Common use of Voluntary Prepayments Clause in Contracts

Voluntary Prepayments. From and after the date hereof, so long as no Event of Default has occurred and is continuing, Borrowers may, at their option and upon at least ten (10) days prior written notice to Lender (or such shorter period as may be permitted by Lender), prepay the Debt in whole or in part, but in no event shall any partial prepayment be less than $5,000,000.00; provided that any prepayment is accompanied by (a) if such prepayment occurs on a date other than a Payment Date, all interest which would have accrued on the amount of the Loan to be paid through, but not including, the next succeeding ninth (9th) day of a calendar month, or, if such prepayment occurs on a Payment Date, through and including the last day of the Interest Period immediately prior to the applicable Payment Date; (b) if such prepayment occurs prior to the Spread Maintenance Release Date, the Spread Maintenance Premium due with respect to the amount prepaid, if any; and (c) all other sums due and payable under this Agreement, the Note, and the other Loan Documents, including, but not limited to, the Breakage Costs, if any, the applicable Prepayment Fee, if any, and all of Lender’s costs and expenses (including reasonable attorney’s fees and disbursements) incurred by Lender in connection with such prepayment. No Spread Maintenance Premium or, subject to the proviso at the end of this sentence, any other prepayment premium or fee shall be due in connection with any prepayment of the Loan (i) made after the Spread Maintenance Release Date, or (ii) made from 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; provided, however, that the applicable Prepayment Fee shall be due in connection with any prepayment of the Loan made from the proceeds of any Minimum Mandatory Prepayment (or any partial payment on account thereof), Release Parcel Release Price, Adjacent Parcel Release Price and/or IP Release Price if any such prepayment shall occur prior to the Prepayment Fee Release Date. If a notice of prepayment is given by Borrowers to Lender pursuant to this Section 2.4.1, the amount designated for prepayment and all other sums required under this Section 2.4 shall be due and payable on the proposed prepayment date; provided, however, Borrowers shall have the right to postpone or revoke such prepayment upon written notice to Lender not less than two (2) Business Days prior to the date such prepayment is due so long as Borrowers pay Lender and/or Servicer all actual out-of-pocket third party costs and expenses incurred by Lender and/or Servicer in connection with such postponement or revocation.

Voluntary Prepayments. From and after Borrower may prepay the Loan as provided herein. On any Business Day following the date hereof, so long as Borrower may, at its option, prepay the Loan in full (but not in part), provided that (i) no Event of Default has occurred and is continuingthen exists, Borrowers may, at their option and upon at least ten (10ii) days prior written Borrower submits a notice to Lender (or such shorter period as may setting forth the projected date of prepayment, which date shall be permitted by Lender), prepay the Debt in whole or in part, but in no event shall any partial prepayment be less than $5,000,000.00; provided that any prepayment is accompanied by thirty (a30) days from the date of such notice, (iii) Borrower pays to Lender (A) all interest accrued and unpaid on the principal balance of the Note to and including the date of prepayment, (B) if such prepayment occurs is not paid on a date other than a regularly scheduled Payment Date, all interest for the full Accrual Period during which would have accrued on the amount of the Loan to be paid through, but not including, the next succeeding ninth (9th) day of a calendar month, or, if such prepayment occurs on a Payment Date, through and including the last day of the Interest Period immediately prior to the applicable Payment Date; (b) if such prepayment occurs prior to the Spread Maintenance Release Date, the Spread Maintenance Premium due with respect to the amount prepaid, if any; and (cC) all other sums due and payable under this Agreement, the Note, and the other Loan Documents, including, but not limited to, the Breakage Costs, if any, the applicable Prepayment Fee, if any, and all of Lender’s reasonable out-of-pocket costs and expenses (including reasonable attorney’s fees and disbursements) incurred by Lender in connection with such prepayment. No Spread Maintenance Premium orIf prepayment occurs on or before the Permitted Prepayment Date, subject Borrower shall pay the Prepayment Penalty to Lender concurrently with such prepayment. Notwithstanding the foregoing, in all events and under all circumstances Borrower shall be obligated to pay to Lender minimum interest in an amount equal to interest at the Interest Rate in effect as of the date of full repayment of the Debt (whether by virtue of a voluntary prepayment hereunder, acceleration, or otherwise) calculated on the face amount of the Note for a period of six (6) months (the “Minimum Interest”). Upon prepayment or 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 an amount equal to the proviso at positive difference, if any, between (i) the end entire Minimum Interest, minus (ii) the aggregate total of this sentence, any other prepayment premium or fee shall be due in connection with any prepayment all monthly payments paid by Borrower during the term of the Loan (iexclusive of any portions thereof constituting (A) made after interest accrued at the Spread Maintenance Release Date, Default Rate in excess of the Interest Rate or (iiB) made from the proceeds payments of any Minimum Mandatory Prepayment (or any partial payment on account thereofprincipal), Non-Qualified Mandatory Prepayment, Additional Non-Qualified Mandatory Prepayment, Release Parcel Release Price, Adjacent Parcel Release Price and/or IP Release Price; provided, however, that the applicable Prepayment Fee shall be due in connection with any prepayment of the Loan made from the proceeds of any Minimum Mandatory Prepayment (or any partial payment on account thereof), Release Parcel Release Price, Adjacent Parcel Release Price and/or IP Release Price if any such prepayment shall occur prior to the Prepayment Fee Release Date. If a notice of prepayment is given by Borrowers to Lender pursuant to this Section 2.4.1, the amount designated for prepayment and all other sums required under this Section 2.4 shall be due and payable on the proposed prepayment date; provided, however, Borrowers shall have the right to postpone or revoke such prepayment upon written notice to Lender not less than two (2) Business Days prior to the date such prepayment is due so long as Borrowers pay Lender and/or Servicer all actual out-of-pocket third party costs and expenses incurred by Lender and/or Servicer in connection with such postponement or revocation.

Voluntary Prepayments. From and Prior to the Lockout Release Date, the outstanding principal amount of the Loan may not be prepaid in whole or in part. On the last day of any Interest Accrual Period occurring on or after the date hereofLockout Release Date, so long as provided no Event of Default has occurred and is continuing, Borrowers Borrower may, at their its option and upon at least ten (10) days prior written notice to Lender (or such shorter period as may be permitted by Lender)set forth herein, prepay the Debt in whole or in part. Notwithstanding the foregoing, but Borrower may not partially prepay the Loan more than one (1) time in no event any calendar year and Borrower shall obtain Lender’s consent for any additional partial prepayment of the Loan in any calendar year, which consent shall be less than $5,000,000.00; provided that given in Lender’s sole and absolute discretion. Lender shall not be obligated to accept any prepayment unless it is accompanied by (a) if the prepayment premium due in connection therewith. Any partial prepayment shall be applied to the Loan in such order and priority as may be determined by Lender in its sole discretion. Any prepayment occurs received by Lender on a date other than a Payment Date, all the last day of any Interest Accrual Period shall include interest which would have accrued on the amount from such date of the Loan to be paid through, but not including, the next succeeding ninth (9th) day of a calendar month, or, if such prepayment occurs on a Payment Date, through and including the last day of the Interest Accrual Period immediately prior to the applicable Payment Date; (b) if during which such prepayment occurs prior to the Spread Maintenance Release Dateis being made (such amounts, the Spread Maintenance Premium due with respect to “Interest Shortfall”). Additionally, Borrower shall pay the amount prepaid, if any; and (c) all other sums due and payable under this Agreement, the Note, and the other Loan Documents, including, but not limited to, the Breakage Costs, if any, the applicable Prepayment Exit Fee, if any, any Additional Interest and all any Breakage Costs (provided that the same are not duplicative of Lender’s costs and expenses (including reasonable attorney’s fees and disbursements) incurred by Lender any Interest Shortfall paid in connection with such prepayment. No Spread Maintenance Premium or, subject to the proviso at the end of this sentence, any other prepayment premium or fee shall be due ) in connection with any prepayment of the Loan Loan. As a condition to any voluntary prepayment, Borrower shall give Lender written notice (ia “Prepayment Notice”) made after the Spread Maintenance Release Dateof its intent to prepay, or which notice must be given at least sixty (ii60) made from the proceeds of any Minimum Mandatory Prepayment and not more than ninety (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; provided, however, that the applicable Prepayment Fee shall be due in connection with any prepayment of the Loan made from the proceeds of any Minimum Mandatory Prepayment (or any partial payment on account thereof), Release Parcel Release Price, Adjacent Parcel Release Price and/or IP Release Price if any such prepayment shall occur 90) days prior to the Prepayment Fee Release Date. If a notice of Business Day upon which prepayment is given by Borrowers to Lender pursuant to this Section 2.4.1, be made and must specify the amount designated for prepayment and all other sums required under this Section 2.4 shall be due and payable Business Day on the proposed prepayment date; provided, however, Borrowers shall have the right to postpone or revoke such prepayment upon written notice to Lender not less than two (2) Business Days prior to the date which such prepayment is due so long as Borrowers pay to be made. Borrower hereby agrees that, in the event Borrower delivers a Prepayment Notice and fails to prepay the Loan in accordance with the Prepayment Notice and the terms of this Section 2.7 (a “Prepayment Failure”), Borrower shall indemnify Lender and/or Servicer from and against, and shall be responsible for, all actual out-of-pocket third party costs and expenses Losses (including any consequential damages) incurred by Lender and/or Servicer in connection with respect to any such postponement or revocationPrepayment Failure.

Voluntary Prepayments. From and after the date hereof, so long as no Event of Default has occurred and is continuing, Borrowers may, at their option and upon at least ten (10) days prior written notice to Lender (or such shorter period as Borrower may be permitted by Lender), prepay the Debt Loan in whole or in part, but in provided that (i) no event Event of Default shall any partial prepayment have occurred and be continuing; (ii) Borrower gives Lender not less than $5,000,000.00ten (10) Business Days prior written notice of the amount of the Loan that Borrower intends to prepay; provided that any prepayment is accompanied by and (aiii) if such prepayment occurs on a date other than a Payment DateBorrower pays Lender, in addition to the outstanding principal amount of the Loan to be prepaid, (A) all interest which would have accrued on the amount of the Loan to be paid through, but not including, through and including the next succeeding ninth (9th) last day of a calendar monththe Interest Period immediately preceding the Payment Date next occurring following the date of such prepayment, or, if such prepayment occurs on a Payment Date, through and including the last day of the Interest Period immediately prior to the applicable preceding such Payment Date; (b) if such prepayment occurs prior to the Spread Maintenance Release Date, the Spread Maintenance Premium due with respect to the amount prepaid, if any; and (cB) all other sums due and payable under this Agreement, the Note, and the other Loan Documents, including, but not limited to, the Breakage Costs, Costs (if any, the applicable Prepayment Fee, if any, any and without duplication of costs covered by payments made pursuant to this Section 2.4) and all of Lender’s costs and expenses (including reasonable attorney’s fees and disbursements) incurred by Lender in connection with such prepayment. No Spread Maintenance Premium or, subject to the proviso at the end of this sentence, any other prepayment premium or fee shall be due in connection with any prepayment of the Loan ; and (iC) made after the Spread Maintenance Release Date, or (ii) made from 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; provided, however, that the applicable Prepayment Fee shall be due in connection with any prepayment of the Loan made from the proceeds of any Minimum Mandatory Prepayment (or any partial payment on account thereof), Release Parcel Release Price, Adjacent Parcel Release Price and/or IP Release Price if any such prepayment shall occur is made on or prior to the Prepayment Fee Release Date, the Prepayment Spread Maintenance Payment; and (D) if such payment is made on or prior to the Lockout Release Date, the Exit Fee (except with respect to both the Prepayment Spread Maintenance Payment and Exit Fee as otherwise provided in Section 2.4.2 hereof). If a notice of prepayment is given by Borrowers Borrower to Lender pursuant to this Section 2.4.1, the amount designated for prepayment and all other sums required under this Section 2.4 shall be due and payable on the proposed prepayment date; provided, however, Borrowers Borrower shall have the right to postpone or revoke such prepayment upon written notice to Lender not less than two (2) Business Days on the date immediately prior to the date such prepayment is due so long as Borrowers pay Borrower pays Lender and/or Servicer all actual out-of-pocket third party costs and expenses incurred by Lender and/or or Servicer in connection with such postponement postponement. In the event that any prepayment occurs prior to the applicable Determination Date it may be impossible for Borrower and Lender to calculate with certainty the interest that would have accrued at the Applicable Interest Rate on the amount then prepaid through the end of the Interest Period in which such prepayment occurs. Accordingly, in the event that the Debt is prepaid prior to the Determination Date applicable to the Interest Period in which such prepayment occurs, the interest that would have accrued at the Applicable Interest Rate on the amount then prepaid through the end of the Interest Period in which such prepayment occurs shall be calculated based on an interest rate (the “Assumed Note Rate”) equal to the sum of (i) LIBOR for the Interest Period prior to the Interest Period in which such prepayment occurs, plus (ii) the Spread, plus (iii) one percent (1.00%). Thereafter, on the Determination Date applicable to the Interest Period in which such prepayment occurs, Lender shall determine the Applicable Interest Rate as if such prepayment had not occurred. If it is determined by Lender that the Applicable Interest Rate for the Interest Period in which such prepayment occurs is less than the Assumed Note Rate, Lender shall promptly refund to Borrower, without interest, an amount equal to the difference between the interest paid by Borrower for the Interest Period in which such prepayment occurs calculated at the Assumed Note Rate and the amount of interest for said Interest Period calculated at the actual Applicable Interest Rate. Alternatively, in the event that it is determined that the actual Applicable Interest Rate applicable to the Interest Period in which such prepayment occurs is greater than the Assumed Note Rate, Borrower shall promptly pay to Lender, without additional interest or revocationother late charges or penalties (and in no event later than the fifteen (15th) day of the month in which such prepayment occurs), an amount equal to the difference between the interest paid by Borrower for the Interest Period in which such prepayment occurs on the prepaid amount calculated at the Assumed Note Rate and the amount of interest for said Interest Period calculated at the actual Applicable Interest Rate.

Voluntary Prepayments. From Except as otherwise provided herein and subject to Section 2.4.2 of this Agreement, Borrower shall not have the right to prepay the Loan in whole or in part. On and after the date hereofPermitted Prepayment Date, so long as provided no Event of Default has occurred and is continuing, Borrowers Borrower may, at their its option and upon at least ten thirty (1030) days days’ prior written notice to Lender (or such shorter period as may be permitted by Lender), prepay the Debt in whole or but not in part; provided, but in no event shall any partial prepayment be less than $5,000,000.00; provided that however, any prepayment is received by Lender prior to March 9, 2009 shall be accompanied by (ai) the applicable Prepayment Fee, (ii) Breakage Costs and (iii) all interest which would have accrued on the amount of the Loan to be paid through and including the last day of the Interest Period related to the Monthly Payment Date next occurring following the date of such prepayment, or, if such prepayment occurs on a Monthly Payment Date, through and including the last day of the Interest Period related to such Monthly Payment Date. If a notice of prepayment is given by Borrower to Lender pursuant to Section 2.4.1, the amount designated for prepayment and all other sums required under Section 2.4 shall be due and payable on the proposed prepayment date. If for any reason Borrower prepays the Loan on a date other than a Monthly Payment Date, Borrower shall pay Lender, in addition to the Debt, all interest which would have accrued on the amount of the Loan to be paid through, but not including, the next succeeding ninth (9th) day of a calendar month, or, if such prepayment occurs on a Payment Date, through and including the last day of the Interest Period immediately prior related to the applicable Monthly Payment Date; (b) if such prepayment occurs prior to Date next occurring following the Spread Maintenance Release Date, the Spread Maintenance Premium due with respect to the amount prepaid, if any; and (c) all other sums due and payable under this Agreement, the Note, and the other Loan Documents, including, but not limited to, the Breakage Costs, if any, the applicable Prepayment Fee, if any, and all date of Lender’s costs and expenses (including reasonable attorney’s fees and disbursements) incurred by Lender in connection with such prepayment. No Spread Maintenance Premium or, subject to the proviso at the end of this sentence, any other prepayment premium or fee shall be due in connection with permitted on any prepayment of date during the Loan (i) made after period commencing on the Spread Maintenance Release Datefirst calendar day immediately following a Monthly Payment Date to, or (ii) made from 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; provided, however, that the applicable Prepayment Fee shall be due in connection with any prepayment of the Loan made from the proceeds of any Minimum Mandatory Prepayment (or any partial payment on account thereof), Release Parcel Release Price, Adjacent Parcel Release Price and/or IP Release Price if any such prepayment shall occur prior to the Prepayment Fee Release Date. If a notice of prepayment is given by Borrowers to Lender pursuant to this Section 2.4.1but not including, the amount designated for prepayment and all other sums required under this Section 2.4 shall be due and payable on the proposed prepayment date; providedDetermination Date in such calendar month, however, Borrowers shall have the right unless consented to postpone or revoke such prepayment upon written notice to Lender not less than two (2) Business Days prior to the date such prepayment is due so long as Borrowers pay Lender and/or Servicer all actual out-of-pocket third party costs and expenses incurred by Lender and/or Servicer in connection with such postponement or revocationits sole discretion.

Voluntary Prepayments. From and after the date hereof, so long as no Event of Default has occurred and is continuingOn any Payment Date, Borrowers may, at their option and upon at least ten thirty (1030) days prior written notice to Lender (or such shorter period as may be permitted by Lender), prepay the Debt in whole or in part, but in no event shall any partial prepayment be less than $5,000,000.00; provided that (a) no Event of Default or Mortgage Event of Default shall have occurred and be continuing, and (b) any such prepayment is accompanied by (ai) if such prepayment occurs on a date other than a Payment Date, all interest which would have accrued on the amount of the Loan to be paid through, but not including, through and including the next succeeding ninth (9th) last day of a calendar monththe Interest Accrual Period related to the Payment Date next occurring following the date of such prepayment (the “Prepayment Date”), or, if such prepayment occurs on a Payment Date, through and including the last day of the Interest Accrual Period immediately prior related to the applicable such Payment Date; (bii) if such prepayment occurs Prepayment Date is prior to the Spread Maintenance Release Prepayment Premium Expiration Date, the Spread Maintenance Premium due with respect to the amount prepaid, if anyPrepayment Premium; and (ciii) all other sums then due and payable under this Agreement, the Note, Note and the other Loan Documents, including, but not limited to, the Breakage Costs, if any, the applicable Prepayment Fee, if anyany late fees and default interest required to be paid by Borrowers hereunder, and (iv) all of Lender’s costs and expenses (including including, without limitation, reasonable attorney’s fees and disbursements) incurred by Lender in connection with such prepayment. No Spread Maintenance If the Prepayment Premium oris due to Lender, subject Lender shall not be obligated to accept any prepayment unless it is accompanied by the proviso at the end of this sentence, any other prepayment premium or fee shall be Prepayment Premium due in connection with any prepayment of the Loan (i) made after the Spread Maintenance Release Date, or (ii) made from 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; provided, however, that the applicable Prepayment Fee shall be due in connection with any prepayment of the Loan made from the proceeds of any Minimum Mandatory Prepayment (or any partial payment on account thereof), Release Parcel Release Price, Adjacent Parcel Release Price and/or IP Release Price if any such prepayment shall occur prior to the Prepayment Fee Release Datetherewith. If a notice of prepayment is given by Borrowers to Lender pursuant to this Section 2.4.1, the amount designated for prepayment and all other sums required under this Section 2.4 shall be due and payable on the proposed prepayment date; provided, however, Borrowers shall have the right to postpone revoke or revoke such rescind in writing any notice of prepayment upon written any time on or before the Prepayment Date set forth in Borrowers’ notice of prepayment, provided that Borrowers pay to Lender not less than two concurrently with each such revocation or rescission the sum of (2A) Business Days prior to the date such prepayment is due so long as Borrowers pay Lender and/or Servicer all actual out-of-pocket third party costs and expenses incurred by Lender and/or Servicer in connection with or as a result of such postponement revocation or revocationrescission, plus (B) a fee in the amount of $25,000.00. If for any reason Borrowers prepay all or any portion of the Loan on a date other than a Payment Date, Borrowers shall pay to Lender, in addition to the Debt and the other amounts set forth in the foregoing clauses (i) - (iv), all interest which would have accrued on the amount of the Loan to be paid through and including the Payment Date next occurring following the Prepayment Date. Any partial prepayment shall be applied to the last payments of principal due under the Loan.

Voluntary Prepayments. From and after the date hereof, so long as no Event of Default has occurred and is continuing, Borrowers may, at their option and upon at least ten (10) days prior written notice to Lender (or such shorter period as Borrower may be permitted by Lender), prepay the Debt Loan in whole or in part, but in no event shall at any partial prepayment be time and from time to time, provided, that (i) Borrower gives Lender not less than $5,000,000.00ten (10) days’ prior written notice of the amount of the Loan that Borrower intends to prepay and the intended date of prepayment which notice shall be revocable or subject to modification (including extension of the intended prepayment date) by Borrower at any time (the “Prepayment Notice”); provided that any prepayment is accompanied by and (aii) if such prepayment occurs on a date other than a Payment DateBorrower pays Lender, in addition to the outstanding principal amount of the Loan to be prepaid, (A) all interest which would have accrued on the amount of the Loan to be paid throughthrough and including (x) if such prepayment occurs prior to a rated Securitization, but not includingthen the date on which such prepayment is made or (y) if such prepayment occurs following a rated Securitization, (1) with respect to the portion of the Loan subject to a rated Securitization, the next succeeding ninth (9th) last day of a calendar month, the Interest Period related to the Payment Date next occurring following the date of such prepayment or, if such prepayment occurs on a Payment Date, interest which would have accrued on the prepayment amount through and including the last day of the Interest Period immediately prior related to such Payment Date (all such interest payable under this clause (y), the “Additional Interest”) and (2) with respect to the applicable Payment Date; remainder portion of the loan not subject to a rated Securitization, the date on which such prepayment is made, (bB) if such prepayment occurs prior to the Spread Maintenance Release Permitted Par Prepayment Date, the Spread applicable Yield Maintenance Premium due with respect to on the amount of the Loan which is being prepaid, if any; and (cC) all other sums then due and payable under this Agreement, the Note, and the other Loan Documents, including, but not limited to, the Breakage Costs, if any, the applicable Prepayment Fee, if any, and all of Lender’s reasonable, actual out-of-pocket costs and expenses (including reasonable attorney’s attorneys’ fees and disbursements) incurred by Lender in connection with such prepayment. No Spread Maintenance Premium or, subject to the proviso at the end of this sentence, any other prepayment premium or fee shall be due in connection with any prepayment of the Loan (i) made after the Spread Maintenance Release Date, or (ii) made from the proceeds of and 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; provided, however, that the applicable Prepayment Fee shall be due in connection with any prepayment of the Loan made from the proceeds of any Minimum Mandatory Prepayment (or any partial payment on account thereof), Release Parcel Release Price, Adjacent Parcel Release Price and/or IP Release Price if any such prepayment shall occur prior to the Prepayment Fee Release Date. If a notice of prepayment is given by Borrowers to Lender pursuant to this Section 2.4.1, the amount designated for prepayment and all other sums required under this Section 2.4 shall be due and payable on the proposed prepayment date; provided, however, Borrowers shall have the right to postpone or revoke such prepayment upon written notice to Lender not less than two (2) Business Days prior to the date such prepayment is due so long as Borrowers pay Lender and/or Servicer all actual out-of-pocket third party costs and expenses incurred by Lender and/or Servicer in connection with such postponement a revoked or revocationextended Prepayment Notice.

Voluntary Prepayments. From Except as otherwise provided herein, Borrower shall not have the right to prepay the Loan in whole or in part. Subject to Sections 2.4.3 and 2.4.4 hereof, on and after the date hereofOpen Prepayment Commencement Date, so long as no Event of Default has occurred and is continuing, Borrowers Borrower may, at their its option and upon at least ten thirty (1030) days days’ prior written notice to Lender (or such shorter period as may be permitted by Lenderwhich notice shall specify the proposed Prepayment Date), prepay the Debt in whole or (but not in part), on any date. Notwithstanding the foregoing, Borrower may withdraw its notice of prepayment tendered pursuant to this Section 2.4.1 no later than two (2) Business Days prior to the proposed Prepayment Date set forth in such notice to Lender; provided, however, that Borrower shall pay all reasonable out-of-pocket costs, fees and expenses (including, but not limited to, reasonable attorneys’ fees and disbursements) incurred by Lender in no event connection with actions taken as a result of its receipt of the notice of prepayment and the revocation thereof. Any prepayment received by Lender shall any partial prepayment be less than $5,000,000.00; provided that any prepayment is accompanied by (a) if such prepayment occurs on a date other than a Payment Date, all interest which would have accrued on the amount of the Loan to be paid through, but not including, prepaid through and including the next succeeding ninth (9th) last day of a calendar month, the Interest Period related to the Monthly Payment Date next occurring following the date of such prepayment (or, if such prepayment occurs on a Monthly Payment Date, through and including the last day of the Interest Period immediately prior related to the applicable such Monthly Payment Date; ), (b) if all out-of-pocket, third party costs and expenses actually incurred by Lender in connection with such prepayment occurs prior to the Spread Maintenance Release Date, the Spread Maintenance Premium due with respect to the amount prepaid, if any; and (c) all other sums due and payable under this Agreement, the Note, and the other Loan Documents, including, but not limited to, the Breakage Costs. Subject to Borrower’s right to withdraw a notice of prepayment in accordance with this Section 2.4.1, if any, the applicable Prepayment Fee, if any, and all of Lender’s costs and expenses (including reasonable attorney’s fees and disbursements) incurred by Lender in connection with such prepayment. No Spread Maintenance Premium or, subject to the proviso at the end of this sentence, any other prepayment premium or fee shall be due in connection with any prepayment of the Loan (i) made after the Spread Maintenance Release Date, or (ii) made from 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; provided, however, that the applicable Prepayment Fee shall be due in connection with any prepayment of the Loan made from the proceeds of any Minimum Mandatory Prepayment (or any partial payment on account thereof), Release Parcel Release Price, Adjacent Parcel Release Price and/or IP Release Price if any such prepayment shall occur prior to the Prepayment Fee Release Date. If a notice of prepayment is given by Borrowers Borrower to Lender pursuant to this Section 2.4.1, the amount designated for prepayment and all other sums required under this Section 2.4 shall be due and payable on the proposed prepayment date; provided, however, Borrowers shall have the right to postpone or revoke such prepayment upon written notice to Lender not less than two (2) Business Days prior to the date such prepayment is due so long as Borrowers pay Lender and/or Servicer all actual out-of-pocket third party costs and expenses incurred by Lender and/or Servicer in connection with such postponement or revocationPrepayment Date.

Voluntary Prepayments. From and after the date hereof, so long as no Event of Default has occurred and is continuing, Borrowers The Borrower may, at their option and upon at least ten notice (10) days prior written which notice to Lender (or such shorter period as may be permitted in the form attached as Exhibit H-2 hereto or any other form approved by Lenderthe Administrative Agent (including any form on an electronic platform or electronic transmission system as shall be approved by the Administrative Agent, such approval not to be unreasonably withheld, conditioned or delayed), appropriately completed and signed by a Responsible Officer) to the Administrative Agent (a “Voluntary Prepayment Notice”), at any time or from time to time, voluntarily prepay the Debt Loans in whole or in part, but part (a “Voluntary Prepayment”) in no event shall any partial prepayment be less than $5,000,000.00; provided that any prepayment is accompanied by an amount equal to the sum of (ax) if such prepayment occurs on a date other than a Payment Date, all interest which would have accrued on the aggregate principal amount of the Loan to be paid throughLoans being prepaid, but not including, (y) the next succeeding ninth (9th) day of a calendar month, orapplicable Prepayment Amount, if any, for such prepayment occurs Loans and (z) all accrued interest on a Payment Date, through and including the last day of the Interest Period immediately prior to the applicable Payment Date; (b) if such prepayment occurs prior to the Spread Maintenance Release Date, the Spread Maintenance Premium due with respect to the amount prepaid, if any; and (c) all other sums due and payable under this Agreement, the Note, and the other Loan Documents, including, but not limited to, the Breakage Costs, if any, the applicable Prepayment Fee, if any, and all of Lender’s costs and expenses (including reasonable attorney’s fees and disbursements) incurred by Lender in connection with such prepayment. No Spread Maintenance Premium or, subject to the proviso at the end of this sentence, any other prepayment premium or fee shall be due in connection together with any prepayment of the Loan additional amounts required pursuant to Section 3.04; provided that, except with respect to any prepayments made pursuant to Section 2.09(a), (i) made after such Voluntary Prepayment Notice must be received by the Spread Maintenance Release DateAdministrative Agent not later than 12:00 p.m., or (ii) made from 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; provided, however, that the applicable Prepayment Fee shall be due in connection with any prepayment of the Loan made from the proceeds of any Minimum Mandatory Prepayment (or any partial payment on account thereof), Release Parcel Release Price, Adjacent Parcel Release Price and/or IP Release Price if any such prepayment shall occur prior to the Prepayment Fee Release Date. If a notice of prepayment is given by Borrowers to Lender pursuant to this Section 2.4.1, the amount designated for prepayment and all other sums required under this Section 2.4 shall be due and payable on the proposed prepayment date; provided, however, Borrowers shall have the right to postpone or revoke such prepayment upon written notice to Lender not less than two (2) Business Days prior to any date of prepayment and (ii) any prepayment shall be either (A) in an aggregate principal amount of at least $5,000,000 and a whole multiple of $1,000,000 in excess thereof or (B) the entire principal amount of the Loans then outstanding. Each such Voluntary Prepayment Notice shall specify the date of such prepayment prepayment, the amount of principal being prepaid and the applicable Prepayment Amount, if any, determined with respect to the applicable Loans as set forth in the definition thereof, including any definition thereof set forth in any Incremental Agreement relating to Additional Loans, if any. The Borrower shall make such prepayment, together with all accrued interest thereon and the related Prepayment Amount, if any, and any additional amounts required pursuant to Section 3.04 on the date specified in such Voluntary Prepayment Notice, and all such amounts shall be due and payable on such date; provided that a Voluntary Prepayment Notice delivered by Borrower may state that such notice is due so long as Borrowers pay conditioned upon the effectiveness of certain events, including, without limitation, the closing of other credit facilities, in which case such notice may be revoked by Borrower (by notice to Administrative Agent on or prior to the specified effective date) if such conditions are not satisfied. Any Voluntary Prepayment described in this Section 2.04 shall be made to the Administrative Agent for the ratable accounts of the Lenders. The Administrative Agent shall forward to each Lender and/or Servicer all actual out-of-pocket third party costs and expenses incurred by Lender and/or Servicer in connection with its Ratable Share of each such postponement or revocationpayment.

Voluntary Prepayments. From and after the date hereof, so long as no Event of Default has occurred and is continuing, Borrowers may, at their option and upon at least ten (10) days prior written notice to Lender (or such shorter period as may be permitted by Lender), prepay the Debt in whole or in part, but in no event shall any partial prepayment be less than $5,000,000.001,000,000.00; provided that any prepayment is accompanied by (a) if such prepayment occurs on a date other than a Payment Date, all interest (including, without limitation, all Accrued Interest and any interest due in connection therewith) which would have accrued on the amount of the Loan to be paid through, but not including, the next succeeding ninth first (9th1st) day of a calendar month, or, if such prepayment occurs on a Payment Date, through and including the last day of the Interest Period that commenced immediately prior to the applicable Payment Date; (b) if such prepayment occurs prior to the Spread Maintenance Release Date, the Spread Maintenance Premium due with respect to the amount prepaid, if anyExit Fee; and (c) all other sums due and payable under this Agreement, the Note, and the other Loan Documents, including, but not limited to, the Breakage Costs, if any, the applicable Prepayment Fee, if any, and all of Lender’s costs and expenses (including reasonable attorney’s fees and disbursements) incurred by Lender in connection with such prepayment. No Spread Maintenance Premium or, subject to the proviso at the end of this sentence, any other prepayment premium or fee shall be due in connection with any prepayment of the Loan (i) made after the Spread Maintenance Release Date, or (ii) made from 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; provided, however, that the applicable Prepayment Fee shall be due in connection with any prepayment of the Loan made from the proceeds of any Minimum Mandatory Prepayment (or any partial payment on account thereof), Release Parcel Release Price, Adjacent Parcel Release Price and/or IP Release Price if any such prepayment shall occur prior to the Prepayment Fee Release Date. If a notice of prepayment is given by Borrowers to Lender pursuant to this Section 2.4.1, the amount designated for prepayment and all other sums required under this Section 2.4 shall be due and payable on the proposed prepayment date; provided, however, Borrowers shall have the right to postpone or revoke such prepayment upon written notice to Lender not less than two (2) Business Days prior to the date such prepayment is due so long as Borrowers pay Lender and/or Servicer all actual out-of-pocket third party costs and expenses incurred by Lender and/or Servicer in connection with such postponement or revocation.

Voluntary Prepayments. From and after Borrower shall have the date hereof, so long as no Event of Default has occurred and is continuing, Borrowers mayright, at their option and upon at least ten (10) days prior written notice its option, from time to Lender (or such shorter period as may be permitted by Lender), time to prepay the Debt portion of the Sponsor Borrower Loan owed by Borrower in whole or in part, but in no event shall part at any partial prepayment be less than $5,000,000.00; provided that any prepayment is accompanied by (a) if such prepayment occurs on a date other than a Payment Date, all interest which would have accrued on the amount of the Loan to be paid through, but not including, the next succeeding ninth (9th) day of a calendar month, or, if such prepayment occurs on a Payment Date, through and including the last day of the Interest Period immediately prior to the applicable Payment Date; (b) if such prepayment occurs prior to the Spread Maintenance Release Date, the Spread Maintenance Premium due with respect to the amount prepaid, if any; and (c) all other sums due and payable under this Agreement, the Note, and the other Loan Documents, including, but not limited to, the Breakage Costs, if any, the applicable Prepayment Fee, if any, and all of Lender’s costs and expenses (including reasonable attorney’s fees and disbursements) incurred by Lender in connection with such prepayment. No Spread Maintenance Premium ortime, subject to the proviso at terms hereof, but no prepayment may be less than the end of this sentence, any other prepayment premium or fee shall be due in connection with any prepayment outstanding principal balance and accrued interest of the Loan (i) Borrowing Advance Tranche being prepaid, except for partial prepayments made after by Borrower in order to remedy non-compliance with the Spread Maintenance Release Date, or (ii) made from the proceeds of Sublimits as provided for herein. Whenever Borrower desires to prepay 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; provided, however, that the applicable Prepayment Fee shall be due in connection with any prepayment part of the Sponsor Borrower Loan made from the proceeds of any Minimum Mandatory Prepayment (or any partial payment on account thereof)owed by Borrower, Release Parcel Release Price, Adjacent Parcel Release Price and/or IP Release Price if any such Borrower shall provide a prepayment shall occur prior to the Prepayment Fee Release Date. If a notice of prepayment is given by Borrowers Notice to Lender pursuant to this Section 2.4.1, the amount designated for prepayment and all other sums required under this Section 2.4 shall be due and payable on the proposed prepayment date; provided, however, Borrowers shall have the right to postpone or revoke such prepayment upon written notice to Lender not less than two (2) by 12:00 p.m. Eastern Time at least 10 Business Days prior to the date such of the proposed prepayment setting forth the following information: (i) the amount to be prepaid; (ii) the estimated date on which the proposed prepayment is to be made; and (iii) a statement indicating the application of the prepayment to the Borrowing Advance Tranche. All prepayment Notices shall be irrevocable. The principal amount of the Borrowing Advance Tranche for which a prepayment Notice is given, together with Accrued Interest, shall be due so long as Borrowers pay and payable by 12:00 p.m. Eastern Time on the date on which the proposed prepayment is to be made. Lender and/or Servicer all actual out-of-pocket third party costs shall, upon receipt of Borrower’s Notice, prepare and expenses incurred deliver to Borrower the same day via facsimile or other electronic transmittal a statement of interest due with respect to such prepayment, provided that in the event Borrower’s prepayment Notice is not received by Lender and/or Servicer in connection with prior to 12:00 p.m. Eastern Time, Lender shall not be obligated to prepare and deliver such postponement or revocationstatement of interest until the Business Day following Lender’s receipt of such Notice.

Voluntary Prepayments. From (i) Loan. Other than mandatory prepayments as set forth in Section 1.5(b), below, and in connection with Upgraded Notes Receivable and as provided in (y) below, prepayments of the Loan shall not be permitted during the Revolving Period nor during the first or second Loan Years, except through application of funds pursuant to Section 1.4(a). Any actual or attempted voluntary prepayment by Borrower in violation of such voluntary prepayment prohibition shall constitute an immediate Event of Default and Borrower shall pay interest at the Default Rate calculated and payable based on the aggregate committed Loan amount from and after the date hereofof any such actual or attempted voluntary prepayment until the date that this prepayment prohibition is not longer applicable. Notwithstanding the foregoing, so long as (x) if an inadvertent or erroneous actual or attempted voluntary prepayment occurs in violation of this Section 1.5(a) by reason of a direction of funds to Lender in error, Borrower shall be entitled to withdraw such prepayment within five (5) Business Days after Borrower is notified in writing of such prepayment in which case, no Event of Default has occurred shall occur under this Section 1.5(a), and (y) Borrower shall be permitted to prepay the Loan during or after the Revolving Period by reason of a dissolution of Borrower pursuant to the terms of Section 8.1(A)(2) of its limited liability company agreement provided that if such prepayment is continuingmade during the Revolving Period or during the first Loan Year, Borrowers mayBorrower shall pay to Lender a prepayment premium equal to three percent (3%) of the amount of such prepayment together with such prepayment. For avoidance of doubt, prepayment of the Loan during or after the Revolving Period by reason of a dissolution of Borrower permitted by the foregoing sentence shall not constitute an Event of Default or trigger interest at their option and the Default Rate. Thereafter, voluntary prepayments of the Loan may be made in whole, but not in part, on any scheduled interest payment date upon at least ten not less than five (105) days Business Days prior written notice to Lender (or such shorter period as Lender. The above-referenced Default Rate interest and prepayment premium which may be permitted by applicable to certain Loan prepayments as set forth herein shall represent liquidated damages and reasonable calculation of Lender), prepay the Debt 's lost profits in whole or in part, but in no event shall any partial prepayment be less than $5,000,000.00; provided that any prepayment is accompanied by (a) if such prepayment occurs on a date other than a Payment Date, all interest which would have accrued on the amount view of the Loan to be paid through, but not including, the next succeeding ninth (9th) day difficulties and impracticality of a calendar month, or, if such prepayment occurs on a Payment Date, through and including the last day determining actual damages from early termination of the Interest Period immediately prior to the applicable Payment Date; (b) if such prepayment occurs prior to the Spread Maintenance Release Date, the Spread Maintenance Premium due with respect to the amount prepaid, if any; and (c) all other sums due and payable under this Agreement, the Note, and the other Loan Documents, including, but not limited to, the Breakage Costs, if any, the applicable Prepayment Fee, if any, and all of Lender’s costs and expenses (including reasonable attorney’s fees and disbursements) incurred by Lender in connection with such prepayment. No Spread Maintenance Premium or, subject to the proviso at the end of this sentence, any other prepayment premium or fee shall be due in connection with any prepayment of the Loan (i) made after the Spread Maintenance Release Date, or (ii) made from 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; provided, however, that the applicable Prepayment Fee shall be due in connection with any prepayment of the Loan made from the proceeds of any Minimum Mandatory Prepayment (or any partial payment on account thereof), Release Parcel Release Price, Adjacent Parcel Release Price and/or IP Release Price if any such prepayment shall occur prior to the Prepayment Fee Release Date. If a notice of prepayment is given by Borrowers to Lender pursuant to this Section 2.4.1, the amount designated for prepayment and all other sums required under this Section 2.4 shall be due and payable on the proposed prepayment date; provided, however, Borrowers shall have the right to postpone or revoke such prepayment upon written notice to Lender not less than two (2) Business Days prior to the date such prepayment is due so long as Borrowers pay Lender and/or Servicer all actual out-of-pocket third party costs and expenses incurred by Lender and/or Servicer in connection with such postponement or revocationLoan.

Voluntary Prepayments. From and after Except as otherwise provided in this Agreement, Borrower shall not have the date hereofright to prepay any Component in whole or in part prior to the Stated Maturity Date. Notwithstanding the foregoing, so long as Borrower may prepay the Floating Rate Component, in whole or in part, either (a) in connection with a Property Release in accordance with Section 2.3.6, or (b) at any other time provided that (i) no Event of Default has occurred and is continuing, Borrowers may, continuing at their option and upon at least the time of any such prepayment; (ii) Borrower gives Lender not less than ten (10) days prior written days’ notice specifying a date on which such prepayment is to occur (provided such notice shall be revocable at any time and for any reason by Borrower and may be adjourned on a day-to-day basis on reasonable notice to Lender (or such shorter period as may be permitted by Lender), prepay the Debt in whole or in part, but Borrower shall pay any actual reasonable out-of-pocket expenses incurred by Lender in no event shall any partial connection with such revocation and/or adjournment); (iii) Borrower pays Lender, in addition to the outstanding principal amount of the Floating Rate Component to be prepaid, all Applicable Interest with respect to the outstanding principal amount of the Floating Rate Component being prepaid; and (iv) Borrower pays to Lender the Prepayment Premium, if applicable. Any prepayment be less than $5,000,000.00; provided that any prepayment is accompanied pursuant to clause (b) above received by (a) if such prepayment occurs Lender on a date other than a Payment Date, all Date shall be held by Lender in an interest which would have accrued bearing money-market account (and the interest shall accrue for the benefit of Borrower) as collateral security for the Loan and shall be applied to the Floating Rate Component on the amount of next Payment Date. Further, on the Loan Payment Date occurring in January, 2017 (the “Lockout Expiration Date”) and on any Business Day thereafter, Borrower may, at its option and upon ten (10) Business Days’ prior written notice to Lender (provided such notice shall be paid throughrevocable at any time and for any reason by Borrower and may be adjourned on a day-to-day basis on reasonable notice to Lender, but not including, the next succeeding ninth (9th) day of a calendar month, or, if such prepayment occurs on a Payment Date, through and including the last day of the Interest Period immediately prior to the applicable Payment Date; (b) if such prepayment occurs prior to the Spread Maintenance Release Date, the Spread Maintenance Premium due with respect to the amount prepaid, if any; and (c) all other sums due and payable under this Agreement, the Note, and the other Loan Documents, including, but not limited to, the Breakage Costs, if any, the applicable Prepayment Fee, if any, and all of Lender’s costs and Borrower shall pay any actual reasonable out-of-pocket expenses (including reasonable attorney’s fees and disbursements) incurred by Lender in connection with such prepaymentrevocation and/or adjournment), prepay the entire Principal Amount in whole (but not in part) without payment of the Yield Maintenance Premium, Prepayment Premium or other penalty or premium. No Spread Maintenance Premium orIf Borrower prepays the entire Principal Amount, subject Borrower shall pay Lender, in addition to the proviso at the end of this sentencePrincipal Amount, any other prepayment premium or fee shall be due in connection with any prepayment of the Loan (i) made after the Spread Maintenance Release Date, or (ii) made from 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; provided, however, that the applicable Prepayment Fee shall be due in connection with any prepayment of the Loan made from the proceeds of any Minimum Mandatory Prepayment (or any partial payment on account thereof), Release Parcel Release Price, Adjacent Parcel Release Price and/or IP Release Price if any such prepayment shall occur prior to the Prepayment Fee Release Date. If a notice of prepayment is given by Borrowers to Lender pursuant to this Section 2.4.1, the amount designated for prepayment and all other sums required under this Section 2.4 shall be due and payable on the proposed prepayment date; provided, however, Borrowers shall have the right to postpone or revoke such prepayment upon written notice to Lender not less than two (2) Business Days prior to the date such prepayment is due so long as Borrowers pay Lender and/or Servicer all actual out-of-pocket third party costs and expenses incurred by Lender and/or Servicer in connection with such postponement or revocationApplicable Interest.

