note is to be canceled, or if the closing of the purchase and sale of such Accepted Note is not consummated on or prior to the last day of the Issuance Period (the date of any such notification, or the last day of the Issuance Period, as the case may be, being the “Cancellation Date”), the ​ will pay to each Purchaser which shall have agreed to purchase such Accepted Note no later than one day after the Cancellation Date in immediately available funds an amount (the “Cancellation Fee”) calculated as follows:

​​

Commitment Fee. The Company and the Borrowing Subsidiaries hereby jointly and severally agree to pay to the Agent for the account of [[Organization B:Organization]], ratably in proportion to their Commitments, a commitment fee (the “Commitment Fee”) at a rate per annum equal to the Applicable Commitment Fee Rate on the daily average unused amount of the Commitments, which fee shall be payable in arrears on the third Business Day following the last day of March, June, September and December of each year commencing on June 30, 2016 and with a final payment due and payable on the Termination Date. For the purposes of determining the amount of the Commitment Fee, outstanding Competitive Bid Loans shall be deemed not to be a usage of the Commitments.

Management Fee. As compensation for providing the Company with the services, the Company will pay to the Manager a monthly management fee (the “Management Fee”) comprised of both # hours worked by the Manager’s employees at the rates contained on Exhibit A, and # 50% of the increase in gross margin on completed business for the month, compared to the prior month; provided, however, that the minimum monthly Management Fee will be $40,000 and the maximum will be $150,000. The Management Fee will be accrued and applied as set forth in Paragraph 3.

Service Fee. As consideration for the Data Hosting Services performed by Service Provider, the Company shall pay Service Provider an amount (the “Service Fee”) equal to one hundred and ten percent (110%) of Service Provider’s Data Hosting Services Expenses. Data Hosting Services Expenses include equipment maintenance and depreciation expenses associated with the equipment utilized in the provision of the Services.

Facility Fee. The Company agrees to pay to the Administrative Agent for the account of each Lender (subject to [Section 2.27(a)]) a facility fee which shall accrue at a per annum rate equal to the Facility Fee Rate on the daily amount of such Lender’s Revolving Commitment (whether used or unused) from the Third RestatementSecond Amendment Effective Date to the Revolving Facility Termination Date (and, if any Revolving Loans remain outstanding after the close of business in Chicago, Illinois on the Revolving Facility Termination Date, thereafter shall accrue on the daily amount of the outstanding principal amount of all Revolving Loans owed to each Lender). The facility fee shall be payable on each Payment Date, on the Revolving Facility Termination Date and, if applicable, thereafter on demand.

Commitment Fee. The ​ shall pay to the [[Administrative Agent:Organization]] for the account of each Revolving [[Organization A:Organization]] in accordance with its Applicable Revolving Percentage, a commitment fee (“Commitment Fee”) equal to the Applicable Rate times the actual daily amount by which the Revolving Facility exceeds the sum of # the Outstanding Amount of Revolving Loans and # the Outstanding Amount of L/C Obligations, subject to adjustment as provided in [Section 2.15]. For the avoidance of doubt, the Outstanding Amount of Swingline Loans shall not be counted towards or considered usage of the Aggregate Commitments. The Commitment Fee shall accrue at all times during the Availability Period, including at any time during which one or more of the conditions in Article IV is not met, and shall be due and payable quarterly in arrears on the last Business Day of each March, June, September and December, commencing with the first such date to occur after the Effective Date, and on the last day of the Availability Period for the Revolving Facility. The Commitment Fee shall be calculated quarterly in arrears, and if there is any change in the Applicable Rate during any quarter, the actual daily amount shall be computed and multiplied by the Applicable Rate separately for each period during such quarter that such Applicable Rate was in effect.

Agent’s Fee. [[Organization A:Organization]] agrees to pay to the Agent, for the Agent’s own account, the fees agreed to by [[Organization A:Organization]] and the Agent.

Domestic Facility Fee. [[Organization A:Organization]] shall pay the Domestic Facility Fee to [[Organization B:Organization]] on the date of this Agreement and each anniversary thereof.

EXIM Facility Fee. [[Organization A:Organization]] shall pay the EXIM Facility Fee to [[Organization B:Organization]] on the date of this Agreement and each anniversary thereof.