Common use of Voluntary Prepayments Clause in Contracts

Voluntary Prepayments. (a) 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. After the Permitted Prepayment Date, Borrower may, provided it has given Lender prior written notice in accordance with the terms of this Agreement, prepay the unpaid principal balance of the Loan in whole, but not in part, by paying, together with the amount to be prepaid, (i) interest accrued and unpaid on the outstanding principal balance of the Loan being prepaid to and including the date of prepayment, (ii) unless prepayment is tendered on a Payment Date, an amount equal to the interest that would have accrued on the amount being prepaid after the date of prepayment through and including the next Payment Date had the prepayment not been made (which amount shall constitute additional consideration for the prepayment), (iii) all other sums then due under this Agreement, the Note, the Mortgage and the other Loan Documents, and (iv) if prepayment occurs prior to the Payment Date which is one month prior to the Maturity Date, a prepayment consideration (the "PREPAYMENT CONSIDERATION") equal to the greater of (A) one percent (1%) of the outstanding principal balance of the Loan being prepaid or (B) the excess, if any, of (1) the sum of the present values of all then-scheduled payments of principal and interest under this Agreement including, but not limited to, principal and interest on the Maturity Date (with each such payment discounted to its present value at the date of prepayment at the rate which, when compounded monthly, is equivalent to the Prepayment Rate), over (2) the outstanding principal amount of the Loan. Lender shall notify Borrower of the amount and the basis of determination of the required prepayment consideration. (b) On the Payment Date that is one month prior to the Maturity Date, and on each day thereafter through the Maturity Date, Borrower may, at its option, prepay the Debt without payment of any Prepayment Consideration or other penalty or premium; PROVIDED, HOWEVER, if such prepayment is not paid on a regularly scheduled Payment Date, the Debt shall include interest that would have accrued on such prepayment through and including the day immediately preceding the Maturity Date. Borrower's right to prepay any portion of the principal balance of the Loan shall be subject to (i) Borrower's submission of a notice to Lender setting forth the amount to be prepaid and the projected date of prepayment, which date shall be no less than thirty (30) days from the date of such notice, and (ii) Borrower's actual payment to Lender of the amount to be prepaid as set forth in such notice on the projected date set forth in such notice or any day following such projected date occurring in the same calendar month as such projected date.

Voluntary Prepayments. (a) 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. After the Permitted Prepayment Date, Borrower may, provided it has given Lender prior written notice in accordance with the terms of this Agreement, prepay the unpaid principal balance of the Loan in whole, but not in part, by paying, together with the amount to be prepaid, (i) interest accrued and unpaid on the outstanding principal balance of the Loan being prepaid to and including the date of prepayment, (ii) unless prepayment is tendered on a Payment Date, an amount equal to the interest that would have accrued on the amount being prepaid after the date of prepayment through and including the next Payment Date had the prepayment not been made (which amount shall constitute additional consideration for the prepayment), (iii) all other sums then due under this Agreement, the Note, the Mortgage and the other Loan Documents, and (iv) if prepayment occurs prior to the Payment Date which is one month prior to the Maturity Date, a prepayment consideration (the "PREPAYMENT CONSIDERATION") equal to the greater of (A) one percent (1%) of the outstanding principal balance of the Loan being prepaid or (B) the excess, if any, of (1) the sum of the present values of all then-scheduled payments of principal and interest under this Agreement including, but not limited to, principal and interest on the Maturity Date (with each such payment discounted to its present value at the date of prepayment at the rate which, when compounded monthly, is equivalent to the Prepayment Rate), over (2) the outstanding principal amount of the Loan. Lender shall notify Borrower of the amount and the basis of determination of the required prepayment consideration. (b) On the Payment Date that is one month prior to the Maturity Date, and on each day thereafter through the Maturity Date, Borrower may, at its option, prepay the Debt without payment in whole or in part, provided the following conditions are satisfied: (a) No Event of Default shall have occurred and be continuing (unless, in the case of a prepayment upon the release of an Individual Property, the Event of Default relates solely to such Individual Property and therefore would be fully cured by the release of such Individual Property); (b) Borrower shall provide prior written notice to Lender specifying the date upon which the prepayment is to be made (the “Prepayment Date”), which notice shall be delivered to Lender not less than ten (10) days prior to such Prepayment Date (or such shorter period of time as may be permitted by Lender in its sole discretion), and which notice shall be irrevocable; provided, that, notwithstanding the foregoing, Lender hereby agrees that Borrower may revoke any notice of prepayment up until the date that is one (1) Business Day prior to the proposed Prepayment Consideration or Date (provided that Borrower shall be required to pay Lender, promptly upon demand, any actual, out-of-pocket expenses incurred by Lender resulting from any such revocation)); (c) each such prepayment, in the case of partial prepayments, shall be in an amount not less than Five Million and no/100 Dollars ($5,000,000.00), unless the outstanding principal balance of the Loan (prior to such prepayment) shall be less than Five Million and no/100 Dollars ($5,000,000.00), in which event the amount of the prepayment shall be in such amount as shall prepay the Debt and all other penalty or premium; PROVIDEDamounts due in connection therewith in full, HOWEVER, as more fully provided herein; (d) if such prepayment is not paid made on a regularly scheduled or prior to the Payment Date, Date occurring in the Debt shall include interest that would have accrued on Interest Period in which such prepayment through and including the day immediately preceding the Maturity Date. Borrower's right was made, then, in connection with such prepayment, Borrower shall pay to prepay any portion of 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 Interest Period then in effect notwithstanding that such Interest Period extends beyond the Prepayment Date; (e) if such prepayment is made after a Payment Date occurring in the Interest Period in which such prepayment was made, but prior to the last two (2) Business Days in such Interest Period, Borrower shall make such prepayment without paying any interest thereon (Borrower having already paid interest on such amount on the Payment Date occurring in such Interest Period); (f) if such prepayment is made on either of the last two (2) Business Days in an Interest Period, Borrower will pay to Lender, simultaneously with such prepayment, interest on the principal amount of the Loan prepaid through the last day of the Interest Period immediately following the Interest Period in which such prepayment occurs, calculated at the Applicable Interest Rate; and (g) if such prepayment is a prepayment of the Loan in full, Lender shall have received a written consent to the repayment from each Other Mezzanine Lender under each Other Mezzanine Loan or receipt by Lender of other evidence satisfactory to Lender that all conditions imposed under the terms of each Other Mezzanine Loan shall be subject to have been complied with by the borrower thereunder or otherwise waived by the applicable Other Mezzanine Lender. Any prepayment received by Lender on a day other than a Payment Date (i) Borrower's submission of but not any amount received between a notice to Lender setting forth the amount to be prepaid Payment Date and the projected date of prepayment, which date second to last Business Day in an Interest Period) shall be no less than thirty held by Lender in an interest-bearing account as collateral security for the Loan and shall be applied to the Debt on the next occurring Payment Date (30with all interest and other income earned on such amount being for the account of Borrower and being remitted by Lender to Borrower promptly following such next Payment Date). Any prepayment made pursuant to this Section 2.4.1 shall be applied pro rata and pari passu (a) days from first to accrued and unpaid interest on all of the date of such notice, Notes and (iib) Borrower's actual payment the balance shall be applied to principal of all the Notes. Lender agrees that it shall provide a written consent to the repayment of the amount to be prepaid as Loan upon satisfaction of the conditions set forth in clauses (a) through (f) of this Section 2.4.1. Following any prepayment of the Loan as described in this Section 2.4.1, the Allocated Loan Amounts shall be reduced (on a pro rata basis) in an amount equal to such notice on the projected date set forth in such notice or any day following such projected date occurring in the same calendar month as such projected dateprepayment.

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 (a10) Except days prior written notice to Lender (or such shorter period as otherwise provided hereinmay be permitted by Lender), Borrower shall not have the right to prepay the Loan Debt in whole or in part prior to the Permitted Prepayment Date. After the Permitted Prepayment Date, Borrower may, provided it has given Lender prior written notice in accordance with the terms of this Agreement, prepay the unpaid principal balance of the Loan in wholepart, but not in part, by paying, together with the amount to no event shall any partial prepayment be prepaid, (i) interest accrued and unpaid on the outstanding principal balance of the Loan being prepaid to and including the date of prepayment, (ii) unless less than $5,000,000.00; provided that any prepayment is tendered accompanied by (a) if such prepayment occurs on a date other than a Payment Date, an amount equal to the all interest that which would have accrued on the amount being prepaid after of the date 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 next last day of the Interest Period immediately prior to the applicable Payment Date had Date; (b) if such prepayment occurs prior to the prepayment not been made Spread Maintenance Release Date, the Spread Maintenance Premium due with respect to the amount prepaid, if any; and (which amount shall constitute additional consideration for the prepayment), (iiic) all other sums then due and payable under this Agreement, the Note, the Mortgage and the other Loan Documents, and (iv) if prepayment occurs prior to the Payment Date which is one month prior to the Maturity Date, a prepayment consideration (the "PREPAYMENT CONSIDERATION") equal to the greater of (A) one percent (1%) of the outstanding principal balance of the Loan being prepaid or (B) the excess, if any, of (1) the sum of the present values of all then-scheduled payments of principal and interest under this Agreement including, but not limited to, principal the Breakage Costs, if any, the applicable Prepayment Fee, if any, and interest on 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 Maturity Date (with each such payment discounted to its present value proviso at the date end of this sentence, any other prepayment at premium or fee shall be due in connection with any prepayment of the rate whichLoan (i) made after the Spread Maintenance Release Date, when compounded monthlyor (ii) made from the proceeds of any Minimum Mandatory Prepayment (or any partial payment on account thereof), is equivalent 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 Rate)Fee Release Date. If a notice of prepayment is given by Borrowers to Lender pursuant to this Section 2.4.1, over 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) the outstanding principal amount of the Loan. Lender shall notify Borrower of the amount and the basis of determination of the required prepayment consideration. (b) On the Payment Date that is one month Business Days prior to the Maturity Date, and on each day thereafter through the Maturity Date, Borrower may, at its option, prepay the Debt without payment of any Prepayment Consideration or other penalty or premium; PROVIDED, HOWEVER, if date such prepayment is not paid on a regularly scheduled Payment Date, the Debt shall include interest that would have accrued on 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 prepayment through and including the day immediately preceding the Maturity Date. Borrower's right to prepay any portion of the principal balance of the Loan shall be subject to (i) Borrower's submission of a notice to Lender setting forth the amount to be prepaid and the projected date of prepayment, which date shall be no less than thirty (30) days from the date of such notice, and (ii) Borrower's actual payment to Lender of the amount to be prepaid as set forth in such notice on the projected date set forth in such notice postponement or any day following such projected date occurring in the same calendar month as such projected daterevocation.

Voluntary Prepayments. (a) 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. After the Permitted Prepayment Date, Borrower may, provided it has given Lender prior written notice in accordance with the terms of this Agreement, prepay the unpaid principal balance of the Loan in whole, but not in part, by paying, together with the amount to be prepaid, (i) interest accrued and unpaid on the outstanding principal balance of the Loan being prepaid to and including the date of prepayment, (ii) unless prepayment is tendered on a Payment Date, an amount equal to the interest that would have accrued on the amount being prepaid after the date of prepayment through and including the next Payment Date had the prepayment not been made (which amount shall constitute additional consideration for the prepayment), (iii) all other sums then due under this Agreement, the Note, the Mortgage and the other Loan Documents, and (iv) if prepayment occurs prior to the Payment Date which is one month prior to the Maturity Date, a prepayment consideration (the "PREPAYMENT CONSIDERATION") equal to the greater of (A) one percent (1%) of the outstanding principal balance of the Loan being prepaid or (B) the excess, if any, of (1) the sum of the present values of all then-scheduled payments of principal and interest under this Agreement including, but not limited to, principal and interest on the Maturity Date (with each such payment discounted to its present value at the date of prepayment at the rate which, when compounded monthly, is equivalent to the Prepayment Rate), over (2) the outstanding principal amount of the Loan. Lender shall notify Borrower of the amount and the basis of determination of the required prepayment consideration. (b) On the Payment Date that is one month prior to the Maturity Date, and on each day thereafter through the Maturity Date, Borrower may, at its option, prepay the Debt without payment in whole or in part, provided, the following conditions are satisfied: (a) No Event of Default shall have occurred and be continuing (unless, in the case of a prepayment upon the release of an Individual Property, the Event of Default relates solely to such Individual Property and therefore would be fully cured by the release of such Individual Property); (b) Borrower shall provide prior written notice to Lender specifying the date upon which the prepayment is to be made (the “Prepayment Date”), which notice shall be delivered to Lender not less than ten (10) days prior to such Prepayment Date, and which notice shall be irrevocable (or such shorter period of time as may be permitted by Lender in its sole discretion) (Lender hereby agreeing that Borrower may revoke any notice of prepayment up until the date that is one (1) Business Day prior to the proposed Prepayment Consideration or Date (provided that Borrower shall be required to pay Lender, promptly upon demand, any actual, out-of-pocket expenses incurred by Lender resulting from any such revocation)); (c) each such prepayment, in the case of partial prepayments, shall be in an amount not less than Five Million and No/100 Dollars ($5,000,000.00), unless the outstanding principal balance of the Loan (prior to such prepayment) shall be less than Five Million and No/100 Dollars ($5,000,000.00), in which event the amount of the prepayment shall be in such amount as shall prepay the Debt and all other penalty or premium; PROVIDEDamounts due in connection therewith in full, HOWEVER, as more fully provided herein; (d) if such prepayment is not paid made on a regularly scheduled or prior to the Payment Date, Date occurring in the Debt shall include interest that would have accrued on Interest Period in which such prepayment through and including the day immediately preceding the Maturity Date. Borrower's right was made, then, in connection with such prepayment Borrower shall pay to prepay any portion of 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 Interest Period then in effect notwithstanding that such Interest Period extends beyond the Prepayment Date; (e) if such prepayment is made after a Payment Date occurring in the Interest Period in which such prepayment was made, but prior to the last two (2) Business Days in such Interest Period, Borrower shall make such prepayment without paying any interest thereon (Borrower having already paid interest on such amount on the Payment Date occurring in such Interest Period); (f) if such prepayment is made on either of the last two (2) Business Days in an Interest Period, Borrower will pay to Lender, simultaneously with such prepayment, interest on the principal amount of the Loan prepaid through the last day of the Interest Period immediately following the Interest Period in which such prepayment occurs, calculated at the Applicable Interest Rate; (g) if such prepayment is a prepayment of the Loan in full, Lender shall have received a written consent to the repayment from the lender under each Other Mezzanine Loan (and, if any, a Permitted Mezzanine Loan) or receipt by Lender of other evidence satisfactory to Lender that all conditions imposed under the terms of each Other Mezzanine Loan and Permitted Mezzanine Loan shall be subject have been complied with by the borrower thereunder or otherwise waived by the applicable lender, including the simultaneous pro rata prepayment of each Other Mezzanine Loan and Permitted Mezzanine Loan if required thereunder; and (h) if such prepayment is made on or prior to the Spread Maintenance Outside Date, then in connection with any such prepayment, Borrower shall pay to Lender, simultaneously with such prepayment, the Spread Maintenance Premium in respect of such prepayment. Any prepayment received by Lender on other than a Payment Date (i) Borrower's submission of but not any amount received between a notice to Lender setting forth the amount to be prepaid Payment Date and the projected date of prepayment, which date second to last Business Day in an Interest Period) shall be no less than thirty held by Lender in an interest-bearing account as collateral security for the Loan and shall be applied to the Debt on the next occurring Payment Date (30with all interest and other income earned on such amount being for the account of Borrower and being remitted by Lender to Borrower promptly following such next Payment Date). Any prepayment made pursuant to this Section 2.4.1 shall be applied pro rata and pari passu (a) days from first to accrued and unpaid interest on all of the date of such notice, Notes and (iib) Borrower's actual payment the balance shall be applied to principal of all the Notes. Lender agrees that it shall provide a written consent to the repayment of the amount to be prepaid as Loan upon satisfaction of the conditions set forth in such notice on the projected date set forth in such notice or any day following such projected date occurring in the same calendar month as such projected dateclauses (a) through (f) and clause (h) of this Section 2.4.1.

Voluntary Prepayments. (a) 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. After the Permitted Prepayment Date, Borrower may, provided it has given Lender prior written notice in accordance with the terms of this Agreement, prepay the unpaid principal balance of the Loan in whole, but not in part, by paying, together with the amount to be prepaid, (i) interest accrued and unpaid on the outstanding principal balance of the Loan being prepaid to and including the date of prepayment, (ii) unless prepayment is tendered on a Payment Date, an amount equal to the interest that would have accrued on the amount being prepaid after the date of prepayment through and including the next Payment Date had the prepayment not been made (which amount shall constitute additional consideration for the prepayment), (iii) all other sums then due under this Agreement, the Note, the Mortgage and the other Loan Documents, and (iv) if prepayment occurs prior to the Payment Date which is one month prior to the Maturity Date, a prepayment consideration (the "PREPAYMENT CONSIDERATION") equal to the greater of (A) one percent (1%) of the outstanding principal balance of the Loan being prepaid or (B) the excess, if any, of (1) the sum of the present values of all then-scheduled payments of principal and interest under this Agreement including, but not limited to, principal and interest on the Maturity Date (with each such payment discounted to its present value at the date of prepayment at the rate which, when compounded monthly, is equivalent to the Prepayment Rate), over (2) the outstanding principal amount of the Loan. Lender shall notify Borrower of the amount and the basis of determination of the required prepayment consideration. (b) On the Payment Date that is one month prior to the Maturity Date, and on each day thereafter through the Maturity Date, Borrower may, at its option, prepay the Debt without payment in whole or in part, provided, the following conditions are satisfied: (a) No Event of Default shall have occurred and be continuing (unless, in the case of a prepayment upon the release of an Individual Property, the Event of Default relates solely to such Individual Property and therefore would be fully cured by the release of such Individual Property); (b) Borrower shall provide prior written notice to Lender specifying the date upon which the prepayment is to be made (the “Prepayment Date”), which notice shall be delivered to Lender not less than ten (10) days prior to such Prepayment Date (or such shorter period of time as may be permitted by Lender in its sole discretion), and which notice shall be irrevocable; provided, that, notwithstanding the foregoing, Lender hereby agrees that Borrower may revoke any notice of prepayment up until the date that is one (1) Business Day prior to the proposed Prepayment Consideration or Date (provided that Borrower shall be required to pay Lender, promptly upon demand, any actual, out-of-pocket expenses incurred by Lender resulting from any such revocation)); (c) each such prepayment, in the case of partial prepayments, shall be in an amount not less than Five Million and No/100 Dollars ($5,000,000.00), unless the outstanding principal balance of the Loan (prior to such prepayment) shall be less than Five Million and No/100 Dollars ($5,000,000.00), in which event the amount of the prepayment shall be in such amount as shall prepay the Debt and all other penalty or premium; PROVIDEDamounts due in connection therewith in full, HOWEVER, as more fully provided herein; (d) if such prepayment is not paid made on a regularly scheduled or prior to the Payment Date, Date occurring in the Debt shall include interest that would have accrued on Interest Period in which such prepayment through and including the day immediately preceding the Maturity Date. Borrower's right was made, then, in connection with such prepayment Borrower shall pay to prepay any portion of 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 Interest Period then in effect notwithstanding that such Interest Period extends beyond the Prepayment Date; (e) if such prepayment is made after a Payment Date occurring in the Interest Period in which such prepayment was made, but prior to the last two (2) Business Days in such Interest Period, Borrower shall make such prepayment without paying any interest thereon (Borrower having already paid interest on such amount on the Payment Date occurring in such Interest Period); (f) if such prepayment is made on either of the last two (2) Business Days in an Interest Period, Borrower will pay to Lender, simultaneously with such prepayment, interest on the principal amount of the Loan prepaid through the last day of the Interest Period immediately following the Interest Period in which such prepayment occurs, calculated at the Applicable Interest Rate; (g) if such prepayment is a prepayment of the Loan in full, Lender shall have received a written consent to the repayment from the lender under each Other Mezzanine Loan (and, if any, a Permitted Mezzanine Loan) or receipt by Lender of other evidence satisfactory to Lender that all conditions imposed under the terms of each Other Mezzanine Loan and Permitted Mezzanine Loan shall be subject have been complied with by the borrower thereunder or otherwise waived by the applicable lender, including the simultaneous pro rata prepayment of each Other Mezzanine Loan and Permitted Mezzanine Loan if required thereunder; and (h) if such prepayment is made on or prior to the Spread Maintenance Outside Date, then in connection with any such prepayment, Borrower shall pay to Lender, simultaneously with such prepayment, the Spread Maintenance Premium in respect of such prepayment. Any prepayment received by Lender on a day other than a Payment Date (i) Borrower's submission of but not any amount received between a notice to Lender setting forth the amount to be prepaid Payment Date and the projected date of prepayment, which date second to last Business Day in an Interest Period) shall be no less than thirty held by Lender in an interest-bearing account as collateral security for the Loan and shall be applied to the Debt on the next occurring Payment Date (30with all interest and other income earned on such amount being for the account of Borrower and being remitted by Lender to Borrower promptly following such next Payment Date). Any prepayment made pursuant to this Section 2.4.1 shall be applied pro rata and pari passu (a) days from first to accrued and unpaid interest on all of the date of such notice, Notes and (iib) Borrower's actual payment the balance shall be applied to principal of all the Notes. Lender agrees that it shall provide a written consent to the repayment of the amount to be prepaid as Loan upon satisfaction of the conditions set forth in such notice on the projected date set forth in such notice or any day following such projected date occurring in the same calendar month as such projected dateclauses (a) through (f) and clause (h) of this Section 2.4.1.

Voluntary Prepayments. (a) Except as otherwise provided herein, Borrower shall not have the right to may prepay the Loan in whole or in part prior to the Permitted Prepayment Dateas provided herein. After the Permitted Prepayment Date, Borrower may, provided it has given Lender prior written notice in accordance with the terms of this Agreement, prepay the unpaid principal balance of the Loan in whole, but not in part, by paying, together with the amount to be prepaid, (i) interest accrued and unpaid on the outstanding principal balance of the Loan being prepaid to and including On any Business Day following the date of prepayment, (ii) unless prepayment is tendered on a Payment Date, an amount equal to the interest that would have accrued on the amount being prepaid after the date of prepayment through and including the next Payment Date had the prepayment not been made (which amount shall constitute additional consideration for the prepayment), (iii) all other sums then due under this Agreement, the Note, the Mortgage and the other Loan Documents, and (iv) if prepayment occurs prior to the Payment Date which is one month prior to the Maturity Date, a prepayment consideration (the "PREPAYMENT CONSIDERATION") equal to the greater of (A) one percent (1%) of the outstanding principal balance of the Loan being prepaid or (B) the excess, if any, of (1) the sum of the present values of all then-scheduled payments of principal and interest under this Agreement including, but not limited to, principal and interest on the Maturity Date (with each such payment discounted to its present value at the date of prepayment at the rate which, when compounded monthly, is equivalent to the Prepayment Rate), over (2) the outstanding principal amount of the Loan. Lender shall notify Borrower of the amount and the basis of determination of the required prepayment consideration. (b) On the Payment Date that is one month prior to the Maturity Date, and on each day thereafter through the Maturity Datehereof, Borrower may, at its option, prepay the Debt without payment of any Prepayment Consideration or other penalty or premium; PROVIDEDLoan in full (but not in part), HOWEVER, if such prepayment is not paid on a regularly scheduled Payment Date, the Debt shall include interest provided that would have accrued on such prepayment through and including the day immediately preceding the Maturity Date. Borrower's right to prepay any portion of the principal balance of the Loan shall be subject to (i) Borrower's submission no Event of Default then exists, (ii) Borrower submits a notice to Lender setting forth the amount to be prepaid and the projected date of prepayment, which date shall be no less than thirty (30) 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 is not paid on a regularly scheduled Payment Date, interest for the full Accrual Period during which the prepayment occurs and (C) all reasonable out-of-pocket costs and expenses incurred by Lender in connection with such prepayment. If prepayment occurs on or before the Permitted Prepayment Date, 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 positive difference, if any, between (i) the entire Minimum Interest, minus (ii) Borrower's actual payment to Lender the aggregate total of all monthly payments paid by Borrower during the term of the amount to be prepaid as set forth Loan (exclusive of any portions thereof constituting (A) interest accrued at the Default Rate in such notice on excess of the projected date set forth in such notice Interest Rate or any day following such projected date occurring in the same calendar month as such projected date(B) payments of principal).

Voluntary Prepayments. (a) 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. After On or after the Permitted Prepayment Date, Borrower may, provided it has given Lender prior written notice in accordance with the terms of this Agreement, prepay the unpaid principal balance of the Loan in whole, but not in part, by paying, together with the amount to be prepaid, (i) interest accrued and unpaid on the outstanding principal balance of the Loan being prepaid to and including the date of prepayment, (ii) unless prepayment is tendered on a Payment Date, an amount equal to the interest that would have accrued on the amount being prepaid after the date of prepayment through and including the next Payment Date had the prepayment not been made (which amount shall constitute additional consideration for the prepayment), (iii) all other sums then due under this Agreement, the Note, the Mortgage and the other Loan Documents, and (iv) if prepayment occurs prior to the Anticipated Repayment Payment Date which is one month three months prior to the Maturity Date, a prepayment consideration (the "PREPAYMENT CONSIDERATION"“Prepayment Consideration”) equal to the greater of (A) one percent (1%) of the outstanding principal balance of the Loan being prepaid or (B) the excess, if any, of (1) the sum of the present values of all then-scheduled payments of principal and interest under this Agreement including, but not limited to, principal and interest on the Anticipated Repayment Maturity Date (with each such payment discounted to its present value at the date of prepayment at the rate which, when compounded monthly, is equivalent to the Prepayment Rate), over (2) the outstanding principal amount of the Loan. Lender shall notify Borrower of the amount and the basis of determination of the required prepayment consideration. (b) On the Payment Date that is one month three (3) months prior to the Anticipated Repayment Maturity Date, and on each day thereafter through the Maturity Date, Borrower may, at its option, prepay the Debt Debt, in whole or in part (including a Hyper-Am Prepayment), without payment of any Prepayment Consideration or other penalty or premiumConsideration; PROVIDEDprovided, HOWEVERhowever, if such prepayment (other than a Hyper-Am Prepayment) is not paid on a regularly scheduled Payment Date, the Debt such prepayment shall include interest that would have accrued on such prepayment through and including the day immediately preceding the Maturity next Payment Date. Except in connection with a Hyper-Am Prepayment, Borrower's ’s right to prepay any portion of the principal balance of the Loan shall be subject to (i) Borrower's ’s submission of a notice to Lender setting forth the amount to be prepaid and the projected date of prepayment, which date shall be no less than thirty (30) days from the date of such notice, and (ii) Borrower's ’s actual payment to Lender of the amount to be prepaid as set forth in such notice on the projected date set forth in such notice or any day following such projected date occurring in the same calendar month as such projected date.

Voluntary Prepayments. (a) 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. After the Permitted Prepayment Date, Borrower may, provided it has given Lender prior written notice in accordance with the terms of this Agreement, prepay the unpaid principal balance of the Loan in whole, but not in part, by paying, together with the amount to be prepaid, (i) interest accrued and unpaid on the outstanding principal balance of the Loan being prepaid to and including the date of prepayment, (ii) unless prepayment is tendered on a Payment Date, an amount equal to the interest that would have accrued on the amount being prepaid after the date of prepayment through and including the next Payment Date had the prepayment not been made (which amount shall constitute additional consideration for the prepayment), (iii) all other sums then due under this Agreement, the Note, the Mortgage and the other Loan Documents, and (iv) if prepayment occurs prior to the Payment Date which is one month prior to the Maturity Date, a prepayment consideration (the "PREPAYMENT CONSIDERATION") equal to the greater of (A) one percent (1%) of the outstanding principal balance of the Loan being prepaid or (B) the excess, if any, of (1) the sum of the present values of all then-scheduled payments of principal and interest under this Agreement including, but not limited to, principal and interest on the Maturity Date (with each such payment discounted to its present value at the date of prepayment at the rate which, when compounded monthly, is equivalent to the Prepayment Rate), over (2) the outstanding principal amount of the Loan. Lender shall notify Borrower of the amount and the basis of determination of the required prepayment consideration. (b) On the Payment Date that is one month prior to the Maturity Date, and on each day thereafter through the Maturity Date, Borrower may, at its option, prepay the Debt without payment in whole or in part, provided, the following conditions are satisfied: (a) No Event of Default shall have occurred and be continuing (unless, in the case of a prepayment upon the release of an Individual Property, the Event of Default relates solely to such Individual Property and therefore would be fully cured by the release of such Individual Property); (b) Borrower shall provide prior written notice to Lender specifying the date upon which the prepayment is to be made (the “Prepayment Date”), which notice shall be delivered to Lender not less than ten (10) days prior to such Prepayment Date (or such shorter period of time as may be permitted by Lender in its sole discretion), and which notice shall be irrevocable; provided, that, notwithstanding the foregoing, Lender hereby agrees that Borrower may revoke any notice of prepayment up until the date that is one (1) Business Day prior to the proposed Prepayment Consideration or Date (provided that Borrower shall be required to pay Lender, promptly upon demand, any actual, out-of-pocket expenses incurred by Lender resulting from any such revocation)); (c) each such prepayment, in the case of partial prepayments, shall be in an amount not less than Five Million and no/100 Dollars ($5,000,000.00), unless the outstanding principal balance of the Loan (prior to such prepayment) shall be less than Five Million and no/100 Dollars ($5,000,000.00), in which event the amount of the prepayment shall be in such amount as shall prepay the Debt and all other penalty or premium; PROVIDEDamounts due in connection therewith in full, HOWEVER, as more fully provided herein; (d) if such prepayment is not paid made on a regularly scheduled or prior to the Payment Date, Date occurring in the Debt shall include interest that would have accrued on Interest Period in which such prepayment through and including the day immediately preceding the Maturity Date. Borrower's right was made, then, in connection with such prepayment Borrower shall pay to prepay any portion of 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 Interest Period then in effect notwithstanding that such Interest Period extends beyond the Prepayment Date; (e) if such prepayment is made after a Payment Date occurring in the Interest Period in which such prepayment was made, but prior to the last two (2) Business Days in such Interest Period, Borrower shall make such prepayment without paying any interest thereon (Borrower having already paid interest on such amount on the Payment Date occurring in such Interest Period); (f) if such prepayment is made on either of the last two (2) Business Days in an Interest Period, Borrower will pay to Lender, simultaneously with such prepayment, interest on the principal amount of the Loan prepaid through the last day of the Interest Period immediately following the Interest Period in which such prepayment occurs, calculated at the Applicable Interest Rate; (g) if such prepayment is a prepayment of the Loan in full, Lender shall have received a written consent to the repayment from the lender under each Other Mezzanine Loan (and, if any, a Permitted Mezzanine Loan) or receipt by Lender of other evidence satisfactory to Lender that all conditions imposed under the terms of each Other Mezzanine Loan and Permitted Mezzanine Loan shall be subject have been complied with by the borrower thereunder or otherwise waived by the applicable lender, including the simultaneous pro rata prepayment of each Other Mezzanine Loan and Permitted Mezzanine Loan if required thereunder; and (h) if such prepayment is made on or prior to the Spread Maintenance Outside Date, then in connection with any such prepayment, Borrower shall pay to Lender, simultaneously with such prepayment, the Spread Maintenance Premium in respect of such prepayment. Any prepayment received by Lender on a day other than a Payment Date (i) Borrower's submission of but not any amount received between a notice to Lender setting forth the amount to be prepaid Payment Date and the projected date of prepayment, which date second to last Business Day in an Interest Period) shall be no less than thirty held by Lender in an interest-bearing account as collateral security for the Loan and shall be applied to the Debt on the next occurring Payment Date (30with all interest and other income earned on such amount being for the account of Borrower and being remitted by Lender to Borrower promptly following such next Payment Date). Any prepayment made pursuant to this Section 2.4.1 shall be applied pro rata and pari passu (a) days from first to accrued and unpaid interest on all of the date of such notice, Notes and (iib) Borrower's actual payment the balance shall be applied to principal of all the Notes. Lender agrees that it shall provide a written consent to the repayment of the amount to be prepaid as Loan upon satisfaction of the conditions set forth in such notice on the projected date set forth in such notice or any day following such projected date occurring in the same calendar month as such projected dateclauses (a) through (f) and clause (h) of this Section 2.4.1.

Voluntary Prepayments. (a) 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. After the Permitted Prepayment Date, Borrower may, provided it has given Lender prior written notice in accordance with the terms of this Agreement, prepay the unpaid principal balance of the Loan in whole, but not in part, by paying, together with the amount to be prepaid, (i) interest accrued and unpaid on the outstanding principal balance of the Loan being prepaid to and including the date of prepayment, (ii) unless prepayment is tendered on a Payment Date, an amount equal to the interest that would have accrued on the amount being prepaid after the date of prepayment through and including the next Payment Date had the prepayment not been made (which amount shall constitute additional consideration for the prepayment), (iii) all other sums then due under this Agreement, the Note, the Mortgage and the other Loan Documents, and (iv) if prepayment occurs prior to the Payment Date which is one month prior to the Maturity Date, a prepayment consideration (the "PREPAYMENT CONSIDERATION") equal to the greater of (A) one percent (1%) of the outstanding principal balance of the Loan being prepaid or (B) the excess, if any, of (1) the sum of the present values of all then-scheduled payments of principal and interest under this Agreement including, but not limited to, principal and interest on the Maturity Date (with each such payment discounted to its present value at the date of prepayment at the rate which, when compounded monthly, is equivalent to the Prepayment Rate), over (2) the outstanding principal amount of the Loan. Lender shall notify Borrower of the amount and the basis of determination of the required prepayment consideration. (b) On the Payment Date that is one month prior to the Maturity Date, and on each day thereafter through the Maturity Date, Borrower may, at its option, prepay the Debt without payment in whole or in part, provided, the following conditions are satisfied: (a) No Event of Default shall have occurred and be continuing (unless, in the case of a prepayment upon the release of an Individual Property, the Event of Default relates solely to such Individual Property and therefore would be fully cured by the release of such Individual Property); (b) Borrower shall provide prior written notice to Lender specifying the date upon which the prepayment is to be made (the “Prepayment Date”), which notice shall be delivered to Lender not less than ten (10) days prior to such Prepayment Date, and which notice shall be irrevocable (or such shorter period of time as may be permitted by Lender in its sole discretion) (Lender hereby agreeing that Borrower may revoke any notice of prepayment up until the date that is one (1) Business Day prior to the proposed Prepayment Consideration or Date (provided that Borrower shall be required to pay Lender, promptly upon demand, any actual, out-of-pocket expenses incurred by Lender resulting from any such revocation)); (c) each such prepayment, in the case of partial prepayments, shall be in an amount not less than Five Million and no/100 Dollars ($5,000,000.00), unless the outstanding principal balance of the Loan (prior to such prepayment) shall be less than Five Million and no/100 Dollars ($5,000,000.00), in which event the amount of the prepayment shall be in such amount as shall prepay the Debt and all other penalty or premium; PROVIDEDamounts due in connection therewith in full, HOWEVER, as more fully provided herein; (d) if such prepayment is not paid made on a regularly scheduled or prior to the Payment Date, Date occurring in the Debt shall include interest that would have accrued on Interest Period in which such prepayment through and including the day immediately preceding the Maturity Date. Borrower's right was made, then, in connection with such prepayment Borrower shall pay to prepay any portion of 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 Interest Period then in effect notwithstanding that such Interest Period extends beyond the Prepayment Date; (e) if such prepayment is made after a Payment Date occurring in the Interest Period in which such prepayment was made, but prior to the last two (2) Business Days in such Interest Period, Borrower shall make such prepayment without paying any interest thereon (Borrower having already paid interest on such amount on the Payment Date occurring in such Interest Period); (f) if such prepayment is made on either of the last two (2) Business Days in an Interest Period, Borrower will pay to Lender, simultaneously with such prepayment, interest on the principal amount of the Loan prepaid through the last day of the Interest Period immediately following the Interest Period in which such prepayment occurs, calculated at the Applicable Interest Rate; (g) if such prepayment is a prepayment of the Loan in full, Lender shall have received a written consent to the repayment from the lender under each Other Mezzanine Loan (and, if any, a Permitted Mezzanine Loan) or receipt by Lender of other evidence satisfactory to Lender that all conditions imposed under the terms of each Other Mezzanine Loan and Permitted Mezzanine Loan shall be subject have been complied with by the borrower thereunder or otherwise waived by the applicable lender, including the simultaneous pro rata prepayment of each Other Mezzanine Loan and Permitted Mezzanine Loan if required thereunder; and (h) if such prepayment is made on or prior to the Spread Maintenance Outside Date, then in connection with any such prepayment, Borrower shall pay to Lender, simultaneously with such prepayment, the Spread Maintenance Premium in respect of such prepayment. Any prepayment received by Lender on other than a Payment Date (i) Borrower's submission of but not any amount received between a notice to Lender setting forth the amount to be prepaid Payment Date and the projected date of prepayment, which date second to last Business Day in an Interest Period) shall be no less than thirty held by Lender in an interest-bearing account as collateral security for the Loan and shall be applied to the Debt on the next occurring Payment Date (30with all interest and other income earned on such amount being for the account of Borrower and being remitted by Lender to Borrower promptly following such next Payment Date). Any prepayment made pursuant to this Section 2.4.1 shall be applied pro rata and pari passu (a) days from first to accrued and unpaid interest on all of the date of such notice, Notes and (iib) Borrower's actual payment the balance shall be applied to principal of all the Notes. Lender agrees that it shall provide a written consent to the repayment of the amount to be prepaid as Loan upon satisfaction of the conditions set forth in such notice on the projected date set forth in such notice or any day following such projected date occurring in the same calendar month as such projected dateclauses (a) through (f) and clause (h) of this Section 2.4.1.

Voluntary Prepayments. (a) Except as otherwise provided hereinOn any Business Day during the Revolving Period, Borrower shall not have the right to Issuer may prepay the Loan Obligations, in whole or in part prior part, subject to payment of the Permitted Prepayment DateFee. After the Permitted Prepayment Date, Borrower may, provided it has given Lender prior written notice in accordance with the terms of this Agreement, Issuer may prepay the unpaid principal balance of the Loan Obligations in whole, but not in part, by paying, together with and terminate this Agreement on any Business Day after the amount termination of the Revolving Period and prior to the Final Maturity Date. The applicable Obligations to be prepaidprepaid as provided in this Section 2.5(a), as applicable, shall include (i) interest all outstanding Note Fundings made prior to such Prepayment Date, plus (ii) accrued and unpaid interest on the all such outstanding principal balance of the Loan being prepaid Note Fundings made prior to and including the date of prepayment, (ii) unless prepayment is tendered on a Payment such Prepayment Date, an amount equal to the interest that would have accrued on the amount being prepaid after the date of prepayment through and including the next Payment Date had the prepayment not been made (which amount shall constitute additional consideration for the prepayment), plus (iii) all other sums then due under this Agreementthe Prepayment Fee, the Noteas applicable, the Mortgage and the other Loan Documentsplus, and (iv) if prepayment occurs prior any unpaid fees or expenses required to the Payment Date which is one month prior to the Maturity Date, a prepayment consideration (the "PREPAYMENT CONSIDERATION") equal to the greater of (A) one percent (1%) of the outstanding principal balance of the Loan being prepaid or (B) the excess, if any, of (1) the sum of the present values of all then-scheduled payments of principal and interest be paid by Issuer under this Agreement including, but and all other unpaid Obligations (other than indemnity obligations of Issuer under the Transaction Documents that are not limited to, principal then due and interest 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 Maturity Date Prepayment Date. Issuer shall give the Administrative Agent, Paying Agent and Collateral Agent written notice of the proposed prepayment not less than fifteen (15) calendar days in advance of the proposed Prepayment Date. Notwithstanding the above, Issuer shall be permitted to prepay the Obligations at any time (including during the Revolving Period) without any obligation to pay the Prepayment Fee if (w) such prepayment is made in connection with each such payment discounted to its present value at the date a repurchase of prepayment at the rate which, when compounded monthly, is equivalent Receivables or otherwise pursuant to the Prepayment Rate)Purchase and Sale Agreement (x) Issuer is charged any increased costs or other amounts pursuant to Section 3.3 hereof, over (2y) the outstanding principal amount such prepayment is in connection with a Permitted Securitization for which Administrative Agent or any of the Loan. Lender shall notify Borrower of the amount and the basis of determination of the required its Affiliates is acting as sole manager or (z) such prepayment considerationoccurs on or after any date on which Administrative Agent has failed to fund any requested Note Funding. (b) On the Payment Date that is one month prior Immediately upon Issuer’s or Holdings’ or its Securitization Affiliate’s receipt of any proceeds from any Permitted Securitization, all such proceeds shall be delivered to Administrative Agent in their original form for application to the Maturity DateObligations and, pending delivery to Administrative Agent, Issuer, Holdings or Securitization Affiliate, as applicable, will hold such proceeds as agent for the Administrative Agent and on each day thereafter through in trust for Administrative Agent. Provided no Early Wind-Down Trigger Event, Default or Event of Default has occurred which is continuing, Administrative Agent shall, upon receipt of such proceeds, deliver to Issuer such releases of Liens prepared by Issuer necessary to permit the Maturity Date, Borrower may, at its option, transactions contemplated by the Permitted Securitization. (c) Issuer may prepay the Debt without payment of any Prepayment Consideration or other penalty or premiumNotes in whole but not in part during the Repayment Cure Period; PROVIDED, HOWEVER, if provided that in connection with such prepayment is not paid on a regularly scheduled Payment DateIssuer shall pay to Administrative Agent, for the benefit of Note Purchasers, the Debt shall include interest that would have accrued on such prepayment through and including the day immediately preceding the Maturity Date. Borrower's right to prepay any portion of the principal balance of the Loan shall be subject to (i) Borrower's submission of a notice to Lender setting forth the amount to be prepaid and the projected date of prepayment, which date shall be no less than thirty (30) days from the date of such notice, and (ii) Borrower's actual payment to Lender of the amount to be prepaid as set forth in such notice on the projected date set forth in such notice or any day following such projected date occurring in the same calendar month as such projected datePrepayment Fee.

Voluntary Prepayments. (a) Except as otherwise provided hereinPrior to the Lockout Release Date, Borrower shall not have the right to prepay outstanding principal amount of the Loan may not be prepaid in whole or in part prior to part. On the Permitted Prepayment last day of any Interest Accrual Period occurring on or after the Lockout Release Date. After the Permitted Prepayment Date, provided no Event of Default has occurred and is continuing, Borrower may, provided it has given at its option and upon prior notice to Lender prior written notice in accordance with the terms of this Agreementas set forth herein, prepay the unpaid principal balance Debt in whole or in part. Notwithstanding the foregoing, Borrower may not partially prepay the Loan more than one (1) time in any calendar year and Borrower shall obtain Lender’s consent for any additional partial prepayment of the Loan in wholeany calendar year, but which consent shall be given in Lender’s sole and absolute discretion. Lender shall not be obligated to accept any prepayment unless it is accompanied by the prepayment premium due in part, by paying, together with the amount connection therewith. Any partial prepayment shall be applied to be prepaid, (i) interest accrued and unpaid on the outstanding principal balance of the Loan being prepaid to in such order and including the date of prepayment, (ii) unless priority as may be determined by Lender in its sole discretion. Any prepayment is tendered received by Lender on a Payment Date, an amount equal to date other than the last day of any Interest Accrual Period shall include interest that which would have accrued on the amount being prepaid after the from such date of prepayment through and including the next Payment Date had last day of the Interest Accrual Period during which such prepayment not been is being made (which amount shall constitute additional consideration for the prepayment), (iii) all other sums then due under this Agreementsuch amounts, the Note“Interest Shortfall”). Additionally, Borrower shall pay the Mortgage Exit Fee, any Additional Interest and any Breakage Costs (provided that the other Loan Documents, and (ivsame are not duplicative of any Interest Shortfall paid in connection with such prepayment) if in connection with any prepayment occurs prior to the Payment Date which is one month prior to the Maturity Date, a prepayment consideration (the "PREPAYMENT CONSIDERATION") equal to the greater of (A) one percent (1%) of the outstanding principal balance of the Loan being prepaid or (B) the excess, if any, of (1) the sum of the present values of all then-scheduled payments of principal and interest under this Agreement including, but not limited to, principal and interest on the Maturity Date (with each such payment discounted to its present value at the date of prepayment at the rate which, when compounded monthly, is equivalent to the Prepayment Rate), over (2) the outstanding principal amount of the Loan. As a condition to any voluntary prepayment, Borrower shall give Lender shall notify Borrower written notice (a “Prepayment Notice”) of the amount its intent to prepay, which notice must be given at least sixty (60) and the basis of determination of the required prepayment consideration. not more than ninety (b90) On the Payment Date that is one month days prior to the Maturity Date, Business Day upon which prepayment is to be made and must specify the Business Day on each day thereafter through the Maturity Date, Borrower may, at its option, prepay the Debt without payment of any Prepayment Consideration or other penalty or premium; PROVIDED, HOWEVER, if which such prepayment is not paid on to be made. Borrower hereby agrees that, in the event Borrower delivers a regularly scheduled Payment Date, the Debt shall include interest that would have accrued on such prepayment through Prepayment Notice and including the day immediately preceding the Maturity Date. Borrower's right fails to prepay any portion of the principal balance of 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 subject responsible for, all Losses (including any consequential damages) incurred by Lender with respect to (i) Borrower's submission of a notice to Lender setting forth the amount to be prepaid and the projected date of prepayment, which date shall be no less than thirty (30) days from the date of any such notice, and (ii) Borrower's actual payment to Lender of the amount to be prepaid as set forth in such notice on the projected date set forth in such notice or any day following such projected date occurring in the same calendar month as such projected datePrepayment Failure.