Voluntary Prepayments. From and after the date hereofEach Borrower from time to time may prepay its Revolving Credit Loans, so long as no Event of Default has occurred and is continuingSwing Line Loans, Borrowers mayor Term Loans, at their option and upon at least ten (10) days prior written notice to Lender (or such shorter period as may be permitted by Lender), prepay the Debt in whole or in part, but in no event shall any partial prepayment be less than $5,000,000.00; provided that any prepayment is accompanied by (a) if without premium or penalty, upon irrevocable written notice to the Agent given at least as early before the proposed date of such prepayment occurs on as the corresponding time specified in Section 2.3(a) hereof for notice of the borrowing of a Revolving Credit Loan of the loan type to be prepaid, specifying the date other than a Payment Date, all interest which would have accrued on of prepayment and the amount of the Loan to prepayment; provided, however, that (i) the entire Aggregate Revolving Credit Commitment may not be terminated (although all Revolving Credit Loans may be paid throughoff in full) while any Term Loan remains outstanding, but (ii) except for prepayments necessitated by Section 8.6(b) hereof, each partial prepayment of the Revolving Credit Loans or Swing Line Loans shall be in an amount not includingless than $500,000 or any integral multiple of $100,000 in excess thereof, (iii) except for prepayments necessitated by the next succeeding ninth Borrowers' election to reduce the Aggregate Revolving Credit Commitment pursuant to Section 2.4 hereof, without the prior written approval of the Required Banks, neither Borrower may prepay any Term Loan unless all Revolving Credit Loans have been paid off in full and the Aggregate Revolving Credit Commitment terminated, (9thiv) day of a calendar month, or, if such prepayment occurs on a Payment Date, through and including neither Borrower may prepay any LIBOR Rate Loan prior to the last day of the Interest Period immediately therefor and neither Borrower may prepay any Swing Line Loan prior to the applicable Payment Date; (b) if such prepayment occurs prior to last day of the Spread Maintenance Release DateSwing Line Interest Period therefor. To the extent possible, the Spread Maintenance Premium due with respect to the amount prepaidBorrowers shall, if any; and (c) all other sums due and payable under this Agreement, the Note, and the other Loan Documents, including, but not limited to, the Breakage Costs, if any, the applicable Prepayment Fee, if any, and all of Lender’s costs and expenses (including reasonable attorney’s fees and disbursements) incurred by Lender in connection with such prepayment. No Spread Maintenance Premium or, subject to the proviso at the end of this sentence, any other prepayment premium or fee shall be due in connection with any voluntary prepayment, prepay Prime Rate Loans first and LIBOR Rate Loans second. Any prepayment of the Loan (i) made after the Spread Maintenance Release Date, or (ii) made from 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; provided, however, that the applicable Prepayment Fee LIBOR Rate Loans shall be due in connection with any prepayment of the Loan made from the proceeds of any Minimum Mandatory Prepayment (or any partial payment on account thereof), Release Parcel Release Price, Adjacent Parcel Release Price and/or IP Release Price if any such prepayment shall occur prior subject to the Prepayment Fee Release DateSection 2.11 hereof. If a any notice of prepayment is given by Borrowers to Lender pursuant to this Section 2.4.1given, the amount designated for prepayment and all other sums required under this Section 2.4 specified in such notice shall be due and payable in the manner and by the time provided in Section 3.2 hereof on the proposed prepayment date; provideddate specified in such notice, however, Borrowers shall have the right together with accrued interest thereon to postpone or revoke such date as provided in Section 2.2(c) hereof. Any such prepayment upon written notice to Lender not less than two (2) Business Days prior of a Revolving Credit Loan may be reborrowed, subject to the date such terms and conditions of this Agreement, from time to time. Any prepayment is due so long as Borrowers pay Lender and/or Servicer all actual out-of-pocket third party costs and expenses incurred by Lender and/or Servicer in connection with such postponement or revocationof a Term Loan may not be reborrowed.

Voluntary Prepayments. From and Prior to the Lockout Release Date, the outstanding principal amount of the Loan may not be prepaid in whole or in part. On the last day of any Interest Accrual Period occurring on or after the date hereofLockout Release Date, so long as provided no Event of Default has occurred and is continuing, Borrowers Borrower may, at their its option and upon at least ten (10) days prior written notice to Lender (or such shorter period as may be permitted by Lender)set forth herein, prepay the Debt in whole or in part, but in no event shall any partial prepayment be less than $5,000,000.00whole; provided that any such prepayment is accompanied by (a) the Prepayment Premium, if any. Lender shall not be obligated to accept such prepayment occurs unless it is accompanied by the Prepayment Premium (if any) due in connection therewith. Notwithstanding the foregoing, payment of the Prepayment Premium shall be waived in the event Borrower refinances the Loan with a new permanent loan from Xxxxx Fargo Bank, N.A. (which may be provided by Xxxxx Fargo Bank, N.A., in its sole discretion). Any prepayment received by Lender on a date other than a Payment Date, all the last day of any Interest Accrual Period shall include interest which would have accrued on the amount from such date of the Loan to be paid through, but not including, the next succeeding ninth (9th) day of a calendar month, or, if such prepayment occurs on a Payment Date, through and including the last day of the Interest Accrual Period immediately prior to the applicable Payment Date; (b) if during which such prepayment occurs prior to the Spread Maintenance Release Dateis being made (such amounts, the Spread Maintenance Premium due with respect to “Interest Shortfall”). Additionally, Borrower shall pay any Interest Rate Protection Breakage Costs and any Breakage Costs (provided that the amount prepaid, if any; and (c) all other sums due and payable under this Agreement, the Note, and the other Loan Documents, including, but same are not limited to, the Breakage Costs, if any, the applicable Prepayment Fee, if any, and all duplicative of Lender’s costs and expenses (including reasonable attorney’s fees and disbursements) incurred by Lender any Interest Shortfall paid in connection with such prepayment. No Spread Maintenance Premium or, subject to the proviso at the end of this sentence, any other prepayment premium or fee shall be due ) in connection with any prepayment of the Loan Loan. As a condition to any voluntary prepayment, Borrower shall give Lender written notice (ia “Prepayment Notice”) made after the Spread Maintenance Release Dateof its intent to prepay, or which notice must be given at least thirty (ii30) made from the proceeds of any Minimum Mandatory Prepayment and not more than ninety (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; provided, however, that the applicable Prepayment Fee shall be due in connection with any prepayment of the Loan made from the proceeds of any Minimum Mandatory Prepayment (or any partial payment on account thereof), Release Parcel Release Price, Adjacent Parcel Release Price and/or IP Release Price if any such prepayment shall occur 90) days prior to the Prepayment Fee Release Date. If a notice of Business Day upon which prepayment is given by Borrowers to Lender pursuant to this Section 2.4.1, be made and must specify the amount designated for prepayment and all other sums required under this Section 2.4 shall be due and payable Business Day on the proposed prepayment date; provided, however, Borrowers shall have the right to postpone or revoke such prepayment upon written notice to Lender not less than two (2) Business Days prior to the date which such prepayment is due so long as Borrowers pay to be made. Borrower hereby agrees that, in the event Borrower delivers a Prepayment Notice and fails to prepay the Loan in accordance with the Prepayment Notice and the terms of this Section 2.7 (a “Prepayment Failure”), Borrower shall indemnify Lender and/or Servicer from and against, and shall be responsible for, all actual out-of-pocket third party costs and expenses Losses (including any consequential damages) incurred by Lender and/or Servicer in connection with respect to any such postponement or revocationPrepayment Failure.

Voluntary Prepayments. From and after the date hereof, so long as Provided no Event of Default has occurred and is continuing, Borrowers may, Borrower may at their its option and upon at least ten (10) days Business Days’ prior written notice to Lender (or such shorter period as may be permitted by Lender), prepay the Debt in whole or in part; provided, but in no event shall any partial prepayment be less than $5,000,000.00; provided that however, any prepayment is received by Lender shall be accompanied by (ai) if such prepayment occurs on a date other than a Payment is made prior to the Permitted Prepayment Date, the Spread Maintenance Premium, (ii) Exit Fee, (iii) Breakage Costs and (iv) all interest which would have accrued on the amount of the Loan to be paid through, but not including, through and including the next succeeding ninth (9th) last day of a calendar monththe Interest Period related to the Monthly Payment Date next occurring following the date of such prepayment, or, if such prepayment occurs on a Monthly Payment Date, through and including the last day of the Interest Period immediately prior related to the applicable such Monthly Payment Date; (b) if such prepayment occurs prior to the Spread Maintenance Release Date, the Spread Maintenance Premium due with respect to the amount prepaid, if any; and (c) all other sums due and payable under this Agreement, the Note, and the other Loan Documents, including, but not limited to, the Breakage Costs, if any, the applicable Prepayment Fee, if any, and all of Lender’s costs and expenses (including reasonable attorney’s fees and disbursements) incurred by Lender in connection with such prepayment. No Spread Maintenance Premium or, subject to the proviso at the end of this sentence, any other prepayment premium or fee shall be due in connection with any prepayment of the Loan (i) made after the Spread Maintenance Release Date, or (ii) made from 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; provided, however, that the applicable Prepayment Fee shall be due in connection with any prepayment of the Loan made from the proceeds of any Minimum Mandatory Prepayment (or any partial payment on account thereof), Release Parcel Release Price, Adjacent Parcel Release Price and/or IP Release Price if any such prepayment shall occur prior to the Prepayment Fee Release Date. If a notice of prepayment is given by Borrowers Borrower to Lender pursuant to this Section 2.4.1, the amount designated for prepayment and all other sums required under this Section 2.4 shall be due and payable on the proposed prepayment date; provided. If for any reason Borrower prepays the Loan on a date other than a Monthly Payment Date, howeverBorrower shall pay Lender, Borrowers shall have the right to postpone or revoke such prepayment upon written notice to Lender not less than two (2) Business Days prior in addition to the Debt, all interest which would have accrued on the amount of the Loan to be paid through and including the last day of the Interest Period related to the Monthly Payment Date next occurring following the date of such prepayment. No prepayment is due so long as Borrowers pay Lender and/or Servicer all actual out-of-pocket third party costs and expenses incurred shall be permitted on any date during the period commencing on the first calendar day immediately following a Monthly Payment Date to, but not including, the Determination Date in such calendar month, unless consented to by Lender and/or Servicer in connection with its sole discretion. Provided no Event of Default shall then exist, Lender shall apply any such postponement or revocationprepayment, pro rata (based on the portion of the Outstanding Principal Balance allocable to each Note), to that portion of the Outstanding Principal Balance allocable to Note A-1, that portion of the Outstanding Principal Balance allocable to Note A-2 and that portion of the Outstanding Principal Balance allocable to Note A-3.

Voluntary Prepayments. From and Prior to the Lockout Release Date, the Outstanding Principal Balance may not be prepaid in whole or in part. On any Payment Date occurring on or after the date hereofLockout Release Date, so long as no Event of Default has occurred and is continuing, Borrowers Borrower may, at their its option and upon at least ten thirty (1030) days prior written notice to Lender (or such shorter period as may be permitted by Lender), prepay the Debt in whole or but not in partpart (except pursuant to Section 2.4.2 hereof); provided, but in no event shall any partial prepayment be less than $5,000,000.00; provided however, that any such prepayment is accompanied by (a) if such prepayment occurs on a date other than a Payment Date, all interest which would have accrued on the amount of the Loan to be paid through, but not including, through and including the next succeeding ninth (9th) last day of a calendar monththe Interest Accrual Period related to the Payment Date next occurring following the date of such prepayment, or, if such prepayment occurs on a Payment Date, through and including the last day of the Interest Accrual Period immediately prior related to the applicable such Payment Date; (b) if such prepayment occurs prior to the Spread Maintenance Release Date, the Spread Maintenance Premium due with respect to the amount prepaidPrepayment Premium, if anyapplicable; and (c) all other sums due and payable under this Agreement, the Note, the Mortgage and the other Loan Documents, including, but not limited to, the Breakage Costs, if any, the applicable Prepayment Feeand, if anyan Event of Default has occurred, any late fees and default interest required to be paid by Borrower hereunder as a result thereof and all of Lender’s costs and expenses (including including, without limitation, reasonable attorney’s fees and disbursements) incurred by Lender in connection with such prepayment. No Spread Maintenance Premium or, subject Notwithstanding anything to the proviso at the end of contrary set forth in this sentenceAgreement, any other no prepayment premium or fee shall be permitted from and including the day following any Payment Date through and including the next Determination Date succeeding such day. If the Prepayment Premium is due to Lender, Lender shall not be obligated to accept any prepayment unless it is accompanied by the Prepayment Premium due in connection with any prepayment of the Loan (i) made after the Spread Maintenance Release Date, or (ii) made from 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; provided, however, that the applicable Prepayment Fee shall be due in connection with any prepayment of the Loan made from the proceeds of any Minimum Mandatory Prepayment (or any partial payment on account thereof), Release Parcel Release Price, Adjacent Parcel Release Price and/or IP Release Price if any such prepayment shall occur prior to the Prepayment Fee Release Datetherewith. If a notice of prepayment is given by Borrowers to Lender pursuant to this Section 2.4.1, the amount designated for prepayment and all other sums required under this Section 2.4 shall be due and payable on the proposed prepayment date; provided, however, Borrowers Borrower shall have the right to postpone revoke or revoke such rescind in writing any notice of prepayment upon written any time on or before the prepayment date set forth in Borrower’s notice of prepayment provided that Borrower pays to Lender not less than two concurrently with each such revocation or rescission the sum of (2i) Business Days prior to the date such prepayment is due so long as Borrowers pay Lender and/or Servicer all actual out-of-pocket third party costs and expenses incurred by Lender and/or Servicer in connection with or as a result of such postponement revocation or revocationrescission, plus (ii) a fee in the amount of $25,000.00.

Voluntary Prepayments. From and after (a) Except as otherwise provided herein, Borrower shall not have the date hereof, so long as right to prepay the Loan in whole or in part. Provided no Event of Default has occurred and is be continuing, Borrowers prior to the Open Prepayment Date, Borrower may, at their option and upon at least not less than ten (10) days Business Days’ prior written notice to Lender Administrative Agent (or such shorter period of time as may be permitted by LenderAdministrative Agent in its sole discretion), prepay the Debt in whole (but not in part except as otherwise contemplated pursuant to the terms hereof, including, without limitation any tender of any Optional Cash Trap Prepayment Amount or in partOptional Extension Prepayment Amount or a prepayment pursuant to Section 7.1 hereof) on any date with the payment of the Spread Maintenance Premium (plus Short Interest and Breakage Costs). Provided no Event of Default has occurred and be continuing, but in no event shall any partial prepayment be from and after the Open Prepayment Date, Borrower may, upon not less than $5,000,000.00ten (10) Business Days’ prior written notice to Administrative Agent (or such shorter period of time as may be permitted by Administrative Agent in its sole discretion), prepay the Debt in whole (but not in part except as otherwise contemplated pursuant to the terms hereof, including, without limitation any tender of any Optional Cash Trap Prepayment Amount or Optional Extension Prepayment Amount or a prepayment pursuant to Section 7.1 hereof) on any date without payment of the Spread Maintenance Premium or any other fee or premium (other than Short Interest and Breakage Costs, if any); provided that Borrower may revoke such notice of prepayment at any time prior to the prepayment is accompanied date set forth in such notice (subject to payment of any Breakage Costs and any out-of-pocket costs or expenses actually incurred by (a) if Administrative Agent or Lenders in connection with such revocation). Any prepayment occurs received by Administrative Agent on a date other than a Monthly Payment Date, all Date shall include interest which would have accrued thereon to the next Monthly Payment Date (“Short Interest”) and such amounts (i.e., principal and interest prepaid by Borrower) shall be applied to the Loan on the amount of next Monthly Payment Date. Except as otherwise contemplated pursuant to the Loan to be paid through, but not includingterms hereof, the next succeeding ninth (9th) day of a calendar month, or, if such prepayment occurs on a Payment Date, through and including the last day of the Interest Period immediately prior to the applicable Payment Date; (b) if such prepayment occurs prior to the Spread Maintenance Release Date, the Spread Maintenance Premium due with respect to the amount prepaid, if any; and (c) all other sums due and payable under this Agreement, the Note, Senior Loan and the other Building Loan Documents, including, but not limited to, the Breakage Costs, if any, the applicable Prepayment Fee, if any, and all of Lender’s costs and expenses (including reasonable attorney’s fees and disbursements) incurred by Lender must be simultaneously repaid in connection with such prepayment. No Spread Maintenance Premium or, subject to the proviso at the end of this sentence, any other prepayment premium or fee shall be due in connection full with any prepayment of the Loan (i) made after the Spread Maintenance Release Date, or (ii) made from 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; provided, however, that the applicable Prepayment Fee shall be due in connection with any voluntary prepayment of the Loan made from the proceeds of any Minimum Mandatory Prepayment (or any partial payment on account thereof), Release Parcel Release Price, Adjacent Parcel Release Price and/or IP Release Price if any such prepayment shall occur prior pursuant to the Prepayment Fee Release Date. If a notice of prepayment is given by Borrowers to Lender pursuant to this Section 2.4.1, the amount designated for prepayment and all other sums required under this Section 2.4 shall be due and payable on the proposed prepayment date; provided, however, Borrowers shall have the right to postpone or revoke such prepayment upon written notice to Lender not less than two (2) Business Days prior to the date such prepayment is due so long as Borrowers pay Lender and/or Servicer all actual out-of-pocket third party costs and expenses incurred by Lender and/or Servicer in connection with such postponement or revocationforegoing.

Voluntary Prepayments. From The outstanding principal amount of the Loan may be prepaid in whole or in part only as expressly provided herein, and may not otherwise be prepaid. On any date occurring after the date hereofClosing Date, so long as upon not less than ten (10) Business Days' prior notice to Lender, Borrower may prepay the Loan (a) in whole or (b) in part, solely with respect to this clause (b), pursuant to (i) a Permitted Release in accordance with Section 2.6 hereof (but only to the extent that such prepayment (together with all prior prepayments made pursuant to Permitted Releases, Affected Property Releases and Limited Cure Releases) does not exceed the Permitted Release Threshold), (ii) pursuant to a Limited Cure Release in accordance with Section 8.1(c) hereof or (iii) pursuant to an Affected Property Release in accordance with Section 6.4(d) of the Mortgage Loan Agreement; provided that (A) no Event of Default has occurred and shall be continuing (other than the Event of Default which is continuingto be cured pursuant to a Limited Cure Release); provided, Borrowers mayhowever, at their option and upon at least ten (10) days prior written notice to Lender (or such shorter period as may be permitted by Lender), prepay the Debt that solely in connection with a prepayment in whole or in partof the Loan, but in no event the absence of an Event of Default shall any partial not be a precondition thereto so long as such prepayment be less than $5,000,000.00; provided that complies with all other applicable provisions hereof and (B) any prepayment is accompanied by in whole pursuant to clause (a) if such hereof or any prepayment pursuant to clause (b) hereof pursuant to a Permitted Release or a Limited Cure Release which occurs prior to the Payment Date occurring in January, 2009 (the "Lockout Release Date") shall include the Spread Maintenance Premium. If a prepayment under this Section 2.4.1(a) is made (I) on a date Payment Date, then Borrower shall pay to Lender, simultaneously with such prepayment, all interest on the principal balance of the Loan then being prepaid accrued through the end of the Interest Period ending immediately prior to such Payment Date or (II) on a day other than a Payment Date, then Borrower shall pay to Lender, simultaneously with such prepayment, all interest on the principal balance of the Loan then being prepaid which would have accrued on through the amount of the Loan to be paid through, but not including, the next succeeding ninth (9th) day of a calendar month, or, if such prepayment occurs on a Payment Date, through and including the last day end of the Interest Period immediately prior to then in effect, notwithstanding that such Interest Period extends beyond the applicable Payment Date; (b) if such prepayment occurs prior to the Spread Maintenance Release Date, the Spread Maintenance Premium due with respect to the amount prepaid, if any; and (c) all other sums due and payable under this Agreement, the Note, and the other Loan Documents, including, but not limited to, the Breakage Costs, if any, the applicable Prepayment Fee, if any, and all date of Lender’s costs and expenses (including reasonable attorney’s fees and disbursements) incurred by Lender in connection with such prepayment. No Spread Maintenance Premium orAdditionally, subject to the proviso at the end of this sentence, any other prepayment premium or fee shall be due in connection with any voluntary prepayment of the Loan (i) made after the Spread Maintenance Release Date, or (ii) made from 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; provided, however, that the applicable Prepayment Fee shall be due in connection with any prepayment of the Loan made from the proceeds of any Minimum Mandatory Prepayment (or any partial payment on account thereof), Release Parcel Release Price, Adjacent Parcel Release Price and/or IP Release Price if any such prepayment shall occur prior to the Prepayment Fee Release Date. If a notice of prepayment is given by Borrowers to Lender pursuant to this Section 2.4.1, the amount designated for prepayment Mortgage Loan and all other sums required under this Section 2.4 each Other Mezzanine Loan shall be due simultaneously prepaid ratably, or if such prepayment is in connection with the release of a Release Property in accordance with Section 2.6 hereof, in an amount equal to the Mortgage Release Amount and payable on the proposed Other Mezzanine Release Amount applicable to such Release Property. Borrower acknowledges and agrees that in connection with any prepayment date; providedunder the Mortgage Loan or any Other Mezzanine Loan, however, Borrowers the Loan shall be simultaneously prepaid as provided in the Mortgage Loan Agreement or the applicable Other Mezzanine Loan Agreement. Borrower shall have the right to postpone or revoke such prepayment upon written right, by notice to Lender Lender, to revoke any notice of prepayment given pursuant to this Section 2.4.1, provided that (i) such notice is given not less later than two the date that is one (21) Business Days Day prior to the date such originally designated as the date of prepayment is due so long as Borrowers and (ii) Borrower shall within ten (10) Business Days after demand pay to Lender and/or Servicer all actual out-of-pocket third party reasonable costs and expenses incurred by Lender and/or Servicer in connection with such postponement or revocationthe proposed prepayment and/or the revocation thereof, including, without limitation, reasonable attorneys' fees and disbursements.

Voluntary Prepayments. From and after Except as set forth in this Section 2.4, Borrower shall not have the date hereofright to prepay all or any portion of the Debt. After the Lockout Period, so long as Borrower may prepay the Debt in whole, but not in part, on any Payment Date, provided the following conditions are satisfied: (a) no Event of Default has occurred and shall be occurring on either the date the required prepayment notice is continuing, Borrowers may, at their option and upon at least ten received by Lender or the Prepayment Date; (10b) days prior Borrower shall give a revocable written notice to Lender specifying the date on which a prepayment is to be made (the date of any prepayment hereunder, whether pursuant to such notice or not, and whether voluntary or involuntary, being herein referred to as the “Prepayment Date”) not more than sixty (60) days and not less than thirty (30) days prior to the Prepayment Date; and (c) the applicable Prepayment Consideration, if any, is paid by Borrower to Lender with such shorter period as may be permitted by Lender), prepay prepayment of the entire Debt in whole or in partfull. Additionally, but in no event shall any partial prepayment be less than $5,000,000.00; provided that any prepayment is accompanied by (a) if such prepayment occurs not actually received by Lender before 2:00 p.m., central time, on a date other than a Payment Date, all the fifth (5th) day of the month must also include the interest which would have accrued on the amount of the Loan to be paid through, but not including, the next succeeding ninth (9th) day of a calendar month, or, if such prepayment occurs on a Payment Date, through and including during the last day of entire Interest Accrual Period in which the Interest Period immediately prior to the applicable Payment Date; prepayment is made. BORROWER HEREBY AGREES THAT IN THE EVENT BORROWER DELIVERS A PREPAYMENT NOTICE AND FAILS TO PREPAY THE LOAN IN ACCORDANCE WITH THE PREPAYMENT NOTICE AND THE TERMS OF THIS SECTION 2.4.1 (b) if such prepayment occurs prior to the Spread Maintenance Release Date, the Spread Maintenance Premium due with respect to the amount prepaid, if any; and (c) all other sums due and payable under this Agreement, the Note, and the other Loan Documents, including, but not limited to, the Breakage Costs, if any, the applicable Prepayment Fee, if any, and all of Lender’s costs and expenses (including reasonable attorney’s fees and disbursements) incurred by Lender in connection with such prepayment. No Spread Maintenance Premium or, subject to the proviso at the end of this sentence, any other prepayment premium or fee shall be due in connection with any prepayment of the Loan (i) made after the Spread Maintenance Release Date, or (ii) made from the proceeds of any Minimum Mandatory Prepayment (or any partial payment on account thereofA “PREPAYMENT FAILURE”), NonBORROWER SHALL INDEMNIFY LENDER FROM AND AGAINST, AND SHALL BE RESPONSIBLE FOR, ALL LOSSES (INCLUDING ANY BREAKAGE COSTS) INCURRED BY LENDER WITH RESPECT TO ANY SUCH PREPAYMENT FAILURE, PROVIDED THAT SUCH INDEMNITY SHALL NOT BE AVAILABLE TO THE EXTENT THAT SUCH LOSSES ARE DETERMINED BY A COURT OF COMPETENT JURISDICTION BY FINAL AND NON-Qualified Mandatory PrepaymentAPPEALABLE JUDGMENT TO HAVE RESULTED FROM THE GROSS NEGLIGENCE, Additional Non-Qualified Mandatory PrepaymentILLEGAL ACTS, Release Parcel Release Price, Adjacent Parcel Release Price and/or IP Release Price; provided, however, that the applicable Prepayment Fee shall be due in connection with any prepayment of the Loan made from the proceeds of any Minimum Mandatory Prepayment (or any partial payment on account thereof), Release Parcel Release Price, Adjacent Parcel Release Price and/or IP Release Price if any such prepayment shall occur prior to the Prepayment Fee Release Date. If a notice of prepayment is given by Borrowers to Lender pursuant to this Section 2.4.1, the amount designated for prepayment and all other sums required under this Section 2.4 shall be due and payable on the proposed prepayment date; provided, however, Borrowers shall have the right to postpone or revoke such prepayment upon written notice to Lender not less than two (2) Business Days prior to the date such prepayment is due so long as Borrowers pay Lender and/or Servicer all actual out-of-pocket third party costs and expenses incurred by Lender and/or Servicer in connection with such postponement or revocationBAD FAITH OR WILLFUL MISCONDUCT OF LENDER.

Voluntary Prepayments. From (a) Borrower may prepay the Loan in whole or in part at any time and after the date hereoffrom time to time provided, so long as that (i) no Event of Default has occurred and is continuing, Borrowers may, at their option and upon at least continuing as of the date of the applicable prepayment; (ii) Borrower gives Lender not less than ten (10) days days’ prior written notice of the amount of the Loan that Borrower intends to Lender prepay and the intended date of prepayment which notice shall be revocable or subject to modification (or such shorter period as may be permitted including extension of the intended prepayment date) by LenderBorrower at any time (the “Prepayment Notice”), prepay the Debt in whole or in part, but in no event shall any partial prepayment be less than $5,000,000.00; provided that (iii) if any prepayment is accompanied made during the period commencing on the first calendar day immediately following a Payment Date to, but not including, the Determination Date in such calendar month, Borrower shall pay to Lender the Interest Shortfall amount, if any, estimated by Lender to be due in connection with such prepayment, provided, that once the Interest Rate for the next occurring Interest Period can be determined, Lender shall calculate the actual amount of interest required to be paid by Borrower for such prepayment and (ax) if the Interest Shortfall paid to Lender is in excess of the amount required to be paid pursuant to this Section 2.4.1(a), Lender shall promptly return to Borrower such prepayment occurs on a date other excess amount and (y) if the Interest Shortfall is less than a Payment Datethe amount required to be paid pursuant to this Section 2.4.1(a), Borrower shall pay to Lender within three (3) Business Days of notice from Lender, the amount of such deficiency; and (iv) Borrower pays Lender, in addition to the outstanding principal amount of the Loan to be prepaid, (A) all interest which would have accrued on the amount of the Loan to be paid through, but not includingthrough and including (x) if such prepayment occurs prior to a Securitization, the next succeeding ninth date on which such prepayment is made or (9thy) if such prepayment occurs following a Securitization, the last day of a calendar month, the Interest Period related to the Payment Date next occurring following the date of such prepayment or, if such prepayment occurs on a Payment Date, interest which would have accrued on the prepayment amount through and including the last day of the Interest Period immediately prior related to such Payment Date (all such interest payable under this clause (y), the applicable Payment Date“Additional Interest”); (b) if such prepayment occurs prior to the Spread Maintenance Release Date, the Spread Maintenance Premium due with respect to the amount prepaid, if any; and (cB) all other sums then due and payable under this Agreement, the Note, and the other Loan Documents, including, but not limited toto the actual Breakage Costs (if any and provided that if such prepayment includes the payment of Additional Interest, the no Breakage Costs, if any, the applicable Prepayment Fee, if any, Costs shall be payable to Lender) and all of Lender’s reasonable, actual out-of-pocket costs and expenses (including reasonable attorney’s fees and disbursements) incurred by Lender in connection with such prepayment. No Spread Maintenance Premium or, subject to the proviso at the end of this sentence, any other prepayment premium or fee shall be due in connection with any prepayment of the Loan (i) made after the Spread Maintenance Release Date, or (ii) made from the proceeds of and 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; provided, however, that the applicable Prepayment Fee shall be due in connection with any prepayment of the Loan made from the proceeds of any Minimum Mandatory Prepayment (or any partial payment on account thereof), Release Parcel Release Price, Adjacent Parcel Release Price and/or IP Release Price if any such prepayment shall occur prior to the Prepayment Fee Release Date. If a notice of prepayment is given by Borrowers to Lender pursuant to this Section 2.4.1, the amount designated for prepayment and all other sums required under this Section 2.4 shall be due and payable on the proposed prepayment date; provided, however, Borrowers shall have the right to postpone or revoke such prepayment upon written notice to Lender not less than two (2) Business Days prior to the date such prepayment is due so long as Borrowers pay Lender and/or Servicer all actual out-of-pocket third party costs and expenses incurred by Lender and/or Servicer in connection with a rescinded or extended Prepayment Notice; and (C) if such postponement or revocationprepayment is made prior to the Spread Maintenance End Date and exceeds the Free Prepayment Amount, the Spread Maintenance Payment on the amount in excess of the Free Prepayment Amount.

Voluntary Prepayments. From Except as set forth in this Section 2.4 and after the date Section 6.8 hereof, so long as Borrower shall not have the right to prepay all or any portion of the Debt. After the Lockout Period, Borrower may prepay the Debt in whole, but not in part, on any Payment Date, provided the following conditions are satisfied: (a) no Event of Default has occurred and shall be occurring on either the date the required prepayment notice is continuing, Borrowers may, at their option and upon at least ten received by Lender or the Prepayment Date; (10b) days prior Borrower shall give a revocable written notice to Lender specifying the date on which a prepayment is to be made (the date of any prepayment hereunder, whether pursuant to such notice or not, and whether voluntary or involuntary, being herein referred to as the “Prepayment Date”) not more than sixty (60) days and not less than thirty (30) days prior to the Prepayment Date; and (c) the applicable Prepayment Consideration, if any, is paid by Borrower to Lender with such shorter period as may be permitted by Lender), prepay prepayment of the entire Debt in whole or in partfull. Additionally, but in no event shall any partial prepayment be less than $5,000,000.00; provided that any prepayment is accompanied by (a) if such prepayment occurs not actually received by Lender before 2:00 p.m., central time, on a date other than a Payment Date, all the fifth (5th) day of the month must also include the interest which would have accrued on the amount of the Loan to be paid through, but not including, the next succeeding ninth (9th) day of a calendar month, or, if such prepayment occurs on a Payment Date, through and including during the last day of entire Interest Accrual Period in which the Interest Period immediately prior to the applicable Payment Date; prepayment is made. BORROWER HEREBY AGREES THAT IN THE EVENT BORROWER DELIVERS A PREPAYMENT NOTICE AND FAILS TO PREPAY THE LOAN IN ACCORDANCE WITH THE PREPAYMENT NOTICE AND THE TERMS OF THIS SECTION 2.4.1 (b) if such prepayment occurs prior to the Spread Maintenance Release Date, the Spread Maintenance Premium due with respect to the amount prepaid, if any; and (c) all other sums due and payable under this Agreement, the Note, and the other Loan Documents, including, but not limited to, the Breakage Costs, if any, the applicable Prepayment Fee, if any, and all of Lender’s costs and expenses (including reasonable attorney’s fees and disbursements) incurred by Lender in connection with such prepayment. No Spread Maintenance Premium or, subject to the proviso at the end of this sentence, any other prepayment premium or fee shall be due in connection with any prepayment of the Loan (i) made after the Spread Maintenance Release Date, or (ii) made from the proceeds of any Minimum Mandatory Prepayment (or any partial payment on account thereofA “PREPAYMENT FAILURE”), NonBORROWER SHALL INDEMNIFY LENDER FROM AND AGAINST, AND SHALL BE RESPONSIBLE FOR, ALL LOSSES (INCLUDING ANY BREAKAGE COSTS) INCURRED BY LENDER WITH RESPECT TO ANY SUCH PREPAYMENT FAILURE, PROVIDED THAT SUCH INDEMNITY SHALL ATLANTA 5579734.9 NOT BE AVAILABLE TO THE EXTENT THAT SUCH LOSSES ARE DETERMINED BY A COURT OF COMPETENT JURISDICTION BY FINAL AND NON-Qualified Mandatory PrepaymentAPPEALABLE JUDGMENT TO HAVE RESULTED FROM THE GROSS NEGLIGENCE, Additional Non-Qualified Mandatory PrepaymentILLEGAL ACTS, Release Parcel Release Price, Adjacent Parcel Release Price and/or IP Release Price; provided, however, that the applicable Prepayment Fee shall be due in connection with any prepayment of the Loan made from the proceeds of any Minimum Mandatory Prepayment (or any partial payment on account thereof), Release Parcel Release Price, Adjacent Parcel Release Price and/or IP Release Price if any such prepayment shall occur prior to the Prepayment Fee Release Date. If a notice of prepayment is given by Borrowers to Lender pursuant to this Section 2.4.1, the amount designated for prepayment and all other sums required under this Section 2.4 shall be due and payable on the proposed prepayment date; provided, however, Borrowers shall have the right to postpone or revoke such prepayment upon written notice to Lender not less than two (2) Business Days prior to the date such prepayment is due so long as Borrowers pay Lender and/or Servicer all actual out-of-pocket third party costs and expenses incurred by Lender and/or Servicer in connection with such postponement or revocationBAD FAITH OR WILLFUL MISCONDUCT OF LENDER.

Voluntary Prepayments. From and after The Debtor may prepay the date hereofCredit Facility, so long either totally or partially, hereinafter referred to as no Event of Default has occurred and is continuing, Borrowers may, at their option and upon at least ten (10) days the “Voluntary Prepayments” provided the following conditions are met: /a/ Debtor shall give prior written notice thereof to Lender (the Agent Bank, with a copy to the Creditor, of its intention to make a Voluntary Prepayment at least 10 Banking Business Days in advance to the date suggested to make such payment, by indicating the amount to be paid, as set forth in this Section; /b/ Each total or such shorter period as may partial payment shall be permitted by Lender), prepay made on an Interest Payment Date. Should the Debt in whole or in part, but in no event shall any partial prepayment be less than $5,000,000.00; provided that any prepayment is accompanied by (a) if such prepayment occurs Debtor wish to make a Voluntary Prepayment on a date other than a an Interest Payment Date, all Debtor shall additionally pay the Creditor the Prepayment Break Cost; /c/ each total or partial payment shall be made to the Creditor in immediately available funds; /d/ Debtor shall pay Creditor the total interest which would have accrued on the amount Credit Facility until the date of the Loan to be paid throughrelevant prepayment on the prepaid principal; /e/ the prepayment consists of minimum amounts of US$10,000,000, but not including, except in the next succeeding ninth (9th) day of a calendar month, or, if such prepayment occurs on a Payment Date, through and including the last day event of the Interest Period immediately prior to the applicable Payment Date; (b) if such prepayment occurs prior to the Spread Maintenance Release Date, the Spread Maintenance Premium due with respect to the amount prepaid, if any; and (c) all other sums due and payable under this Agreement, the Note, and the other Loan Documents, including, but not limited to, the Breakage Costs, if any, the applicable Prepayment Fee, if any, and all of Lender’s costs and expenses (including reasonable attorney’s fees and disbursements) incurred by Lender in connection with such prepayment. No Spread Maintenance Premium or, subject to the proviso at the end of this sentence, any other prepayment premium or fee shall be due in connection with any prepayment of the Loan (i) total Credit Facility; /f/ any Voluntary Prepayments made after the Spread Maintenance Release Date, or (ii) made from 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; provided, however, that the applicable Prepayment Fee by Debtor shall be due allocated in connection with any prepayment the order set forth in paragraph /Eight.Two/ of Section Eight; /g/ All Voluntary Prepayments that fail to meet the Loan made from the proceeds of any Minimum Mandatory Prepayment (or any partial payment on account thereof), Release Parcel Release Price, Adjacent Parcel Release Price and/or IP Release Price if any such prepayment shall occur prior to the Prepayment Fee Release Date. If a notice of prepayment is given by Borrowers to Lender pursuant to this Section 2.4.1, the amount designated for prepayment and all other sums required under this Section 2.4 conditions stated above shall be due and payable on rejected by the proposed prepayment date; provided, however, Borrowers shall have the right to postpone or revoke such prepayment upon written notice to Lender not less than two (2) Business Days prior to the date such prepayment is due so long as Borrowers pay Lender and/or Servicer all actual out-of-pocket third party costs and expenses incurred by Lender and/or Servicer in connection with such postponement or revocationCreditor. /Six.Two/

Voluntary Prepayments. From and after Except as otherwise provided herein, Borrower shall not have the date hereofright to prepay the Loan in whole or in part. Borrower may, so long as at its option, prepay the Debt in whole (but not in part), provided the following conditions are satisfied: (a) no Event of Default has occurred and is continuing, Borrowers may, at their option and upon at least ten ; (10b) Borrower provides Lender with not less than fifteen (15) days prior written notice to Lender of the date of such prepayment (or such shorter period of time as may be permitted by LenderLender in its sole discretion), prepay the Debt in whole or in part, but in no event shall any partial prepayment be less than $5,000,000.00; provided that any (c) such prepayment is accompanied by made on a Monthly Payment Date; (ad) if such prepayment occurs is made prior to the Monthly Payment Date in November 2010, Borrower shall also pay to Lender the Yield Maintenance Premium; provided, however, if such prepayment is made on or after the Monthly Payment Date in November 2010, no Yield Maintenance Premium shall be payable by Borrower to Lender; and (e) if any prepayment is received by Lender on a date other than a Monthly Payment Date, all such prepayment shall include interest which would have accrued thereon to the next Monthly Payment Date and such amounts (i.e., principal and interest prepaid by Borrower) shall be held by Lender as collateral security for the Loan in an interest bearing account at an Eligible Institution, with interest accruing on such amounts to the benefit of Borrower, and such amounts prepaid shall be applied to the Loan on the amount of the Loan to be paid through, but not including, the next succeeding ninth (9th) day of a calendar month, or, if such prepayment occurs on a Monthly Payment Date, through and including the last day of the Interest Period immediately prior to the applicable Payment Date; (b) if such prepayment occurs prior to the Spread Maintenance Release Date, the Spread Maintenance Premium due with respect to the amount prepaid, if any; and (c) all other sums due and payable under this Agreement, the Note, and the other Loan Documents, including, but not limited to, the Breakage Costs, if any, the applicable Prepayment Fee, if any, and all of Lender’s costs and expenses (including reasonable attorney’s fees and disbursements) incurred by Lender in connection with such prepayment. No Spread Maintenance Premium or, subject to the proviso at the end of this sentence, any other prepayment premium or fee shall be due in connection with any prepayment interest on such funds paid to Borrower on such date provided no Event of the Loan (i) made after the Spread Maintenance Release Date, or (ii) made from 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; provided, however, that the applicable Prepayment Fee shall be due in connection with any prepayment of the Loan made from the proceeds of any Minimum Mandatory Prepayment (or any partial payment on account thereof), Release Parcel Release Price, Adjacent Parcel Release Price and/or IP Release Price if any such prepayment shall occur prior to the Prepayment Fee Release Date. If a notice of prepayment is given by Borrowers to Lender pursuant to this Section 2.4.1, the amount designated for prepayment and all other sums required under this Section 2.4 shall be due and payable on the proposed prepayment date; provided, however, Borrowers shall have the right to postpone or revoke such prepayment upon written notice to Lender not less than two (2) Business Days prior to the date such prepayment is due so long as Borrowers pay Lender and/or Servicer all actual out-of-pocket third party costs and expenses incurred by Lender and/or Servicer in connection with such postponement or revocationDefault then exists.

Voluntary Prepayments. From and Other than in connection with a 421-a Prepayment, prior to the Permitted Prepayment Period Commencement Date, the outstanding principal amount of the Loan may not be prepaid in whole or in part. On the last day of any Interest Accrual Period occurring on or after the date hereofPermitted Prepayment Period Commencement Date, so long as provided no Event of Default has occurred and is continuing, Borrowers Borrower may, at their its option and upon at least ten (10) days prior written notice to Lender (or such shorter period as may be permitted by Lender)set forth herein, prepay the Debt in whole or in part. Notwithstanding the foregoing, but Borrower may not partially prepay the Loan more than one (1) time in no event any calendar year and Borrower shall obtain Lender’s consent for any additional partial prepayment of the Loan in any calendar year, which consent shall be less than $5,000,000.00; provided that given in Lender’s sole and absolute discretion. Lender shall not be obligated to accept any prepayment during the Permitted Prepayment Period unless it is accompanied by (a) if the Spread Maintenance Premium due in connection therewith. Any partial prepayment shall be applied to the Loan in such order and priority as may be determined by Lender in its sole discretion. Any prepayment occurs received by Lender on a date other than a Payment Date, all the last day of any Interest Accrual Period shall include interest which would have accrued on the amount from such date of the Loan to be paid through, but not including, the next succeeding ninth (9th) day of a calendar month, or, if such prepayment occurs on a Payment Date, through and including the last day of the Interest Accrual Period immediately prior to the applicable Payment Date; (b) if during which such prepayment occurs prior to the Spread Maintenance Release Dateis being made (such amounts, the Spread Maintenance Premium due with respect to “Interest Shortfall”). Additionally, Borrower shall pay the amount prepaid, if any; and (c) all other sums due and payable under this Agreement, the Note, and the other Loan Documents, including, but not limited to, the Breakage Costs, if any, the applicable Prepayment Exit Fee, if any, any Additional Interest and all any Breakage Costs (provided that the same are not duplicative of Lender’s costs and expenses (including reasonable attorney’s fees and disbursements) incurred by Lender any Interest Shortfall paid in connection with such prepayment. No Spread Maintenance Premium or, subject to the proviso at the end of this sentence, any other prepayment premium or fee shall be due ) in connection with any prepayment of the Loan Loan. As a condition to any voluntary prepayment, Borrower shall give Lender written notice (ia “Prepayment Notice”) made after the Spread Maintenance Release Dateof its intent to prepay, or which notice must be given at least sixty (ii60) made from the proceeds of any Minimum Mandatory Prepayment and not more than ninety (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; provided, however, that the applicable Prepayment Fee shall be due in connection with any prepayment of the Loan made from the proceeds of any Minimum Mandatory Prepayment (or any partial payment on account thereof), Release Parcel Release Price, Adjacent Parcel Release Price and/or IP Release Price if any such prepayment shall occur 90) days prior to the Prepayment Fee Release Date. If a notice of Business Day upon which prepayment is given by Borrowers to Lender pursuant to this Section 2.4.1, be made and must specify the amount designated for prepayment and all other sums required under this Section 2.4 shall be due and payable Business Day on the proposed prepayment date; provided, however, Borrowers shall have the right to postpone or revoke such prepayment upon written notice to Lender not less than two (2) Business Days prior to the date which such prepayment is due so long as Borrowers pay to be made. Borrower hereby agrees that, in the event Borrower delivers a Prepayment Notice and fails to prepay the Loan in accordance with the Prepayment Notice and the terms of this Section 2.7 (a “Prepayment Failure”), Borrower shall indemnify Lender and/or Servicer from and against, and shall be responsible for, all actual out-of-pocket third party costs and expenses Losses (including any consequential damages) incurred by Lender and/or Servicer in connection with respect to any such postponement or revocationPrepayment Failure.

Voluntary Prepayments. From and after the date hereof, so long as no Event of Default has occurred and is continuing, Borrowers may, at their option and upon at least ten (10) days prior written notice to Lender (or such shorter period as may be permitted by Lender), prepay the Debt in whole or in part, but in no event shall any partial prepayment be less than $5,000,000.001,000,000.00; provided that any prepayment is accompanied by (a) if such prepayment occurs on a date other than a Payment Date, all interest (including, without limitation, all Accrued Interest and any interest due in connection therewith) which would have accrued on the amount of the Loan to be paid through, but not including, the next succeeding ninth first (9th1st) day of a calendar month, or, if such prepayment occurs on a Payment Date, through and including the last day of the Interest Period that commenced immediately prior to the applicable Payment Date; (b) if such prepayment occurs prior to the Spread Maintenance Release Date, the Spread Maintenance Premium due with respect to the amount prepaidExit Fee (on all amounts other than amounts representing Accrued Interest, if any, being so prepaid or repaid); and (c) all other sums due and payable under this Agreement, the Note, and the other Loan Documents, including, but not limited to, the Breakage Costs, if any, the applicable Prepayment Fee, if any, and all of Lender’s costs and expenses (including reasonable attorney’s fees and disbursements) incurred by Lender in connection with such prepayment. No Spread Maintenance Premium or, subject to the proviso at the end of this sentence, any other prepayment premium or fee shall be due in connection with any prepayment of the Loan (i) made after the Spread Maintenance Release Date, or (ii) made from 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; provided, however, that the applicable Prepayment Fee shall be due in connection with any prepayment of the Loan made from the proceeds of any Minimum Mandatory Prepayment (or any partial payment on account thereof), Release Parcel Release Price, Adjacent Parcel Release Price and/or IP Release Price if any such prepayment shall occur prior to the Prepayment Fee Release Date. If a notice of prepayment is given by Borrowers to Lender pursuant to this Section 2.4.1, the amount designated for prepayment and all other sums required under this Section 2.4 shall be due and payable on the proposed prepayment date; provided, however, Borrowers shall have the right to postpone or revoke such prepayment upon written notice to Lender not less than two (2) Business Days prior to the date such prepayment is due so long as Borrowers pay Lender and/or Servicer all actual out-of-pocket third party costs and expenses incurred by Lender and/or Servicer in connection with such postponement or revocation.

Voluntary Prepayments. From and after No Prepayment Prior to Third Anniversary --------------------------------------------- . Borrower may not, under any circumstance, prepay the Loan prior to the third anniversary of the Closing Date. Full Prepayment ---------------- . After the third anniversary of the Closing Date, Borrower may prepay the Loan in whole, but not in part. For any such prepayment, Borrower shall provide Lender written notice of such prepayment not later than 30 days prior to the date hereofof such prepayment, and such written notice must state that Borrower intends to prepay the Loan and must provide the date on which such prepayment will be made. If such notice is given Borrower shall, on the prepayment date set forth in such notice, prepay the full outstanding principal amount of the Loan (including any principal that was added to the Loan pursuant to Section ------- 2.3(a)), all accrued and unpaid interest on the Loan and all other Obligations --- then due and owing under this Agreement or any other Loan Document. Partial Prepayment ------------------- . After the third anniversary of the Closing Date, Borrower may with the approval of Lender (which approval may be withheld in the sole and absolute discretion of Lender) make a partial prepayment of the Loan; provided that such partial prepayments may not be requested more frequently than quarterly and may not be requested for a principal amount less than $4,000,000. For any such prepayment, Borrower shall provide Lender written notice of such prepayment not later than 30 days prior to the date of such prepayment, and such written notice must state that Borrower desires to prepay the Loan and must provide the date on which such prepayment will be made, if approved by Lender. If such notice is given and the Lender approves such prepayment, Borrower shall, on the prepayment date set forth in such notice, prepay the principal amount of the Loan approved by Lender and all accrued and unpaid interest on such principal amount. If Borrower makes such prepayment, each future payment required under Section 2.3(a) shall be reduced by a percentage equal to (i) the amount of such prepayment, divided by (ii) the then-outstanding principal amount of the Loan (including any principal that was added to the Loan pursuant to Section 2.3(a)). Yield Maintenance Premium --------------------------- . If, for any reason, the Loan is involuntarily prepaid prior to the third anniversary of the Closing Date (including, by reason of an acceleration following the occurrence of an Event of Default but excluding by reason of a Change of Control), Borrower shall, concurrently with such prepayment, pay to Lender an amount equal to the greater of (x) 1% and (y) the positive difference, if any, between (i) the net present value of the remaining payments of principal and interest (including the payment on the Maturity Date) discounted at the Reinvestment Rate expressed in monthly terms (not compounded), determined one Business Day prior to such prepayment, and (ii) the principal amount of the Loan, as at the date of such prepayment. Payments and Computations. --------------------------- Payments -------- . Borrower shall make each payment hereunder not later than 2:00 p.m. (Los Angeles, California time) on the day when due in Dollars to Lender at its address referred to in Section 7.3 in same day funds. ------------ Computations ------------ . All computations of interest shall be made by Lender on the basis of a year of 360 days, in each case for the actual number of days (including the first day but excluding the last day) occurring in the period for which such interest are payable. Payment on Business Day -------------------------- . Whenever any payment under this Agreement or the other Loan Documents shall be stated to be due on a day other than a Business Day, such payment shall be made on the next succeeding Business Day, and such extension of time shall in such case be included in the computation of payment of interest or fees, as the case may be. Right of First Offer to Finance ------------------------------------ . So long as any Obligation (other than an Unmatured Surviving Obligation) shall remain unpaid, if Borrower or any of its Subsidiaries desires to Finance any of its Health Care Facilities or other property (including to refinance any loan or other financing arrangement of Borrower or any of its Subsidiaries), including any financing done in the form of a sale/leaseback transaction (each such financing or refinancing, a "Financing Transaction"), then Lender shall --------------------- have a right of first offer to Finance such Health Care Facility or other property or to refinance such loan or other financing arrangement (such right, the "Right of First Offer"). The Right of First Offer shall be continuing and --------------------- shall not terminate until the date Lender exercises such right and Finances such Financing Transaction or elects not to provide a Lender Finance Proposal. The following provisions shall govern such rights and such Financing: Request to Provide Offer to Finance ---------------------------------------- . For so long as no Event the Right of Default First Offer has occurred and not expired, for every Financing Transaction which is continuing, Borrowers may, at their option and upon at least ten (10) days prior written notice proposed to Lender (or such shorter period as may be permitted by Lender), prepay the Debt Financed in whole or in partpart by a third-party, but in no event Borrower shall any partial prepayment be less than $5,000,000.00; provided that any prepayment deliver to Lender a written request for Lender to provide a written proposal to Finance a Financing Transaction. Such written request shall set forth the property(ies) and/or construction plans which is accompanied by (aare) if the subject of such prepayment occurs on a date other than a Payment Datewritten request, all interest which would have accrued on the amount requested to be Financed, the requested term of the Loan to be paid through, but not includingloan or lease, the next succeeding ninth (9th) day of a calendar monthcollateral available to secure the loan, or, if and such prepayment occurs on a Payment Date, through other information pertaining to the terms and including the last day conditions of the Interest Period immediately prior proposed Financing as Lender may reasonably request (each such written request to provide a written proposal containing the foregoing information, a "Request ------- to Provide Offer to Finance"). ------------------------------ Election to Finance --------------------- . Lender shall have 20 days from the date of receipt of the Request to Provide Offer to Finance (the "Review Period") to determine whether or not -------------- Lender will provide a written proposal to Finance. During the applicable Payment Date; (b) if Review Period, Borrower shall cooperate and shall cause the applicable Subsidiary to cooperate with Lender and shall use reasonable efforts to provide Lender with such prepayment occurs prior to the Spread Maintenance Release Date, the Spread Maintenance Premium due further information as Lender may reasonably require with respect to the applicable Request to Provide Offer to Finance. No Election ------------ . Lender shall be deemed to have declined to exercise the Right of First Offer with respect to a Request to Provide Offer to Finance if Lender fails to provide a written proposal to Finance (each such proposal, a "Lender Finance -------------- Proposal") within the applicable Review Period. Each Lender Finance Proposal ----- shall contain the material terms under which Lender proposes to provide the proposed Financing, including the amount prepaid, if any; and (c) all other sums due and payable under this Agreementto be Financed, the Noteterm of the loan or lease, and the other Loan Documents, including, but not limited toas applicable, the Breakage Costsinterest rate or lease rate, if anyas applicable, the applicable Prepayment Feeamounts and schedule of principal and interest payments or rental amounts, if anyas applicable, the terms of any prepayment or yield maintenance provisions, any loan recourse provisions, any "due on" provisions and all related transfer restrictions, the collateral to secure the loan, whether or not a guaranty of Lender’s costs the loan or lease is required, any cross-default or cross-collateralization provisions and expenses (including reasonable attorney’s any fees and disbursements) incurred by Lender other costs to be charged in connection with the proposed Financing. Borrower's Election to Finance --------------------------------- . With respect to each Request to Provide Offer to Finance, if Lender declines (or is deemed to have declined its right) to provide a Lender Finance Proposal, Borrower and/or the applicable Subsidiary may elect to Finance such prepayment. No Spread Maintenance Premium or, subject to the proviso at the end of this sentence, any other prepayment premium or fee shall be due in connection Finance Transaction with any prepayment of the Loan (i) made after the Spread Maintenance Release Date, or (ii) made from 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; third party provided, however, that Borrower or the -------- ------- applicable Subsidiary shall have closed escrow with respect to such Finance Transaction within 6 months after the expiration of the applicable Prepayment Fee Review Period. With respect to each Request to Provide Offer to Finance, if Lender provides a Finance Proposal then Borrower and/or the applicable Subsidiary may Finance such Finance Transaction with any third party only if (i) such Finance Transaction is consummated on financing terms and conditions less favorable to such third party than those set forth in such Lender Finance Proposal, and (ii) Borrower or the applicable Subsidiary shall have closed escrow with respect to such Finance Transaction within 6 months after the expiration of the applicable Review Period. If, within either such 6 month period, Borrower or the applicable Subsidiary fails to close such Finance Transaction in accordance with the terms set forth in this Section 2.6(d), then the Right of First Offer with -------------- respect to such Finance Transaction shall be due reinstated, and Lender shall have the review and financing rights for such Finance Transaction as set forth in connection this Section 2.6. ------------ Taxes. ----- Net Payments ------------- . Any and all payments by Borrower under this Agreement and the other Loan Documents shall be made free and clear of and without deduction for any and all present or future taxes, levies, imposts, deductions, charges or withholdings, and all liabilities with respect thereto, excluding, any prepayment of the Loan made taxes imposed on --------- Lender's net income (whether denominated as a franchise or capital stock or other tax) or net worth (all such non-excluded taxes, levies, imposts, deductions, charges, withholdings and liabilities being hereinafter referred to as "Taxes"). If Borrower shall be required by law to deduct any Taxes from the proceeds or ----- in respect of any Minimum Mandatory Prepayment (sum payable under this Agreement or any partial payment on account thereof)other Loan Document to Lender, Release Parcel Release Price, Adjacent Parcel Release Price and/or IP Release Price if any such prepayment (i) the sum payable shall occur prior be increased as may be necessary so that after making all required deductions (including deductions applicable to the Prepayment Fee Release Date. If a notice of prepayment is given by Borrowers to Lender pursuant to this Section 2.4.1, the amount designated for prepayment and all other additional sums required payable under this Section 2.4 2.7) Lender receives an amount equal to the sum ----------- it would have received had no such deductions been made; (ii) Borrower shall make such deductions; and (iii) Borrower shall pay the full amount deducted to the relevant taxation authority or other authority in accordance with applicable law. Payment of Other Taxes ------------------------- . In addition, Borrower agrees to pay any present or future stamp or documentary taxes or any other excise or property taxes, charges or similar levies which arise from any payment made under this Agreement or any other Loan Document or from the execution, delivery or registration of, or otherwise with respect to, this Agreement or any other Loan Documents, provided Borrower shall not be required to pay any tax based on Lender's net income (whether denominated as a franchise or capital stock or other tax) or net worth (all such non-excluded taxes or other items hereinafter referred to as "Other Taxes"). ----------- Indemnification --------------- . Borrower will indemnify Lender for the full amount of Taxes or Other Taxes (including any Taxes or Other Taxes imposed by any jurisdiction on amounts payable under this Section 2.7) paid by Lender and any liability (including ------------ penalties, interest and expenses) arising therefrom or with respect thereto, whether or not such Taxes or Other Taxes were correctly or legally asserted. This indemnification shall be due made within 5 days from the date Lender makes written demand therefor. Evidence of Payments ---------------------- . Within 30 days after the date of any payment of Taxes, Borrower will furnish to Lender, at its address referred to in Section 7.3, the original or a ----------- certified copy of a receipt evidencing payment thereof. Survival -------- . Without prejudice to the survival of any other agreement of Borrower hereunder, the agreements and payable obligations of Borrower contained in this Section ------- 2.7 shall survive the termination of this Agreement. --- Additional Cash Collateral ---------------------------- . If Lender receives any amounts pursuant to Sections 46.1(g), (h) or (i) of the Master Lease, Lender shall hold such amounts as additional collateral for the Loan in a cash collateral account reasonably satisfactory to Lender, and shall, on the proposed prepayment date; providedMaturity Date, however, Borrowers shall have credit any such amounts against any outstanding principal amount of the right to postpone or revoke such prepayment upon written notice to Lender not less than two (2) Business Days prior to the date such prepayment is due so long as Borrowers pay Lender and/or Servicer all actual out-of-pocket third party costs and expenses incurred by Lender and/or Servicer in connection with such postponement or revocationLoan.

Voluntary Prepayments. From Except as otherwise provided herein, Borrower shall not have the right to prepay the Loan in whole or in part. On and after the date hereofPermitted Prepayment Date, so long as provided no Event of Default has occurred and is continuing, Borrowers Borrower may, at their its option and upon at least ten thirty (1030) days days’ prior written notice to Lender (or such shorter period as may be permitted by Lender), prepay the Debt in whole or but not in part; provided, but in no event shall any partial prepayment be less than $5,000,000.00; provided that however, any prepayment is received by Lender prior to March 9, 2009 shall be accompanied by (ai) if such prepayment occurs on a date other than a Payment Datethe applicable Prepayment Fee, (ii) Breakage Costs and (iii) all interest which would have accrued on the amount of the Loan to be paid through, but not including, through and including the next succeeding ninth (9th) last day of a calendar monththe Interest Period related to the Monthly Payment Date next occurring following the date of such prepayment, or, if such prepayment occurs on a Monthly Payment Date, through and including the last day of the Interest Period immediately prior related to the applicable such Monthly Payment Date; (b) if such prepayment occurs prior to the Spread Maintenance Release Date, the Spread Maintenance Premium due with respect to the amount prepaid, if any; and (c) all other sums due and payable under this Agreement, the Note, and the other Loan Documents, including, but not limited to, the Breakage Costs, if any, the applicable Prepayment Fee, if any, and all of Lender’s costs and expenses (including reasonable attorney’s fees and disbursements) incurred by Lender in connection with such prepayment. No Spread Maintenance Premium or, subject to the proviso at the end of this sentence, any other prepayment premium or fee shall be due in connection with any prepayment of the Loan (i) made after the Spread Maintenance Release Date, or (ii) made from 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; provided, however, that the applicable Prepayment Fee shall be due in connection with any prepayment of the Loan made from the proceeds of any Minimum Mandatory Prepayment (or any partial payment on account thereof), Release Parcel Release Price, Adjacent Parcel Release Price and/or IP Release Price if any such prepayment shall occur prior to the Prepayment Fee Release Date. If a notice of prepayment is given by Borrowers Borrower to Lender pursuant to this Section 2.4.1, the amount designated for prepayment and all other sums required under this Section 2.4 shall be due and payable on the proposed prepayment date; provided. If for any reason Borrower prepays the Loan on a date other than a Monthly Payment Date, howeverBorrower shall pay Lender, Borrowers shall have the right to postpone or revoke such prepayment upon written notice to Lender not less than two (2) Business Days prior in addition to the Debt, all interest which would have accrued on the amount of the Loan to be paid through and including the last day of the Interest Period related to the Monthly Payment Date next occurring following the date of such prepayment. No prepayment is due so long as Borrowers pay Lender and/or Servicer all actual out-of-pocket third party costs and expenses incurred shall be permitted on any date during the period commencing on the first calendar day immediately following a Monthly Payment Date to, but not including, the Determination Date in such calendar month, unless consented to by Lender and/or Servicer in connection with such postponement or revocationits sole discretion.

Voluntary Prepayments. From Borrower shall have the right, at any time and after from time to time, to prepay the date hereof, so Loans without penalty or premium. So long as no Event of Default has occurred and is continuing, Borrowers mayany prepayment of a Converted Term Loan shall be applied, at their option first, in direct order to the next succeeding two installments of such Converted Term Loan and, then, in the inverse order of maturity. Borrower shall give Agent notice of any such prepayment with respect to Base Rate Loans and upon at least ten (10) days not less than 3 Eurodollar Business Days prior written notice of any such prepayment with respect to Lender (or LIBOR Rate Loans. In each case, such, which notice shall specify the date on which such shorter period as may be permitted by Lender), prepay the Debt in whole or in part, but in no event shall any partial prepayment be less than $5,000,000.00; provided that any prepayment is accompanied by to be made (a) if which shall be a Business Day or Eurodollar Business Day, as applicable). Each such prepayment occurs on a date other than a Payment Dateshall be in an aggregate minimum amount of $250,000, all and integral multiples of $50,000 in excess of such amount, in each case, and shall include interest which would have accrued on the amount of the Loan to be paid throughprepaid to, but not including, the next succeeding ninth date of payment in accordance with the terms hereof (9th) day of a calendar month, or, if in each case, such lesser amount constituting the amount of all Loans then outstanding). The foregoing to the contrary notwithstanding, (x) Borrower may not make a partial principal prepayment on a LIBOR Rate Loan; and (y) Borrower may prepay the full outstanding principal balance on a LIBOR Rate Loan prior to the end of the Interest Period, provided, that such prepayment occurs on is accompanied by a Payment Datefee ("LIBOR Prepayment Fee") equal to the amount, through and including if any, by which (i) the additional interest which would have been earned by the Lender Group had the LIBOR Rate Loan not been prepaid, at the LIBOR Rate that would have been applicable thereto, for the period from the date of such prepayment to the last day of the then current Interest Period immediately prior to the applicable Payment Date; (b) if such prepayment occurs prior to the Spread Maintenance Release Datetherefore, the Spread Maintenance Premium due with respect to the amount prepaid, if any; and (c) all other sums due and payable under this Agreement, the Note, and the other Loan Documents, including, but not limited to, the Breakage Costs, if any, the applicable Prepayment Fee, if any, and all of Lender’s costs and expenses (including reasonable attorney’s fees and disbursements) incurred by Lender in connection with such prepayment. No Spread Maintenance Premium or, subject to the proviso at the end of this sentence, any other prepayment premium or fee shall be due in connection with any prepayment of the Loan (i) made after the Spread Maintenance Release Date, or exceeds (ii) made from the proceeds interest which would have been recoverable by the Lender Group by placing the amount of any Minimum Mandatory Prepayment (or any partial payment the LIBOR Rate Loan 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; provided, however, that deposit in the LIBOR market for a period starting on the date on which it was prepaid and ending on the last day of the applicable Interest Period. Agent’s calculation of the LIBOR Prepayment Fee shall will be due in connection with any prepayment of the Loan made from the proceeds of any Minimum Mandatory Prepayment (or any partial payment on account thereof), Release Parcel Release Price, Adjacent Parcel Release Price and/or IP Release Price if any such prepayment shall occur prior to the Prepayment Fee Release Date. If a notice of prepayment is given by Borrowers to Lender pursuant to this Section 2.4.1, the amount designated for prepayment and all other sums required under this Section 2.4 shall be due and payable on the proposed prepayment date; provided, however, Borrowers shall have the right to postpone or revoke such prepayment upon written notice to Lender not less than two (2) Business Days prior to the date such prepayment is due so long as Borrowers pay Lender and/or Servicer all actual out-of-pocket third party costs and expenses incurred by Lender and/or Servicer in connection with such postponement or revocationdeemed conclusive absent manifest error.

Voluntary Prepayments. From and after (a) Except as otherwise provided herein, Borrower shall not have the date hereof, so long as right to prepay the Loan in whole or in part. Provided no Event of Default has occurred and is be continuing, Borrowers prior to the Open Prepayment Date, Borrower may, at their option and upon at least not less than ten (10) days Business Days’ prior written notice to Lender Administrative Agent (or such shorter period of time as may be permitted by LenderAdministrative Agent in its sole discretion), prepay the Debt in whole (but not in part except as otherwise contemplated pursuant to the terms hereof, including, without limitation any tender of any Optional Cash Trap Prepayment Amount or in partOptional Extension Prepayment Amount or a prepayment pursuant to Section 7.1 hereof) on any date with the payment of the Spread Maintenance Premium (plus Short Interest and Breakage Costs). Provided no Event of Default has occurred and be continuing, but in no event shall any partial prepayment be from and after the Open Prepayment Date, Borrower may, upon not less than $5,000,000.00ten (10) Business Days’ prior written notice to Administrative Agent (or such shorter period of time as may be permitted by Administrative Agent in its sole discretion), prepay the Debt in whole (but not in part except as otherwise contemplated pursuant to the terms hereof, including, without limitation any tender of any Optional Cash Trap Prepayment Amount or Optional Extension Prepayment Amount or a prepayment pursuant to Section 7.1 hereof) on any date without payment of the Spread Maintenance Premium or any other fee or premium (other than Short Interest and Breakage Costs, if any); provided that Borrower may revoke such notice of prepayment at any time prior to the prepayment is accompanied date set forth in such notice (subject to payment of any Breakage Costs and any out-of-pocket costs or expenses actually incurred by (a) if Administrative Agent or Lenders in connection with such revocation). Any prepayment occurs received by Administrative Agent on a date other than a Monthly Payment Date, all Date shall include interest which would have accrued thereon to the next Monthly Payment Date (“Short Interest”) and such amounts (i.e., principal and interest prepaid by Borrower) shall be applied to the Loan on the amount of next Monthly Payment Date. Except as otherwise contemplated pursuant to the Loan to be paid through, but not includingterms hereof, the next succeeding ninth (9th) day of a calendar month, or, if such prepayment occurs on a Payment Date, through and including the last day of the Interest Period immediately prior to the applicable Payment Date; (b) if such prepayment occurs prior to the Spread Maintenance Release Date, the Spread Maintenance Premium due with respect to the amount prepaid, if any; and (c) all other sums due and payable under this Agreement, the Note, Mezzanine Loan and the other Building Loan Documents, including, but not limited to, the Breakage Costs, if any, the applicable Prepayment Fee, if any, and all of Lender’s costs and expenses (including reasonable attorney’s fees and disbursements) incurred by Lender must be simultaneously repaid in connection with such prepayment. No Spread Maintenance Premium or, subject to the proviso at the end of this sentence, any other prepayment premium or fee shall be due in connection full with any prepayment of the Loan (i) made after the Spread Maintenance Release Date, or (ii) made from 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; provided, however, that the applicable Prepayment Fee shall be due in connection with any voluntary prepayment of the Loan made from the proceeds of any Minimum Mandatory Prepayment (or any partial payment on account thereof), Release Parcel Release Price, Adjacent Parcel Release Price and/or IP Release Price if any such prepayment shall occur prior pursuant to the Prepayment Fee Release Date. If a notice of prepayment is given by Borrowers to Lender pursuant to this Section 2.4.1, the amount designated for prepayment and all other sums required under this Section 2.4 shall be due and payable on the proposed prepayment date; provided, however, Borrowers shall have the right to postpone or revoke such prepayment upon written notice to Lender not less than two (2) Business Days prior to the date such prepayment is due so long as Borrowers pay Lender and/or Servicer all actual out-of-pocket third party costs and expenses incurred by Lender and/or Servicer in connection with such postponement or revocationforegoing.

Voluntary Prepayments. From and after the date hereof, so long as no Event of Default has occurred and is continuing, Borrowers The Borrower may, at their option and upon at least ten (10) days prior written notice to Lender (or such shorter period as may be permitted by Lender)its option, prepay the Debt Loan in whole full or in part, but part at any time and from time to time by notifying the Lender in no event shall any partial prepayment be less writing not later than $5,000,000.00; provided that any prepayment is accompanied by (a) if the date of such prepayment occurs on a date other than a Payment Date, all interest which would have accrued on specifying the principal amount of the Loan to be paid through, but not including, prepaid and the next succeeding ninth (9th) day date of a calendar month, or, if prepayment. Each such prepayment occurs on a Payment Date, through notice shall be irrevocable and including the last day of the Interest Period immediately prior to the applicable Payment Date; (b) if such prepayment occurs prior to the Spread Maintenance Release Date, the Spread Maintenance Premium due with respect to the amount prepaid, if any; and (c) all other sums due and payable under this Agreement, the Note, and the other Loan Documents, including, but not limited to, the Breakage Costs, if any, the applicable Prepayment Fee, if any, and all of Lender’s costs and expenses (including reasonable attorney’s fees and disbursements) incurred by Lender specified in connection with each such prepayment. No Spread Maintenance Premium or, subject to the proviso at the end of this sentence, any other prepayment premium or fee shall be due in connection with any prepayment of the Loan (i) made after the Spread Maintenance Release Date, or (ii) made from 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; provided, however, that the applicable Prepayment Fee shall be due in connection with any prepayment of the Loan made from the proceeds of any Minimum Mandatory Prepayment (or any partial payment on account thereof), Release Parcel Release Price, Adjacent Parcel Release Price and/or IP Release Price if any such prepayment shall occur prior to the Prepayment Fee Release Date. If a notice of prepayment is given by Borrowers to Lender pursuant to this Section 2.4.1, the amount designated for prepayment and all other sums required under this Section 2.4 shall be due and payable on the proposed date specified. Each partial prepayment date; providedof the Loan pursuant to this Subsection shall be in an aggregate principal amount of $100,000 or an integral multiple of $50,000 in excess thereof, howeveror, Borrowers shall have if less, the right to postpone or revoke outstanding principal balance of the Loan. In the event any such prepayment upon written notice that is not in connection with the Massage Envy Transaction occurs before the date that is one year following the Effective Date (the “First Year Anniversary Date”), Borrower shall pay (i) a premium of four percent (4%) of the outstanding principal amount of the Loan subject to Lender not less than two such prepayment plus (2ii) the remaining Base Monthly Interest and the Accrued Monthly Interest that would have been due and payable with respect to such prepaid principal amount of the Loan for the period between the date following such prepayment and the First Year Anniversary Date (the payment described in this clause (ii), the “Make Whole Fee”). In the event that Borrower prepays the Loan in connection with the Massage Envy Transaction within ninety (90) days following the Effective Date, the Borrower shall pay the outstanding principal balance of the Note (without any premium) plus the Make Whole Fee. In the event Borrower prepays the Loan in full on or after the First Year Anniversary Date and before the date that is fifteen (15) Business Days prior to the Maturity Date, Borrower shall pay a premium of four percent (4%) of the outstanding principal amount of the Note that is so prepaid. Notwithstanding anything to the contrary in the foregoing or in any other Loan Document, there shall be no premium or penalty payable by Borrower in the event that Borrower either (y) prepays the Loan in full on or after the date such prepayment that is due so long as Borrowers pay Lender and/or Servicer all actual out-of-pocket third party costs fifteen (15) Business Days prior to the Maturity Date and expenses incurred by Lender and/or Servicer before the Maturity Date or (z) repays the Loan in connection with such postponement or revocationfull on the Maturity Date.

Voluntary Prepayments. From and after Except as set forth in this Section 2.4, Borrower shall not have the date hereofright to prepay all or any portion of the Debt. After the Lockout Period, so long as Borrower may prepay the Debt in whole, but not in part, on any Payment Date, provided the following conditions are satisfied: (a) no Default or Event of Default has occurred shall be occurring on either the date the required prepayment notice is received by Lender or the Prepayment Date; (b) Borrower shall give written notice to Lender specifying the Payment Date on which a prepayment is to be made (the date of any prepayment hereunder, whether pursuant to such notice or not, and is continuingwhether voluntary or involuntary, Borrowers may, at their option being herein referred to as the “Prepayment Date”) not more than sixty (60) days and upon at least not less than ten (10) days prior written notice to the Prepayment Date if such Prepayment Date occurs prior to a Securitization and thirty (30) days prior to the Prepayment Date if such Prepayment Date occurs following a Securitization; and (c) the applicable Prepayment Consideration, if any, is paid by Borrower to Lender (or with such shorter period as may be permitted by Lender), prepay prepayment of the entire Debt in whole or in partfull. Additionally, but in no event shall any partial prepayment be less than $5,000,000.00; provided that any prepayment is accompanied by (a) if such prepayment occurs not actually received by Lender before 4:00 p.m., central time, on a date other than a Payment Date, all the fifth (5th) day of the month must also include the interest which would have accrued on the amount of the Loan to be paid through, but not including, the next succeeding ninth (9th) day of a calendar month, or, if such prepayment occurs during the entire Interest Accrual Period in which the prepayment is made. A prepayment notice may be revoked by Borrower in a writing delivered to Lender at any time on a Payment Date, through and including the last day of the Interest Period immediately or prior to the applicable Payment fifth (5th) Business Day preceding the proposed Prepayment Date; (b) if such provided that, in the event of any revocation of a prepayment occurs prior notice, Borrower shall be obligated to the Spread Maintenance Release Date, the Spread Maintenance Premium due with respect to the amount prepaid, if any; and (c) all other sums due and payable under this Agreement, the Note, and the other Loan Documents, including, but not limited to, the Breakage Costs, if any, the applicable Prepayment Fee, if any, and reimburse Lender for all of Lender’s its costs and expenses (including reasonable attorney’s legal fees and disbursementscosts) incurred by Lender in connection with such prepayment. No Spread Maintenance Premium or, subject to the proviso at the end anticipated prepayment within ten (10) days of this sentence, any other prepayment premium or fee shall be due in connection with any prepayment of the Loan (i) made after the Spread Maintenance Release Date, or (ii) made from 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; provided, however, that the applicable Prepayment Fee shall be due in connection with any prepayment of the Loan made from the proceeds of any Minimum Mandatory Prepayment (or any partial payment on account thereof), Release Parcel Release Price, Adjacent Parcel Release Price and/or IP Release Price if any such prepayment shall occur prior to the Prepayment Fee Release Date. If a notice of prepayment is given by Borrowers to Lender pursuant to this Section 2.4.1, the amount designated for prepayment and all other sums required under this Section 2.4 shall be due and payable on the proposed prepayment date; provided, however, Borrowers shall have the right to postpone or revoke such prepayment upon written notice to Lender not less than two (2) Business Days prior to the date such prepayment is due so long as Borrowers pay Lender and/or Servicer all actual out-of-pocket third party costs and expenses incurred by Lender and/or Servicer in connection with such postponement or revocationLender’s request.

Voluntary Prepayments. From and after the date hereof, so long as no Event of Default has occurred and is continuing, Borrowers (i) The Borrower may, at their option and upon at least ten (10) days prior written notice to Lender (or such shorter period as may be permitted by Lender)the Administrative Agent, from time to time, voluntarily prepay the Debt Loans in whole or in part, but part in no event shall an amount equal to the sum of (x) the principal amount of the Loans being prepaid and (y) accrued interest on the amount so prepaid together with any partial prepayment be less than $5,000,000.00additional amounts required pursuant to Section 3.04; provided that (i) such notice must be received by the Administrative Agent not later than 11:00 a.m., three Business Days prior to any date of prepayment, (ii) any prepayment is accompanied by shall be in an aggregate principal amount of at least, the lesser of (aA) if $5,000,000 and (B) the entire principal amount of the Loans then outstanding and (iii) no Default or Event of Default would occur after giving effect to such prepayment occurs on a voluntary prepayment. Each such notice shall specify the date other than a Payment Dateof such prepayment, all interest which would have accrued on the amount of principal being prepaid and the Loan to be paid through, but not including, applicable prepayment amount determined as set forth in the next succeeding ninth (9th) day first sentence of a calendar month, or, if this Section 2.03(a). The Borrower shall make such prepayment occurs on a Payment Date, through and including the last day of the Interest Period immediately prior to the applicable Payment Date; (b) if such prepayment occurs prior to the Spread Maintenance Release Date, the Spread Maintenance Premium due with respect to the amount prepaid, if any; and (c) all other sums due and payable under this Agreement, the Note, and the other Loan Documents, including, but not limited to, the Breakage Costs, if any, the applicable Prepayment Fee, if any, and all of Lender’s costs and expenses (including reasonable attorney’s fees and disbursements) incurred by Lender related prepayment amount specified in connection with such prepayment. No Spread Maintenance Premium or, subject to the proviso at the end of this sentence, any other prepayment premium or fee shall be due in connection with any prepayment of the Loan (i) made after the Spread Maintenance Release Date, or (ii) made from 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; provided, however, that the applicable Prepayment Fee shall be due in connection with any prepayment of the Loan made from the proceeds of any Minimum Mandatory Prepayment (or any partial payment on account thereof), Release Parcel Release Price, Adjacent Parcel Release Price and/or IP Release Price if any such prepayment shall occur prior to the Prepayment Fee Release Date. If a notice of prepayment is given by Borrowers to Lender pursuant to this Section 2.4.1, the amount designated for prepayment and all other sums required under this Section 2.4 shall be due and payable on the proposed date specified therein. In the event that the Borrower makes any voluntary prepayment date; provided, however, Borrowers shall have before [* * *] (the right to postpone “Threshold Date”) (whether or revoke such prepayment upon written notice to Lender not less than two (2) Business Days prior to the date such prepayment is due so long accompanied by a reduction of the Commitment Amount), then the Borrower shall pay to the Lenders an amount equal to the Spread on such prepaid amount that would have accrued from and including the date of prepayment through the Threshold Date, payable on each Interest Payment Date as Borrowers and when such Spread would have been paid as interest. In the event that the Borrower makes any voluntary prepayment on or after the Threshold Date, and, after giving effect to such prepayment the outstanding amount of the Loans would be less than [* * *] of the aggregate Commitments as of the date of such prepayment, on each Interest Payment Date from the date of such prepayment through the Maturity Date, the Borrower shall pay Lender and/or Servicer all actual out-of-pocket third party costs to the Lenders an amount equal to the Spread on such Underage (as defined below) as and expenses incurred by Lender and/or Servicer in connection with when such postponement or revocation.Spread would have been paid as interest had such amounts been drawn. “

Voluntary Prepayments. From Except as otherwise provided in this Section 2.3.1 and in Section 2.3.2, Borrower shall not have the right to prepay the Loan, in whole or in part, prior to the Maturity Date. Borrower shall have no right to prepay the Loan, in whole or in part, prior to the Payment Date occurring in February 2008. On and after the Payment Date occurring in February 2008 Borrower may, upon at least ten (10) days prior written notice to Lender, prepay the Loan in whole but not in part at anytime, provided however if such prepayment occurs prior to the Payment Date occurring in August, 2008 (the “Permitted Prepayment Date”), Borrower shall also pay Lender the applicable Spread Maintenance Premium. On the Permitted Prepayment Date or on any date hereofthereafter, so long as no Event of Default has occurred and is continuing, Borrowers Borrower may, at their its option and upon at least ten (10) days prior written notice to Lender (or such shorter period as may be permitted by Lender), prepay the entire Debt without payment of the Spread Maintenance Premium. Borrower may revoke any notice of prepayment at any time prior to the date of such prepayment. Borrower shall promptly reimburse Lender for any reasonable out-of-pocket costs and expenses associated with any such revocation. In addition, Borrower agrees that (a) in whole or in partthe event that a prepayment shall be made during the period commencing on the first calendar day immediately following a Payment Date to, but not including, the LIBOR Determination Date in no such calendar month, such payment shall be accompanied by a payment of interest on the amount of principal being prepaid that Lender determines would be payable by Borrower if such prepayment had been made on or after such LIBOR Determination Date but prior to the succeeding Payment Date calculated using a per annum interest rate equal to 6.25% plus the Eurodollar Spread (such amount, the “Estimated Interest Payment”). In the event that the Estimated Interest Payment paid by Borrower to Lender exceeds the amount that otherwise would have been payable by Borrower if the final interest payment amount was calculated based on the interest rate determined on the applicable LIBOR Determination Date (the “Actual Required Payment”), Lender shall any partial prepayment be refund to Borrower an amount equal to the Estimated Interest Payment minus the Actual Required Payment. In the event the Estimated Interest Payment paid by Borrower is less than $5,000,000.00the Actual Required Payment, Borrower shall, promptly upon demand by Lender, pay to Lender an amount equal to the Actual Required Payment minus the Estimated Interest Payment; provided that any prepayment is accompanied by (ab) if such prepayment occurs is made on a Payment Date, then in connection with such prepayment Borrower shall pay to Lender, simultaneously with such prepayment, all interest on the principal balance of the Note then being prepaid which would have accrued through the end of the Accrual Period then in effect notwithstanding that such Accrual Period extends beyond the date of such prepayment; and (c) subject to subsection (a) above, if such prepayment is made on a day other than a Payment Date, then in connection with such prepayment Borrower shall pay to Lender, simultaneously with such prepayment, all interest on the principal balance of the Note then being prepaid which would have accrued through the end of the Accrual Period then in effect notwithstanding that such Accrual Period extends beyond the date of such prepayment; provided, however, that if such date is a date on or after the LIBOR Determination Date in such calendar month and prior to the first day of the Accrual Period that commences in such calendar month, Borrower shall also pay to Lender in connection with such prepayment all interest on the principal balance of this Note then being prepaid which would have accrued through the end of the next succeeding Accrual Period. Any prepayment received by Lender on a date other than a Payment Date, all interest which would have accrued Date shall be held by Lender as collateral security for the Loan and shall be applied to the Debt on the amount of the Loan to be paid through, but not including, the next succeeding ninth (9th) day of a calendar month, or, if such prepayment occurs on a Payment Date, through and including the last day of the Interest Period immediately prior to the applicable Payment Date; (b) if such prepayment occurs prior to the Spread Maintenance Release Date, the Spread Maintenance Premium due with respect to the amount prepaid, if any; and (c) all other sums due and payable under this Agreement, the Note, and the other Loan Documents, including, but not limited to, the Breakage Costs, if any, the applicable Prepayment Fee, if any, and all of Lender’s costs and expenses (including reasonable attorney’s fees and disbursements) incurred by Lender in connection with such prepayment. No Spread Maintenance Premium or, subject to the proviso at the end of this sentence, any other prepayment premium or fee shall be due in connection with any prepayment of the Loan (i) made after the Spread Maintenance Release Date, or (ii) made from 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; provided, however, that the applicable Prepayment Fee shall be due in connection with any prepayment of the Loan made from the proceeds of any Minimum Mandatory Prepayment (or any partial payment on account thereof), Release Parcel Release Price, Adjacent Parcel Release Price and/or IP Release Price if any such prepayment shall occur prior to the Prepayment Fee Release Date. If a notice of prepayment is given by Borrowers to Lender pursuant to this Section 2.4.1, the amount designated for prepayment and all other sums required under this Section 2.4 shall be due and payable on the proposed prepayment date; provided, however, Borrowers shall have the right to postpone or revoke such prepayment upon written notice to Lender not less than two (2) Business Days prior to the date such prepayment is due so long as Borrowers pay Lender and/or Servicer all actual out-of-pocket third party costs and expenses incurred by Lender and/or Servicer in connection with such postponement or revocation.