Voluntary Prepayments. (a) 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 Datepart. After the Permitted Prepayment Date, Borrower may, provided it has given Lender prior written notice in accordance with the terms of this Agreement, prepay the unpaid principal balance of the Loan in whole, but not in part, by paying, together with the amount to be prepaid, (i) interest accrued and unpaid on the outstanding portion of the principal balance of the Loan being prepaid to and including the date of prepayment, (ii) unless prepayment is tendered on a Payment Date, an amount equal to the interest that would have accrued on the amount being prepaid after the date of prepayment through and including the next Payment Date had the prepayment not been made (which amount shall constitute additional consideration for the prepayment), (iii) all other sums then due under this Agreement, the Note, the Mortgage and the other Loan Documents, and (iv) if prepayment occurs prior to the Payment Date which is one month prior to the Maturity Date, a prepayment consideration (the "PREPAYMENT CONSIDERATION") equal to the greater of (A) one percent (1%) of the outstanding principal balance of the Loan being prepaid or (B) the excess, if any, of (1) the sum of the present values of all then-scheduled payments of principal and interest under this Agreement including, but not limited to, principal and interest on the Maturity Date (with each such payment discounted to its present value at the date of prepayment at the rate which, when compounded monthly, is equivalent to the Prepayment Rate), over (2) the outstanding principal amount of the LoanLoan being prepaid. Lender shall notify Borrower of the amount and the basis of determination of the required prepayment consideration. (b) On the Payment Date that is one month three months prior to the Maturity Date, and on each day thereafter through the Maturity Date, Borrower may, at its option, prepay the Debt without payment of any Prepayment Consideration or other penalty or premiumConsideration; PROVIDED, HOWEVER, if such prepayment is not paid on a regularly scheduled Payment Date, the Debt shall include interest that would have accrued on such prepayment through and including the day immediately preceding the Maturity next regularly scheduled Payment Date. Borrower's right to prepay any portion of the principal balance of the Loan shall be subject to (i) Borrower's submission of a notice to Lender setting forth the amount to be prepaid and the projected date of prepayment, which date shall be no less than thirty (30) days from the date of such notice, and (ii) Borrower's actual payment to Lender of the amount to be prepaid as set forth in such notice on the projected date set forth in such notice or any day following such projected date occurring in the same calendar month as such projected date.

Voluntary Prepayments. (a) 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. After On or after the Permitted Prepayment Date, Borrower may, provided it has given Lender prior written notice in accordance with the terms of this Agreement, prepay the unpaid principal balance of the Loan in whole, but not in part, by paying, together with the amount to be prepaid, (i) interest accrued and unpaid on the outstanding principal balance of the Loan being prepaid to and including the date of prepayment, (ii) unless prepayment is tendered on a Payment Date, an amount equal to the interest that would have accrued on the amount being prepaid after the date of prepayment through and including the next Payment Date had the prepayment not been made (which amount shall constitute additional consideration for the prepayment), (iii) all other sums then due under this Agreement, the Note, the Mortgage and the other Loan Documents, and (iv) if prepayment occurs prior to the Payment Date which is one month prior to the Maturity Anticipated Repayment Date, a prepayment consideration (the "PREPAYMENT CONSIDERATION"“Prepayment Consideration”) equal to the greater of (A) one percent (1%) of the outstanding principal balance of the Loan being prepaid or (B) the excess, if any, of (1) the sum of the present values of all then-scheduled payments of principal and interest under this Agreement including, but not limited to, principal and interest on the Maturity Anticipated Repayment Date (with each such payment discounted to its present value at the date of prepayment at the rate which, when compounded monthly, is equivalent to the Prepayment Rate), over (2) the outstanding principal amount of the Loan. Lender shall notify Borrower of the amount and the basis of determination of the required prepayment consideration. (b) On the Payment Date that is one month prior to the Maturity Anticipated Repayment Date, and on each day thereafter through the Maturity Date, Borrower may, at its option, prepay the Debt Debt, in whole or in part (including a Hyper-Am Prepayment), without payment of any Prepayment Consideration or other penalty or premiumConsideration; PROVIDEDprovided, HOWEVERhowever, if such prepayment (other than a Hyper-Am Prepayment) is not paid on a regularly scheduled Payment Date, the Debt such prepayment shall include interest that would have accrued on such prepayment through and including the day immediately preceding the Maturity next Payment Date. Except in connection with a Hyper-Am Prepayment, Borrower's ’s right to prepay any portion of the principal balance of the Loan shall be subject to (i) Borrower's ’s submission of a notice to Lender setting forth the amount to be prepaid and the projected date of prepayment, which date shall be no less than thirty (30) days from the date of such notice, and (ii) Borrower's ’s actual payment to Lender of the amount to be prepaid as set forth in such notice on the projected date set forth in such notice or any day following such projected date occurring in the same calendar month as such projected date.

Voluntary Prepayments. (a) Except as otherwise provided herein, Borrower shall not have the right to may prepay the Loan in whole or in part prior to the Permitted Prepayment Date. After the Permitted Prepayment Date, Borrower maypart, provided it has given that (i) no Event of Default shall have occurred and be continuing; (ii) Borrower gives Lender not less than ten (10) Business Days prior written notice in accordance with of the terms of this Agreement, prepay the unpaid principal balance amount of the Loan that Borrower intends to prepay; and (iii) Borrower pays Lender, in whole, but not in part, by paying, together with addition to the outstanding principal amount of the Loan to be prepaid, (iA) all interest accrued and unpaid on the outstanding principal balance of the Loan being prepaid to and including the date of prepayment, (ii) unless prepayment is tendered on a Payment Date, an amount equal to the interest that which would have accrued on the amount being prepaid after of the date of prepayment Loan to be paid through and including the next last day of the Interest Period immediately preceding the Payment Date had next occurring following the date of such prepayment, or, if such prepayment not been made occurs on a Payment Date, through and including the last day of the Interest Period immediately preceding such Payment Date; (which amount shall constitute additional consideration for the prepayment), (iiiB) all other sums then due and payable under this Agreement, the Note, the Mortgage and the other Loan Documents, and (iv) if prepayment occurs prior to the Payment Date which is one month prior to the Maturity Date, a prepayment consideration (the "PREPAYMENT CONSIDERATION") equal to the greater of (A) one percent (1%) of the outstanding principal balance of the Loan being prepaid or (B) the excess, if any, of (1) the sum of the present values of all then-scheduled payments of principal and interest under this Agreement including, but not limited to, principal the Breakage Costs (if any and interest on the Maturity Date 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 each such payment discounted to its present value at the date of prepayment at the rate which, when compounded monthly, is equivalent to the Prepayment Rate), over prepayment; and (2C) the outstanding principal amount of the Loan. Lender shall notify Borrower of the amount and the basis of determination of the required prepayment consideration. (b) On the Payment Date that is one month prior to the Maturity Date, and on each day thereafter through the Maturity Date, Borrower may, at its option, prepay the Debt without payment of any Prepayment Consideration or other penalty or premium; PROVIDED, HOWEVER, if such prepayment is not paid made on a regularly scheduled Payment or prior to the Prepayment Release Date, the Debt 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 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 include be due and payable on the proposed prepayment date; provided, however, Borrower shall have the right to postpone such prepayment upon written notice to Lender on the date immediately prior to the date such prepayment is due so long as Borrower pays Lender and/or Servicer all costs and expenses incurred by Lender or Servicer in connection with such 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 and including the day immediately preceding the Maturity Date. Borrower's right to prepay any portion end of the principal balance of the Loan Interest Period in which such prepayment occurs shall be subject calculated based on an interest rate (the “Assumed Note Rate”) equal to the sum of (i) Borrower's submission of a notice LIBOR for the Interest Period prior to Lender setting forth the amount to be prepaid and the projected date of prepaymentInterest Period in which such prepayment occurs, which date shall be no less than thirty (30) days from the date of such notice, and 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's , 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 payment Applicable Interest Rate. Alternatively, in the event that it is determined that the actual Applicable Interest Rate applicable to Lender 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 other 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 be prepaid as set forth the difference between the interest paid by Borrower for the Interest Period in which such notice prepayment occurs on the projected date set forth in such notice or any day following such projected date occurring in prepaid amount calculated at the same calendar month as such projected dateAssumed Note Rate and the amount of interest for said Interest Period calculated at the actual Applicable Interest Rate.

Voluntary Prepayments. (a) Except as otherwise expressly provided hereinin this Section 2.4, Borrower shall not have the right to prepay the Loan in whole or in part prior to the Permitted Prepayment Date. After the Permitted Prepayment Date, Borrower may, provided it has given Lender prior written notice in accordance with the terms of this Agreement, prepay the unpaid principal balance of the Loan in whole, but not in part, by paying, together with the amount to be prepaid, (i) interest accrued and unpaid on the outstanding principal balance of the Loan being prepaid to and including the date of prepayment, (ii) unless prepayment is tendered on a Payment Date, an amount equal to the interest that would have accrued on the amount being prepaid after the date of prepayment through and including the next Payment Date had the prepayment not been made (which amount shall constitute additional consideration for the prepayment), (iii) all other sums then due under this Agreement, the Note, the Mortgage and the other Loan Documents, and (iv) if prepayment occurs prior to the Payment Date which is one month prior to the Maturity Date, a prepayment consideration (the "PREPAYMENT CONSIDERATION") equal to the greater of (A) one percent (1%) of the outstanding principal balance of the Loan being prepaid or (B) the excess, if any, of (1) the sum of the present values of all then-scheduled payments of principal and interest under this Agreement including, but not limited to, principal and interest on the Maturity Date (with each such payment discounted to its present value at the date of prepayment at the rate which, when compounded monthly, is equivalent to the Prepayment Rate), over (2) the outstanding principal amount of the Loan. Lender shall notify Borrower of the amount and the basis of determination of the required prepayment consideration. (b) On any Business Day after the Payment Date that is one month prior to the Maturity Permitted Prepayment Date, and on each day thereafter through the Maturity Date, Borrower may, at its option, prepay the Debt without payment of any Prepayment Consideration or other penalty or premium; PROVIDEDin full (but not in part, HOWEVERexcept as expressly set forth in Section 2.4.6 below), if such prepayment is not paid on a regularly scheduled Payment Date, the Debt shall include interest provided that would have accrued on such prepayment through and including the day immediately preceding the Maturity Date. Borrower's right to prepay any portion of the principal balance of the Loan shall be subject to (i) Borrower's submission of Borrower submits a notice to Lender setting forth the amount to be prepaid and the projected date of prepayment, which date shall be no less than thirty (30) days from the date of such noticenotice (which notice may be modified or revoked by Borrower upon not less than two (2) Business Days’ prior written notice to Lender, provided that Borrower shall pay all of Lender’s reasonable, out-of-pocket costs and expenses incurred in connection with such modification or revocation), and (ii) Borrower's actual payment Borrower pays to Lender (A) the unpaid principal amount of the Note, (B) all interest accrued and unpaid on the principal balance of the Note (or the amount to be of the Loan being prepaid as permitted under this Agreement) to and including the date of prepayment, (C) all other sums due under the Note, this Agreement and the other Loan Documents (including if such prepayment is made during the continuance of an Event of Default, all costs and expenses incurred by Lender in connection with the exercise of any rights and remedies in connection with such Event of Default), (D) if such prepayment occurs prior to the Permitted Par Prepayment Date, the Yield Maintenance Premium, and (E) if such prepayment is not paid on a regularly scheduled Payment Date, interest for the full Accrual Period during which the prepayment occurs. (c) Borrower shall have the right to prepay the Debt in full (but not in part) prior to the Permitted Prepayment Date in the event a CPLV Lease Default has occurred and is continuing, so long as Borrower is proceeding to cure subject to the terms and within the time periods set forth in such notice on Section 8.3 hereof and Borrower otherwise satisfies the projected date conditions set forth in such notice or any day following such projected date occurring in the same calendar month as such projected date.Section 2.4.1

Voluntary Prepayments. (a) Except as otherwise expressly provided herein, Borrower shall not have the right to prepay the Loan in whole or in part prior to the Permitted Prepayment Maturity Date. . (b) After the Permitted Prepayment Date, Borrower may, provided it has given Lender at its option and upon thirty (30) days prior written notice in accordance with the terms of this Agreementto Lender, prepay the unpaid principal balance of the Loan Debt in whole, full (but not in part), by paying, together with the amount to be prepaid, provided that (i) interest accrued and unpaid on the outstanding principal balance of the Loan being prepaid to and including the date of prepayment[intentionally omitted], (ii) unless prepayment is tendered on a Payment Date, an amount equal to the interest that would have accrued on the amount being prepaid after the date of prepayment through and including the next Payment Date had the prepayment not been made (which amount shall constitute additional consideration for the prepayment), (iii) all other sums then due under this Agreement, the Note, the Mortgage and the other Loan Documents, and (iv) if prepayment occurs prior to the Payment Date which is one month prior to the Maturity Date, a prepayment consideration (the "PREPAYMENT CONSIDERATION") equal to the greater of (A) one percent (1%) of the outstanding principal balance of the Loan being prepaid or (B) the excess, if any, of (1) the sum of the present values of all then-scheduled payments of principal and interest under this Agreement including, but not limited to, principal and interest on the Maturity Date (with each such payment discounted to its present value at the date of prepayment at the rate which, when compounded monthly, is equivalent to the Prepayment Rate), over (2) the outstanding principal amount of the Loan. Lender shall notify Borrower of the amount and the basis of determination of the required prepayment consideration. (b) On the Payment Date that is one month prior to the Maturity Date, and on each day thereafter through the Maturity Date, Borrower may, at its option, prepay the Debt without payment of any Prepayment Consideration or other penalty or premium; PROVIDED, HOWEVER, if such prepayment is not paid on a regularly scheduled Payment Date, the Debt shall include interest that would have accrued on such prepayment through and including the day immediately preceding the Maturity Date. Borrower's right to prepay any portion of the principal balance of the Loan shall be subject to (i) Borrower's submission of submits a notice to Lender setting forth the amount to be prepaid and the projected date of prepaymentprepayment (the “Prepayment Date”), which date shall be no less than thirty (30) days from the date of such notice, (iii) Borrower pays to Lender (A) the unpaid principal amount of the Note, (B) all interest accrued and unpaid on the principal balance of the Note to and including the date of prepayment, (C) all other sums due under the Note, this Agreement and the other Loan Documents, (D) if such prepayment occurs prior to the Permitted Par Prepayment Date, the Yield Maintenance Premium (or, if an Event of Default then exists, the Yield Maintenance Default Premium pursuant to Section 2.3.3), and (iiE) Borrower's actual payment if such prepayment is not paid on a regularly scheduled Payment Date, interest for the full Accrual Period during which the prepayment occurs, notwithstanding that such Accrual Period extends beyond the date of prepayment. If a notice of prepayment is given by Borrower to Lender of pursuant to this Section 2.3.1, the amount to designated for prepayment and all other sums required under this Section 2.3.1 shall be prepaid as set forth in such notice due and payable on the projected Prepayment Date. A notice of prepayment may be revoked by Borrower or Borrower may change the repayment date if written notice of such revocation or change is delivered by Borrower to Lender on or before the date that is five (5) Business Days prior to the repayment date set forth in the notice of prepayment and Borrower pays any reasonable actual third-party costs and expenses incurred by Lender in connection with such revocation. (c) After the Permitted Prepayment Date, Borrower may, at its option and upon thirty (30) days prior written notice to Lender, prepay the Debt in part in connection with a Debt Yield Cure – Partial Prepayment or any day following a prepayment pursuant to Section 6.4(b)(i)(C) hereof, provided that (i) no Event of Default then exists, (ii) Borrower submits the notice to Lender described in Section 2.3.1(b)(ii) above to Lender setting forth the Prepayment Date, which date shall be no less than thirty (30) days from the date of such projected date occurring notice, (iii) Borrower pays to Lender (A) the amount described in the same calendar month definition of “Debt Yield Cure – Partial Prepayment” in Article I hereof, or the amount needed to achieve the Debt Service Coverage Ratio required by Section 6.4(b)(i)(C) (as applicable), (B) all interest accrued and unpaid on the principal balance of the Note being prepaid, including the date of prepayment, (C) all other sums due under the Note, this Agreement and the other Loan Documents, (D) if such projected dateprepayment occurs prior to the Permitted Par Prepayment Date, the Yield Maintenance Premium applicable to the amount being prepaid, and (E) if such prepayment is not paid on a regularly scheduled Payment Date, interest for the full Accrual Period during which the prepayment occurs, notwithstanding that such Accrual Period extends beyond the date of prepayment. If a notice of prepayment is given by Borrower to Lender pursuant to this Section 2.3.1, the amount designated for prepayment and all other sums required under this Section 2.3.1 shall be due and payable on the Prepayment Date. A notice of prepayment may be revoked by Borrower or Borrower may change the repayment date if written notice of such revocation or change is delivered by Borrower to Lender on or before the date that is five (5) Business Days prior to the repayment date set forth in the notice of prepayment and Borrower pays any reasonable actual third-party costs and expenses incurred by Lender in connection with such revocation. Notwithstanding the foregoing, Borrower shall also have the right to prepay the Debt in part in accordance with Section 2.5.2 hereof. (d) In addition to Borrower’s right to prepay pursuant to Section 2.3.1(b) and (c) above and Section 2.5.2 below, Borrower shall also have the right to voluntarily defease the Loan pursuant to Section 2.4 and Section 2.5.2 hereof. (e) For the avoidance of doubt, prepayments during an Event of Default are subject to the terms and conditions set forth in Section 2.3.3 hereof.

Voluntary Prepayments. (a) Except as otherwise provided hereinin this Section 2.4, Borrower shall not have the right to prepay any portion of the Loan in whole or in part on or prior to the Permitted Prepayment Release Date. . (b) After the Permitted Prepayment Release Date, Borrower may, provided it has given Lender prior written notice in accordance with the terms of this Agreement, may prepay the unpaid principal balance of the Loan in whole, but not or in part, by payingprovided that (i) no Event of Default exists; (ii) Borrower gives Lender not less than seven (7) Business Days prior written notice that Borrower intends to prepay all or a portion of the Loan, together with and the amount of the Loan that Borrower intends to prepay (the “Prepayment Notice”); and (iii) Borrower pays Lender, in addition to the outstanding principal amount of the Loan to be prepaid, : (iA) interest accrued and unpaid on the outstanding principal balance if such prepayment of the Loan being prepaid to and including the date of prepayment, (ii) unless prepayment occurs on a day that is tendered on not a Payment Date, an amount equal to the all amounts of interest that which would have accrued on the amount being of the Loan to be prepaid after the date of prepayment through and including the next last day of the Interest Period related to the Payment Date had next occurring following the date of such prepayment of the Loan, or, if such prepayment of the Loan occurs on a Payment Date, all amounts of accrued and unpaid interest through and including the last day of the Interest Period related to such Payment Date; (B) if such prepayment is not been made a prepayment of any Free Prepayment Amount, the applicable Prepayment Premium; and (which amount shall constitute additional consideration for the prepayment), (iiiC) all other sums then due and payable under this Agreement, the Note, the Mortgage and the other Loan Documents, and (iv) if prepayment occurs prior to the Payment Date which is one month prior to the Maturity Date, a prepayment consideration (the "PREPAYMENT CONSIDERATION") equal to the greater of (A) one percent (1%) of the outstanding principal balance of the Loan being prepaid or (B) the excess, if any, of (1) the sum of the present values of all then-scheduled payments of principal and interest under this Agreement including, but not limited to, all of Lender’s reasonable costs and expenses (including reasonable attorney’s fees and disbursements) incurred by Lender in connection with such prepayment of the Loan, including, without limitation, any costs and expenses associated with any revoked Prepayment Notice. Any Prepayment Notice may be rescinded by Borrower upon delivery of written notice to Lender on or prior to the date specified for prepayment in the Prepayment Notice, provided that Borrower shall be responsible for the reasonable costs and expenses incurred by Lender in connection with the rescission of such Prepayment Notice. (c) Notwithstanding the foregoing, Borrower shall be permitted to prepay an applicable portion of the Loan as follows without any Prepayment Premium or other prepayment penalty, premium or charge: (i) from and after the Prepayment Start Date through and including the sixth (6th) Payment Date, an amount not to exceed fifteen percent (15%) of the original principal balance of the Loan and interest on (ii) after the Maturity Date sixth (6th) Payment Date, an amount which, when aggregated with all amounts (if any) prepaid pursuant to clause (i) above, shall not exceed twenty-five percent (25%) of the original principal balance of the Loan (such amounts, collectively, the “Free Prepayment Amount”), in each such payment discounted to its present value at case provided (A) there is no Event of Default continuing as of the date of prepayment at the rate whichapplicable prepayment, when compounded monthly(B) Borrower provides a Prepayment Notice to Lender in the manner specified in Section 2.4.1(b) and (C) Borrower pays Lender, is equivalent in addition to the Prepayment Rate), over (2) the outstanding principal amount of the Loan. Lender shall notify Borrower of the amount and the basis of determination of the required prepayment consideration. (b) On the Payment Date that is one month prior Loan to the Maturity Date, and on each day thereafter through the Maturity Date, Borrower may, at its option, prepay the Debt without payment of any Prepayment Consideration or other penalty or premium; PROVIDED, HOWEVERbe prepaid, if such prepayment of the Loan occurs on a day that is not paid on a regularly scheduled Payment Date, the Debt shall include all amounts of interest that which would have accrued on such prepayment the amount of the Loan to be prepaid through and including the last day immediately preceding the Maturity Date. Borrower's right to prepay any portion of the Interest Period related to the Payment Date next occurring following the date of such prepayment of the Loan, or, if such prepayment of the Loan occurs on a Payment Date, all amounts of accrued and unpaid interest through and including the last day of the Interest Period related to such Payment Date; and all other sums then due and payable under this Agreement, the Note, and the other Loan Documents, including, but not limited to, all of Lender’s reasonable costs and expenses (including reasonable attorney’s fees and disbursements) incurred by Lender in connection with such prepayment, including, without limitation, any costs and expenses associated with any revoked Prepayment Notice. (d) No Other Mezzanine Borrower shall be permitted to make voluntary prepayments in respect of its applicable Other Mezzanine Loan pursuant to the respective Section 2.4.1 of the related Other Mezzanine Loan Agreement without Borrower making a pro rata (based on the ratio of the then-outstanding principal balance of the Loan shall be subject to (i) Borrower's submission of a notice to Lender setting forth the amount to be prepaid and the projected date of prepayment, which date shall be no less than thirty (30) days from the date of such notice, and (ii) Borrower's actual payment to Lender aggregate then outstanding principal balances of the amount Loan and each Other Mezzanine Loan) prepayment of the Loan in accordance with the Loan Documents (unless waived by Lender with respect to the Loan). The provisions of this Section 2.4.1(d) shall not be prepaid as construed to contravene in any manner the restrictions and other provisions regarding releases, Transfers, Sales or Pledges set forth in such notice on this Agreement and the projected date set forth in such notice or any day following such projected date occurring in the same calendar month as such projected dateother Loan Documents.

Voluntary Prepayments. (a) 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. After the Permitted Prepayment Date, Borrower may, provided it has given Lender prior written notice in accordance with the terms of this Agreement, prepay the unpaid principal balance of the Loan in whole, but not in part, by paying, together with the amount to be prepaid, (i) interest accrued and unpaid on the outstanding principal balance of the Loan being prepaid to and including the date of prepayment, (ii) unless prepayment is tendered on a Payment Date, an amount equal to the interest that would have accrued on the amount being prepaid after the date of prepayment through and including the next Payment Date had the prepayment not been made (which amount shall constitute additional consideration for the prepayment), (iii) all other sums then due under this Agreement, the Note, the Mortgage and the other Loan Documents, and (iv) if prepayment occurs prior to the Payment Date which is one month prior to the Maturity Date, a prepayment consideration (the "PREPAYMENT CONSIDERATION") equal to the greater of (A) one percent (1%) of the outstanding principal balance of the Loan being prepaid or (B) the excess, if any, of (1) the sum of the present values of all then-scheduled payments of principal and interest under this Agreement including, but not limited to, principal and interest on the Maturity Date (with each such payment discounted to its present value at the date of prepayment at the rate which, when compounded monthly, is equivalent to the Prepayment Rate), over (2) the outstanding principal amount of the Loan. Lender shall notify Borrower of the amount and the basis of determination of the required prepayment consideration. (b) On the Payment Date that is one month prior to the Maturity Date, and on each day thereafter through the Maturity Date, Borrower may, at its option, prepay the Debt without payment in whole or in part, provided, the following conditions are satisfied: (a) No Event of Default shall have occurred and be continuing (unless, in the case of a prepayment upon the release of an Individual Property, the Event of Default relates solely to such Individual Property and therefore would be fully cured by the release of such Individual Property); (b) Borrower shall provide prior written notice to Lender specifying the date upon which the prepayment is to be made (the “Prepayment Date”), which notice shall be delivered to Lender not less than ten (10) days prior to such Prepayment Date (or such shorter period of time as may be permitted by Lender in its sole discretion), and which notice shall be irrevocable; provided, that, notwithstanding the foregoing, Lender hereby agrees that Borrower may revoke any notice of prepayment up until the date that is one (1) Business Day prior to the proposed Prepayment Consideration or Date (provided that Borrower shall be required to pay Lender, promptly upon demand, any actual, out-of-pocket expenses incurred by Lender resulting from any such revocation)); (c) each such prepayment, in the case of partial prepayments, shall be in an amount not less than Five Million and no/100 Dollars ($5,000,000.00), unless the outstanding principal balance of the Loan (prior to such prepayment) shall be less than Five Million and no/100 Dollars ($5,000,000.00), in which event the amount of the prepayment shall be in such amount as shall prepay the Debt and all other penalty or premium; PROVIDEDamounts due in connection therewith in full, HOWEVER, as more fully provided herein; (d) if such prepayment is not paid made on a regularly scheduled or prior to the Payment Date, Date occurring in the Debt shall include interest that would have accrued on Interest Period in which such prepayment through and including the day immediately preceding the Maturity Date. Borrower's right was made, then, in connection with such prepayment, Borrower shall pay to prepay any portion of Lender, simultaneously with such prepayment, all interest on the principal balance of the Loan shall be subject to (i) Borrower's submission of a notice to Lender setting forth Note then being prepaid which would have accrued through the amount to be prepaid and the projected date of prepayment, which date shall be no less than thirty (30) days from the date of such notice, and (ii) Borrower's actual payment to Lender end of the amount to be prepaid as set forth Interest Period then in effect notwithstanding that such notice on Interest Period extends beyond the projected date set forth in Prepayment Date; (e) if such notice or any day following such projected date prepayment is made after a Payment Date occurring in the same calendar month Interest Period in which such prepayment was made, but prior to the last two (2) Business Days in such Interest Period, Borrower shall make such prepayment without paying any interest thereon (Borrower having already paid interest on such amount on the Payment Date occurring in such Interest Period); (f) if such prepayment is made on either of the last two (2) Business Days in an Interest Period, Borrower will pay to Lender, simultaneously with such prepayment, interest on the principal amount of the Loan prepaid through the last day of the Interest Period immediately following the Interest Period in which such prepayment occurs, calculated at the Applicable Interest Rate; and (g) if such prepayment is a prepayment of the Loan in full, Lender shall have received a written consent to the repayment from each Mezzanine Lender under each Mezzanine Loan or receipt by Lender of other evidence satisfactory to Lender that all conditions imposed under the terms of each Mezzanine Loan shall have been complied with by the borrower thereunder or otherwise waived by the applicable Mezzanine Lender, including the simultaneous pro rata prepayment of each Mezzanine Loan if required thereunder. Any prepayment received by Lender on a day other than a Payment Date (but not any amount received between a Payment Date and the second to last Business Day in an Interest Period) shall be held by Lender in an interest-bearing account as collateral security for the Loan and shall be applied to the Debt on the next occurring Payment Date (with all interest and other income earned on such projected dateamount being for the account of Borrower and being remitted by Lender to Borrower promptly following such next Payment Date). Any prepayment made pursuant to this Section 2.4.1 shall be applied pro rata and pari passu (a) first to accrued and unpaid interest on all of the Notes and (b) the balance shall be applied to principal of all the Notes. Following any prepayment of the Loan as described in this Section 2.4.1, the Allocated Loan Amounts shall be reduced (on a pro rata basis) in an amount equal to such prepayment.

Voluntary Prepayments. (a) Except as otherwise provided herein, Borrower shall not have the right to prepay the Loan in whole or in part may at any time prior to the Permitted Prepayment Maturity Date. After the Permitted Prepayment Date, Borrower may, provided it has given Lender prior written notice in accordance with the terms of this Agreement, prepay the unpaid principal balance of the Loan in whole, but not in part, by paying, together with the amount to be prepaid, (i) interest accrued and unpaid on the outstanding portion of the principal balance of the Loan being prepaid to and including the date of prepayment, (ii) unless prepayment is tendered on a Payment Date, an amount equal to the interest that would have accrued on the amount being prepaid after the date of prepayment through and including the next Payment Date had the prepayment not been made (which amount shall constitute additional consideration for the prepayment), (iii) all other sums then due under this Agreement, the Note, the Mortgage and the other Loan Documents, and (iv) if prepayment occurs prior to the Payment Date which is one month prior to the Maturity Date, a prepayment consideration (the "PREPAYMENT CONSIDERATION") equal to the greater of (A) one percent (1%) of the outstanding principal balance of the Loan being prepaid or (B) the excess, if any, of (1) the sum of the present values of all then-scheduled payments of principal and interest under this Agreement including, but not limited to, principal and interest on the Maturity Date (with each such payment discounted to its present value at the date of prepayment at the rate which, when compounded monthly, is equivalent to the Prepayment Rate), over (2) the outstanding principal amount of the LoanLoan being prepaid. Lender shall notify Borrower of the amount and the basis of determination of the required prepayment consideration. (b) On Notwithstanding anything in paragraph (a) of this Section to the contrary, on the Payment Date that is one month three months prior to the Maturity Date, and on each day thereafter through the Maturity Date, Borrower may, at its option, prepay the Debt without payment of any Prepayment Consideration or other penalty or premiumConsideration; PROVIDED, HOWEVER, if such prepayment is not paid on a regularly scheduled Payment Date, the Debt shall include interest that would have accrued on such prepayment through and including the day immediately preceding the Maturity next regularly scheduled Payment Date. Borrower's right to prepay any portion of the principal balance of the Loan shall be subject to (i) Borrower's submission of a notice to Lender setting forth the amount to be prepaid and the projected date of prepayment, which date shall be no less than thirty (30) days from the date of such notice, and (ii) Borrower's actual payment to Lender of the amount to be prepaid as set forth in such notice on the projected date set forth in such notice or any day following such projected date occurring in the same calendar month as such projected date.

Voluntary Prepayments. (a) Except as otherwise expressly provided hereinin this Section 2.4, Borrower shall not have the right to prepay the Loan in whole or in part prior to the Permitted Maturity Date. (b) Notwithstanding anything to the contrary herein, from time to time on any Business Day after the Partial Par Prepayment Date. After Date through but not including the Permitted Open Prepayment Date, Borrower mayand provided no Event of Default is continuing on the date of any such prepayment, provided it has given Lender a portion of the Debt not to exceed Ninety-Seven Million and No/100 Dollars ($97,000,000.00) in the aggregate (the “Partial Par Prepayment Cap”) may be prepaid, in one or more prepayments (each such prepayment, a “Partial Par Prepayment”), in each case upon not less than thirty (30) days’ and not more than ninety (90) days’ prior written notice in accordance with to Lender specifying the terms projected date of such Partial Par Prepayment and the amount of such Partial Par Prepayment, without payment of any Yield Maintenance Premium or other premium or penalty. If any notice of a Partial Par Prepayment pursuant to this AgreementSection 2.4.1(b) is given, prepay the unpaid principal balance related Partial Par Prepayment shall be due and payable on the projected date of such Partial Par Prepayment, provided that Borrower shall have the right to revoke or postpone any such Partial Par Prepayment upon written notice given to Lender not less than three (3) Business Days prior to the projected date of the Loan Partial Par Prepayment (provided, further, that Borrower shall pay all actual out-of-pocket costs and expenses of Lender incurred in wholereliance upon the projected date of the Partial Par Prepayment). If for any reason Borrower makes a Partial Par Prepayment on a date other than a Payment Date, Borrower shall pay to Lender, in addition to the amount of such Partial Par Prepayment, interest on the amount of such Partial Par Prepayment for the full Accrual Period during which such Partial Par Prepayment occurs. (c) Notwithstanding anything to the contrary herein but subject to Borrower’s rights pursuant to Section 2.4.1(b) above, from time to time on any Business Day after the Permitted YM Prepayment Date, through but not including the Open Prepayment Date, and provided no Event of Default is continuing on the date of any such prepayment, the Debt may be prepaid in partwhole or in part upon not less than thirty (30) days’ and not more than ninety (90) days’ prior written notice to Lender specifying the projected date of prepayment and upon payment of an amount equal to the Yield Maintenance Premium, by paying, together provided that contemporaneously with such prepayment of the amount to be prepaidDebt, (i) interest accrued and unpaid Senior Mezzanine Borrower shall have prepaid all, or in the case of a partial prepayment of the Debt pursuant to this Section 2.4.1(c), a pro-rata portion (based on the outstanding principal balance of the Loan being prepaid prior to and including the date of proposed prepayment, the then-outstanding principal balance of the Senior Mezzanine Loan and the portion of the Debt proposed to be prepaid), of the Senior Mezzanine Debt pursuant to Section 2.4.1(c) of the Senior Mezzanine Loan Agreement and (ii) unless Junior Mezzanine Borrower shall have prepaid all, or in the case of a partial prepayment is tendered on a Payment Date, an amount equal of the Debt pursuant to the interest that would have accrued on the amount being prepaid after the date of prepayment through and including the next Payment Date had the prepayment not been made (which amount shall constitute additional consideration for the prepaymentthis Section 2.4.1(c), a pro-rata portion (iii) all other sums then due under this Agreement, the Note, the Mortgage and the other Loan Documents, and (iv) if prepayment occurs prior to the Payment Date which is one month prior to the Maturity Date, a prepayment consideration (the "PREPAYMENT CONSIDERATION") equal to the greater of (A) one percent (1%) of based on the outstanding principal balance of the Loan being prepaid or (B) prior to the excessproposed prepayment, if anythe then-outstanding principal balance of the Junior Mezzanine Loan and the portion of the Debt proposed to be prepaid), of (1the Junior Mezzanine Debt pursuant to Section 2.4.1(c) the sum of the present values of all then-scheduled payments of principal and interest under this Agreement including, but not limited to, principal and interest on the Maturity Date (with each such payment discounted to its present value at the date of prepayment at the rate which, when compounded monthly, is equivalent to the Prepayment Rate), over (2) the outstanding principal amount of the LoanJunior Mezzanine Loan Agreement. Lender shall notify Borrower of the amount and the basis of determination of the required Yield Maintenance Premium. If any notice of prepayment considerationis given, the portion of the Debt that is the subject of such prepayment notice shall be due and payable on the projected date of prepayment, provided that Borrower shall have the right to revoke or postpone any such prepayment upon written notice given to Lender not less than three (3) Business Days prior to the projected date of such prepayment (provided that Borrower shall pay all actual out-of-pocket costs and expenses of Lender incurred in reliance upon the projected date of such prepayment). Lender shall not be obligated to accept any prepayment of all or any portion of the Debt pursuant to this Section 2.4.1(c) unless it is accompanied by the Yield Maintenance Premium due in connection therewith. If for any reason Borrower prepays all or any portion of the Loan on a date other than a Payment Date, Borrower shall pay to Lender, in addition to the Debt (or portion thereof) being prepaid, interest on the Debt or such portion thereof for the full Accrual Period during which such prepayment occurs. For the avoidance of doubt, any prepayment of the Debt made by Borrower on or after the Partial Par Prepayment Date shall be deemed to have been made by Borrower pursuant to Section 2.4.1(b) until such time as the aggregate amount of the Debt prepaid by Borrower pursuant to said Section 2.4.1(b) shall equal the Partial Par Prepayment Cap. (bd) On Provided no Event of Default has occurred and is continuing, on the Payment Date that is one month prior to the Maturity Open Prepayment Date, and on each day any Business Day thereafter through the Maturity Date, Borrower may, at its option, prepay the Debt in full (but not in part) without payment of any Prepayment Consideration Yield Maintenance Premium or other penalty premium or premiumpenalty; PROVIDEDprovided, HOWEVERhowever, if for any reason such prepayment is not paid on a regularly regularly-scheduled Payment Date, the Debt shall include interest that would have accrued on such for the full Accrual Period during which the prepayment through and including the day immediately preceding the Maturity Dateoccurs. Borrower's ’s right to prepay any portion of the principal balance of the Loan in full pursuant to this subsection shall be subject to (i) Borrower's ’s submission of a notice to Lender setting forth the amount to be prepaid and the projected date of prepayment, which date shall be no less than thirty (30) days from the date of such notice, and (ii) Borrower's actual payment to Lender of the amount to be prepaid as set forth in such notice on the projected date set forth in such notice or any day following such projected date occurring in the same calendar month as such projected date.

Voluntary Prepayments. (a) Except as otherwise provided hereinherein 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 prior to the Permitted Prepayment Datepart. After On and after the Permitted Prepayment Date, provided no Event of Default has occurred and is continuing, Borrower may, provided it has given Lender at its option and upon thirty (30) days’ prior written notice in accordance with the terms of this Agreementto Lender, prepay the unpaid principal balance of the Loan Debt in whole, whole but not in part; provided, however, any prepayment received by payingLender prior to March 9, together with the amount to 2009 shall be prepaid, accompanied by (i) interest accrued and unpaid on the outstanding principal balance of the Loan being prepaid to and including the date of prepaymentapplicable Prepayment Fee, (ii) unless prepayment is tendered on a Payment Date, an amount equal to the Breakage Costs and (iii) all interest that which would have accrued on the amount being prepaid after of the date of prepayment Loan to be paid through and including the next last day of the Interest Period related to the Monthly Payment Date had the prepayment not been made (which amount shall constitute additional consideration for the prepayment), (iii) all other sums then due under this Agreement, the Note, the Mortgage and the other Loan Documents, and (iv) if prepayment occurs prior to the Payment Date which is one month prior to the Maturity Date, a prepayment consideration (the "PREPAYMENT CONSIDERATION") equal to the greater of (A) one percent (1%) of the outstanding principal balance of the Loan being prepaid or (B) the excess, if any, of (1) the sum of the present values of all then-scheduled payments of principal and interest under this Agreement including, but not limited to, principal and interest on the Maturity Date (with each such payment discounted to its present value at next occurring following the date of prepayment at the rate whichsuch prepayment, when compounded monthly, is equivalent to the Prepayment Rate), over (2) the outstanding principal amount of the Loan. Lender shall notify Borrower of the amount and the basis of determination of the required prepayment consideration. (b) On the Payment Date that is one month prior to the Maturity Date, and on each day thereafter through the Maturity Date, Borrower may, at its option, prepay the Debt without payment of any Prepayment Consideration or other penalty or premium; PROVIDED, HOWEVERor, if such prepayment is not paid occurs on a regularly scheduled Monthly Payment Date, through and including the Debt 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 include 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 that which would have accrued on such prepayment the amount of the Loan to be paid through and including the last day immediately preceding the Maturity Date. Borrower's right to prepay any portion of the principal balance of Interest Period related to the Loan shall be subject to (i) Borrower's submission of a notice to Lender setting forth the amount to be prepaid and the projected date of prepayment, which date shall be no less than thirty (30) days from Monthly Payment Date next occurring following the date of such noticeprepayment. No prepayment shall be permitted on any date during the period commencing on the first calendar day immediately following a Monthly Payment Date to, and (ii) Borrower's actual payment to Lender of but not including, the amount to be prepaid as set forth Determination Date in such notice on the projected date set forth calendar month, unless consented to by Lender in such notice or any day following such projected date occurring in the same calendar month as such projected dateits sole discretion.

Voluntary Prepayments. (a) Except as otherwise provided herein, Borrower shall not have the right to prepay the Loan prepay, in whole or in part part, the Principal Amount due hereunder prior to the Permitted Prepayment Anticipated Repayment Date. After ; provided, however, Borrower shall be entitled to make a prepayment of all of the Permitted Prepayment Principal Amount (A) in each case on any of the three (3) Payment Dates occurring immediately preceding the Anticipated Repayment Date (or on any Business Day occurring in the Interest Period immediately preceding any of such three (3) Payment Dates or the Anticipated Repayment Date, subject to Section 4(a)(iii) below) and at any time thereafter, without any premium or penalty and (B) on any Business Day where Borrower may, provided it has given notified Lender prior written notice in accordance with that Borrower elects to make a prepayment of the terms of this Agreement, prepay the unpaid principal balance Principal Amount pursuant to Section 2.4.7 of the Loan in wholeAgreement, but not in part, by paying, together with without any premium or penalty. Any such prepayment shall be conditioned upon satisfaction of the amount following: i. Borrower shall provide prior irrevocable written notice (the PREPAYMENT NOTICE) to Lender specifying the proposed date on which the prepayment is to be prepaid, (i) interest accrued and unpaid on the outstanding principal balance of the Loan being prepaid to and including the date of prepayment, (ii) unless prepayment is tendered on a Payment Date, an amount equal to the interest that would have accrued on the amount being prepaid after the date of prepayment through and including the next Payment Date had the prepayment not been made (which amount shall constitute additional consideration for the prepayment), (iii) all other sums then due under this Agreement, the Note, the Mortgage and the other Loan Documents, and (iv) if prepayment occurs prior to the Payment Date which is one month prior to the Maturity Date, a prepayment consideration (the "PREPAYMENT CONSIDERATION") equal to the greater of (A) one percent (1%) of the outstanding principal balance of the Loan being prepaid or (B) the excess, if any, of (1) the sum of the present values of all then-scheduled payments of principal and interest under this Agreement including, but not limited to, principal and interest on the Maturity Date (with each such payment discounted to its present value at the date of prepayment at the rate which, when compounded monthly, is equivalent to the Prepayment Rate), over (2) the outstanding principal amount of the Loan. Lender shall notify Borrower of the amount and the basis of determination of the required prepayment consideration. (b) On the Payment Date that is one month prior to the Maturity Date, and on each day thereafter through the Maturity Date, Borrower may, at its option, prepay the Debt without payment of any Prepayment Consideration or other penalty or premium; PROVIDED, HOWEVER, if such prepayment is not paid on a regularly scheduled Payment Date, the Debt shall include interest that would have accrued on such prepayment through and including the day immediately preceding the Maturity Date. Borrower's right to prepay any portion of the principal balance of the Loan shall be subject to (i) Borrower's submission of a notice to Lender setting forth the amount to be prepaid and the projected date of prepaymentmade, which date must be on a Business Day and shall be no less earlier than thirty (30) days from after the date of such noticePrepayment Notice and no later than ninety (90) days after the date of such Prepayment Notice (the date of a prepayment pursuant to this Section 4(a) or Section 4(c) below being the PREPAYMENT DATE); provided, and (iihowever, that any such notice delivered with respect to a prepayment of the Principal Amount under Section 4(a)(A) Borrower's actual payment above shall be freely revocable by Borrower on prior written notice to Lender and, with respect to any prepayment under Section 4(a) above, Borrower may, from time to time on written notice to Lender delivered no later than two (2) Business Days prior to the then scheduled Prepayment Date, extend such then scheduled Prepayment Date (provided that in no event shall the aggregate number of days by which Borrower elects to so extend any prepayment exceed thirty (30) days); ii. Borrower shall comply with the amount to be prepaid as provisions set forth in Section 4(d) of this Note; and iii. In the event that Borrower elects to prepay the Loan on any Business Day which is not a Payment Date, then (A) such notice on prepayment shall include interest payable hereunder calculated through the projected date set forth end of the Interest Period during which such prepayment is made, (B) such prepayment shall be deposited into the Collection Account for application in such notice accordance with Section 3.1 of the Loan Agreement and (C) until the next occurring Payment Date, Lender shall direct the Cash Management Bank to invest the amount prepaid in Permitted Investments in accordance with the Account Agreement and Borrower shall be entitled to any interest or any day following such projected date occurring in the same calendar month as such projected dateearnings thereon.