Voluntary Prepayments. From and after Except as otherwise expressly provided herein, Borrower shall not have the date hereof, so long as no Event of Default has occurred and is continuing, Borrowers right to prepay the Loan in whole or in part prior to the Maturity Date. Borrower may, at their its option and upon at least ten thirty (1030) days prior written notice to Lender specifying the Business Day on which such prepayment is to be made (or such shorter period as a “Prepayment Date”) (which notice may be permitted revoked by LenderBorrower at any time prior to the Prepayment Date provided that Borrower shall reimburse Lender for any costs incurred by Lender as a result of such revocation), prepay the Debt in whole or in partwhole, but not in no event shall any partial prepayment be less than $5,000,000.00; part (except as otherwise expressly permitted under this Agreement), provided that any such prepayment is accompanied by (a) if such prepayment occurs on a date other than a Payment Date, all interest which would have accrued on the amount of the Loan to be paid through, but not including, the next succeeding ninth (9th) day of a calendar month, or, if such prepayment occurs on a Payment Date, being so prepaid through and including the last day of the Interest Accrual Period immediately prior to the applicable Payment in effect as of such Prepayment Date; , (b) if such prepayment occurs prior to the Spread Maintenance Release Date, the Spread Maintenance Premium due with respect to the amount prepaid, if any; and (c) all other sums due and payable under this Agreement, the Note, Agreement and the other Loan Documents, including, but not limited to, the Breakage Costs, if any, the applicable Prepayment Fee, if any, to any amounts due under Section 2.2.4 hereof and all of Lender’s out-of-pocket costs and expenses (including reasonable attorney’s fees and disbursements) incurred by Lender in connection with such prepayment, and (c) the Prepayment Premium applicable to such payment (if any). No Spread Maintenance Premium or, subject to the proviso at the end Unless an Event of this sentenceDefault then exists, any other prepayment premium or fee shall be due in connection with any voluntary prepayment of the Loan (i) and the Mezzanine Loan shall be made after the Spread Maintenance Release Date, or (ii) made from the proceeds such that Lender and Mezzanine Lender shall receive their respective pro rata share of any Minimum Mandatory Prepayment principal amount so repaid (or any partial payment based on account thereofthe respective outstanding principal balances of the Loan and the Mezzanine Loan in effect at such time). Notwithstanding the foregoing, Non-Qualified Mandatory Prepayment, Additional Non-Qualified Mandatory Prepayment, Release Parcel Release Price, Adjacent Parcel Release Price and/or IP Release Price; provided, however, that in no event shall Borrower be permitted to prepay the applicable Prepayment Fee shall be due in connection with any Debt on a date during an Interest Accrual Period (other than a prepayment of the Loan made from the proceeds of any Minimum Mandatory Prepayment (or any partial payment Debt in whole on account thereof), Release Parcel Release Price, Adjacent Parcel Release Price and/or IP Release Price if any such prepayment shall occur a Payment Date) which is prior to the Prepayment Fee Release DateDetermination Date for such Interest Accrual Period. If a notice of prepayment is given by Borrowers to Lender pursuant to this Section 2.4.1, the amount designated for prepayment and all other sums required under this Section 2.4 shall be due and payable on the proposed prepayment date; provided, however, Borrowers shall have the right to postpone or revoke such prepayment upon written notice to Lender not less than two (2) Business Days prior to the date such prepayment is due so long as Borrowers pay Lender and/or Servicer all actual out-of-pocket third party costs and expenses incurred by Lender and/or Servicer in connection with such postponement or revocation.2.5.2

Voluntary Prepayments. From and Prior to the Lockout Release Date, the Outstanding Principal Balance may not be prepaid in whole or in part. On any Payment Date occurring on or after the date hereofLockout Release Date, so long as no Event of Default has occurred and is continuing, Borrowers Borrower may, at their its option and upon at least ten thirty (1030) days prior written notice to Lender (or such shorter period as may be permitted by Lender), prepay the Debt in whole or but not in partpart (except pursuant to Section 2.4.2 hereof); provided, but in no event shall any partial prepayment be less than $5,000,000.00; provided however, that any such prepayment is accompanied by (a) if such prepayment occurs on a date other than a Payment Date, all interest which would have accrued on the amount of the Loan to be paid through, but not including, through and including the next succeeding ninth (9th) last day of a calendar monththe Interest Accrual Period related to the Payment Date next occurring following the date of such prepayment, or, if such prepayment occurs on a Payment Date, through and including the last day of the Interest Accrual Period immediately prior related to the applicable such Payment Date; (b) if such prepayment occurs prior to the Spread Maintenance Release Date, the Spread Maintenance Premium due with respect to the amount prepaidPrepayment Premium, if anyapplicable; and (c) all other sums due and payable under this Agreement, the Note, the Mortgage and the other Loan Documents, including, but not limited to, the Breakage Costs, if any, the applicable Prepayment Feeand, if anyan Event of Default has occurred, any late fees and default interest required to be paid by Borrower hereunder as a result thereof and all of Lender’s costs and expenses (including including, without limitation, reasonable attorney’s fees and disbursements) incurred by Lender in connection with such prepayment. No Spread Maintenance Premium or, subject Notwithstanding anything to the proviso at the end of contrary set forth in this sentenceAgreement, any other no prepayment premium or fee shall be due in connection with permitted from and including the day following any prepayment of Payment Date through and including the Loan (i) made after the Spread Maintenance Release Date, or (ii) made from 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; provided, however, that the applicable Prepayment Fee shall be due in connection with any prepayment of the Loan made from the proceeds of any Minimum Mandatory Prepayment (or any partial payment on account thereof), Release Parcel Release Price, Adjacent Parcel Release Price and/or IP Release Price if any such prepayment shall occur prior to the Prepayment Fee Release Date. If a notice of prepayment is given by Borrowers to Lender pursuant to this Section 2.4.1, the amount designated for prepayment and all other sums required under this Section 2.4 shall be due and payable on the proposed prepayment date; provided, however, Borrowers shall have the right to postpone or revoke such prepayment upon written notice to Lender not less than two (2) Business Days prior to the date such prepayment is due so long as Borrowers pay Lender and/or Servicer all actual out-of-pocket third party costs and expenses incurred by Lender and/or Servicer in connection with such postponement or revocation.next Determination Date succeeding

Voluntary Prepayments. From and after the date hereof, so long as no Event of Default has occurred and is continuing, Borrowers (i) The Borrower may, at their option and upon at least ten (10) days prior written notice to Lender (or such shorter period as may be permitted by Lender)the Administrative Agent, from time to time, voluntarily prepay the Debt Loans in whole or in part, but part in no event shall an amount equal to the sum of (x) the principal amount of the Loans being prepaid and (y) accrued interest on the amount so prepaid together with any partial prepayment be less than $5,000,000.00additional amounts required pursuant to Section 3.04; provided that (i) such notice must be received by the Administrative Agent not later than 11:00 a.m., three Business Days prior to any date of prepayment, (ii) any prepayment is accompanied by shall be in an aggregate principal amount of at least, the lesser of (aA) if $5,000,000 and (B) the entire principal amount of the Loans then outstanding and (iii) no Default or Event of Default would occur after giving effect to such prepayment occurs on a voluntary prepayment. Each such notice shall specify the date other than a Payment Dateof such prepayment, all interest which would have accrued on the amount of principal being prepaid and the Loan to be paid through, but not including, applicable prepayment amount determined as set forth in the next succeeding ninth (9th) day first sentence of a calendar month, or, if this Section 2.03(a). The Borrower shall make such prepayment occurs on a Payment Date, through and including the last day of the Interest Period immediately prior to the applicable Payment Date; (b) if such prepayment occurs prior to the Spread Maintenance Release Date, the Spread Maintenance Premium due with respect to the amount prepaid, if any; and (c) all other sums due and payable under this Agreement, the Note, and the other Loan Documents, including, but not limited to, the Breakage Costs, if any, the applicable Prepayment Fee, if any, and all of Lender’s costs and expenses (including reasonable attorney’s fees and disbursements) incurred by Lender related prepayment amount specified in connection with such prepayment. No Spread Maintenance Premium or, subject to the proviso at the end of this sentence, any other prepayment premium or fee shall be due in connection with any prepayment of the Loan (i) made after the Spread Maintenance Release Date, or (ii) made from 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; provided, however, that the applicable Prepayment Fee shall be due in connection with any prepayment of the Loan made from the proceeds of any Minimum Mandatory Prepayment (or any partial payment on account thereof), Release Parcel Release Price, Adjacent Parcel Release Price and/or IP Release Price if any such prepayment shall occur prior to the Prepayment Fee Release Date. If a notice of prepayment is given by Borrowers to Lender pursuant to this Section 2.4.1, the amount designated for prepayment and all other sums required under this Section 2.4 shall be due and payable on the proposed date specified therein. In the event that the Borrower makes any voluntary prepayment date; provided, however, Borrowers shall have before [* * *] (the right to postpone “Threshold Date”) (whether or revoke such prepayment upon written notice to Lender not less than two (2) Business Days prior to the date such prepayment is due so long accompanied by a reduction of the Commitment Amount), and, after giving effect to such prepayment the outstanding amount of the Loans would be less than [* * *], then the Borrower shall pay to the Lenders an amount equal to the Spread on the amount by which the outstanding Loan amount as Borrowers of each day on which interest is calculated is less than [* * *], from and including the date of prepayment through the Threshold Date, payable on each Interest Payment Date as and when such Spread would have been paid as interest. In the event that the Borrower makes any voluntary prepayment on or after the Threshold Date, and, after giving effect to such prepayment the outstanding amount of the Loans would be less than [* * *] of the aggregate Commitments as of the date of such prepayment, on each Interest Payment Date from the date of such prepayment through the Maturity Date, the Borrower shall pay Lender and/or Servicer all actual out-of-pocket third party costs to the Lenders an amount equal to the Spread on such Underage (as defined below) as and expenses incurred by Lender and/or Servicer in connection with when such postponement or revocation.Spread would have been paid as interest had such amounts been drawn. “

Voluntary Prepayments. From and Prior to the Lockout Release Date, the outstanding principal amount of the Loan may not be voluntarily prepaid by Borrower in whole or in part. Subject to the provisions of this Section 2.4.1, on or after the date hereofLockout Release Date, so long as no Event of Default has occurred and is continuing, Borrowers Borrower may, at their its option and upon at least ten twenty (1020) days prior written notice to Lender (or such shorter period as which notice may be permitted revoked or modified by LenderBorrower upon at least five (5) Business Days prior notice to Lender so long as Borrower shall pay all reasonable costs and expenses incurred by Lender in connection with any such revocation or modification), prepay the Debt in whole or in part, but in no event shall on any partial prepayment be less than $5,000,000.00day; provided that any (i) if such prepayment occurs prior to or on the Spread Maintenance Outside Date, such prepayment is accompanied by payment of the then applicable Spread Maintenance, and (aii) if for any reason (including, without limitation, a partial prepayment made in accordance with the final sentence of this Section 2.4.1), Borrower prepays the Loan on a date other than a Payment Date, Borrower shall pay Lender, in addition to the Debt and any applicable Spread Maintenance, all interest which would have accrued on the amount of the Loan through and including the last day of the Interest Period related to the Payment Date next occurring following the date of such prepayment. Lender shall not be obligated to accept any prepayment unless it is accompanied by the Spread Maintenance due in connection therewith (if any). Notwithstanding the foregoing, Borrower may at any time during the term, prepay a portion of the outstanding principal of the Loan in an aggregate amount not to exceed Fifty Million Dollars ($50,000,000) without the requirement to pay any Spread Maintenance; provided that, if such prepayment occurs on a date other than a Payment Date, Borrower shall pay Lender all interest which would have accrued on the amount of the Loan to be paid through, but not including, the next succeeding ninth (9th) day of a calendar month, or, if such prepayment occurs on a Payment Date, through and including the last day of the Interest Period immediately prior related to the applicable Payment Date; (b) if such prepayment occurs prior to Date next occurring following the Spread Maintenance Release Date, the Spread Maintenance Premium due with respect to the amount prepaid, if any; and (c) all other sums due and payable under this Agreement, the Note, and the other Loan Documents, including, but not limited to, the Breakage Costs, if any, the applicable Prepayment Fee, if any, and all date of Lender’s costs and expenses (including reasonable attorney’s fees and disbursements) incurred by Lender in connection with such prepayment. No Spread Maintenance Premium or, subject to the proviso at the end of this sentence, any other prepayment premium or fee shall be due in connection with any prepayment of the Loan (i) made after the Spread Maintenance Release Date, or (ii) made from 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; provided, however, that the applicable Prepayment Fee shall be due in connection with any prepayment of the Loan made from the proceeds of any Minimum Mandatory Prepayment (or any partial payment on account thereof), Release Parcel Release Price, Adjacent Parcel Release Price and/or IP Release Price if any such prepayment shall occur prior to the Prepayment Fee Release Date. If a notice of prepayment is given by Borrowers to Lender pursuant to this Section 2.4.1, the amount designated for prepayment and all other sums required under this Section 2.4 shall be due and payable on the proposed prepayment date; provided, however, Borrowers shall have the right to postpone or revoke such prepayment upon written notice to Lender not less than two (2) Business Days prior to the date such prepayment is due so long as Borrowers pay Lender and/or Servicer all actual out-of-pocket third party costs and expenses incurred by Lender and/or Servicer in connection with such postponement or revocation.

Voluntary Prepayments. From and Prior to the Lockout Release Date, the Outstanding Principal Balance may not be prepaid in whole or in part. On any Payment Date occurring on or after the date hereofLockout Release Date, so long as no Event of Default has occurred and is continuing, Borrowers Borrower may, at their its option and upon at least ten thirty (1030) days prior written notice to Lender (or such shorter period as may be permitted by Lender), prepay the Debt in whole or but not in partpart (except for prepayment in part from any Net Liquidation Proceeds after Debt Service; provided, but in no event shall any partial prepayment be less than $5,000,000.00; provided however, that any such prepayment is accompanied by (a) if such prepayment occurs on a date other than a Payment Date, all interest which would have accrued on the amount of the Loan to be paid through, but not including, through and including the next succeeding ninth (9th) last day of a calendar monththe Interest Accrual Period related to the Payment Date next occurring following the date of such prepayment, or, if such prepayment occurs on a Payment Date, through and including the last day of the Interest Accrual Period immediately prior related to the applicable such Payment Date; (b) if such prepayment occurs prior to the Spread Maintenance Release Date, the Spread Maintenance Premium due with respect to the amount prepaidPrepayment Premium, if anyapplicable; and (c) all other sums due and payable under this Agreement, the Note, Note and the other Loan Documents, including, but not limited to, the Breakage Costs, if any, the applicable Prepayment Feeand, if anyan Event of Default has occurred, any late fees and default interest required to be paid by Borrower hereunder as a result thereof and all of Lender’s costs and expenses (including including, without limitation, reasonable attorney’s fees and disbursements) incurred by Lender in connection with such prepayment. No Spread Maintenance Premium or, subject Notwithstanding anything to the proviso at the end of contrary set forth in this sentenceAgreement, any other no prepayment premium or fee shall be permitted from and including the day following any Payment Date through and including the next Determination Date succeeding such day. If the Prepayment Premium is due to Lender, Lender shall not be obligated to accept any prepayment unless it is accompanied by the Prepayment Premium due in connection with any prepayment of the Loan (i) made after the Spread Maintenance Release Date, or (ii) made from 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; provided, however, that the applicable Prepayment Fee shall be due in connection with any prepayment of the Loan made from the proceeds of any Minimum Mandatory Prepayment (or any partial payment on account thereof), Release Parcel Release Price, Adjacent Parcel Release Price and/or IP Release Price if any such prepayment shall occur prior to the Prepayment Fee Release Datetherewith. If a notice of prepayment is given by Borrowers to Lender pursuant to this Section 2.4.1, the amount designated for prepayment and all other sums required under this Section 2.4 shall be due and payable on the proposed prepayment date; provided, however, Borrowers Borrower shall have the right to postpone revoke or revoke such rescind in writing any notice of prepayment upon written any time on or before the prepayment date set forth in Borrower’s notice of prepayment provided that Borrower pays to Lender not less than two concurrently with each such revocation or rescission the sum of (2i) Business Days prior to the date such prepayment is due so long as Borrowers pay Lender and/or Servicer all actual out-of-pocket third party costs and expenses incurred by Lender and/or Servicer in connection with or as a result of such postponement revocation or revocationrescission, plus (ii) a fee in the amount of $25,000.00.

Voluntary Prepayments. From and after the date hereof, so long as no Event of Default has occurred and is continuing, Borrowers Borrower may, at their its option and upon at least ten fifteen (1015) days days’ prior written notice to Lender (or such shorter period as may be permitted by Lender), prepay the Debt in whole or in part; provided, but in no event shall any partial prepayment be less than $5,000,000.00; provided that however, any prepayment is received by Lender shall be accompanied by (ai) if such prepayment occurs on a date other than a Payment Datethe Exit Fee, (ii) Breakage Costs and (iii) all interest which would have accrued on the amount of the Loan to be paid through, but not including, through and including the next succeeding ninth (9th) last day of a calendar monththe Interest Period related to the Monthly Payment Date next occurring following the date of such prepayment, or, if such prepayment occurs on a Monthly Payment Date, through and including the last day of the Interest Period immediately prior related to the applicable such Monthly Payment Date; (b) if such . Upon receipt of Borrower’s notice of prepayment occurs prior given pursuant to the Spread Maintenance Release Datethis Section 2.4.1, the Spread Maintenance Premium due Lender shall provide Borrower with respect to the amount prepaid, if any; and (c) all other sums due and payable under this Agreement, the Note, and the other Loan Documents, including, but not limited to, the of such Breakage Costs, if any, the applicable Prepayment Fee, if any, and all of Lender’s costs and expenses (including reasonable attorney’s fees and disbursements) incurred by Lender in connection with such prepayment. No Spread Maintenance Premium or, subject to the proviso at the end of this sentence, any other prepayment premium or fee shall be due in connection with any prepayment of the Loan (i) made after the Spread Maintenance Release Date, or (ii) made from 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; provided, however, that the applicable Prepayment Fee shall be due in connection with any prepayment of the Loan made from the proceeds of any Minimum Mandatory Prepayment (or any partial payment on account thereof), Release Parcel Release Price, Adjacent Parcel Release Price and/or IP Release Price if any such prepayment shall occur prior to the Prepayment Fee Release Date. If a notice of prepayment is given by Borrowers Borrower to Lender pursuant to this Section 2.4.1, the amount designated for prepayment and all other sums required under this Section 2.4 shall be due and payable on the proposed prepayment date; provided, however, Borrowers shall have the right to postpone or revoke such that a notice of prepayment upon may be revoked by written notice of revocation to Lender not less than two on or prior to the proposed prepayment date provided Borrower shall reimburse Lender, within five (25) Business Days prior to the date such prepayment is due so long as Borrowers pay Lender and/or Servicer of a receipt of an invoice therefore, for all actual of Lender’s reasonable out-of-pocket third party costs and expenses (including reasonable fees and disbursements of Lender’s counsel) incurred by Lender and/or Servicer in connection with such postponement or revocationanticipated prepayment. If for any reason Borrower prepays the Loan on a date other than a Monthly Payment Date, Borrower shall pay Lender, in addition to the Debt, all interest which would have accrued on the amount of the Loan to be paid through and including the last day of the Interest Period related to the Monthly Payment Date next occurring following the date of such prepayment.

Voluntary Prepayments. From and after Prior to the date hereofLockout Release Date, so long as no Event the outstanding principal amount of Default has occurred and is continuingthe Loan may not be prepaid in whole or in part. On any Payment Date occurring on, Borrowers or after, the Lockout Release Date, Borrower may, at their its option and upon at least ten thirty (1030) days prior written notice to Lender (or such shorter period as may be permitted by Lender), prepay the Debt in whole or in part, but in no event shall any partial prepayment be less than $5,000,000.00; provided that any prepayment is accompanied by (ai) if such prepayment occurs on a date other no Event of Default exists; (ii) Borrower gives Lender not less than a Payment Dateten (10) and not more than sixty (60) Business Days prior written notice of the amount of the Loan that Borrower intends to prepay; and (iii) Borrower pays Lender, in addition to the outstanding principal amount of the Loan to be prepaid, (A) all interest which would have accrued on the amount of the Loan to be paid through, but not including, through and including the next succeeding ninth (9th) last day of a calendar monththe Interest Period related to the Payment Date next occurring following the date of such prepayment, or, if such prepayment occurs on a Payment Date, through and including the last day of the Interest Period immediately prior related to the applicable such Payment Date; (b) if such prepayment occurs prior to the Spread Maintenance Release Date, the Spread Maintenance Premium due with respect to the amount prepaid, if any; and (cB) all other sums due and payable under this Agreement, the Note, and the other Loan Documents, including, but not limited to, to the Breakage Costs, if any, the applicable Prepayment Fee, if any, Costs and all of Lender’s costs and expenses (including reasonable attorney’s fees and disbursements) incurred by Lender in connection with such prepayment; and (C) the Prepayment Premium, if any. No Spread Maintenance Lender shall not be obligated to accept any prepayment unless it is accompanied by the applicable Prepayment Premium or(if any) due in connection therewith. Any prepayment paid to Lender in connection with any release of an Individual Property or part thereof (including any release under Section 2.5.4 and Section 6.2 hereof) or an assignment of a Mortgage shall be applied (i) first, to reduce the Pro-Rata Release Amount of the Individual Property or part thereof being released (or with respect to which a Mortgage is assigned) to zero and (ii) second, pro-rata to reduce the Pro-Rata Release Amounts of each Individual Property remaining subject to the proviso at Lien of a Mortgage immediately following such release or assignment. Borrower’s notice of prepayment shall create an obligation of Borrower to prepay the end Loan or portion thereof as set forth therein, but may be rescinded, from time to time, by a written notice to Lender and subsequently reinstated, from time to time, by a written notice (and in any event, following any such rescissions, Borrower shall always have the further right to make a prepayment on any subsequent date upon thirty (30) days prior notice in the manner set forth above). Borrower agrees to indemnify Lender and to hold Lender harmless from any actual loss or out-of-pocket expense which Lender sustains or incurs as a consequence of this sentenceany such rescission of a notice of prepayment. Notwithstanding anything to the contrary contained herein, any other prepayment premium or fee shall be due in connection with Borrower may not voluntarily make any prepayment of the Loan (i) made after during the Spread Maintenance Release period between the day following any Payment Date and the day preceding the next succeeding LIBOR Determination Date immediately following such Payment Date, or (ii) made from 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; provided, however, that the applicable Prepayment Fee shall be due in connection with any prepayment of the Loan made from the proceeds of any Minimum Mandatory Prepayment (or any partial payment on account thereof), Release Parcel Release Price, Adjacent Parcel Release Price and/or IP Release Price if any such prepayment shall occur prior to the Prepayment Fee Release Date. If a notice of prepayment is given by Borrowers to Lender pursuant to this Section 2.4.1, the amount designated for prepayment and all other sums required under this Section 2.4 shall be due and payable on the proposed prepayment date; provided, however, Borrowers shall have the right to postpone or revoke such prepayment upon written notice to Lender not less than two (2) Business Days prior to the date such prepayment is due so long as Borrowers pay Lender and/or Servicer all actual out-of-pocket third party costs and expenses incurred by Lender and/or Servicer in connection with such postponement or revocation.

Voluntary Prepayments. From and after the date hereofThe Loan may be prepaid in whole, so long as no Event of Default has occurred and is continuingbut not in part, Borrowers may, at their option and on any Business Day upon at least ten not less than fifteen (1015) days prior written notice to Lender specifying the date on which prepayment is to be made provided no Event of Default exists and, if such prepayment is made prior the Open Date, upon payment of an amount equal to the greater of (a) one percent (1%) of the outstanding principal balance of the Debt at the time such payment or proceeds are received or (b) (x) the present value as of the date such shorter period as may payment or proceeds are received of the remaining scheduled payments of principal and interest from the date such payment or proceeds are received through the Maturity Date (including any balloon payment) determined by discounting such payments at the Discount Rate, less (y) the amount of the payment or proceeds received. Lender shall not be permitted obligated to accept any such prepayment of the Debt unless it is accompanied by the prepayment consideration due in connection therewith. Additionally, on the Open Date, or on any Business Day thereafter, Borrower may, at its option and upon thirty (30) days prior notice to Lender), prepay the Debt in whole or whole, but not in part, but in no event shall without payment of the Yield Maintenance Premium or any partial other prepayment be less than $5,000,000.00; provided that premium or penalty. If any prepayment pursuant to this Section 2.4.1 is accompanied by (a) if such prepayment occurs not made on a date other than a Payment Date, such prepayment shall include all interest which would have accrued on the amount Loan through the Payment Date next following the date of such prepayment. Except as otherwise provided herein, Borrower shall not have the right to prepay the Loan to be paid through, but not including, the next succeeding ninth (9th) day of a calendar month, or, if such prepayment occurs on a Payment Date, through and including the last day of the Interest Period immediately in whole or in part prior to the applicable Payment Maturity Date; (b) if such . Any notice of prepayment occurs prior given pursuant to the Spread Maintenance Release Datethis Section 2.4.1 may be revoked by Borrower, the Spread Maintenance Premium due with respect to the amount prepaid, if any; and (c) all other sums due and payable under this Agreement, the Note, and the other Loan Documents, including, but not limited to, the Breakage Costs, if any, the applicable Prepayment Fee, if any, and all of Lender’s costs and provided that Borrower reimburses Lender for any reasonable out-of-pocket expenses (including reasonable attorney’s fees and disbursements) incurred by Lender in connection with such prepayment. No Spread Maintenance Premium or, subject to the proviso at the end of this sentence, any other prepayment premium or fee shall be due in connection with any prepayment of the Loan (i) made after the Spread Maintenance Release Date, or (ii) made from 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; provided, however, that the applicable Prepayment Fee shall be due in connection with any prepayment of the Loan made from the proceeds of any Minimum Mandatory Prepayment (or any partial payment on account thereof), Release Parcel Release Price, Adjacent Parcel Release Price and/or IP Release Price if any such prepayment shall occur prior to the Prepayment Fee Release Date. If a notice of prepayment is given by Borrowers to Lender pursuant to this Section 2.4.1, the amount designated for prepayment and all other sums required under this Section 2.4 shall be due and payable on the proposed prepayment date; provided, however, Borrowers shall have the right to postpone or revoke such prepayment upon written notice to Lender not less than two (2) Business Days prior to the date such prepayment is due so long as Borrowers pay Lender and/or Servicer all actual out-of-pocket third party costs and expenses incurred by Lender and/or Servicer in connection with such postponement or revocationtherewith.

Voluntary Prepayments. From and Prior to the Lockout Release Date, the outstanding principal amount of the Loan may not be prepaid in whole or in part. On or after the date hereofLockout Release Date, so long as provided no Event of Default has occurred and is continuing, Borrowers Borrower may, at their its option and upon at least ten (10) days prior written notice to Lender as set forth herein, prepay the Debt in whole, or in part, provided that such prepayment is accompanied by the Yield Maintenance Premium. On and after the Monthly Payment Date immediately following the Anticipated Repayment Date (or such shorter period as may be permitted by Lenderthe “Open Period Start Date”), provided no Event of Default has occurred and is continuing, Borrower may, at its option and after delivery of the Prepayment Notice (hereinafter defined) to Lender in accordance with the terms hereof, prepay the Debt in whole or but not in part, but in no event on any date without payment of the Yield Maintenance Premium. Lender shall any partial prepayment not be less than $5,000,000.00; provided that obligated to accept any prepayment unless it is accompanied by (a) the Yield Maintenance Premium, if any, due in connection therewith. Any partial prepayment shall be applied to the Loan in such order and priority as may be determined by Lender in its reasonable discretion. Any prepayment occurs received by Lender on a date other than a Payment Date, all the last day of any Interest Accrual Period shall include interest which would have accrued on the amount from such date of the Loan to be paid through, but not including, the next succeeding ninth (9th) day of a calendar month, or, if such prepayment occurs on a Payment Date, through and including the last day of the Interest Accrual Period immediately during which such prepayment is being made (such amounts, the “Interest Shortfall”). As a condition to any voluntary prepayment, Borrower shall give Lender written notice (a “Prepayment Notice”) of its intent to prepay, which notice must be given at least thirty (30) and not more than ninety (90) days prior to the applicable Payment Date; (b) if Business Day upon which prepayment is to be made and must specify the anticipated Business Day on which such prepayment occurs prior is to be made. Borrower hereby agrees that, in the Spread Maintenance Release Dateevent Borrower delivers a Prepayment Notice and fails to prepay the Loan in accordance with the Prepayment Notice and the terms of this Section 2.7 (a “Prepayment Failure”), the Spread Maintenance Premium due with respect to the amount prepaid, if any; Borrower shall indemnify Lender from and (c) all other sums due and payable under this Agreement, the Noteagainst, and the other Loan Documentsshall be responsible for, including, but not limited to, the Breakage Costs, if any, the applicable Prepayment Fee, if any, and all of Lender’s costs and expenses Losses (including reasonable attorney’s fees and disbursementsany breakage costs) incurred by Lender in connection with respect to any such prepayment. No Spread Maintenance Premium orPrepayment Failure, subject provided that such indemnity shall not be available to the proviso at the end extent that such Losses are determined by a court of this sentence, any other prepayment premium or fee shall be due in connection with any prepayment of the Loan (i) made after the Spread Maintenance Release Date, or (ii) made competent jurisdiction by final and non-appealable judgment to have resulted from the proceeds gross negligence, illegal acts, bad faith or willful misconduct 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; provided, however, that the applicable Prepayment Fee shall be due in connection with any prepayment of the Loan made from the proceeds of any Minimum Mandatory Prepayment (or any partial payment on account thereof), Release Parcel Release Price, Adjacent Parcel Release Price and/or IP Release Price if any such prepayment shall occur prior to the Prepayment Fee Release Date. If a notice of prepayment is given by Borrowers to Lender pursuant to this Section 2.4.1, the amount designated for prepayment and all other sums required under this Section 2.4 shall be due and payable on the proposed prepayment date; provided, however, Borrowers shall have the right to postpone or revoke such prepayment upon written notice to Lender not less than two (2) Business Days prior to the date such prepayment is due so long as Borrowers pay Lender and/or Servicer all actual out-of-pocket third party costs and expenses incurred by Lender and/or Servicer in connection with such postponement or revocationLender.

Voluntary Prepayments. From and after Borrower shall have the date hereof, so long as no Event of Default has occurred and is continuing, Borrowers mayright, at their option any time and upon at least ten (10) days from time to time, to prepay the Loans without penalty or premium; provided that, notwithstanding anything to the contrary set forth herein or in any Loan Document, the Borrower shall not terminate or reduce any Revolving Credit Facility Commitment prior to the Final Revolving Commitment Termination Date. Borrower shall give Agent notice of any such prepayment with respect to Base Rate Loans and not less than 3 Eurodollar Business Days prior written notice of any such prepayment with respect to Lender (or LIBOR Rate Loans, which notice shall specify the date on which such shorter period as may be permitted by Lender), prepay the Debt in whole or in part, but in no event shall any partial prepayment be less than $5,000,000.00; provided that any prepayment is accompanied by to be made (a) if which shall be a Business Day or Eurodollar Business Day, as applicable). Each such prepayment occurs on a date other than a Payment Dateshall be in an aggregate minimum amount of $250,000, all and integral multiples of $50,000 in excess of such amount, in each case, and shall include interest which would have accrued on the amount of the Loan to be paid throughprepaid to, but not including, the next succeeding ninth date of payment in accordance with the terms hereof (9th) day of a calendar month, or, if in each case, such lesser amount constituting the amount of all Loans then outstanding). The foregoing to the contrary notwithstanding, (x) Borrower may not make a partial principal prepayment on a LIBOR Rate Loan; and (y) Borrower may prepay the full outstanding principal balance on a LIBOR Rate Loan prior to the end of the Interest Period, provided, that such prepayment occurs on is accompanied by a Payment Datefee ("LIBOR Prepayment Fee") equal to the amount, through and including if any, by which (i) the additional interest which would have been earned by the Lender Group had the LIBOR Rate Loan not been prepaid, at the LIBOR Rate that would have been applicable thereto, for the period from the date of such prepayment to the last day of the then current Interest Period immediately prior to the applicable Payment Date; (b) if such prepayment occurs prior to the Spread Maintenance Release Datetherefore, the Spread Maintenance Premium due with respect to the amount prepaid, if any; and (c) all other sums due and payable under this Agreement, the Note, and the other Loan Documents, including, but not limited to, the Breakage Costs, if any, the applicable Prepayment Fee, if any, and all of Lender’s costs and expenses (including reasonable attorney’s fees and disbursements) incurred by Lender in connection with such prepayment. No Spread Maintenance Premium or, subject to the proviso at the end of this sentence, any other prepayment premium or fee shall be due in connection with any prepayment of the Loan (i) made after the Spread Maintenance Release Date, or exceeds (ii) made from the proceeds interest which would have been recoverable by the Lender Group by placing the amount of any Minimum Mandatory Prepayment (or any partial payment the LIBOR Rate Loan 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; provided, however, that deposit in the LIBOR market for a period starting on the date on which it was prepaid and ending on the last day of the applicable Interest Period. Agent’s calculation of the LIBOR Prepayment Fee shall will be due in connection with any prepayment of the Loan made from the proceeds of any Minimum Mandatory Prepayment (or any partial payment on account thereof), Release Parcel Release Price, Adjacent Parcel Release Price and/or IP Release Price if any such prepayment shall occur prior to the Prepayment Fee Release Date. If a notice of prepayment is given by Borrowers to Lender pursuant to this Section 2.4.1, the amount designated for prepayment and all other sums required under this Section 2.4 shall be due and payable on the proposed prepayment date; provided, however, Borrowers shall have the right to postpone or revoke such prepayment upon written notice to Lender not less than two (2) Business Days prior to the date such prepayment is due so long as Borrowers pay Lender and/or Servicer all actual out-of-pocket third party costs and expenses incurred by Lender and/or Servicer in connection with such postponement or revocationdeemed conclusive absent manifest error.

Voluntary Prepayments. From and after the date hereof, so long as no Event of Default has shall have occurred and is be continuing, Borrowers Borrower may, at their its option and upon at least ten (10) days prior written notice to Lender (or such shorter period as may be permitted by Lender), prepay the Debt in whole or in part, but in no event shall any partial prepayment be less than $5,000,000.00; , provided that that, other than with respect to a prepayment from the proceeds of the Five Acre Release Price, which shall be governed by the provisions of Section 2.5 hereof, any prepayment is accompanied by (ai) if such prepayment occurs on a date other than a Payment Date, all interest interest, at the Applicable Interest Rate, which would have accrued on the amount of the Loan to be paid Outstanding Principal Balance prepaid (in accordance with Section 2.4.3(a) hereof) through, but not including, the next succeeding ninth (9th) day of a calendar month, or, if such prepayment occurs on a Payment Date, through and including the last day of the Interest Period immediately prior to the applicable Payment Date; (bii) if such prepayment occurs prior to the Spread Maintenance Release Initial Maturity Date, the Spread Maintenance Prepayment Premium due with respect to the amount prepaid, if any; and (ciii) all other sums due and payable under this Agreement, the Note, Note and the other Loan Documents, including, but not limited to, the Breakage Costs, if any, the applicable Prepayment Fee, if any, and all of Lender’s costs and expenses (including reasonable attorney’s fees and disbursements) incurred by Lender in connection with such prepayment. No Spread Maintenance Premium or, subject to the proviso at the end of this sentence, any other prepayment premium or fee shall be due in connection with any prepayment of the Loan (i) made after the Spread Maintenance Release Date, or (ii) made from 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; provided, however, that the applicable Prepayment Fee shall be due in connection with any prepayment of the Loan made from the proceeds of any Minimum Mandatory Prepayment (or any partial payment on account thereof), Release Parcel Release Price, Adjacent Parcel Release Price and/or IP Release Price if any such prepayment shall occur prior to the Prepayment Fee Release Date. If a notice of prepayment is given by Borrowers Borrower to Lender pursuant to this Section 2.4.1, the amount designated for prepayment and all other sums required under this Section 2.4 shall be due and payable on the proposed prepayment date; provided, however, Borrowers Borrower shall have the right to postpone or revoke such prepayment upon written notice to Lender not less than two (2) Business Days prior to the date such prepayment is due so long as Borrowers pay Borrower pays Lender and/or Servicer all actual out-of-pocket third party costs and expenses incurred by Lender and/or Servicer in connection with such postponement or revocation.

Voluntary Prepayments. From and after the date hereof, so long as no Event of Default has occurred and is continuing, Borrowers may, at their option and upon at least ten (10) days prior written notice to Lender (or such shorter period as may be permitted by Lender), prepay the Debt in whole or in part, but in no event shall any partial prepayment be less than $5,000,000.00; provided that any prepayment is accompanied by (a) if such prepayment occurs on a date other than a Payment Date, all interest which would have accrued on the amount of the Loan to be paid through, but not including, the next succeeding ninth (9th) day of a calendar month, or, if such prepayment occurs on a Payment Date, through and including the last day of the Interest Period immediately prior to the applicable Payment Date; (b) if such prepayment occurs prior to the Spread Maintenance Release Date, the Spread Maintenance Premium due with respect to the amount prepaid, if any; and (c) all other sums due and payable under this Agreement, the Note, and the other Loan Documents, including, but not limited to, the Breakage Costs, if any, the applicable Prepayment Fee, if any, the Exit Fee (or the applicable portion thereof), if applicable, and all of Lender’s costs and expenses (including reasonable attorney’s fees and disbursements) incurred by Lender in connection with such prepayment. No Spread Maintenance Premium or, subject to the proviso at the end of this sentence, any other prepayment premium or fee shall be due in connection with any prepayment of the Loan (i) made after the Spread Maintenance Release Date, or (ii) made from 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; provided, however, that the applicable Prepayment Fee shall be due in connection with any prepayment of the Loan made from the proceeds of any Minimum Mandatory Prepayment (or any partial payment on account thereof), Release Parcel Release Price, Adjacent Parcel Release Price and/or IP Release Price if any such prepayment shall occur prior to the Prepayment Fee Release Date. If a notice of prepayment is given by Borrowers to Lender pursuant to this Section 2.4.1, the amount designated for prepayment and all other sums required under this Section 2.4 shall be due and payable on the proposed prepayment date; provided, however, Borrowers shall have the right to postpone or revoke such prepayment upon written notice to Lender not less than two (2) Business Days prior to the date such prepayment is due so long as Borrowers pay Lender and/or Servicer all actual out-of-pocket third party costs and expenses incurred by Lender and/or or Servicer in connection with such postponement or revocation.

Voluntary Prepayments. From (a) Except as otherwise provided herein, Borrower shall not have the right to prepay the Loan in whole or in part. Provided no Event of -52- Default has occurred and after be continuing, prior to the date Open Prepayment Date, Borrower may, upon not less than ten (10) Business Days’ prior written notice to Administrative Agent (or such shorter period of time as may be permitted by Administrative Agent in its sole discretion), prepay the Debt in whole (but not in part except as otherwise contemplated pursuant to the terms hereof, so long as including, without limitation a prepayment pursuant to Section 7.1 hereof) on any date with the payment of the Spread Maintenance Premium (plus Short Interest and Breakage Costs). Provided no Event of Default has occurred and is be continuing, Borrowers from and after the Open Prepayment Date, Borrower may, at their option and upon at least not less than ten (10) days Business Days’ prior written notice to Lender Administrative Agent (or such shorter period of time as may be permitted by LenderAdministrative Agent in its sole discretion), prepay the Debt in whole (but not in part except as otherwise contemplated pursuant to the terms hereof, including, without limitation a prepayment pursuant to Section 7.1 hereof) on any date without payment of the Spread Maintenance Premium or in partany other fee or premium (other than Short Interest and Breakage Costs, but in no event shall any partial prepayment be less than $5,000,000.00if any); provided that Borrower may revoke such notice of prepayment at any time prior to the prepayment is accompanied date set forth in such notice (subject to payment of any Breakage Costs and any out-of-pocket costs or expenses actually incurred by (a) if Administrative Agent or Lenders in connection with such revocation). Any prepayment occurs received by Administrative Agent on a date other than a Monthly Payment Date, all Date shall include interest which would have accrued thereon to the next Monthly Payment Date (“Short Interest”) and such amounts (i.e., principal and interest prepaid by Borrower) shall be applied to the Loan on the amount of next Monthly Payment Date. Except as otherwise contemplated pursuant to the Loan to be paid through, but not includingterms hereof, the next succeeding ninth (9th) day of a calendar month, or, if such prepayment occurs on a Payment Date, through and including the last day of the Interest Period immediately prior to the applicable Payment Date; (b) if such prepayment occurs prior to the Spread Maintenance Release Date, the Spread Maintenance Premium due with respect to the amount prepaid, if any; and (c) all other sums due and payable under this Agreement, the Note, and the other Building Loan Documents, including, but not limited to, the Breakage Costs, if any, the applicable Prepayment Fee, if any, and all of Lender’s costs and expenses (including reasonable attorney’s fees and disbursements) incurred by Lender must be simultaneously repaid in connection with such prepayment. No Spread Maintenance Premium or, subject to the proviso at the end of this sentence, any other prepayment premium or fee shall be due in connection full with any prepayment of the Loan (i) made after the Spread Maintenance Release Date, or (ii) made from 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; provided, however, that the applicable Prepayment Fee shall be due in connection with any voluntary prepayment of the Loan made from the proceeds of any Minimum Mandatory Prepayment (or any partial payment on account thereof), Release Parcel Release Price, Adjacent Parcel Release Price and/or IP Release Price if any such prepayment shall occur prior pursuant to the Prepayment Fee Release Dateforegoing. If a notice of prepayment is given (b) All principal payments or prepayments made by Borrowers Borrower with respect to Lender pursuant to this Section 2.4.1, the amount designated for prepayment and all other sums required under this Section 2.4 Loan or the Building Loan shall be due applied to amounts owing with respect to the Original Senior Loan and payable the Original Building Loan on a pro rata basis (based on the proposed prepayment date; providedthen-outstanding principal amounts of the Original Senior Loan and the Original Building Loan) in accordance with the Loan Documents and the Building Loan Documents, howeveras applicable, Borrowers and, thereafter shall have the right to postpone or revoke such prepayment upon written notice to Lender not less than two (2) Business Days prior be applied to the date such prepayment is due so long as Borrowers pay Lender and/or Servicer all actual out-of-pocket third party costs Supplemental Loan and expenses incurred by Lender and/or Servicer in connection with such postponement or revocation.Supplemental Building Loan on a pro rata basis (based on the then- outstanding principal amounts of the Supplement Loan and the Supplemental Building Loan). 2.4.2

Voluntary Prepayments. From and after the date hereof, so long as Provided no Event of Default has occurred and is continuing, Borrowers Borrower may, at their its option and upon at least ten (10) days prior written notice to Lender (or such shorter period as may be permitted by Lender)set forth herein, prepay the Debt in whole or whole, but not in part, but in no event shall any partial prepayment be less than $5,000,000.00; provided that any that, such prepayment is accompanied by (a) the Prepayment Premium, if such any. Lender shall not be obligated to accept any prepayment occurs unless it is accompanied by the Prepayment Premium due in connection therewith. Any prepayment received by Lender on a date other than a Payment Date, all the first (1st) day of any Interest Accrual Period shall include interest which would have accrued on the amount from such date of the Loan to be paid through, but not including, the next succeeding ninth (9th) day of a calendar month, or, if such prepayment occurs on a Payment Date, through and including the last day of the Interest Accrual Period immediately prior to the applicable Payment Date; (b) if during which such prepayment occurs prior to the Spread Maintenance Release Dateis being made (such amounts, the Spread Maintenance Premium due with respect to “Interest Shortfall”). Additionally, Borrower shall pay any Breakage Costs (provided that the amount prepaid, if any; and (c) all other sums due and payable under this Agreement, the Note, and the other Loan Documents, including, but same are not limited to, the Breakage Costs, if any, the applicable Prepayment Fee, if any, and all duplicative of Lender’s costs and expenses (including reasonable attorney’s fees and disbursements) incurred by Lender any Interest Shortfall paid in connection with such prepayment. No Spread Maintenance Premium or, subject to the proviso at the end of this sentence, any other prepayment premium or fee shall be due ) in connection with any prepayment of the Loan Loan. As a condition to any voluntary prepayment, Borrower shall give Lender written notice (ia “Prepayment Notice”) made after the Spread Maintenance Release Dateof its intent to prepay, or which notice must be given at least twenty (ii20) made from the proceeds of any Minimum Mandatory Prepayment days (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; provided, however, that the applicable Prepayment Fee shall such shorter period as may be due agreed by Lender in connection with any prepayment of the Loan made from the proceeds of any Minimum Mandatory Prepayment its sole discretion) and not more than ninety (or any partial payment on account thereof), Release Parcel Release Price, Adjacent Parcel Release Price and/or IP Release Price if any such prepayment shall occur 90) days prior to the Prepayment Fee Release Date. If a notice of Business Day upon which prepayment is given by Borrowers to Lender pursuant to this Section 2.4.1, be made and must specify the amount designated for prepayment and all other sums required under this Section 2.4 shall be due and payable Business Day on the proposed prepayment date; provided, however, Borrowers shall have the right to postpone or revoke which such prepayment is to be made. Such Prepayment Notice may be revoked upon written notice to Lender not no less than two (2) Business Days Days’ prior written notice to the date such prepayment is due so long as Borrowers pay Lender; provided that Borrower shall reimburse Lender and/or Servicer for all actual out-of-pocket third party costs and expenses reasonably incurred by Lender and/or Servicer in connection with such postponement or revocation, including any Breakage Costs. Borrower hereby agrees that, in the event Borrower delivers a Prepayment Notice and, absent Borrower’s timely revocation of such Prepayment Notice, fails to prepay the Loan in accordance with the Prepayment Notice and the terms of this Section 2.7 (a “Prepayment Failure”), Borrower shall indemnify Lender from and against, and shall be responsible for, all Losses incurred by Lender with respect to any such Prepayment Failure.

Voluntary Prepayments. From The outstanding principal amount of the Loan may be prepaid in whole or in part only as expressly provided herein, and may not otherwise be prepaid. On any date occurring after the date hereofClosing Date, so long as upon not less than ten (10) Business Days’ prior notice to Lender, Borrower may prepay the Loan (a) in whole or (b) in part, solely with respect to this clause (b), pursuant to (i) a Permitted Release in accordance with Section 2.6 hereof (but only to the extent that such prepayment (together with all prior prepayments made pursuant to Permitted Releases, Affected Property Releases and Limited Cure Releases) does not exceed the Permitted Release Threshold), (ii) pursuant to a Limited Cure Release in accordance with Section 8.1(c) hereof or (iii) pursuant to an Affected Property Release in accordance with Section 6.4(d) of the Mortgage Loan Agreement; provided that (A) no Event of Default has occurred and shall be continuing (other than the Event of Default which is continuingto be cured pursuant to a Limited Cure Release); provided, Borrowers mayhowever, at their option and upon at least ten (10) days prior written notice to Lender (or such shorter period as may be permitted by Lender), prepay the Debt that solely in connection with a prepayment in whole or in partof the Loan, but in no event the absence of an Event of Default shall any partial not be a precondition thereto so long as such prepayment be less than $5,000,000.00; provided that complies with all other applicable provisions hereof and (B) any prepayment is accompanied by in whole pursuant to clause (a) if such hereof or any prepayment pursuant to clause (b) hereof pursuant to a Permitted Release or a Limited Cure Release which occurs prior to the Payment Date occurring in January, 2009 (the “Lockout Release Date”) shall include the Spread Maintenance Premium. If a prepayment under this Section 2.4.1(a) is made (I) on a date Payment Date, then Borrower shall pay to Lender, simultaneously with such prepayment, all interest on the principal balance of the Loan then being prepaid accrued through the end of the Interest Period ending immediately prior to such Payment Date or (II) on a day other than a Payment Date, then Borrower shall pay to Lender, simultaneously with such prepayment, all interest on the principal balance of the Loan then being prepaid which would have accrued on through the amount of the Loan to be paid through, but not including, the next succeeding ninth (9th) day of a calendar month, or, if such prepayment occurs on a Payment Date, through and including the last day end of the Interest Period immediately prior to then in effect, notwithstanding that such Interest Period extends beyond the applicable Payment Date; (b) if such prepayment occurs prior to the Spread Maintenance Release Date, the Spread Maintenance Premium due with respect to the amount prepaid, if any; and (c) all other sums due and payable under this Agreement, the Note, and the other Loan Documents, including, but not limited to, the Breakage Costs, if any, the applicable Prepayment Fee, if any, and all date of Lender’s costs and expenses (including reasonable attorney’s fees and disbursements) incurred by Lender in connection with such prepayment. No Spread Maintenance Premium orAdditionally, subject to the proviso at the end of this sentence, any other prepayment premium or fee shall be due in connection with any voluntary prepayment of the Loan (i) made after the Spread Maintenance Release Date, or (ii) made from 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; provided, however, that the applicable Prepayment Fee shall be due in connection with any prepayment of the Loan made from the proceeds of any Minimum Mandatory Prepayment (or any partial payment on account thereof), Release Parcel Release Price, Adjacent Parcel Release Price and/or IP Release Price if any such prepayment shall occur prior to the Prepayment Fee Release Date. If a notice of prepayment is given by Borrowers to Lender pursuant to this Section 2.4.1, the amount designated for prepayment Mortgage Loan and all other sums required under this Section 2.4 each Other Mezzanine Loan shall be due simultaneously prepaid ratably, or if such prepayment is in connection with the release of a Release Property in accordance with Section 2.6 hereof, in an amount equal to the Mortgage Release Amount and payable on the proposed Other Mezzanine Release Amount applicable to such Release Property. Borrower acknowledges and agrees that in connection with any prepayment date; providedunder the Mortgage Loan or any Other Mezzanine Loan, however, Borrowers the Loan shall be simultaneously prepaid as provided in the Mortgage Loan Agreement or the applicable Other Mezzanine Loan Agreement. Borrower shall have the right to postpone or revoke such prepayment upon written right, by notice to Lender Lender, to revoke any notice of prepayment given pursuant to this Section 2.4.1, provided that (i) such notice is given not less later than two the date that is one (21) Business Days Day prior to the date such originally designated as the date of prepayment is due so long as Borrowers and (ii) Borrower shall within ten (10) Business Days after demand pay to Lender and/or Servicer all actual out-of-pocket third party reasonable costs and expenses incurred by Lender and/or Servicer in connection with such postponement or revocationthe proposed prepayment and/or the revocation thereof, including, without limitation, reasonable attorneys’ fees and disbursements.