Voluntary Prepayments. (a) Except as otherwise provided herein, Borrower shall not have the right to may prepay the Loan in whole or in part prior part, at any time and from time to the Permitted Prepayment Date. After the Permitted Prepayment Datetime, provided, that (i) Borrower may, provided it has given gives Lender not less than ten (10) days’ prior written notice in accordance with of the terms of this Agreement, prepay the unpaid principal balance 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”); and (ii) Borrower pays Lender, in whole, but not in part, by paying, together with addition to the outstanding principal amount of the Loan to be prepaid, (iA) all interest accrued and unpaid on the outstanding principal balance of the Loan being prepaid to and including the date of prepayment, (ii) unless prepayment is tendered on a Payment Date, an amount equal to the interest that which would have accrued on the amount being prepaid after of the Loan to be paid through and including (x) if such prepayment occurs prior to a rated Securitization, then 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 last day of 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 next last day of the Interest Period related to such Payment Date had the prepayment not been made (which amount shall constitute additional consideration for the prepaymentall such interest payable under this clause (y), the “Additional Interest”) and (iii2) with respect to the remainder portion of the loan not subject to a rated Securitization, the date on which such prepayment is made, (B) if such prepayment occurs prior to the Permitted Par Prepayment Date, the applicable Yield Maintenance Premium on the amount of the Loan which is being prepaid, and (C) all other sums then due and payable under this Agreement, the Note, the Mortgage and the other Loan Documents, all of Lender’s reasonable, actual out-of-pocket costs and expenses (ivincluding reasonable attorneys’ fees and disbursements) if incurred by Lender in connection with such prepayment occurs prior to the Payment Date which is one month prior to the Maturity Date, a prepayment consideration (the "PREPAYMENT CONSIDERATION") equal to the greater of (A) one percent (1%) of the outstanding principal balance of the Loan being prepaid and any actual out-of-pocket costs and expenses incurred in connection with a revoked or (B) the excess, if any, of (1) the sum of the present values of all then-scheduled payments of principal and interest under this Agreement including, but not limited to, principal and interest on the Maturity Date (with each such payment discounted to its present value at the date of prepayment at the rate which, when compounded monthly, is equivalent to the extended Prepayment Rate), over (2) the outstanding principal amount of the Loan. Lender shall notify Borrower of the amount and the basis of determination of the required prepayment considerationNotice. (b) On the Payment Date that is one month prior to the Maturity Date, and on each day thereafter through the Maturity Date, Borrower may, at its option, prepay the Debt without payment of any Prepayment Consideration or other penalty or premium; PROVIDED, HOWEVER, if such prepayment is not paid on a regularly scheduled Payment Date, the Debt shall include interest that would have accrued on such prepayment through and including the day immediately preceding the Maturity Date. Borrower's right to prepay any portion of the principal balance of the Loan shall be subject to (i) Borrower's submission of a notice to Lender setting forth the amount to be prepaid and the projected date of prepayment, which date shall be no less than thirty (30) days from the date of such notice, and (ii) Borrower's actual payment to Lender of the amount to be prepaid as set forth in such notice on the projected date set forth in such notice or any day following such projected date occurring in the same calendar month as such projected date.

Voluntary Prepayments. (a) Except as otherwise provided herein, Borrower shall not have the right to prepay the Loan in whole or in part prior part. Subject to Sections 2.4.3 and 2.4.4 hereof, on and after the Permitted Open Prepayment Date. After the Permitted Prepayment Commencement Date, Borrower may, provided it has given at its option and upon thirty (30) days’ prior notice to Lender prior written (which notice in accordance with shall specify the terms of this Agreementproposed Prepayment Date), prepay the unpaid principal balance of the Loan Debt in whole, whole (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 paying, together Lender in connection with the amount to be prepaid, (i) interest accrued and unpaid on the outstanding principal balance actions taken as a result of its receipt of the Loan being prepaid to notice of prepayment and including the date of prepayment, revocation thereof. Any prepayment received by Lender shall be accompanied by (iia) unless prepayment is tendered on a Payment Date, an amount equal to the all interest that which would have accrued on the amount being of the Loan to be prepaid after the date of prepayment through and including the next last day of the Interest Period related to the Monthly Payment Date had next occurring following the date of such prepayment not been made (which amount shall constitute additional consideration for or, if such prepayment occurs on a Monthly Payment Date, through and including the prepaymentlast day of the Interest Period related to such Monthly Payment Date), (iiib) all out-of-pocket, third party costs and expenses actually incurred by Lender in connection with such prepayment and (c) all other sums then due and payable under this Agreement, the Note, the Mortgage and the other Loan Documents, and (iv) if . Subject to Borrower’s right to withdraw a notice of prepayment occurs prior to the Payment Date which is one month prior to the Maturity Date, a prepayment consideration (the "PREPAYMENT CONSIDERATION") equal to the greater of (A) one percent (1%) of the outstanding principal balance of the Loan being prepaid or (B) the excessin accordance with this Section 2.4.1, if anya notice of prepayment is given by Borrower to Lender pursuant to this Section 2.4.1, of (1) the sum of the present values of amount designated for prepayment and all then-scheduled payments of principal and interest other sums required under this Agreement including, but not limited to, principal Section 2.4 shall be due and interest payable on the Maturity Date (with each such payment discounted to its present value at the date of prepayment at the rate which, when compounded monthly, is equivalent to the proposed Prepayment Rate), over (2) the outstanding principal amount of the Loan. Lender shall notify Borrower of the amount and the basis of determination of the required prepayment considerationDate. (b) On the Payment Date that is one month prior to the Maturity Date, and on each day thereafter through the Maturity Date, Borrower may, at its option, prepay the Debt without payment of any Prepayment Consideration or other penalty or premium; PROVIDED, HOWEVER, if such prepayment is not paid on a regularly scheduled Payment Date, the Debt shall include interest that would have accrued on such prepayment through and including the day immediately preceding the Maturity Date. Borrower's right to prepay any portion of the principal balance of the Loan shall be subject to (i) Borrower's submission of a notice to Lender setting forth the amount to be prepaid and the projected date of prepayment, which date shall be no less than thirty (30) days from the date of such notice, and (ii) Borrower's actual payment to Lender of the amount to be prepaid as set forth in such notice on the projected date set forth in such notice or any day following such projected date occurring in the same calendar month as such projected date.

Voluntary Prepayments. (a) 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. After On or after the Permitted Prepayment Date, Borrower may, provided it has given Lender prior written notice in accordance with the terms of this Agreement, prepay the unpaid principal balance of the Loan in whole, but not in part, by paying, together with the amount to be prepaid, (i) interest accrued and unpaid on the outstanding principal balance of the Loan being prepaid to and including the date of prepayment, (ii) unless prepayment is tendered on a Payment Date, an amount equal to the interest that would have accrued on the amount being prepaid after the date of prepayment through and including the next Payment Date had the prepayment not been made (which amount shall constitute additional consideration for the prepayment), (iii) all other sums then due under this Agreement, the Note, the Mortgage and the other Loan Documents, and (iv) if prepayment occurs prior to the Payment Date which is one month prior to the Maturity Date, a prepayment consideration (the "PREPAYMENT CONSIDERATION"“Prepayment Consideration”) equal to the greater of (A) one percent (1%) of the outstanding principal balance of the Loan being prepaid or (B) the excess, if any, of (1) the sum of the present values of all then-scheduled payments of principal and interest under this Agreement including, but not limited to, principal and interest on the Maturity Date (with each such payment discounted to its present value at the date of prepayment at the rate which, when compounded monthly, is equivalent to the Prepayment Rate), over (2) the outstanding principal amount of the Loan. Lender shall notify Borrower of the amount and the basis of determination of the required prepayment consideration. (b) On the Payment Date that is one month prior to the Maturity Date, and on each day thereafter through the Maturity Date, Borrower may, at its option, prepay the Debt without payment of any Prepayment Consideration or other penalty or premium; PROVIDEDprovided, HOWEVERhowever, if such prepayment is not paid on a regularly scheduled Payment Date, the Debt shall include interest that would have accrued on such prepayment through and including the day immediately preceding the Maturity Date. Borrower's ’s right to prepay any portion of the principal balance of the Loan shall be subject to (i) Borrower's ’s submission of a notice to Lender setting forth the amount to be prepaid and the projected date of prepayment, which date shall be no less than thirty (30) days from the date of such notice, and (ii) Borrower's ’s actual payment to Lender of the amount to be prepaid as set forth in such notice on the projected date set forth in such notice or any day following such projected date occurring in the same calendar month as such projected date.

Voluntary Prepayments. (a) Except as otherwise provided hereinOn any Payment Date, Borrower shall not have the right to may, at its option, prepay the Loan in whole or in part prior to part, upon satisfaction of the Permitted Prepayment Date. After the Permitted Prepayment Date, following conditions: (a) Borrower may, provided it has given Lender shall provide prior written notice in accordance with to Lender (which notice shall be irrevocable) specifying the terms of this Agreement, prepay date (the unpaid principal balance of “Prepayment Date”) upon which the Loan in whole, but not in part, by paying, together with the amount prepayment is to be prepaidmade, which notice shall be delivered to Lender not less than twenty (20) Business Days prior to such payment; (b) Borrower shall pay to Lender, simultaneously with such prepayment, (i) interest all accrued and unpaid interest calculated at the Applicable Interest Rate on the outstanding amount of principal balance of the Loan being prepaid to through and including the date of prepaymentPrepayment Date, (ii) unless if such prepayment is tendered not made on a Payment Date, all accrued and unpaid interest on the amount of principal being prepaid through and including the Prepayment Date, together with all interest on the principal amount being prepaid which would have accrued from the Prepayment Date through and including the immediately succeeding Payment Date, in each case calculated at the Applicable Interest Rate for the Interest Period in which the prepayment occurs (the “Interest Shortfall”), (iii) Breakage Costs, if any, without duplication of any sums paid pursuant to the preceding clauses (i) and (ii), (iv) if such prepayment occurs prior to the expiration of the Lockout Period, an amount equal to the interest that would have accrued on the amount being prepaid after the date of prepayment through Spread Maintenance Premium, and including the next Payment Date had the prepayment not been made (which amount shall constitute additional consideration for the prepayment), (iiiv) all other sums then due under this Agreement, the Note, the Mortgage and Note or the other Loan Documents; (c) each prepayment shall be in an aggregate principal amount of $1,000,000.00 or any integral multiple of $100,000.00 in excess thereof; and (d) Mezzanine Borrower shall have simultaneously with such prepayment made a pro rata prepayment of the Mezzanine Loan. If a notice of prepayment is given by Borrower to Lender pursuant to this Section 2.3.1, the amount designated for prepayment and all other sums required under this Section 2.3.1 shall be due and payable on the Prepayment Date. Notwithstanding the foregoing, Borrower shall be permitted the right to rescind and revoke or postpone its notice of prepayment given in accordance with this Section 2.3.1, provided that (ivi) if prepayment occurs a written notice of such rescission and revocation or postponement is received by Lender no later than three (3) Business Days prior to the Payment Date which is one month prior to the Maturity Date, a prepayment consideration (the "PREPAYMENT CONSIDERATION") equal to the greater of (A) one percent (1%) of the outstanding principal balance of the Loan being prepaid or (B) the excess, if any, of (1) the sum of the present values of all then-scheduled payments of principal and interest under this Agreement including, but not limited to, principal and interest on the Maturity Date (with each such payment discounted to its present value at the date of prepayment at the rate which, when compounded monthly, is equivalent to the Prepayment Rate), over (2) the outstanding principal amount of the Loan. Lender shall notify indicated by Borrower of the amount and the basis of determination of the required prepayment consideration. (b) On the Payment Date that is one month prior to the Maturity Date, and on each day thereafter through the Maturity Date, Borrower may, at its option, prepay the Debt without payment of any Prepayment Consideration or other penalty or premium; PROVIDED, HOWEVER, if such prepayment is not paid on a regularly scheduled Payment Date, the Debt shall include interest that would have accrued on such prepayment through and including the day immediately preceding the Maturity Date. Borrower's right to prepay any portion of the principal balance of the Loan shall be subject to (i) Borrower's submission of a notice to Lender setting forth the amount to be prepaid and the projected date of prepayment, which date shall be no less than thirty (30) days from the date of such notice, and (ii) Borrower's actual payment to Lender Borrower pays Lender’s reasonable out-of-pocket costs and expenses incurred as a result of the amount to be prepaid as set forth in Lender’s receipt of such notice on the projected date set forth in such notice of prepayment and its rescission, revocation or any day following such projected date occurring in the same calendar month as such projected datepostponement.

Voluntary Prepayments. (a) Except as otherwise provided hereinexpressly set forth herein (including any payment of principal to avoid or terminate a Triggering Event after the Lockout Date), Borrower shall not have the right to prepay the Loan in whole or in part prior to the Permitted Prepayment Maturity Date. After Notwithstanding anything in this Agreement to the Permitted Prepayment contrary, any prepayment of principal to avoid or terminate a Triggering Event shall be subject to the Yield Maintenance Premium. (b) On the Payment Date in February 2023 (the “Open Date”) or on any Payment Date thereafter, Borrower may, provided it has given Lender at its option and upon thirty (30) days prior written notice in accordance with the terms of this Agreementto Lender, prepay the unpaid Loan in whole, but not in part, without payment of the Yield Maintenance Premium, provided that Borrower simultaneously pays to Lender an amount equal to the sum of (i) the Debt plus (ii) all interest that would have accrued on the amount of principal being prepaid through and including the last day of the Interest Accrual Period related to the Payment Date next occurring following the date of such prepayment, notwithstanding that such Interest Accrual Period extends beyond the date of prepayment. (c) After the Lockout Date, Borrower shall have the right, only on a Business Day, to prepay the outstanding principal balance of the Loan in whole, but not in part, by paying, together with upon satisfaction of the amount to be prepaid, following conditions: (i) Borrower shall deliver to Lender a Prepayment Notice; (ii) Borrower shall pay to Lender all unpaid interest accrued and unpaid on the then outstanding principal balance of prepaid plus, if the Loan being prepaid to and including the date of prepayment, (ii) unless prepayment Prepayment Date is tendered on not a Payment Date, an amount equal to the all interest that would have accrued on the amount being prepaid after the date of prepayment through and including the next Payment Date had the prepayment not been made (which amount shall constitute additional consideration accruing for the prepayment), full Interest Accrual Period in which the Prepayment Date falls; (iii) On the Prepayment Date, Borrower shall pay to Lender (i) the Yield Maintenance Premium (if such payment is made prior to the Open Date) and (ii) all other sums sums, then due under the Note, this Agreement, the NoteMortgage, the Mortgage and the other Loan Documents, and ; and (iv) if Borrower shall pay all reasonable costs and expenses of Lender incurred in connection with the repayment or prepayment occurs prior to the Payment Date which is one month prior to the Maturity Date, (including any costs and expenses associated with a prepayment consideration (the "PREPAYMENT CONSIDERATION") equal to the greater of (A) one percent (1%) release of the outstanding principal balance Lien of the Loan being prepaid or (B) the excess, if any, of (1) the sum of the present values of all then-scheduled payments of principal Mortgage and interest under this Agreement including, but not limited to, principal reasonable attorneys’ fees and interest on the Maturity Date (with each such payment discounted to its present value at the date of prepayment at the rate which, when compounded monthly, is equivalent to the Prepayment Rateexpenses), over (2) the outstanding principal amount of the Loan. Lender shall notify Borrower of the amount and the basis of determination of the required prepayment consideration. (bd) On In connection with any release of the Payment Date that is one month prior Security Instruments pursuant to the Maturity Date, and on each day thereafter through the Maturity Datethis Section 2.3.1, Borrower mayshall submit to Lender, at its option, prepay the Debt without payment of any Prepayment Consideration or other penalty or premium; PROVIDED, HOWEVER, if such prepayment is not paid on a regularly scheduled Payment Date, the Debt shall include interest that would have accrued on such prepayment through and including the day immediately preceding the Maturity Date. Borrower's right to prepay any portion of the principal balance of the Loan shall be subject to (i) Borrower's submission of a notice to Lender setting forth the amount to be prepaid and the projected date of prepayment, which date shall be no less than thirty (30) days from prior to the date Prepayment Date, a release of Lien (and related Loan Documents) for each Individual Property for execution by Lender. Such release shall be in a form appropriate in each jurisdiction in which an Individual Property is located and that would be satisfactory to a prudent institutional lender and shall contain standard provisions, if any, protecting the rights of the releasing lender. In addition, Borrower shall provide all other documentation Lender reasonably requires to be delivered by Borrower in connection with such noticerelease, together with an Officer’s Certificate certifying that such documentation (i) is in compliance with all applicable Legal Requirements, and (ii) will, following execution by Lender and recordation thereof, effect such releases in accordance with the terms of this Agreement. (e) Lender shall, upon the written request and at the expense of Borrower's actual , upon payment to Lender in full of all principal and interest due on the Loan and all other amounts due and payable under the Loan Documents in accordance with the terms and provisions of the amount Note and this Agreement, release the Lien of the Security Instrument on each Individual Property not theretofore released and remit any remaining Reserve Funds to or at the direction of Borrower. Provided that no Default or Event of Default shall exist and be prepaid as set forth continuing, upon written request of Borrower, Lender shall reasonably cooperate in assigning any mortgage and/or deed of trust in connection with release of an Individual Property and such notice on the projected date set forth assignment shall be without recourse, representation or warranty (except with respect to Lender’s right, title and interest in and to such notice or mortgage and/or deed of trust and Lender’s authority to transfer its interest therein), and Borrower shall pay all costs and expenses incurred by Lender in connection with such assignment and any day following such projected date occurring in the same calendar month as such projected dateactions related thereto.

Voluntary Prepayments. On any Payment Date, Borrowers may, at their option and upon thirty (a30) Except as otherwise provided hereindays prior written notice to Lender, Borrower shall not have the right to prepay the Loan Debt in whole or in part prior to the Permitted Prepayment Date. After the Permitted Prepayment Datepart; provided that (a) no Event of Default or Mortgage Event of Default shall have occurred and be continuing, Borrower may, provided it has given Lender prior written notice in accordance with the terms of this Agreement, prepay the unpaid principal balance of the Loan in whole, but not in part, and (b) any such prepayment is accompanied by paying, together with the amount to be prepaid, (i) all interest accrued and unpaid on the outstanding principal balance of the Loan being prepaid to and including the date of prepayment, (ii) unless prepayment is tendered on a Payment Date, an amount equal to the interest that which would have accrued on the amount being prepaid after of the date of prepayment Loan to be paid through and including the next last day of the Interest Accrual Period related to the Payment Date had next occurring following the date of such prepayment not been made (which amount shall constitute additional consideration for the prepayment“Prepayment Date”), or, if such prepayment occurs on a Payment Date, through and including the last day of the Interest Accrual Period related to such Payment Date; (ii) if such Prepayment Date is prior to the Prepayment Premium Expiration Date, the Prepayment Premium; (iii) all other sums then due and payable under this Agreement, the Note, the Mortgage Note and the other Loan Documents, and (iv) if prepayment occurs prior to the Payment Date which is one month prior to the Maturity Date, a prepayment consideration (the "PREPAYMENT CONSIDERATION") equal to the greater of (A) one percent (1%) of the outstanding principal balance of the Loan being prepaid or (B) the excess, if any, of (1) the sum of the present values of all then-scheduled payments of principal and interest under this Agreement including, but not limited to, principal any late fees and default interest required to be paid by Borrowers hereunder, and (iv) all of Lender’s costs and expenses (including, without limitation, reasonable attorney’s fees and disbursements) incurred in connection with such prepayment. 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 therewith. Borrowers shall have the right to revoke or rescind in writing any notice of prepayment any time on or before the Maturity Prepayment Date (set forth in Borrowers’ notice of prepayment, provided that Borrowers pay to Lender concurrently with each such payment discounted to its present value at revocation or rescission the date sum of prepayment at (A) all actual out-of-pocket costs and expenses incurred by Lender in connection with or as a result of such revocation or rescission, plus (B) a fee in the rate which, when compounded monthly, is equivalent to the Prepayment Rate), over (2) the outstanding principal amount of the Loan$25,000.00. Lender shall notify Borrower If for any reason Borrowers prepay all or any portion of the amount and the basis of determination of the required prepayment consideration. (b) On the Payment Date that is one month prior to the Maturity Date, and on each day thereafter through the Maturity Date, Borrower may, at its option, prepay the Debt without payment of any Prepayment Consideration or other penalty or premium; PROVIDED, HOWEVER, if such prepayment is not paid Loan on a regularly scheduled date other than a Payment Date, Borrowers shall pay to Lender, in addition to the Debt shall include and the other amounts set forth in the foregoing clauses (i) - (iv), all interest that which would have accrued on such prepayment the amount of the Loan to be paid through and including the day immediately preceding Payment Date next occurring following the Maturity Prepayment Date. Borrower's right to prepay any portion of the principal balance of the Loan Any partial prepayment shall be subject applied to (i) Borrower's submission the last payments of a notice to Lender setting forth principal due under the amount to be prepaid and the projected date of prepayment, which date shall be no less than thirty (30) days from the date of such notice, and (ii) Borrower's actual payment to Lender of the amount to be prepaid as set forth in such notice on the projected date set forth in such notice or any day following such projected date occurring in the same calendar month as such projected dateLoan.

Voluntary Prepayments. (ai) Except as otherwise provided hereinSubject to clause (ii) below, the Borrower shall may: (A) at any time and from time to time prepay all or any portion of the outstanding principal amount of any Advance under any FFB Note, upon prior submission of a Prepayment Election Notice by the Borrower to DOE and FFB not have the right to prepay the Loan in whole or in part less than ten (10) Business Days prior to the Permitted Intended Prepayment Date. After the Permitted Prepayment Date, Borrower may, provided it has given Lender prior written notice Date in accordance with the terms of this Agreement, prepay the unpaid principal balance of the Loan in whole, but not in part, by paying, together with the amount to be prepaid, (i) interest accrued and unpaid on the outstanding principal balance of the Loan being prepaid to and including the date of prepayment, (ii) unless prepayment is tendered on a Payment Date, an amount equal to the interest that would have accrued on the amount being prepaid after the date of prepayment through and including the next Payment Date had the prepayment not been made (which amount shall constitute additional consideration for the prepayment), (iii) all other sums then due under this Agreement, the Note, the Mortgage hereof and the other Loan Documents, relevant FFB Note; and (ivB) if prepayment occurs pursuant to Section 10.01 (Events of Default) and upon prior submission of a Prepayment Election Notice by the Borrower to DOE and FFB not less than ten (10) Business Days prior to the Payment Intended Prepayment Date which is one month prior to in accordance with the Maturity Dateterms hereof and the relevant FFB Note, a prepayment consideration (the "PREPAYMENT CONSIDERATION") equal to the greater of (A) one percent (1%) of the outstanding principal balance of the Loan being prepaid or (B) the excess, if any, of prepay (1) the sum all of the present values of all then-scheduled payments of principal and interest under this Agreement including, but not limited to, principal and interest on the Maturity Date (with each such payment discounted to its present value at the date of prepayment at the rate which, when compounded monthly, is equivalent to the Prepayment Rate), over (2) the outstanding principal amount of the Loan. Lender shall notify Borrower Advance(s) relating to any Eligible Project with respect to which a Specified Covenant Event has occurred or (2) all outstanding Advances following the occurrence of the amount and the basis of determination of the required prepayment considerationa Specified Prepayment Event. (bii) On the Payment Date that is one month The Advances may be prepaid under clause (i)(A) above on or prior to the Maturity Date, and on each last day thereafter through of the Maturity Date, Borrower may, at its option, prepay the Debt without payment of any Prepayment Consideration or other penalty or premium; PROVIDED, HOWEVER, Availability Period only if such prepayment includes prepayment either (x) in full of all outstanding Advances and all other Guaranteed Obligations, in which case the Borrower shall simultaneously cancel the outstanding commitment of FFB to make Advances to the Borrower, or (y) in part. (iii) For any prepayments pursuant to Section 10.01 (Events of Default) where the amount of such prepayment is not paid greater than One Hundred Million Dollars ($100,000,000) (for purposes of such calculation, only the relevant principal amount of the applicable Advance(s) shall be considered) and where the Borrower has elected to pay such amount in quarterly installments: (A) the Borrower shall be required to pay the first installment of such prepayment (or provide an irrevocable Prepayment Election Notice with respect to such prepayment) on a regularly scheduled Payment Dateor prior to the date that is ninety (90) days following the applicable Prepayment Trigger Date and each subsequent quarterly installment on or prior to the date that is ninety (90) days following the prior payment date; (B) the principal amount of each quarterly installment shall be equal to the aggregate outstanding principal amount of the total prepayment divided by four (4) or twelve (12), as applicable (the Debt shall include “Voluntary Prepayment Quarterly Principal Amount”), and, for the avoidance of doubt, each prepayment made will require the simultaneous payment in full of all accrued interest that would have accrued on such prepayment through Voluntary Prepayment Quarterly Principal Amount and including the day immediately preceding the Maturity Date. Borrower's right to prepay any portion satisfaction of the principal balance of the Loan shall be subject to all other requirements under Section 3.05(a) (i) Borrower's submission of a notice to Lender setting forth the amount to be prepaid and the projected date of prepayment, which date shall be no less than thirty (30) days from the date of such notice, and (ii) Borrower's actual payment to Lender of the amount to be prepaid as set forth in such notice on the projected date set forth in such notice or any day following such projected date occurring in the same calendar month as such projected date.

Voluntary Prepayments. (a) Except as otherwise provided hereinin Section 2.3.2 and in this Section 2.3.1, Borrower shall not have the right to prepay the Loan in whole or in part prior to the Permitted Maturity Date. (b) During the Prepayment Date. After the Permitted Prepayment DatePeriod, Borrower may, provided it has given Lender prior written notice shall have the right to prepay a portion of the Principal Amount in connection with a Property Release of one or more Individual Properties consummated in accordance with and subject to the terms conditions of Section 8.7 of this Agreement, provided that the portion of the Principal Amount that may be voluntarily prepaid during the Prepayment Period shall not exceed $19,220,000 in the aggregate. (c) The outstanding Principal Amount may not be voluntarily prepaid in whole or in part, in excess of the $19,220,000 portion of the Principal Amount that may be prepaid in connection with Property Releases of Individual Properties during the Prepayment Period. At any time on or after the Prepayment Lockout Release Date, Borrower shall have the right to prepay the unpaid principal balance of the Loan Principal Amount, in whole, whole but not in part. (d) In connection with any voluntary prepayment of the Principal Amount, by paying, together with Borrower shall provide prior irrevocable written notice (the amount Prepayment Notice) to Lender specifying the proposed date on which the prepayment is to be prepaidmade, which date must be no earlier than ten (i10) interest accrued and unpaid on the outstanding principal balance of the Loan being prepaid to and including Business Days after the date of such Prepayment Notice. Promptly following the receipt of the Prepayment Notice, the Lender shall notify the Borrower in writing of the Release Price. Upon the delivery of such notice, such amounts shall be due and payable on the specified Prepayment Date and failure to pay such amounts shall be an Event of Default hereunder. (e) On the date on which a prepayment, voluntary or mandatory, is made as required under this Agreement (ii) unless prepayment is tendered on a Payment the Prepayment Date), Borrower shall pay to Lender an amount equal to the interest sum of (x) the entire outstanding Principal Amount or portion thereof required to be prepaid plus (y) the Breakage Costs, plus (z) an amount equal to the Yield Maintenance Premium on such prepayment; provided, that would have accrued on notwithstanding the amount being prepaid after foregoing, other than following an Event of Default, no Yield Maintenance Premium shall be due in connection with any prepayment made pursuant to Section 2.3.2(a). (f) On the date of prepayment through and including the next Payment Date had the prepayment not been made (which amount Prepayment Date, Borrower shall constitute additional consideration for the prepayment), (iii) pay to Lender all other sums then due under the Note, this Agreement, the NoteSecurity Instrument, the Mortgage and the other Loan Documents. Borrower shall pay all costs and expenses of Lender incurred in connection with the prepayment (including without limitation, any costs and (iv) if prepayment occurs prior to the Payment Date which is one month prior to the Maturity Date, expenses associated with a prepayment consideration (the "PREPAYMENT CONSIDERATION") equal to the greater of (A) one percent (1%) release of the outstanding principal balance Lien of the Loan being prepaid or (B) the excess, if any, of (1) the sum of the present values of all then-scheduled payments of principal and interest under this Agreement including, but not limited to, principal and interest on the Maturity Date (with each such payment discounted to its present value at the date of prepayment at the rate which, when compounded monthly, is equivalent to the Prepayment Rate), over (2) the outstanding principal amount of the Loan. Lender shall notify Borrower of the amount and the basis of determination of the required prepayment consideration. (b) On the Payment Date that is one month prior to the Maturity Date, and on each day thereafter through the Maturity Date, Borrower may, at its option, prepay the Debt without payment of any Prepayment Consideration or other penalty or premium; PROVIDED, HOWEVER, if such prepayment is not paid on a regularly scheduled Payment Date, the Debt shall include interest that would have accrued on such prepayment through and including the day immediately preceding the Maturity Date. Borrower's right to prepay any portion of the principal balance of the Loan shall be subject to (i) Borrower's submission of a notice to Lender setting forth the amount to be prepaid and the projected date of prepayment, which date shall be no less than thirty (30) days from the date of such notice, and (ii) Borrower's actual payment to Lender of the amount to be prepaid related Security Instrument as set forth in such notice on the projected date set forth in such notice or any day following such projected date occurring in the same calendar month Section 2.3.3 of this Agreement as such projected datewell as reasonable attorneys’ fees and expenses).

Voluntary Prepayments. (a) Except Borrower shall have the right, at its option, from time to time to prepay the portion of the Sponsor Borrower Loan owed by Borrower in whole or part at any time, subject to the terms hereof, but no prepayment may be less than the outstanding principal balance and accrued interest of the Borrowing Advance Tranche being prepaid, except for partial prepayments made by Borrower in order to remedy non-compliance with the Sublimits as otherwise provided for herein. Whenever Borrower desires to prepay any part of the Sponsor Borrower Loan owed by Borrower, Borrower shall not have the right provide a prepayment Notice to prepay the Loan in whole or in part Lender by 12:00 p.m. Eastern Time at least 10 Business Days prior to the Permitted Prepayment Date. After the Permitted Prepayment Date, Borrower may, provided it has given Lender prior written notice in accordance with the terms of this Agreement, prepay the unpaid principal balance date of the Loan in whole, but not in part, by paying, together with proposed prepayment setting forth the following information: (i) the amount to be prepaid, (i) interest accrued and unpaid on the outstanding principal balance of the Loan being prepaid to and including the date of prepayment, ; (ii) unless the estimated date on which the proposed prepayment is tendered on a Payment Date, an amount equal to the interest that would have accrued on the amount being prepaid after the date of prepayment through be made; and including the next Payment Date had the prepayment not been made (which amount shall constitute additional consideration for the prepayment), (iii) all other sums then due under this Agreement, a statement indicating the Note, application of the Mortgage and the other Loan Documents, and (iv) if prepayment occurs prior to the Payment Date which is one month prior to the Maturity Date, a Borrowing Advance Tranche. All prepayment consideration (the "PREPAYMENT CONSIDERATION") equal to the greater of (A) one percent (1%) of the outstanding principal balance of the Loan being prepaid or (B) the excess, if any, of (1) the sum of the present values of all then-scheduled payments of principal and interest under this Agreement including, but not limited to, principal and interest on the Maturity Date (with each such payment discounted to its present value at the date of prepayment at the rate which, when compounded monthly, is equivalent to the Prepayment Rate), over (2) the outstanding Notices shall be irrevocable. The principal amount of the LoanBorrowing Advance Tranche for which a prepayment Notice is given, together with Accrued Interest, shall be due and payable by 12:00 p.m. Eastern Time on the date on which the proposed prepayment is to be made. Lender shall notify shall, upon receipt of Borrower’s Notice, prepare and 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 amount and the basis of determination of the required event Borrower’s prepayment consideration. (b) On the Payment Date that Notice is one month not received by Lender prior to 12:00 p.m. Eastern Time, Lender shall not be obligated to prepare and deliver such statement of interest until the Maturity Date, and on each day thereafter through the Maturity Date, Borrower may, at its option, prepay the Debt without payment of any Prepayment Consideration or other penalty or premium; PROVIDED, HOWEVER, if such prepayment is not paid on a regularly scheduled Payment Date, the Debt shall include interest that would have accrued on such prepayment through and including the day immediately preceding the Maturity Date. Borrower's right to prepay any portion of the principal balance of the Loan shall be subject to (i) Borrower's submission of a notice to Lender setting forth the amount to be prepaid and the projected date of prepayment, which date shall be no less than thirty (30) days from the date Business Day following Lender’s receipt of such notice, and (ii) Borrower's actual payment to Lender of the amount to be prepaid as set forth in such notice on the projected date set forth in such notice or any day following such projected date occurring in the same calendar month as such projected dateNotice.

Voluntary Prepayments. (a) Except The Borrower may at any time during the Term Period upon not less than three Business Days prior notice but without premium or penalty, prepay to the Nonrevolving Lenders in whole or in part, any Prime Rate Drawdown or Base Rate Drawdown together with accrued interest thereon to the date of such prepayment. Any such prepayment of the Facility shall be applied to scheduled repayments thereof in the order requested by the Borrower. (b) If any Libor Drawdown or Bankers' Acceptance Drawdown is repaid on other than the expiration of the applicable Libor Interest Period or the maturity of the Bankers' Acceptance, respectively, the Borrower shall, within three Business Days after notice from the Agent, pay to the Agent for the account of each Lender rateably in accordance with the portion of the Libor Drawdown or Bankers' Acceptance Drawdown outstanding to such Lender: (i) in the case of the prepayment of any Libor Drawdown, all reasonable loss (excluding loss of profit) or expense incurred as otherwise provided hereina result of such prepayment including, Borrower shall not have without limitation, any cost or expense incurred by reason of the right to prepay the Loan liquidation or re-employment in whole or in part prior of deposits or other funds required by the Lenders to the Permitted Prepayment Date. After the Permitted Prepayment Date, Borrower may, provided it has given Lender prior written notice in accordance with the terms of this Agreement, prepay the unpaid principal balance of the Loan in whole, but not in part, by paying, together with the amount to be prepaid, (i) interest accrued and unpaid on the outstanding principal balance of the Loan being prepaid to and including the date of prepayment, fund any Libor Drawdown; and (ii) unless in the case of the prepayment is tendered on a Payment Dateof any Bankers' Acceptance Drawdown, an amount equal to the interest that would have accrued on the amount being prepaid after determined by the date of prepayment through and including the next Payment Date had the prepayment not been made (which amount shall constitute additional consideration for the prepayment)Agent acting reasonably, (iii) all other sums then due under this Agreement, the Note, the Mortgage and the other Loan Documents, and (iv) if prepayment occurs prior to the Payment Date which is one month prior to the Maturity Date, a prepayment consideration (the "PREPAYMENT CONSIDERATION") equal to the greater of (A) one percent (1%) of the outstanding principal balance of the Loan being prepaid or (B) the excess, if any, of (1) the sum of the present values of all then-scheduled payments of principal and interest under this Agreement including, but not limited to, principal and interest on the Maturity Date (with each such payment discounted to its present value at the date of prepayment at the rate which, when compounded monthly, is equivalent to the Prepayment Rate), over (2) the outstanding principal amount of the Loan. Lender shall notify Borrower of be the amount and the basis of determination of the required prepayment consideration. (b) On the Payment Date that is one month prior to the Maturity Date, and on each day thereafter through the Maturity Date, Borrower may, at its option, prepay the Debt without payment of any Prepayment Consideration or other penalty or premium; PROVIDED, HOWEVER, if such prepayment is not be paid on a regularly scheduled Payment Date, the Debt shall include interest that would have accrued on such prepayment through and including the day immediately preceding the Maturity Date. Borrower's right to prepay any portion of the principal balance of the Loan shall be subject to (i) Borrower's submission of a notice to Lender setting forth the amount to be prepaid and the projected date of prepayment, which date shall be no less than thirty (30) days from the date of such notice, and (ii) Borrower's actual payment prepayment to Lender yield to the Lenders the face amount of the amount Bankers' Acceptance to be prepaid as set forth in such notice on the projected date set forth maturity thereof. (c) On and after the Term Out Date, any prepayment made by the Borrower in such notice or any day following such projected date occurring respect of the Loans in the same calendar month as such projected dateTerm Period shall rateably reduce each Lender's Commitment Amount.

Voluntary Prepayments. (a) Except as otherwise provided herein, Borrower shall not have the right to prepay the Loan in whole or in part prior to part. On and after the Permitted Prepayment Date. After the Permitted Prepayment Date, Date Borrower may, provided it has given at its option and upon at least ten (10) Business Days (or such shorter period as permitted by Lender in its discretion) prior written notice in accordance with to Lender (which notice shall be irrevocable) specifying the terms of this Agreementdate on which such prepayment is to be made (the “Prepayment Date”), prepay the unpaid principal balance Debt in whole or not in part (but if prepayment is made in part, such prepayment shall be in increments of $1,000,000); provided, however, that no prepayment shall be permitted on any date during the Loan in wholeperiod commencing on the first calendar day immediately following a Monthly Payment Date to, but not including, the Determination Date in partsuch calendar month (the “Lockout Period”), unless consented to by payingLender in its sole discretion. Borrower shall pay to Lender, together simultaneously with the amount to be prepaidsuch prepayment: (a) if such prepayment is made on a Monthly Payment Date, (i) interest all accrued and unpaid on interest calculated at the outstanding principal balance of the Loan being prepaid to and including the date of prepayment, (ii) unless prepayment is tendered on a Payment Date, an amount equal to the interest that would have accrued Applicable Interest Rate on the amount of principal being prepaid after the date of prepayment through and including the next end of the Interest Period immediately prior to the date on which such prepayment occurs; (b) if such prepayment is made on a day other than a Monthly Payment Date had (subject to the Lockout Period), all accrued and unpaid interest calculated at the Applicable Interest Rate on the amount of principal being prepaid through and including the end of the Interest Period immediately prior to the date on which such prepayment not been made occurs; provided, however, that if the Prepayment Date 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 amount being prepaid which would have accrued through the end of the next succeeding Interest Period (which amount the “Interest Shortfall”). Any prepayment received by Lender on a date other than a Monthly Payment Date shall constitute additional consideration be held by Lender as collateral security for the prepaymentLoan and shall be applied to the Debt on the next Monthly Payment Date; (c) Breakage Costs, if any, without duplication of any sums paid pursuant to the preceding clauses (a) and (b), ; and (iiid) [reserved] (e) all other sums then due under this Agreement, the Note, the Mortgage and Notes or the other Loan Documents. If a notice of prepayment is given by Borrower to Lender pursuant to this Section 2.4.1, the amount designated for prepayment and all other sums required under this Section 2.4.1 shall be due and payable on the Prepayment Date. If Borrower prepays the Loan in full, the obligation of the Note B-2 Lender to make any Future Advance shall be of no further force or effect. Notwithstanding the foregoing, (ivx) if prepayment occurs Borrower shall have the right (in each case by notice to the Lender not later than five (5) Business Days prior to the Payment Date which is one month prior scheduled date of prepayment) to the Maturity Date, a prepayment consideration (the "PREPAYMENT CONSIDERATION") equal to the greater of (A) one percent (1%) of the outstanding principal balance of the Loan being prepaid or (B) the excess, if any, of (1) the sum of the present values of all then-scheduled payments of principal and interest under this Agreement including, but not limited to, principal and interest on the Maturity Date (with each such payment discounted to its present value at postpone the date of prepayment at the rate whichspecified in its prepayment notice on one or more occasions for an aggregate of up to ninety (90) days for all postponements, when compounded monthly, is equivalent to the Prepayment Rate), over and (b) no more than two (2) times during the outstanding principal amount term of the Loan. , Borrower shall have the right (in each case by notice to the Lender shall notify Borrower of the amount and the basis of determination of the required prepayment consideration. not later than five (b5) On the Payment Date that is one month Business Days prior to the Maturity Date, and on each day thereafter through the Maturity Date, Borrower may, at its option, prepay the Debt without payment of any Prepayment Consideration or other penalty or premium; PROVIDED, HOWEVER, if such prepayment is not paid on a regularly scheduled Payment Date, the Debt shall include interest that would have accrued on such prepayment through and including the day immediately preceding the Maturity Date. Borrower's right to prepay any portion of the principal balance of the Loan shall be subject to (i) Borrower's submission of a notice to Lender setting forth the amount to be prepaid and the projected date of prepayment, which date shall be no less than thirty (30) days from the date to revoke its notice of such notice, and (ii) Borrower's actual payment its intention to Lender of the amount to be prepaid as set forth in such notice on the projected date set forth in such notice or any day following such projected date occurring in the same calendar month as such projected dateprepay.

Voluntary Prepayments. (a) Except as otherwise provided hereinin this Section 2.4, Borrower shall not have the right to prepay any portion of the Loan in whole or in part prior to the Permitted Prepayment Release Date. After . (b) On or after the Permitted Prepayment Release Date, Borrower may, provided it has given Lender prior written notice in accordance with shall have the terms of this Agreement, right to prepay the unpaid principal balance of the Loan in whole, but not or in part, by payingprovided that (i) no Event of Default exists; (ii) Borrower gives Lender not less than seven (7) Business Days prior written notice that Borrower intends to prepay (the “Prepayment Notice”); and (iii) Borrower pays Lender, together with in addition to the outstanding principal amount of the Loan to be prepaid, (iA) interest accrued and unpaid on the outstanding principal balance if such prepayment of the Loan being prepaid to and including the date of prepayment, (ii) unless prepayment occurs on a day that is tendered on not a Payment Date, an amount equal to the all amounts of interest that which would have accrued on the amount being prepaid after of the date of prepayment Loan to be paid through and including the next last day of the Interest Period immediately preceding the Payment Date had next occurring following the date of such prepayment of the Loan, or, if such prepayment of the Loan occurs on a Payment Date, all amounts of accrued and unpaid interest through and including the last day of the Interest Period related to such Payment Date; provided, however; if any prepayment is made during the period commencing on the first calendar day immediately following a Payment Date to, but not been made (which amount including, the Determination Date in such calendar month, Borrower shall constitute additional consideration 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 prepaymentnext occurring Interest Period can be determined, Lender shall calculate the actual amount of interest required to be paid by Borrower for such prepayment and (x) if the Interest Shortfall paid to Lender is in excess of the amount required to be paid pursuant to this Section 2.4.1(b), Lender shall promptly return to Borrower such excess amount and (iiiy) if the Interest Shortfall is less than the amount required to be paid pursuant to this Section 2.4.1(b), Borrower shall pay to Lender within three (3) Business Days of notice from Lender, the amount of such deficiency, (B) except with respect to any prepayment that is a Permitted Prepayment Exception, if such prepayment is made on or prior to the Spread Maintenance Premium Termination Date, the Spread Maintenance Premium and (C) all other sums then due and payable under this Agreement, the Note, the Mortgage and the other Loan Documents, and (iv) if prepayment occurs prior to the Payment Date which is one month prior to the Maturity Date, a prepayment consideration (the "PREPAYMENT CONSIDERATION") equal to the greater of (A) one percent (1%) of the outstanding principal balance of the Loan being prepaid or (B) the excess, if any, of (1) the sum of the present values of all then-scheduled payments of principal and interest under this Agreement including, but not limited to, principal all of Lender’s reasonable actual out of pocket costs and interest expenses (including reasonable attorney’s fees and disbursements) incurred by Lender in connection with such prepayment of the Loan, including, without limitation, any Breakage Costs and any actual out of pocket costs and expenses associated with any rescinded or extended Prepayment Notice. Any Prepayment Notice may be rescinded or extended by Borrower upon delivery of written notice to Lender on or prior to the date specified for prepayment in the Prepayment Notice, provided that Borrower shall be responsible for the reasonable actual costs and expenses incurred by Lender in connection with the rescission or extension of such Prepayment Notice, including, without limitation, Breakage Costs. Notwithstanding the foregoing, prior to a Securitization (as defined in the Mortgage Loan Agreement) of the Mortgage Loan, with respect to any prepayment made after the Payment Date and prior to or on the Maturity Date (with each such payment discounted Determination Date, Borrower shall only be required to its present value at pay interest through the date of such prepayment. (c) Notwithstanding the foregoing, Borrower shall be permitted to prepay a portion of the Loan, at any time and from time to time, without any Spread Maintenance Premium or other prepayment at penalty, premium or charge in an amount not to exceed, in the rate whichaggregate, when compounded monthlythe Permitted Prepayment Threshold, provided in the event such payment is equivalent a result of a Permitted Prepayment Exception, the Permitted Prepayment Threshold shall not be applicable (and for the avoidance of doubt, prepayments or repayments relating to a Permitted Prepayment Exception shall not reduce the Permitted Prepayment RateThreshold); provided, over that, (2i) no Event of Default exists; (ii) Borrower gives Lender a Prepayment Notice in the manner specified in Section 2.4.1(b) hereof; and (iii) Borrower pays Lender, in addition to the outstanding principal amount of the Loan. Lender shall notify Borrower Loan to be prepaid, (A) if such prepayment of the Loan occurs on a day that is not a Payment Date, all amounts of interest which would have accrued on the amount and the basis of determination of the required prepayment consideration. (b) On Loan to be paid through and including the last day of the Interest Period immediately preceding the Payment Date that is one month prior to next occurring following the Maturity Datedate of such prepayment of the Loan, and on each day thereafter through the Maturity Date, Borrower may, at its option, prepay the Debt without payment of any Prepayment Consideration or other penalty or premium; PROVIDED, HOWEVERor, if such prepayment is not paid of the Loan occurs on a regularly scheduled Payment Date, the Debt shall include all amounts of accrued and unpaid interest that would have accrued on such prepayment through and including the last day of the Interest Period related to such Payment Date; provided, however, if any prepayment is made during the period commencing on the first calendar day immediately preceding following a Payment Date to, but not including, the Maturity 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 (x) if the Interest Shortfall paid to Lender is in excess of the amount required to be paid pursuant to this Section 2.4.1(c), Lender shall promptly return to Borrower such excess amount and (y) if the Interest Shortfall is less than the amount required to be paid pursuant to this Section 2.4.1(c), Borrower shall pay to Lender within three (3) Business Days of notice from Lender, the amount of such deficiency; and (B) all other sums then due and payable under this Agreement, the Note, and the other Loan Documents, including, but not limited 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 of the Loan, including, without limitation, any Breakage Costs and any actual out of pocket costs and expenses associated with any rescinded or extended Prepayment Notice. Any Prepayment Notice may be rescinded or extended by Borrower upon delivery of written notice to Lender on or prior to the date specified for prepayment in the Prepayment Notice, provided that Borrower shall be responsible for the reasonable actual costs and expenses incurred by Lender in connection with the rescission or extension of such Prepayment Notice, including, without limitation, Breakage Costs. Notwithstanding the foregoing, prior to a Securitization (as defined in the Mortgage Loan Agreement) of the Mortgage Loan, with respect to any prepayment made after the Payment Date and prior to or on the Determination Date, Borrower shall only be required to pay interest through the date of such prepayment. (d) Concurrently with any voluntary prepayment made pursuant to this Section 2.4.1, (I) Mortgage Borrower shall make a prepayment of the Mortgage Loan in an amount determined by multiplying the outstanding principal balance of the Mortgage Loan by a fraction in which the portion of this Loan prepaid pursuant to this Section 2.4.1 is the numerator and the outstanding principal balance of this Loan prior to such prepayment is the denominator and (II) Mezzanine B Borrower shall make a prepayment of the Mezzanine B Loan in an amount determined by multiplying the outstanding principal balance of the Mezzanine B Loan by a fraction in which the portion of this Loan prepaid pursuant to this Section 2.4.1 is the numerator and the outstanding principal balance of this Loan prior to such prepayment is the denominator. Notwithstanding the foregoing, except with respect to any prepayment of the Mortgage Loan and Mezzanine B Loan required to be made solely in accordance with Sections 2.4.2, 2.4.3 or 2.5 of this Agreement, provided no Event of Default shall then exist, on or after the Prepayment Release Date (but subject to Borrower's ’s right to make prepayments up to the Permitted Prepayment Threshold pursuant to, and in accordance with, Section 2.4.1(c) hereof and subject to Mezzanine B Borrower’s right to make prepayments up to the Permitted Prepayment Threshold (as defined in the Mezzanine B Loan Agreement) pursuant to, and in accordance with, Section 2.4.1(c) of the Mezzanine B Loan Agreement) Borrower or Mezzanine B Borrower (each, a “Prepaying Mezzanine Borrower”) may at its sole discretion, subject to the terms and conditions of the Loan Documents or the Mezzanine B Loan Documents, respectively (other than any requirement to make a simultaneous prepayment of the Mortgage Loan, but for the avoidance of doubt, subject to any Permitted Prepayment Threshold or Spread Maintenance Premium payment requirements contained herein), voluntarily prepay all or any portion of the Loan or the Mezzanine B Loan, respectively (the “Prepaid Mezzanine Loan”) without a prepayment of the Mortgage Loan, provided that concurrently with such voluntary prepayment of the Prepaid Mezzanine Loan, each other Mezzanine Borrower shall make a prepayment of their related Mezzanine Loan in an amount determined by multiplying the outstanding principal balance of each such Mezzanine Loan by a fraction (1) the numerator of which is the portion of the Prepaid Mezzanine Loan being prepaid pursuant to the applicable Mezzanine Loan Documents and (2) the denominator of which is the outstanding principal balance of the Loan shall be subject to (i) Borrower's submission of a notice to Lender setting forth the amount to be prepaid and the projected date of prepayment, which date shall be no less than thirty (30) days from the date of such notice, and (ii) Borrower's actual payment to Lender of the amount to be prepaid as set forth in such notice on the projected date set forth in such notice or any day following such projected date occurring in the same calendar month as such projected datePrepaid Mezzanine Loan.

Voluntary Prepayments. (a) Except as otherwise provided hereinOn any Business Day, Borrower shall not have the right to may, at its option, prepay the Loan in whole or in part prior to part, upon satisfaction of the Permitted Prepayment Date. After the Permitted Prepayment Date, following conditions: (a) Borrower may, provided it has given Lender shall provide prior written notice in accordance with to Lender specifying the terms of this Agreement, prepay Payment Date (the unpaid principal balance of “Prepayment Date”) upon which the Loan in whole, but not in part, by paying, together with the amount prepayment is to be prepaidmade, which notice shall be delivered to Lender not less than five (5) Business Days prior to such Prepayment Date; and (b) Borrower shall pay to Lender, simultaneously with such prepayment, (i) interest all accrued and unpaid interest calculated at the Applicable Interest Rate on the outstanding amount of principal balance of the Loan being prepaid to through and including the date of prepayment, (ii) unless prepayment is tendered on a Payment Date, Prepayment Date together with an amount equal to the interest that would have accrued at the Applicable Interest Rate on the amount of principal being prepaid after through the end of the Interest Period in which such prepayment occurs, notwithstanding that such Interest Period extends beyond the date of prepayment through prepayment; (ii) Breakage Costs, if any, without duplication of any sums paid pursuant to the preceding clause (i); and including the next Payment Date had the prepayment not been made (which amount shall constitute additional consideration for the prepayment), (iii) all other sums then due under this Agreement, the Note, the Mortgage and Note or the other Loan Documents. If a notice of prepayment is given by Borrower to Lender pursuant to this Section 2.3.1, the amount designated for prepayment and (iv) if prepayment occurs prior to the Payment Date which is one month prior to the Maturity Date, a prepayment consideration (the "PREPAYMENT CONSIDERATION") equal to the greater of (A) one percent (1%) of the outstanding principal balance of the Loan being prepaid or (B) the excess, if any, of (1) the sum of the present values of all then-scheduled payments of principal and interest other sums required under this Agreement including, but not limited to, principal Section 2.3.1 shall be due and interest payable on the Maturity Prepayment Date (with each unless Borrower revokes such payment discounted to its present value at the date of prepayment at the rate which, when compounded monthly, is equivalent to the Prepayment Rate), over notice in writing on or before two (2) the outstanding principal amount of the Loan. Lender shall notify Borrower of the amount and the basis of determination of the required prepayment consideration. (b) On the Payment Date that is one month Business Days prior to such Prepayment Date. In the Maturity Date, and on each day thereafter through the Maturity Dateevent of such revocation, Borrower may, at its option, prepay the Debt without payment of any Prepayment Consideration or other penalty or premium; PROVIDED, HOWEVER, if such prepayment is not paid on a regularly scheduled Payment Date, the Debt shall include interest that would have accrued on such prepayment through and including the day immediately preceding the Maturity Date. Borrower's right to prepay any portion of the principal balance of the Loan shall be subject to (i) Borrower's submission of a notice promptly pay to Lender setting forth all reasonable out-of-pocket expenses incurred by Lender in connection with the amount to be prepaid and the projected date of cancelled prepayment, which date shall be no less than thirty (30) days from the date of such notice, and (ii) Borrower's actual payment to Lender of the amount to be prepaid as set forth in such notice on the projected date set forth in such notice or any day following such projected date occurring in the same calendar month as such projected date.

Voluntary Prepayments. (a) Except as otherwise provided herein, Borrower shall not have the right to may prepay the Loan in whole or in part prior to the Permitted Prepayment Date. After the Permitted Prepayment Date, Borrower maypart, provided it has given that (i) no Event of Default shall have occurred and be continuing; (ii) Borrower gives Lender not less than ten (10) Business Days prior written notice in accordance with of the terms of this Agreement, prepay the unpaid principal balance amount of the Loan that Borrower intends to prepay; and (iii) Borrower pays Lender, in whole, but not in part, by paying, together with addition to the outstanding principal amount of the Loan to be prepaid, (iA) all interest accrued and unpaid on the outstanding principal balance of the Loan being prepaid to and including the date of prepayment, (ii) unless prepayment is tendered on a Payment Date, an amount equal to the interest that which would have accrued on the amount being prepaid after of the date of prepayment Loan to be paid through and including the next last day of the Interest Period immediately preceding the Payment Date had next occurring following the date of such prepayment, or, if such prepayment not been made occurs on a Payment Date, through and including the last day of the Interest Period immediately preceding such Payment Date; (which amount shall constitute additional consideration for the prepayment), (iiiB) all other sums then due and payable under this Agreement, the Note, the Mortgage and the other Loan Documents, and (iv) if prepayment occurs prior to the Payment Date which is one month prior to the Maturity Date, a prepayment consideration (the "PREPAYMENT CONSIDERATION") equal to the greater of (A) one percent (1%) of the outstanding principal balance of the Loan being prepaid or (B) the excess, if any, of (1) the sum of the present values of all then-scheduled payments of principal and interest under this Agreement including, but not limited to, principal the Breakage Costs (if any and interest on the Maturity Date 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 each such payment discounted to its present value at the date of prepayment at the rate which, when compounded monthly, is equivalent to the Prepayment Rate), over prepayment; and (2C) the outstanding principal amount of the Loan. Lender shall notify Borrower of the amount and the basis of determination of the required prepayment consideration. (b) On the Payment Date that is one month prior to the Maturity Date, and on each day thereafter through the Maturity Date, Borrower may, at its option, prepay the Debt without payment of any Prepayment Consideration or other penalty or premium; PROVIDED, HOWEVER, if such prepayment is not paid made on a regularly scheduled Payment or prior to the Prepayment Release Date, the Debt Prepayment Spread Maintenance Payment (except as otherwise provided in Section 2.4.2 hereof). If a notice of prepayment is given by 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 include be due and payable on the proposed prepayment date; provided, however, Borrower shall have the right to postpone such prepayment upon written notice to Lender on the date immediately prior to the date such prepayment is due so long as Borrower pays Lender and/or Servicer all costs and expenses incurred by Lender or Servicer in connection with such 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 and including the day immediately preceding the Maturity Date. Borrower's right to prepay any portion end of the principal balance of the Loan Interest Period in which such prepayment occurs shall be subject calculated based on an interest rate (the “Assumed Note Rate”) equal to the sum of (i) Borrower's submission of a notice LIBOR for the Interest Period prior to Lender setting forth the amount to be prepaid and the projected date of prepaymentInterest Period in which such prepayment occurs, which date shall be no less than thirty (30) days from the date of such notice, and 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's , 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 payment Applicable Interest Rate. Alternatively, in the event that it is determined that the actual Applicable Interest Rate applicable to Lender 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 other 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 be prepaid as set forth the difference between the interest paid by Borrower for the Interest Period in which such notice prepayment occurs on the projected date set forth in such notice or any day following such projected date occurring in prepaid amount calculated at the same calendar month as such projected dateAssumed Note Rate and the amount of interest for said Interest Period calculated at the actual Applicable Interest Rate.

Voluntary Prepayments. (a) Except as otherwise provided herein, Borrower shall not have the right to The Debtor may prepay the Loan in whole either totally or in part prior to partially, at any time from the Permitted Prepayment Date. After the Permitted Prepayment Date, Borrower may, provided it has given Lender prior written notice in accordance with the terms execution date of this Agreement, prepay provided that: (A) The principal amount voluntarily prepaid is (i) for an amount equal to or in excess of US$ 20,000,000 or (ii) for the unpaid total principal balance of the Loan in whole, but not in part, by paying, together with outstanding to be paid to the Creditor; (B) The Debtor gives notice to the Creditor of its intention to make a voluntary prepayment and of the principal amount to be prepaidprepaid at least within 3 Banking Business Days in advance to the prepayment date. This Debtor’s notice shall be irrevocable and the breach thereof shall be considered as a breach of any payment obligation under this Agreement; and (C) Should the prepayment be made on a date other than an Interest Payment Date (as such term is defined in Section 3.4), (i) the Debtor shall pay the Creditor, in addition to the interest accrued and unpaid until such date on the outstanding principal balance prepaid amount, as an additional cost or set-off for such prepayment, an amount, to be hereinafter referred to as the “Break Up Cost” equal to the positive difference between: (a) any interest amount (excluding the Applicable Margin) that the Creditor should have received regarding the period between the date of payment of all or part of the Loan being and the last day of the Interest Period (as such term is defined in Section 3.4) then in progress, if the prepaid principal amount has been paid on the last day of the Interest Period; and (b) any interest amount that the Creditor would have been able to and including the date of prepayment, (ii) unless prepayment is tendered on obtain by making a Payment Date, deposit in an amount equal to the interest that would have accrued principal amount received by the Creditor at the respective LIBO for the period beginning on the amount being prepaid after prepayment date and ending on the last date of prepayment through and including the next Payment Date had Interest Period in force on the prepayment not been made (which date. The Creditor shall, as soon as reasonably possible, from the total or partial prepayment date, submit a certificate confirming the amount of the Break Up Cost. The Debtor shall constitute additional consideration for pay the prepayment), (iii) all other sums then due under this Agreement, Break Up Cost within a term of 2 Banking Business Days from the Note, receipt date of the Mortgage and the other Loan Documents, and (iv) if prepayment occurs prior certificate. The prepaid amounts shall be charged to the Payment Date which is one month prior payment of fees, commissions and interest and then to the Maturity Date, a prepayment consideration (the "PREPAYMENT CONSIDERATION") equal to the greater of (A) one percent (1%) of the outstanding principal balance of the Loan being prepaid or (B) the excess, if any, of (1) the sum of the present values of all then-scheduled payments of principal and interest under this Agreement including, but not limited to, principal and interest on the Maturity Date (with each such payment discounted to its present value at the date of prepayment at the rate which, when compounded monthly, is equivalent to the Prepayment Rate), over (2) the outstanding principal amount of the Loan. Lender shall notify Borrower of the amount and the basis of determination of the required prepayment consideration. (b) On the Payment Date This credit facility is not revolving so that is one month prior to the Maturity Date, and on each day thereafter through the Maturity Date, Borrower may, at its option, prepay the Debt without any payment made by Debtor of any Prepayment Consideration or other penalty or premium; PROVIDED, HOWEVER, if such prepayment is amounts owed under this Agreement shall not paid on a regularly scheduled Payment Date, the Debt shall include interest that would have accrued on such prepayment through and including the day immediately preceding the Maturity Date. Borrower's right entitle Debtor to prepay any portion of the principal balance of the Loan shall be subject to (i) Borrower's submission of a notice to Lender setting forth the amount to be prepaid and the projected date of prepayment, which date shall be no less than thirty (30) days from the date of such notice, and (ii) Borrower's actual payment to Lender of the amount to be prepaid as set forth in such notice on the projected date set forth in such notice or any day following such projected date occurring in the same calendar month as such projected datenew draw-downs.

Voluntary Prepayments. (a) 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. After On or after the Permitted Prepayment Date, Borrower may, provided it has given Lender prior written notice in accordance with the terms of this Agreement, prepay the unpaid principal balance of the Loan in whole, but not in in. part, by paying, together with the amount to be prepaid, (i) interest accrued and unpaid on the outstanding principal balance of the Loan being prepaid to and including the date of prepayment, (ii) unless prepayment is tendered on a Payment Date, an amount equal to the interest that would have accrued on the amount being prepaid after the date of prepayment through and including the next Payment Date had the prepayment not been made (which amount shall constitute additional consideration for the prepayment), (iii) all other sums then due under this Agreement, the Note, the Mortgage and the other Loan Documents, and (iv) if prepayment occurs prior to the Payment Date which is one month prior to the Maturity Date, a prepayment consideration (the "PREPAYMENT CONSIDERATION"“Prepayment Consideration”) equal to the greater of (A) one percent (1%) of the outstanding principal balance of the Loan being prepaid or (B) the excess, if any, of (1) the sum of the present values of all then-scheduled payments of principal and interest under this Agreement including, but not limited to, principal and interest on the Maturity Date (with each such payment discounted to its present value at the date of prepayment at the rate which, when compounded monthly, is equivalent to the Prepayment Rate), over (2) the outstanding principal amount of the Loan. , Lender shall notify Borrower of the amount and the basis of determination of the required prepayment consideration. (b) On the Payment Date that is one month prior to the Maturity Date, and on each day thereafter through the Maturity Date, Borrower may, at its option, prepay the Debt without payment of any Prepayment Consideration or other penalty or premium; PROVIDEDprovided, HOWEVERhowever, if such prepayment is not paid on a regularly scheduled Payment Date, the Debt shall include interest that would have accrued on such prepayment through and including the day immediately preceding the Maturity Date. , Borrower's ’s right to prepay any portion of the principal balance of the Loan shall be subject to (i) Borrower's ’s submission of a notice to Lender setting forth the amount to be prepaid and the projected date of prepayment, which date shall be no less than thirty (30) days from the date of such notice, and (ii) Borrower's ’s actual payment to Lender of the amount to be prepaid as set forth in such notice on the projected date set forth in such notice or any day following such projected date occurring in the same calendar month as such projected date.

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 (a10) Except days prior written notice to Lender (or such shorter period as otherwise provided hereinmay be permitted by Lender), Borrower shall not have the right to prepay the Loan Debt in whole or in part prior to the Permitted Prepayment Date. After the Permitted Prepayment Date, Borrower may, provided it has given Lender prior written notice in accordance with the terms of this Agreement, prepay the unpaid principal balance of the Loan in wholepart, but not in part, by paying, together with the amount to no event shall any partial prepayment be prepaid, (i) interest accrued and unpaid on the outstanding principal balance of the Loan being prepaid to and including the date of prepayment, (ii) unless less than $5,000,000.00; provided that any prepayment is tendered accompanied by (a) if such prepayment occurs on a date other than a Payment Date, an amount equal to the all interest that which would have accrued on the amount being prepaid after of the date 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 next last day of the Interest Period immediately prior to the applicable Payment Date had Date; (b) if such prepayment occurs prior to the prepayment not been made Spread Maintenance Release Date, the Spread Maintenance Premium due with respect to the amount prepaid, if any; and (which amount shall constitute additional consideration for the prepayment), (iiic) all other sums then due and payable under this Agreement, the Note, the Mortgage and the other Loan Documents, and (iv) if prepayment occurs prior to the Payment Date which is one month prior to the Maturity Date, a prepayment consideration (the "PREPAYMENT CONSIDERATION") equal to the greater of (A) one percent (1%) of the outstanding principal balance of the Loan being prepaid or (B) the excess, if any, of (1) the sum of the present values of all then-scheduled payments of principal and interest under this Agreement including, but not limited to, principal the Breakage Costs, if any, the applicable Prepayment Fee, if any, the Exit Fee (or the applicable portion thereof), if applicable, and interest on 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 Maturity Date (with each such payment discounted to its present value proviso at the date end of this sentence, any other prepayment at premium or fee shall be due in connection with any prepayment of the rate whichLoan (i) made after the Spread Maintenance Release Date, when compounded monthlyor (ii) made from the proceeds of any Minimum Mandatory Prepayment (or any partial payment on account thereof), is equivalent 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 Rate)Fee Release Date. If a notice of prepayment is given by Borrowers to Lender pursuant to this Section 2.4.1, over 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) the outstanding principal amount of the Loan. Lender shall notify Borrower of the amount and the basis of determination of the required prepayment consideration. (b) On the Payment Date that is one month Business Days prior to the Maturity Date, and on each day thereafter through the Maturity Date, Borrower may, at its option, prepay the Debt without payment of any Prepayment Consideration or other penalty or premium; PROVIDED, HOWEVER, if date such prepayment is not paid on a regularly scheduled Payment Date, the Debt shall include interest that would have accrued on due so long as Borrowers pay Lender and/or Servicer all actual out-of-pocket third party costs and expenses incurred by Lender or Servicer in connection with such prepayment through and including the day immediately preceding the Maturity Date. Borrower's right to prepay any portion of the principal balance of the Loan shall be subject to (i) Borrower's submission of a notice to Lender setting forth the amount to be prepaid and the projected date of prepayment, which date shall be no less than thirty (30) days from the date of such notice, and (ii) Borrower's actual payment to Lender of the amount to be prepaid as set forth in such notice on the projected date set forth in such notice postponement or any day following such projected date occurring in the same calendar month as such projected daterevocation.

Voluntary Prepayments. (a) 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 Dateexpiration of the Lockout Period. After On any Payment Date occurring after the Permitted Prepayment Dateexpiration of the Lockout Period, Borrower may, provided it has given Lender at its option, prepay the Loan in whole or in part, upon satisfaction of the following conditions: (a) Borrower shall provide prior written notice in accordance with to Lender specifying the terms of this Agreement, prepay date (the unpaid principal balance of "Prepayment Date") upon which the Loan in whole, but not in part, by paying, together with the amount prepayment is to be prepaidmade, which notice shall be delivered to Lender not less than ten (10) Business Days prior to such payment. (b) Borrower shall pay to Lender, simultaneously with such prepayment, (i) interest accrued and unpaid on if the outstanding principal balance of the Loan being prepaid to and including the date of prepayment, (ii) unless prepayment Prepayment Date is tendered on not a Payment Date, (A) all accrued and unpaid interest calculated at the Applicable Interest Rate on the amount of principal being prepaid through and including the Prepayment Date together with an amount equal to the interest that would have accrued at the Applicable Interest Rate on the amount of principal being prepaid after through the date end of the Interest Period in which such prepayment through and including occurs, notwithstanding that such Interest Period extends beyond the next Payment Date had the prepayment not been made (which amount shall constitute additional consideration for the prepayment)Prepayment Date, (iiiB) all other sums then due under this Agreement, the Note, the Mortgage and the other Loan Documents, and (iv) if prepayment occurs prior in addition to the Payment Date which is one month prior to the Maturity Date, a prepayment consideration (the "PREPAYMENT CONSIDERATION") equal to the greater of payments required in clause (A) one percent (1%) of the outstanding principal balance of the Loan being prepaid or (B) the excess, if any, of (1) the sum of the present values of all then-scheduled payments of principal and interest under this Agreement including, but not limited to, principal and interest on the Maturity Date (with each such payment discounted to its present value at the date of prepayment at the rate which, when compounded monthly, is equivalent to the Prepayment Rate), over (2) the outstanding principal amount of the Loan. Lender shall notify Borrower of the amount and the basis of determination of the required prepayment consideration. (b) On the Payment Date that is one month prior to the Maturity Date, and on each day thereafter through the Maturity Date, Borrower may, at its option, prepay the Debt without payment of any Prepayment Consideration or other penalty or premium; PROVIDED, HOWEVERabove, if such prepayment is not paid on made during the period from and including the first day after a regularly scheduled Payment Date, the Debt shall include interest that would have accrued on such prepayment Date through and including the last day immediately preceding the Maturity Date. Borrower's right to prepay any portion of the Interest Period in which such Payment Date occurs, all interest on the principal balance amount being prepaid which would have accrued from the first day of the Loan shall be subject to Interest Period immediately following the Interest Period in which the prepayment occurs (ithe "Succeeding Interest Period") Borrower's submission through and including the end of a notice to Lender setting forth the amount to be prepaid and Succeeding Interest Period, calculated at the projected date of prepayment, which date shall be no less than thirty Applicable Interest Rate if such prepayment occurs on or after the Libor Determination Date for the Succeeding Interest Period (30the "Interest Shortfall") days from the date of such notice, and (ii) Borrower's actual payment all Breakage Costs, if any, and without duplication of sums paid pursuant to Lender clause (i) with respect to such prepayment. (c) each prepayment shall be in an aggregate principal amount of $1,000,000.00 or any integral multiple of $100,000.00 in excess thereof; (d) Mezzanine Borrower shall have simultaneously with such prepayment made a pro rata prepayment of the amount to be prepaid as set forth in such notice on the projected date set forth in such notice or any day following such projected date occurring in the same calendar month as such projected dateMezzanine Loan.

Voluntary Prepayments. (a) 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. After On or after the Permitted Prepayment Date, Borrower may, provided it has given Lender prior written notice in accordance with the terms of this Agreement, prepay the unpaid principal balance of the Loan in whole, but not in part, by paying, together with the amount to be prepaid, (i) interest accrued and unpaid on the outstanding principal balance of the Loan being prepaid to and including the date of prepayment, (ii) unless prepayment is tendered on a Payment Date, an amount equal to the interest that would have accrued on the amount being prepaid after the date of prepayment through and including the next Payment Date had the prepayment not been made (which amount shall constitute additional consideration for the prepayment), (iii) all other sums then due under this Agreement, the Note, the Mortgage and the other Loan Documents, and (iv) if prepayment occurs prior to the Anticipated Repayment Payment Date which is one month three months prior to the Maturity Date, a prepayment consideration (the "PREPAYMENT CONSIDERATION"“Prepayment Consideration”) equal to the greater of (A) one percent (1%) of the outstanding principal balance of the Loan being prepaid or (B) the excess, if any, of (1) the sum of the present values of all then-scheduled payments of principal and interest under this Agreement including, but not limited to, principal and interest on the Anticipated Repayment Maturity Date (with each such payment discounted to its present value at the date of prepayment at the rate which, when compounded monthly, is equivalent to the Prepayment Rate), over (2) the outstanding principal amount of the Loan. Lender shall notify Borrower of the amount and the basis of determination of the required prepayment consideration. (b) On the Payment Date that is one month three (3) months prior to the Maturity Anticipated Repayment Date, and on each day thereafter through the Maturity Date, Borrower may, at its option, prepay the Debt Debt, in whole or in part (including a Hyper-Am Prepayment), without payment of any Prepayment Consideration or other penalty or premiumConsideration; PROVIDEDprovided, HOWEVERhowever, if such prepayment (other than a Hyper-Am Prepayment) is not paid on a regularly scheduled Payment Date, the Debt such prepayment shall include interest that would have accrued on such prepayment through and including the day immediately preceding the Maturity next Payment Date. Except in connection with a Hyper-Am Prepayment, Borrower's ’s right to prepay any portion of the principal balance of the Loan shall be subject to (i) Borrower's ’s submission of a notice to Lender setting forth the amount to be prepaid and the projected date of prepayment, which date shall be no less than thirty (30) days from the date of such notice, and (ii) Borrower's ’s actual payment to Lender of the amount to be prepaid as set forth in such notice on the projected date set forth in such notice or any day following such projected date occurring in the same calendar month as such projected date.

Voluntary Prepayments. (a) Except as otherwise provided hereinin this Section 2.4, Borrower shall not have the right to prepay any portion of the Loan in whole or in part prior to the Permitted Prepayment Release Date. After . (b) Subject to Section 2.4.4 hereof, after the Permitted applicable Prepayment DateRelease Date with respect to each Component, Borrower may, provided it has given Lender prior written notice in accordance with the terms of this Agreement, may prepay the unpaid principal balance of the Loan in whole, but not or in part, by payingprovided that (i) no Event of Default exists; (ii) Borrower gives Lender not less than seven (7) Business Days prior written notice that Borrower intends to prepay all or a portion of the Loan, together with and the amount of the Loan that Borrower intends to prepay (the “Prepayment Notice”); and (iii) Borrower pays Lender, in addition to the outstanding principal amount of the Loan to be prepaid, : (iA) interest accrued and unpaid on the outstanding principal balance if such prepayment of the Loan being prepaid to and including the date of prepayment, (ii) unless prepayment occurs on a day that is tendered on not a Payment Date, an amount equal to the all amounts of interest that which would have accrued on the amount being of the Loan to be prepaid after the date of prepayment through and including the next last day of the Interest Period related to the Payment Date had next occurring following the date of such prepayment not been of the Loan, or, if such prepayment of the Loan occurs on a Payment Date, all amounts of accrued and unpaid interest through and including the last day of the Interest Period related to such Payment Date; (B) with respect to Component A, if such prepayment is made on or prior to the eighteenth (which amount shall constitute additional consideration for 18th) Payment Date after the prepayment)Prepayment Start Date, the Prepayment Premium; (iiiC) with respect to Component B, if such prepayment is made on or prior to the twenty-fourth (24th) Payment Date after the Prepayment Start Date, the applicable Yield Maintenance Premium; (D) with respect to Component C, if such prepayment is made on or prior to the thirty-sixth (36th) Payment Date after the Prepayment Start Date, the applicable Yield Maintenance Premium and (E) all other sums then due and payable under this Agreement, the Note, the Mortgage and the other Loan Documents, and (iv) if prepayment occurs prior to the Payment Date which is one month prior to the Maturity Date, a prepayment consideration (the "PREPAYMENT CONSIDERATION") equal to the greater of (A) one percent (1%) of the outstanding principal balance of the Loan being prepaid or (B) the excess, if any, of (1) the sum of the present values of all then-scheduled payments of principal and interest under this Agreement including, but not limited to, principal all of Lender’s reasonable costs and interest expenses (including reasonable attorney’s fees and disbursements) incurred by Lender in connection with such prepayment of the Loan, including, without limitation, any Breakage Costs and costs and expenses associated with any revoked Prepayment Notice. Any Prepayment Notice may be rescinded by Borrower upon delivery of written notice to Lender on or prior to the Maturity Date date specified for prepayment in the Prepayment Notice, provided that Borrower shall be responsible for the reasonable costs and expenses incurred by Lender in connection with the rescission of such Prepayment Notice. (c) Notwithstanding the foregoing, but subject to Section 2.4.4 hereof, Borrower shall be permitted to prepay a portion of each Component as follows without any Yield Maintenance Premium, any Prepayment Premium or other prepayment penalty, premium or charge: (i) with respect to Component A, an amount not to exceed the Component A Free Prepayment Amount, (ii) with respect to Component B, an amount not to exceed the Component B Free Prepayment Amount and; (iii) with respect to Component C, an amount not to exceed the Component C Free Prepayment Amount. Borrower acknowledges and agrees that in no event shall the aggregate Free Prepayment Amount exceed Three Hundred Sixty Seven Million Five Hundred Thousand and No/100 Dollars ($367,500,000.00), in each such payment discounted to its present value at case provided (i) there is no Event of Default continuing as of the date of prepayment at the rate whichapplicable prepayment, when compounded monthly(ii) Borrower provides a Prepayment Notice to Lender in the manner specified in Section 2.4.1(b) and (iii) Borrower pays Lender, is equivalent in addition to the Prepayment Rate), over (2) the outstanding principal amount of the Loan. Lender shall notify Borrower of the amount and the basis of determination of the required prepayment consideration. (b) On the Payment Date that is one month prior Component to the Maturity Date, and on each day thereafter through the Maturity Date, Borrower may, at its option, prepay the Debt without payment of any Prepayment Consideration or other penalty or premium; PROVIDED, HOWEVERbe prepaid, if such prepayment occurs on a day that is not paid on a regularly scheduled Payment Date, the Debt shall include all amounts of interest that which would have accrued on such prepayment the amount of the Component to be prepaid through and including the last day immediately preceding the Maturity Date. Borrower's right to prepay any portion of the principal balance of Interest Period related to the Loan shall be subject to (i) Borrower's submission of a notice to Lender setting forth the amount to be prepaid and the projected date of prepayment, which date shall be no less than thirty (30) days from Payment Date next occurring following the date of such noticeprepayment, or, if such prepayment of the Loan occurs on a Payment Date, all amounts of accrued and unpaid interest through and including the last day of the Interest Period related to such Payment Date; and all other sums then due and payable under this Agreement, the Note, and the other Loan Documents, including, but not limited to, all of Lender’s reasonable costs and expenses (iiincluding reasonable attorney’s fees and disbursements) Borrower's actual payment incurred by Lender in connection with such prepayment, including, without limitation, any Breakage Costs and costs and expenses associated with any revoked Prepayment Notice. (d) Each Mezzanine Borrower shall be permitted to Lender make voluntary prepayments in respect of its applicable Mezzanine Loan in accordance with the applicable Mezzanine Loan Documents without any obligation on Borrower to make a corresponding prepayment of the amount Loan; provided, however, that the provisions of this Section 2.4.1(d) shall not be construed to be prepaid as contravene in any manner the restrictions and other provisions regarding releases, Transfers, Sales or Pledges set forth in such notice on this Agreement and the projected date set forth in such notice or any day following such projected date occurring in the same calendar month as such projected dateother Loan Documents.

Voluntary Prepayments. (a) Except as otherwise provided herein, Borrower shall not have the right to prepay the Loan in whole or in part prior to part. At any time during the Permitted Prepayment Date. After the Permitted Prepayment Date, Borrower may, provided it has given Lender prior written notice in accordance with the terms of this Agreement, prepay the unpaid principal balance of the Loan in whole, but not in part, by paying, together with the amount to be prepaid, (i) interest accrued and unpaid on the outstanding principal balance of the Loan being prepaid to and including the date of prepayment, (ii) unless prepayment is tendered on a Payment Date, an amount equal to the interest that would have accrued on the amount being prepaid after the date of prepayment through and including the next Payment Date had the prepayment not been made (which amount shall constitute additional consideration for the prepayment), (iii) all other sums then due under this Agreement, the Note, the Mortgage and the other Loan Documents, and (iv) if prepayment occurs prior to the Payment Date which is one month prior to the Maturity Date, a prepayment consideration (the "PREPAYMENT CONSIDERATION") equal to the greater of (A) one percent (1%) of the outstanding principal balance of the Loan being prepaid or (B) the excess, if any, of (1) the sum of the present values of all then-scheduled payments of principal and interest under this Agreement including, but not limited to, principal and interest on the Maturity Date (with each such payment discounted to its present value at the date of prepayment at the rate which, when compounded monthly, is equivalent to the Prepayment Rate), over (2) the outstanding principal amount term of the Loan. Lender shall notify Borrower of the amount and the basis of determination of the required prepayment consideration. (b) On the Payment Date that is one month prior to the Maturity Date, and on each day thereafter through the Maturity Date, Borrower may, at its option, provided no Event of Default has occurred and is then continuing, prepay the Debt without payment in whole but not in part, provided the following conditions are met: (a) Borrower shall provide prior written notice to Agent specifying the date upon which the prepayment is to be made (the “Prepayment Date”), which notice shall be delivered to Agent not less than fifteen (15) Business Days prior to such Prepayment Date (or such shorter period of time as may be permitted by Agent in its sole discretion) and which notice may be revoked upon no less than two (2) Business Days’ prior notice; provided, that Borrower shall reimburse Agent for all out-of-pocket costs and expenses reasonably incurred by Agent or Lenders in connection with such revocation, including any Prepayment Consideration or other penalty or premium; PROVIDED, HOWEVER, if Breakage Costs; (b) Borrower shall pay to Agent simultaneously with such prepayment is not paid the Spread Maintenance Premium (if any, it being agreed that no Spread Maintenance Premium shall be due in connection with any prepayment made on a regularly scheduled Payment or after the Prepayment Release Date, the Debt shall include interest that would have accrued on ); (c) in connection with such prepayment through and including Borrower shall pay to Agent, for the day immediately preceding the Maturity Date. Borrower's right to prepay any portion ratable benefit of each Lender, simultaneously with such prepayment, all interest on the principal balance of the Loan then being prepaid which would have accrued through and including the last day of the Interest Period during which such Prepayment Date occurs notwithstanding that such Interest Period extends beyond the Prepayment Date, or, if such prepayment occurs on a Monthly Payment Date, through and including the last day of the Interest Period that ends immediately prior to such Monthly Payment Date (such amounts, “Short Interest”), together with any Breakage Costs and all of Agent’s and Lender’s costs and expenses (including reasonable attorney’s fees and disbursements) incurred by Agent and Lenders in connection with such prepayment. (d) Notwithstanding anything to the contrary contained herein, Borrower shall have the right, at its election in its sole discretion, to prepay a portion of the Loan by the amount necessary such that the applicable Debt Yield threshold is satisfied (x) in order to achieve the Debt Yield threshold required to terminate a Cash Sweep Event Period, or (y) if the Debt Yield threshold is not met in connection with the exercise of an extension option under Section 2.3.3, provided, in the case of either of the foregoing (x) or (y), (A) no Spread Maintenance Premium shall be due in connection with any such prepayment of the Loan and (B) such prepayment shall be subject to (i) Borrower's submission the other applicable terms and provisions of a notice to Lender setting forth the amount to be prepaid and the projected date of prepayment, which date shall be no less than thirty (30) days from the date of such notice, and (ii) Borrower's actual payment to Lender of the amount to be prepaid as set forth in such notice on the projected date set forth in such notice or any day following such projected date occurring in the same calendar month as such projected datethis Section 2.4.1.

Voluntary Prepayments. (a) Except as otherwise expressly provided hereinin this Section 2.4, Borrower shall not have the right to prepay the Loan in whole or in part prior to the Permitted Prepayment Date. After the Permitted Prepayment Date, Borrower may, provided it has given Lender prior written notice in accordance with the terms of this Agreement, prepay the unpaid principal balance of the Loan in whole, but not in part, by paying, together with the amount to be prepaid, (i) interest accrued and unpaid on the outstanding principal balance of the Loan being prepaid to and including the date of prepayment, (ii) unless prepayment is tendered on a Payment Date, an amount equal to the interest that would have accrued on the amount being prepaid after the date of prepayment through and including the next Payment Date had the prepayment not been made (which amount shall constitute additional consideration for the prepayment), (iii) all other sums then due under this Agreement, the Note, the Mortgage and the other Loan Documents, and (iv) if prepayment occurs prior to the Payment Date which is one month prior to the Maturity Date, a prepayment consideration (the "PREPAYMENT CONSIDERATION") equal to the greater of (A) one percent (1%) of the outstanding principal balance of the Loan being prepaid or (B) the excess, if any, of (1) the sum of the present values of all then-scheduled payments of principal and interest under this Agreement including, but not limited to, principal and interest on the Maturity Date (with each such payment discounted to its present value at the date of prepayment at the rate which, when compounded monthly, is equivalent to the Prepayment Rate), over (2) the outstanding principal amount of the Loan. Lender shall notify Borrower of the amount and the basis of determination of the required prepayment consideration. (b) On any Business Day after the Payment Permitted Prepayment Date that is one month prior to the Maturity Date, and on each day thereafter through the Maturity Date, Borrower may, at its option, prepay the Debt without payment of any Prepayment Consideration or other penalty or premium; PROVIDEDin full (but not in part), HOWEVER, if such prepayment is not paid on a regularly scheduled Payment Date, the Debt shall include interest provided that would have accrued on such prepayment through and including the day immediately preceding the Maturity Date. Borrower's right to prepay any portion of the principal balance of the Loan shall be subject to (i) Borrower's submission of Borrower submits a notice to Lender setting forth the amount to be prepaid and the projected date of prepayment, which date shall be no less than thirty (30) days from the date of such notice, and (ii) Borrower's actual payment Borrower pays to Lender (A) the unpaid principal amount of the amount to be prepaid as set forth in such notice Note, (B) all interest accrued and unpaid on the projected principal balance of the Note to and including the date set of prepayment, (C) all other sums due under the Note, this Agreement and the other Loan Documents, (D) if such prepayment occurs prior to the Permitted Par Prepayment Date, the Yield Maintenance Premium, and (E) if such prepayment is not paid on a regularly scheduled Payment Date (or, if such day is not a Business Day, the immediately preceding Business Day), interest for the full Accrual Period during which the prepayment occurs. (c) Provided no Default or Event of Default has occurred and is continuing, on any Business Day on or before October 1, 2011 (such date, the “Permitted Paydown Date”), Borrower has a one-time right to prepay a portion of the Debt (such amount, the “Permitted Paydown Amount”), without payment of any yield maintenance or other premium, in an amount sufficient to reduce the outstanding principal balance of the Loan to Fifteen Million Nine Hundred Thirty Thousand and No/100 Dollars ($15,930,000.00) (a “Permitted Paydown Event”); provided, however, Borrower shall be required to (A) pay, together with such Permitted Paydown Amount, (i) interest accrued and unpaid on the outstanding principal balance of the Loan to and including such Permitted Paydown Date, (ii) on or after the Securitization Date, unless the Permitted Paydown Amount is tendered on a Payment Date (or, if such day is not a Business Day, the immediately preceding Business Day), an amount equal to the interest for the full Accrual Period during which such prepayment occurs, and (iii) all other sums then due under this Agreement, the Note, the Mortgages and the other Loan Documents, and (B) reimburse Lender for any costs and expenses Lender incurs in connection with the Permitted Paydown Event, including, but not limited to, reasonable attorneys’ fees and expenses. Borrower’s right to prepay the principal balance of the Loan pursuant to this subsection shall be subject to (i) Borrower’s submission of a notice to Lender setting forth in such notice or any day following such projected date occurring in the same calendar month as such projected date.Permitted Paydown Date, which

Voluntary Prepayments. (a) 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 Datefirst day of the second (2nd) Loan Year (the “Lockout Period”). After On any Payment Date occurring after the Permitted Prepayment Dateexpiration of the Lockout Period, Borrower may, provided it has given Lender prior written notice in accordance with the terms of this Agreementat its option, prepay the unpaid principal balance of the Loan in whole, whole (but not in part, by payingexcept to the extent such prepayment in part is otherwise expressly permitted herein), together upon satisfaction of the following conditions: i) no Event of Default shall have occurred and be continuing; ii) Borrower shall provide prior written notice to Lender (which notice shall be revocable in accordance with Section 2.3.1(c) hereof) specifying the amount date (the “Prepayment Date”) upon which the prepayment is to be prepaidmade, which notice shall be delivered to Lender not less than fifteen (15) Business Days prior to such payment; and iii) Borrower shall pay to Lender, simultaneously with such prepayment, (i) interest all accrued and unpaid interest calculated at the Note Rate on the outstanding amount of principal balance of the Loan being prepaid to through and including the date of prepayment, Prepayment Date; (ii) unless prepayment is tendered on a Payment Datein addition to the payment required in clause (i) above, an amount equal to the interest that would have accrued at the Note Rate on the amount of principal being prepaid after through the end of the Interest Period in which such prepayment occurs, notwithstanding that such Interest Period extends beyond the date of prepayment through and including the next Payment Date had the prepayment not been made (which amount shall constitute additional consideration for the prepayment), ; (iii) the Yield Maintenance Premium, if the Prepayment Date is a date prior to the Yield Maintenance Date (it being agreed that no Yield Maintenance Premium shall be due with respect to prepayments occurring on Prepayment Dates on or after the Yield Maintenance Date) and (iv) all other sums then due under this Agreement, the Note, the Mortgage and Note or the other Loan Documents. b) If a notice of prepayment is given by Borrower to Lender pursuant to this Section 2.3.1, the amount designated for prepayment and all other sums required under this Section 2.3.1 shall be due and payable on the Prepayment Date (ivsubject to Section 2.3.1(c) if prepayment occurs hereof). c) Borrower shall be permitted to rescind, revoke or modify its notice of prepayment, provided that (i) a written notice of such rescission, revocation or modification, as applicable, is received by Lender prior to the Payment Prepayment Date which is one month prior to the Maturity Date, a prepayment consideration (the "PREPAYMENT CONSIDERATION") equal to the greater of (A) one percent (1%) of the outstanding principal balance of the Loan being prepaid or (B) the excess, if any, of (1) the sum of the present values of all then-scheduled payments of principal and interest under this Agreement including, but not limited to, principal and interest on the Maturity Date (with each such payment discounted to its present value at the date of prepayment at the rate which, when compounded monthly, is equivalent to the Prepayment Rate), over (2) the outstanding principal amount of the Loan. Lender shall notify Borrower of the amount and the basis of determination of the required prepayment consideration. (b) On the Payment Date that is one month prior to the Maturity Date, and on each day thereafter through the Maturity Date, Borrower may, at its option, prepay the Debt without payment of any Prepayment Consideration or other penalty or premium; PROVIDED, HOWEVER, if such prepayment is not paid on a regularly scheduled Payment Date, the Debt shall include interest that would have accrued on such prepayment through and including the day immediately preceding the Maturity Date. Borrower's right to prepay any portion of the principal balance of the Loan shall be subject to (i) Borrower's submission of a notice to Lender setting forth the amount to be prepaid and the projected date of prepayment, which date shall be no less than thirty (30) days from the date of such notice, and (ii) Borrower's actual payment to Lender Borrower pays ▇▇▇▇▇▇’s out-of-pocket costs and expenses incurred as a result of the amount to be prepaid as set forth in ▇▇▇▇▇▇’s receipt of such notice on the projected date set forth in such notice or any day following such projected date occurring in the same calendar month as such projected datenotice.