Voluntary Prepayments. From and after the date hereof, so long as no Event of Default has occurred and is continuing, Borrowers Borrower may, at their option and upon at least ten not less than three (103) days Business Days prior written notice to Lender Administrative Agent not later than 11:00 A.M. (or such shorter period as may be permitted by Lender)San Francisco time) on the date given, at any time and from time to time, prepay the Debt Loan, in whole or in part, but upon the terms and conditions set forth herein. In connection with the prepayment of all or any portion of the Loan, whether such payment is made voluntarily by Borrower or as a result of an acceleration of the Loan by Lenders following a Event of Default, Borrower shall pay to Lenders, in no event addition to any fees and costs which may be incurred by Lenders in connection with the prepayment of the Loan, including any Fixed Rate Price Adjustment, a prepayment premium as set forth on Schedule 2.6 attached hereto. Any notice of prepayment given to Administrative Agent under this Section 2.6(a) shall any partial specify the date of prepayment be less than $5,000,000.00; provided that any prepayment is accompanied by (a) if such prepayment occurs on a date other than a Payment Date, all interest which would have accrued on and the aggregate principal amount of the Loan to be paid through, but not including, prepayment. In the next succeeding ninth (9th) day event of a calendar month, or, if such prepayment occurs on a Payment Date, through and including the last day of the Interest Period immediately prior to the applicable Payment Date; (b) if such prepayment occurs prior to the Spread Maintenance Release Date, the Spread Maintenance Premium due with respect to the amount prepaid, if any; and (c) all other sums due and payable under this Agreement, the Note, and the other Loan Documents, including, but not limited to, the Breakage Costs, if any, the applicable Prepayment Fee, if any, and all of Lender’s costs and expenses (including reasonable attorney’s fees and disbursements) incurred by Lender in connection with such prepayment. No Spread Maintenance Premium or, subject to the proviso at the end of this sentence, any other prepayment premium or fee shall be due in connection with any prepayment of the Loan (i) made after the Spread Maintenance Release Dateany Fixed Rate Portion, or (ii) made from the proceeds Borrower shall pay any Fixed Rate Price Adjustment payable in respect thereof in accordance with Section 2.4(h). Administrative Agent shall provide to each Lender a conforming copy 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; provided, however, that the applicable Prepayment Fee shall be due in connection with any prepayment of the Loan made from the proceeds of any Minimum Mandatory Prepayment (or any partial payment on account thereof), Release Parcel Release Price, Adjacent Parcel Release Price and/or IP Release Price if any such prepayment shall occur prior to the Prepayment Fee Release Date. If a notice of prepayment is given by Borrowers to Lender pursuant to this Section 2.4.1, the amount designated for prepayment and all other sums required under this Section 2.4 shall be due and payable on the proposed prepayment date; providedsame Business Day such notice is received. BY INITIALING THIS PROVISION WHERE INDICATED BELOW, howeverBORROWER CONFIRMS THAT LENDERS' AGREEMENT TO MAKE THE LOAN AT THE INTEREST RATES AND ON THE OTHER TERMS SET FORTH HEREIN AND IN THE OTHER LOAN DOCUMENTS CONSTITUTES ADEQUATE AND VALUABLE CONSIDERATION, Borrowers shall have the right to postpone or revoke such prepayment upon written notice to Lender not less than two (2) Business Days prior to the date such prepayment is due so long as Borrowers pay Lender and/or Servicer all actual out-of-pocket third party costs and expenses incurred by Lender and/or Servicer in connection with such postponement or revocation.GIVEN INDIVIDUAL WEIGHT BY BORROWER, FOR THIS AGREEMENT, AND BORROWER HEREBY WAIVES ANY DEFENSE IT MAY HAVE AT LAW OR IN EQUITY THAT ANY PREPAYMENT PREMIUM PROVIDED FOR HEREIN IS A PENALTY, BORROWER EXPRESSLY ACKNOWLEDGING THAT LENDERS HAVE MADE THE FINANCIAL ACCOMMODATIONS CONTEMPLATED BY THIS AGREEMENT IN RELIANCE ON THE AGREEMENTS AND WAIVER OF BORROWER AND THAT LENDERS WOULD NOT HAVE DONE SO WITHOUT SUCH AGREEMENTS AND WAIVERS. Borrower Initials: /s/ RICHARD S. DAVIS --------------------

Voluntary Prepayments. From and after the date hereof, so long as no Event of Default has occurred and is continuing, Borrowers (a) Borrower may, at their option any time on or after August 4, 2008 (the “Initial Prepayment Date”), terminate financing under this Agreement and upon prepay the Indebtedness in full (a “Voluntary Termination”) by providing Lender with written notice (the “Termination Notice”) at least ten ninety (1090) calendar days prior written notice to the specific date upon which Borrower intends to cease financing hereunder and prepay the Indebtedness in full (the “Termination Date”). After receipt of the Termination Notice, Lender may, in its sole and absolute discretion, cease making advances under this Agreement and all Indebtedness shall be immediately due and payable upon the earlier of the Maturity Date or the Termination Date, as applicable. In connection with a Voluntary Termination, if Borrower does not pay and perform all Indebtedness on the Termination Date, Borrower may subsequently terminate financing under this Agreement only upon delivering to Lender a new Termination Notice and otherwise complying with this Section 2.6. In connection with a Voluntary Termination, the Indebtedness owing and to be paid by Borrower to Lender on the Termination Date shall include as liquidated damages, not as a penalty, the amount of liquidated damages (“Liquidated Damages”) set forth in Section 2.6 of Schedule A attached hereto. Notwithstanding any other provision of any Loan Document, no termination of financing under this Agreement shall affect Lender’s rights or such shorter period any of the Indebtedness existing as of the Termination Date, and the provisions of the Loan Documents shall continue to be fully operative until the Indebtedness (other than indemnity obligations under the Loan Documents that are not then due and payable or for which any events or claims that would give rise thereto are not then pending) have been fully performed and indefeasibly paid in cash in full. The liens granted to Lender under the Loan Documents and the financing statements filed pursuant thereto and the rights and powers of Lender thereunder shall continue in full force and effect notwithstanding the fact that Borrower’s borrowings hereunder may from time to time be permitted by Lender), prepay the Debt in whole a zero or in part, but in no event shall any partial prepayment be less than $5,000,000.00; provided that any prepayment is accompanied by credit position until (a) if such prepayment occurs on a date all of the Indebtedness (other than a Payment Date, all interest which would have accrued on the amount of indemnity obligations under the Loan to be Documents that are not then due and payable or for which any events or claims that would give rise thereto are not then pending) have been fully performed and indefeasibly paid throughin full in cash, but not including, the next succeeding ninth (9th) day of a calendar month, or, if such prepayment occurs on a Payment Date, through and including the last day of the Interest Period immediately prior to the applicable Payment Date; (b) if such prepayment occurs prior to the Spread Maintenance Release Date, the Spread Maintenance Premium due with respect to the amount prepaid, if any; and (c) all other sums due and payable financing under this AgreementAgreement has been terminated, the Note, and the other Loan Documents, including, but not limited to, the Breakage Costs, if any, the applicable Prepayment Fee, if any, and all of Lender’s costs and expenses (including reasonable attorney’s fees and disbursements) incurred by Lender in connection with such prepayment. No Spread Maintenance Premium or, subject to the proviso at the end of this sentence, any other prepayment premium or fee shall be due in connection with any prepayment of the Loan (i) made after the Spread Maintenance Release Date, or (ii) made from 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; provided, however, that the applicable Prepayment Fee shall be due in connection with any prepayment of the Loan made from the proceeds of any Minimum Mandatory Prepayment (or any partial payment on account thereof), Release Parcel Release Price, Adjacent Parcel Release Price and/or IP Release Price if any such prepayment shall occur prior to the Prepayment Fee Release Date. If a notice of prepayment is given by Borrowers to Lender pursuant to this Section 2.4.1, the amount designated for prepayment and all other sums required under this Section 2.4 shall be due and payable on the proposed prepayment date; provided, however, Borrowers shall have the right to postpone or revoke such prepayment upon written notice to Lender not less than two (2) Business Days prior to the date such prepayment is due so long as Borrowers pay Lender and/or Servicer all actual out-of-pocket third party costs and expenses incurred by Lender and/or Servicer in connection with such postponement or revocationprovided herein.

Voluntary Prepayments. From and after the date hereof, so long as no Event of Default has occurred and is continuing, Borrowers may, at their option and upon at least ten (10) days prior written notice to Lender (or such shorter period as Borrower may be permitted by Lender), prepay the Debt Loan in whole or in part, but in provided that (i) no event Event of Default shall any partial prepayment have occurred and be continuing; (ii) Borrower gives Lender not less than $5,000,000.00ten (10) Business Days prior written notice of the amount of the Loan that Borrower intends to prepay; provided that any prepayment is accompanied by and (aiii) if such prepayment occurs on a date other than a Payment DateBorrower pays Lender, in addition to the outstanding principal amount of the Loan to be prepaid, (A) all interest which would have accrued on the amount of the Loan to be paid through, but not including, through and including the next succeeding ninth (9th) last day of a calendar monththe Interest Period immediately preceding the Payment Date next occurring following the date of such prepayment, or, if such prepayment occurs on a Payment Date, through and including the last day of the Interest Period immediately prior to the applicable preceding such Payment Date; (b) if such prepayment occurs prior to the Spread Maintenance Release Date, the Spread Maintenance Premium due with respect to the amount prepaid, if any; and (cB) all other sums due and payable under this Agreement, the Note, and the other Loan Documents, including, but not limited to, the Breakage Costs, Costs (if any, the applicable Prepayment Fee, if any, any and without duplication of costs covered by payments made pursuant to this Section 2.4) and all of Lender’s costs and expenses (including reasonable attorney’s fees and disbursements) incurred by Lender in connection with such prepayment. No Spread Maintenance Premium or, subject to the proviso at the end of this sentence, any other prepayment premium or fee shall be due in connection with any prepayment of the Loan ; and (iC) made after the Spread Maintenance Release Date, or (ii) made from 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; provided, however, that the applicable Prepayment Fee shall be due in connection with any prepayment of the Loan made from the proceeds of any Minimum Mandatory Prepayment (or any partial payment on account thereof), Release Parcel Release Price, Adjacent Parcel Release Price and/or IP Release Price if any such prepayment shall occur is made on or prior to the Prepayment Fee Release Date, the Prepayment Spread Maintenance Payment (except as otherwise provided in Section 2.4.2 hereof). If a notice of prepayment is given by Borrowers Borrower to Lender pursuant to this Section 2.4.1, the amount designated for prepayment and all other sums required under this Section 2.4 shall be due and payable on the proposed prepayment date; provided, however, Borrowers Borrower shall have the right to postpone or revoke such prepayment upon written notice to Lender not less than two (2) Business Days on the date immediately prior to the date such prepayment is due so long as Borrowers pay Borrower pays Lender and/or Servicer all actual out-of-pocket third party costs and expenses incurred by Lender and/or or Servicer in connection with such postponement postponement. In the event that any prepayment occurs prior to the applicable Determination Date it may be impossible for Borrower and Lender to calculate with certainty the interest that would have accrued at the Applicable Interest Rate on the amount then prepaid through the end of the Interest Period in which such prepayment occurs. Accordingly, in the event that the Debt is prepaid prior to the Determination Date applicable to the Interest Period in which such prepayment occurs, the interest that would have accrued at the Applicable Interest Rate on the amount then prepaid through the end of the Interest Period in which such prepayment occurs shall be calculated based on an interest rate (the “Assumed Note Rate”) equal to the sum of (i) LIBOR for the Interest Period prior to the Interest Period in which such prepayment occurs, plus (ii) the Spread, plus (iii) one percent (1.00%). Thereafter, on the Determination Date applicable to the Interest Period in which such prepayment occurs, Lender shall determine the Applicable Interest Rate as if such prepayment had not occurred. If it is determined by Lender that the Applicable Interest Rate for the Interest Period in which such prepayment occurs is less than the Assumed Note Rate, Lender shall promptly refund to Borrower, without interest, an amount equal to the difference between the interest paid by Borrower for the Interest Period in which such prepayment occurs calculated at the Assumed Note Rate and the amount of interest for said Interest Period calculated at the actual Applicable Interest Rate. Alternatively, in the event that it is determined that the actual Applicable Interest Rate applicable to the Interest Period in which such prepayment occurs is greater than the Assumed Note Rate, Borrower shall promptly pay to Lender, without additional interest or revocationother late charges or penalties (and in no event later than the fifteen (15th) day of the month in which such prepayment occurs), an amount equal to the difference between the interest paid by Borrower for the Interest Period in which such prepayment occurs on the prepaid amount calculated at the Assumed Note Rate and the amount of interest for said Interest Period calculated at the actual Applicable Interest Rate.

Voluntary Prepayments. From and after Prior to the date hereofLockout Release Date, so long as no Event the outstanding principal amount of Default has occurred and is continuingthe Loan may not be prepaid in whole or in part. On any Payment Date occurring on, Borrowers or after, the Lockout Release Date, Borrower may, at their its option and upon at least ten thirty (1030) days prior written notice to Lender (or such shorter period as may be permitted by Lender), prepay the Debt in whole or but not in part, but in no event shall any partial prepayment be less than $5,000,000.00(except as expressly set forth herein); provided that any such prepayment is accompanied by the Prepayment Premium, if applicable. If the prepayment occurs after the date that is six (a6) if months prior to the Initial Maturity Date, there shall be no Prepayment Premium or other prepayment fee, premium or penalty. If a prepayment under this Section 2.4.1 is made on a day other than a Payment Date, then in connection with such prepayment, Borrower shall pay to Lender, simultaneously with such prepayment occurs (i) all interest on the principal balance of the Loan then being prepaid which would have accrued through the end of the Interest Period men in effect notwithstanding that such Interest Period extends beyond the date of prepayment and (ii) the Prepayment Premium; provided, however, that if the date of prepayment is a date on or after the Determination Date in such calendar month and prior to the first day of me Interest Period that commences in such calendar month, Borrower shall also pay to Lender in connection with such prepayment all interest on the principal balance of the Loan then being prepaid which would have accrued through the end of the next succeeding Interest Period. Any prepayment received by Lender on a date other than a Payment Date, all interest which would have accrued Date shall be held by Lender as collateral security for the Loan and shall be applied to the Debt on the amount of the Loan to be paid through, but not including, the next succeeding ninth (9th) day of a calendar month, or, if such prepayment occurs on a Payment Date, through and including the last day of the Interest Period immediately prior to the applicable Payment Date; (b) if such prepayment occurs prior to the Spread Maintenance Release Date, the Spread Maintenance Premium due with respect to the amount prepaid, if any; and (c) all other sums due and payable under this Agreement, the Note, and the other Loan Documents, including, but not limited to, the Breakage Costs, if any, the applicable Prepayment Fee, if any, and all of Lender’s costs and expenses (including reasonable attorney’s fees and disbursements) incurred by Lender in connection with such prepayment. No Spread Maintenance Premium or, subject to the proviso at the end of this sentence, any other prepayment premium or fee shall be due in connection with any prepayment of the Loan (i) made after the Spread Maintenance Release Date, or (ii) made from 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; provided, however, that the applicable Prepayment Fee shall be due in connection with any prepayment of the Loan made from the proceeds of any Minimum Mandatory Prepayment (or any partial payment on account thereof), Release Parcel Release Price, Adjacent Parcel Release Price and/or IP Release Price if any such prepayment shall occur prior to the Prepayment Fee Release Date. If a notice of prepayment is given by Borrowers to Lender pursuant to this Section 2.4.1, the amount designated for prepayment and all other sums required under this Section 2.4 shall be due and payable on the proposed prepayment date; provided, however, Borrowers shall have the right to postpone or revoke such prepayment upon written notice to Lender not less than two (2) Business Days prior to the date such prepayment is due so long as Borrowers pay Lender and/or Servicer all actual out-of-pocket third party costs and expenses incurred by Lender and/or Servicer in connection with such postponement or revocation.

Voluntary Prepayments. From and after Except as otherwise provided in this Agreement, Borrower shall not have the date hereofright to prepay any Fixed Rate Component in whole or in part prior to the Stated Maturity Date. Borrower may prepay the Floating Rate Component, so long as in whole or in part at any time without payment of the Yield Maintenance Premium or other penalty or premium, provided that (a) no Event of Default has occurred and is continuing, Borrowers may, continuing at their option and upon at least the time of any such prepayment; (b) Borrower gives Lender not less than ten (10) days prior written days’ notice to Lender (or such shorter period as of time if permitted by Lender in its reasonable discretion) specifying a date on which such prepayment is to occur (provided such notice shall be revocable at any time and for any reason by Borrower and may be permitted by adjourned on a day-to-day basis on reasonable notice to Lender), prepay the Debt in whole or in part, but Borrower shall pay any actual reasonable out-of-pocket expenses incurred by Lender in no event shall any partial prepayment connection with such revocation and/or adjournment); and (c) Borrower pays Lender, in addition to the outstanding principal amount of the Floating Rate Component of the Loan to be less than $5,000,000.00; provided that any prepayment is accompanied by (a) if such prepayment occurs on a date other than a Payment Dateprepaid, all interest which would have accrued on the amount of the Floating Rate Component of the Loan to be paid through, but not including, the next succeeding ninth (9th) day of a calendar month, or, if such prepayment occurs on a Payment Date, through and including the last day of the Interest Accrual Period immediately prior to the applicable Payment Date; (b) if such prepayment occurs prior to the Spread Maintenance Release Date, the Spread Maintenance Premium due with respect to the amount prepaid, if any; and Floating Rate Component related to the Payment Date next occurring following the date of such prepayment. Any such prepayment received by Lender on a date other than a Payment Date shall be held by Agent in an interest bearing money-market account (c) all other sums due and payable under this Agreement, the Note, and the other interest shall accrue for the benefit of Borrower) as collateral security for the Loan Documentsand shall be applied to the Floating Rate Component on the next Payment Date. On the Payment Date occurring in March, including2020 (the “Lockout Expiration Date”) and on any Business Day thereafter, Borrower may, at its option and upon eight (8) Business Days’ prior written notice to Lender (provided such notice shall be revocable at any time and for any reason by Borrower and may be adjourned on a day-to-day basis on reasonable notice to Lender, but not limited to, the Breakage Costs, if any, the applicable Prepayment Fee, if any, and all of Lender’s costs and Borrower shall pay any actual reasonable out-of-pocket expenses (including reasonable attorney’s fees and disbursements) incurred by Lender in connection with such prepayment. No Spread revocation and/or adjournment), prepay the Fixed Rate Components in whole or in part without payment of the Yield Maintenance Premium or, subject to the proviso at the end of this sentence, or other penalty or premium. If Borrower prepays any other prepayment premium or fee shall be due in connection with any prepayment Fixed Rate Component of the Loan (i) made after the Spread Maintenance Release on a date other than a Payment Date, or Borrower shall pay Lender, in addition to the Indebtedness, all interest which would have accrued on the amount of such Fixed Rate Component through but excluding the Payment Date next occurring following the date of such prepayment. Any prepayment received by Lender on a date other than a Payment Date shall be held by Agent in an interest bearing money-market account (iiand the interest shall accrue for the benefit of Borrower) made from as collateral security for 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; provided, however, that Loan and shall be applied to the applicable Prepayment Fee shall be due in connection with any prepayment of Component on the Loan made from the proceeds of any Minimum Mandatory Prepayment (or any partial payment on account thereof), Release Parcel Release Price, Adjacent Parcel Release Price and/or IP Release Price if any such prepayment shall occur prior next Payment Date to the Prepayment Fee Release Date. If a notice of prepayment is given by Borrowers to Lender pursuant to this Section 2.4.1, the amount designated for prepayment and all other sums required under this Section 2.4 shall be due and payable on the proposed prepayment date; provided, however, Borrowers shall have the right to postpone or revoke such prepayment upon written notice to Lender not less than two (2) Business Days prior to the date such prepayment is due so long as Borrowers pay Lender and/or Servicer all actual out-of-pocket third party costs and expenses incurred by Lender and/or Servicer in connection with such postponement or revocationextent otherwise required.

Voluntary Prepayments. From and after the date hereof, so long as no Event of Default has occurred and is continuing, Borrowers may, at their option and upon at least ten (10) days prior written notice to Lender (or such shorter period as Borrower may be permitted by Lender), prepay the Debt Loan in whole or in part, but in provided that (i) no event Event of Default shall any partial prepayment have occurred and be continuing; (ii) Borrower gives Lender not less than $5,000,000.00ten (10) Business Days prior written notice of the amount of the Loan that Borrower intends to prepay; provided that any prepayment is accompanied by and (aiii) if such prepayment occurs on a date other than a Payment DateBorrower pays Lender, in addition to the outstanding principal amount of the Loan to be prepaid, (A) all interest which would have accrued on the amount of the Loan to be paid through, but not including, through and including the next succeeding ninth (9th) last day of a calendar monththe Interest Period immediately preceding the Payment Date next occurring following the date of such prepayment, or, if such prepayment occurs on a Payment Date, through and including the last day of the Interest Period immediately prior to the applicable preceding such Payment Date; (b) if such prepayment occurs prior to the Spread Maintenance Release Date, the Spread Maintenance Premium due with respect to the amount prepaid, if any; and (cB) all other sums due and payable under this Agreement, the Note, and the other Loan Documents, including, but not limited to, the Breakage Costs, Costs (if any, the applicable Prepayment Fee, if any, any and without duplication of costs covered by payments made pursuant to this Section 2.4) and all of Lender’s costs and expenses (including reasonable attorney’s fees and disbursements) incurred by Lender in connection with such prepayment. No Spread Maintenance Premium or, subject to the proviso at the end of this sentence, any other prepayment premium or fee shall be due in connection with any prepayment of the Loan ; (iC) made after the Spread Maintenance Release Date, or (ii) made from 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; provided, however, that the applicable Prepayment Fee shall be due in connection with any prepayment of the Loan made from the proceeds of any Minimum Mandatory Prepayment (or any partial payment on account thereof), Release Parcel Release Price, Adjacent Parcel Release Price and/or IP Release Price if any such prepayment shall occur is made on or prior to the Prepayment Fee Release Date, the Prepayment Spread Maintenance Payment; (D) if such payment is made on or prior to October 1, 2005, the Prepayment Spread Maintenance Payment and the Exit Fee, provided, that the Exit Fee shall not be due and payable if such prepayment is made in connection with the closing of the Mortgage Loan or if the Mortgage Loan did not close as a result of Lender’s default under the Commitment Letter (except with respect to both the Prepayment Spread Maintenance Payment and Exit Fee as otherwise provided in Section 2.4.2 hereof); and (E) the origination fee due under Commitment Letter, provided, that the origination fee shall not be due and payable if the Mortgage Loan did Table of Contents not close as a result of Lender’s default under the Commitment Letter. If a notice of prepayment is given by Borrowers Borrower to Lender pursuant to this Section 2.4.1, the amount designated for prepayment and all other sums required under this Section 2.4 shall be due and payable on the proposed prepayment date; provided, however, Borrowers Borrower shall have the right to postpone or revoke such prepayment upon written notice to Lender not less than two (2) Business Days on the date immediately prior to the date such prepayment is due so long as Borrowers pay Borrower pays Lender and/or Servicer all actual out-of-pocket third party costs and expenses incurred by Lender and/or or Servicer in connection with such postponement postponement. In the event that any prepayment occurs prior to the applicable Determination Date it may be impossible for Borrower and Lender to calculate with certainty the interest that would have accrued at the Applicable Interest Rate on the amount then prepaid through the end of the Interest Period in which such prepayment occurs. Accordingly, in the event that the Debt is prepaid prior to the Determination Date applicable to the Interest Period in which such prepayment occurs, the interest that would have accrued at the Applicable Interest Rate on the amount then prepaid through the end of the Interest Period in which such prepayment occurs shall be calculated based on an interest rate (the “Assumed Note Rate”) equal to the sum of (i) LIBOR for the Interest Period prior to the Interest Period in which such prepayment occurs, plus (ii) the Spread, plus (iii) one percent (1.00%). Thereafter, on the Determination Date applicable to the Interest Period in which such prepayment occurs, Lender shall determine the Applicable Interest Rate as if such prepayment had not occurred. If it is determined by Lender that the Applicable Interest Rate for the Interest Period in which such prepayment occurs is less than the Assumed Note Rate, Lender shall promptly refund to Borrower, without interest, an amount equal to the difference between the interest paid by Borrower for the Interest Period in which such prepayment occurs calculated at the Assumed Note Rate and the amount of interest for said Interest Period calculated at the actual Applicable Interest Rate. Alternatively, in the event that it is determined that the actual Applicable Interest Rate applicable to the Interest Period in which such prepayment occurs is greater than the Assumed Note Rate, Borrower shall promptly pay to Lender, without additional interest or revocationother late charges or penalties (and in no event later than the fifteen (15th) day of the month in which such prepayment occurs), an amount equal to the difference between the interest paid by Borrower for the Interest Period in which such prepayment occurs on the prepaid amount calculated at the Assumed Note Rate and the amount of interest for said Interest Period calculated at the actual Applicable Interest Rate.

Voluntary Prepayments. From and after Except as otherwise expressly set forth in this Section 2.4 or in connection with a release of an Individual Property conducted in accordance with Section 2.5.2 below or a Partial Release conducted in accordance with Section 2.5.6 below, Borrower shall not have the date hereof, so long as no Event of Default has occurred and is continuing, Borrowers may, at their option and upon at least ten (10) days prior written notice right to Lender (or such shorter period as may be permitted by Lender), prepay the Debt Loan in whole or in part. Provided that Borrower has not previously elected to defease the Loan in whole in accordance with Section 2.8.1 hereof, but Borrower may prepay the Loan (a) from and after the Permitted Release Date (1) in whole or (2) in connection with a Partial Release conducted in accordance with Section 2.5.6 below, in part, and/or (b) from and after the Closing Date, solely in connection with a release of an Individual Property conducted in accordance with Section 2.5.2 below , in part provided, that, in each case, (i) no event shall any partial prepayment be Event of Default is continuing as of the date of the applicable prepayment; (ii) Borrower gives Lender not less than $5,000,000.00ten (10) days’ prior written notice of the principal amount of the Loan that Borrower intends to prepay and the intended date of prepayment, which notice shall be revocable by Borrower at any time (the “Prepayment Notice”); provided that any prepayment is accompanied by and (aiii) Borrower pays Lender, in addition to the outstanding principal amount of the Loan to be prepaid (A) if such prepayment occurs does not occur on a date other than a Payment Date, all interest which that would have accrued on the principal amount of the Loan to be paid through, but not including, prepaid through and including the next succeeding ninth (9th) last day of a calendar month, the Interest Period related to the Payment Date following the date of such prepayment or, if such prepayment occurs on a Payment Date, any interest that would have accrued on the principal amount of the Loan to be prepaid through and including the last day of the Interest Period immediately prior to the applicable preceding such Payment Date; (b) if such prepayment occurs prior to the Spread Maintenance Release Date, the Spread Maintenance Premium due with respect to the amount prepaid, if any; and (cB) all other sums then due and payable under this Agreement, the Note, and the other Loan Documents, including, but not limited to, the Breakage Costs, if any, the applicable Prepayment Fee, if any, and to all of Lender’s reasonable, actual out-of-pocket costs and expenses (including reasonable attorney’s fees and disbursements) incurred by Lender in connection with such prepayment. No Spread Maintenance Premium or, subject to the proviso at the end of this sentence, any other prepayment premium or fee shall be due in connection with any prepayment of the Loan (i) made after the Spread Maintenance Release Date, or (ii) made from the proceeds of and 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; provided, however, that the applicable Prepayment Fee shall be due in connection with any prepayment of the Loan made from the proceeds of any Minimum Mandatory Prepayment (or any partial payment on account thereof), Release Parcel Release Price, Adjacent Parcel Release Price and/or IP Release Price if any such prepayment shall occur prior to the Prepayment Fee Release Date. If a notice of prepayment is given by Borrowers to Lender pursuant to this Section 2.4.1, the amount designated for prepayment and all other sums required under this Section 2.4 shall be due and payable on the proposed prepayment date; provided, however, Borrowers shall have the right to postpone or revoke such prepayment upon written notice to Lender not less than two (2) Business Days prior to the date such prepayment is due so long as Borrowers pay Lender and/or Servicer all actual out-of-pocket third party costs and expenses incurred by Lender and/or Servicer in connection with a rescinded or extended Prepayment Notice and (C) if such postponement or revocationprepayment is made prior to the Yield Maintenance End Date, the Yield Maintenance Premium.

Voluntary Prepayments. From and after the date hereof, so long as no Event of Default has occurred and is continuing, Borrowers may, at their option and upon at least ten (10) days prior written notice to Lender (or such shorter period as may be permitted by Lender), prepay the Debt in whole or in part, but in no event shall any partial prepayment be less than $5,000,000.00; provided that any prepayment is accompanied by (ai) if such prepayment occurs on a date other than a Payment Date, all interest which would have accrued on the prepaid principal amount of the Loan to be paid through, but not including, the next succeeding ninth first (9th1st) day of a the next succeeding calendar month, or, if such prepayment occurs on a Payment Date, through and including the last day of the Interest Period that commenced immediately prior to the applicable Payment Date; (b) if such prepayment occurs prior to the Spread Maintenance Release Date, the Spread Maintenance Premium due with respect to the amount prepaid, if any; and (cii) all other sums due and payable under this Agreement, the NoteNotes, and the other Loan Documents, including, but not limited to, the Breakage Costs, if any, the applicable Prepayment Fee, if any, and all of Lender’s costs and expenses (including reasonable attorney’s fees and disbursements) incurred by Lender in connection with such prepayment. No Spread Maintenance Premium or, subject to the proviso at the end of this sentence, any other prepayment premium or fee shall be due in connection with any prepayment of the Loan (i) made after the Spread Maintenance Release Date, or (ii) made from 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; provided, however, that the applicable Prepayment Fee shall be due in connection with any prepayment of the Loan made from the proceeds of any Minimum Mandatory Prepayment (or any partial payment on account thereof), Release Parcel Release Price, Adjacent Parcel Release Price and/or IP Release Price if any such prepayment shall occur prior to the Prepayment Fee Release Date. If a notice of prepayment is given by Borrowers to Lender pursuant to this Section 2.4.1, the amount designated for prepayment and all other sums required under this Section 2.4 shall be due and payable on the proposed prepayment date; provided, however, Borrowers shall have the right to postpone or revoke such prepayment upon written notice to Lender not less than two (2) Business Days prior to the date such prepayment is due so long as Borrowers pay Lender and/or Servicer all actual out-of-pocket third party costs and expenses incurred by Lender and/or Servicer in connection with such postponement or revocation.. Absent the occurrence and continuance of an Event of Default, all amounts so prepaid shall be deposited into the Cash Management Account and applied in accordance with the terms of Section 2.6.2(b) hereof, provided that to the extent there are then sufficient funds on deposit in the Cash Management Account to fund the payments described in clauses (i) – (xi) of Section 2.6.2(b), all funds in excess of such payment amounts shall be immediately applied:

Voluntary Prepayments. From Except as otherwise provided in this Agreement, Borrower shall not have the right to prepay the Loan in whole or in part prior to the Stated Maturity Date. Notwithstanding the foregoing, on the Payment Date occurring in January, 2017 (the “Lockout Expiration Date”) and after the date hereofon any Business Day thereafter, so long as no Event of Default has occurred and is continuing, Borrowers Borrower may, at their its option and upon at least ten (10) days Business Days’ prior written notice to Lender (or provided such shorter period as notice shall be revocable at any time and for any reason by Borrower and may be permitted by adjourned on a day-to-day basis on reasonable notice to Lender), prepay the Debt in whole or in part, but in no event Borrower shall pay any partial prepayment be less than $5,000,000.00; provided that any prepayment is accompanied by (a) if such prepayment occurs on a date other than a Payment Date, all interest which would have accrued on the amount of the Loan to be paid through, but not including, the next succeeding ninth (9th) day of a calendar month, or, if such prepayment occurs on a Payment Date, through and including the last day of the Interest Period immediately prior to the applicable Payment Date; (b) if such prepayment occurs prior to the Spread Maintenance Release Date, the Spread Maintenance Premium due with respect to the amount prepaid, if any; and (c) all other sums due and payable under this Agreement, the Note, and the other Loan Documents, including, but not limited to, the Breakage Costs, if any, the applicable Prepayment Fee, if any, and all of Lender’s costs and actual reasonable out-of-pocket expenses (including reasonable attorney’s fees and disbursements) incurred by Lender in connection with such prepayment. No Spread revocation and/or adjournment), prepay the entire Principal Amount in whole (but not in part) without payment of the Yield Maintenance Premium oror other penalty or premium; provided, subject that as a condition precedent to such prepayment, Borrower shall also cause (i) First Mezzanine Borrower to prepay the entire Principal Amount (First Mezzanine) in whole in accordance with the terms of the First Mezzanine Loan Agreement and (ii) First Mezzanine Borrower to cause Mortgage Borrower to prepay the entire Principal Amount (Mortgage) in whole in accordance with the terms of the Mortgage Loan Agreement, in each case simultaneously with such prepayment of the entire Principal Amount. If Borrower prepays the entire Principal Amount, Borrower shall pay Lender, in addition to the proviso at the end of this sentencePrincipal Amount, any other prepayment premium or fee shall be due all Applicable Interest. Except in connection with any a prepayment of the Floating Rate Component (Mortgage) as expressly permitted under the Mortgage Loan Agreement, Borrower shall not consent to or permit, or allow First Mezzanine Borrower to consent to or permit, a prepayment of the Mortgage Loan or the First Mezzanine Loan (i) made after the Spread Maintenance Release Date, or (ii) made from 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; provided, however, that the applicable Prepayment Fee shall be due other than in connection with any prepayment the simultaneous repayment of the Loan, in its entirety and in accordance with the terms and provisions of the Loan made from Documents and the proceeds of any Minimum Mandatory Prepayment (or any partial payment on account thereofSenior Loan Documents, respectively), Release Parcel Release Priceunless it obtains the prior written consent of Lender, Adjacent Parcel Release Price and/or IP Release Price if any such prepayment shall occur prior to the Prepayment Fee Release Date. If a notice of prepayment is which consent may be given by Borrowers to Lender pursuant to this Section 2.4.1, the amount designated for prepayment and all other sums required under this Section 2.4 shall be due and payable on the proposed prepayment date; provided, however, Borrowers shall have the right to postpone or revoke such prepayment upon written notice to Lender not less than two (2) Business Days prior to the date such prepayment is due so long as Borrowers pay Lender and/or Servicer all actual out-of-pocket third party costs and expenses incurred withheld by Lender and/or Servicer in connection with such postponement or revocationits sole discretion.

Voluntary Prepayments. From and after (a) Except in connection with a Replacement Property Transaction, Borrower shall not have the date hereof, so long as no Event of Default has occurred and is continuing, Borrowers may, at their option and upon at least ten (10) days prior written notice right to Lender (or such shorter period as may be permitted by Lender), prepay the Debt Loan in whole or in part. Borrower may, but in no event shall at any partial prepayment be less than $5,000,000.00; provided that any prepayment is accompanied by (a) if such prepayment occurs on a date other than a Payment Datetime, all interest which would have accrued on the amount of prepay the Loan to be paid through, but not including, the next succeeding ninth (9th) day of a calendar month, or, if such prepayment occurs on a Payment Date, through and including the last day of the Interest Period immediately prior to the applicable Payment Date; (b) if such prepayment occurs prior to the Spread Maintenance Release Date, the Spread Maintenance Premium due with respect to the amount prepaid, if any; and (c) all other sums due and payable under this Agreement, the Note, and the other Loan Documents, including, but not limited to, the Breakage Costs, if any, the applicable Prepayment Fee, if any, and all of Lender’s costs and expenses (including reasonable attorney’s fees and disbursements) incurred by Lender in full in connection with such prepaymenta Replacement Property Transaction. No Spread Maintenance Premium orUpon identifying a Replacement Property, subject Borrower and Lender shall use commercially reasonable efforts to effectuate the proviso at Replacement Property Transaction and minimize all costs, fees (including consent fees), taxes and expenses incurred by Borrower and Lender in consummating the end of this sentence, any other prepayment premium or fee shall be due Replacement Property Transaction (it being understood that as used in connection with any prepayment of Borrower’s obligations to effectuate the Loan Replacement Property Transaction, “commercially reasonable efforts” shall not require Borrower to (i) made after take any action that would result in a breach of the Spread Maintenance Release DatePermitted JPM Indebtedness Documents or the Permitted Indenture Documents, or (ii) made from the proceeds require payment of more than its Proportional Share of any Minimum Mandatory Prepayment (or any partial payment on account thereof)actual, Non-Qualified Mandatory Prepayment, Additional Non-Qualified Mandatory Prepayment, Release Parcel Release Price, Adjacent Parcel Release Price and/or IP Release Price; provided, however, that the applicable Prepayment Fee shall be due in connection with any prepayment of the Loan made from the proceeds of any Minimum Mandatory Prepayment (or any partial payment on account thereof), Release Parcel Release Price, Adjacent Parcel Release Price and/or IP Release Price if any such prepayment shall occur prior to the Prepayment Fee Release Date. If a notice of prepayment is given by Borrowers to Lender pursuant to this Section 2.4.1, the amount designated for prepayment and all other sums required under this Section 2.4 shall be due and payable on the proposed prepayment date; provided, however, Borrowers shall have the right to postpone or revoke such prepayment upon written notice to Lender not less than two (2) Business Days prior to the date such prepayment is due so long as Borrowers pay Lender and/or Servicer all actual out-of-pocket third fees (however denominated) to any other party costs with respect to any amendment or waiver of any provision of any agreement to which Borrower, Guarantor or any of their Affiliates is party as of the date hereof, including any ground lease, credit agreement or indenture, including without limitation the Permitted JPM Indebtedness and expenses incurred by the Permitted Indenture Notes (without limitation to Borrower’s obligation to minimize any such costs, Lender and/or Servicer shall pay, or reimburse Borrower or its Affiliates for, its Proportional Share of all such actual, out-of-pocket fees promptly following Borrower’s written request for such payment or reimbursement and submission of documentation regarding such payment or (iii) pay for more than its Proportional Share of any actual, out of pocket income tax liability allocable to the sale of such Replacement Property, transfer tax or other tax liability arising as a result of the closing of such Replacement Property Transaction, including any Qualifying Real Estate Property Taxes Excess (without limitation to Borrower’s obligation to minimize any such costs, Lender shall pay, or reimburse Borrower or its Affiliates for, its Proportional Share of all such taxes and tax liabilities promptly following Borrower’s written request for such payment or reimbursement and submission of documentation regarding such payment). The Obligations of the Borrower under this Agreement and the Note shall be deemed to have been satisfied in connection full upon consummation of the Replacement Property Transaction in accordance with such postponement or revocationthe definition thereof.

Voluntary Prepayments. (a) From and after the date hereof, so long as no Event of Default has occurred and is continuing, Borrowers may, at their option and upon at least ten (10) days prior written notice to Lender (or such shorter period as may be permitted by Lender), prepay the Debt in whole or in part, but in no event shall any partial prepayment be less than $5,000,000.00; provided that any prepayment is accompanied by (ai) if such prepayment occurs on a date other than a Payment Date, all interest which would have accrued on the amount of the Loan to be each Component paid (in accordance with Section 2.4.3(a) hereof) through, but not including, the next succeeding ninth (9th) day of a calendar month, or, if such prepayment occurs on a Payment Date, through and including the last day of the Interest Period immediately prior to the applicable Payment Date; (bii) if such prepayment occurs prior to the Spread Maintenance Release Date, the Spread Maintenance Premium due with respect to the amount prepaid, if any; and (ciii) all other sums due and payable under this Agreement, the NoteNotes, and the other Loan Documents, including, but not limited to, the Breakage Costs, if any, the applicable Prepayment Fee, if any, the Exit Fee (or the applicable portion thereof), if applicable, and all of Lender’s costs and expenses (including reasonable attorney’s fees and disbursements) incurred by Lender in connection with such prepayment. No Spread Maintenance Premium or, subject to the proviso at the end of this sentence, any other prepayment premium or fee (except as and to the extent provided in Section 2.8 hereof) shall be due in connection with any prepayment of the Loan (iA) made from the proceeds of any Mezzanine Prepayment, (B) made from the proceeds of the Quarterly Deficiency Relinquishment Prepayment, if applicable, (C) made after the Spread Maintenance Release Date, or (iiD) made from 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; provided, however, that the applicable Prepayment Fee shall be due in connection with any prepayment of the Loan made from the proceeds of any Minimum Mandatory Prepayment (or any partial payment on account thereof), Release Parcel Release Price, Adjacent Parcel Release Price and/or IP Release Price if any such prepayment shall occur prior to the Prepayment Fee Release Date. If a notice of prepayment is given by Borrowers to Lender pursuant to this Section 2.4.1, the amount designated for prepayment and all other sums required under this Section 2.4 shall be due and payable on the proposed prepayment date; provided, however, Borrowers shall have the right to postpone or revoke such prepayment upon written notice to Lender not less than two (2) Business Days prior to the date such prepayment is due so long as Borrowers pay Lender and/or Servicer all actual out-of-pocket third party costs and expenses incurred by Lender and/or Servicer in connection with such postponement or revocation.

Voluntary Prepayments. From and after the date hereof, so long as no Event of Default has occurred and is continuing, Borrowers may, at their option and upon at least ten (10) days prior written notice to Lender (or such shorter period as may be permitted by Lender), prepay the Debt in whole or in part, but in no event shall any partial prepayment be less than $5,000,000.00; provided that any prepayment is accompanied by (a) if such prepayment occurs on a date other than a Payment Date, all interest which would have accrued on the amount of the Loan to be paid through, but not including, the next succeeding ninth (9th) day of a calendar month, or, if such prepayment occurs on a Payment Date, through and including the last day of the Interest Period immediately prior to the applicable Payment Date; (b) if such prepayment occurs prior to the Spread Maintenance Release Date, the Spread Maintenance Premium due with respect to the amount prepaid, if any; and (c) all other sums due and payable under this Agreement, the Note, and the other Loan Documents, including, but not limited to, the Breakage Costs, if any, the applicable Prepayment Fee, if any, and all of Lender’s costs and expenses (including reasonable attorney’s fees and disbursements) incurred by Lender in connection with such prepayment. No Spread Maintenance Premium or, subject to the proviso at the end of this sentence, any other prepayment premium or fee shall be due in connection with any prepayment of the Loan (i) made after the Spread Maintenance Release Date, or (ii) made from 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; provided, however, that the applicable Prepayment Fee shall be due in connection with any prepayment of the Loan made from the proceeds of any Minimum Mandatory Prepayment (or any partial payment on account thereof), Release Parcel Release Price, Adjacent Parcel Release Price and/or IP Release Price if any such prepayment shall occur prior to the Prepayment Fee Release Date. If a notice of prepayment is given by Borrowers to Lender pursuant to this Section 2.4.1, the amount designated for prepayment and all other sums required under this Section 2.4 shall be due and payable on the proposed prepayment date; provided, however, Borrowers Borrower shall have the right at its option from time to postpone time to prepay the Loan in whole or revoke such prepayment upon written notice part on the dates set forth in this Section 3.6 (except as provided below or in Section 3.7 [Additional Compensation in Certain Circumstances] hereof). If all or any portion of the Loan is prepaid for any reason (excluding applications of any casualty or condemnation proceeds or principal curtailment pursuant to Article IV hereof): (a) at any time prior to a date that is twelve (12) months following the Closing Date (“Prepayment Lockout Period 1”), the Borrower shall pay to Lender not less than a prepayment fee equal to five percent (5.00%) of the then outstanding principal balance of the Loan, (b) at any time after the Prepayment Lockout Period 1 but prior to a date that is twenty-four (24) months following the Closing Date (“Prepayment Lockout Period 2”), the Borrower shall pay to Lender a prepayment fee equal to four percent (4.00%) of the then outstanding principal balance of the Loan, (c) at any time after the Prepayment Lockout Period 2 but prior to a date that is forty-eight (48) months after the Closing Date (“Prepayment Lockout Period 3”), the Borrower shall pay to Lender a prepayment fee equal to three percent (3.00%) of the then outstanding principal balance of the Loan; (d) at any time after the Prepayment Lockout Period 3 but prior to a date that is seventy-two (272) Business Days months after the Closing Date (“Prepayment Lockout Period 4”), the Borrower shall pay to Lender a prepayment fee equal to three percent (3.00%) of the then outstanding principal balance of the Loan; (e) at any time after the Prepayment Lockout Period 4 but prior to a date that is ninety-six (96) months after the Closing Date (“Prepayment Lockout Period 5”), the Borrower shall pay to Lender a prepayment fee equal to two percent (2.00%) of the then outstanding principal balance of the Loan; and (f) at any time after the Prepayment Lockout Period 6 but prior to a date such that is one hundred eight (108) months after the Closing Date (“Prepayment Lockout Period 6”), the Borrower shall pay to Lender a prepayment is due so long as Borrowers pay Lender and/or Servicer all actual outfee equal to one percent (1.00%) of the then outstanding principal balance of the Loan. There shall be no prepayment premium for any prepayments made after the Prepayment Lockout Period 6. Partial prepayments shall be applied to installments of principal in their inverse order of maturity. Prepaid funds may not be re-of-pocket third party costs and expenses incurred by Lender and/or Servicer in connection with such postponement or revocationborrowed.