Voluntary Prepayments. (a) Except as otherwise expressly provided hereinin this Section 2.4, Borrower shall not have the right to prepay the Loan in whole or in part prior to the Permitted Prepayment Date. After the Permitted Prepayment Date, Borrower may, provided it has given Lender prior written notice in accordance with the terms of this Agreement, prepay the unpaid principal balance of the Loan in whole, but not in part, by paying, together with the amount to be prepaid, (i) interest accrued and unpaid on the outstanding principal balance of the Loan being prepaid to and including the date of prepayment, (ii) unless prepayment is tendered on a Payment Date, an amount equal to the interest that would have accrued on the amount being prepaid after the date of prepayment through and including the next Payment Date had the prepayment not been made (which amount shall constitute additional consideration for the prepayment), (iii) all other sums then due under this Agreement, the Note, the Mortgage and the other Loan Documents, and (iv) if prepayment occurs prior to the Payment Date which is one month prior to the Maturity Date, a prepayment consideration (the "PREPAYMENT CONSIDERATION") equal to the greater of (A) one percent (1%) of the outstanding principal balance of the Loan being prepaid or (B) the excess, if any, of (1) the sum of the present values of all then-scheduled payments of principal and interest under this Agreement including, but not limited to, principal and interest on the Maturity Date (with each such payment discounted to its present value at the date of prepayment at the rate which, when compounded monthly, is equivalent to the Prepayment Rate), over (2) the outstanding principal amount of the Loan. Lender shall notify Borrower of the amount and the basis of determination of the required prepayment consideration. (b) On any Business Day after the Payment Permitted Prepayment Date that is one month prior to the Maturity Date, and on each day thereafter through the Maturity Date, Borrower may, at its option, prepay the Debt without payment of any Prepayment Consideration or other penalty or premium; PROVIDEDin full (but not in part), HOWEVER, if such prepayment is not paid on a regularly scheduled Payment Date, the Debt shall include interest provided that would have accrued on such prepayment through and including the day immediately preceding the Maturity Date. Borrower's right to prepay any portion of the principal balance of the Loan shall be subject to (i) Borrower's submission of Borrower submits a notice to Lender setting forth the amount to be prepaid and the projected date of prepayment, which date shall be no less than thirty (30) days from the date of such notice, and (ii) Borrower pays to Lender (A) the unpaid principal amount of the Note, (B) all interest accrued and unpaid on the principal balance of the Note to and including the date of prepayment, (C) all other sums due under the Note, this Agreement and the other Loan Documents, (D) if such prepayment occurs prior to the Permitted Par Prepayment Date, the Yield Maintenance Premium, and (E) if such prepayment is not paid on a regularly scheduled Payment Date (or, if such day is not a Business Day, the immediately preceding Business Day), interest for the full Accrual Period during which the prepayment occurs. (c) Provided no Default or Event of Default has occurred and is continuing, on any Business Day on or before October 1, 2011 (such date, the “Permitted Paydown Date”), Borrower has a one-time right to prepay a portion of the Debt (such amount, the “Permitted Paydown Amount”), without payment of any yield maintenance or other premium, in an amount sufficient to reduce the outstanding principal balance of the Loan to Fifteen Million Seven Hundred Eighty Thousand and No/100 Dollars ($15,780,000.00) (a “Permitted Paydown Event”); provided, however, Borrower shall be required to (A) pay, together with such Permitted Paydown Amount, (i) interest accrued and unpaid on the outstanding principal balance of the Loan to and including such Permitted Paydown Date, (ii) on or after the Securitization Date, unless the Permitted Paydown Amount is tendered on a Payment Date (or, if such day is not a Business Day, the immediately preceding Business Day), an amount equal to the interest for the full Accrual Period during which such prepayment occurs, and (iii) all other sums then due under this Agreement, the Note, the Mortgages and the other Loan Documents, and (B) reimburse Lender for any costs and expenses Lender incurs in connection with the Permitted Paydown Event, including, but not limited to, reasonable attorneys’ fees and expenses. Borrower's ’s right to prepay the principal balance of the Loan pursuant to this subsection shall be subject to (i) Borrower’s submission of a notice to Lender setting forth the Permitted Paydown Date, which date shall be no less than thirty (30) days from the date of such notice, and (ii) Borrower’s actual payment to Lender of the amount of the Permitted Paydown Amount and the other amounts required to be prepaid as set forth in such notice on the projected date set forth in such notice or any day following such projected date occurring in the same calendar month as such projected date.paid therewith under this Section 2.4.1(c). For purposes hereof, the

Voluntary Prepayments. (a) 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. After the Permitted Prepayment Date, Borrower may, provided it has given Lender prior written notice in accordance with the terms of this Agreement, prepay the unpaid principal balance of the Loan in whole, but not in part, by paying, together with the amount to be prepaid, (i) interest accrued and unpaid on the outstanding principal balance of the Loan being prepaid to and including the date of prepayment, (ii) unless prepayment is tendered on a Payment Date, an amount equal to the interest that would have accrued on the amount being prepaid after the date of prepayment through and including the next Payment Date had the prepayment not been made (which amount shall constitute additional consideration for the prepayment), (iii) all other sums then due under this Agreement, the Note, the Mortgage and the other Loan Documents, and (iv) if prepayment occurs prior to the Payment Date which is one month prior to the Maturity Date, a prepayment consideration (the "PREPAYMENT CONSIDERATION") equal to the greater of (A) one percent (1%) of the outstanding principal balance of the Loan being prepaid or (B) the excess, if any, of (1) the sum of the present values of all then-scheduled payments of principal and interest under this Agreement including, but not limited to, principal and interest on the Maturity Date (with each such payment discounted to its present value at the date of prepayment at the rate which, when compounded monthly, is equivalent to the Prepayment Rate), over (2) the outstanding principal amount of the Loan. Lender shall notify Borrower of the amount and the basis of determination of the required prepayment consideration. (b) On the Payment Date that is one month prior to the Maturity Date, and on each day thereafter through the Maturity Date, Borrower may, at its option, prepay the Debt without payment of any Prepayment Consideration or other penalty or premium; PROVIDED, HOWEVER, if such prepayment is not paid on a regularly scheduled Payment Date, the Debt shall include interest that would have accrued on such prepayment through and including the day immediately preceding the Maturity Date. Borrower's right to prepay any portion of the principal balance of the Loan shall be subject to (i) Borrower's submission of a notice to Lender setting forth the amount to be prepaid and the projected date of prepayment, which date shall be no less than thirty (30) days from the date of such notice, and (ii) Borrower's actual payment to Lender of the amount to be prepaid as set forth in such notice on the projected date set forth in such notice or any day following such projected date occurring in the same calendar month as such projected date.

Voluntary Prepayments. (a) 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 Datepart. After the Permitted Prepayment Date, Borrower may, provided it has given Lender prior written notice in accordance with the terms of this Agreement, prepay the unpaid principal balance of the Loan in whole, but not in part, by paying, together with the amount to be prepaid, (i) interest accrued and unpaid on the outstanding portion of the principal balance of the Loan being prepaid to and including the date of prepayment, (ii) unless prepayment is tendered on a Payment Date, an amount equal to the interest that would have accrued on the amount being prepaid after the date of prepayment through and including the next Payment Date had the prepayment not been made (which amount shall constitute additional consideration for the prepayment), (iii) all other sums then due under this Agreement, the Note, the Mortgage and the other Loan Documents, and (iv) if prepayment occurs prior to the Payment Date which is one month prior to the Maturity Date, a prepayment consideration (the "PREPAYMENT CONSIDERATION") equal to the greater of (A) one percent (1%) of the outstanding principal balance of the Loan being prepaid or (B) the excess, if any, of (1) the sum of the present values of all then-scheduled payments of principal and interest under this Agreement including, but not limited to, principal and interest on the Maturity Date (with each such payment discounted to its present value at the date of prepayment at the rate which, when when, compounded monthly, is equivalent to the Prepayment Rate), over (2) the outstanding principal amount of the LoanLoan being prepaid. Lender shall notify Borrower of the amount and the basis of determination of the required prepayment consideration. (b) On the Payment Date that is one month three months prior to the Maturity Date, and on each day thereafter through the Maturity Date, Borrower may, at its option, prepay the Debt without payment of any Prepayment Consideration or other penalty or premiumConsideration; PROVIDED, HOWEVER, if such prepayment is not paid on a regularly scheduled Payment Date, the Debt shall include interest that would have accrued on such prepayment through and including the day immediately preceding the Maturity next regularly scheduled Payment Date. Borrower's right to prepay any portion of the principal balance of the Loan shall be subject to (i) Borrower's submission of a notice to Lender setting forth the amount to be prepaid and the projected date of prepayment, which date shall be no less than thirty (30) days from the date of such notice, and (ii) Borrower's actual payment to Lender of the amount to be prepaid as set forth in such notice on the projected date set forth in such notice or any day following such projected date occurring in the same calendar month as such projected date.

Voluntary Prepayments. (a) Except as otherwise provided hereinherein (including as provided in Section 2.4.2 below), Borrower shall not have the right to prepay the Loan in whole or in part prior to the Permitted Prepayment Maturity Date. After . (b) Commencing on the Permitted Prepayment Date, Borrower may, provided it has given Lender prior written notice in accordance with the terms of this Agreement, may prepay the unpaid principal balance of the Loan in whole, but not in part, by paying, together with at any time so long as the amount to be prepaid, following conditions are satisfied: (i) interest accrued no Event of Default has occurred and unpaid is continuing; (ii) Borrower gives Lender not less thirty (30) days’ prior written notice (such written notice, a “Prepayment Notice”) specifying the date on which prepayment in whole is to be made (such date, a “Prepayment Date”); and (iii) Borrower pays Lender, in addition to the outstanding principal balance of the Loan being prepaid to and including the date of prepaymentLoan, (iiA) unless prepayment is tendered on a Payment Date, an amount equal to the all interest that would have which has accrued on the amount being prepaid after of the Loan to be repaid through the date of prepayment and, if the applicable prepayment date is a date other than the first (1st) day of a calendar month, all interest which would have accrued through and including the next Payment Date had last day of the prepayment not been made then current Interest Accrual Period; (which amount shall constitute additional consideration for the prepayment), (iiiB) all other sums then due and payable under this Agreement, the Note, the Mortgage and the other Loan Documents, and (iv) if prepayment occurs prior Documents with respect to the Payment Date which is one month prior to the Maturity Dateamount being repaid, a prepayment consideration (the "PREPAYMENT CONSIDERATION") equal to the greater of (A) one percent (1%) of the outstanding principal balance of the Loan being prepaid or (B) the excess, if any, of (1) the sum of the present values of all then-scheduled payments of principal and interest under this Agreement including, but not limited tolimited, principal all of Lender’s costs and interest on expenses (including reasonable attorney’s fees and expenses) incurred by Lender in connection with such prepayment; and (C) the Maturity Date (with each such payment discounted to its present value at the date of prepayment at the rate which, when compounded monthly, is equivalent Prepayment Fee to the Prepayment Rate), over extent the same is then due and payable. (2c) the outstanding principal amount of the Loan. Lender shall notify Borrower of the amount and the basis of determination of the required prepayment consideration. . If a Prepayment Notice is given by Borrower to Lender pursuant to this Section 2.4.1(b), the amount designated for prepayment and all other sums required under this Section 2.4.1(b) shall be due and payable on the proposed Prepayment Date; provided, however, that on not less than one (b1) On Business Day’s prior notice to Lender, Borrower shall have the Payment option to extend the proposed Prepayment Date that is one month prior or to rescind the Maturity Prepayment Notice entirely so long as, in either case, Borrower pays Lender for all out-of-pocket expense which Lender sustains or incurs as a consequence of any such extension or rescission of the original Prepayment Date, and on each day thereafter through the Maturity Date, Borrower may, at its option, prepay the Debt without payment of any Prepayment Consideration or other penalty or premium; PROVIDED, HOWEVER, if such prepayment is not paid on a regularly scheduled Payment Date, the Debt shall include interest that would have accrued on such prepayment through and including the day immediately preceding the Maturity Date. Borrower's right to prepay any portion of the principal balance of the Loan which amounts shall be subject to payable within ten (i10) Borrower's submission Business Days of a notice to Lender setting forth the amount to be prepaid and the projected date of prepayment, which date shall be no less than thirty (30) days from the date of such notice, and (ii) Borrower's actual payment to Lender of the amount to be prepaid as set forth in such notice on the projected date set forth in such notice or any day following such projected date occurring in the same calendar month as such projected dateLender’s written demand therefor.

Voluntary Prepayments. (a) Except as otherwise Borrower shall have the right, at any time and from time to time, to prepay the Loans without penalty or premium; provided hereinthat, notwithstanding anything to the contrary set forth herein or in any Loan Document, the Borrower shall not have the right to prepay the Loan in whole terminate or in part reduce any Revolving Credit Facility Commitment prior to the Permitted Prepayment Final Revolving Commitment Termination Date. After the Permitted Prepayment Date, Borrower may, provided it has given Lender 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 LIBOR Rate Loans, which 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). Each such prepayment shall be in an aggregate minimum amount of $250,000, 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 this Agreementall 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 unpaid principal balance of the Loan in whole, but not in part, by paying, together with the amount to be prepaid, (i) interest accrued and unpaid on the full outstanding principal balance of the Loan being prepaid to and including the date of prepayment, (ii) unless prepayment is tendered on a Payment Date, an amount equal to the interest that would have accrued on the amount being prepaid after the date of prepayment through and including the next Payment Date had the prepayment not been made (which amount shall constitute additional consideration for the prepayment), (iii) all other sums then due under this Agreement, the Note, the Mortgage and the other LIBOR Rate Loan Documents, and (iv) if prepayment occurs prior to the Payment Date which end of the Interest Period, provided, that such prepayment is one month prior to the Maturity Date, accompanied by a prepayment consideration fee (the "PREPAYMENT CONSIDERATIONLIBOR Prepayment Fee") equal to the greater of (A) one percent (1%) of the outstanding principal balance of the Loan being prepaid or (B) the excessamount, if any, of by which (1i) the sum of additional interest which would have been earned by the present values of all then-scheduled payments of principal and interest under this Agreement includingLender Group had the LIBOR Rate Loan not been prepaid, but not limited to, principal and interest on the Maturity Date (with each such payment discounted to its present value at the date of prepayment at the rate which, when compounded monthly, is equivalent to the Prepayment Rate), over (2) the outstanding principal amount of the Loan. Lender shall notify Borrower of the amount and the basis of determination of the required prepayment consideration. (b) On the Payment Date that is one month prior to the Maturity Date, and on each day thereafter through the Maturity Date, Borrower may, at its option, prepay the Debt without payment of any Prepayment Consideration or other penalty or premium; PROVIDED, HOWEVER, if such prepayment is not paid on a regularly scheduled Payment Date, the Debt shall include interest LIBOR Rate that would have accrued on such prepayment through and including been applicable thereto, for the day immediately preceding the Maturity Date. Borrower's right to prepay any portion of the principal balance of the Loan shall be subject to (i) Borrower's submission of a notice to Lender setting forth the amount to be prepaid and the projected date of prepayment, which date shall be no less than thirty (30) days period from the date of such noticeprepayment to the last day of the then current Interest Period therefore, and exceeds (ii) Borrower's actual payment to the interest which would have been recoverable by the Lender Group by placing the amount of the amount to be prepaid as set forth LIBOR Rate Loan on deposit in such notice the LIBOR market for a period starting on the projected date set forth in such notice or any on which it was prepaid and ending on the last day following such projected date occurring in of the same calendar month as such projected dateapplicable Interest Period. Agent’s calculation of the LIBOR Prepayment Fee will be deemed conclusive absent manifest error.

Voluntary Prepayments. (a) Except as otherwise provided herein, Borrower shall not have the right to prepay the Loan in whole or in part on or prior to the Permitted Prepayment Date. After the Permitted Prepayment Date, Borrower may, provided it has given Lender prior written notice in accordance with the terms of this Agreement, prepay the unpaid principal balance of the Loan in whole, but (subject to Section 2.3.1(b) below) not in part, by paying, together with the amount to be prepaid, (i) interest accrued and unpaid on the outstanding principal balance of the Loan being prepaid to and including the date of prepayment, (ii) unless prepayment is tendered on a Payment Date, an amount equal to the interest that would have accrued on the amount being prepaid after the date of prepayment through and including the next Payment Date had the prepayment not been made (which amount shall constitute additional consideration for the prepayment), (iii) all other sums then due under this Agreement, the Note, the Mortgage and the other Loan Documents, and (iv) if prepayment occurs prior to the Payment Date which is one month prior to the Maturity Date, a prepayment consideration (the "PREPAYMENT CONSIDERATION"“Prepayment Consideration”) equal to the greater of (A) one percent (1%) of the outstanding principal balance of the Loan being prepaid applicable Prepayment Premium, or (B) the excess, if any, of (1) the sum of the present values of all then-scheduled payments of principal and interest under this Agreement including, but not limited to, principal and interest on the Maturity Date (with each such payment discounted to its present value at the date of prepayment at the rate which, when compounded monthly, is equivalent to the Prepayment Rate), over (2) the outstanding principal amount of the Loan. Lender shall notify Borrower of the amount and the basis of determination of the required prepayment consideration. (b) After the Permitted Prepayment Date, Borrower may, provided it has satisfied the Partial Prepayment Conditions, obtain a release of the Related Documents with respect to a Release Property, by prepaying, (i) an amount equal to the Release Principal Payment, (ii) interest accrued and unpaid on the Release Principal Payment to and including the date of prepayment, (iii) unless prepayment is tendered on a Payment Date, an amount equal to the interest that would have accrued on the Release Principal Payment after the date of prepayment up to but not including the next Payment Date had the prepayment not been made (which amount shall constitute additional consideration for the prepayment), (iv) all other sums then due under this Agreement, the Related Mortgage and the other Loan Documents, (v) the Prepayment Consideration (calculated on the amount of the Release Principal Payment), (vi) an administrative fee in the sum of $1,500, as assessed by the Servicer, and (vii) all third-party costs and expenses incurred by Lender or the Servicer (including, without limitation, reasonable attorneys fees and disbursements) in connection with the release of a Property. Upon payment of the Release Principal Payment, the Monthly Debt Service Payment Amount under the Note shall be recalculated based on the unpaid principal balance effective as of the day following the next occurring Payment Date. Lender promptly shall notify Borrower in writing of the new Monthly Debt Service Payment Amount with respect to the Note. Payments made in connection with any release may be applied in reduction of a portion of the Loan (including subordinate financing or mezzanine financing, if any) in any order or priority as Lender may determine in its sole discretion. Following such a release, the applicable Borrower shall no longer be deemed a Borrower hereunder or under the Loan Documents. (c) On the Payment Date that is one month prior to the Maturity Date, and on each day thereafter through the Maturity Date, Borrower may, at its option, prepay the Debt without payment of any Prepayment Consideration or other penalty or premium; PROVIDEDprovided, HOWEVERhowever, if such prepayment is not paid on a regularly scheduled Payment Date, the Debt shall include interest that would have accrued on such prepayment through and including the day immediately preceding the Maturity Date. Borrower's ’s right to prepay any portion of the principal balance of the Loan shall be subject to (i) Borrower's ’s submission of a notice to Lender setting forth the amount to be prepaid and the projected date of prepayment, which date shall be no less than thirty (30) days from the date of such notice, and (ii) Borrower's ’s actual payment to Lender of the amount to be prepaid as set forth in such notice on the projected date set forth in such notice or any day following such projected date occurring in the same calendar month as such projected date.

Voluntary Prepayments. (a) Except From and after the date hereof, so long as otherwise provided hereinno Event of Default shall have occurred and be continuing, Borrower shall not have the right may, at 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 Loan Debt in whole or in part prior to the Permitted Prepayment Date. After the Permitted Prepayment Datepart, Borrower maybut in no event shall any partial prepayment be less than $5,000,000.00, provided it has given Lender prior written notice in accordance that, other than with respect to a prepayment from the terms of this Agreement, prepay the unpaid principal balance proceeds of the Loan in wholeFive Acre Release Price, but not in partwhich shall be governed by the provisions of Section 2.5 hereof, any prepayment is accompanied by paying, together with the amount to be prepaid, (i) interest accrued and unpaid if such prepayment occurs on the outstanding principal balance of the Loan being prepaid to and including the a date of prepayment, (ii) unless prepayment is tendered on other than a Payment Date, an amount equal to all interest, at the interest that Applicable Interest Rate, which would have accrued on the amount being of the Outstanding Principal Balance prepaid after (in accordance with Section 2.4.3(a) hereof) through, but not including, the date next succeeding ninth (9th) day of a calendar month, or, if such prepayment occurs on a Payment Date, through and including the next last day of the Interest Period immediately prior to the applicable Payment Date had Date; (ii) if such prepayment occurs prior to the prepayment not been made (which Initial Maturity Date, the Prepayment Premium due with respect to the amount shall constitute additional consideration for the prepayment)prepaid, and (iii) all other sums then due and payable under this Agreement, the Note, the Mortgage Note and the other Loan Documents, and (iv) if prepayment occurs prior to the Payment Date which is one month prior to the Maturity Date, a prepayment consideration (the "PREPAYMENT CONSIDERATION") equal to the greater of (A) one percent (1%) of the outstanding principal balance of the Loan being prepaid or (B) the excess, if any, of (1) the sum of the present values of all then-scheduled payments of principal and interest under this Agreement including, but not limited to, principal the Breakage Costs, if any, and interest all of Lender’s costs and expenses (including reasonable attorney’s fees and disbursements) incurred by Lender in connection with such prepayment. If a notice of prepayment is given by 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 Maturity Date (with each proposed prepayment date; provided, however, Borrower shall have the right to postpone or revoke such payment discounted prepayment upon written notice to its present value at the date of prepayment at the rate which, when compounded monthly, is equivalent to the Prepayment Rate), over Lender not less than two (2) the outstanding principal amount of the Loan. Lender shall notify Borrower of the amount and the basis of determination of the required prepayment consideration. (b) On the Payment Date that is one month Business Days prior to the Maturity Date, and on each day thereafter through the Maturity Date, Borrower may, at its option, prepay the Debt without payment of any Prepayment Consideration or other penalty or premium; PROVIDED, HOWEVER, if date such prepayment is not paid on a regularly scheduled Payment Date, the Debt shall include interest that would have accrued on due so long as 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 prepayment through and including the day immediately preceding the Maturity Date. Borrower's right to prepay any portion of the principal balance of the Loan shall be subject to (i) Borrower's submission of a notice to Lender setting forth the amount to be prepaid and the projected date of prepayment, which date shall be no less than thirty (30) days from the date of such notice, and (ii) Borrower's actual payment to Lender of the amount to be prepaid as set forth in such notice on the projected date set forth in such notice postponement or any day following such projected date occurring in the same calendar month as such projected daterevocation.

Voluntary Prepayments. (a) Except as otherwise provided hereinin this Section 2.4, Borrower shall not have the right to prepay any portion of the Loan in whole or in part prior to the Permitted Prepayment Release Date. After . (b) On or after the Permitted Prepayment Release Date, Borrower may, provided it has given Lender prior written notice in accordance with shall have the terms of this Agreement, right to prepay the unpaid principal balance of the Loan in whole, but not or in part, by payingprovided that (i) no Event of Default exists; (ii) Borrower gives Lender not less than seven (7) Business Days prior written notice that Borrower intends to prepay (the “Prepayment Notice”); and (iii) Borrower pays Lender, together with in addition to the outstanding principal amount of the Loan to be prepaid, (iA) interest accrued and unpaid on the outstanding principal balance if such prepayment of the Loan being prepaid to and including the date of prepayment, (ii) unless prepayment occurs on a day that is tendered on not a Payment Date, an amount equal to the all amounts of interest that which would have accrued on the amount being prepaid after of the date of prepayment Loan to be paid through and including the next last day of the Interest Period immediately preceding the Payment Date had next occurring following the date of such prepayment of the Loan, or, if such prepayment of the Loan occurs on a Payment Date, all amounts of accrued and unpaid interest through and including the last day of the Interest Period related to such Payment Date; provided, however; if any prepayment is made during the period commencing on the first calendar day immediately following a Payment Date to, but not been made (which amount including, the Determination Date in such calendar month, Borrower shall constitute additional consideration 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 prepaymentnext occurring Interest Period can be determined, Lender shall calculate the actual amount of interest required to be paid by Borrower for such prepayment and (x) if the Interest Shortfall paid to Lender is in excess of the amount required to be paid pursuant to this Section 2.4.1(b), Lender shall promptly return to Borrower such excess amount and (iiiy) if the Interest Shortfall is less than the amount required to be paid pursuant to this Section 2.4.1(b), Borrower shall pay to Lender within three (3) Business Days of notice from Lender, the amount of such deficiency, (B) except with respect to any prepayment that is a Permitted Prepayment Exception, if such prepayment is made on or prior to the Spread Maintenance Premium Termination Date, the Spread Maintenance Premium and (C) all other sums then due and payable under this Agreement, the Note, the Mortgage and the other Loan Documents, and (iv) if prepayment occurs prior to the Payment Date which is one month prior to the Maturity Date, a prepayment consideration (the "PREPAYMENT CONSIDERATION") equal to the greater of (A) one percent (1%) of the outstanding principal balance of the Loan being prepaid or (B) the excess, if any, of (1) the sum of the present values of all then-scheduled payments of principal and interest under this Agreement including, but not limited to, principal all of Lender’s reasonable actual out of pocket costs and interest expenses (including reasonable attorney’s fees and disbursements) incurred by Lender in connection with such prepayment of the Loan, including, without limitation, any Breakage Costs and any actual out of pocket costs and expenses associated with any rescinded or extended Prepayment Notice. Any Prepayment Notice may be rescinded or extended by Borrower upon delivery of written notice to Lender on or prior to the date specified for prepayment in the Prepayment Notice, provided that Borrower shall be responsible for the reasonable actual costs and expenses incurred by Lender in connection with the rescission or extension of such Prepayment Notice, including, without limitation, Breakage Costs. Notwithstanding the foregoing, prior to a Securitization (as defined in the Mortgage Loan Agreement) of the Mortgage Loan, with respect to any prepayment made after the Payment Date and prior to or on the Maturity Date (with each such payment discounted Determination Date, Borrower shall only be required to its present value at pay interest through the date of such prepayment. (c) Notwithstanding the foregoing, Borrower shall be permitted to prepay a portion of the Loan, at any time and from time to time, without any Spread Maintenance Premium or other prepayment at penalty, premium or charge in an amount not to exceed, in the rate whichaggregate, when compounded monthlythe Permitted Prepayment Threshold, provided in the event such payment is equivalent a result of a Permitted Prepayment Exception, the Permitted Prepayment Threshold shall not be applicable (and for the avoidance of doubt, prepayments or repayments relating to a Permitted Prepayment Exception shall not reduce the Permitted Prepayment RateThreshold); provided, over that, (2i) no Event of Default exists; (ii) Borrower gives Lender a Prepayment Notice in the manner specified in Section 2.4.1(b) hereof; and (iii) Borrower pays Lender, in addition to the outstanding principal amount of the Loan. Lender shall notify Borrower Loan to be prepaid, (A) if such prepayment of the Loan occurs on a day that is not a Payment Date, all amounts of interest which would have accrued on the amount and the basis of determination of the required prepayment consideration. (b) On Loan to be paid through and including the last day of the Interest Period immediately preceding the Payment Date that is one month prior to next occurring following the Maturity Datedate of such prepayment of the Loan, and on each day thereafter through the Maturity Date, Borrower may, at its option, prepay the Debt without payment of any Prepayment Consideration or other penalty or premium; PROVIDED, HOWEVERor, if such prepayment is not paid of the Loan occurs on a regularly scheduled Payment Date, the Debt shall include all amounts of accrued and unpaid interest that would have accrued on such prepayment through and including the last day of the Interest Period related to such Payment Date; provided, however, if any prepayment is made during the period commencing on the first calendar day immediately preceding following a Payment Date to, but not including, the Maturity 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 (x) if the Interest Shortfall paid to Lender is in excess of the amount required to be paid pursuant to this Section 2.4.1(c), Lender shall promptly return to Borrower such excess amount and (y) if the Interest Shortfall is less than the amount required to be paid pursuant to this Section 2.4.1(c), Borrower shall pay to Lender within three (3) Business Days of notice from Lender, the amount of such deficiency; and (B) all other sums then due and payable under this Agreement, the Note, and the other Loan Documents, including, but not limited 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 of the Loan, including, without limitation, any Breakage Costs and any actual out of pocket costs and expenses associated with any rescinded or extended Prepayment Notice. Any Prepayment Notice may be rescinded or extended by Borrower upon delivery of written notice to Lender on or prior to the date specified for prepayment in the Prepayment Notice, provided that Borrower shall be responsible for the reasonable actual costs and expenses incurred by Lender in connection with the rescission or extension of such Prepayment Notice, including, without limitation, Breakage Costs. Notwithstanding the foregoing, prior to a Securitization (as defined in the Mortgage Loan Agreement) of the Mortgage Loan, with respect to any prepayment made after the Payment Date and prior to or on the Determination Date, Borrower shall only be required to pay interest through the date of such prepayment. (d) Concurrently with any voluntary prepayment made pursuant to this Section 2.4.1, (I) Mortgage Borrower shall make a prepayment of the Mortgage Loan in an amount determined by multiplying the outstanding principal balance of the Mortgage Loan by a fraction in which the portion of this Loan prepaid pursuant to this Section 2.4.1 is the numerator and the outstanding principal balance of this Loan prior to such prepayment is the denominator and (II) Mezzanine A Borrower shall make a prepayment of the Mezzanine A Loan in an amount determined by multiplying the outstanding principal balance of the Mezzanine A Loan by a fraction in which the portion of this Loan prepaid pursuant to this Section 2.4.1 is the numerator and the outstanding principal balance of this Loan prior to such prepayment is the denominator. Notwithstanding the foregoing, except with respect to any prepayment of the Mortgage Loan and Mezzanine A Loan required to be made solely in accordance with Sections 2.4.2, 2.4.3 or 2.5 of this Agreement, provided no Event of Default shall then exist, on or after the Prepayment Release Date (but subject to Borrower's ’s right to make prepayments up to the Permitted Prepayment Threshold pursuant to, and in accordance with, Section 2.4.1(c) hereof and subject to Mezzanine A Borrower’s right to make prepayments up to the Permitted Prepayment Threshold (as defined in the Mezzanine A Loan Agreement) pursuant to, and in accordance with, Section 2.4.1(c) of the Mezzanine A Loan Agreement) Borrower or Mezzanine A Borrower (each, a “Prepaying Mezzanine Borrower”) may at its sole discretion, subject to the terms and conditions of the Loan Documents or the Mezzanine A Loan Documents, respectively (other than any requirement to make a simultaneous prepayment of the Mortgage Loan, but for the avoidance of doubt, subject to any Permitted Prepayment Threshold or Spread Maintenance Premium payment requirements contained herein), voluntarily prepay all or any portion of the Loan or the Mezzanine A Loan, respectively (the “Prepaid Mezzanine Loan”) without a prepayment of the Mortgage Loan, provided that concurrently with such voluntary prepayment of the Prepaid Mezzanine Loan, each other Mezzanine Borrower shall make a prepayment of their related Mezzanine Loan in an amount determined by multiplying the outstanding principal balance of each such Mezzanine Loan by a fraction (1) the numerator of which is the portion of the Prepaid Mezzanine Loan being prepaid pursuant to the applicable Mezzanine Loan Documents and (2) the denominator of which is the outstanding principal balance of the Loan shall be subject to (i) Borrower's submission of a notice to Lender setting forth the amount to be prepaid and the projected date of prepayment, which date shall be no less than thirty (30) days from the date of such notice, and (ii) Borrower's actual payment to Lender of the amount to be prepaid as set forth in such notice on the projected date set forth in such notice or any day following such projected date occurring in the same calendar month as such projected datePrepaid Mezzanine Loan.

Voluntary Prepayments. (a) Except as otherwise provided herein, Borrower shall not have the right to prepay the Loan in whole or in part prior to part. At any time during the Permitted Prepayment Date. After term of the Permitted Prepayment DateLoan, Borrower may, provided it no Event of Default has given Lender prior written notice in accordance with the terms of this Agreement, prepay the unpaid principal balance of the Loan in whole, but not in part, by paying, together with the amount to be prepaid, (i) interest accrued occurred and unpaid on the outstanding principal balance of the Loan being prepaid to and including the date of prepayment, (ii) unless prepayment is tendered on a Payment Date, an amount equal to the interest that would have accrued on the amount being prepaid after the date of prepayment through and including the next Payment Date had the prepayment not been made (which amount shall constitute additional consideration for the prepayment), (iii) all other sums then due under this Agreement, the Note, the Mortgage and the other Loan Documents, and (iv) if prepayment occurs prior to the Payment Date which is one month prior to the Maturity Date, a prepayment consideration (the "PREPAYMENT CONSIDERATION") equal to the greater of (A) one percent (1%) of the outstanding principal balance of the Loan being prepaid or (B) the excess, if any, of (1) the sum of the present values of all then-scheduled payments of principal and interest under this Agreement including, but not limited to, principal and interest on the Maturity Date (with each such payment discounted to its present value at the date of prepayment at the rate which, when compounded monthly, is equivalent to the Prepayment Rate), over (2) the outstanding principal amount of the Loan. Lender shall notify Borrower of the amount and the basis of determination of the required prepayment consideration. (b) On the Payment Date that is one month prior to the Maturity Date, and on each day thereafter through the Maturity Date, Borrower maycontinuing, at its option, prepay the Debt without payment of any Prepayment Consideration or other penalty or premium; PROVIDED, HOWEVER, if such prepayment is in whole but not paid on a regularly scheduled Payment Date, the Debt shall include interest that would have accrued on such prepayment through and including the day immediately preceding the Maturity Date. Borrower's right to prepay any portion of the principal balance of the Loan shall be subject to in part (except (i) Borrower's submission of a in connection with an Individual Property Release, including any Release Debt Yield Paydown, (ii) in connection with any Debt Yield Paydown (as defined in the Cash Management Agreement), (iii) in connection with an Extension Debt Yield Paydown, or (iv) as otherwise expressly provided for in this Agreement), provided the following conditions are met: (a) Borrower shall provide prior written notice to Lender setting forth specifying the amount date upon which the prepayment is to be prepaid and made (as may be extended from time to time in accordance with the projected date of prepaymentterms hereof, the “Prepayment Date”), which date notice shall be no delivered to Lender not less than thirty (30) days prior to such Prepayment Date (or such shorter period of time as may be permitted by Lender in its sole discretion) and which notice shall be irrevocable, except that Borrower may (i) extend the Prepayment Date up to sixty (60) days with two (2) days written notice to Lender (subject to the payment by Borrower to Lender of any reasonable, actual out-of-pocket costs and expenses resulting from the date of such notice, and extension) or (ii) Borrower's actual rescind the notice of such prepayment by written notice to Lender at least ten (10) days prior to the Prepayment Date (subject to the payment by Borrower to Lender of any reasonable out-of-pocket costs and expenses resulting from such rescission); (b) Borrower shall pay to Lender simultaneously with such prepayment the amount Spread Maintenance Premium, if applicable; and (c) if such prepayment is made on a day other than the last day of any Interest Period, then in connection with such prepayment Borrower shall pay to be prepaid as set forth in Lender, simultaneously with such notice prepayment, all interest on the projected date set forth principal balance of this Note then being prepaid which would have accrued through and including the last day of the Interest Period then in effect (“Short Interest”), notwithstanding that such notice Interest Period extends beyond the Prepayment Date together with any Breakage Costs. No consent, processing, administrative or similar fee is due in connection with any day following such projected date occurring in prepayment of the same calendar month as such projected dateLoan.

Voluntary Prepayments. (ai) 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. After the Permitted Prepayment Date, The Borrower may, from time to time, prepay, without premium or penalty (other than as specified in clause (D) below) all or any part of the outstanding principal amount of the Commitment, on any Interest Payment Date, provided it has given Lender that: (A) any partial prepayment shall be in a minimum principal amount of the lesser of U.S.$1,000,000 or the then outstanding principal amount of the Commitment; (B) the Borrower shall give EXIM Bank ten (10) Business Days’ prior written notice in accordance with the terms of this Agreement, prepay the unpaid principal balance of the Loan in whole, but not in part, by paying, together with the proposed amount to be prepaid, (i) interest accrued and unpaid on the outstanding principal balance of the Loan being prepaid to and including the date of prepayment; (C) the Borrower shall pay in full all amounts due under the Credit Facility as of the date of such prepayment, (ii) unless prepayment is tendered on a Payment Date, an amount equal including all interest which has accrued to the interest that would have accrued on the amount being prepaid after the date of prepayment through and including on the next Payment Date had the prepayment not been made (which amount shall constitute additional consideration for the prepayment)principal prepaid, (iii) together with all other sums amounts then due under this AgreementAgreement or the Note as of the date of such prepayment; and (D) on the date of such prepayment, the Note, the Mortgage and the other Loan Documents, and (iv) if prepayment occurs prior Borrower shall pay to the Payment Date which is one month prior to the Maturity Date, EXIM Bank a prepayment consideration premium which shall be equal to: the amount by which (a) the "PREPAYMENT CONSIDERATION") equal to the greater of (A) one percent (1%) amount of the outstanding prepaid principal balance of the Loan being prepaid or is less than (B) the excess, if any, of (1b) the sum of the present values values, discounted from the remaining Repayment Dates to the date of all then-scheduled payments such prepayment, of (x) the installments of principal and being prepaid, plus (y) the amounts of interest under this Agreement including, but not limited to, which would otherwise have accrued on such principal and interest on to the Maturity Date remaining Interest Payment Dates. (with each such payment discounted ii) The annual discount rate used to its calculate the present value at amount in clause (a)(i)(D) of this Section 5.03 shall be that rate of interest specified as the current CIRR for the Business Day which is five (5) Business Days prior to the date of prepayment at the rate which, when compounded monthly, is equivalent for a period equal to the Prepayment Rate), over (2) the outstanding principal amount of the Loan. Lender shall notify Borrower of the amount and the basis of determination of the required prepayment considerationapplicable Maturity Period. (b) On the Payment Date that is one month prior to the Maturity Date, and on each day thereafter through the Maturity Date, Borrower may, at its option, prepay the Debt without payment of any Prepayment Consideration or other penalty or premium; PROVIDED, HOWEVER, if such prepayment is not paid on a regularly scheduled Payment Date, the Debt shall include interest that would have accrued on such prepayment through and including the day immediately preceding the Maturity Date. Borrower's right to prepay any portion of the principal balance of the Loan shall be subject to (i) Borrower's submission of a notice to Lender setting forth the amount to be prepaid and the projected date of prepayment, which date shall be no less than thirty (30) days from the date of such notice, and (ii) Borrower's actual payment to Lender of the amount to be prepaid as set forth in such notice on the projected date set forth in such notice or any day following such projected date occurring in the same calendar month as such projected date.

Voluntary Prepayments. (a) Except as otherwise provided herein, No Loan Schedule may be canceled or terminated by Borrower shall not have the right to prepay the Loan in whole or in part prior for any reason whatsoever except to the Permitted Prepayment Dateextent expressly permitted under this Master Agreement. After the Permitted Prepayment Date, Borrower may, provided it has given Lender prior written notice in accordance with the terms of this Agreement, may prepay the unpaid principal balance of the its Obligations under any Loan Schedule in whole, but not in part, by paying, together with the amount to be prepaid, (i) interest accrued and unpaid on the outstanding principal balance of the Loan being prepaid to and including the date of prepayment, (ii) unless prepayment is tendered on a Payment Date, an amount equal to the interest that would have accrued on the amount being prepaid at any time after the date passage of prepayment through and including not less than six (6) months after the next Payment Acceptance Date had the prepayment not been made (which amount shall constitute additional consideration for the prepayment)therefor, (iii) all other sums then due under this Agreement, the Note, the Mortgage and the other Loan Documents, and (iv) if prepayment occurs prior to the Payment Date which is one month prior to the Maturity Date, a prepayment consideration (the "PREPAYMENT CONSIDERATION") equal to the greater of (A) one percent (1%) of the outstanding principal balance of the Loan being prepaid or (B) the excess, if any, of (1) the sum of the present values of all then-scheduled payments of principal and interest under this Agreement including, but not limited to, principal and interest on the Maturity Date (with each such payment discounted to its present value at the date of prepayment at the rate which, when compounded monthly, is equivalent to the Prepayment Rate), over (2) the outstanding principal amount of the Loan. Lender shall notify Borrower of the amount and the basis of determination of the required prepayment consideration. (b) On the Payment Date that is one month prior to the Maturity Date, and on each day thereafter through the Maturity Date, Borrower may, at its option, prepay the Debt without payment of any Prepayment Consideration or other penalty or premium; PROVIDED, HOWEVER, if such prepayment is not paid on a regularly scheduled Payment Date, the Debt shall include interest that would have accrued on such prepayment through and including the day immediately preceding the Maturity Date. Borrower's right to prepay any portion of the principal balance of the Loan shall be subject to (i) Borrower's submission of a notice by paying to Lender setting forth the amount to be prepaid and the projected date of prepaymentPayoff Amount, which date shall be no so long as Borrower gives Lender not more than one hundred eighty (180) days nor less than thirty (30) days from written notice. As used herein, “Payoff Amount” means an amount, calculated by Lender as of the date of payment of the Payoff Amount (and to be paid on such noticedate), equal to the sum of (i) any accrued and unpaid Payments (including the Payment, if any due, on such date) or other amounts due under or with respect to the Agreement; plus (ii) all Payments due and payable after such date, discounted to present value using a discount rate equal to the Applicable Rate with respect to the applicable Loan Schedule, plus (iii) the Prepayment Fee. Partial prepayments of a Loan Schedule are not permitted and any overpayment shall not reduce the principal amount owed by Borrower or be applied to reduce any Payment owed hereunder; provided that Lender will refund any overpayment, or at Borrower's actual payment ’s discretion, allow the Collateral Agent to Lender retain it as a security deposit which shall not be segregated or earn interest and shall be applied at Borrower’s discretion to any of the amount Borrower’s obligations hereunder, including any Payment or other amounts to be prepaid as set forth in such notice on the projected date set forth in such notice or any day following such projected date occurring in the same calendar month as such projected datebecome due.

Voluntary Prepayments. (a) 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 Maturity Date. After the Permitted Prepayment Date, Borrower may, provided it has given Lender prior written notice in accordance with the terms of this Agreement, prepay the unpaid principal balance of the Loan in whole, but not in part, by paying, together with the amount to be prepaid, (i) interest accrued and unpaid on the outstanding principal balance of the Loan being prepaid to and including the date of prepayment, (ii) unless prepayment is tendered on a On any Payment Date, an amount equal to the interest that would have accrued on the amount being prepaid Date after the date of prepayment through and including the next Payment Closing Date had the prepayment not been made (which amount shall constitute additional consideration for the prepayment), (iii) all other sums then due under this Agreement, the Note, the Mortgage and the other Loan Documents, and (iv) if prepayment occurs prior to the Payment Date which is one month prior to the Maturity Date, a prepayment consideration (the "PREPAYMENT CONSIDERATION") equal to the greater of (A) one percent (1%) of the outstanding principal balance of the Loan being prepaid or (B) the excess, if any, of (1) the sum of the present values of all then-scheduled payments of principal and interest under this Agreement including, but not limited to, principal and interest on the Maturity Date (with each such payment discounted to its present value at the date of prepayment at the rate which, when compounded monthly, is equivalent to the Prepayment Rate), over (2) the outstanding principal amount of the Loan. Lender shall notify Borrower of the amount and the basis of determination of the required prepayment consideration. (b) On until the Payment Date that is one month three (3) months prior to the Maturity Date (the “Open Prepayment Date, and on each day thereafter through the Maturity Date”), Borrower may, at its option, prepay the Debt without payment of any Prepayment Consideration or other penalty or premium; PROVIDED, HOWEVER, if such prepayment is not paid on a regularly scheduled Payment Date, the Debt shall include interest that would have accrued on such prepayment through option and including the day immediately preceding the Maturity Date. Borrower's right to prepay any portion of the principal balance of the Loan shall be subject to (i) Borrower's submission of a notice to Lender setting forth the amount to be prepaid and the projected date of prepayment, which date shall be upon no less than thirty (30) days from the date of such notice, and (ii) Borrower's actual payment prior notice to Lender specifying the Payment Date on which prepayment is to be made (a “Prepayment Date”), prepay the Debt in whole or in part provided that Borrower shall, simultaneously with such prepayment, pay the Yield Maintenance Premium. On the Open Prepayment Date, or on any Payment Date thereafter, Borrower may, at its option and upon no less than thirty (30) days prior notice to Lender specifying the Prepayment Date, prepay the Debt in whole or in part without payment of the amount Yield Maintenance Premium or any other penalty or fee. If for any reason Borrower prepays the Loan on a date other than a Payment Date, Borrower shall pay Lender, in addition to the Debt, all interest which would have accrued for the full Accrual Period during which the prepayment occurs. Notwithstanding the foregoing, Borrowers shall have the right to revoke a notice of prepayment by delivering written notice to Lender at any time before such prepayment is to be prepaid as set forth made and provided that Borrower reimburses Lender for any costs, expenses or losses incurred by Lender in connection with such notice on the projected date set forth in such notice or any day following such projected date occurring in the same calendar month as such projected dateand subsequent revocation thereof.

Voluntary Prepayments. (a) Except as otherwise provided herein, Borrower shall may not have the right to prepay the Loan in whole or in part Obligations, other than with respect to collections of Receivables, prior to the Permitted Prepayment Dateend of the Borrowing Period. After the Permitted Prepayment Date, Borrower may, provided it has given Lender prior written notice in accordance with the terms of this Agreement, may prepay the unpaid principal balance of the Loan Obligations in whole, but not in part, by paying, together with and terminate this Agreement on any Business Day after the amount to be prepaid, (i) interest accrued and unpaid on the outstanding principal balance termination of the Loan being prepaid to Borrowing Period and including the date of prepayment, (ii) unless prepayment is tendered on a Payment Date, an amount equal to the interest that would have accrued on the amount being prepaid after the date of prepayment through and including the next Payment Date had the prepayment not been made (which amount shall constitute additional consideration for the prepayment), (iii) all other sums then due under this Agreement, the Note, the Mortgage and the other Loan Documents, and (iv) if prepayment occurs prior to the Payment Date which is one month prior to the Maturity Date. The applicable Obligations to be prepaid as provided in this Section 2.5(a), a prepayment consideration as applicable, shall include (the "PREPAYMENT CONSIDERATION"i) equal all outstanding Advances made prior to the greater of such Prepayment Date, plus (Aii) one percent accrued and unpaid interest on all such outstanding Advances made prior to such Prepayment Date, plus (1%) of the outstanding principal balance of the Loan being prepaid or (Biii) the excessPrepayment Fee, if anyas applicable, of plus, (1iv) the sum of the present values of all then-scheduled payments of principal and interest any unpaid fees or expenses required to be paid by Borrower under this Agreement including, but and all other unpaid Obligations (other than indemnity obligations of Borrower under the Loan Documents that are not limited to, principal then due and interest on the Maturity Date (with each such payment discounted to its present value at the date of prepayment at the rate which, when compounded monthly, is equivalent to the Prepayment Rate), over (2) the outstanding principal amount of the Loan. Lender shall notify Borrower of the amount and the basis of determination of the required prepayment consideration. (b) On the Payment Date that is one month prior to the Maturity Date, and on each day thereafter through the Maturity Date, Borrower may, at its option, prepay the Debt without payment of payable or for which any Prepayment Consideration events or other penalty or premium; PROVIDED, HOWEVER, if such prepayment is not paid on a regularly scheduled Payment Date, the Debt shall include interest claims that would have accrued on give rise thereto are not then pending) in relation to such prepayment through and including the day immediately preceding the Maturity Date. Borrower's right to prepay any portion of the principal balance of the Loan shall be subject to (i) Borrower's submission of a notice to Lender setting forth the amount Obligations to be prepaid and on the projected date Prepayment Date. Borrower shall give the Agent written notice of prepayment, which date shall be no the proposed prepayment not less than thirty (30) calendar days in advance of the proposed Prepayment Date. Notwithstanding the above, Borrower shall be permitted to prepay the Obligations at any time (including during the Borrowing Period) without any obligation to pay the Prepayment Fee if Borrower is charged any increased costs or other amounts pursuant to Section 3.3 hereof. (b) Notwithstanding the provisions of Section 2.5(a) above, provided no Trigger Event, Default or Event of Default has occurred which is continuing, upon thirty (30) days’ prior written notice to Agent, Borrower may (upon the occurrence of a Permitted Securitization and no more than three (3) times in the aggregate during the Borrowing Period) prepay the Obligations in part in accordance with Section 2.5(c) below without the payment of the Prepayment Fee. (c) Immediately upon any Borrower’s or Holdings’ or its Securitization Affiliate’s receipt of any proceeds from any Permitted Securitization, all such proceeds shall be delivered to Agent in their original form for application to the date Obligations and, pending delivery to Agent, such Borrower, Holdings or Securitization Affiliate will hold such proceeds as agent for Agent and in trust for Agent. Provided no Trigger Event, Default or Event of Default has occurred which is continuing, Agent shall, upon receipt of such noticeproceeds, and (ii) Borrower's actual payment deliver to Lender Borrower such releases of Liens prepared by Borrower necessary to permit the amount to be prepaid as set forth in such notice on transactions contemplated by the projected date set forth in such notice or any day following such projected date occurring in the same calendar month as such projected datePermitted Securitization.

Voluntary Prepayments. (a) 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. After the Permitted Prepayment Date, Borrower may, provided it has given Lender prior written notice in accordance with the terms of this Agreement, prepay the unpaid principal balance of the Loan in whole, but not in part, by paying, together with the amount to be prepaid, (i) interest accrued and unpaid on the outstanding principal balance of the Loan being prepaid to and including the date of prepayment, (ii) unless prepayment is tendered on a Payment Date, an amount equal to the interest that would have accrued on the amount being prepaid after the date of prepayment through and including the next Payment Date had the prepayment not been made (which amount shall constitute additional consideration for the prepayment), (iii) all other sums then due under this Agreement, the Note, the Mortgage and the other Loan Documents, and (iv) if prepayment occurs prior to the Payment Date which is one month prior to the Maturity Date, a prepayment consideration (the "PREPAYMENT CONSIDERATION") equal to the greater of (A) one percent (1%) of the outstanding principal balance of the Loan being prepaid or (B) the excess, if any, of (1) the sum of the present values of all then-scheduled payments of principal and interest under this Agreement including, but not limited to, principal and interest on the Maturity Date (with each such payment discounted to its present value at the date of prepayment at the rate which, when compounded monthly, is equivalent to the Prepayment Rate), over (2) the outstanding principal amount of the Loan. Lender shall notify Borrower of the amount and the basis of determination of the required prepayment consideration. (b) On the Payment Date that is one month prior to the Maturity Date, and on each day thereafter through the Maturity Date, Borrower may, at its optionany time, terminate financing under this Agreement and prepay the Debt without payment Indebtedness in full (a “Voluntary Termination”) by providing Lender with written notice (the “Termination Notice”) at least ninety (90) calendar days prior 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 Prepayment Consideration Loan Document, no termination of financing under this Agreement shall affect Lender’s rights or other penalty or premium; PROVIDED, HOWEVER, if such prepayment is not paid on a regularly scheduled Payment any of the Indebtedness existing as of the Termination Date, and the Debt shall include interest that would have accrued on such prepayment through and including the day immediately preceding the Maturity Date. Borrower's right to prepay any portion of the principal balance provisions of the Loan Documents shall be subject to (i) Borrower's submission of a notice to Lender setting forth the amount continue to be prepaid 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 the Collateral Agent for the benefit of Lender under the Loan Documents and the projected date financing statements filed pursuant thereto and the rights and powers of prepayment, Secured Parties thereunder shall continue in full force and effect until (a) all of the Indebtedness (other than indemnity obligations under the Loan Documents that are not then due and payable or for which date shall be no less than thirty (30any events or claims that would give rise thereto are not then pending) days from the date of such noticehas been fully performed and indefeasibly paid in full in cash, and (iib) Borrower's actual payment financing under this Agreement has been terminated, as provided herein. Lender hereby agrees to Lender give Borrower written confirmation of the amount to be prepaid as set forth of the Indebtedness in such notice on the projected date set forth in such notice or any day a timely fashion following such projected date occurring in the same calendar month as such projected datereceipt of a Termination Notice.

Voluntary Prepayments. (a) Except as otherwise provided hereinin this Section 2.3 and Section 2.2.7, Borrower shall not have the right to prepay the Loan in whole or in part prior to the Permitted Prepayment Release Date. After . (b) From and after the Permitted Prepayment Release Date, but not prior thereto, Borrower may prepay the Debt in whole or in part, without any premium or penalty provided that, subject to the provisions of clause (c) of this Section 2.3.1, and whether or not such prepayment shall occur on a Payment Date, Borrower mayshall pay to Lender, provided it has given Lender prior written notice simultaneously with such prepayment, the interest that would have accrued at the Floating Rate on the amount then prepaid through the end of the Interest Period in accordance with which such prepayment occurs, notwithstanding that such Interest Period extends beyond the terms date of this Agreementprepayment. Such prepayment shall be applied, prepay first, to interest on the unpaid principal balance amount of the Loan in whole, but not in part, by paying, together with being prepaid that would have accrued at the Floating Rate on the amount prepaid through the end of the Interest Period in which such prepayment occurs, notwithstanding that such Interest Period extends beyond the date of prepayment, and second to be prepaid, (i) interest accrued all other amounts then due to Lender under this Agreement or any of the other Loan Documents and unpaid on finally to the outstanding principal balance of the Loan being Loan. (c) In addition to the provisions of clause (b) of this Section 2.3.1, it is agreed that in the event that the Debt is prepaid during the period commencing on the first day after a Payment Date and ending on (but including) the last day of Interest Period in which such prepayment occurs (e.g., assuming solely for the purposes of illustration, that the Payment Date is a Business Day, the 10th, 11th, 12th, 13th and 14th day, inclusive, of each month), Borrower will pay to and including the date of Lender, simultaneously with such prepayment, interest on the principal amount of the Loan prepaid through the last day of the Interest Period immediately following the Interest Period in which such prepayment occurs, calculated at the Floating Rate. In the event that such prepayment occurs prior to the Determination Date for the Interest Period immediately following the Interest Period in which such prepayment occurs, it may be impossible at such time for Borrower and Lender to calculate with certainty the interest that would have accrued at the Floating Rate on the amount then prepaid through the end of the Interest Period following 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 following the Interest Period in which such prepayment occurs, the interest that would have accrued at the Floating Rate on the amount then prepaid through the end of the Interest Period following 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) the LIBOR Rate applicable to the Interest Period in which such prepayment occurs, plus (ii) unless the LIBOR Spread, plus (iii) 1.00%. Thereafter, on the Determination Date applicable to the Interest Period following the Interest Period in which such prepayment occurs, Lender shall determine the Floating Rate as if such prepayment had not occurred. If it is tendered on a Payment Datedetermined by Lender that the Floating Rate for the Interest Period following 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 that would have accrued on paid by Borrower for the Interest Period following the Interest Period in which such prepayment occurs calculated at the Assumed Note Rate and the amount being prepaid after of interest for said Interest Period calculated at the date of prepayment through and including actual Floating Rate. Alternatively, in the next Payment Date had event that it is determined that the prepayment not been made (actual Floating Rate applicable to the Interest Period following the Interest Period in which amount shall constitute additional consideration for the prepayment), (iii) all other sums then due under this Agreement, the Note, the Mortgage and the other Loan Documents, and (iv) if such prepayment occurs prior is greater than the Assumed Note Rate, Borrower shall promptly pay to Lender, without additional interest or other late charges or penalties (and in no event later than the Payment Date which is one month prior to 9th day of the Maturity Date, a prepayment consideration (the "PREPAYMENT CONSIDERATION"following month) an amount equal to the greater of (A) one percent (1%) of difference between the outstanding principal balance of interest paid by Borrower for the Loan being prepaid or (B) Interest Period following the excess, if any, of (1) the sum of the present values of all then-scheduled payments of principal and interest under this Agreement including, but not limited to, principal and interest Interest Period in which such prepayment occurs on the Maturity Date (with each such payment discounted to its present value prepaid amount calculated at the date Assumed Note Rate and the amount of prepayment interest for said Interest Period calculated at the rate which, when compounded monthly, is equivalent to the Prepayment actual Floating Rate), over (2) the outstanding principal amount of the Loan. Lender shall notify Borrower of the amount and the basis of determination of the required prepayment consideration. (b) On the Payment Date that is one month prior to the Maturity Date, and on each day thereafter through the Maturity Date, Borrower may, at its option, prepay the Debt without payment of any Prepayment Consideration or other penalty or premium; PROVIDED, HOWEVER, if such prepayment is not paid on a regularly scheduled Payment Date, the Debt shall include interest that would have accrued on such prepayment through and including the day immediately preceding the Maturity Date. Borrower's right to prepay any portion of the principal balance of the Loan shall be subject to (i) Borrower's submission of a notice to Lender setting forth the amount to be prepaid and the projected date of prepayment, which date shall be no less than thirty (30) days from the date of such notice, and (ii) Borrower's actual payment to Lender of the amount to be prepaid as set forth in such notice on the projected date set forth in such notice or any day following such projected date occurring in the same calendar month as such projected date.

Voluntary Prepayments. (a) 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. After the Permitted Prepayment Date, Borrower may, provided it has given Lender prior written notice in accordance with the terms of this Agreement, prepay the unpaid principal balance of the Loan in whole, but (subject to Section 2.3.1(b) below) not in part, by paying, together with the amount to be prepaid, (i) interest accrued and unpaid on the outstanding principal balance of the Loan being prepaid to and including the date of prepayment, (ii) unless prepayment is tendered on a Payment Date, an amount equal to the interest that would have accrued on the amount being prepaid after the date of prepayment through and including the next Payment Date had the prepayment not been made (which amount shall constitute additional consideration for the prepayment), (iii) all other sums then due under this Agreement, the NoteNotes, the Mortgage Mortgages and the other Loan Documents, and (iv) if the prepayment occurs prior to the Payment Date date which is one month prior to the Maturity Date, a prepayment consideration (the "PREPAYMENT CONSIDERATION") equal to the greater of (A) one percent (1%) of the outstanding principal balance of the Loan being prepaid or (B) the excess, if any, of (1) the sum of the present values of all then-scheduled payments of principal and interest under this Agreement including, but not limited to, principal and interest on the Maturity Date (with each such payment discounted to its present value at the date of prepayment at the rate which, when compounded monthly, is equivalent to the Prepayment Rate), over (2) the aggregate outstanding principal amount of the LoanNotes. Lender shall notify Borrower of the amount and the basis of determination of the required prepayment consideration.: (b) On After the Permitted Prepayment Date, Borrower may, provided it has satisfied the Partial Prepayment Conditions, prepay the unpaid principal balance of any one or more individual Notes (such Note or Notes being the "RELEASE NOTE") in whole, but not in part, and obtain a release of the Related Documents, by paying, (i) an amount equal to 115% of the outstanding principal balance of the Release Note (such amount being referred to herein as the "RELEASE PRINCIPAL PAYMENT"), (ii) interest accrued and unpaid on the Release Principal Payment at the applicable Interest Rate to and including the date of prepayment, (iii) unless prepayment is tendered on a Payment Date, an amount equal to the interest that would have accrued on the Release Principal Payment after the date of prepayment through and including the next Payment Date that is one month prior had the prepayment not been made (which amount shall constitute additional consideration for the prepayment), (iv) all other sums then due under this Agreement, the Release Note, the Release Mortgage and the other Loan Documents, and (v) the Prepayment Consideration (calculated on the amount of the Release Principal Payment). From the Release Principal Payment, an amount equal to 15% of the outstanding principal balance of the Release Note shall be applied to the Maturity outstanding principal balance of the Remaining Note; the Monthly Debt Service Payment Amount under the Remaining Note shall be recalculated based on the Initial Rate and the unpaid principal balance effective as of the day following the next occurring Payment Date. Lender promptly shall notify Borrower in writing of the new Monthly Debt Service Payment Amount with respect to the Remaining Note. (c) On October 1, 2008, and on each day thereafter through the Maturity Date, Borrower may, at its option, prepay the Debt in whole or in part (including a Hyper-Am Prepayment) without payment of any Prepayment Consideration or other penalty or premium; PROVIDED, HOWEVER, if such prepayment (other than a Hyper-Am Prepayment) is not paid on a regularly scheduled Payment Date, the Debt such prepayment shall include interest that would have accrued on such prepayment through and including the day immediately preceding the Maturity next Payment Date. Except in connecton with a Hyper-Am Prepayment, Borrower's right to prepay any portion of the principal balance of the Loan shall be subject to (i) Borrower's submission of a notice to Lender setting forth the amount to be prepaid and the projected date of prepayment, which date shall be no less than thirty (30) days from the date of such notice, and (ii) Borrower's actual payment to Lender of the amount to be prepaid as set forth in such notice on the projected date set forth in such notice or any day following such projected date occurring in the same calendar month as such projected date.

Voluntary Prepayments. (a) Except as otherwise provided hereinin Section 2.3.1(c), this Section 2.4.1, Section 2.4.2, Section 2.5.2 and Section 2.8(h), Borrower shall not have the right to prepay the Loan in whole or in part prior to part. (b) From and after the Permitted Prepayment Date. After the Permitted Prepayment Closing Date, Borrower maymay prepay up to the Free Prepayment Amount without the payment of any Spread Maintenance Payment or any other fee or penalty; provided, provided it has given Lender prior written notice however, that the following conditions are satisfied: (i) such prepayment is made in accordance connection with the terms release of an Individual Property pursuant to Section 2.5.2 below, (ii) no prepayment shall be permitted on any date 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, and (iii) Borrower pays to Lender the amounts required pursuant to Section 2.4.1(d)(iv)(A) and (B) below. (c) On and after the Prepayment Release Date, Borrower may prepay the Loan in part at any time if such prepayment is made in connection with Borrower's election to prepay a portion of the Loan in order to effect a Cash Sweep Event Cure resulting from a Debt Yield Trigger or in order to satisfy the Ongoing Debt Yield test set forth in Section 2.5, Section 2.8 or any other Section of this Agreement; provided, however, that (i) no Event of Default then exists; (ii) Borrower gives Lender not less than ten (10) days written notice of the amount of the Loan that Borrower intends to prepay (or any shorter time frame specifically permitted in this Agreement with respect to such prepayment); and (iii) Borrower pays to Lender the unpaid amounts required to be paid pursuant to Sections 2.4.1(d)(iv)(A), (B) and (C) below in addition to the outstanding principal balance amount of the Loan or portion thereof to be prepaid. (d) On and after the Prepayment Release Date, Borrower may prepay the Loan in whole, or in part if such prepayment is made in connection with the release of an Individual Property pursuant to Section 2.5.2 below, provided that (i) no Event of Default then exists; (ii) Borrower gives Lender not less than ten (10) and not more than sixty (60) days’ prior written notice of the amount of the Loan that Borrower intends to prepay; (iii) no prepayment shall be permitted on any date during the period commencing on the first calendar day immediately following a Payment Date to, but not including, the Determination Date in partsuch calendar month; and (iv) Borrower pays Lender, by paying, together with in addition to the outstanding principal amount or portion thereof of the Loan to be prepaid, (iA) all interest accrued and unpaid on the outstanding principal balance of the Loan being prepaid to and including the date of prepayment, (ii) unless prepayment is tendered on a Payment Date, an amount equal to the interest that which would have accrued on the amount being prepaid after of the date of prepayment Loan to be paid through and including the next last day of the Interest Period related to the Payment Date had next occurring following the date of such prepayment, or, if such prepayment not been made occurs on a Payment Date, through and including the last day of the Interest Period related to such Payment Date; (which amount shall constitute additional consideration for the prepayment), (iiiB) all other sums then due and payable under this Agreement, the Note, the Mortgage and the other Loan Documents, and (iv) if prepayment occurs prior to the Payment Date which is one month prior to the Maturity Date, a prepayment consideration (the "PREPAYMENT CONSIDERATION") equal to the greater of (A) one percent (1%) of the outstanding principal balance of the Loan being prepaid or (B) the excess, if any, of (1) the sum of the present values of all then-scheduled payments of principal and interest under this Agreement including, but not limited to, principal and interest on the Maturity Date (with each such payment discounted to its present value at the date of prepayment at the rate which, when compounded monthly, is equivalent to the Prepayment Rate), over Breakage Costs and all of Lender’s costs and expenses (2including reasonable attorney’s fees and disbursements) the outstanding principal amount of the Loan. incurred by Lender shall notify Borrower of the amount in connection with such prepayment; and the basis of determination of the required prepayment consideration. (bC) On the Payment Date that is one month prior to the Maturity Date, and on each day thereafter through the Maturity Date, Borrower may, at its option, prepay the Debt without payment of any Prepayment Consideration or other penalty or premium; PROVIDED, HOWEVER, if such prepayment is not paid made on a regularly scheduled Payment Date, or prior to the Debt shall include interest that would have accrued on such prepayment through and including the day immediately preceding the Maturity Date. Borrower's right Spread Maintenance End Date with respect to prepay any portion of the principal balance Loan (or if such prepayment is in connection with a release of an Individual Property, that portion of the Loan prepayment which, when aggregated with all prior prepayments in connection with releases of Individual Properties, is in excess of the Free Prepayment Amount), the Spread Maintenance Payment. If a notice of prepayment is given by Borrower to Lender pursuant to this Section 2.4.1(d), the amount designated for prepayment and all other sums required under this Section 2.4 shall be subject to (i) Borrower's submission of a due and payable on the proposed prepayment date. Any prepayment notice to Lender setting forth the amount to be prepaid and the projected date of prepayment, which date shall be no less than thirty (30) days from revocable provided that Borrower shall, if it revokes the date of such notice, and (ii) Borrower's actual be responsible for the payment to Lender of the amount to be prepaid as set forth Breakage Costs and all of Lender’s costs and expenses (including reasonable attorney’s fees and disbursements) incurred by Lender in connection with such notice on the projected date set forth in such notice or any day following such projected date occurring in the same calendar month as such projected datecanceled prepayment.

Voluntary Prepayments. (a) Except as otherwise provided hereinin connection with a Replacement Property Transaction, Borrower shall not have the right to prepay the Loan in whole or in part prior to the Permitted Prepayment Datepart. After the Permitted Prepayment Date, Borrower may, provided at any time, prepay the Loan in full in connection with a Replacement Property Transaction. Upon identifying a Replacement Property, Borrower and Lender shall use commercially reasonable efforts to effectuate the Replacement Property Transaction and minimize all costs, fees (including consent fees), taxes and expenses incurred by Borrower and Lender in consummating the Replacement Property Transaction (it has given being understood that as used in connection with Borrower’s obligations to effectuate the Replacement Property Transaction, “commercially reasonable efforts” shall not require Borrower to (i) take any action that would result in a breach of the Permitted JPM Indebtedness Documents or the Permitted Indenture Documents, (ii) require payment of more than its Proportional Share of any actual, out-of-pocket fees (however denominated) to any other party 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 the Permitted Indenture Notes (without limitation to Borrower’s obligation to minimize any such costs, Lender prior 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 notice 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 full upon consummation of the Replacement Property Transaction in accordance with the terms of this Agreement, prepay the unpaid principal balance of the Loan in whole, but not in part, by paying, together with the amount to be prepaid, (i) interest accrued and unpaid on the outstanding principal balance of the Loan being prepaid to and including the date of prepayment, (ii) unless prepayment is tendered on a Payment Date, an amount equal to the interest that would have accrued on the amount being prepaid after the date of prepayment through and including the next Payment Date had the prepayment not been made (which amount shall constitute additional consideration for the prepayment), (iii) all other sums then due under this Agreement, the Note, the Mortgage and the other Loan Documents, and (iv) if prepayment occurs prior to the Payment Date which is one month prior to the Maturity Date, a prepayment consideration (the "PREPAYMENT CONSIDERATION") equal to the greater of (A) one percent (1%) of the outstanding principal balance of the Loan being prepaid or (B) the excess, if any, of (1) the sum of the present values of all then-scheduled payments of principal and interest under this Agreement including, but not limited to, principal and interest on the Maturity Date (with each such payment discounted to its present value at the date of prepayment at the rate which, when compounded monthly, is equivalent to the Prepayment Rate), over (2) the outstanding principal amount of the Loan. Lender shall notify Borrower of the amount and the basis of determination of the required prepayment considerationdefinition thereof. (b) On Each of Borrower and Lender shall, and shall cause its Affiliates to, (x) file or cause to be filed, as promptly as practicable, and in any event no later than fifteen (15) days, following the Payment Date that is one month prior date on which Borrower and Lender agree to the Maturity DateReplacement Property Transaction, all applications and supporting documentation necessary to obtain all Gaming Licenses and other necessary approvals from all gaming authorities and other Governmental Authorities as required under Applicable Law (including applicable Gaming Regulations) to own the Property and consummate the Replacement Property Transaction (the “Required Governmental Approvals”) and (y) use reasonable best efforts to obtain the Required Governmental Approvals as promptly as practicable. (c) Each of Borrower and Lender shall furnish to the other party such necessary information and reasonable assistance as such party may reasonably request in connection with the foregoing. Subject to Applicable Laws relating to the exchange of information, outside counsel for Lender and Borrower shall have the right to review in advance, and on to the extent practicable each day thereafter through party shall consult with the Maturity Dateother in connection with, all of the information relating to the Lender or Borrower, as the case may be, and any of their respective subsidiaries, that appears in any filing made with, or written materials submitted to, any Person and/or any Governmental Authority in connection with the Replacement Property Transaction; provided, that the foregoing shall not apply to applications made with respect to Gaming Licenses and other gaming approvals required under applicable Gaming Regulations that include personal identifying information or other similarly sensitive information (as reasonably determined by such party in good faith). In exercising the foregoing rights, each of Lender and Borrower may, at its option, prepay shall act reasonably and as promptly as practicable. Subject to Applicable Law and the Debt without payment instructions of any Prepayment Consideration Governmental Authority, Lender and Borrower shall keep the other party reasonably apprised of the status of matters relating to the completion of the Replacement Property Transaction, including promptly furnishing the other party with copies of notices or other penalty written substantive communications received from any Governmental Authority and/or other Person with respect to such Replacement Property Transaction and, to the extent practicable under the circumstances, shall provide the other party with the opportunity to participate in any meeting with any Governmental Authority in respect of any substantive filing, investigation or premium; PROVIDED, HOWEVER, if such prepayment is not paid on a regularly scheduled Payment Date, other inquiry in connection with the Debt shall include interest that would have accrued on such prepayment through and including the day immediately preceding the Maturity Date. Borrower's right to prepay any portion of the principal balance of the Loan shall be subject to (i) Borrower's submission of a notice to Lender setting forth the amount to be prepaid and the projected date of prepayment, which date shall be no less than thirty (30) days from the date of such notice, and (ii) Borrower's actual payment to Lender of the amount to be prepaid as set forth in such notice on the projected date set forth in such notice or any day following such projected date occurring in the same calendar month as such projected dateReplacement Property Transaction.

Voluntary Prepayments. (a) 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. After On or after the Permitted Prepayment Date, Borrower may, provided it has given Lender prior written notice in accordance with the terms of this Agreement, prepay the unpaid principal balance of the Loan in whole, but not in part, by paying, together with the amount to be prepaid, (i) interest accrued and unpaid on the outstanding principal balance of the Loan being prepaid to and including the date of prepayment, (ii) unless prepayment is tendered on a Payment Date, an amount equal to the interest that would have accrued on the amount being prepaid after the date of prepayment through and including the next Payment Date had the prepayment not been made (which amount shall constitute additional consideration for the prepayment), (iii) all other sums then due under this Agreement, the Note, the Mortgage and the other Loan Documents, and (iv) if prepayment occurs prior to the Payment Date which is one month prior to the Maturity Date, a prepayment consideration (the "PREPAYMENT CONSIDERATION") equal to the greater of (A) one percent (1%) of the outstanding principal balance of the Loan being prepaid or (B) the excess, if any, of (1) the sum of the present values of all then-scheduled payments of principal and interest under this Agreement including, but not limited to, principal and interest on the Maturity Date (with each such payment discounted to its present value at the date of prepayment at the rate which, when compounded monthly, is equivalent to the Prepayment Rate), over (2) the outstanding principal amount of the Loan. Lender shall notify Borrower of the amount and the basis of determination of the required prepayment consideration. (b) On the Payment Date that is one month prior to the Maturity Date, and on each day thereafter through the Maturity Date, Borrower may, at its option, prepay the Debt without payment of any Prepayment Consideration or other penalty or premium; PROVIDED, HOWEVER, if such prepayment is not paid on a regularly scheduled Payment Date, the the. Debt shall include interest that would have accrued on such prepayment through and including the day immediately preceding the Maturity Date. Borrower's right to prepay any portion of the principal balance of the Loan shall be subject to (i) Borrower's submission of a notice to Lender setting forth the amount to be prepaid and the projected date of prepayment, which date shall be no less than thirty (30) days from the date of such notice, and (ii) Borrower's actual payment to Lender of the amount to be prepaid as set forth in such notice on the projected date set forth in such notice or any day following such projected date occurring in the same calendar month as such projected date.

Voluntary Prepayments. (a) Except as otherwise expressly provided hereinin this Section 2.4, Borrower shall not have the right to prepay the Loan in whole or in part prior to the Permitted Prepayment Date. After the Permitted Prepayment Date, Borrower may, provided it has given Lender prior written notice in accordance with the terms of this Agreement, prepay the unpaid principal balance of the Loan in whole, but not in part, by paying, together with the amount to be prepaid, (i) interest accrued and unpaid on the outstanding principal balance of the Loan being prepaid to and including the date of prepayment, (ii) unless prepayment is tendered on a Payment Date, an amount equal to the interest that would have accrued on the amount being prepaid after the date of prepayment through and including the next Payment Date had the prepayment not been made (which amount shall constitute additional consideration for the prepayment), (iii) all other sums then due under this Agreement, the Note, the Mortgage and the other Loan Documents, and (iv) if prepayment occurs prior to the Payment Date which is one month prior to the Maturity Date, a prepayment consideration (the "PREPAYMENT CONSIDERATION") equal to the greater of (A) one percent (1%) of the outstanding principal balance of the Loan being prepaid or (B) the excess, if any, of (1) the sum of the present values of all then-scheduled payments of principal and interest under this Agreement including, but not limited to, principal and interest on the Maturity Date (with each such payment discounted to its present value at the date of prepayment at the rate which, when compounded monthly, is equivalent to the Prepayment Rate), over (2) the outstanding principal amount of the Loan. Lender shall notify Borrower of the amount and the basis of determination of the required prepayment consideration. (b) On any Business Day after the Payment Permitted Prepayment Date that is one month prior to the Maturity Date, and on each day thereafter through the Maturity Date, Borrower may, at its option, prepay the Debt without payment of any Prepayment Consideration or other penalty or premium; PROVIDEDin full (but not in part), HOWEVER, if such prepayment is not paid on a regularly scheduled Payment Date, the Debt shall include interest provided that would have accrued on such prepayment through and including the day immediately preceding the Maturity Date. Borrower's right to prepay any portion of the principal balance of the Loan shall be subject to (i) Borrower's submission of Borrower submits a notice to Lender setting forth the amount to be prepaid and the projected date of prepayment, which date shall be no less than thirty (30) days from the date of such notice, and (ii) Borrower pays to Lender (A) the unpaid principal amount of the Note, (B) all interest accrued and unpaid on the principal balance of the Note to and including the date of prepayment, (C) all other sums due under the Note, this Agreement and the other Loan Documents, (D) if such prepayment occurs prior to the Permitted Par Prepayment Date, the Yield Maintenance Premium, and (E) if such prepayment is not paid on a regularly scheduled Payment Date (or, if such day is not a Business Day, the immediately preceding Business Day), interest for the full Accrual Period during which the prepayment occurs. (c) Provided no Default or Event of Default has occurred and is continuing, on any Business Day on or before October 1, 2011 (such date, the “Permitted Paydown Date”), Borrower has a one-time right to prepay a portion of the Debt (such amount, the “Permitted Paydown Amount”), without payment of any yield maintenance or other premium, in an amount sufficient to reduce the outstanding principal balance of the Loan to Eighteen Million Six Hundred Ninety Thousand and No/100 Dollars ($18,690,000.00) (a “Permitted Paydown Event”); provided, however, Borrower shall be required to (A) pay, together with such Permitted Paydown Amount, (i) interest accrued and unpaid on the outstanding principal balance of the Loan to and including such Permitted Paydown Date, (ii) on or after the Securitization Date, unless the Permitted Paydown Amount is tendered on a Payment Date (or, if such day is not a Business Day, the immediately preceding Business Day), an amount equal to the interest for the full Accrual Period during which such prepayment occurs, and (iii) all other sums then due under this Agreement, the Note, the Mortgages and the other Loan Documents, and (B) reimburse Lender for any costs and expenses Lender incurs in connection with the Permitted Paydown Event, including, but not limited to, reasonable attorneys’ fees and expenses. Borrower's ’s right to prepay the principal balance of the Loan pursuant to this subsection shall be subject to (i) Borrower’s submission of a notice to Lender setting forth the Permitted Paydown Date, which date shall be no less than thirty (30) days from the date of such notice, and (ii) Borrower’s actual payment to Lender of the amount of the Permitted Paydown Amount and the other amounts required to be prepaid as set forth in such notice on the projected date set forth in such notice or any day following such projected date occurring in the same calendar month as such projected date.paid therewith under this Section 2.4.1(c). For purposes hereof, the

Voluntary Prepayments. (a) 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. After the Permitted Prepayment Date, Borrower may, provided it has given Lender prior written notice in accordance with the terms of this Agreement, prepay the unpaid principal balance of the Loan in whole, but not in part, by paying, together with the amount to be prepaid, (i) interest accrued and unpaid on the outstanding principal balance of the Loan being prepaid to and including the date of prepayment, (ii) unless prepayment is tendered on a Payment Date, an amount equal to the interest that would have accrued on the amount being prepaid after the date of prepayment through and including the next Payment Date had the prepayment not been made (which amount shall constitute additional consideration for the prepayment), (iii) all other sums then due under this Agreement, the Note, the Mortgage and the other Loan Documents, and (iv) if prepayment occurs prior to the Payment Date which is one month prior to the Maturity Date, a prepayment consideration (the "PREPAYMENT CONSIDERATION") equal to the greater of (A) one percent (1%) of the outstanding principal balance of the Loan being prepaid or (B) the excess, if any, of (1) the sum of the present values of all then-scheduled payments of principal and interest under this Agreement including, but not limited to, principal and interest on the Maturity Date (with each such payment discounted to its present value at the date of prepayment at the rate which, when compounded monthly, is equivalent to the Prepayment Rate), over (2) the outstanding principal amount of the Loan. Lender shall notify Borrower of the amount and the basis of determination of the required prepayment consideration. (b) On the Payment Date that is one month prior to the Maturity Date, and on each day thereafter through the Maturity Date, The Borrower may, at its option, prepay the Debt without payment Loan in full or in part at any time and from time to time by notifying the Lender in writing not later than the date of any Prepayment Consideration or other penalty or premium; PROVIDED, HOWEVER, if such prepayment is not paid on a regularly scheduled Payment Date, the Debt shall include interest that would have accrued on such prepayment through and including the day immediately preceding the Maturity Date. Borrower's right to prepay any portion of specifying the principal balance amount of the Loan shall be subject to (i) Borrower's submission of a notice to Lender setting forth the amount to be prepaid and the projected date of prepayment. Each such notice shall be irrevocable and the amount specified in each such notice shall be due and payable on the date specified. Each partial prepayment of 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, which or, if less, the outstanding principal balance of the Loan. In the event any such prepayment 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 such prepayment plus (ii) 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 less than thirty premium or penalty payable by Borrower in the event that Borrower either (30y) days from prepays the Loan in full on or after the date of such notice, that is fifteen (15) Business Days prior to the Maturity Date and before the Maturity Date or (iiz) Borrower's actual payment to Lender of repays the amount to be prepaid as set forth Loan in such notice full on the projected date set forth in such notice or any day following such projected date occurring in the same calendar month as such projected dateMaturity Date.

Voluntary Prepayments. (a) 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 Datepart. After On and after the Permitted Prepayment Date, Borrower may, provided it no Event of Default has given Lender prior written notice in accordance with the terms of this Agreement, prepay the unpaid principal balance of the Loan in whole, but not in part, by paying, together with the amount to be prepaid, (i) interest accrued and unpaid on the outstanding principal balance of the Loan being prepaid to and including the date of prepayment, (ii) unless prepayment is tendered on a Payment Date, an amount equal to the interest that would have accrued on the amount being prepaid after the date of prepayment through and including the next Payment Date had the prepayment not been made (which amount shall constitute additional consideration for the prepayment), (iii) all other sums then due under this Agreement, the Note, the Mortgage and the other Loan Documents, and (iv) if prepayment occurs prior to the Payment Date which is one month prior to the Maturity Date, a prepayment consideration (the "PREPAYMENT CONSIDERATION") equal to the greater of (A) one percent (1%) of the outstanding principal balance of the Loan being prepaid or (B) the excess, if any, of (1) the sum of the present values of all then-scheduled payments of principal and interest under this Agreement including, but not limited to, principal and interest on the Maturity Date (with each such payment discounted to its present value at the date of prepayment at the rate which, when compounded monthly, is equivalent to the Prepayment Rate), over (2) the outstanding principal amount of the Loan. Lender shall notify Borrower of the amount and the basis of determination of the required prepayment consideration. (b) On the Payment Date that is one month prior to the Maturity Date, and on each day thereafter through the Maturity Date, Borrower mayoccurred, at its option, prepay the Debt without payment of any Prepayment Consideration or other penalty or premium; PROVIDEDin whole but not in part, HOWEVER, if such prepayment is not paid on a regularly scheduled Payment Dateprovided, the Debt following conditions are satisfied: (a) Borrower shall include interest that would have accrued on such prepayment through and including the day immediately preceding the Maturity Date. Borrower's right to prepay any portion of the principal balance of the Loan shall be subject to (i) Borrower's submission of a provide prior written notice to Lender setting forth specifying the amount date upon which the prepayment is to be prepaid and made (the projected date of prepayment"Prepayment Date"), which date notice shall be no delivered to Lender not less than thirty (30) days from the date prior to such Prepayment Date (or such shorter period of such notice, time as may be permitted by Lender in its sole discretion) and which notice shall be irrevocable; (iib) Borrower's actual payment Borrower shall pay to Lender simultaneously with such prepayment the Prepayment Fee, if any; (c) no prepayment 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 in its sole discretion; (d) if such prepayment is made on a Monthly 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 amount Note 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 Prepayment Date; and (e) if such prepayment is made on a day other than a Monthly Payment Date (subject to be prepaid as the lockout period set forth in clause (c) above), then in connection with such notice prepayment Borrower shall pay to Lender, simultaneously with such prepayment, all interest on the projected principal balance of this Note 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 Prepayment Date; provided, however, that if the Prepayment Date is a date set forth on or after the Determination Date in such notice or any day following such projected date occurring in the same 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 this Note 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 Monthly Payment Date shall be held by Lender as such projected datecollateral security for the Loan and shall be applied to the Debt on the next Monthly Payment Date.

Voluntary Prepayments. (a) 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 Datepart. After On and after the Permitted Prepayment Date, provided no Event of Default has occurred and is continuing, Borrower may, provided it has given Lender at its option and upon thirty (30) days’ prior written notice in accordance with the terms of this Agreementto Lender, prepay the unpaid principal balance of the Loan Debt in whole, whole but not in part; provided, however, any prepayment received by payingLender prior to March 9, together with the amount to 2009 shall be prepaid, accompanied by (i) interest accrued and unpaid on the outstanding principal balance of the Loan being prepaid to and including the date of prepaymentapplicable Prepayment Fee, (ii) unless prepayment is tendered on a Payment Date, an amount equal to the Breakage Costs and (iii) all interest that which would have accrued on the amount being prepaid after of the date of prepayment Loan to be paid through and including the next last day of the Interest Period related to the Monthly Payment Date had the prepayment not been made (which amount shall constitute additional consideration for the prepayment), (iii) all other sums then due under this Agreement, the Note, the Mortgage and the other Loan Documents, and (iv) if prepayment occurs prior to the Payment Date which is one month prior to the Maturity Date, a prepayment consideration (the "PREPAYMENT CONSIDERATION") equal to the greater of (A) one percent (1%) of the outstanding principal balance of the Loan being prepaid or (B) the excess, if any, of (1) the sum of the present values of all then-scheduled payments of principal and interest under this Agreement including, but not limited to, principal and interest on the Maturity Date (with each such payment discounted to its present value at next occurring following the date of prepayment at the rate whichsuch prepayment, when compounded monthly, is equivalent to the Prepayment Rate), over (2) the outstanding principal amount of the Loan. Lender shall notify Borrower of the amount and the basis of determination of the required prepayment consideration. (b) On the Payment Date that is one month prior to the Maturity Date, and on each day thereafter through the Maturity Date, Borrower may, at its option, prepay the Debt without payment of any Prepayment Consideration or other penalty or premium; PROVIDED, HOWEVERor, if such prepayment is not paid occurs on a regularly scheduled Monthly Payment Date, through and including the Debt 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 this Section 2.4.1, the amount designated for prepayment and all other sums required under this Section 2.4 shall include 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 that which would have accrued on such prepayment the amount of the Loan to be paid through and including the last day immediately preceding the Maturity Date. Borrower's right to prepay any portion of the principal balance of Interest Period related to the Loan shall be subject to (i) Borrower's submission of a notice to Lender setting forth the amount to be prepaid and the projected date of prepayment, which date shall be no less than thirty (30) days from Monthly Payment Date next occurring following the date of such noticeprepayment. No prepayment shall be permitted on any date during the period commencing on the first calendar day immediately following a Monthly Payment Date to, and (ii) Borrower's actual payment to Lender of but not including, the amount to be prepaid as set forth Determination Date in such notice on the projected date set forth calendar month, unless consented to by Lender in such notice or any day following such projected date occurring in the same calendar month as such projected dateits sole discretion.

Voluntary Prepayments. (a) Except as otherwise provided hereinPrior to the Lockout Release Date, Borrower shall not have the right to prepay outstanding principal amount of the Loan may not be prepaid in whole or in part prior to part. On any Payment Date occurring on, or after, the Permitted Prepayment Date. After the Permitted Prepayment Lockout Release Date, Borrower may, at its option and upon thirty (30) days prior notice to Lender, prepay the Debt in whole or in part; provided it has given that (i) no Event of Default exists; (ii) Borrower gives Lender not less than ten (10) and not more than sixty (60) Business Days prior written notice in accordance with of the terms of this Agreement, prepay the unpaid principal balance amount of the Loan that Borrower intends to prepay; and (iii) Borrower pays Lender, in whole, but not in part, by paying, together with addition to the outstanding principal amount of the Loan to be prepaid, (iA) all interest accrued and unpaid on the outstanding principal balance of the Loan being prepaid to and including the date of prepayment, (ii) unless prepayment is tendered on a Payment Date, an amount equal to the interest that which would have accrued on the amount being prepaid after of the date of prepayment Loan to be paid through and including the next last day of the Interest Period related to the Payment Date had next occurring following the date of such prepayment, or, if such prepayment not been made occurs on a Payment Date, through and including the last day of the Interest Period related to such Payment Date; (which amount shall constitute additional consideration for the prepayment), (iiiB) all other sums then due and payable under this Agreement, the Note, the Mortgage and the other Loan Documents, and (iv) if prepayment occurs prior to the Payment Date which is one month prior to the Maturity Date, a prepayment consideration (the "PREPAYMENT CONSIDERATION") equal to the greater of (A) one percent (1%) of the outstanding principal balance of the Loan being prepaid or (B) the excess, if any, of (1) the sum of the present values of all then-scheduled payments of principal and interest under this Agreement including, but not limited to, principal and interest on the Maturity Date (with each such payment discounted to its present value at the date of prepayment at the rate which, when compounded monthly, is equivalent to the Prepayment Rate), over Breakage Costs and all of Lender’s costs and expenses (2including reasonable attorney’s fees and disbursements) incurred by Lender in connection with such prepayment; and (C) the outstanding principal amount of the LoanPrepayment Premium, if any. Lender shall notify Borrower not be obligated to accept any prepayment unless it is accompanied by the applicable Prepayment Premium (if any) due in connection therewith. Any prepayment paid to Lender in connection with any release of the amount an Individual Property or part thereof (including any release under Section 2.5.4 and the basis Section 6.2 hereof) or an assignment of determination of the required prepayment consideration. (b) On the Payment Date that is one month prior to the Maturity Date, and on each day thereafter through the Maturity Date, Borrower may, at its option, prepay the Debt without payment of any Prepayment Consideration or other penalty or premium; PROVIDED, HOWEVER, if such prepayment is not paid on a regularly scheduled Payment Date, the Debt shall include interest that would have accrued on such prepayment through and including the day immediately preceding the Maturity Date. Borrower's right to prepay any portion of the principal balance of the Loan Mortgage shall be subject to applied (i) Borrower's submission 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 Lien of a Mortgage immediately following such release or assignment. Borrower’s notice of prepayment shall create an obligation of Borrower to prepay the Loan or portion thereof as set forth therein, but may be rescinded, from time to time, by a written notice to Lender setting forth and subsequently reinstated, from time to time, by a written notice (and in any event, following any such rescissions, Borrower shall always have the amount further right to be prepaid and the projected make a prepayment on any subsequent date of prepayment, which date shall be no less than 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 any such rescission of a notice of prepayment. Notwithstanding anything to the date of such noticecontrary contained herein, and (ii) Borrower's actual payment to Lender Borrower may not voluntarily make any prepayment of the amount to be prepaid as set forth in such notice on Loan during the projected date set forth in such notice or any period between the day following any Payment Date and the day preceding the next succeeding LIBOR Determination Date immediately following such projected date occurring in the same calendar month as such projected datePayment Date.