Voluntary Prepayments. From Except as otherwise provided herein, Borrower shall not have the right to prepay the Loan in whole or in part. On and after the date hereof, so long as no Event of Default has occurred and is continuing, Borrowers Permitted Prepayment Date Borrower may, at their its option and upon at least ten thirty (1030) days prior written notice to Lender (or such shorter period as may be permitted by Lender), prepay the Debt in whole or but not in part; provided, but in no event shall any partial prepayment be less than $5,000,000.00; provided that however, any prepayment is received by Lender prior to November 10, 2008 shall be accompanied by (a) if such the applicable Prepayment Fee. Any prepayment occurs received by Lender on a date other than a Monthly Payment Date, all Date shall include interest which would have accrued thereon to the next Monthly Payment Date; provided, however, that no prepayment shall be permitted on any date during the period commencing on the amount of the Loan to be paid throughfirst calendar day immediately following a Monthly Payment Date to, but not including, the next succeeding ninth (9th) day of a Determination Date in such calendar month, orunless consented to be Lender in its sole discretion. Any notice of prepayment shall be revocable by Borrower, if such prepayment occurs except during the period commencing on a Payment Date, through and including the last day of the Interest Period immediately date five (5) Business Days prior to the applicable Payment Datedate of prepayment set forth in such notice of prepayment and ending on such date, during which time such notice is irrevocable; provided, Borrower may not revoke more than two (b2) if such notices of prepayment occurs in any twelve (12) month period. If Borrower elects to revoke a notice of prepayment in accordance with the prior sentence, Borrower shall indemnify and pay to Lender immediately upon request the Spread Maintenance Release Date, the Spread Maintenance Premium due with respect to the amount prepaid, if any; and (c) all other sums due and payable under this Agreement, the Note, and the other Loan Documents, including, but not limited to, the Breakage Costs, if any, the applicable Prepayment Fee, if any, and all of Lender’s costs and actual out-of-pocket expenses (including reasonable attorney’s fees and disbursements) incurred by Lender in connection with such prepayment. No Spread Maintenance Premium orrevocation, subject including but not limited to the proviso at the end Breakage Costs as well as any and all costs of this sentence, any other prepayment premium or fee shall be due in connection with holder of any prepayment portion of the Loan (i) made after the Spread Maintenance Release Date, or (ii) made from the proceeds Securities which was caused as a result 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; provided, however, that the applicable Prepayment Fee shall be due in connection with any prepayment of the Loan made from the proceeds of any Minimum Mandatory Prepayment (or any partial payment on account thereof), Release Parcel Release Price, Adjacent Parcel Release Price and/or IP Release Price if any such prepayment shall occur prior to the Prepayment Fee Release Date. If a notice of prepayment is given by Borrowers to Lender pursuant to this Section 2.4.1, the amount designated for prepayment and all other sums required under this Section 2.4 shall be due and payable on the proposed prepayment date; provided, however, Borrowers shall have the right to postpone or revoke such prepayment upon written notice to Lender not less than two (2) Business Days prior to the date such prepayment is due so long as Borrowers pay Lender and/or Servicer all actual out-of-pocket third party costs and expenses incurred by Lender and/or Servicer in connection with such postponement or revocation.

Voluntary Prepayments. From and after Borrower may prepay the date hereofLoan in whole or in part, so long without penalty or premium (other than payment of the Minimum Multiple as no Event of Default has occurred and is continuingprovided below), Borrowers may, at their option and upon at least ten (10) days Business Days’ prior written notice to Lender Administrative Agent, which notice (or each, a “Prepayment Notice”) shall specify the Business Day upon which such shorter period as prepayment shall be made (each such date, a “Prepayment Date”) and may be permitted revoked by LenderBorrower by written notice to Administrative Agent up until and including the Prepayment Date (provided that Borrower pays all actual out-of-pocket costs and expenses incurred by Administrative Agent or any Lender on account of such revocation), prepay provided that, together with such principal prepayment, Borrower pays: (A) all accrued and unpaid interest on the Debt in whole or in partapplicable portion of the Loan being prepaid to and including the applicable Prepayment Date, but in no event shall any partial prepayment be less than $5,000,000.00; provided that any prepayment is accompanied (B) all other sums then due and payable by Borrower under the Loan Documents with respect to the portion of the Loan being prepaid, (aC) if such prepayment occurs on a date other than Prepayment Date is not a Payment Date, all interest which that would have accrued on the amount applicable portion of the Loan to be paid through, but not including, the next succeeding ninth (9th) day of a calendar month, or, if such prepayment occurs on a Payment Date, being prepaid through and including the last day of the Interest Period immediately prior to the applicable Payment Date; (b) if within which such prepayment occurs prior to the Spread Maintenance Release DatePrepayment Date occurs, the Spread Maintenance Premium due with respect to the amount prepaid, if any; and (cD) all other sums due and payable under this Agreement, the Note, and the other Loan Documents, including, but not limited to, the Breakage Costs, if any, the applicable Prepayment Fee, if any, and all of Lender’s costs and expenses (including reasonable attorney’s fees and disbursements) incurred by Lender in connection contemporaneous with such prepayment. No Spread Maintenance Premium or, subject to the proviso at the end of this sentence, any other prepayment premium or fee shall be due in connection with any prepayment of the Loan (i) made after the Spread Maintenance Release Date, or (ii) made from the proceeds of any Minimum Mandatory Prepayment in full (or any partial payment a portion thereof, as the case may be) Borrower shall also cause the Mortgage Borrower to prepay the Mortgage Loan or a corresponding percentage thereof based on account thereof)the Loan Percentage Share in accordance with the provisions of the Mortgage Loan Agreement. If the Minimum Multiple has not been satisfied as of the date of final repayment of the Loan, Non-Qualified Mandatory Prepayment, Additional Non-Qualified Mandatory Prepayment, Release Parcel Release Price, Adjacent Parcel Release Price and/or IP Release Price; provided, however, that the applicable Prepayment Fee shall be due in connection with any Borrower’s final prepayment or repayment of the Loan made from in full shall, in addition to all amounts required above, include the proceeds of any amount necessary to satisfy the Minimum Mandatory Prepayment (or any partial payment on account thereof), Release Parcel Release Price, Adjacent Parcel Release Price and/or IP Release Price if any Multiple and such prepayment amount shall occur prior be distributed by Administrative Agent to the Lenders. Upon receipt of a Prepayment Fee Release Date. If a notice of prepayment is given by Borrowers to Lender Notice pursuant to this Section 2.4.12.12, Administrative Agent shall promptly (but in no event more than one (1) Business Day after Administrative Agent’s receipt of such written notice) notify each Lender of the contents thereof and of such Lender’s ratable share of the principal amount designated for prepayment and all other sums required under this Section 2.4 of such prepayment. Except as otherwise provided above, no portion of the Mezzanine Loan shall be due and payable on prepaid until the proposed prepayment date; provided, however, Borrowers shall have the right to postpone or revoke such prepayment upon written notice to Lender not less than two (2) Business Days prior to the date such prepayment is due so long as Borrowers pay Lender and/or Servicer all actual out-of-pocket third party costs and expenses incurred by Lender and/or Servicer Loan has been repaid in connection with such postponement or revocationfull.

Voluntary Prepayments. From Except as otherwise provided herein, Borrower shall not have the right to prepay the Loan in whole or in part. On and after the date hereof, so long as no Event of Default has occurred and is continuing, Borrowers Permitted Prepayment Date Borrower may, at their its option and upon at least ten thirty (1030) days prior written notice to Lender (or such shorter period as may be permitted by Lender), prepay the Debt in whole or but not in part; provided, but in no event shall any partial prepayment be less than $5,000,000.00; provided that however, any prepayment is received by Lender prior to February 10, 2009 shall be accompanied by (a) if such the applicable Prepayment Fee. Any prepayment occurs received by Lender on a date other than a Monthly Payment Date, all Date shall include interest which would have accrued thereon through and including the end of the Interest Period in which the next Monthly Payment Date occurs; provided, however, that no prepayment shall be permitted on any date during the period commencing on the amount of the Loan to be paid throughfirst calendar day immediately following a Monthly Payment Date to, but not including, the next succeeding ninth (9th) day of a Determination Date in such calendar month, orunless consented to by Lender in its sole discretion. Any notice of prepayment shall be revocable by Borrower, if such prepayment occurs except during the period commencing on a Payment Date, through and including the last day of the Interest Period immediately date five (5) Business Days prior to the applicable Payment Datedate of prepayment set forth in such notice of prepayment and ending on such date, during which time such notice is irrevocable; provided, Borrower may not revoke more than two (b2) if such notices of prepayment occurs in any twelve (12) month period. If Borrower elects to revoke a notice of prepayment in accordance with the prior sentence, Borrower shall indemnify and pay to Lender immediately upon request the Spread Maintenance Release Date, the Spread Maintenance Premium due with respect to the amount prepaid, if any; and (c) all other sums due and payable under this Agreement, the Note, and the other Loan Documents, including, but not limited to, the Breakage Costs, if any, the applicable Prepayment Fee, if any, and all of Lender’s costs and actual out-of-pocket expenses (including reasonable attorney’s fees and disbursements) incurred by Lender in connection with such prepayment. No Spread Maintenance Premium orrevocation, subject including but not limited to the proviso at the end Breakage Costs as well as any and all costs of this sentence, any other prepayment premium or fee shall be due in connection with holder of any prepayment portion of the Loan (i) made after the Spread Maintenance Release Date, or (ii) made from the proceeds Securities which was caused as a result 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; provided, however, that the applicable Prepayment Fee shall be due in connection with any prepayment of the Loan made from the proceeds of any Minimum Mandatory Prepayment (or any partial payment on account thereof), Release Parcel Release Price, Adjacent Parcel Release Price and/or IP Release Price if any such prepayment shall occur prior to the Prepayment Fee Release Date. If a notice of prepayment is given by Borrowers to Lender pursuant to this Section 2.4.1, the amount designated for prepayment and all other sums required under this Section 2.4 shall be due and payable on the proposed prepayment date; provided, however, Borrowers shall have the right to postpone or revoke such prepayment upon written notice to Lender not less than two (2) Business Days prior to the date such prepayment is due so long as Borrowers pay Lender and/or Servicer all actual out-of-pocket third party costs and expenses incurred by Lender and/or Servicer in connection with such postponement or revocation.

Voluntary Prepayments. From and after the date hereofUpon payment of any fees due under subsection 2.15, so long as no Event of Default has occurred and is continuing, Borrowers any Borrower may, at their option any time and from time to time upon at least not less than ten (10) days Business Days prior written notice to Lender (or such shorter period as may be permitted by Lender)the Agent, prepay the Debt Term Loans in full or in part in an aggregate minimum amount of $250,000. Upon prepayment in full and termination of all Commitments hereunder, the Borrowers shall cause any Issuing Lender to be released from all liability under any Lender Guarantees or the Borrowers will (i) cause to be issued to and for the benefit of any Issuing Lender a letter of credit in form and substance acceptable to such Lender issued by a bank or other lender acceptable to such Issuing Lender or (ii) deposit cash collateral with the Agent, for the benefit of the Issuing Lender, in either case, in an amount equal to the Lender Guaranty Liability with respect to each Lender Guaranty that will remain outstanding after prepayment in full. After notice of prepayment is given, the amount specified to be prepaid in such notice shall become due and payable on the prepayment date. Any partial prepayment of the WQMC Series A Term Loan or the WQMC Series B Term Loans shall be applied, FIRST in payment of the scheduled installment of the WQMC Series B Term Loan in inverse order of maturity and THEN, in payment of the scheduled installments of the Series A Term Loans in inverse order of maturity. Any partial prepayment of any other Term Loan by any other Borrower shall be applied in inverse order of maturity of such Borrower's Term Loan. The Revolving Loan may be repaid, in whole or in part, but at any time and from time to time without premium or penalty; PROVIDED, HOWEVER, upon prepayment in no event shall full of the Revolving Loan, the termination of the Revolving Loan Facility and payment of any partial prepayment be less than $5,000,000.00; provided that any prepayment is accompanied by (a) if such prepayment occurs on a date other than a Payment Datefees due under subsection 2.15, all interest which would have accrued on the full amount of the Loan to be paid through, but not including, the next succeeding ninth (9th) day of a calendar month, or, if such prepayment occurs on a Payment Date, through and including the last day of the Interest Period immediately prior to the applicable Payment Date; (b) if such prepayment occurs prior to the Spread Maintenance Release Date, the Spread Maintenance Premium due with respect to the amount prepaid, if any; and (c) all other sums due and payable under this Agreement, the Note, and the other Loan Documents, including, but not limited to, the Breakage Costs, if any, the applicable Prepayment Fee, if any, and all of Lender’s costs and expenses (including reasonable attorney’s fees and disbursements) incurred by Lender in connection with such prepayment. No Spread Maintenance Premium or, subject to the proviso at the end of this sentence, any other prepayment premium or fee shall be due in connection with any prepayment of the Loan (i) made after the Spread Maintenance Release Date, or (ii) made from 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; provided, however, that the applicable Prepayment Fee shall be due in connection with any prepayment of the Loan made from the proceeds of any Minimum Mandatory Prepayment (or any partial payment on account thereof), Release Parcel Release Price, Adjacent Parcel Release Price and/or IP Release Price if any such prepayment shall occur prior to the Prepayment Fee Release Date. If a notice of prepayment is given by Borrowers to Lender pursuant to this Section 2.4.1, the amount designated for prepayment and all other sums required under this Section 2.4 Term Loans shall be due and payable on payable. Notwithstanding anything herein to the proposed prepayment date; providedcontrary, however, Borrowers shall have the right to postpone or revoke such prepayment upon written notice to Lender not less than two (2) Business Days no LIBOR Rate Loan may be voluntarily prepaid prior to the date end of its then current Interest Period unless the Borrower has reimbursed the Agent and each Lender for all reasonable losses, expenses and liabilities arising as a result of such prepayment is due so long as Borrowers pay Lender and/or Servicer all actual out-of-pocket third party costs and expenses incurred by Lender and/or Servicer in connection with such postponement or revocationof a LIBOR Rate Loan.

Voluntary Prepayments. From and after the date hereof, so long as no Event of Default has occurred and is continuing, Borrowers Any Borrower Party may, upon delivery of a Repayment Notice to the Administrative Agent, at their option and upon at least ten (10) days prior written notice any time or from time to Lender (or such shorter period as may be permitted by Lender), time voluntarily prepay the Debt Loans in whole or in part, but in no event shall any partial prepayment be less than $5,000,000.00part without premium or penalty; provided that any prepayment is accompanied by that: (a) such Repayment Notice must be received by the Administrative Agent not later than 11:00 a.m.: (i) (x) in the case of any prepayment of SOFR Loans, (x) if the then-current Benchmark is Adjusted Term SOFR, three (3) U.S. Government Securities Business Days prior to the date of such proposed prepayment occurs on or (y) if the then-current Benchmark is Daily Compounded SOFR, five (5) U.S. Government Securities Business Days prior to the date of such proposed prepayment; and (ii) in the case of any prepayment of Base Rate Loans, one (1) Business Day prior to the date of such prepayment; and (b) any prepayment of Loans shall be in a date other than a Payment Date, all interest which would have accrued on the principal amount of the Loan to be paid through, but not including, the next succeeding ninth (9th) day $250,000 or a whole multiple of a calendar month$250,000 in excess thereof, or, if less, the entire principal amount thereof then outstanding. Each such Repayment Notice shall specify the date (which shall be a Business Day) and amount of such prepayment occurs on and the Type(s) of Loans to be prepaid (and each Repayment Notice submitted by a Payment Date, through and including the last day Qualified Borrower must be countersigned by a Responsible Officer of the Interest Period immediately prior to the applicable Payment Date; (b) if Borrower). The Administrative Agent will promptly notify each Lender of its receipt of each such prepayment occurs prior to the Spread Maintenance Release DateRepayment Notice, the Spread Maintenance Premium due with respect to and of the amount prepaid, if any; and (c) all other sums due and payable under this Agreement, the Note, and the other Loan Documents, including, but not limited to, the Breakage Costs, if any, the applicable Prepayment Fee, if any, and all of such Lender’s costs and expenses (including reasonable attorney’s fees and disbursements) incurred by Applicable Lender in connection with Percentage of such prepayment. No Spread Maintenance Premium or, subject to the proviso at the end of this sentence, any other prepayment premium or fee shall be due in connection with any prepayment of the Loan (i) made after the Spread Maintenance Release Date, or (ii) made from 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; provided, however, that the applicable Prepayment Fee shall be due in connection with any prepayment of the Loan made from the proceeds of any Minimum Mandatory Prepayment (or any partial payment on account thereof), Release Parcel Release Price, Adjacent Parcel Release Price and/or IP Release Price if any If such prepayment shall occur prior to the Prepayment Fee Release Date. If a notice of prepayment Repayment Notice is given by Borrowers to Lender pursuant to this Section 2.4.1a Borrower Party, the amount designated for such Borrower Party shall make such prepayment and all other sums required under this Section 2.4 the payment amount specified in such Repayment Notice shall be due and payable on the proposed date specified therein. Any prepayment date; provided, however, Borrowers of a Loan shall have be accompanied by (to the right extent timely invoiced to postpone or revoke the relevant Borrower) any additional amounts required pursuant to Section 4.05. Each such prepayment upon written notice to Lender not less than two (2) Business Days prior shall be applied to the date such prepayment is due so long as Borrowers pay Obligations held by each Lender and/or Servicer all actual out-of-pocket third party costs and expenses incurred by Lender and/or Servicer in connection accordance with such postponement or revocationits respective share of the Type(s) of Loans to be repaid.

Voluntary Prepayments. From and after Borrower shall have the date hereof, so long as no Event of Default has occurred and is continuing, Borrowers mayright, at their option any time and upon at least ten (10) days prior written notice from time to Lender (or such shorter period as may be permitted by Lender)time, to prepay the Debt in whole Loans without penalty or in part, but in no event premium. Borrower shall give Lender notice of any partial prepayment be less than $5,000,000.00; provided that any prepayment is accompanied by (a) if such prepayment occurs on a date other than a Payment Date, all interest which would have accrued on the amount of the Loan to be paid through, but not including, the next succeeding ninth (9th) day of a calendar month, or, if such prepayment occurs on a Payment Date, through and including the last day of the Interest Period immediately prior to the applicable Payment Date; (b) if such prepayment occurs prior to the Spread Maintenance Release Date, the Spread Maintenance Premium due with respect to the amount prepaid, if any; Base Rate Loans and (c) all other sums due and payable under this Agreement, the Note, and the other Loan Documents, including, but not limited to, the Breakage Costs, if any, the applicable Prepayment Fee, if any, and all of Lender’s costs and expenses (including reasonable attorney’s fees and disbursements) incurred by Lender in connection with such prepayment. No Spread Maintenance Premium or, subject to the proviso at the end of this sentence, any other prepayment premium or fee shall be due in connection with any prepayment of the Loan (i) made after the Spread Maintenance Release Date, or (ii) made from 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; provided, however, that the applicable Prepayment Fee shall be due in connection with any prepayment of the Loan made from the proceeds of any Minimum Mandatory Prepayment (or any partial payment on account thereof), Release Parcel Release Price, Adjacent Parcel Release Price and/or IP Release Price if any such prepayment shall occur prior to the Prepayment Fee Release Date. If a notice of prepayment is given by Borrowers to Lender pursuant to this Section 2.4.1, the amount designated for prepayment and all other sums required under this Section 2.4 shall be due and payable on the proposed prepayment date; provided, however, Borrowers shall have the right to postpone or revoke such prepayment upon written notice to Lender not less than two (2) Eurodollar Business Days prior written notice of any such prepayment with respect to LIBOR Rate Loans. In each case, such notice shall specify the date on which such prepayment is to be made (which shall be a Business Day or Eurodollar Business Day, as applicable), and the amount of such prepayment. Each such prepayment shall be in an aggregate minimum amount of $100,000, and integral multiples of $50,000 in excess of such amount, in each case, and shall include interest accrued on the amount prepaid to, but not including, the date of payment in accordance with the terms hereof (or, in each case, such lesser amount constituting the amount of all Loans then outstanding). All prepayments of the Loans made pursuant to this Section 2.9 after the date when the Loans have been converted into a term loan pursuant to the provisions of Section 2.3(e) shall be applied pro rata against the remaining installments of principal due so long as Borrowers pay Lender and/or Servicer all actual out-of-pocket third party costs and expenses incurred in respect thereof Borrower may prepay any LIBOR Rate Loan provided that if the prepayment is made prior to the end of the Interest Period, such prepayment is accompanied by a fee (“LIBOR Prepayment Fee”) equal to the amount, if any, by which (i) the additional interest which would have been earned by Lender and/or Servicer had the LIBOR Rate Loan not been prepaid, at the LIBOR Rate that would have been applicable thereto, for the period from the date of such prepayment to the last day of the then current Interest Period therefore, exceeds (ii) the interest which would have been recoverable by Lender by placing the amount of the LIBOR Rate Loan on deposit in connection with such postponement or revocationthe LIBOR market for a period starting on the date on which it was prepaid and ending on the last day of the applicable Interest Period. Lender’s calculation (which shall be reasonably detailed and delivered to Borrower) of the LIBOR Prepayment Fee will be deemed conclusive absent manifest error.

Voluntary Prepayments. From and after the date hereof, so long as no Event of Default has occurred and is continuing, Borrowers Borrower may, at their option any time, terminate financing under this Agreement and upon prepay the Indebtedness in full (a “Voluntary Termination”) by providing Lender with written notice (the “Termination Notice”) at least ten ninety (1090) calendar days prior written notice to the specific date upon which Borrower intends to cease financing hereunder and prepay the Indebtedness in full (the “Termination Date”). After receipt of the Termination Notice, Lender shall cease making advances under this Agreement and all Indebtedness shall be immediately due and payable upon the earlier of the Maturity Date or the Termination Date, as applicable. In connection with a Voluntary Termination, the Indebtedness owing and to be paid by Borrower to Lender on the Termination Date shall include as liquidated damages, not as a penalty, the Liquidated Damages. Notwithstanding any other provision of any Loan Document, no termination of financing under this Agreement shall affect Lender’s rights or any of the Indebtedness existing as of the Termination Date, and the provisions of the Loan Documents shall continue to be fully operative until the Indebtedness (other than indemnity obligations under the Loan Documents that are not then due and payable or such shorter period as may be permitted by Lender), prepay for which any events or claims that would give rise thereto are not then pending) have been fully performed and indefeasibly paid in cash in full. The Liens granted to the Debt Collateral Agent for the benefit of Lender under the Loan Documents and the financing statements filed pursuant thereto and the rights and powers of Secured Parties thereunder shall continue in whole or in part, but in no event shall any partial prepayment be less than $5,000,000.00; provided that any prepayment is accompanied by full force and effect until (a) if such prepayment occurs on a date all of the Indebtedness (other than a Payment Dateindemnity obligations under the Loan Documents that are not then due and payable or for which any events or claims that would give rise thereto are not then pending) has been fully performed and indefeasibly paid in full in cash, all interest which would have accrued on and (b) financing under this Agreement has been terminated, as provided herein. Lender hereby agrees to give Borrower written confirmation of the amount of the Loan to be paid through, but not including, the next succeeding ninth (9th) day Indebtedness in a timely fashion following receipt of a calendar month, or, if such prepayment occurs on a Payment Date, through and including the last day of the Interest Period immediately prior to the applicable Payment Date; (b) if such prepayment occurs prior to the Spread Maintenance Release Date, the Spread Maintenance Premium due with respect to the amount prepaid, if any; and (c) all other sums due and payable under this Agreement, the Note, and the other Loan Documents, including, but not limited to, the Breakage Costs, if any, the applicable Prepayment Fee, if any, and all of Lender’s costs and expenses (including reasonable attorney’s fees and disbursements) incurred by Lender in connection with such prepayment. No Spread Maintenance Premium or, subject to the proviso at the end of this sentence, any other prepayment premium or fee shall be due in connection with any prepayment of the Loan (i) made after the Spread Maintenance Release Date, or (ii) made from 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; provided, however, that the applicable Prepayment Fee shall be due in connection with any prepayment of the Loan made from the proceeds of any Minimum Mandatory Prepayment (or any partial payment on account thereof), Release Parcel Release Price, Adjacent Parcel Release Price and/or IP Release Price if any such prepayment shall occur prior to the Prepayment Fee Release Date. If a notice of prepayment is given by Borrowers to Lender pursuant to this Section 2.4.1, the amount designated for prepayment and all other sums required under this Section 2.4 shall be due and payable on the proposed prepayment date; provided, however, Borrowers shall have the right to postpone or revoke such prepayment upon written notice to Lender not less than two (2) Business Days prior to the date such prepayment is due so long as Borrowers pay Lender and/or Servicer all actual out-of-pocket third party costs and expenses incurred by Lender and/or Servicer in connection with such postponement or revocationTermination Notice.

Voluntary Prepayments. From and after Borrowers may voluntarily prepay the date hereofOutstanding Amount of the Loans, so long as no Event of Default has occurred and is continuingin whole or in part, Borrowers may, at their option and upon at least ten not less than three (103) days Business Days' prior irrevocable written notice by Administrative Borrower to Lender the Administrative Agent (or such shorter period as the Administrative Agent, in its sole discretion, may otherwise agree); provided, that any prepayment of the Term Loans shall be permitted by Lender), prepay the Debt in whole or in part, but in no event shall any partial prepayment be a principal amount of not less than $5,000,000.002,500,000, or an integral multiple of $250,000 in excess thereof (or, if less, the entire Outstanding Amount of the Term Loans). In connection with any voluntary prepayment of the Term Loans, Borrowers shall pay the sum of: (i) the Outstanding Amount of the Term Loans being paid or prepaid; provided plus (ii) the Make-Whole Amount (if applicable); plus (iii) accrued and unpaid interest (at the rate then applicable to the applicable Term Loans being prepaid) on the amounts on the Outstanding Amount of the Loans being paid or prepaid. All prepayments of the Term Loans shall be applied to the Outstanding Amount of the Term Loans. In connection with any such voluntary prepayment of the Term Loans, each Borrower acknowledges that such prepayment may result in Lenders incurring additional costs, expenses or liabilities, and that, as of the date hereof, it is difficult to ascertain the full extent of such costs, expenses or liabilities. Accordingly, each Borrower agrees that the Make-Whole Amount payable in connection with any such voluntary prepayment is accompanied by of the Term Loans, to the extent applicable, represents a reasonable estimate of the costs, expenses or liabilities of Lenders in connection with any such prepayment. Without affecting any of any Lending Party's rights and remedies hereunder or in respect hereof, if a Borrower fails to pay the Make-Whole Amount (aif applicable) when due, then the amount thereof shall thereafter bear interest until paid in full at the Default Rate. Notwithstanding anything herein to the contrary, Administrative Borrower may rescind any notice of prepayment under this Section 2.03(b) if such prepayment occurs on a date other than a Payment Date, all interest which would have accrued on the amount resulted from a refinancing of the Loan Loans or other contingent transaction, which refinancing or transaction shall not be consummated or shall otherwise be delayed (in which case, a new notice shall be required to be paid through, but not including, the next succeeding ninth (9th) day of a calendar month, or, if such prepayment occurs on a Payment Date, through and including the last day of the Interest Period immediately prior to the applicable Payment Date; (b) if such prepayment occurs prior to the Spread Maintenance Release Date, the Spread Maintenance Premium due with respect to the amount prepaid, if any; and (c) all other sums due and payable under this Agreement, the Note, and the other Loan Documents, including, but not limited to, the Breakage Costs, if any, the applicable Prepayment Fee, if any, and all of Lender’s costs and expenses (including reasonable attorney’s fees and disbursements) incurred by Lender sent in connection with such any subsequent prepayment). No Spread Maintenance Premium orFor the avoidance of doubt, subject to the proviso at the end of this sentence, any no Make-Whole Amount or other prepayment premium or fee penalty shall be due payable in connection with any prepayment voluntary prepayments of Revolver Loans except to the extent accompanied by a corresponding reduction in Revolver Commitments. Notwithstanding the foregoing, no voluntary prepayments in respect of the Loan (i) made after the Spread Maintenance Release Date, or (ii) made from 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; provided, however, that the applicable Prepayment Fee Term Loans shall be due in connection with any prepayment of the Loan permitted to be made from the proceeds of any Minimum Mandatory Prepayment (or any partial payment on account thereof), Release Parcel Release Price, Adjacent Parcel Release Price and/or IP Release Price if any such prepayment shall occur prior to the Prepayment Fee Release Date. If a notice of prepayment is given by Borrowers to Lender pursuant to this Section 2.4.1, the amount designated for prepayment and all other sums required under this Section 2.4 shall be due and payable on the proposed prepayment date; provided, however, Borrowers shall have the right to postpone or revoke such prepayment upon written notice to Lender not less than two clause (2b) Business Days prior to the date such prepayment is due so long as Borrowers pay Lender and/or Servicer all actual out-of-pocket third party costs that the Specified Prepayment has been made, and expenses incurred by Lender and/or Servicer in connection with such postponement or revocationthereafter solely if the Payment Conditions are satisfied.

Voluntary Prepayments. From Except as otherwise provided in this Agreement, Borrower shall not have the right to prepay the Loan in whole or in part prior to the Stated Maturity Date. Notwithstanding the foregoing, on the Payment Date occurring in January, 2017 (the “Lockout Expiration Date”) and after the date hereofon any Business Day thereafter, so long as no Event of Default has occurred and is continuing, Borrowers Borrower may, at their its option and upon at least ten (10) days Business Days’ prior written notice to Lender (or provided such shorter period as notice shall be revocable at any time and for any reason by Borrower and may be permitted by adjourned on a day-to-day basis on reasonable notice to Lender), prepay the Debt in whole or in part, but in no event Borrower shall pay any partial prepayment be less than $5,000,000.00; provided that any prepayment is accompanied by (a) if such prepayment occurs on a date other than a Payment Date, all interest which would have accrued on the amount of the Loan to be paid through, but not including, the next succeeding ninth (9th) day of a calendar month, or, if such prepayment occurs on a Payment Date, through and including the last day of the Interest Period immediately prior to the applicable Payment Date; (b) if such prepayment occurs prior to the Spread Maintenance Release Date, the Spread Maintenance Premium due with respect to the amount prepaid, if any; and (c) all other sums due and payable under this Agreement, the Note, and the other Loan Documents, including, but not limited to, the Breakage Costs, if any, the applicable Prepayment Fee, if any, and all of Lender’s costs and actual reasonable out-of-pocket expenses (including reasonable attorney’s fees and disbursements) incurred by Lender in connection with such prepayment. No Spread revocation and/or adjournment), prepay the entire Principal Amount in whole (but not in part) without payment of the Yield Maintenance Premium oror other penalty or premium; provided that as a condition precedent to such prepayment, subject Borrower shall also cause Mortgage Borrower to prepay the entire Principal Amount (Mortgage) in whole in accordance with the terms of the Mortgage Loan Agreement simultaneously with such prepayment of the entire Principal Amount. If Borrower prepays the entire Principal Amount, Borrower shall pay Lender, in addition to the proviso at the end of this sentencePrincipal Amount, any other prepayment premium or fee shall be due all Applicable Interest. Except in connection with any a prepayment of the Floating Rate Component (Mortgage) as expressly permitted under the Mortgage Loan Agreement, Borrower shall not consent to or permit a prepayment of the Mortgage Loan (i) made after the Spread Maintenance Release Date, or (ii) made from 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; provided, however, that the applicable Prepayment Fee shall be due other than in connection with any prepayment the simultaneous repayment of the Loan, in its entirety and in accordance with the terms and provisions of the Loan made from Documents and the proceeds of any Minimum Mandatory Prepayment (or any partial payment on account thereofMortgage Loan Documents, respectively), Release Parcel Release Priceunless it obtains the prior written consent of Lender, Adjacent Parcel Release Price and/or IP Release Price if any such prepayment shall occur prior to the Prepayment Fee Release Date. If a notice of prepayment is which consent may be given by Borrowers to Lender pursuant to this Section 2.4.1, the amount designated for prepayment and all other sums required under this Section 2.4 shall be due and payable on the proposed prepayment date; provided, however, Borrowers shall have the right to postpone or revoke such prepayment upon written notice to Lender not less than two (2) Business Days prior to the date such prepayment is due so long as Borrowers pay Lender and/or Servicer all actual out-of-pocket third party costs and expenses incurred withheld by Lender and/or Servicer in connection with such postponement or revocation.its sole discretion. (First Mezzanine)

Voluntary Prepayments. From Subject to the Subordination Agreement and upon notice given as provided in this Section 2.4(b)(i), Company, at its option, may prepay at any time after the date hereofthird anniversary of the Restatement Effective Date all or from time to time any part (in an aggregate amount of $500,000 or any greater amount which is an integral multiple of $100,000, so long as no Event or if the aggregate outstanding principal balance of Default has occurred and the Restated Notes is continuing, Borrowers may, at their option and upon at least ten (10) days prior written notice to Lender (or such shorter period as may be permitted by Lender), prepay the Debt in whole or in part, but in no event shall any partial prepayment be less than $5,000,000.00; provided that 500,000, in an amount equal to the aggregate outstanding principal balance of the Restated Notes) of the principal amount of the Restated Notes, including any other interest added to the principal amount of the Restated Notes on or prior to the most recent Interest Payment Date, together with all accrued but unpaid Current Interest and Default Interest, if any, accrued since the most recent Interest Payment Date on the principal amount being prepaid to the date of such prepayment is accompanied plus the applicable Prepayment Premium (and, if all of the Restated Notes are being prepaid, the Deferred Interest Amount). The Restated Notes shall not be voluntarily prepayable pursuant to this Section 2.4(b)(i) on or prior to the third anniversary of the Restatement Effective Date. Company shall call Restated Notes for prepayment pursuant to this Section 2.4(b)(i) by giving written notice thereof to Purchasers not less than three (3) Business Days nor more than 60 days prior to the date fixed for such prepayment. Any notice pursuant to this Section 2.4(b)(i) shall specify (a) if the date fixed for such prepayment occurs prepayment; (b) the principal amount (including any other interest added to the principal amount of the Restated Notes on a date other than a or prior to the most recent Interest Payment Date) to be prepaid on such date; (c) the amount of accrued Current Interest and Default Interest, all interest which would have accrued if any, to be paid or anticipated to be paid on such date; and (d) the amount of the Loan Prepayment Premium (and, if applicable, the Deferred Interest Amount) to be paid through, but not includingin connection therewith. Notice of prepayment having been so given, the next succeeding ninth (9th) day of a calendar month, or, if such prepayment occurs on a Payment Date, through and including the last day aggregate principal amount of the Restated Notes so to be prepaid as specified in such notice, together with accrued Current Interest Period immediately prior to the applicable Payment Date; (b) if such prepayment occurs prior to the Spread Maintenance Release Date, the Spread Maintenance Premium due with respect to the amount prepaid, if any; and (c) all other sums due and payable under this Agreement, the Note, and the other Loan Documents, including, but not limited to, the Breakage CostsDefault Interest, if any, thereon to such date fixed for prepayment, plus the applicable Prepayment FeePremium (and, if anyapplicable, and all of Lender’s costs and expenses (including reasonable attorney’s fees and disbursements) incurred by Lender in connection with such prepayment. No Spread Maintenance Premium or, subject to the proviso at the end of this sentence, any other prepayment premium or fee shall be due in connection with any prepayment of the Loan (i) made after the Spread Maintenance Release Date, or (ii) made from the proceeds of any Minimum Mandatory Prepayment (or any partial payment on account thereofDeferred Interest Amount), Non-Qualified Mandatory Prepayment, Additional Non-Qualified Mandatory Prepayment, Release Parcel Release Price, Adjacent Parcel Release Price and/or IP Release Price; provided, however, that the applicable Prepayment Fee shall be due in connection with any prepayment of the Loan made from the proceeds of any Minimum Mandatory Prepayment (or any partial payment on account thereof), Release Parcel Release Price, Adjacent Parcel Release Price and/or IP Release Price if any such prepayment shall occur prior to the Prepayment Fee Release Date. If a notice of prepayment is given by Borrowers to Lender pursuant to this Section 2.4.1, the amount designated for prepayment and all other sums required under this Section 2.4 shall be become due and payable in the case of a prepayment pursuant to Section 2.4(b)(i), on the proposed specified prepayment date; provided, however, Borrowers shall have the right to postpone or revoke such prepayment upon written notice to Lender not less than two provided Company provides Purchasers with at least three (23) Business Days Days’ prior to the date notice of such prepayment is due so long as Borrowers pay Lender and/or Servicer all actual out-of-pocket third party costs and expenses incurred by Lender and/or Servicer in connection with such postponement or revocationdate.

Voluntary Prepayments. From and after (a) Prior to the date hereoftermination of the Lockout Period, so long as no Event of Default has occurred and is continuing, Borrowers may, at their option and upon at least ten (10) days prior written notice to Lender (or such shorter period as may be permitted by Lender), Issuer shall not prepay the Debt Obligations, in whole or in part, except by application of Available Amounts in accordance with Section 2.4, as otherwise permitted by this Section 2.5, and to the extent required by Section 2.6. Issuer may prepay the Obligations in whole, but not in no event part, and terminate this Agreement on any Business Day after the termination of the Lock-out Period and prior to the Final Maturity Date, subject to payment of Prepayment Additional Interest. The applicable Obligations to be prepaid as provided in this Section 2.5(a), as applicable, shall include (i) all outstanding Note Fundings made prior to such Prepayment Date, plus (ii) accrued and unpaid interest on all such outstanding Note Fundings made prior to such Prepayment Date, plus, (iii) Prepayment Additional Interest applicable to such prepayment, plus, (iv) any partial unpaid fees or expenses required to be paid by Issuer under this Agreement and all other unpaid Obligations (other than indemnity obligations of Issuer under the Transaction Documents that are not then due and payable or for which any events or claims that would give rise thereto are not then pending) in relation to such Obligations to be prepaid on the Prepayment Date. Issuer shall give the Administrative Agent, Paying Agent and Collateral Trustee written notice of the proposed prepayment be not less than $5,000,000.00; provided fifteen (15) calendar days in advance of the proposed Prepayment Date. If the Obligations are prepaid by the Issuer or its Affiliates such that a Prepayment Date occurs prior to thirty (30) months following the Closing Date, Issuer shall be liable for and shall pay concurrently with such prepayment, in immediately available funds, the Prepayment Additional Interest applicable to such prepayment. Notwithstanding the above, Issuer shall be permitted to prepay the Obligations at any time (including during the Revolving Period) without any obligation to pay Prepayment Additional Interest if (A) such prepayment is accompanied made following the acceleration of the Obligations hereunder with respect to an Event of Default that Administrative Agent, following receipt of notice of such Event of Default from Issuer, has elected not to waive, (B) such prepayment is a mandatory prepayment pursuant to Section 2.6 hereof, (C) such prepayment is made in connection with a repurchase of Receivables required to be made by Seller or an Originator pursuant to the terms of the applicable Purchase and Sale Agreement, (aD) if Issuer is charged any increased costs or other amounts pursuant to Section 3.3 hereof, (E) such prepayment is in connection with a Permitted Securitization that does not result in a termination of this Agreement, (F) such prepayment is in connection with a refinancing by any Note Purchaser or Affiliate of any Note Purchaser, or (G) such prepayment occurs on a or after any date other than a Payment Date, on which Administrative Agent has failed to fund any requested Note Funding for which all interest which would conditions for funding set forth in this Agreement have accrued on the amount of the Loan been satisfied and such failure to be paid through, but not including, the next succeeding ninth (9th) day of a calendar month, or, if such prepayment occurs on a Payment Date, through and including the last day of the Interest Period immediately prior to the applicable Payment Date; (b) if such prepayment occurs prior to the Spread Maintenance Release Date, the Spread Maintenance Premium due with respect to the amount prepaid, if any; and (c) all other sums due and payable under this Agreement, the Note, and the other Loan Documents, including, but not limited to, the Breakage Costs, if any, the applicable Prepayment Fee, if any, and all of Lender’s costs and expenses (including reasonable attorney’s fees and disbursements) incurred by Lender in connection with such prepayment. No Spread Maintenance Premium or, subject to the proviso at the end of this sentence, any other prepayment premium or fee shall be due in connection with any prepayment of the Loan (i) made after the Spread Maintenance Release Date, or (ii) made from 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; provided, however, that the applicable Prepayment Fee shall be due in connection with any prepayment of the Loan made from the proceeds of any Minimum Mandatory Prepayment (or any partial payment on account thereof), Release Parcel Release Price, Adjacent Parcel Release Price and/or IP Release Price if any such prepayment shall occur prior to the Prepayment Fee Release Date. If a notice of prepayment is given by Borrowers to Lender pursuant to this Section 2.4.1, the amount designated fund continues for prepayment and all other sums required under this Section 2.4 shall be due and payable on the proposed prepayment date; provided, however, Borrowers shall have the right to postpone or revoke such prepayment upon written notice to Lender not less than two (2) Business Days prior to Days. In addition, for the date such prepayment is avoidance of doubt, no Prepayment Additional Interest shall be in due so long as Borrowers pay Lender and/or Servicer all actual out-of-pocket third party costs and expenses incurred by Lender and/or Servicer in connection with such postponement or revocationany payments made from Available Funds pursuant to Section 2.4.

Voluntary Prepayments. From and after the date hereof, so long as no Event of Default has occurred and is continuing, Borrowers Borrower may, at their option and upon at least ten not less than three (103) days Business Days prior written notice to Lender Administrative Agent not later than 11:00 A.M. (or such shorter period as may be permitted by Lender)San Francisco time) on the date given, at any time and from time to time, prepay the Debt Loan, in whole or in part, but upon the terms and conditions set forth herein. In connection with the prepayment of all or any portion of the Loan, whether such payment is made voluntarily by Borrower or as the result of an acceleration of the Loan by Lenders following a Event of Default, Borrower shall pay to Lenders, in no event addition to any fees and costs which may be incurred by Lenders in connection with the prepayment of the Loan, including any Fixed Rate Price Adjustment, a prepayment premium as set forth on Schedule 2.6 attached hereto. Any notice of prepayment given to Administrative Agent under this Section 2.6(a) shall any partial specify the date of prepayment be less than $5,000,000.00; provided that any prepayment is accompanied by (a) if such prepayment occurs on a date other than a Payment Date, all interest which would have accrued on and the aggregate principal amount of the Loan to be paid through, but not including, prepayment. In the next succeeding ninth (9th) day event of a calendar month, or, if such prepayment occurs on a Payment Date, through and including the last day of the Interest Period immediately prior to the applicable Payment Date; (b) if such prepayment occurs prior to the Spread Maintenance Release Date, the Spread Maintenance Premium due with respect to the amount prepaid, if any; and (c) all other sums due and payable under this Agreement, the Note, and the other Loan Documents, including, but not limited to, the Breakage Costs, if any, the applicable Prepayment Fee, if any, and all of Lender’s costs and expenses (including reasonable attorney’s fees and disbursements) incurred by Lender in connection with such prepayment. No Spread Maintenance Premium or, subject to the proviso at the end of this sentence, any other prepayment premium or fee shall be due in connection with any prepayment of the Loan (i) made after the Spread Maintenance Release Dateany Fixed Rate Portion, or (ii) made from the proceeds Borrower shall pay any Fixed Rate Price Adjustment payable in respect thereof in accordance with Section 2.4(h). Administrative Agent shall provide to each Lender a conforming copy 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; provided, however, that the applicable Prepayment Fee shall be due in connection with any prepayment of the Loan made from the proceeds of any Minimum Mandatory Prepayment (or any partial payment on account thereof), Release Parcel Release Price, Adjacent Parcel Release Price and/or IP Release Price if any such prepayment shall occur prior to the Prepayment Fee Release Date. If a notice of prepayment is given by Borrowers to Lender pursuant to this Section 2.4.1, the amount designated for prepayment and all other sums required under this Section 2.4 shall be due and payable on the proposed prepayment date; providedsame Business Day such notice is received. BY INITIALING THIS PROVISION WHERE INDICATED BELOW, howeverBORROWER CONFIRMS THAT LENDERS' AGREEMENT TO MAKE THE LOAN AT THE INTEREST RATES AND ON THE OTHER TERMS SET FORTH HEREIN AND IN THE OTHER LOAN DOCUMENTS CONSTITUTES ADEQUATE AND VALUABLE CONSIDERATION, Borrowers shall have the right to postpone or revoke such prepayment upon written notice to Lender not less than two (2) Business Days prior to the date such prepayment is due so long as Borrowers pay Lender and/or Servicer all actual out-of-pocket third party costs and expenses incurred by Lender and/or Servicer in connection with such postponement or revocation.GIVEN INDIVIDUAL WEIGHT BY BORROWER, FOR THIS AGREEMENT, AND BORROWER HEREBY WAIVES ANY DEFENSE IT MAY HAVE AT LAW OR IN EQUITY THAT ANY PREPAYMENT PREMIUM PROVIDED FOR HEREIN IS A PENALTY, BORROWER EXPRESSLY ACKNOWLEDGING THAT LENDERS HAVE MADE THE FINANCIAL ACCOMMODATIONS CONTEMPLATED BY THIS AGREEMENT IN RELIANCE ON THE AGREEMENTS AND WAIVER OF BORROWER AND THAT LENDERS WOULD NOT HAVE DONE SO WITHOUT SUCH AGREEMENTS AND WAIVERS. Borrower Initials: /s/ RICHARD S. DAVIS --------------------

Voluntary Prepayments. From and after the date hereof, so long as no Event of Default has occurred Cancellations Voluntary prepayments and is continuing, Borrowers may, at their option and upon at least ten (10) days prior written notice to Lender (or such shorter period as may cancellations will be permitted by Lender)without premium or penalty, prepay the Debt in whole or in part, but in no event shall any partial prepayment be less than $5,000,000.00; provided that any prepayment is accompanied by subject to (a) if such prepayment occurs on a date other than a Payment Date, all interest which would have accrued on the an agreed minimum amount of the Loan to be paid through, but not including, the next succeeding ninth (9th) day of a calendar month, or, if such prepayment occurs on a Payment Date, through and including the last day of the Interest Period immediately prior to the applicable Payment Date; (b) if payment of applicable break costs. Voluntary prepayments or cancellations may not be made before the Commercial Operation Date unless the Intercreditor Agent receives a certificate (confirmed by the independent technical consultant of the Lenders) from the Borrower confirming that there will not be a funding shortfall following such prepayment occurs prior or cancellation. The cancellation must not have a material adverse effect on the ability of the Borrower to fund the remaining expenditure required to achieve the Commercial Operation Date by the Commercial Operation Longstop Date. The amount prepaid or cancelled by the Borrower will be applied in reduction of scheduled instalments under the Senior Debt on a pro rata basis. Amounts prepaid or cancelled in respect of the Senior Debt will not be available for redrawing. Other Terms and Conditions Finance Agreements The Finance Agreements will comprise: Senior Facility Agreements; the Common Terms Agreement;1 [the Intercreditor Agreement2;] the Accounts Agreement; the Equity Support Agreement; each Security Document; each Senior Hedging Agreement, if any; each Direct Agreement as listed in the Key Information Table; any fee letters; and any other document designated as such by the Intercreditor Agent and the Borrower. Project Agreements The Project Agreements will comprise: the PPA and any related Buyer payment guarantee and credit support; the implementation agreement for the Project between the Borrower and the Government (the Implementation Agreement) and any related Government guarantee provided in respect of the Project; the interconnection agreement for the connection of the Facility to the Spread Maintenance Release DateGrid between the Borrower and the Network Operator3 (the Grid Connection Agreement); the engineering and procurement contract (the Supply Agreement) or any replacement thereof for the design and engineering of the Facility and the supply of the key equipment forming the PV System (as defined in the Supply Agreement) to be used in the Facility between the Borrower and a supply contractor (the Supplier) and any related manufacturer warranty, parent company guarantee, performance bonds and other performance security; the Spread Maintenance Premium due installation agreement for the installation, commissioning and testing of the Facility and the completion of the balance of plant for the Project (the Installation Agreement) or any replacement thereof between the Borrower and an installation contractor (the Installation Contractor) and any related manufacturer warranty, parent company guarantee, performance bonds and other performance security; the operation and maintenance agreement (the O&M Agreement) or any replacement thereof between the Borrower and an operation and maintenance contractor (the O&M Contractor) with respect to the amount prepaidoperation and maintenance of the Facility and any related manufacturer warranty, parent company guarantee, performance bonds and other performance security; the Land Agreement or other agreement securing the land rights of the Borrower in respect of the Site (if any); the technical and management services agreement (if any); and any other document designated as such by the Facility Agent and the Borrower. Major Project Participants The Major Project Participants shall comprise: the Supplier and the Installation Contractor and any parent company of each of the Supplier and the Installation Contractor providing a parent company guarantee, until the later of the date (ca) all other sums due upon which the final warranty period under the Supply Agreement or the Installation Agreement as applicable expires; or (b) upon which the Supplier or the Installation Contactor or any parent company of each of the Supplier and payable the Installation Contractor providing a parent company guarantee has no further actual or contingent liabilities under this Agreementsuch contract or guarantee); from the Commercial Operation Date, the Note, O&M Contractor and any parent company of the O&M Contractor providing a parent company guarantee until the date on which the O&M Contractor or the parent company of the O&M Contractor providing a parent company guarantee has no further actual or contingent liabilities under such contract or guarantee; and any other party which is designated as such by the Borrower and the other Loan DocumentsFacility Agent.4 The Borrower shall be entitled, includingwith the prior written consent of the Facility Agent, but not limited to, to replace Major Project Participants. Security Documents5 The security6 for the Breakage Costs, if any, the applicable Prepayment Fee, if any, and all of Lender’s costs and expenses (including reasonable attorney’s fees and disbursements) incurred by Lender in connection Lenders will include security interests with such prepayment. No Spread Maintenance Premium or, subject respect to the proviso at the end of this sentencerights, any other prepayment premium or fee shall be due in connection with any prepayment title and interest of the Loan (i) made after the Spread Maintenance Release Date, or (ii) made from the proceeds of any Minimum Mandatory Prepayment Borrower (or any partial payment on the Shareholders, as applicable) in the following collateral (subject in each case to appropriate modification taking into consideration the specific features or requirements of the Project and what is practicable in the jurisdiction of the Project and the security providers, taking account thereofof cost considerations): the Project Accounts and Permitted Investments (as such term is defined in the Key Information Table), Non-Qualified Mandatory Prepayment, Additional Non-Qualified Mandatory Prepayment, Release Parcel Release Price, Adjacent Parcel Release Price and/or IP Release Price; provided, however, that the applicable Prepayment Fee shall be due in connection with other than any prepayment of the Loan made from the proceeds of any Minimum Mandatory Prepayment (or any partial payment on account thereof), Release Parcel Release Price, Adjacent Parcel Release Price and/or IP Release Price if any such prepayment shall occur prior to the Prepayment Fee Release Date. If a notice of prepayment is given by Borrowers to Lender pursuant to this Section 2.4.1, the amount designated for prepayment and all other sums required under this Section 2.4 shall be due and payable on the proposed prepayment date; provided, however, Borrowers shall have the right to postpone or revoke such prepayment upon written notice to Lender not less than two (2) Business Days prior to the date such prepayment is due so long as Borrowers pay Lender and/or Servicer all actual out-of-pocket third party costs and expenses incurred by Lender and/or Servicer in connection with such postponement or revocation.distributions account;

Voluntary Prepayments. From (a) Borrower may prepay all or any portion of the Loan at any two times during each Payment Period (not including any mandatory prepayment pursuant to Section 4.1(a) on a Payment Date and after not including any prepayment of principal in excess of the date hereofamount required pursuant to Section 4.1(a) on a Payment Date if an amount of principal is required to be prepaid on such Payment Date, so long as but including any prepayment of principal on a Payment Date if no Event of Default has occurred principal is required to be prepaid on such Payment Date pursuant to Section 4.1(a) above) by giving Agent and is continuing, Borrowers may, at their option and upon at least ten (10) days each Lender not less than five Banking Days prior written notice (the "Prepayment Notice") of Borrower's intention to Lender prepay, which notice shall specify the date of prepayment (or such shorter period as may be permitted by Lenderthe "Prepayment Date"), prepay the Debt which Advances are being prepaid in whole or in part, but in no event shall any partial prepayment be less than $5,000,000.00; provided that any prepayment is accompanied by (a) if such prepayment occurs on a date other than a Payment Date, all interest which would have accrued on part and the amount of each Advance being repaid. In the Loan event that the portion of an Advance to be paid throughprepaid is not prepaid on the designated Prepayment Date, but not including, the next succeeding ninth (9th) day of a calendar month, or, if Borrower shall be entitled to reschedule such prepayment occurs on to another Banking Day by at least one Banking Days' prior telephonic or telefaxed notice to Agent and each Lender, and Borrower may revoke the Prepayment Notice at any time by delivering to Agent and each Lender written notice of revocation. In the event that a Payment Date, through and including Period ends at any time after the last day receipt by Lender of the Interest Period immediately prior Prepayment Notice but before the prepayment by Borrower pursuant to the applicable Prepayment Notice, a series of consecutive one day Payment Date; (b) if such prepayment occurs prior Periods shall ensue for the portion of the Advance designated to the Spread Maintenance Release Date, the Spread Maintenance Premium due with respect to the amount prepaid, if any; and (c) all other sums due and payable under this Agreement, the Note, and the other Loan Documents, including, but not limited to, the Breakage Costs, if any, the applicable Prepayment Fee, if any, and all of Lender’s costs and expenses (including reasonable attorney’s fees and disbursements) incurred by Lender in connection with such prepayment. No Spread Maintenance Premium or, subject to the proviso at be prepaid beginning immediately after the end of this sentence, any other prepayment premium or fee shall be due in connection with any prepayment the Payment Period during which the Prepayment Notice was given and continuing until the earlier of the Loan (i) made after the Spread Maintenance Release Date, prepayment of such portion of such Advance or (ii) made from the proceeds next Payment Date, and the Interest Rate for each such one-day Payment Period shall equal each Lender's overnight borrowing costs for funds plus the Margin. Notwithstanding the foregoing, to the extent the portion of any Minimum Mandatory Advance designated to be prepaid is not prepaid by Borrower by the next Payment Date, the 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; provided, however, that the applicable Prepayment Fee Notice shall be due in connection with any prepayment deemed to be revoked and the provisions of the Loan made from the proceeds of any Minimum Mandatory Prepayment (or any partial payment on account thereof), Release Parcel Release Price, Adjacent Parcel Release Price and/or IP Release Price if any such prepayment Section 4.2 shall occur prior apply to the Prepayment Fee Release Date. If a notice of prepayment is given by Borrowers to Lender pursuant to this Section 2.4.1, the amount designated for prepayment and all other sums required under this Section 2.4 shall be due and payable Payment Period beginning on the proposed prepayment date; provided, however, Borrowers shall have the right to postpone or revoke such prepayment upon written notice to Lender not less than two (2) Business Days prior to the date such prepayment is due so long as Borrowers pay Lender and/or Servicer all actual out-of-pocket third party costs and expenses incurred by Lender and/or Servicer in connection with such postponement or revocationnext Payment Date.

Voluntary Prepayments. From and after the date hereof, so long as no Except if an Event of Default has occurred exists, subject to the Collateral Agency and is continuingIntercreditor Agreement and Section 4.4 of this Agreement, Borrowers maythe Issuers may prepay all or a portion of the Notes at any time without penalty or premium; except as provided in Section 4.2.1; provided that (A) no Last Out Notes, Intermediate Last Out Notes or Priority Last Out Notes shall be prepaid in cash prior to the First Out Notes (including any accrued and unpaid interest) being Paid in Full in cash and no voluntary prepayments of such Notes may be made without the consent of all of the Purchasers holding First Out Notes, (B) no Intermediate Last Out Notes shall be prepaid in cash prior to the Priority Last Out Notes (including any accrued and unpaid interest) being Paid in Full in cash and no voluntary prepayments of such Notes shall be made without the consent of all of the Purchasers holding Priority Last Out Notes (for avoidance of doubt the foregoing does not prohibit the payment of Intermediate Last Out Notes on the date set forth in clause (a)(ii) of the definition of “Maturity Date” without the prior Payment in Full of the Priority Last Out Notes), and (C) no Last Out Notes shall be prepaid in cash prior to the Intermediate Last Out Notes or the Priority Last Out Notes (including any accrued and unpaid interest) being Paid in Full in cash and no voluntary prepayments of such Notes shall be made without the consent of all of the Purchasers holding Priority Last Out Notes and the Purchasers holding Intermediate Last Out Notes. For any prepayment pursuant to this Section 4.3.2: (a) until repayment of the First Out Obligations in full, Issuer Representative shall provide written notice to Notes Agent and each Purchaser of its election to prepay the Notes (x) prior to the signing of a definitive merger agreement for a Qualified SPAC Merger, at their option and upon at least ten thirty (1030) days prior written notice to Lender the date of such prepayment, or (or such shorter period as may be permitted by Lender)y) after the signing of a definitive merger agreement for a Qualified SPAC Merger, prepay at least sixty (60) days prior to the Debt in whole or in part, but in no event shall any partial prepayment be less than $5,000,000.00; provided that any prepayment is accompanied by (a) if date of such prepayment occurs on a which notice shall specify the date other than a Payment of the proposed prepayment (the “Prepayment Date”); and (b) Issuer Representative shall pay, all interest which would have accrued on the Prepayment Date (i) the outstanding principal amount of the Loan First Out Notes (including the Contingent Value Rights Payment) to be prepaid together with all accrued and unpaid interest thereon; (ii) (A) solely with respect to a voluntary prepayment of the Last Out Notes, Intermediate Last Out Notes, or Priority Last Out Notes following receipt of consent of the Majority Purchasers if the First Out Obligations have not been paid through, but not includingin full, the next succeeding ninth (9th) day of a calendar month, or, if such prepayment occurs on a Payment Date, through and including the last day of the Interest Period immediately prior to the applicable Payment Date; (b) if such prepayment occurs prior to the Spread Maintenance Release Date, the Spread Maintenance Premium due with respect to the aggregate principal amount of the Last Out Notes or the Priority Last Out Notes, as applicable, being prepaid; and (iii) all other sums, if any; and (c) all other sums , that shall have become due and payable under hereunder with respect to this Agreement, the Note, Notes to be prepaid and the other Loan Note Documents, including, but not limited to, ; the Breakage Costs, if any, the applicable Prepayment Fee, if any, receipt of such amounts shall be deemed Payment in Full for any and all of Lender’s costs and expenses amounts due under the Notes to be prepaid. At any time during the 30 or 60-day notice period (including reasonable attorney’s fees and disbursementsas applicable) incurred by Lender in connection with such prepayment. No Spread Maintenance Premium or, subject to the proviso at the end of this sentence, any other prepayment premium or fee shall be due in connection with any prepayment of the Loan (i) made after the Spread Maintenance Release Date, or (ii) made from 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; provided, however, that the applicable Prepayment Fee shall be due in connection with any prepayment of the Loan made from the proceeds of any Minimum Mandatory Prepayment (or any partial payment on account thereof), Release Parcel Release Price, Adjacent Parcel Release Price and/or IP Release Price if any such prepayment shall occur prior to the Prepayment Fee Release Date. If a , any or all holders of any FF Ventures First Out Notes may provide the Issuers with notice of prepayment is given by Borrowers such holders’ intention to Lender convert such FF Ventures First Out Notes or the FF Ventures Intermediate Last Out Notes pursuant to this Section 2.4.14.3.3(c), and any FF Ventures First Out Notes or the amount designated FF Ventures Intermediate Last Out Notes for prepayment and all other sums required under this Section 2.4 shall be due and payable on which such notice is delivered to the proposed prepayment date; provided, however, Borrowers shall have the right to postpone or revoke such prepayment upon written notice to Lender not less than two (2) Business Days Issuers prior to the date Prepayment Date shall not be subject to prepayment and shall be converted to SPAC Conversion Shares in accordance with Section 4.3.3(c) and upon such prepayment is due so long as Borrowers pay Lender and/or Servicer all actual out-of-pocket third party costs and expenses incurred by Lender and/or Servicer conversion, shall be deemed Paid in connection with such postponement or revocationFull.”

Voluntary Prepayments. From and after the date hereof, so long as Provided no Event of Default has occurred and is continuing, Borrowers Borrower may, at their its option and upon at least ten (10) days prior written notice to Lender (or such shorter period as may be permitted by Lender)set forth herein, prepay the Debt in whole or in part. Notwithstanding the foregoing, but Borrower may not voluntarily partially prepay the Loan more than one (1) time in no event any calendar year and Borrower shall obtain Lender’s consent for any additional voluntarily partial prepayment of the Loan in any calendar year, which consent shall be less than $5,000,000.00; provided that any given in Lender’s sole and absolute discretion. Any partial prepayment is accompanied shall be applied to the Loan in such order and priority as may be determined by (a) if such Lender in its sole discretion. Any prepayment occurs received by Lender on a date other than a Payment Date, all the last day of any Interest Accrual Period shall include interest which would have accrued on the amount from such date of the Loan to be paid through, but not including, the next succeeding ninth (9th) day of a calendar month, or, if such prepayment occurs on a Payment Date, through and including the last day of the Interest Accrual Period immediately prior to the applicable Payment Date; (b) if during which such prepayment occurs prior to the Spread Maintenance Release Dateis being made (such amounts, the Spread Maintenance Premium due with respect to “Interest Shortfall”). Additionally, Borrower shall pay the amount prepaid, if any; and (c) all other sums due and payable under this Agreement, the Note, and the other Loan Documents, including, but not limited to, the Breakage Costs, if any, the applicable Prepayment Exit Fee, if any, any Interest Rate Protection Breakage Costs and all any Breakage Costs (provided that the same are not duplicative of Lender’s costs and expenses (including reasonable attorney’s fees and disbursements) incurred by Lender any Interest Shortfall paid in connection with such prepayment. No Spread Maintenance Premium or, subject to the proviso at the end of this sentence, any other prepayment premium or fee shall be due ) in connection with any prepayment of the Loan Loan. As a condition to any voluntary prepayment, Borrower shall give Lender written notice (ia “Prepayment Notice”) made after the Spread Maintenance Release Dateof its intent to prepay, or which notice must be given at least thirty (ii30) made from the proceeds of any Minimum Mandatory Prepayment and not more than ninety (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; provided, however, that the applicable Prepayment Fee shall be due in connection with any prepayment of the Loan made from the proceeds of any Minimum Mandatory Prepayment (or any partial payment on account thereof), Release Parcel Release Price, Adjacent Parcel Release Price and/or IP Release Price if any such prepayment shall occur 90) days prior to the Prepayment Fee Release Date. If a notice of Business Day upon which prepayment is given by Borrowers to Lender pursuant to this Section 2.4.1, be made and must specify the amount designated for prepayment and all other sums required under this Section 2.4 shall be due and payable Business Day on the proposed prepayment date; provided, however, Borrowers shall have the right to postpone or revoke such prepayment upon written notice to Lender not less than two (2) Business Days prior to the date which such prepayment is due so long as Borrowers pay to be made. Borrower hereby agrees that, in the event Borrower delivers a Prepayment Notice and fails to prepay the Loan in accordance with the Prepayment Notice and the terms of this Section 2.7 (a “Prepayment Failure”), Borrower shall indemnify Lender and/or Servicer from and against, and shall be responsible for, all actual out-of-pocket third party costs and expenses Losses (including any consequential damages) incurred by Lender and/or Servicer in connection with respect to any such postponement or revocationPrepayment Failure.

Voluntary Prepayments. From and after Except as otherwise provided herein, Borrower shall not have the date hereof, so long as right to prepay the Loan in whole or in part. Provided no Event of Default has shall have occurred and is be continuing, Borrowers mayBorrower shall have the right, at their option and any time after the Closing Date, to prepay the Debt in whole (but not in part) upon at least ten (10a) not less than thirty (30) days prior written notice to Lender (or such shorter period of time as may be permitted by LenderLender in its sole discretion), specifying the Monthly Payment Date on which prepayment is to be made (a “Prepayment Date”) and (b) payment of an amount equal to the Yield Maintenance Premium. Additionally, on and after the Monthly Payment Date occurring in September, 2017 (the “Permitted Prepayment Date”), Borrower may, provided no Event of Default has occurred, at its option and upon thirty (30) days prior notice to Lender (or such shorter period of time as may be permitted by Lender in its sole discretion), prepay the Debt in whole or in part, but in no event on any date without payment of the Yield Maintenance Premium. Lender shall any partial prepayment not be less than $5,000,000.00; provided that obligated to accept any prepayment of the Debt on prior to the Permitted Prepayment Date unless it is accompanied with Yield Maintenance Premium. Any prepayment received by (a) if such prepayment occurs Lender on a date other than a Monthly Payment Date, all Date shall include interest which would have accrued thereon to the next Monthly Payment Date (“Short Interest”) and such amounts (i.e., principal and interest prepaid by Borrower) shall be held by Lender as collateral security for the Loan in an interest bearing account at an Eligible Institution, with interest accruing on such amounts to the benefit of Borrower; such amounts prepaid shall be applied to the Loan on the amount of the Loan to be paid through, but not including, the next succeeding ninth (9th) day of a calendar month, or, if such prepayment occurs on a Monthly Payment Date, through and including with any interest on such funds paid to Borrower on such date provided no Event of Default then exists. Any partial prepayment shall be applied to the last day payments of principal due under the Interest Period immediately prior to the applicable Payment Date; (b) if such prepayment occurs prior to the Spread Maintenance Release Date, the Spread Maintenance Premium due with respect to the amount prepaid, if any; and (c) all other sums due and payable under this Agreement, the Note, and the other Loan Documents, including, but not limited to, the Breakage Costs, if any, the applicable Prepayment Fee, if any, and all of Lender’s costs and expenses (including reasonable attorney’s fees and disbursements) incurred by Lender in connection with such prepayment. No Spread Maintenance Premium or, subject to the proviso at the end of this sentence, any other prepayment premium or fee shall be due in connection with any prepayment of the Loan (i) made after the Spread Maintenance Release Date, or (ii) made from 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; provided, however, that the applicable Prepayment Fee shall be due in connection with any prepayment of the Loan made from the proceeds of any Minimum Mandatory Prepayment (or any partial payment on account thereof), Release Parcel Release Price, Adjacent Parcel Release Price and/or IP Release Price if any such prepayment shall occur prior to the Prepayment Fee Release Date. If a notice of prepayment is given by Borrowers to Lender pursuant to this Section 2.4.1, the amount designated for prepayment and all other sums required under this Section 2.4 shall be due and payable on the proposed prepayment date; provided, however, Borrowers shall have the right to postpone or revoke such prepayment upon written notice to Lender not less than two (2) Business Days prior to the date such prepayment is due so long as Borrowers pay Lender and/or Servicer all actual out-of-pocket third party costs and expenses incurred by Lender and/or Servicer in connection with such postponement or revocationLoan.

Voluntary Prepayments. From Except for regular payments of interest and after principal as provided hereunder, prepayments, (i) shall not be permitted during the date Revolving Loan Term except for any prepayment of the Note Receivable Loan Component received by Lender on or before January 31, 2011 (which prepayment shall not be subject to a Prepayment Premium), and (ii) may be made, subject to Section 2.6 hereof, so long as no Event of Default has occurred and is continuingin whole, Borrowers maybut not in part, at their option and upon at least ten five (105) days prior written notice to the Lender at any time after the end of the Revolving Loan Term upon payment of the applicable Prepayment Premium (whether such prepayment results from voluntary payments by Borrower, acceleration, or otherwise); provided, however, that (A) payments or prepayments of Pledged Notes Receivable made by Purchasers who are not directly or indirectly solicited by Borrower to make such shorter period as may be permitted by Lenderprepayment shall not violate this Section 2.5(a)(i), and no Prepayment Premium shall be payable as a result of any such payment by Purchasers; and (B) if at any time the Borrower wishes to release any Pledged Notes Receivable for the purpose of including those Pledged Notes Receivable in a securitization, pooling or similar conduit transaction, and after 30 days’ prior written notice to Lender, Borrower may prepay the Debt principal balance of the Loan in whole or in part, but in no event shall any partial prepayment be less than $5,000,000.00; provided that any prepayment is accompanied by (a) if such prepayment occurs on a date other than a Payment Date, all interest which would have accrued on to the amount extent necessary to cause the then current outstanding unpaid principal balance of the Loan to be paid throughequal to or less than the Borrowing Base, but not includingand, except as provided in Section 2.6 hereof, no Prepayment Premium will be due where such prepayment is the next succeeding ninth (9th) day result of a calendar monthsecuritization closing, oras certified by Borrower to Lender. If Borrower voluntarily prepays the entire Receivables Loan Component, if such prepayment occurs on a Payment Datethen Borrower shall pay to Lender the fee described in Section 2.6 hereof, through and including the last day shall no longer be entitled to Advances of the Interest Period immediately prior to Acquisition Loan Component or the applicable Payment Date; (b) if such prepayment occurs prior to the Spread Maintenance Release Date, the Spread Maintenance Premium due with respect to the amount prepaid, if any; and (c) all other sums due and payable under this Agreement, the Note, Inventory Loan Component and the other outstanding principal balance under the Inventory Loan Documents, including, but not limited to, Component and the Breakage Costs, if any, the applicable Prepayment Fee, if any, and all of Lender’s costs and expenses (including reasonable attorney’s fees and disbursements) incurred by Lender in connection with such prepayment. No Spread Maintenance Premium or, subject to the proviso at the end of this sentence, any other prepayment premium or fee Acquisition Loan Component shall be due repaid as provided in connection with any prepayment of the Loan (i) this Section 2.5(a)(i). Any payments made after the Spread Maintenance Release Date, or (ii) made from 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; provided, however, that the applicable Prepayment Fee pursuant to Section 2.5A hereof shall not be due in connection with any prepayment of the Loan made from the proceeds of any Minimum Mandatory Prepayment (or any partial payment on account thereof), Release Parcel Release Price, Adjacent Parcel Release Price and/or IP Release Price if any such prepayment shall occur prior deemed to the Prepayment Fee Release Date. If a notice of prepayment is given by Borrowers to Lender pursuant be prepayments subject to this Section 2.4.1, the amount designated for prepayment and all other sums required under this Section 2.4 shall be due and payable on the proposed prepayment date; provided, however, Borrowers shall have the right to postpone or revoke such prepayment upon written notice to Lender not less than two (2) Business Days prior to the date such prepayment is due so long as Borrowers pay Lender and/or Servicer all actual out-of-pocket third party costs and expenses incurred by Lender and/or Servicer in connection with such postponement or revocation2.5.”

Voluntary Prepayments. From and after the date Subject to Section 2.4.3 hereof, so long as no Event of Default has occurred and is continuing, Borrowers mayBorrower may prepay on any Business Day, at their its option and upon at least ten not less than thirty (1030) days irrevocable prior written notice to Lender (or such shorter period as may be permitted by Lender), prepay the Debt Outstanding Principal Balance in whole or in part, but in no event only. Any prepayment received by Lender under this Section 2.4.1 shall any partial prepayment be less than $5,000,000.00; provided that any prepayment is accompanied by by: (a) if such prepayment occurs on a date other than a Payment Date, all interest which would have accrued on the principal amount of the Loan to be paid prepaid through, but not including, the next succeeding ninth occurring Monthly Payment Date (9th) day of a calendar month, or, if such prepayment occurs on a Monthly Payment Date, through and including the last day of the Interest Period immediately prior to the applicable through, but not including, such Monthly Payment Date); (b) if such prepayment occurs prior to the Spread Maintenance Release Date, the Spread Maintenance Premium due with respect to the amount prepaid, if any; and (c) all other sums due and payable under this Agreement, the Note, and the other Loan Documents, including, but not limited to, the Breakage Costs, if any, the applicable Prepayment Fee, if any, and (c) all of Lender’s reasonable out-of-pocket costs and expenses (including reasonable attorney’s fees and disbursements) actually incurred by Lender in connection with such prepayment; and (d) to the extent that any such prepayment is made prior to the last calendar month of the Term of the Loan, an amount equal to the Yield Maintenance Premium. No Spread For purposes hereof, the term “Yield Maintenance Premium” shall mean the sum that shall be sufficient (as determined by Lender, which determination shall be conclusive in the absence of manifest error) to ensure that Lender shall have earned a minimum of total return of 1.50x multiple on the Loan. The Yield Maintenance Premium orshall be deemed earned by Lender upon the funding of the Loan, subject to the proviso at the end of this sentence, shall be required whether payment is made by Borrower or any other prepayment premium or fee Person, and may be included in any bid by Lender at a foreclosure sale. Notwithstanding the foregoing, a portion of the Yield Maintenance Premium that is calculated based upon a loan amount of $20,000,000 shall not be due and payable by Borrower in connection with any the event that the prepayment of the Loan (i) made after the Spread Maintenance Release Date, or (ii) made from 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; provided, however, that the applicable Prepayment Fee shall be due is in connection with any prepayment a refinance of Loan in accordance with Section 9.5 hereof. Borrower acknowledges that the provisions of this Section 2.4.1 were independently bargained for and constitute a specific material part of the Loan made from consideration given by Borrower to Lender for the proceeds making of the Loan. Notwithstanding any Minimum Mandatory Prepayment (provision of this Agreement or any partial payment on account thereof), Release Parcel Release Price, Adjacent Parcel Release Price and/or IP Release Price if any such prepayment shall occur prior the Note to the Prepayment Fee Release Date. If a contrary, Borrower’s notice of prepayment is given by Borrowers to Lender pursuant to in accordance with this Section 2.4.1, the amount designated for prepayment and all other sums required under this Section 2.4 2.4.1 shall be irrevocable, and the Outstanding Principal Balance shall be absolutely and unconditionally due and payable on the proposed prepayment date; provided, however, Borrowers shall have the right to postpone or revoke date specified in such prepayment upon written notice to Lender not less than two (2) Business Days prior to the date such prepayment is due so long as Borrowers pay Lender and/or Servicer all actual out-of-pocket third party costs and expenses incurred by Lender and/or Servicer in connection with such postponement or revocationnotice.

Voluntary Prepayments. From and after Except as otherwise provided herein, Borrower shall not have the right to prepay the Loan in whole or in part prior to the Permitted Prepayment Date. On the Permitted Prepayment Date, or on any date hereofthereafter, so long as no Event of Default has occurred and is continuing, Borrowers Borrower may, at their its option and upon at least ten fifteen (1015) days prior written notice to Lender (or such shorter period as may be permitted by Lender), prepay the Debt in whole or in partpart without payment of the Yield Maintenance Premium, but in no event shall any partial provided Borrower pays to Lender all accrued and unpaid interest on the amount of principal being prepaid through and including the date of prepayment be less than $5,000,000.00; provided that any prepayment is accompanied by (a) and, if such prepayment occurs on a date other than which is not a Payment Date, all interest which would have accrued on the amount of principal being prepaid after the Loan date of such prepayment to be paid through, but not including, the next succeeding ninth Payment Date (9th) day of a calendar month, or, if such prepayment occurs on a Payment Date, through and including the last day of the “Interest Period immediately prior to the applicable Payment Date; (b) if such prepayment occurs prior to the Spread Maintenance Release Date, the Spread Maintenance Premium due with respect to the amount prepaid, if any; and (c) all other sums due and payable under this Agreement, the Note, and the other Loan Documents, including, but not limited to, the Breakage Costs, if any, the applicable Prepayment Fee, if any, and all of Lender’s costs and expenses (including reasonable attorney’s fees and disbursements) incurred by Lender in connection with such prepaymentShortfall Payment”). No Spread Maintenance Premium or, subject to the proviso at the end of this sentence, any other prepayment premium or fee Borrower shall be due permitted the right to rescind, amend or revoke its notice of prepayment given in connection accordance with any prepayment of the Loan this Section 2.3.1, provided that (i) made after the Spread Maintenance Release Date, or (ii) made from 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; provided, however, that the applicable Prepayment Fee shall be due in connection with any prepayment of the Loan made from the proceeds of any Minimum Mandatory Prepayment (or any partial payment on account thereof), Release Parcel Release Price, Adjacent Parcel Release Price and/or IP Release Price if any such prepayment shall occur prior to the Prepayment Fee Release Date. If a written notice of prepayment such rescission, amendment or revocation is given received by Borrowers to Lender pursuant to this Section 2.4.1, the amount designated for prepayment and all other sums required under this Section 2.4 shall be due and payable on the proposed prepayment date; provided, however, Borrowers shall have the right to postpone or revoke such prepayment upon written notice to Lender not less no sooner than two (2) Business Days prior to the date of prepayment indicated by Borrower and (ii) any such written notice amending the date of prepayment is due so long as Borrowers shall specify a date of prepayment no later than the first Payment Date following the date of prepayment specified in the initial notice to Lender. In the event of a rescission, revocation or failure to prepay the Loan on the date set forth in any notice of prepayment (or amendment thereof), Borrower shall pay Lender and/or Servicer all actual out-of-pocket third party Lender’s reasonable costs and expenses incurred by Lender and/or Servicer in connection with as a result of Lender’s receipt of such postponement notice of prepayment and such subsequent rescission, revocation or revocationfailure to prepay the Loan.

Voluntary Prepayments. From and after the date hereof, so So long as no Event of Default has occurred and is continuing, Borrowers mayexists, at their option and any time upon at least ten (10) days days’ prior written notice to Lender the Holder (or which notice shall be a Transaction Document and constitute an irrevocable agreement to pay such shorter period as may be permitted by Lender), prepay amount on the Debt in whole or in partdate set forth on such notice) stating the proposed date and proposed principal amount of such prepayment, but subject to the Holder’s conversion rights set forth herein, the Company may prepay any portion of the principal amount of this Note, any accrued and unpaid interest, and any other amounts due under this Note. If the Company exercises its right to prepay any principal amount under the Note, the Company shall pay to the Holder in no event shall any partial prepayment be less than $5,000,000.00; provided that any prepayment is accompanied by (a) if such prepayment occurs on a date other than a Payment Date, all interest which would have accrued on cash an amount equal to the Mandatory Prepayment Amount. The Holder may continue to convert the principal amount of the Loan Note to be paid through, but not including, prepared after the next succeeding ninth (9th) day of a calendar month, or, if such prepayment occurs on a Payment Date, through and including the last day date notice of the Interest Period immediately prior to prepayment is given until the applicable Payment Date; (b) if such prepayment occurs prior to the Spread Maintenance Release Date, the Spread Maintenance Premium due with respect to the amount prepaid, if any; and (c) all other sums due and payable under this Agreement, the Note, and the other Loan Documents, including, but not limited to, the Breakage Costs, if any, the applicable Prepayment Fee, if any, and all of Lender’s costs and expenses (including reasonable attorney’s fees and disbursements) incurred by Lender in connection with date it receives such prepayment. No Spread Maintenance Premium or, subject to prepayment may be made hereunder without the proviso at the end of this sentence, any other prepayment premium notice required hereunder or fee shall be due in connection with any prepayment without payment of the Loan (i) made after the Spread Maintenance Release Date, or (ii) made from 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; provided, however, that the applicable Prepayment Fee shall be due in connection with any prepayment of the Loan made from the proceeds of any Minimum Mandatory Prepayment (or any partial payment on account thereof), Release Parcel Release Price, Adjacent Parcel Release Price and/or IP Release Price if any such prepayment shall occur prior to the Prepayment Fee Release DateAmount. If a notice of prepayment is given by Borrowers to Lender pursuant to this Section 2.4.1, the amount designated for prepayment and all other sums required under this Section 2.4 shall be due and payable on the proposed prepayment date; provided, however, Borrowers The Holder shall have the option to refuse or accept, in its sole discretion, any attempted prepayment made without the notice required hereunder or any attempted prepayment that does not appear to include the full Mandatory Prepayment Amount when required. In addition, regardless of the intended characterization of the Company of any payment, the Holder shall have the option, in its sole discretion, to recharacterize or apply any portion of such prepayment, including recharacterizing a payment as a smaller prepayment of principal together with payment of the remainder of the Mandatory Prepayment Amount to account for a payment of the Mandatory Prepayment Amount. The Holder may apply any payment made under any Transaction Document to any outstanding Obligation, in its sole discretion. The Company hereby irrevocably waives the right to postpone or revoke direct the application of any payment in respect to any amount due under the Transaction Documents or, after any Event of Default, any proceeds of Collateral thereunder. Whenever any payment hereunder shall be stated to be due on a day other than a Business Day, the due date for such prepayment upon written notice to Lender not less than two (2) Business Days prior payment shall be extended to the date next succeeding Business Day, and such prepayment is extension of time shall in such case be included in the computation of payment of interest or fees, as the case may be. Each determination by the Holder of an amount of interest or fee due so long as Borrowers pay Lender and/or Servicer hereunder shall be conclusive and binding for all actual out-of-pocket third party costs and expenses incurred by Lender and/or Servicer in connection with such postponement or revocationpurposes, absent manifest error.

Voluntary Prepayments. From Except as otherwise provided in this Section 2.3.1 and after in Section 2.3.2, Borrower shall not have the right to prepay the Loan, in whole or in part, prior to the Maturity Date. Borrower shall have no right to prepay the Loan, in whole or in part, prior to the Payment Date occurring in February 2008. Thereafter Borrower may, upon at least ten (10) days prior written notice to Lender, prepay the Loan in whole but not in part at anytime, provided however if such prepayment occurs prior to the Payment Date occurring in August, 2008 (the “Permitted Prepayment Date”), Borrower shall also pay Lender the applicable Spread Maintenance Premium. On the Permitted Prepayment Date or on any date hereofthereafter, so long as no Event of Default has occurred and is continuing, Borrowers Borrower may, at their its option and upon at least ten (10) days prior written notice to Lender (or such shorter period as may be permitted by Lender), prepay the entire Debt without payment of the Spread Maintenance Premium. Borrower may revoke any notice of prepayment at any time prior to the date of such prepayment. Borrower shall promptly reimburse Lender for any reasonable out-of-pocket costs and expenses associated with any such revocation. In addition, Borrower agrees that (a) in whole or in partthe event that a prepayment shall be made during the period commencing on the first calendar day immediately following a Payment Date to, but not including, the LIBOR Determination Date in no such calendar month, such payment shall be accompanied by a payment of interest on the amount of principal being prepaid that Lender determines would be payable by Borrower if such prepayment had been made on or after such LIBOR Determination Date but prior to the succeeding Payment Date calculated using a per annum interest rate equal to 6.25% plus the Spread (such amount, the “Estimated Interest Payment”). In the event that the Estimated Interest Payment paid by Borrower to Lender exceeds the amount that otherwise would have been payable by Borrower if the final interest payment amount was calculated based on the interest rate determined on the applicable LIBOR Determination Date (the “Actual Required Payment”), Lender shall any partial prepayment be refund to Borrower an amount equal to the Estimated Interest Payment minus the Actual Required Payment. In the event the Estimated Interest Payment paid by Borrower is less than $5,000,000.00the Actual Required Payment, Borrower shall, promptly upon demand by Lender, pay to Lender an amount equal to the Actual Required Payment minus the Estimated Interest Payment; provided that any prepayment is accompanied by (ab) if such prepayment occurs is made on a Payment Date, then in connection with such prepayment Borrower shall pay to Lender, simultaneously with such prepayment, all interest on the principal balance of the Note then being prepaid which would have accrued through the end of the Accrual Period then in effect notwithstanding that such Accrual Period extends beyond the date of such prepayment; and (c) subject to subsection (a) above, if such prepayment is made on a day other than a Payment Date, then in connection with such prepayment Borrower shall pay to Lender, simultaneously with such prepayment, all interest on the principal balance of the Note then being prepaid which would have accrued through the end of the Accrual Period then in effect notwithstanding that such Accrual Period extends beyond the date of such prepayment; provided, however, that if such date is a date on or after the LIBOR Determination Date in such calendar month and prior to the first day of the Accrual Period that commences in such calendar month, Borrower shall also pay to Lender in connection with such prepayment all interest on the principal balance of this Note then being prepaid which would have accrued through the end of the next succeeding Accrual Period. Any prepayment received by Lender on a date other than a Payment Date, all interest which would have accrued Date shall be held by Lender as collateral security for the Loan and shall be applied to the Debt on the amount of the Loan to be paid through, but not including, the next succeeding ninth (9th) day of a calendar month, or, if such prepayment occurs on a Payment Date, through and including the last day of the Interest Period immediately prior to the applicable Payment Date; (b) if such prepayment occurs prior to the Spread Maintenance Release Date, the Spread Maintenance Premium due with respect to the amount prepaid, if any; and (c) all other sums due and payable under this Agreement, the Note, and the other Loan Documents, including, but not limited to, the Breakage Costs, if any, the applicable Prepayment Fee, if any, and all of Lender’s costs and expenses (including reasonable attorney’s fees and disbursements) incurred by Lender in connection with such prepayment. No Spread Maintenance Premium or, subject to the proviso at the end of this sentence, any other prepayment premium or fee shall be due in connection with any prepayment of the Loan (i) made after the Spread Maintenance Release Date, or (ii) made from 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; provided, however, that the applicable Prepayment Fee shall be due in connection with any prepayment of the Loan made from the proceeds of any Minimum Mandatory Prepayment (or any partial payment on account thereof), Release Parcel Release Price, Adjacent Parcel Release Price and/or IP Release Price if any such prepayment shall occur prior to the Prepayment Fee Release Date. If a notice of prepayment is given by Borrowers to Lender pursuant to this Section 2.4.1, the amount designated for prepayment and all other sums required under this Section 2.4 shall be due and payable on the proposed prepayment date; provided, however, Borrowers shall have the right to postpone or revoke such prepayment upon written notice to Lender not less than two (2) Business Days prior to the date such prepayment is due so long as Borrowers pay Lender and/or Servicer all actual out-of-pocket third party costs and expenses incurred by Lender and/or Servicer in connection with such postponement or revocation.

Voluntary Prepayments. (a) From and after the date hereof, so long as no Event of Default has occurred and is continuing, Borrowers may, at their option and upon at least ten (10) days prior written notice to Lender (or such shorter period as may be permitted by Lender), prepay the Debt in whole or in part, but in no event shall any partial prepayment be less than $5,000,000.001,000,000.00; provided that any prepayment is accompanied by (ai) if such prepayment occurs on a date other than a Payment Date, all interest which would have accrued on the amount of the Loan to be each Component paid (in accordance with Section 2.4.3(a) hereof) through, but not including, the next succeeding ninth first (9th1st) day of a the next succeeding calendar month, or, if such prepayment occurs on a Payment Date, through and including the last day of the Interest Period that commenced immediately prior to the applicable Payment Date; (bii) if such prepayment occurs prior to the Spread Maintenance Release Date, the Spread Maintenance Premium due with respect to the amount prepaid, if anyExit Fee; and (ciii) all other sums due and payable under this Agreement, the NoteNotes, and the other Loan Documents, including, but not limited to, the Breakage Costs, if any, the applicable Prepayment Fee, if any, and all of Lender’s costs and expenses (including reasonable attorney’s fees and disbursements) incurred by Lender in connection with such prepayment. No Spread Maintenance Premium or, subject to the proviso at the end of this sentence, any other prepayment premium or fee shall be due in connection with any prepayment of the Loan (i) made after the Spread Maintenance Release Date, or (ii) made from 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; provided, however, that the applicable Prepayment Fee shall be due in connection with any prepayment of the Loan made from the proceeds of any Minimum Mandatory Prepayment (or any partial payment on account thereof), Release Parcel Release Price, Adjacent Parcel Release Price and/or IP Release Price if any such prepayment shall occur prior to the Prepayment Fee Release Date. If a notice of prepayment is given by Borrowers to Lender pursuant to this Section 2.4.1, the amount designated for prepayment and all other sums required under this Section 2.4 shall be due and payable on the proposed prepayment date; provided, however, Borrowers shall have the right to postpone or revoke such prepayment upon written notice to Lender not less than two (2) Business Days prior to the date such prepayment is due so long as Borrowers pay Lender and/or Servicer all actual out-of-pocket third party costs and expenses incurred by Lender and/or Servicer in connection with such postponement or revocation.