Voluntary Prepayments. (a) Except as otherwise provided herein, Borrower shall not have the right to voluntarily prepay the Loan Loan, in whole or in part prior to the Permitted Prepayment Date. After the Permitted Prepayment Date, Borrower may, provided it has given Lender prior written notice in accordance with the terms of this Agreement, prepay the unpaid principal balance of the Loan in whole, but not in part, by paying, together with at any time during the amount to be prepaid, (i) interest accrued and unpaid on the outstanding principal balance of the Loan being prepaid to and including the date of prepayment, (ii) unless prepayment is tendered on a Payment Date, an amount equal to the interest that would have accrued on the amount being prepaid after the date of prepayment through and including the next Payment Date had the prepayment not been made (which amount shall constitute additional consideration for the prepayment), (iii) all other sums then due under this Agreement, the Note, the Mortgage and the other Loan Documents, and (iv) if prepayment occurs prior to the Payment Date which is one month prior to the Maturity Date, a prepayment consideration (the "PREPAYMENT CONSIDERATION") equal to the greater of (A) one percent (1%) of the outstanding principal balance of the Loan being prepaid or (B) the excess, if any, of (1) the sum of the present values of all thenLock-scheduled payments of principal and interest under this Agreement including, but not limited to, principal and interest on the Maturity Date (with each such payment discounted to its present value at the date of prepayment at the rate which, when compounded monthly, is equivalent to the Prepayment Rate), over (2) the outstanding principal amount of the LoanOut Period. Lender shall notify Borrower of the amount and the basis of determination of the required prepayment consideration. (b) On the Payment Date that is one month prior to the Maturity Date, and on each day thereafter through the Maturity DateThereafter, Borrower may, at its option, prepay the Debt without payment Loan in whole or in part (except as otherwise expressly permitted herein), upon satisfaction of any the following conditions: (a) Borrower shall provide prior written notice to Lender specifying the date (the “Prepayment Consideration or other penalty or premium; PROVIDED, HOWEVER, if such Date”) upon which the prepayment is to be made, which notice shall be delivered to Lender not paid on less than ten (10) Business Days prior to such payment. (b) Borrower shall pay to Lender, simultaneously with such prepayment, (i) if the Prepayment Date is not a regularly scheduled Payment Date, the Debt shall include (A) all interest that would have accrued on such prepayment through and including the day immediately preceding the Maturity Date. Borrower's right to prepay any portion of the principal balance of the Loan shall be subject Note then being prepaid which would have accrued through the end of the Interest Period then in effect, calculated at (1) the Applicable Interest Rate if such prepayment occurs after the LIBOR Determination Date for the Interest Period in which such prepayment occurs or (2) the Assumed Note Rate if such prepayment occurs before the LIBOR Determination Date for the Interest Period in which such prepayment occurs (the “Interest Shortfall”) and (B) all Breakage Costs, if any, and without duplication of sums paid pursuant to clause (iA) Borrower's submission of a notice with respect to Lender setting forth the amount to be prepaid and the projected date of such prepayment, which date shall be no less than thirty (30) days from the date of such notice, and (ii) Borrower's actual payment to Lender a pro rata portion of the amount to be prepaid as set forth in such notice Additional Interest payable on the projected date set forth Maturity Date. (c) each prepayment shall be in such notice an aggregate principal amount of $1,000,000.00 or any day following such projected date occurring integral multiple of $100,000.00 in excess thereof. In addition to the foregoing, Borrower may at any time (1) prepay a portion of the Loan or (2) deposit a Letter of Credit, in each case in an amount and to the extent necessary to cure a Triggering Event and achieve the Required Ratio provided Borrower satisfies the conditions 2.3.1(b) hereof. Additionally, in the same calendar month as such projected dateevent that Mortgage Borrower sells the Property to an unrelated third party prior to the end of the Lock-Out Period, Borrower shall have the right to prepay the Loan in full notwithstanding that the Lock-Out Period is then in effect, provided the following conditions are satisfied: (i) no Event of Default has occurred and is continuing, (ii) Borrower pays all accrued and unpaid interest on the outstanding principal balance of the Loan through the date of prepayment, (iv) Borrower pays the Additional Interest, (v) Borrower pays the Spread Maintenance Payment, (vi) Borrower pays all Breakage Costs, if any, and (vi) Borrower pays all other sums due under this Agreement, the Note and the other Loan Documents. In the event of a sale of the Mortgaged Property from and after the Lock-Out Period, the Loan shall be and become due and payable with all of the provisions hereof being applicable thereto except that the Spread Maintenance Payment shall not be due.

Voluntary Prepayments. (a) Except as otherwise provided hereinBorrower may prepay all, Borrower shall but not have the right to prepay less than all, of the Loan in whole or in part at any time by giving Agent and each Lender not less than five Banking Days prior irrevocable written notice (the "Prepayment Notice") of Borrower's intention to prepay, which notice shall specify the Permitted date of prepayment (the "Prepayment Date"). After In the Permitted event that the Loan is not prepaid on the designated Prepayment Date, Borrower mayshall be entitled to reschedule such prepayment for up to three Banking Days from the originally scheduled Prepayment Date by at least one Banking Day's prior telephonic or telefaxed notice to Agent and each Lender and the Interest Rate for each such day shall equal Lender's overnight borrowing costs for funds plus 3.5% per annum. In the event that a Payment Period ends at any time after the receipt by Lender of the Prepayment Notice but before the prepayment by Borrower pursuant to the Prepayment Notice, provided it has a series of consecutive one day Payment Periods shall ensue for the Loan beginning immediately after the end of the Payment Period during which the Prepayment Notice was given Lender prior written notice in accordance with and continuing until the terms earlier of this Agreement, prepay the unpaid principal balance prepayment of the Loan in wholeor the next Payment Date, but not in part, by paying, and the Interest Rate for each such one-day Payment Period shall equal each Lender's overnight borrowing costs for funds plus 3.5% per annum. Any prepayment of the principal of the Loan under this Section 5.4 shall be made together with the amount to be prepaid, (i) interest accrued and unpaid on the outstanding principal balance of the Loan being prepaid to and including the date of prepayment, (ii) unless prepayment is tendered on a Payment Date, an amount equal to the interest that would have accrued on the amount being prepaid after the date of prepayment through and including the next Payment Date had the prepayment not been made (which amount shall constitute additional consideration for the prepayment), (iii) all other sums then due under this Agreement, the Note, the Mortgage and the other Loan Documents, and (iv) if prepayment occurs prior to the Payment Date which is one month prior to the Maturity Date, a prepayment consideration (the "PREPAYMENT CONSIDERATION") equal to the greater of (A) one percent (1%) of the outstanding principal balance of the Loan being prepaid or (B) the excess, if any, of (1) the sum of the present values of all then-scheduled payments of principal and interest under this Agreement including, but not limited to, principal and interest on the Maturity Date (with each such payment discounted to its present value at the date of prepayment at the rate which, when compounded monthly, is equivalent to the Prepayment Rate), over (2) the outstanding principal amount of the Loan. Lender shall notify Borrower of the amount and the basis of determination of the required prepayment consideration. (b) On the Payment Date that is one month prior to the Maturity Date, and on each day thereafter Loan through the Maturity Date, Borrower may, at its option, prepay the Debt without payment of any Prepayment Consideration or other penalty or premium; PROVIDED, HOWEVER, if such prepayment is not paid on a regularly scheduled Payment Date, the Debt shall include interest that would have accrued on such prepayment through and including the day immediately preceding the Maturity Date. Borrower's right to prepay any portion of the principal balance of the Loan shall be subject to (i) Borrower's submission of a notice to Lender setting forth the amount to be prepaid and the projected date of prepayment, which date shall be no less than thirty (30) days from the date of such noticeprepayment and all fees and expenses of Agent and each Lender due and payable pursuant to the Financing Documents, including any amounts due pursuant to Sections 7.1, 13.1 and (ii) Borrower's actual payment to Lender of the amount to be prepaid as set forth in such notice on the projected date set forth in such notice or any day following such projected date occurring in the same calendar month as such projected date13.

Voluntary Prepayments. (a) Except as otherwise provided hereinPrior to the Lockout Release Date, Borrower shall the Outstanding Principal Balance may not have the right to prepay the Loan be prepaid in whole or in part prior to part. On any Payment Date occurring on or after the Permitted Prepayment Date. After the Permitted Prepayment Lockout Release Date, Borrower may, provided it has given Lender at its option and upon thirty (30) days prior written notice in accordance with the terms of this Agreementto Lender, prepay the unpaid principal balance of the Loan Debt in whole, whole but not in partpart (except pursuant to Section 2.4.2 hereof); provided, by payinghowever, together with the amount to be prepaid, (i) interest accrued and unpaid on the outstanding principal balance of the Loan being prepaid to and including the date of prepayment, (ii) unless that any such prepayment is tendered on a Payment Date, an amount equal to the accompanied by (a) all interest that which would have accrued on the amount being prepaid after of the date of prepayment Loan to be paid through and including the next last day of the Interest Accrual Period related to the Payment Date had next occurring following the date of such prepayment, or, if such prepayment not been made occurs on a Payment Date, through and including the last day of the Interest Accrual Period related to such Payment Date; (which amount shall constitute additional consideration for b) the prepayment)Prepayment Premium, if applicable; and (iiic) all other sums then due and payable under this Agreement, the Note, the Mortgage and the other Loan Documents, and (iv) if prepayment occurs prior to the Payment Date which is one month prior to the Maturity Date, a prepayment consideration (the "PREPAYMENT CONSIDERATION") equal to the greater of (A) one percent (1%) of the outstanding principal balance of the Loan being prepaid or (B) the excess, if any, of (1) the sum of the present values of all then-scheduled payments of principal and interest under this Agreement including, but not limited to, principal the Breakage Costs, if any, and, if an Event of Default has occurred, any late fees and default interest on the Maturity Date required to be paid by Borrower hereunder as a result thereof and all of Lender’s costs and expenses (including, without limitation, reasonable attorney’s fees and disbursements) incurred by Lender in connection with each such payment discounted to its present value at the date of prepayment at the rate which, when compounded monthly, is equivalent prepayment. Notwithstanding anything to the Prepayment Rate)contrary set forth in this Agreement, over (2) no prepayment shall be permitted from and including the outstanding principal amount of the Loan. Lender shall notify Borrower of the amount and the basis of determination of the required prepayment consideration. (b) On the day following any Payment Date that is one month prior to the Maturity Date, and on each day thereafter through the Maturity Date, Borrower may, at its option, prepay the Debt without payment of any Prepayment Consideration or other penalty or premium; PROVIDED, HOWEVER, if such prepayment is not paid on a regularly scheduled Payment Date, the Debt shall include interest that would have accrued on such prepayment through and including the day immediately preceding next Determination Date succeeding such day. If the Maturity DatePrepayment 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 therewith. Borrower's Borrower shall have the right to prepay revoke or rescind in writing any portion notice of prepayment any time on or before the principal balance of the Loan shall be subject to (i) Borrower's submission of a notice to Lender setting forth the amount to be prepaid and the projected date of prepayment, which date shall be no less than thirty (30) days from the date of such notice, and (ii) Borrower's actual payment to Lender of the amount to be prepaid as set forth in such notice on the projected prepayment date set forth in Borrower’s notice of prepayment provided that Borrower pays to Lender concurrently with each such notice revocation or any day following rescission the sum of (i) all actual out-of-pocket costs and expenses incurred by Lender in connection with or as a result of such projected date occurring revocation or rescission, plus (ii) a fee in the same calendar month as such projected dateamount of $25,000.00.

Voluntary Prepayments. (a) Except as otherwise provided herein, Borrower shall not have the right to prepay the Loan in whole or in part prior to part. Provided no Event of Default shall have occurred and be continuing, Borrower shall have the Permitted Prepayment Date. After right, at any time after the Permitted Prepayment Closing Date, Borrower may, provided it has given Lender prior written notice in accordance with the terms of this Agreement, to prepay the unpaid principal balance of the Loan Debt in whole, whole (but not in part, by paying, together with the amount to be prepaid, ) upon (ia) interest accrued and unpaid on the outstanding principal balance of the Loan being prepaid to and including the date of prepayment, (ii) unless prepayment is tendered on a Payment Date, an amount equal to the interest that would have accrued on the amount being prepaid after the date of prepayment through and including the next Payment Date had the prepayment not been made (which amount shall constitute additional consideration for the prepayment), (iii) all other sums then due under this Agreement, the Note, the Mortgage and the other Loan Documents, and (iv) if prepayment occurs prior to the Payment Date which is one month prior to the Maturity Date, a prepayment consideration (the "PREPAYMENT CONSIDERATION") equal to the greater of (A) one percent (1%) of the outstanding principal balance of the Loan being prepaid or (B) the excess, if any, of (1) the sum of the present values of all then-scheduled payments of principal and interest under this Agreement including, but not limited to, principal and interest on the Maturity Date (with each such payment discounted to its present value at the date of prepayment at the rate which, when compounded monthly, is equivalent to the Prepayment Rate), over (2) the outstanding principal amount of the Loan. Lender shall notify Borrower of the amount and the basis of determination of the required prepayment consideration. (b) On the Payment Date that is one month prior to the Maturity Date, and on each day thereafter through the Maturity Date, Borrower may, at its option, prepay the Debt without payment of any Prepayment Consideration or other penalty or premium; PROVIDED, HOWEVER, if such prepayment is not paid on a regularly scheduled Payment Date, the Debt shall include interest that would have accrued on such prepayment through and including the day immediately preceding the Maturity Date. Borrower's right to prepay any portion of the principal balance of the Loan shall be subject to (i) Borrower's submission of a notice to Lender setting forth the amount to be prepaid and the projected date of prepayment, which date shall be no less than thirty (30) days from prior notice to Lender (or such shorter period of time as may be permitted by Lender in its sole discretion), specifying the date of such notice, Monthly Payment Date on which prepayment is to be made (a “Prepayment Date”) and (iib) Borrower's actual 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 on any date without payment of the amount Yield Maintenance Premium. Lender shall not be 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 Lender on a date other than a Monthly Payment 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 as set forth in such notice shall be applied to the Loan on the projected next Monthly Payment Date, with any interest on such funds paid to Borrower on such date set forth in such notice or any day following such projected date occurring in provided no Event of Default then exists. Any partial prepayment shall be applied to the same calendar month as such projected datelast payments of principal due under the Loan.

Voluntary Prepayments. (ai) 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. After the Permitted Prepayment Date, The Borrower may, from time to time, prepay, without premium or penalty (other than as specified in clause (D) below) all or any part of the principal under the Credit Facility, on any Interest Payment Date, provided it has given Lender that: (A) any partial prepayment shall be in a minimum principal amount of U.S.$10,000,000; (B) the Borrower shall give EXIM Bank ten (10) Business Days’ prior written notice in accordance with the terms of this Agreement, prepay the unpaid principal balance of the Loan in whole, but not in part, by paying, together with the proposed amount to be prepaid, (i) interest accrued and unpaid on the outstanding principal balance of the Loan being prepaid to and including the date of prepayment; (C) the Borrower shall pay in full all amounts due under the Credit Facility as of the date of such prepayment, (ii) unless prepayment is tendered on a Payment Date, an amount equal including all interest which has accrued to the interest that would have accrued on the amount being prepaid after the date of prepayment through and including on the next Payment Date had the prepayment not been made (which amount shall constitute additional consideration for the prepayment)principal prepaid, (iii) together with all other sums amounts then due under this AgreementAgreement or any Note as of the date of such prepayment; and (D) on the date of such prepayment, the Note, the Mortgage and the other Loan Documents, and (iv) if prepayment occurs prior Borrower shall pay to the Payment Date which is one month prior to the Maturity Date, EXIM Bank a prepayment consideration (the "PREPAYMENT CONSIDERATION") premium which shall be equal to the greater of amount by which (Aa) one percent (1%) the amount of the outstanding prepaid principal balance of the Loan being prepaid or is less than (B) the excess, if any, of (1b) the sum of the present values values, discounted from the remaining Repayment Dates to the date of all then-scheduled payments such prepayment, of (x) the installments of principal and being prepaid, plus (y) the amounts of interest under this Agreement including, but not limited to, which would otherwise have accrued on such principal and interest on to the Maturity Date remaining Interest Payment Dates. (with each such payment discounted ii) The annual discount rate used to its calculate the present value at amount in clause (a)(i)(D) of this Section 6.03 shall be that rate of interest specified as the current CIRR for the Business Day which is five (5) Business Days prior to the date of prepayment at the rate which, when compounded monthly, is equivalent for a period equal to the Prepayment Rate), over (2) the outstanding principal amount of the Loan. Lender shall notify Borrower of the amount and the basis of determination of the required prepayment considerationapplicable Maturity Period. (b) On the Payment Date that is one month prior to the Maturity Date, and on each day thereafter through the Maturity Date, Borrower may, at its option, prepay the Debt without payment of any Prepayment Consideration or other penalty or premium; PROVIDED, HOWEVER, if such prepayment is not paid on a regularly scheduled Payment Date, the Debt shall include interest that would have accrued on such prepayment through and including the day immediately preceding the Maturity Date. Borrower's right to prepay any portion of the principal balance of the Loan shall be subject to (i) Borrower's submission of a notice to Lender setting forth the amount to be prepaid and the projected date of prepayment, which date shall be no less than thirty (30) days from the date of such notice, and (ii) Borrower's actual payment to Lender of the amount to be prepaid as set forth in such notice on the projected date set forth in such notice or any day following such projected date occurring in the same calendar month as such projected date.

Voluntary Prepayments. (a) Except as otherwise expressly provided hereinin this Section 2.4, Borrower shall not have the right to prepay the Loan in whole or in part prior to the Permitted Prepayment Maturity Date. After . (b) Notwithstanding anything to the Permitted contrary herein, from time to time on any Business Day after the Partial Par Prepayment Date, Borrower maythrough but not including the Open Prepayment Date, and provided it has given Lender no Event of Default is continuing on the date of any such prepayment, a portion of the Debt not to exceed Eight Million Nine Hundred Thousand and No/100 Dollars ($8,900,000.00) in the aggregate (the “Partial Par Prepayment Cap”) may be prepaid, in one or more prepayments (each such prepayment, a “Partial Par Prepayment”), in each case upon not less than thirty (30) days’ and not more than ninety (90) days’ prior written notice in accordance with to Lender specifying the terms projected date of such Partial Par Prepayment and the amount of such Partial Par Prepayment, without payment of any Prepayment Premium or other premium or penalty. If any notice of a Partial Par Prepayment pursuant to this AgreementSection 2.4.1(b) is given, prepay the unpaid principal balance related Partial Par Prepayment shall be due and payable on the projected date of such Partial Par Prepayment, provided that Borrower shall have the right to revoke or postpone any such Partial Par Prepayment upon written notice given to Lender not less than three (3) Business Days prior to the projected date of the Partial Par Prepayment (provided, further, that Borrower shall pay all actual out-of-pocket costs and expenses of Lender incurred in reliance upon the projected date of the Partial Par Prepayment). If for any reason Borrower makes a Partial Par Prepayment on a date other than a Payment Date, Borrower shall pay to Lender, in addition to the amount of such Partial Par Prepayment, interest on the amount of such Partial Par Prepayment for the full Accrual Period during which such Partial Par Prepayment occurs. Any prepayment made pursuant to this Section 2.4.1(b) shall reduce the Allocated Loan in wholeAmounts on a pro rata basis. (c) Notwithstanding anything to the contrary herein but subject to Borrower’s rights pursuant to Section 2.4.1(b) above, from time to time on any Business Day after the Permitted Premium Prepayment Date through but not including the Open Prepayment Date, and provided no Event of Default is continuing on the date of any such prepayment, the Debt may be prepaid in partwhole or in part upon not less than thirty (30) days’ and not more than ninety (90) days’ prior written notice to Lender specifying the projected date of prepayment and upon payment of an amount equal to the Prepayment Premium, by payingprovided that contemporaneously with such prepayment of the Debt, together with Junior Mezzanine Borrower shall have prepaid all, or in the amount case of a partial prepayment of the Debt pursuant to be prepaidthis Section 24.1(c), a pro-rata portion (i) interest accrued and unpaid based on the outstanding principal balance of the Loan being prepaid to and including the date of prepayment, (ii) unless prepayment is tendered on a Payment Date, an amount equal to the interest that would have accrued on the amount being prepaid after the date of prepayment through and including the next Payment Date had the prepayment not been made (which amount shall constitute additional consideration for the prepayment), (iii) all other sums then due under this Agreement, the Note, the Mortgage and the other Loan Documents, and (iv) if prepayment occurs prior to the Payment Date which is one month prior to proposed prepayment, the Maturity Date, a prepayment consideration (the "PREPAYMENT CONSIDERATION") equal to the greater of (A) one percent (1%) of the then- outstanding principal balance of the Junior Mezzanine Loan being prepaid or (B) and the excess, if anyportion of the Debt proposed to be prepaid), of (1the Junior Mezzanine Debt pursuant to Section 2.4.1(c) the sum of the present values Junior Mezzanine Loan Agreement. If any notice of prepayment is given, the portion of the Debt that is the subject of such prepayment notice shall be due and payable on the projected date of prepayment, provided that Borrower shall have the right to revoke or postpone any such prepayment upon written notice given to Lender not less than three (3) Business Days prior to the projected date of such prepayment (provided that Borrower shall pay all actual out-of-pocket costs and expenses of Lender incurred in reliance upon the projected date of such prepayment). Lender shall not be obligated to accept any prepayment of all then-scheduled payments or any portion of principal and interest under the Debt pursuant to this Agreement includingSection 2.4.1(c) unless it is accompanied by the Prepayment Premium due in connection therewith. If for any reason Borrower prepays all or any portion of the Loan on a date other than a Payment Date, but not limited toBorrower shall pay to Lender, principal and in addition to the Debt (or portion thereof) being prepaid, interest on the Maturity Debt or such portion thereof for the full Accrual Period during which such prepayment occurs. For the avoidance of doubt, any prepayment of the Debt made by Borrower on or after the Partial Par Prepayment Date (with each shall be deemed to have been made by Borrower pursuant to Section 2.4.1(b) until such payment discounted to its present value at time as the date of prepayment at the rate which, when compounded monthly, is equivalent to the Prepayment Rate), over (2) the outstanding principal aggregate amount of the LoanDebt prepaid by Borrower pursuant to said Section 2.4.1(b) shall equal the Partial Par Prepayment Cap. Lender Any prepayment made pursuant to this Section 2.4.1(c) shall notify Borrower of reduce the amount and the basis of determination of the required prepayment considerationAllocated Loan Amounts on a pro rata basis. (bd) On Provided no Event of Default has occurred and is continuing, on the Payment Date that is one month prior to the Maturity Open Prepayment Date, and on each day any Business Day thereafter through the Maturity Date, Borrower may, at its option, prepay the Debt in full (but not in part) without payment of any Prepayment Consideration Premium or other penalty premium or premiumpenalty; PROVIDEDprovided, HOWEVERhowever, if for any reason such prepayment is not paid on a regularly regularly-scheduled Payment Date, the Debt shall include interest that would have accrued on such for the full Accrual Period during which the prepayment through and including the day immediately preceding the Maturity Dateoccurs. Borrower's ’s right to prepay any portion of the principal balance of the Loan in full pursuant to this subsection shall be subject to (i) Borrower's ’s submission of a notice to Lender setting forth the amount to be prepaid and the projected date of prepayment, which date shall be no less than thirty (30) days from the date of such notice, and (ii) Borrower's actual payment to Lender of the amount to be prepaid as set forth in such notice on the projected date set forth in such notice or any day following such projected date occurring in the same calendar month as such projected date.

Voluntary Prepayments. (a) Except as otherwise provided herein, Borrower shall not have the right to prepay the Loan in whole or in part prior to On and after the Permitted Prepayment Date. After the Permitted Prepayment Date, Borrower may, provided it has given Lender prior written notice in accordance with the terms of this Agreement, prepay the unpaid principal balance of the Loan in whole, but not in part, by paying, together with the amount to be prepaid, (i) interest accrued and unpaid on the outstanding principal balance of the Loan being prepaid to and including the date of prepayment, (ii) unless prepayment is tendered on a Payment Date, an amount equal to the interest that would have accrued on the amount being prepaid after the date of prepayment through and including the next Payment Date had the prepayment not been made (which amount shall constitute additional consideration for the prepayment), (iii) all other sums then due under this Agreement, the Note, the Mortgage and the other Loan Documents, and (iv) if prepayment occurs prior to the Payment Date which is one month prior to the Maturity Date, a prepayment consideration (the "PREPAYMENT CONSIDERATION") equal to the greater of (A) one percent (1%) of the outstanding principal balance of the Loan being prepaid or (B) the excess, if any, of (1) the sum of the present values of all then-scheduled payments of principal and interest under this Agreement including, but not limited to, principal and interest on the Maturity Date (with each such payment discounted to its present value at the date of prepayment at the rate which, when compounded monthly, is equivalent to the Prepayment Rate), over (2) the outstanding principal amount of the Loan. Lender shall notify Borrower of the amount and the basis of determination of the required prepayment consideration. (b) On the Payment Date that is one month prior to the Maturity Date, and on each day thereafter through the Maturity Date, Borrower may, at its option, prepay the Debt in whole but not in part on any Business Day, without payment of any Yield Maintenance Premium, provided, the following conditions are satisfied: (i) Borrower shall provide prior written notice to Lender specifying the date upon which the prepayment is to be made, which notice shall be delivered to Lender not less than ten (10) Business Days prior to such Prepayment Consideration Date (or other penalty such shorter period of time as may be permitted by Lender in its sole discretion). Borrower’s notice of prepayment shall create an obligation of Borrower to prepay the Loan or premiuma portion thereof as set forth therein, but may be rescinded by a written notice to Lender prior to the applicable Prepayment Date. Borrower agrees to indemnify Lender and to hold Lender harmless from and against any and all costs and expenses Lender sustains or incurs as a consequence of any such rescission of a notice of prepayment; PROVIDED, HOWEVER, if and (ii) If such prepayment is not paid made on a regularly scheduled day other than a Monthly Payment Date, then in connection with such prepayment Borrower shall pay to Lender, simultaneously with such prepayment, all interest on the Debt shall include interest that principal balance of this Note then being prepaid which would have accrued on through the last day of the Interest Period during which such prepayment through occurs. Any prepayment received by Lender on a date other than a Monthly Payment Date shall be held by Lender (and the interest shall accrue for the benefit of Borrower) as collateral security for the Loan and shall be applied to the Debt on the next Monthly Payment Date. (b) Upon payment in full of all principal and interest due on the Loan and all other amounts due and payable under the Note and the other Loan Documents in accordance with the terms and provisions of the Loan Documents, upon the written request of Borrower, Lender shall (i) release the Lien of the Mortgages and all other security interests granted herein and under the other Loan Documents pursuant to an instrument or other document. in form and substance reasonably satisfactory to Lender or (ii)(A) assign, or sever into two (2) or more separate loans and assign, the Mortgages and the other Loan Documents to any Person designated by Borrower, which assignment and severance documents shall be in recordable form, (B) deliver to or as directed by Borrower the original executed Note and all originally executed other notes which may have been consolidated, amended and/or restated in connection with the execution of the Note or, with respect to any note where the original has been lost, destroyed or mutilated, a lost note affidavit for the benefit of the assignee lender and the title insurance company insuring the Mortgages, as assigned, in form sufficient to pen-nit such title insurance company to insure the lien of the Mortgages as assigned to and held by the assignee without exception for any matter relating to the lost, destroyed or mutilated note; provided that in no event shall Lender be required to deliver any indemnity with respect thereto, (C) execute and deliver an allonge with respect to the Note and any other note(s) described in the clause (B) above, (D) deliver the original recorded copies of the Mortgages in Lender’s possession or, at Borrower’s sole cost and expense, certified copies of record, and (E) execute and deliver such other instruments of conveyance, assignment, termination, severance and release (including appropriate UCC statements) in recordable form as may reasonably be requested by Borrower to evidence such assignment and/or severance, provided, in each case, without covenant, recourse, representation (other than representations that such assignment has been duly authorized and that Lender has not otherwise assigned or encumbered the day immediately preceding Mortgages or the Maturity other Loan Documents except as expressly contemplated therein) or warranty by Lender and notwithstanding anything to the contrary contained herein, pursuant to instruments or other documents in form and substance reasonably satisfactory to Lender. Concurrently with the payment to Lender of all principal and interest on, and all other amounts due and payable under the Note and the other Loan Documents, and whether or not Borrower shall request a release or an assignment as set forth in this Section 2.4.1(b), Lender shall deliver to Borrower (1) a payoff letter in customary form, (2) all original insurance policies relating to the Property held by or on behalf of Lender, (3) any amounts held in escrow or in any reserve account pursuant to the Loan Documents or otherwise, (4) any other collateral that may have been delivered to Lender in connection with the Loan, and (5) a termination (subject to customary “clawback” provisions) of any guaranties delivered to Lender in connection with the Loan (except to the extent of any obligations thereunder that are expressly intended to survive pursuant to the terms thereof), duly executed by Lender, in each case with respect to clause (1) or (5), in form and substance reasonably satisfactory to Lender. In connection with any transaction contemplated by this Section 2.4.1(b), Borrower shall submit to Lender for its review, not less than ten (10) Business Days prior to the date of any release or assignment of the Mortgages or the payment in full of the Debt (or such shorter period of time as may be permitted by Lender in its sale discretion), all instruments and documents to be executed by Lender (other than a payoff letter under clause (1) above). All reasonable out-of-pocket costs and expenses incurred by Lender pursuant to this Section 2.4.1 (b) shall be paid by Borrower (other than any costs and expenses incurred by Lender in connection with the preparation and delivery of a lost note affidavit in accordance with clause (ii)(B) above or a payoff letter as contemplated by clause (1) above and provided that in no event shall Borrower be required to pay any fee or premium in connection herewith). (c) Following (I) either the occurrence and during the continuance of (x) a Default (other than a monetary Default) for which Lender has given written notice to Borrower or (y) an Event of Default which, in either case, cannot be cured despite Borrower’s commercially reasonable efforts (but which Default or Event of Default would be cured or eliminated by the release of any Individual Property (or, in lieu of such release, an assignment of the Mortgage encumbering such individual Property)), or (II) the occurrence of the Pasco Event, Borrower shall have the right, prior to the Release Date, to prepay a portion of the Debt and obtain the release of such affected Individual Property from the Lien of the applicable Mortgage (or, in lieu of such release, obtain an assignment of the Mortgage encumbering such Individual Property); provided the following conditions are satisfied: (i) Borrower shall provide prior written notice to Lender specifying the date upon which the prepayment is to be made, which notice shall be delivered to Lender not less than ten (10) Business Days prior to such Prepayment Date (or such shorter period of time as may be permitted by Lender in its sole discretion). Borrower’s notice of prepayment shall create an obligation of Borrower to prepay the Loan or a portion thereof as set forth therein, but may be rescinded by a written notice to Lender prior to the applicable Prepayment Date. Borrower agrees to indemnify Lender and to hold Lender harmless from and against any and all costs and expenses Lender sustains or incurs as a consequence of any such rescission of a notice of prepayment; (ii) If such prepayment is made on a day other than a Monthly 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 last day of the Interest Period during which such prepayment occurs. Any prepayment received by Lender on a date other than a Monthly Payment Date shall be held by Lender (and the ‘interest shall accrue for the benefit of and shall be payable to Borrower's right ) as collateral security for the Loan and shall be applied to prepay the Debt on the next Monthly Payment Date; (iii) In connection with the release of any Individual Property (or the assignment of the Mortgage encumbering such individual Property), Lender shall have received (A) payment of the applicable Release Amount, (B) payment of the Yield Maintenance Premium with respect to the portion of the Loan to be prepaid and (C) payment of any other amounts then due and owing to Lender pursuant to this Agreement and the other Loan Documents; (iv) Immediately after giving effect to such prepayment and the release of the applicable Individual Property from the Lien of the related Mortgage (or, in lieu of such release, the assignment of the Mortgage encumbering such individual Property), no Default or Event of Default shall have occurred and be continuing (excluding any Default or Event of Default arising from the released Individual Property); (v) In connection with the release of an Individual Property pursuant to this Section 2.4.1(c), Borrower shall submit to Lender for its review, not less than ten (10) Business Days prior to the date of such release (or such shorter period of time as may be permitted by Lender in its sole discretion), a partial release of the applicable Mortgage and the related Loan Documents to be executed by Lender. Such release shall be in a form appropriate for the jurisdiction in which such Individual Property is located and otherwise reasonably acceptable to Lender; (vi) In lieu of a release of an Individual Property in accordance with clause (v), upon Borrower’s written request not less than ten (10) Business Days prior to the date of the proposed assignment (or such shorter period of time as may be permitted by Lender in its sole discretion), Lender shall (A) sever the Note and assign or endorse over a severed note in the amount equal to the Release Amount for such Individual Property and assign the applicable Mortgage to any Person designated by Borrower, which assignment and severance documents shall be in recordable form, (B) deliver to or as directed by Borrower the original executed severed note, (C) deliver the original recorded copy of the applicable Mortgage in Lender’s possession or, at Borrower’s sole cost and expense, a certified copy of record, and (D) execute and deliver such other instruments of conveyance, assignment, termination, severance and release (including appropriate UCC statements) in recordable form as may reasonably be requested by Borrower to evidence such assignment and/or severance, provided, in each case, without covenant, recourse, representation (other than representations that such assignment has been duly authorized and that Lender has not otherwise assigned or encumbered the applicable Mortgage except as expressly contemplated therein) or warranty by Lender and notwithstanding anything to the contrary contained herein, pursuant to instruments or other documents in form and substance reasonably satisfactory to Lender. Borrower shall provide all other documentation Lender reasonably requires to be delivered by Borrower in connection with such severance and assignment (including, without limitation, a severed note in the amount equal to the principal balance of the Loan shall be after giving effect to such assignment), together with an Officer’s Certificate certifying that such severance and assignment will not impair or otherwise adversely affect the Liens, security interests and other rights of Lender under the Loan Documents not being assigned (or as to the parties to the Loan Documents and the Individual Properties subject to (i) Borrower's submission of a notice the Loan Documents not being assigned). In connection with any transaction contemplated by this Section 2.4.1(c)(vi), Borrower shall submit to Lender setting forth the amount to be prepaid and the projected date of prepaymentfor its review, which date shall be no not less than thirty ten (3010) days from Business Days prior to the date of any assignment of a Mortgage (or such noticeshorter period of time as may be permitted by Lender in its sole discretion), all instruments and documents to be executed by Lender; (vii) Simultaneously with the release (or assignment), (A) Borrower shall convey its title to the applicable Individual Property to a Person other than Borrower and (iiB) Borrower's actual payment Borrower and Manager shall execute an amendment to Lender the Management Agreement effective as of such release (or assignment) deleting the amount to be prepaid as applicable Individual Property from the list of properties managed thereunder; (viii) Borrower shall deliver an Officer’s Certificate certifying that the requirements set forth in such notice on the projected date set forth in such notice or any day following such projected date occurring in the same calendar month as such projected datethis Section 2.4.1(c) have been satisfied; and (ix) All reasonable out-of-pocket costs and expenses incurred by Lender pursuant to this Section 2.4.1(c) shall be paid by Borrower.

Voluntary Prepayments. (a) Except as otherwise provided hereinPrior to the Lockout Release Date, Borrower shall not have the right to prepay outstanding principal amount of the Loan may not be prepaid in whole or in part prior to part. On the Permitted Prepayment last day of any Interest Accrual Period occurring on or after the Lockout Release Date. After the Permitted Prepayment Date, provided no Event of Default has occurred and is continuing, Borrower may, provided it has given at its option and upon prior notice to Lender prior written notice in accordance with the terms of this Agreementas set forth herein, prepay the unpaid principal balance Debt in whole; provided that such prepayment is accompanied by the Prepayment Premium, if any. Lender shall not be obligated to accept such prepayment unless it is accompanied by the Prepayment Premium (if any) due in connection therewith. Notwithstanding the foregoing, payment of the Loan Prepayment Premium shall be waived in whole, but not in part, by paying, together with the amount to be prepaid, (i) interest accrued and unpaid on the outstanding principal balance of event Borrower refinances the Loan being prepaid to and including the date of prepaymentwith a new permanent loan from ▇▇▇▇▇ Fargo Bank, N.A. (ii) unless which may be provided by ▇▇▇▇▇ Fargo Bank, N.A., in its sole discretion). Any prepayment is tendered received by Lender on a Payment Date, an amount equal to date other than the last day of any Interest Accrual Period shall include interest that which would have accrued on the amount being prepaid after the from such date of prepayment through and including the next Payment Date had last day of the Interest Accrual Period during which such prepayment not been is being made (which amount shall constitute additional consideration for the prepayment), (iii) all other sums then due under this Agreementsuch amounts, the Note“Interest Shortfall”). Additionally, Borrower shall pay any Interest Rate Protection Breakage Costs and any Breakage Costs (provided that the Mortgage and the other Loan Documents, and (ivsame are not duplicative of any Interest Shortfall paid in connection with such prepayment) if in connection with any prepayment occurs prior to the Payment Date which is one month prior to the Maturity Date, a prepayment consideration (the "PREPAYMENT CONSIDERATION") equal to the greater of (A) one percent (1%) of the outstanding principal balance of the Loan being prepaid or (B) the excess, if any, of (1) the sum of the present values of all then-scheduled payments of principal and interest under this Agreement including, but not limited to, principal and interest on the Maturity Date (with each such payment discounted to its present value at the date of prepayment at the rate which, when compounded monthly, is equivalent to the Prepayment Rate), over (2) the outstanding principal amount of the Loan. Lender shall notify Borrower of the amount and the basis of determination of the required prepayment consideration. (b) On the Payment Date that is one month prior As a condition to the Maturity Date, and on each day thereafter through the Maturity Dateany voluntary prepayment, Borrower may, at shall give Lender written notice (a “Prepayment Notice”) of its option, prepay the Debt without payment of any Prepayment Consideration or other penalty or premium; PROVIDED, HOWEVER, if such prepayment is not paid on a regularly scheduled Payment Date, the Debt shall include interest that would have accrued on such prepayment through and including the day immediately preceding the Maturity Date. Borrower's right intent to prepay any portion of the principal balance of the Loan shall be subject to (i) Borrower's submission of a notice to Lender setting forth the amount to be prepaid and the projected date of prepaymentprepay, which date shall notice must be no less than given at least thirty (30) and not more than ninety (90) days prior to the Business Day upon which prepayment is to be made and must specify the Business Day on which such prepayment is 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 from the date of such noticeand against, and shall be responsible for, all Losses (iiincluding any consequential damages) Borrower's actual payment incurred by Lender with respect to Lender of the amount to be prepaid as set forth in any such notice on the projected date set forth in such notice or any day following such projected date occurring in the same calendar month as such projected datePrepayment Failure.

Voluntary Prepayments. (a) Except as otherwise provided herein, Borrower shall not have the right to prepay the Loan in whole or in part on or prior to the Permitted Prepayment Date. After the Permitted Prepayment Date, Borrower may, provided it has given Lender prior written notice in accordance with the terms of this Agreement, prepay the unpaid principal balance of the Loan in whole, but not in part, by paying, together with the amount to be prepaid, (i) interest accrued and unpaid on the outstanding principal balance of the Loan being prepaid to and including the date of prepayment, (ii) unless prepayment is tendered on a Payment Date, an amount equal to the interest that would have accrued on the amount being prepaid after the date of prepayment through and including the next Payment Date had the prepayment not been made (which amount shall constitute additional consideration for the prepayment), (iii) all other sums then due under this Agreement, the Note, the Mortgage and the other Loan Documents, and (iv) if prepayment occurs prior to the Payment Date which is one month three months prior to the Maturity Date, a prepayment consideration (the "PREPAYMENT CONSIDERATION"“Prepayment Consideration”) equal to the greater of (A) one percent (1%) of the outstanding principal balance of the Loan being prepaid or (B) the excess, if any, of (1) the sum of the present values of all then-scheduled payments of principal and interest under this Agreement including, but not limited to, principal and interest on the Maturity Date (with each such payment discounted to its present value at the date of prepayment at the rate which, when compounded monthly, is equivalent to the Prepayment Rate), over (2) the outstanding principal amount of the Loan. Lender shall notify Borrower of the amount and the basis of determination of the required prepayment consideration. (b) On the Payment Date that is one month three (3) months prior to the Maturity Date, and on each day thereafter through the Maturity Date, Borrower may, at its option, prepay the Debt without payment of any Prepayment Consideration or other penalty or premium; PROVIDEDprovided, HOWEVERhowever, if such prepayment is not paid on a regularly scheduled Payment Date, the Debt shall include interest that would have accrued on such prepayment through and including the day immediately preceding the Maturity Date. Borrower's ’s right to prepay any portion of the principal balance of the Loan shall be subject to (i) Borrower's ’s submission of a notice to Lender setting forth the amount to be prepaid and the projected date of prepayment, which date shall be no less than thirty (30) days from the date of such notice, and (ii) Borrower's ’s actual payment to Lender of the amount to be prepaid as set forth in such notice on the projected date set forth in such notice or any day following such projected date occurring in the same calendar month as such projected date.

Voluntary Prepayments. (a) 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. After the Permitted Prepayment Date, Borrower may, provided it has given Lender prior written notice in accordance with the terms of this Agreement, prepay the unpaid principal balance of the Loan in whole, but not in part, by paying, together with the amount to be prepaid, (i) interest accrued and unpaid on the outstanding principal balance of the Loan being prepaid to and including the date of prepayment, (ii) unless prepayment is tendered on a Payment Date, an amount equal to the interest that would have accrued on the amount being prepaid after the date of prepayment through and including the next Payment Date had the prepayment not been made (which amount shall constitute additional consideration for the prepayment), (iii) all other sums then due under this Agreement, the Note, the Mortgage and the other Loan Documents, and (iv) if prepayment occurs prior to the Payment Date which is one month prior to the Maturity Date, a prepayment consideration (the "PREPAYMENT CONSIDERATION") equal to the greater of (A) one percent (1%) of the outstanding principal balance of the Loan being prepaid or (B) the excess, if any, of (1) the sum of the present values of all then-scheduled payments of principal and interest under this Agreement including, but not limited to, principal and interest on the Maturity Date (with each such payment discounted to its present value at the date of prepayment at the rate which, when compounded monthly, is equivalent to the Prepayment Rate), over (2) the outstanding principal amount of the Loan. Lender shall notify Borrower of the amount and the basis of determination of the required prepayment consideration. (b) On the Payment Date that is one month prior to the Maturity Anticipated Repayment Date, and on each day thereafter through the Maturity Date, Borrower may, at its option, prepay the Debt Debt, in whole or in part (including a Hyper-Am Prepayment), without payment of any Prepayment Consideration or other penalty or premiumConsideration; PROVIDEDprovided, HOWEVERhowever, if such prepayment (other than a Hyper-Am Prepayment) is not paid on a regularly scheduled Payment Date, the Debt such prepayment shall include interest that would have accrued on such prepayment through and including the day immediately preceding the Maturity next Payment Date. Except in connection with a Hyper-Am Prepayment, Borrower's right to prepay any portion of the principal balance of the Loan shall be subject to (i) Borrower's submission of a notice to Lender setting forth the amount to be prepaid and the projected date of prepayment, which date shall be no less than thirty (30) days from the date of such notice, and (ii) Borrower's actual payment to Lender of the amount to be prepaid as set forth in such notice on the projected date set forth in such notice or any day following such projected date occurring in the same calendar month as such projected date.