Voluntary Prepayments. From and after Prior to the date hereofLockout Release Date, so long as no Event the outstanding principal amount of Default has occurred and is continuingthe Loan may not be prepaid in whole or in part. On any Payment Date occurring on, Borrowers or after, the Lockout Release Date, Borrower may, at their its option and upon at least ten thirty (1030) days prior written notice to Lender (or such shorter period as may be permitted by Lender), prepay the Debt in whole or but not in part, but in no event shall any partial prepayment be less than $5,000,000.00(except as expressly set forth herein); provided that any such prepayment is accompanied by the Prepayment Premium, if applicable. If the prepayment occurs after the date that is six (a6) if months prior to the Initial Maturity Date, there shall be no Prepayment Premium or other prepayment fee, premium or penalty. If a prepayment under this Section 2.4.1 is made on a day other than a Payment Date, then in connection with such prepayment, Borrower shall pay to Lender, simultaneously with such prepayment occurs (i) all interest on the principal balance of the Loan then being prepaid which would have accrued through the end of the Interest Period then in effect notwithstanding that such Interest Period extends beyond the date of prepayment and (ii) the Prepayment Premium; provided, however, that if the date of prepayment is a date on or after the Determination Date in such calendar month and prior to the first day of the Interest Period that commences in such calendar month, Borrower shall also pay to Lender in connection with such prepayment all interest on the principal balance of the Loan then being prepaid which would have accrued through the end of the next succeeding Interest Period. Any prepayment received by Lender on a date other than a Payment Date, all interest which would have accrued Date shall be held by Lender as collateral security for the Loan and shall be applied to the Debt on the amount of the Loan to be paid through, but not including, the next succeeding ninth (9th) day of a calendar month, or, if such prepayment occurs on a Payment Date, through and including the last day of the Interest Period immediately prior to the applicable Payment Date; (b) if such prepayment occurs prior to the Spread Maintenance Release Date, the Spread Maintenance Premium due with respect to the amount prepaid, if any; and (c) all other sums due and payable under this Agreement, the Note, and the other Loan Documents, including, but not limited to, the Breakage Costs, if any, the applicable Prepayment Fee, if any, and all of Lender’s costs and expenses (including reasonable attorney’s fees and disbursements) incurred by Lender in connection with such prepayment. No Spread Maintenance Premium or, subject to the proviso at the end of this sentence, any other prepayment premium or fee shall be due in connection with any prepayment of the Loan (i) made after the Spread Maintenance Release Date, or (ii) made from 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; provided, however, that the applicable Prepayment Fee shall be due in connection with any prepayment of the Loan made from the proceeds of any Minimum Mandatory Prepayment (or any partial payment on account thereof), Release Parcel Release Price, Adjacent Parcel Release Price and/or IP Release Price if any such prepayment shall occur prior to the Prepayment Fee Release Date. If a notice of prepayment is given by Borrowers to Lender pursuant to this Section 2.4.1, the amount designated for prepayment and all other sums required under this Section 2.4 shall be due and payable on the proposed prepayment date; provided, however, Borrowers shall have the right to postpone or revoke such prepayment upon written notice to Lender not less than two (2) Business Days prior to the date such prepayment is due so long as Borrowers pay Lender and/or Servicer all actual out-of-pocket third party costs and expenses incurred by Lender and/or Servicer in connection with such postponement or revocation.

Voluntary Prepayments. From and after the date hereof, so long as no Event of Default has occurred and is continuing, Borrowers Borrower may, at their option any time, terminate financing under this Agreement and upon prepay the Indebtedness in full (but not in part except as expressly provided herein) (a “Voluntary Termination”) by providing Lender with written notice (the “Voluntary Termination Notice”) at least ten ninety (1090) calendar days prior written notice to the specific date upon which Borrower intends to cease financing hereunder and prepay the Indebtedness in full (the “Voluntary Termination Date”). After receipt of the Voluntary Termination Notice, Lender shall cease making advances under this Agreement and all Indebtedness shall be immediately due and payable upon the earlier of the Maturity Date or the Voluntary Termination Date, as applicable. In connection with a Voluntary Termination, the Indebtedness owing and to be paid by Borrower to Lender on the Voluntary Termination Date shall include as liquidated damages, not as a penalty, the Liquidated Damages. Notwithstanding any other provision of any Loan Document, no termination of financing under this Agreement shall affect Lender’s rights or any of the Indebtedness existing as of the Voluntary Termination Date, and the provisions of the Loan Documents shall continue to be fully operative until the Indebtedness (other than indemnity obligations under the Loan Documents that are not then due and payable or such shorter period as may be permitted by Lender), prepay for which any events or claims that would give rise thereto are not then pending) have been fully performed and indefeasibly paid in cash in full. The Liens granted to the Debt Collateral Agent for the benefit of Lender under the Loan Documents and the financing statements filed pursuant thereto and the rights and powers of Secured Parties thereunder shall continue in whole or in part, but in no event shall any partial prepayment be less than $5,000,000.00; provided that any prepayment is accompanied by full force and effect until (a) if such prepayment occurs on a date all of the Indebtedness (other than a Payment Dateindemnity obligations under the Loan Documents that are not then due and payable or for which any events or claims that would give rise thereto are not then pending) has been fully performed and indefeasibly paid in full in cash, all interest which would have accrued on and (b) financing under this Agreement has been terminated, as provided herein. Lender hereby agrees to give Borrower written confirmation of the amount of the Loan to be paid through, but not including, the next succeeding ninth (9th) day Indebtedness in a timely fashion following receipt of a calendar month, or, if such prepayment occurs on a Payment Date, through and including the last day of the Interest Period immediately prior to the applicable Payment Date; (b) if such prepayment occurs prior to the Spread Maintenance Release Date, the Spread Maintenance Premium due with respect to the amount prepaid, if any; and (c) all other sums due and payable under Voluntary Termination Notice. Except as provided in this Section 2.6 or as otherwise expressly provided in this Agreement, Borrower may not voluntarily prepay the Note, and Term Loan or the other Loan Documents, including, but not limited to, the Breakage Costs, if any, the applicable Prepayment Fee, if any, and all of Lender’s costs and expenses (including reasonable attorney’s fees and disbursements) incurred by Lender in connection with such prepayment. No Spread Maintenance Premium or, subject to the proviso at the end of this sentence, any other prepayment premium or fee shall be due in connection with any prepayment of the Loan (i) made after the Spread Maintenance Release Date, or (ii) made from 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; provided, however, that the applicable Prepayment Fee shall be due in connection with any prepayment of the Loan made from the proceeds of any Minimum Mandatory Prepayment (or any partial payment on account thereof), Release Parcel Release Price, Adjacent Parcel Release Price and/or IP Release Price if any such prepayment shall occur prior to the Prepayment Fee Release Date. If a notice of prepayment is given by Borrowers to Lender pursuant to this Section 2.4.1, the amount designated for prepayment and all other sums required under this Section 2.4 shall be due and payable on the proposed prepayment date; provided, however, Borrowers shall have the right to postpone or revoke such prepayment upon written notice to Lender not less than two (2) Business Days prior to the date such prepayment is due so long as Borrowers pay Lender and/or Servicer all actual out-of-pocket third party costs and expenses incurred by Lender and/or Servicer in connection with such postponement or revocationRevolving Loan.

Voluntary Prepayments. From and The Borrowers shall have the right at any time after the date hereof, so long as no Event second anniversary of Default has occurred the Closing Date and is continuing, Borrowers may, at their option and upon at least ten (10) days prior from time to time thereafter to deliver a written notice to Lender the Administrative Agent containing an offer by the Borrowers to prepay the Loans in whole (or but not in part) on a Business Day set forth in such shorter period as may be permitted notice (such date, a “Voluntary Prepayment Date”) which is not earlier than 60 days following the date on which such notice is actually received by Lenderthe Administrative Agent (such date, a “Voluntary Prepayment Notice Date”), prepay and the Debt in whole or in partLenders shall accept such offer if, but in no event shall any partial prepayment be less than $5,000,000.00; provided that any prepayment is accompanied by and only to the extent that, (a) if such prepayment occurs on the Borrowers shall have entered into a date other than a Payment Date, all interest which would have accrued on Registration Rights Agreement for the amount benefit of the Loan Initial Lenders in form and substance reasonably acceptable to be paid through, but not including, the next succeeding ninth (9th) day of a calendar month, or, if such prepayment occurs on a Payment Date, through and including the last day of the Interest Period immediately Initial Lenders prior to the applicable Payment Date; date of such offer, (b) if such prepayment occurs prior to is permitted under the Spread Maintenance Release DateReference Subordination Agreement, the Spread Maintenance Premium due with respect to the amount prepaid, if any; and (c) all other sums the Borrowers deliver to the Lenders documentation in substance and form reasonably satisfactory to the Lenders evidencing that the Borrowers have binding commitments from financing sources (including cash on hand) acceptable to the Lenders to finance such prepayment, in an amount not less than the aggregate outstanding principal amount of, and interest on, the Loans through the Voluntary Prepayment Date (including any additional amounts under Sections 4.2(b)(ii) and 6.5), and (d) the Voluntary Prepayment Compensation Condition has been satisfied. Any such notice to prepay the Loans shall be irrevocable and in case the Borrowers deliver such notice and the conditions under clauses (a) through (d) above are satisfied, the Loans shall become due and payable under this Agreement, in full on the Note, and Voluntary Prepayment Date. Notwithstanding the other Loan Documents, including, but not limited to, the Breakage Costs, if any, the applicable Prepayment Fee, if any, and all of Lender’s costs and expenses (including reasonable attorney’s fees and disbursements) incurred by Lender in connection with such prepayment. No Spread Maintenance Premium orforegoing, subject to the proviso at Reference Subordination Agreement, to the end of this sentence, any other prepayment premium or fee extent the Borrowers shall be due in connection with any prepayment have entered into a Registration Rights Agreement for the benefit of the Loan (i) made after Initial Lenders in form and substance reasonably acceptable to the Spread Maintenance Release Date, or (ii) made from 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; provided, however, that the applicable Prepayment Fee shall be due in connection with any prepayment of the Loan made from the proceeds of any Minimum Mandatory Prepayment (or any partial payment on account thereof), Release Parcel Release Price, Adjacent Parcel Release Price and/or IP Release Price if any such prepayment shall occur Initial Lenders prior to the Prepayment Fee Release Date. If a notice date of prepayment is given by Borrowers to Lender pursuant to this Section 2.4.1any IPO, the amount designated for prepayment and all other sums required under this Section 2.4 shall be due and payable on the proposed prepayment date; provided, however, Borrowers shall have the right to postpone or revoke such prepayment upon prepay the Loans in whole (but not in part) at any time (subject to a five Business Days prior written notice to Lender not less than two (2) Business Days prior such effect from the Borrower Representative to the date Administrative Agent) after such prepayment is due so long as Borrowers pay Lender and/or Servicer all actual out-of-pocket third party costs and expenses incurred by Lender and/or Servicer in connection IPO without any obligation to comply with such postponement or revocationthe foregoing provisions of this Section 6.2.1 other than clause (b).

Voluntary Prepayments. From and after Borrower shall have the date hereof, so long as no Event of Default has occurred and is continuing, Borrowers mayright, at their option any time and upon at least ten (10) days from time to time, to prepay the Loans without penalty or premium. Borrower shall give Lender notice of any such prepayment with respect to Base Rate Loans and not less than 3 Eurodollar Business Days prior written notice of any such prepayment with respect to Lender LIBOR Rate Loans. In each case, such notice shall specify the date on which such prepayment is to be made (which shall be a Business Day or such shorter period Eurodollar Business Day, as may be permitted by Lenderapplicable), prepay whether the Debt in whole Loan to be prepaid is a Revolving Loan or in part, but in no event shall any partial prepayment be less than $5,000,000.00; provided that any prepayment is accompanied by (a) if a Term Loan and the amount of such prepayment. Each such prepayment occurs on a date other than a Payment Dateshall be in an aggregate minimum amount of $250,000, all and integral multiples of $50,000 in excess of such amount, in each case, and shall include interest which would have accrued on the amount of the Loan to be paid throughprepaid to, but not including, the next succeeding ninth date of payment in accordance with the terms hereof (9th) day or, in each case, such lesser amount constituting the amount of all Loans then outstanding). All prepayments of a calendar monthTerm Loan made pursuant to this Section 2.9 shall be applied against the remaining installments of principal due in respect thereof in the inverse order of maturity. The foregoing to the contrary notwithstanding, or(x) Borrower may not make a partial principal prepayment on a LIBOR Rate Loan; and (y) Borrower may prepay the full outstanding principal balance on a LIBOR Rate Loan prior to the end of the Interest Period, provided, that such prepayment is accompanied by a fee (“LIBOR Prepayment Fee”) equal to the amount, if any, by which (i) the additional interest which would have been earned by Lender had the LIBOR Rate Loan not been prepaid, at the LIBOR Rate that would have been applicable thereto, for the period from the date of such prepayment occurs on a Payment Date, through and including to the last day of the then current Interest Period immediately prior to the applicable Payment Date; (b) if such prepayment occurs prior to the Spread Maintenance Release Datetherefore, the Spread Maintenance Premium due with respect to the amount prepaid, if any; and (c) all other sums due and payable under this Agreement, the Note, and the other Loan Documents, including, but not limited to, the Breakage Costs, if any, the applicable Prepayment Fee, if any, and all of Lender’s costs and expenses (including reasonable attorney’s fees and disbursements) incurred by Lender in connection with such prepayment. No Spread Maintenance Premium or, subject to the proviso at the end of this sentence, any other prepayment premium or fee shall be due in connection with any prepayment of the Loan (i) made after the Spread Maintenance Release Date, or exceeds (ii) made from the proceeds interest which would have been recoverable by Lender by placing the amount of any Minimum Mandatory Prepayment (or any partial payment the LIBOR Rate Loan 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; provided, however, that deposit in the LIBOR market for a period starting on the date on which it was prepaid and ending on the last day of the applicable Interest Period. Lender’s calculation of the LIBOR Prepayment Fee shall will be due in connection with any prepayment of the Loan made from the proceeds of any Minimum Mandatory Prepayment (or any partial payment on account thereof), Release Parcel Release Price, Adjacent Parcel Release Price and/or IP Release Price if any such prepayment shall occur prior to the Prepayment Fee Release Date. If a notice of prepayment is given by Borrowers to Lender pursuant to this Section 2.4.1, the amount designated for prepayment and all other sums required under this Section 2.4 shall be due and payable on the proposed prepayment date; provided, however, Borrowers shall have the right to postpone or revoke such prepayment upon written notice to Lender not less than two (2) Business Days prior to the date such prepayment is due so long as Borrowers pay Lender and/or Servicer all actual out-of-pocket third party costs and expenses incurred by Lender and/or Servicer in connection with such postponement or revocationdeemed conclusive absent manifest error.”

Voluntary Prepayments. From and after Borrower may prepay the date hereofLoan in whole or in part, so long without penalty or premium (other than payment of the Prepayment Premium as no Event of Default has occurred and is continuingprovided below), Borrowers may, at their option and upon at least ten (10) days Business Days’ prior written notice to Lender Administrative Agent, which notice (or each, a “Prepayment Notice”) shall specify the Business Day upon which such shorter period as prepayment shall be made (each such date, a “Prepayment Date”) and may be permitted revoked by LenderBorrower by written notice to Administrative Agent up until and including the Prepayment Date (provided that Borrower pays all actual out-of-pocket costs and expenses incurred by Administrative Agent or any Lender on account of such revocation), prepay provided that, together with such principal prepayment, Borrower pays (A) all accrued and unpaid interest on the Debt in whole or in partapplicable portion of the Loan being prepaid to and including the applicable Prepayment Date, but in no event shall any partial prepayment be less than $5,000,000.00; provided that any prepayment is accompanied (B) all other sums then due and payable by Borrower under the Loan Documents with respect to the portion of the Loan being prepaid, (aC) if such prepayment occurs on a date other than Prepayment Date is not a Payment Date, all interest which that would have accrued on the amount applicable portion of the Loan to be paid through, but not including, the next succeeding ninth (9th) day of a calendar month, or, if such prepayment occurs on a Payment Date, being prepaid through and including the last day of the Interest Period immediately prior to within which such Prepayment Date occurs, (D) the applicable Payment Date; (b) if such prepayment occurs prior to the Spread Maintenance Release Date, the Spread Maintenance Premium due with respect to the amount prepaid, if any; and (c) all other sums due and payable under this Agreement, the Note, and the other Loan Documents, including, but not limited to, the Breakage CostsPrepayment Premium, if any, the applicable Prepayment Fee, if anyto such payment, and all of Lender’s costs and expenses (including reasonable attorney’s fees and disbursementsE) incurred by Lender in connection contemporaneous with such prepayment. No Spread Maintenance Premium or, subject to the proviso at the end of this sentence, any other prepayment premium or fee shall be due in connection with any prepayment of the Loan (i) made after the Spread Maintenance Release Date, or (ii) made from the proceeds of any Minimum Mandatory Prepayment in full (or any partial payment a portion thereof, as the case may be) Borrower shall also cause the Mortgage Borrower to prepay the Mortgage Loan or a corresponding percentage thereof based 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; provided, however, that the applicable Prepayment Fee shall be due Loan Percentage Share in connection accordance with any prepayment the provisions of the Mortgage Loan made from the proceeds Agreement. Upon receipt of any Minimum Mandatory a Prepayment (or any partial payment on account thereof), Release Parcel Release Price, Adjacent Parcel Release Price and/or IP Release Price if any such prepayment shall occur prior to the Prepayment Fee Release Date. If a notice of prepayment is given by Borrowers to Lender Notice pursuant to this Section 2.4.12.12, Administrative Agent shall promptly (but in no event more than one (1) Business Day after Administrative Agent’s receipt of such written notice) notify each Lender of the contents thereof and of such Xxxxxx’s ratable share of the principal amount designated for prepayment and all other sums required under this Section 2.4 of such prepayment. Except as otherwise provided above, no portion of the Mortgager Loan shall be due and payable on prepaid until the proposed prepayment date; provided, however, Borrowers shall have the right to postpone or revoke such prepayment upon written notice to Lender not less than two (2) Business Days prior to the date such prepayment is due so long as Borrowers pay Lender and/or Servicer all actual out-of-pocket third party costs and expenses incurred by Lender and/or Servicer Loan has been repaid in connection with such postponement or revocationfull.”

Voluntary Prepayments. From and after Borrower shall have the date hereof, so long as no Event of Default has occurred and is continuing, Borrowers mayright, at their option any time and upon at least ten (10) days from time to time, to prepay the Loans without penalty or premium. Borrower shall give Lender notice of any such prepayment with respect to Base Rate Loans and not less than 3 Eurodollar Business Days prior written notice of any such prepayment with respect to Lender LIBOR Rate Loans. In each case, such notice shall specify the date on which such prepayment is to be made (which shall be a Business Day or such shorter period Eurodollar Business Day, as may be permitted by Lenderapplicable), prepay whether the Debt in whole Loan to be prepaid is a Revolving Loan or in part, but in no event shall any partial prepayment be less than $5,000,000.00; provided that any prepayment is accompanied by (a) if a Term Loan and the amount of such prepayment. Each such prepayment occurs on a date other than a Payment Dateshall be in an aggregate minimum amount of $250,000, all and integral multiples of $50,000 in excess of such amount, in each case, and shall include interest which would have accrued on the amount of the Loan to be paid throughprepaid to, but not including, the next succeeding ninth date of payment in accordance with the terms hereof (9th) day or, in each case, such lesser amount constituting the amount of all Loans then outstanding). All prepayments of a calendar monthTerm Loan made pursuant to this Section 2.9 shall be applied against the remaining installments of principal due in respect thereof in the inverse order of maturity. The foregoing to the contrary notwithstanding, or(x) Borrower may not make a partial principal prepayment on a LIBOR Rate Loan; and (y) Borrower may prepay the full outstanding principal balance on a LIBOR Rate Loan prior to the end of the Interest Period, provided, that such prepayment is accompanied by a fee ("LIBOR Prepayment Fee") equal to the amount, if any, by which (i) the additional interest which would have been earned by Lender had the LIBOR Rate Loan not been prepaid, at the LIBOR Rate that would have been applicable thereto, for the period from the date of such prepayment occurs on a Payment Date, through and including to the last day of the then current Interest Period immediately prior to the applicable Payment Date; (b) if such prepayment occurs prior to the Spread Maintenance Release Datetherefore, the Spread Maintenance Premium due with respect to the amount prepaid, if any; and (c) all other sums due and payable under this Agreement, the Note, and the other Loan Documents, including, but not limited to, the Breakage Costs, if any, the applicable Prepayment Fee, if any, and all of Lender’s costs and expenses (including reasonable attorney’s fees and disbursements) incurred by Lender in connection with such prepayment. No Spread Maintenance Premium or, subject to the proviso at the end of this sentence, any other prepayment premium or fee shall be due in connection with any prepayment of the Loan (i) made after the Spread Maintenance Release Date, or exceeds (ii) made from the proceeds interest which would have been recoverable by Lender by placing the amount of any Minimum Mandatory Prepayment (or any partial payment the LIBOR Rate Loan 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; provided, however, that deposit in the LIBOR market for a period starting on the date on which it was prepaid and ending on the last day of the applicable Interest Period. Lender’s calculation of the LIBOR Prepayment Fee shall will be due in connection with any prepayment of the Loan made from the proceeds of any Minimum Mandatory Prepayment (or any partial payment on account thereof), Release Parcel Release Price, Adjacent Parcel Release Price and/or IP Release Price if any such prepayment shall occur prior to the Prepayment Fee Release Date. If a notice of prepayment is given by Borrowers to Lender pursuant to this Section 2.4.1, the amount designated for prepayment and all other sums required under this Section 2.4 shall be due and payable on the proposed prepayment date; provided, however, Borrowers shall have the right to postpone or revoke such prepayment upon written notice to Lender not less than two (2) Business Days prior to the date such prepayment is due so long as Borrowers pay Lender and/or Servicer all actual out-of-pocket third party costs and expenses incurred by Lender and/or Servicer in connection with such postponement or revocationdeemed conclusive absent manifest error.

Voluntary Prepayments. From and after Borrower shall have the date hereof, so long as no Event of Default has occurred and is continuing, Borrowers mayright, at their option any time and upon at least ten (10) days from time to time, to prepay the Loans without penalty or premium. Borrower shall give Lender notice of any such prepayment with respect to Base Rate Loans and not less than 3 Eurodollar Business Days prior written notice of any such prepayment with respect to Lender LIBOR Rate Loans. In each case, such notice shall specify the date on which such prepayment is to be made (which shall be a Business Day or such shorter period Eurodollar Business Day, as may be permitted by Lenderapplicable), prepay and the Debt in whole or in part, but in no event shall any partial prepayment be less than $5,000,000.00; provided that any prepayment is accompanied by (a) if amount of such prepayment. Each such prepayment occurs on a date other than a Payment Dateshall be in an aggregate minimum amount of $250,000, all and integral multiples of $50,000 in excess of such amount, in each case, and shall include interest which would have accrued on the amount of the Loan to be paid throughprepaid to, but not including, the next succeeding ninth date of payment in accordance with the terms hereof (9th) day of a calendar month, or, if in each case, such lesser amount constituting the amount of all Loans then outstanding). All prepayments of the Loans made pursuant to this Section 2.9 after the date when the Loans have been converted into a term loan pursuant to the provisions of Section 2.3(e) shall be applied against the remaining installments of principal due in respect thereof in the inverse order of maturity. The foregoing to the contrary notwithstanding, (x) Borrower may not make a partial principal prepayment on a LIBOR Rate Loan; and (y) Borrower may prepay the full outstanding principal balance on a LIBOR Rate Loan prior to the end of the Interest Period, provided, that such prepayment occurs on is accompanied by a Payment Datefee (“LIBOR Prepayment Fee”) equal to the amount, through and including if any, by which (i) the additional interest which would have been earned by Lender had the LIBOR Rate Loan not been prepaid, at the LIBOR Rate that would have been applicable thereto, for the period from the date of such prepayment to the last day of the then current Interest Period immediately prior to the applicable Payment Date; (b) if such prepayment occurs prior to the Spread Maintenance Release Datetherefore, the Spread Maintenance Premium due with respect to the amount prepaid, if any; and (c) all other sums due and payable under this Agreement, the Note, and the other Loan Documents, including, but not limited to, the Breakage Costs, if any, the applicable Prepayment Fee, if any, and all of Lender’s costs and expenses (including reasonable attorney’s fees and disbursements) incurred by Lender in connection with such prepayment. No Spread Maintenance Premium or, subject to the proviso at the end of this sentence, any other prepayment premium or fee shall be due in connection with any prepayment of the Loan (i) made after the Spread Maintenance Release Date, or exceeds (ii) made from the proceeds interest which would have been recoverable by Lender by placing the amount of any Minimum Mandatory Prepayment (or any partial payment the LIBOR Rate Loan 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; provided, however, that deposit in the LIBOR market for a period starting on the date on which it was prepaid and ending on the last day of the applicable Interest Period. Lender’s calculation of the LIBOR Prepayment Fee shall will be due in connection with any prepayment of the Loan made from the proceeds of any Minimum Mandatory Prepayment (or any partial payment on account thereof), Release Parcel Release Price, Adjacent Parcel Release Price and/or IP Release Price if any such prepayment shall occur prior to the Prepayment Fee Release Date. If a notice of prepayment is given by Borrowers to Lender pursuant to this Section 2.4.1, the amount designated for prepayment and all other sums required under this Section 2.4 shall be due and payable on the proposed prepayment date; provided, however, Borrowers shall have the right to postpone or revoke such prepayment upon written notice to Lender not less than two (2) Business Days prior to the date such prepayment is due so long as Borrowers pay Lender and/or Servicer all actual out-of-pocket third party costs and expenses incurred by Lender and/or Servicer in connection with such postponement or revocationdeemed conclusive absent manifest error.

Voluntary Prepayments. From and after Except as otherwise expressly provided herein, Borrower shall not have the date hereof, so long as no Event of Default has occurred and is continuing, Borrowers right to prepay the Loan in whole or in part prior to the Maturity Date. Borrower may, at their its option and upon at least ten thirty (1030) days prior written notice to Lender specifying the Business Day on which such prepayment is to be made (or such shorter period as a “Prepayment Date”) (which notice may be permitted revoked by LenderBorrower at any time prior to the Prepayment Date provided that Borrower shall reimburse Lender for any costs incurred by Lender as a result of such revocation), prepay the Debt in whole or in partwhole, but not in no event shall any partial prepayment be less than $5,000,000.00; part (except as otherwise expressly permitted under this Agreement), provided that any such prepayment is accompanied by (a) if such prepayment occurs on a date other than a Payment Date, all interest which would have accrued on the amount of the Loan to be paid through, but not including, the next succeeding ninth (9th) day of a calendar month, or, if such prepayment occurs on a Payment Date, being so prepaid through and including the last day of the Interest Accrual Period immediately prior to the applicable Payment in effect as of such Prepayment Date; , (b) if such prepayment occurs prior to the Spread Maintenance Release Date, the Spread Maintenance Premium due with respect to the amount prepaid, if any; and (c) all other sums due and payable under this Agreement, the Note, Agreement and the other Loan Documents, including, but not limited to, the Breakage Costs, if any, the applicable Prepayment Fee, if any, to any amounts due under Section 2.2.4 hereof and all of Lender’s out-of-pocket costs and expenses (including reasonable attorney’s fees and disbursements) incurred by Lender in connection with such prepayment, and (c) the Prepayment Premium applicable to such payment (if any). No Spread Maintenance Premium or, subject to the proviso at the end Unless an Event of this sentenceDefault then exists, any other prepayment premium or fee shall be due in connection with any voluntary prepayment of the Loan (i) and the Mortgage Loan shall be made after the Spread Maintenance Release Date, or (ii) made from the proceeds such that Lender and Mortgage Lender shall receive their respective pro rata share of any Minimum Mandatory Prepayment principal amount so repaid (or any partial payment based on account thereofthe respective outstanding principal balances of the Loan and the Mortgage Loan in effect at such time). Notwithstanding the foregoing, Non-Qualified Mandatory Prepayment, Additional Non-Qualified Mandatory Prepayment, Release Parcel Release Price, Adjacent Parcel Release Price and/or IP Release Price; provided, however, that in no event shall Borrower be permitted to prepay the applicable Prepayment Fee shall be due in connection with any Debt on a date during an Interest Accrual Period (other than a prepayment of the Loan made from the proceeds of any Minimum Mandatory Prepayment (or any partial payment Debt in whole on account thereof), Release Parcel Release Price, Adjacent Parcel Release Price and/or IP Release Price if any such prepayment shall occur a Payment Date) which is prior to the Prepayment Fee Release DateDetermination Date for such Interest Accrual Period. If a notice of prepayment is given by Borrowers to Lender pursuant to this Section 2.4.1, the amount designated for prepayment and all other sums required under this Section 2.4 shall be due and payable on the proposed prepayment date; provided, however, Borrowers shall have the right to postpone or revoke such prepayment upon written notice to Lender not less than two (2) Business Days prior to the date such prepayment is due so long as Borrowers pay Lender and/or Servicer all actual out-of-pocket third party costs and expenses incurred by Lender and/or Servicer in connection with such postponement or revocation.2.5.2

Voluntary Prepayments. From Subject to the terms of this Agreement and after the date hereofpayment of the applicable prepayment premium set forth below, so long as no Event Borrower may voluntarily prepay the entire principal amount of Default has occurred and is continuingthe Loan, Borrowers mayin whole but not in part, at their option and any time, upon at least ten (10) days days' prior written notice to Lender Agent. Any such prepayment must include all outstanding principal, accrued but unpaid interest, and all other Obligations, including the applicable prepayment premium provided below. Any voluntary prepayment of the Loan in full, whether before or after the occurrence of an Event of Default, must be accompanied by a prepayment premium (the “Applicable Prepayment Premium”) calculated, as of immediately prior to such prepayment, as follows: Date of Prepayment Premium Loan Year One No voluntary prepayment allowed Loan Year Two Three percent (3%) of the then outstanding bal-ance of the Loan Loan Year Three Two percent (2%) of the then outstanding balance of the Loan Loan Year Four and thereafter One percent (1%) of the then outstanding balance of the Loan If the Loan is accelerated based on an Event of Default prior to the expiration of the first Loan Year, or if Borrower undertakes a voluntary prepayment of the full amount owed on the Loan prior to expiration of the first Loan Year, at Agent’s sole discretion, payments on the Loan must include the Prepayment Premium that would be applicable if prepayment occurred in the second Loan Year. Notwithstanding the foregoing, no prepayment premium shall be payable, and there shall be no prepayment prohibition at any time, in connection with (i) any release of an Interval and the payment of the applicable Release Price, if any such shorter period payment is required, as may be permitted by Lender), prepay the Debt set forth in whole Section 2.3(b) above or in part, but in no event shall any partial prepayment be less than $5,000,000.00; provided that (ii) any prepayment is accompanied by of the principal balance of the Loan which occurs in accordance with Section 2.4(b) or (aiii) if such prepayment occurs on a date is from the issuance of subordinated debt, sale of stock or from other than a Payment Date, all interest which would have accrued on the amount forms of the Loan to be paid through, but not including, the next succeeding ninth (9th) day of a calendar month, or, if such prepayment occurs on a Payment Date, through and including the last day of the Interest Period immediately prior equity contributions to the applicable Payment Date; capital of Borrower or (biv) if such prepayment occurs prior is from internally generated cashflow. In addition to the Spread Maintenance Release Dateabove, Borrower may also prepay the Spread Maintenance Premium due with respect to the amount prepaid, if any; and (c) all other sums due and payable under this Agreement, the Note, and the other entire Inventory Loan Documents, includingwithout penalty, but not limited towithin ninety (90) days of giving Agent prior written notice of its intent to do so, in the Breakage Costs, if any, the applicable Prepayment Fee, if any, and all of Lender’s costs and expenses (including reasonable attorney’s fees and disbursements) incurred by Lender in connection with such prepayment. No Spread Maintenance Premium or, subject to the proviso at the end of this sentence, any other prepayment premium or fee shall be due in connection with any prepayment of the Loan event that Agent (i) made after modifies the Spread Maintenance Release Datereserves referenced in Section 2.1(b), or (ii) made from reduces the proceeds Loan To Retail Value Ratio or (iii) changes in a material way, adverse to Borrower, the definition of any Minimum Mandatory Prepayment Eligible Inventory if the result of such change or modification would result in a reduction in Availability of more than 15% over a continuous 60 day period, as measured against Availability immediately preceding the actions in Subsections (or any partial payment on account thereofi), Non-Qualified Mandatory Prepayment(ii) or (iii) above implemented by Agent. If Borrower voluntarily prepays the entire Inventory Loan, Additional Non-Qualified Mandatory Prepayment, Release Parcel Release Price, Adjacent Parcel Release Price and/or IP Release Price; provided, however, that the applicable Prepayment Fee shall such prepayment must be due in connection with any prepayment accompanied by full payment of the Loan made from outstanding balance under the proceeds of any Minimum Mandatory Prepayment (or any partial payment on account thereof), Release Parcel Release Price, Adjacent Parcel Release Price and/or IP Release Price if any such prepayment shall occur prior to the Prepayment Fee Release Date. If a notice of prepayment is given by Borrowers to Lender pursuant to this Section 2.4.1, the amount designated for prepayment and all other sums required under this Section 2.4 shall be due and payable on the proposed prepayment date; provided, however, Borrowers shall have the right to postpone or revoke such prepayment upon written notice to Lender not less than two (2) Business Days prior to the date such prepayment is due so long as Borrowers pay Lender and/or Servicer all actual out-of-pocket third party costs and expenses incurred by Lender and/or Servicer in connection with such postponement or revocationAdditional Credit Facility.

Voluntary Prepayments. From Except as otherwise provided herein, Borrower shall not have the right to prepay the Loan in whole or in part. On and after the date hereof, so long as no Event of Default has occurred and is continuing, Borrowers Permitted Prepayment Date Borrower may, at their its option and upon at least ten thirty (1030) days prior written notice to Lender (or such shorter period as may be permitted by Lender), prepay the Debt in whole or but not in part; provided, but in no event shall any partial prepayment be less than $5,000,000.00; provided that however, any prepayment is received by Lender prior to November 10, 2008 shall be accompanied by (a) if such the applicable Prepayment Fee. Any prepayment occurs received by Lender on a date other than a Monthly Payment Date, all Date shall include interest which would have accrued thereon through and including the end of the Interest Period in which the next Monthly Payment Date occurs; provided, however, that no prepayment shall be permitted on any date during the period commencing on the amount of the Loan to be paid throughfirst calendar day immediately following a Monthly Payment Date to, but not including, the next succeeding ninth (9th) day of a Determination Date in such calendar month, orunless consented to by Lender in its sole discretion. Any notice of prepayment shall be revocable by Borrower, if such prepayment occurs except during the period commencing on a Payment Date, through and including the last day of the Interest Period immediately date five (5) Business Days prior to the applicable Payment Datedate of prepayment set forth in such notice of prepayment and ending on such date, during which time such notice is irrevocable; provided, Borrower may not revoke more than two (b2) if such notices of prepayment occurs in any twelve (12) month period. If Borrower elects to revoke a notice of prepayment in accordance with the prior sentence, Borrower shall indemnify and pay to Lender immediately upon request the Spread Maintenance Release Date, the Spread Maintenance Premium due with respect to the amount prepaid, if any; and (c) all other sums due and payable under this Agreement, the Note, and the other Loan Documents, including, but not limited to, the Breakage Costs, if any, the applicable Prepayment Fee, if any, and all of Lender’s costs and actual out-of-pocket expenses (including reasonable attorney’s fees and disbursements) incurred by Lender in connection with such prepayment. No Spread Maintenance Premium orrevocation, subject including but not limited to the proviso at the end Breakage Costs as well as any and all costs of this sentence, any other prepayment premium or fee shall be due in connection with holder of any prepayment portion of the Loan (i) made after the Spread Maintenance Release Date, or (ii) made from the proceeds Securities which was caused as a result 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; provided, however, that the applicable Prepayment Fee shall be due in connection with any prepayment of the Loan made from the proceeds of any Minimum Mandatory Prepayment (or any partial payment on account thereof), Release Parcel Release Price, Adjacent Parcel Release Price and/or IP Release Price if any such prepayment shall occur prior to the Prepayment Fee Release Date. If a notice of prepayment is given by Borrowers to Lender pursuant to this Section 2.4.1, the amount designated for prepayment and all other sums required under this Section 2.4 shall be due and payable on the proposed prepayment date; provided, however, Borrowers shall have the right to postpone or revoke such prepayment upon written notice to Lender not less than two (2) Business Days prior to the date such prepayment is due so long as Borrowers pay Lender and/or Servicer all actual out-of-pocket third party costs and expenses incurred by Lender and/or Servicer in connection with such postponement or revocation.”

Voluntary Prepayments. From Except as set forth in Section 2.5(b) below, the Loan may be prepaid only through the collections of Scheduled Payments and after any other amounts with respect to the date hereofLeases. Revolving Loan Voluntary Prepayment. Borrower may voluntarily prepay, in whole, but not in part, the principal balance of the Revolving Advances and all accrued and unpaid interest thereon at any time, so long as no Event of Default has occurred Borrower shall have identified the Prepayment Date and is continuing, Borrowers may, at their option and upon at least ten given Agent not less than thirty (1030) calendar days prior written notice to Lender (or in advance of such shorter period as may be permitted by Lender), prepay the Debt in whole or in part, but in no event shall any partial prepayment be less than $5,000,000.00; provided that any prepayment is accompanied by (a) if such prepayment occurs on a date other than a Payment proposed Prepayment Date, all interest which would have accrued on the amount of the Loan to be paid through, but not including, the next succeeding ninth (9th) day of a calendar month, or, if such prepayment occurs on a Payment Date, through and including the last day of the Interest Period immediately prior to the applicable Payment Date; (b) if such prepayment occurs prior to the Spread Maintenance Release Date, the Spread Maintenance Premium due with respect to the amount prepaid, if any; and (c) all other sums due and payable under this Agreement, the Note, and the other Loan Documents, including, but not limited to, the Breakage Costs, if any, the applicable Prepayment Fee, if any, and all of Lender’s costs and expenses (including reasonable attorney’s fees and disbursements) incurred by Lender in connection with such prepayment. No Spread Maintenance Premium or, subject to the proviso at the end of this sentence, any other prepayment premium or fee shall be due in In connection with any prepayment of the Loan (iprincipal balance of the Revolving Advances pursuant to this Section 2.5(b) made after the Spread Maintenance Release on or prior to May 14, 2021 (“Revolving Lockout Period Termination Date, or (ii) made from 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; provided, however, that the applicable Prepayment Fee Borrower shall be due in liable for the Revolving Commitment Lockout Period Additional Interest with respect to any such prepayment of the Revolving Advances which shall be paid concurrently with such prepayment. In connection with any prepayment of the Loan made from principal balance of the proceeds of any Minimum Mandatory Prepayment (or any partial payment on account thereof), Release Parcel Release Price, Adjacent Parcel Release Price and/or IP Release Price if any such prepayment shall occur prior to the Prepayment Fee Release Date. If a notice of prepayment is given by Borrowers to Lender Revolving Advances pursuant to this Section 2.4.12.5(b) after the Revolving Lockout Period Termination Date, the amount designated for prepayment and all other sums required under this Section 2.4 Borrower shall be liable for the Revolving Advance Prepayment Additional Interest which shall be paid concurrently with such prepayment. Upon the payment by the Borrower in cash in full of the Obligations with respect to the Revolving Advances (other than indemnity obligations that are not then due and payable on or with respect to which no claim has been made) pursuant to this Section 2.5(b), the proposed prepayment date; providedRevolving Loan Commitments shall terminate. Term Loan Voluntary Prepayment. Borrower may voluntarily prepay, howeverin whole, Borrowers but not in part, the principal balance of the Term Loan and all accrued and unpaid interest thereon (including PIK Interest) at any time so long as Borrower shall have identified the right to postpone or revoke such prepayment upon written notice to Lender Prepayment Date and given Agent not less than two thirty (230) Business Days calendar days prior written notice in advance of such proposed Prepayment Date. In connection with any prepayment of the principal balance of the Term Loan made pursuant to this Section 2.5(c) on or prior to the date that is eighteen (18) months following the Initial Term Loan Funding Date (“Class B Lockout Period Termination Date”), Borrower shall be liable for the Term Loan Lockout Period Additional Interest which shall be paid concurrently with such prepayment is due so long as Borrowers pay Lender and/or Servicer all actual out-of-pocket third party costs and expenses incurred by Lender and/or Servicer in prepayment. In connection with any prepayment of the principal balance of the Term Loan made pursuant to this Section 2.5(c) after the Class B Lockout Period Termination Date, Borrower shall be liable for the Term Loan Prepayment Additional Interest which shall be paid concurrently with such postponement or revocationprepayment.

Voluntary Prepayments. From and Prior to the Lockout Release Date, the Outstanding Principal Balance may not be prepaid in whole or in part. On any Payment Date occurring on or after the date hereofLockout Release Date, so long as no Event of Default has occurred and is continuing, Borrowers Borrower may, at their its option and upon at least ten thirty (1030) days prior written notice to Lender (or such shorter period as may be permitted by Lender), prepay the Debt in whole or but not in part; provided, but in no event shall any partial prepayment be less than $5,000,000.00; provided however, that any such prepayment is accompanied by (a) if such prepayment occurs on a date other than a Payment Date, all interest which would have accrued on the amount of the Loan to be paid through, but not including, through and including the next succeeding ninth (9th) last day of a calendar monththe Interest Accrual Period related to the Payment Date next occurring following the date of such prepayment, or, if such prepayment occurs on a Payment Date, through and including the last day of the Interest Accrual Period immediately prior related to the applicable such Payment Date; (b) if such prepayment occurs prior to the Spread Maintenance Release Date, the Spread Maintenance Premium due with respect to the amount prepaidPrepayment Premium, if anyapplicable; and (c) all other sums due and payable under this Agreement, the Note, and the other Loan Documents, including, but not limited to, the Breakage Costs, if any, the applicable Prepayment Feeand, if anyan Event of Default has occurred, any late fees and default interest required to be paid by Borrower hereunder as a result thereof and all of Lender’s costs and expenses (including including, without limitation, reasonable attorney’s fees and disbursements) incurred by Lender in connection with such prepayment. No Spread Maintenance Premium or, subject Notwithstanding anything to the proviso at the end of contrary set forth in this sentenceAgreement, any other no prepayment premium or fee shall be permitted from and including the day following any Payment Date through and including the next Determination Date succeeding such day. If the Prepayment Premium is due to Lender, Lender shall not be obligated to accept any prepayment unless it is accompanied by the Prepayment Premium due in connection with any prepayment of the Loan (i) made after the Spread Maintenance Release Date, or (ii) made from 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; provided, however, that the applicable Prepayment Fee shall be due in connection with any prepayment of the Loan made from the proceeds of any Minimum Mandatory Prepayment (or any partial payment on account thereof), Release Parcel Release Price, Adjacent Parcel Release Price and/or IP Release Price if any such prepayment shall occur prior to the Prepayment Fee Release Datetherewith. If a notice of prepayment is given by Borrowers to Lender pursuant to this Section 2.4.1, the amount designated for prepayment and all other sums required under this Section 2.4 shall be due and payable on the proposed prepayment date; provided, however, Borrowers Borrower shall have the right to postpone revoke or revoke such rescind in writing any notice of prepayment upon written any time on or before the prepayment date set forth in Borrower’s notice of prepayment provided that Borrower pays to Lender not less than two concurrently with each such revocation or rescission the sum of (2i) Business Days prior to the date such prepayment is due so long as Borrowers pay Lender and/or Servicer all actual out-of-pocket third party costs and expenses incurred by Lender and/or Servicer in connection with or as a result of such postponement revocation or revocationrescission, plus (ii) a fee in the amount of $25,000.00.