Voluntary Prepayments. All voluntary prepayments by the Borrower shall --------------------- be subject to the following: (a) Except as otherwise provided herein, The Borrower shall not have the right to prepay will give written notice of prepayment of the Loan (which notice shall be irrevocable, except as provided in whole or in part clause (c) below) to the Lender not less than 30 nor more than 60 days prior to the Permitted Prepayment Date. After date fixed for prepayment, specifying (a) such date and (b) the Permitted Prepayment Date, Borrower may, provided it has given Lender prior written notice in accordance with the terms of this Agreement, prepay the unpaid aggregate principal balance amount of the Loan to be prepaid on such date and a statement indicating whether it is electing to exercise the Equity Repayment Option. Notice of prepayment having been so given, the aggregate principal amount of the Loan specified in wholesuch notice, but not together with the accrued interest thereon shall become due and payable on the prepayment date specified in partsuch notice. Not less than three (3) Banking Days before such prepayment date, by payingthe Lender shall deliver to the Borrower a certificate as to the amount of the interest due and payable through such prepayment date on the Loan, together with the amount to be prepaid, of Lender's Breakage Cost (iif any) interest accrued due and unpaid on the outstanding principal balance payable in respect of the Loan being prepaid to and including the date of such prepayment, (ii) unless prepayment is tendered on a Payment Datesetting forth the calculation thereof in reasonable detail, an amount equal to which certificate shall be conclusive in the interest that would have accrued on the amount being prepaid after the date absence of prepayment through and including the next Payment Date had the prepayment not been made (which amount shall constitute additional consideration for the prepayment), (iii) all other sums then due under this Agreement, the Note, the Mortgage and the other Loan Documents, and (iv) if prepayment occurs prior to the Payment Date which is one month prior to the Maturity Date, a prepayment consideration (the "PREPAYMENT CONSIDERATION") equal to the greater of (A) one percent (1%) of the outstanding principal balance of the Loan being prepaid or (B) the excess, if any, of (1) the sum of the present values of all then-scheduled payments of principal and interest under this Agreement including, but not limited to, principal and interest on the Maturity Date (with each such payment discounted to its present value at the date of prepayment at the rate which, when compounded monthly, is equivalent to the Prepayment Rate), over (2) the outstanding principal amount of the Loan. Lender shall notify Borrower of the amount and the basis of determination of the required prepayment considerationmanifest error. (b) On If, on or after the Interest Payment Date that is one month prior occurring on the seventh anniversary of the First Drawdown Date subject to the Maturity Date, and on each day thereafter through the Maturity Date, Borrower may, at its option, prepay the Debt without payment of any Prepayment Consideration or other penalty or premium; PROVIDED, HOWEVER, if such prepayment is not paid on a regularly scheduled Payment DateBanking Day Adjustment, the Debt Borrower has elected to exercise the Equity Repayment Option, the Lender shall include interest that would have accrued on such prepayment through and including advise the day immediately preceding the Maturity Date. Borrower's right to prepay any portion Borrower of the principal balance name of the Loan Person entitled to acquire the Repayment Shares (which shall be subject to (i) Borrower's submission of a notice to the Lender setting forth as custodian for the amount to be prepaid and the projected date of prepayment, which date shall be no less than thirty (30) days from the date of such notice, and participant or its nominee or (ii) the participant or its nominee). (c) The Borrower shall in no event be required to issue the Repayment Shares to any Person not acceptable to the Borrower's actual payment , in its discretion, and shall have the right to Lender modify its notice under clause (a) to revoke its election of the amount Equity Repayment Option if the shareholders of the Repayment Shares would be unacceptable to be prepaid as set forth in such notice on the projected date set forth in such notice or any day following such projected date occurring in the same calendar month as such projected dateBorrower.

Voluntary Prepayments. (a) Except as otherwise provided hereinPrior to the Lockout Release Date, Borrower shall the Outstanding Principal Balance may not have the right to prepay the Loan be prepaid in whole or in part prior to part. On any Payment Date occurring on or after the Permitted Prepayment Date. After the Permitted Prepayment Lockout Release Date, Borrower may, provided it has given Lender at its option and upon thirty (30) days prior written notice in accordance with the terms of this Agreementto Lender, prepay the unpaid principal balance of the Loan Debt in whole, whole but not in part; provided, by payinghowever, together with the amount to be prepaid, (i) interest accrued and unpaid on the outstanding principal balance of the Loan being prepaid to and including the date of prepayment, (ii) unless that any such prepayment is tendered on a Payment Date, an amount equal to the accompanied by (a) all interest that which would have accrued on the amount being prepaid after of the date of prepayment Loan to be paid through and including the next last day of the Interest Accrual Period related to the Payment Date had next occurring following the date of such prepayment, or, if such prepayment not been made occurs on a Payment Date, through and including the last day of the Interest Accrual Period related to such Payment Date; (which amount shall constitute additional consideration for b) the prepayment)Prepayment Premium, if applicable; and (iiic) all other sums then due and payable under this Agreement, the Note, the Mortgage and the other Loan Documents, and (iv) if prepayment occurs prior to the Payment Date which is one month prior to the Maturity Date, a prepayment consideration (the "PREPAYMENT CONSIDERATION") equal to the greater of (A) one percent (1%) of the outstanding principal balance of the Loan being prepaid or (B) the excess, if any, of (1) the sum of the present values of all then-scheduled payments of principal and interest under this Agreement including, but not limited to, principal the Breakage Costs, if any, and, if an Event of Default has occurred, any late fees and default interest on the Maturity Date required to be paid by Borrower hereunder as a result thereof and all of Lender’s costs and expenses (including, without limitation, reasonable attorney’s fees and disbursements) incurred by Lender in connection with each such payment discounted to its present value at the date of prepayment at the rate which, when compounded monthly, is equivalent prepayment. Notwithstanding anything to the Prepayment Rate)contrary set forth in this Agreement, over (2) no prepayment shall be permitted from and including the outstanding principal amount of the Loan. Lender shall notify Borrower of the amount and the basis of determination of the required prepayment consideration. (b) On the day following any Payment Date that is one month prior to the Maturity Date, and on each day thereafter through the Maturity Date, Borrower may, at its option, prepay the Debt without payment of any Prepayment Consideration or other penalty or premium; PROVIDED, HOWEVER, if such prepayment is not paid on a regularly scheduled Payment Date, the Debt shall include interest that would have accrued on such prepayment through and including the day immediately preceding next Determination Date succeeding such day. If the Maturity DatePrepayment 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 therewith. Borrower's Borrower shall have the right to prepay revoke or rescind in writing any portion notice of prepayment any time on or before the principal balance of the Loan shall be subject to (i) Borrower's submission of a notice to Lender setting forth the amount to be prepaid and the projected date of prepayment, which date shall be no less than thirty (30) days from the date of such notice, and (ii) Borrower's actual payment to Lender of the amount to be prepaid as set forth in such notice on the projected prepayment date set forth in Borrower’s notice of prepayment provided that Borrower pays to Lender concurrently with each such notice revocation or any day following rescission the sum of (i) all actual out-of-pocket costs and expenses incurred by Lender in connection with or as a result of such projected date occurring revocation or rescission, plus (ii) a fee in the same calendar month as such projected dateamount of $25,000.00.

Voluntary Prepayments. (a) Except as otherwise provided hereinProvided no Event of Default has occurred and is continuing, Borrower shall not have the right may at its option and upon ten (10) Business Days’ prior notice to Lender, prepay the Loan Debt in whole or in part part; provided, however, any prepayment received by Lender shall be accompanied by (i) if such prepayment is made prior to the Permitted Prepayment Date. After , the Permitted Prepayment Date, Borrower may, provided it has given Lender prior written notice in accordance with the terms of this Agreement, prepay the unpaid principal balance of the Loan in whole, but not in part, by paying, together with the amount to be prepaid, (i) interest accrued and unpaid on the outstanding principal balance of the Loan being prepaid to and including the date of prepaymentSpread Maintenance Premium, (ii) unless prepayment is tendered on a Payment DateExit Fee, an amount equal to the (iii) Breakage Costs and (iv) all interest that which would have accrued on the amount being prepaid after of the date of prepayment Loan to be paid through and including the next last day of the Interest Period related to the Monthly Payment Date had the prepayment not been made (which amount shall constitute additional consideration for the prepayment), (iii) all other sums then due under this Agreement, the Note, the Mortgage and the other Loan Documents, and (iv) if prepayment occurs prior to the Payment Date which is one month prior to the Maturity Date, a prepayment consideration (the "PREPAYMENT CONSIDERATION") equal to the greater of (A) one percent (1%) of the outstanding principal balance of the Loan being prepaid or (B) the excess, if any, of (1) the sum of the present values of all then-scheduled payments of principal and interest under this Agreement including, but not limited to, principal and interest on the Maturity Date (with each such payment discounted to its present value at next occurring following the date of prepayment at the rate whichsuch prepayment, when compounded monthly, is equivalent to the Prepayment Rate), over (2) the outstanding principal amount of the Loan. Lender shall notify Borrower of the amount and the basis of determination of the required prepayment consideration. (b) On the Payment Date that is one month prior to the Maturity Date, and on each day thereafter through the Maturity Date, Borrower may, at its option, prepay the Debt without payment of any Prepayment Consideration or other penalty or premium; PROVIDED, HOWEVERor, if such prepayment is not paid occurs on a regularly scheduled Monthly Payment Date, through and including the Debt 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 this Section 2.4.1, the amount designated for prepayment and all other sums required under this Section 2.4 shall include 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 that which would have accrued on such prepayment the amount of the Loan to be paid through and including the last day immediately preceding the Maturity Date. Borrower's right to prepay any portion of the principal balance of Interest Period related to the Loan shall be subject to (i) Borrower's submission of a notice to Lender setting forth the amount to be prepaid and the projected date of prepayment, which date shall be no less than thirty (30) days from Monthly Payment Date next occurring following the date of such noticeprepayment. No prepayment shall be permitted on any date during the period commencing on the first calendar day immediately following a Monthly Payment Date to, and but not including, the Determination Date in such calendar month, unless consented to by Lender in its sole discretion. Provided no Event of Default shall then exist, Lender shall apply any such prepayment, pro rata (ii) Borrower's actual payment to Lender based on the portion of the amount Outstanding Principal Balance allocable to be prepaid as set forth in such notice on each Note), to that portion of the projected date set forth in such notice or any day following such projected date occurring in Outstanding Principal Balance allocable to Note A-1, that portion of the same calendar month as such projected dateOutstanding Principal Balance allocable to Note A-2 and that portion of the Outstanding Principal Balance allocable to Note A-3.

Voluntary Prepayments. (a) 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 Dateexpiration of the Lockout Period. After the Permitted Prepayment Date, Borrower may, provided it has given Lender prior written notice in accordance with the terms of this Agreementat its option, prepay the unpaid principal balance of the Loan in whole, but not in partpart (except as otherwise expressly permitted herein), by paying, together with upon satisfaction of the amount following conditions: (a) Borrower shall provide prior written notice to Lender specifying the date (the “Prepayment Date”) upon which the prepayment is to be prepaidmade, which notice shall be delivered to Lender not less than ten (10) Business Days prior to such payment. (b) Borrower shall pay to Lender, simultaneously with such prepayment, (i) interest accrued and unpaid on if the outstanding principal balance of the Loan being prepaid to and including the date of prepayment, (ii) unless prepayment Prepayment Date is tendered on not a Payment Date, (A) all accrued and unpaid interest calculated at the Applicable Interest Rate on the amount of principal being prepaid through and including the Prepayment Date together with an amount equal to the interest that would have accrued at the Applicable Interest Rate on the amount of principal being prepaid through the end of the Interest Period in which such prepayment occurs, notwithstanding that such Interest Period extends beyond the Prepayment Date, (B) in addition to the payments required in clause (A) above, if such prepayment is made during the period from and including the first day after the date of prepayment a Payment Date through and including the next last day of the Interest Period in which such Payment Date had occurs, all interest on the principal amount being prepaid which would have accrued from the first day of the Interest Period immediately following the Interest Period in which the prepayment not been made occurs (which amount shall constitute additional consideration the “Succeeding Interest Period”) through and including the end of the Succeeding Interest Period, calculated at the Applicable Interest Rate if such prepayment occurs on or after the Libor Determination Date for the Succeeding Interest Period (the “Interest Shortfall”), and (ii) all Breakage Costs, if any, and without duplication of sums paid pursuant to clause (i) with respect to such prepayment). (c) each prepayment shall be in an aggregate principal amount of $1,000,000.00 or any integral multiple of $100,000.00 in excess thereof; (d) Mezzanine Borrower shall have simultaneously with such prepayment made a pro rata prepayment of the Mezzanine Loan. Subject to the terms of Section 3.7(b) hereof, Borrower may at any time (1) prepay a portion of the Loan or (2) deposit a Letter of Credit, in each case in an amount and to the extent necessary to cure a Triggering Event pursuant to Section 3.7(b) provided Borrower satisfies the requirements of Section 2.3.1(b) hereof. Additionally, in the event Borrower elects to sell the Property prior to the expiration of the Lockout Period, Borrower shall have the right to prepay the Loan in full provided the following conditions are satisfied: (i) No Event of Default has occurred and is continuing (ii) the sale is to an unrelated third party, (iii) Borrower pays all other sums then due under this Agreement, the Note, the Mortgage accrued and the other Loan Documents, and (iv) if prepayment occurs prior to the Payment Date which is one month prior to the Maturity Date, a prepayment consideration (the "PREPAYMENT CONSIDERATION") equal to the greater of (A) one percent (1%) of unpaid interest on the outstanding principal balance of the Loan being prepaid or (B) the excess, if any, of (1) the sum of the present values of all then-scheduled payments of principal and interest under this Agreement including, but not limited to, principal and interest on the Maturity Date (with each such payment discounted to its present value at the date of prepayment at the rate which, when compounded monthly, is equivalent to the Prepayment Rate), over (2) the outstanding principal amount of the Loan. Lender shall notify Borrower of the amount and the basis of determination of the required prepayment consideration. (b) On the Payment Date that is one month prior to the Maturity Date, and on each day thereafter through the Maturity Date, Borrower may, at its option, prepay the Debt without payment of any Prepayment Consideration or other penalty or premium; PROVIDED, HOWEVER, if such prepayment is not paid on a regularly scheduled Payment Date, the Debt shall include interest that would have accrued on such prepayment through and including the day immediately preceding the Maturity Date. Borrower's right to prepay any portion of the principal balance of the Loan shall be subject to (i) Borrower's submission of a notice to Lender setting forth the amount to be prepaid and the projected date of prepayment, which date (iv) Borrower pays the Spread Maintenance Payment, (v) Borrower pays all Breakage Costs, if any and (vi) Borrower pays all other sums due under this Agreement, the Note and the other Loan Documents. In the event the Loan is prepaid after the expiration of the Lockout Period, no Spread Maintenance Payment shall be no less than thirty (30) days from the date of such noticedue, and (ii) Borrower's actual payment to Lender of the amount provided however, Borrower shall pay all other sums required to be prepaid as set forth in such notice on paid pursuant to the projected date set forth in such notice or any day following such projected date occurring in Note, this Agreement and the same calendar month as such projected dateother Loan Documents.

Voluntary Prepayments. (a) Except as otherwise provided herein, Borrower shall not have From and after the right to prepay the Loan in whole or in part prior to the Permitted Prepayment Date. After the Permitted Prepayment Closing Date, Borrower may, provided it so long as no Event of Default has given Lender prior written notice in accordance with the terms of this Agreement, prepay the unpaid principal balance of the Loan in whole, but not in part, by paying, together with the amount to be prepaid, (i) interest accrued occurred and unpaid on the outstanding principal balance of the Loan being prepaid to and including the date of prepayment, (ii) unless prepayment is tendered on a Payment Date, an amount equal to the interest that would have accrued on the amount being prepaid after the date of prepayment through and including the next Payment Date had the prepayment not been made (which amount shall constitute additional consideration for the prepayment), (iii) all other sums then due under this Agreement, the Note, the Mortgage and the other Loan Documents, and (iv) if prepayment occurs prior to the Payment Date which is one month prior to the Maturity Date, a prepayment consideration (the "PREPAYMENT CONSIDERATION") equal to the greater of (A) one percent (1%) of the outstanding principal balance of the Loan being prepaid or (B) the excess, if any, of (1) the sum of the present values of all then-scheduled payments of principal and interest under this Agreement including, but not limited to, principal and interest on the Maturity Date (with each such payment discounted to its present value at the date of prepayment at the rate which, when compounded monthly, is equivalent to the Prepayment Rate), over (2) the outstanding principal amount of the Loan. Lender shall notify Borrower of the amount and the basis of determination of the required prepayment consideration. (b) On the Payment Date that is one month prior to the Maturity Date, and on each day thereafter through the Maturity Datecontinuing, Borrower may, at its optionoption and upon at least five (5) Business Days prior written notice to Lender, prepay the Debt without payment of any Outstanding Principal Balance in whole only, (i) prior to the Spread Maintenance Date, provided that such prepayment is accompanied by (a) the Spread Maintenance Premium and (b) the Prepayment Consideration or other penalty or premium; PROVIDEDPremium, HOWEVERand provided further, if such prepayment is not paid occurs on a regularly scheduled date other than a Payment Date, Borrower shall also pay to Lender interest at the Debt shall include interest Applicable Interest Rate on the amount so prepaid through, but not including, the next succeeding ninth (9th) day of a calendar month, (ii) from and after the Spread Maintenance Date, through, but not including, May 9, 2008, provided that would have accrued on such prepayment through is accompanied by the Prepayment Premium, and including provided further, if such prepayment occurs on a date other than a Payment Date, Borrower shall also pay to Lender interest at the Applicable Interest Rate on the amount so prepaid through, but not including, the next succeeding ninth (9th) day immediately preceding the Maturity Date. Borrower's right to prepay any portion of the principal balance of the Loan shall be subject to (i) Borrower's submission of a notice to Lender setting forth the amount to be prepaid and the projected date of prepayment, which date shall be no less than thirty (30) days from the date of such noticecalendar month, and (iiiii) Borrower's actual payment from and after May 9, 2008, freely, with no additional fees or penalties, provided that if such prepayment occurs on a date other than a Payment Date, Borrower shall also pay to Lender of interest at the Applicable Interest Rate on the amount so prepaid through, but not including, the next succeeding ninth (9th) day of a calendar month. Except for any prepayment pursuant to Sections 2.4.2 and 6.4(c) hereof (provided that in any case no Event of Default has occurred and is continuing at the time of such prepayment), Lender shall not be prepaid obligated to accept any prepayment unless it is accompanied by the Spread Maintenance Premium or the Prepayment Premium due in connection therewith, as set forth above in such notice on the projected date set forth this Section 2.4.1. Any partial prepayment shall be applied in such notice or any day following such projected date occurring in the same calendar month as such projected dateaccordance with Section 2.4.3.

Voluntary Prepayments. (ai) Except as otherwise provided hereinThe Borrower may, Borrower shall not have upon notice to the right Administrative Agent, from time to time, voluntarily prepay the Loan Loans in whole or in part prior in an amount equal to the Permitted Prepayment Date. After sum of (x) the Permitted Prepayment Date, Borrower may, provided it has given Lender prior written notice in accordance with the terms of this Agreement, prepay the unpaid principal balance amount of the Loan in whole, but not in part, by paying, Loans being prepaid and (y) accrued interest on the amount so prepaid together with the amount any additional amounts required pursuant to be prepaid, Section 3.04; provided that (i) interest accrued and unpaid on such notice must be received by the outstanding principal balance of the Loan being prepaid Administrative Agent not later than 11:00 a.m., three Business Days prior to and including the any date of prepayment, (ii) unless any prepayment shall be in an aggregate principal amount of at least, the lesser of (A) $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 voluntary prepayment. Each such notice shall specify the date of such prepayment, the amount of principal being prepaid and the applicable prepayment amount determined as set forth in the first sentence of this Section 2.03(a). The Borrower shall make such prepayment and the related prepayment amount specified in such notice shall be due and payable on the date specified therein. In the event that the Borrower makes any voluntary prepayment before [* * *] (the “Threshold Date”) (whether or not such prepayment is tendered on accompanied by a Payment Datereduction 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 interest that would have accrued Spread on the amount being prepaid after by which the outstanding Loan amount as of each day on which interest is calculated is less than [* * *], from and including the date of prepayment through and including the next Threshold Date, payable on each Interest Payment Date had as and when such Spread would have been paid as interest. In the event that the Borrower makes any voluntary prepayment not been made (which amount shall constitute additional consideration for on or after the prepayment), (iii) all other sums then due under this Agreement, the Note, the Mortgage and the other Loan Documents, and (iv) if prepayment occurs prior to the Payment Date which is one month prior to the Maturity Threshold Date, a and, after giving effect to such prepayment consideration (the "PREPAYMENT CONSIDERATION") equal to the greater of (A) one percent (1%) outstanding amount of the outstanding principal balance Loans would be less than [* * *] of the Loan being prepaid or (B) the excess, if any, aggregate Commitments as of (1) the sum of the present values of all then-scheduled payments of principal and interest under this Agreement including, but not limited to, principal and interest on the Maturity Date (with each such payment discounted to its present value at the date of prepayment at the rate whichsuch prepayment, when compounded monthly, is equivalent to the Prepayment Rate), over (2) the outstanding principal amount of the Loan. Lender shall notify Borrower of the amount and the basis of determination of the required prepayment consideration. (b) On the on each Interest Payment Date that is one month prior to from the Maturity Date, and on each day thereafter date of such prepayment through the Maturity Date, the Borrower mayshall pay to the Lenders an amount equal to the Spread on such Underage (as defined below) as and when such Spread would have been paid as interest had such amounts been drawn. “Underage” means for each day on which interest is calculated, at its optionthe amount by which the outstanding Loan amount as of such day is less than [* * *] of the aggregate Commitments as of such day. In the event of a prepayment in full and termination of all Commitments hereunder, prepay the Debt without payment of any Prepayment Consideration or other penalty or premium; PROVIDED, HOWEVER, if such prepayment is not paid on a regularly scheduled Payment Date, the Debt shall include interest that would have accrued on such prepayment through and including the day immediately preceding the Maturity Date. Borrower's right to prepay any portion of the principal balance of the Loan shall be subject to (i) Borrower's submission of a notice to Lender setting forth accompanied by all accrued and unpaid interest and Undrawn Commitment Fees thereon plus the amount to be prepaid and the projected date of prepaymentRemaining Initial Commitment Fee, which date shall be no less than thirty (30) days from the date of such notice, and (ii) Borrower's actual payment to Lender of the amount to be prepaid as set forth in such notice on the projected date set forth in such notice or any day following such projected date occurring in the same calendar month as such projected dateSection 2.04.

Voluntary Prepayments. (a) 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. After On or after the Permitted Prepayment Date, Borrower may, provided it has given Lender prior written notice in accordance with the terms of this Agreement, prepay the unpaid principal balance of the Loan in whole, but not in part, by paying, together with the amount to be prepaid, (i) interest accrued and unpaid on the outstanding principal balance of the Loan being prepaid to and including the date of prepayment, (ii) unless prepayment is tendered on a Payment Date, an amount equal to the interest that would have accrued on the amount being prepaid after the date of prepayment through and including the next Payment Date had the prepayment not been made (which amount shall constitute additional consideration for the prepayment), (iii) all other sums then due under this Agreement, the Note, the Mortgage and the other Loan Documents, and (iv) if prepayment occurs prior to the Payment Date which is one month three (3) months prior to the Maturity Date, a prepayment consideration (the "PREPAYMENT CONSIDERATION"“Prepayment Consideration”) equal to the greater of (A) one percent (1%) of the outstanding principal balance of the Loan being prepaid or (B) the excess, if any, of (1l) the sum of the present values of all then-scheduled payments of principal and interest under this Agreement including, but not limited to, principal and interest on the Maturity Date (with each such payment discounted to its present value at the date of prepayment at the rate which, when compounded monthly, is equivalent to the Prepayment Rate), over (2) the outstanding principal amount of the Loan. Lender shall notify Borrower of the amount and the basis of determination of the required prepayment consideration. (b) On the Payment Date that is one month three (3) months prior to the Maturity Date, and on each day thereafter through the Maturity Date, Borrower may, at its option, prepay the Debt Debt, in whole or in part, without payment of any Prepayment Consideration or other penalty or premiumConsideration; PROVIDEDprovided, HOWEVERhowever, if such prepayment is not paid on a regularly scheduled Payment Date, the Debt such prepayment shall include interest that would have accrued on such prepayment through and including the day immediately preceding the Maturity next Payment Date. Borrower's ’s right to prepay any portion of the principal balance of the Loan shall be subject to (i) Borrower's ’s submission of a notice to Lender setting forth the amount to be prepaid and the projected date of prepayment, which date shall be no less than thirty (30) days from the date of such notice, and (ii) Borrower's ’s actual payment to Lender of the amount to be prepaid as set forth in such notice on the projected date set forth in such notice or any day following such projected date occurring in the same calendar month as such projected date.

Voluntary Prepayments. (a) Except as otherwise provided herein, Borrower shall not have the right to prepay the Loan in whole or in part prior to On and after the Permitted Prepayment Date. After the Permitted Prepayment Date, Borrower may, provided it has given Lender prior written notice in accordance with the terms of this Agreement, prepay the unpaid principal balance of the Loan in whole, but not in part, by paying, together with the amount to be prepaid, (i) interest accrued and unpaid on the outstanding principal balance of the Loan being prepaid to and including the date of prepayment, (ii) unless prepayment is tendered on a Payment Date, an amount equal to the interest that would have accrued on the amount being prepaid after the date of prepayment through and including the next Payment Date had the prepayment not been made (which amount shall constitute additional consideration for the prepayment), (iii) all other sums then due under this Agreement, the Note, the Mortgage and the other Loan Documents, and (iv) if prepayment occurs prior to the Payment Date which is one month prior to the Maturity Date, a prepayment consideration (the "PREPAYMENT CONSIDERATION") equal to the greater of (A) one percent (1%) of the outstanding principal balance of the Loan being prepaid or (B) the excess, if any, of (1) the sum of the present values of all then-scheduled payments of principal and interest under this Agreement including, but not limited to, principal and interest on the Maturity Date (with each such payment discounted to its present value at the date of prepayment at the rate which, when compounded monthly, is equivalent to the Prepayment Rate), over (2) the outstanding principal amount of the Loan. Lender shall notify Borrower of the amount and the basis of determination of the required prepayment consideration. (b) On the Payment Date that is one month prior to the Maturity Date, and on each day thereafter through the Maturity Date, Borrower may, at its option, prepay the Debt in whole but not in part on any Business Day, without payment of any Yield Maintenance Premium, provided, the following conditions are satisfied: (i) Borrower shall provide prior written notice to Lender specifying the date upon which the prepayment is to be made, which notice shall be delivered to Lender not less than ten (10) Business Days prior to such Prepayment Consideration Date (or other penalty such shorter period of time as may be permitted by Lender in its sole discretion). Borrower’s notice of prepayment shall create an obligation of Borrower to prepay the Loan or premiuma portion thereof as set forth therein, but may be rescinded by a written notice to Lender prior to the applicable Prepayment Date. Borrower agrees to indemnify Lender and to hold Lender harmless from and against any and all costs and expenses Lender sustains or incurs as a consequence of any such rescission of a notice of prepayment; PROVIDED, HOWEVER, if and (ii) If such prepayment is not paid made on a regularly scheduled day other than a Monthly Payment Date, then in connection with such prepayment Borrower shall pay to Lender, simultaneously with such prepayment, all interest on the Debt shall include interest that principal balance of this Note then being prepaid which would have accrued on through the last day of the Interest Period during which such prepayment through occurs. Any prepayment received by Lender on a date other than a Monthly Payment Date shall be held by Lender (and the interest shall accrue for the benefit of Borrower as collateral security for the Loan and shall be applied to the Debt on the next Monthly Payment Date. (b) Upon payment in full of all principal and interest due on the Loan and all other amounts due and payable under the Note and the other Loan Documents in accordance with the terms and provisions of the Loan Documents, upon the written request of Borrower, Lender shall (i) release the Lien of the Mortgages and all other security interests granted herein and under the other Loan Documents pursuant to an instrument or other document in form and substance reasonably satisfactory to Lender or (ii)(A) assign, or sever into two (2) or more separate loans and assign, the Mortgages and the other Loan Documents to any Person designated by Borrower, which assignment and severance documents shall be in recordable form, (B) deliver to or as directed by Borrower the original executed Note and all originally executed other notes which may have been consolidated, amended and/or restated in connection with the execution of the Note or, with respect to any note where the original has been lost, destroyed or mutilated, a lost note affidavit for the benefit of the assignee lender and the title insurance company insuring the Mortgages, as assigned, in form sufficient to permit such title insurance company to insure the lien of the Mortgages as assigned to and held by the assignee without exception for any matter relating to the lost, destroyed or mutilated note; provided that in no event shall Lender be required to deliver any indemnity with respect thereto, (C) execute and deliver an allonge with respect to the Note and any other note(s) described in the clause (B) above, (D) deliver the original recorded copies of the Mortgages in Lender’s possession or, at Borrower’s sole cost and expense, certified copies of record, and (E) execute and deliver such other instruments of conveyance, assignment, termination, severance and release (including appropriate UCC statements) in recordable form as may reasonably be requested by Borrower to evidence such assignment and/or severance, provided, in each case, without covenant, recourse, representation (other than representations that such assignment has been duly authorized and that Lender has not otherwise assigned or encumbered the day immediately preceding Mortgages or the Maturity other Loan Documents except as expressly contemplated therein) or warranty by Lender and notwithstanding anything to the contrary contained herein, pursuant to instruments or other documents in form and substance reasonably satisfactory to Lender. Concurrently with the payment to Lender of all principal and interest on, and all other amounts due and payable under the Note and the other Loan Documents, and whether or not Borrower shall request a release or an assignment as set forth in this Section 2.4.1(b), Lender shall deliver to Borrower (1) a payoff letter in customary form, (2) all original insurance policies relating to the Property held by or on behalf of Lender, (3) any amounts held in escrow or in any reserve account pursuant to the Loan Documents or otherwise, (4) any other collateral that may have been delivered to Lender in connection with the Loan, and (5) a termination (subject to customary “clawback” provisions) of any guaranties delivered to Lender in connection with the Loan (except to the extent of any obligations thereunder that are expressly intended to survive pursuant to the terms thereof), duly executed by Lender, in each case with respect to clause (1) or (5), in form and substance reasonably satisfactory to Lender. In connection with any transaction contemplated by this Section 2.4.1(b), Borrower shall submit to Lender for its review, not less than ten (10) Business Days prior to the date of any release or assignment of the Mortgages or the payment in full of the Debt (or such shorter period of time as may be permitted by Lender in its sole discretion), all instruments and documents to be executed by Lender (other than a payoff letter under clause (1) above). All reasonable out-of-pocket costs and expenses incurred by Lender pursuant to this Section 2.4.1(b) shall be paid by Borrower (other than any costs and expenses incurred by Lender in connection with the preparation and delivery of a lost note affidavit in accordance with clause (ii)(B) above or a payoff letter as contemplated by clause (1) above and provided that in no event shall Borrower be required to pay any fee or premium in connection herewith). (c) Following either the occurrence and during the continuance of (x) a Default (other than a monetary Default) for which Lender has given written notice to Borrower or (y) an Event of Default which, in either case, cannot be cured despite Borrower’s commercially reasonable efforts (but which Default or Event of Default would be cured or eliminated by the release of any Individual Property (or, in lieu of such release, an assignment of the Mortgage encumbering such Individual Property)), Borrower shall have the right, prior to the Release Date, to prepay a portion of the Debt and obtain the release of such Individual Property from the Lien of the applicable Mortgage (or, in lieu of such release, obtain an assignment of the Mortgage encumbering such Individual Property), provided the following conditions are satisfied: (i) Borrower shall provide prior written notice to Lender specifying the date upon which the prepayment is to be made, which notice shall be delivered to Lender not less than ten (10) Business Days prior to such Prepayment Date (or such shorter period of time as may be permitted by Lender in its sole discretion). Borrower’s notice of prepayment shall create an obligation of Borrower to prepay the Loan or a portion thereof as set forth therein, but may be rescinded by a written notice to Lender prior to the applicable Prepayment Date. Borrower agrees to indemnify Lender and to hold Lender harmless from and against any and all costs and expenses Lender sustains or incurs as a consequence of any such rescission of a notice of prepayment; (ii) If such prepayment is made on a day other than a Monthly 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 last day of the Interest Period during which such prepayment occurs. Any prepayment received by Lender on a date other than a Monthly Payment Date shall be held by Lender (and the interest shall accrue for the benefit of and shall be payable to Borrower's right ) as collateral security for the Loan and shall be applied to prepay the Debt on the next Monthly Payment Date; (iii) In connection with the release of any Individual Property (or the assignment of the Mortgage encumbering such Individual Property), Lender shall have received (A) payment of the applicable Release Amount, (B) payment of the Yield Maintenance Premium with respect to the portion of the Loan to be prepaid and (C) payment of any other amounts then due and owing to Lender pursuant to this Agreement and the other Loan Documents; (iv) Immediately after giving effect to such prepayment and the release of the applicable Individual Property from the Lien of the related Mortgage (or, in lieu of such release, the assignment of the Mortgage encumbering such Individual Property), no Default or Event of Default shall have occurred and be continuing (excluding any Default or Event of Default arising from the released Individual Property); (v) In connection with the release of an Individual Property pursuant to this Section 2.4.1(c), Borrower shall submit to Lender for its review, not less than ten (10) Business Days prior to the date of such release (or such shorter period of time as may be permitted by Lender in its sole discretion), a partial release of the applicable Mortgage and the related Loan Documents to be executed by Lender. Such release shall be in a form appropriate for the jurisdiction in which such Individual Property is located and otherwise reasonably acceptable to Lender; (vi) In lieu of a release of an Individual Property in accordance with clause (v), upon Borrower’s written request not less than ten (10) Business Days prior to the date of the proposed assignment (or such shorter period of time as may be permitted by Lender in its sole discretion), Lender shall (A) sever the Note and assign or endorse over a severed note in the amount equal to the Release Amount for such Individual Property and assign the applicable Mortgage to any Person designated by Borrower, which assignment and severance documents shall be in recordable form, (B) deliver to or as directed by Borrower the original executed severed note, (C) deliver the original recorded copy of the applicable Mortgage in Lender’s possession or, at Borrower’s sole cost and expense, a certified copy of record, and (D) execute and deliver such other instruments of conveyance, assignment, termination, severance and release (including appropriate UCC statements) in recordable form as may reasonably be requested by Borrower to evidence such assignment and/or severance, provided, in each case, without covenant, recourse, representation (other than representations that such assignment has been duly authorized and that Lender has not otherwise assigned or encumbered the applicable Mortgage except as expressly contemplated therein) or warranty by Lender and notwithstanding anything to the contrary contained herein, pursuant to instruments or other documents in form and substance reasonably satisfactory to Lender. Borrower shall provide all other documentation Lender reasonably requires to be delivered by Borrower in connection with such severance and assignment (including, without limitation, a severed note in the amount equal to the principal balance of the Loan shall be after giving effect to such assignment), together with an Officer’s Certificate certifying that such severance and assignment will not impair or otherwise adversely affect the Liens, security interests and other rights of Lender under the Loan Documents not being assigned (or as to the parties to the Loan Documents and the Individual Properties subject to (i) Borrower's submission of a notice the Loan Documents not being assigned). In connection with any transaction contemplated by this Section 2.4.1(c)(vi), Borrower shall submit to Lender setting forth the amount to be prepaid and the projected date of prepaymentfor its review, which date shall be no not less than thirty ten (3010) days from Business Days prior to the date of any assignment of a Mortgage (or such noticeshorter period of time as may be permitted by Lender in its sole discretion), all instruments and documents to be executed by Lender; (vii) Simultaneously with the release (or assignment), (A) Borrower shall convey its title to the applicable Individual Property to a Person other than Borrower and (iiB) Borrower's actual payment Borrower and Manager shall execute an amendment to Lender the Management Agreement effective as of such release (or assignment) deleting the amount to be prepaid as applicable Individual Property from the list of properties managed thereunder; (viii) Borrower shall deliver an Officer’s Certificate certifying that the requirements set forth in such notice on the projected date set forth in such notice or any day following such projected date occurring in the same calendar month as such projected date.this Section 2.4.1(c) have been satisfied; and (ix) All reasonable out-of-pocket costs and expenses incurred by Lender pursuant to this Section 2.4.1(c) shall be paid by Borrower

Voluntary Prepayments. (a) Except as otherwise provided herein, Borrower shall not have the right to prepay the Loan in whole or in part may at any time prior to the Permitted Prepayment Maturity Date. After the Permitted Prepayment Date, Borrower may, provided it has given Lender prior written notice in accordance with the terms of this Agreement, prepay the unpaid principal balance of the Loan in whole, but not in part, by paying, together with the amount to be prepaid, (i) interest accrued and unpaid on the outstanding portion of the principal balance of the Loan being prepaid to and including the date of prepayment, (ii) unless prepayment is tendered on a Payment Date, an amount equal to the interest that would have accrued on the amount being prepaid after the date of prepayment through and including the next Payment Date had the prepayment not been made (which amount shall constitute additional consideration for the prepayment), (iii) all other sums then due under this Agreement, the Note, the Mortgage and the other Loan Documents, and (iv) if prepayment occurs prior to the Payment Date which is one month prior to the Maturity Date, a prepayment consideration (the "PREPAYMENT CONSIDERATION"“Prepayment Consideration”) equal to the greater of (A) one percent (1%) of the outstanding principal balance of the Loan being prepaid or (B) the excess, if any, of (1) the sum of the present values of all then-scheduled payments of principal and interest under this Agreement including, but not limited to, principal and interest on the Maturity Date (with each such payment discounted to its present value at the date of prepayment at the rate which, when compounded monthly, is equivalent to the Prepayment Rate), over (2) the outstanding principal amount of the LoanLoan being prepaid. Lender shall notify Borrower of the amount and the basis of determination of the required prepayment consideration. (b) On Notwithstanding anything in paragraph (a) of this Section to the contrary, on the Payment Date that is one month three months prior to the Maturity Date, and on each day thereafter through the Maturity Date, Borrower may, at its option, prepay the Debt without payment of any Prepayment Consideration or other penalty or premiumConsideration; PROVIDEDprovided, HOWEVERhowever, if such prepayment is not paid on a regularly scheduled Payment Date, the Debt shall include interest that would have accrued on such prepayment through and including the day immediately preceding the Maturity next regularly scheduled Payment Date. Borrower's ’s right to prepay any portion of the principal balance of the Loan shall be subject to (i) Borrower's ’s submission of a notice to Lender setting forth the amount to be prepaid and the projected date of prepayment, which date shall be no less than thirty (30) days from the date of such notice, and (ii) Borrower's ’s actual payment to Lender of the amount to be prepaid as set forth in such notice on the projected date set forth in such notice or any day following such projected date occurring in the same calendar month as such projected date.

Voluntary Prepayments. (ai) Except as otherwise provided hereinSubject to paragraph (ii) below, the Borrower shall not have may at any time and from time to time prepay all or any portion of the right to outstanding principal amount of any Advance selected by the Borrower and capitalized interest thereon under the applicable Note, or prepay the applicable Note in its entirety, in each case upon prior submission of a Prepayment Election Notice by the Borrower to DOE (with a copy to the Collateral Agent) not less than **** prior to the Intended Prepayment Date in accordance with the terms hereof and such Note. (ii) Unless the prepayment of any Advance under paragraph (i) above includes prepayment in full of all outstanding Advances, capitalized interest thereon and all other Note Obligations, any such prepayment may only be made if: (A) to the extent that such prepayment is of: (1) a Note A Loan and is made prior to the expiration of the Note A Availability Period, or (2) a Note B Loan and is made prior to the expiration of the Note B Availability Period, the Borrower has obtained DOE’s prior written consent thereto; or (B) to the extent such prepayment is of: (1) a Note A Loan and is made after the expiration of the Note A Availability Period, or (2) a Note B Loan and is made after the expiration of the Note B Availability Period, the Borrower has demonstrated to the satisfaction of DOE that, immediately following such prepayment: (1) no Account Shortfall exists with respect to each Project Account having an Account Funding Requirement; (2) in case of a prepayment of a Note A Loan, in the event such prepayment is made before the Block 1 Project Completion Date, the total funding available to the Borrower is sufficient to pay all remaining Block 1 Project Costs in accordance with the then-applicable Block 1 Construction Budget or O&M Budget, as the case may be, and the Block 1 Project Execution Plan; (3) in case of a prepayment of a Note B Loan, in the event such prepayment is made before the Block 2 Project Completion Date, the total funding available to the Borrower is sufficient to pay all remaining Block 2 Project Costs in accordance with the then-applicable Block 2 Construction Budget or Block 2 O&M Budget, as the case may be, and the Block 2 Project Execution Plan; (4) in case of a prepayment of a Note A Loan, if the Block 1 Project Completion Date has not yet occurred, the Block 1 Project Completion Date is reasonably expected to occur on or before the Block 1 Project Completion Longstop Date; (5) in case of a prepayment of a Note B Loan, if the Block 2 Project Completion Date has not yet occurred, the Block 2 Project Completion Date is reasonably expected to occur on or before the Block 2 Project Completion Longstop Date; and (6) in each case, no Default or Event of Default has occurred and is continuing or would arise as a result of such prepayment. (iii) In the event of any prepayment of the Advances and capitalized interest thereon in whole or in part prior pursuant to Section 3.06(b)(ii)(A), unless otherwise agreed to by DOE, the Permitted Prepayment Date. After the Permitted Prepayment Date, Borrower may, provided it has given Lender prior written notice in accordance with the terms of this Agreement, prepay the unpaid principal balance of the remaining Loan in whole, but not in part, by paying, together with the amount Commitment Amount shall be deemed to be prepaid, (i) interest accrued and unpaid on the outstanding principal balance of the Loan being prepaid reduced to and including the date of prepayment, (ii) unless prepayment is tendered on a Payment Date, an amount equal to the interest that would have accrued on the amount being prepaid after the date of prepayment through and including the next Payment Date had the prepayment not been made (which amount shall constitute additional consideration for the prepayment), (iii) all other sums then due under this Agreement, the Note, the Mortgage zero and the other Loan Documents, and (iv) if prepayment occurs prior commitment of FFB to the Payment Date which is one month prior to the Maturity Date, a prepayment consideration (the "PREPAYMENT CONSIDERATION") equal to the greater of (A) one percent (1%) of the outstanding principal balance of the Loan being prepaid or (B) the excess, if any, of (1) the sum of the present values of all then-scheduled payments of principal and interest make further Advances under this Agreement including, but not limited to, principal and interest on the Maturity Date (with each such payment discounted to its present value at the date of prepayment at the rate which, when compounded monthly, is equivalent to the Prepayment Rate), over (2) the outstanding principal amount of the Loan. Lender Note shall notify Borrower of the amount and the basis of determination of the required prepayment considerationterminate. (b) On the Payment Date that is one month prior to the Maturity Date, and on each day thereafter through the Maturity Date, Borrower may, at its option, prepay the Debt without payment of any Prepayment Consideration or other penalty or premium; PROVIDED, HOWEVER, if such prepayment is not paid on a regularly scheduled Payment Date, the Debt shall include interest that would have accrued on such prepayment through and including the day immediately preceding the Maturity Date. Borrower's right to prepay any portion of the principal balance of the Loan shall be subject to (i) Borrower's submission of a notice to Lender setting forth the amount to be prepaid and the projected date of prepayment, which date shall be no less than thirty (30) days from the date of such notice, and (ii) Borrower's actual payment to Lender of the amount to be prepaid as set forth in such notice on the projected date set forth in such notice or any day following such projected date occurring in the same calendar month as such projected date.

Voluntary Prepayments. (a) 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. After the Permitted Prepayment Date, Borrower may, provided it has given Lender prior written notice in accordance with the terms of this Agreement, prepay the unpaid principal balance of the Loan in whole, but not in part, by paying, together with the amount to be prepaid, (i) interest accrued and unpaid on the outstanding principal balance of the Loan being prepaid to and including the date of prepayment, (ii) unless prepayment is tendered on a Payment Date, an amount equal to the interest that would have accrued on the amount being prepaid after the date of prepayment through and including the next Payment Date had the prepayment not been made (which amount shall constitute additional consideration for the prepayment), (iii) all other sums then due under this Agreement, the Note, the Mortgage and the other Loan Documents, and (iv) if prepayment occurs prior to the Payment Date which is one month prior to the Maturity Date, a prepayment consideration (the "PREPAYMENT CONSIDERATION") equal to the greater of (A) one percent (1%) of the outstanding principal balance of the Loan being prepaid or (B) the excess, if any, of (1) the sum of the present values of all then-scheduled payments of principal and interest under this Agreement including, but not limited to, ; principal and interest on the Maturity Date (with each such payment discounted to its present value at the date of prepayment at the rate which, when compounded monthly, is equivalent to the Prepayment Rate), over (2) the outstanding principal amount of the Loan. Lender shall notify Borrower of the amount and the basis of determination of the required prepayment consideration. (b) On the Payment Date that is one month prior to the Maturity Date, and on each day thereafter through the Maturity Date, Borrower may, at its option, prepay the Debt without payment of any Prepayment Consideration or other penalty or premium; PROVIDED, HOWEVER, if such prepayment is not paid on a regularly scheduled Payment Date, the Debt shall include interest that would have accrued on such prepayment through and including the day immediately preceding the Maturity Date. Borrower's right to prepay any portion of the principal balance of the Loan shall be subject to (i) Borrower's submission of a notice to Lender setting forth the amount to be prepaid and the projected date of prepayment, which date shall be no less than thirty (30) days from the date of such notice, and (ii) Borrower's actual payment to Lender of the amount to be prepaid as set forth in such notice on the projected date set forth in such notice or any day following such projected date occurring in the same calendar month as such projected date.

Voluntary Prepayments. (a) Except as otherwise expressly provided herein, Borrower shall not have the right to prepay the Loan in whole or in part prior to the Maturity Date. On the Payment Date occurring in August, 2025 (the “Permitted Prepayment Date. After the Permitted Prepayment Date”) or on any Business Day thereafter, Borrower may, provided it has given Lender at its option and upon ten (10) Business Days’ prior written notice in accordance with the terms of this Agreementto Lender, prepay the unpaid principal balance of the Loan in whole, but not in part, provided that such prepayment is accompanied by paying, together with the amount to be prepaid, (i) interest accrued and unpaid (1) if such prepayment occurs on any day during the outstanding principal balance of the Loan being prepaid to and including the date of prepayment, (ii) unless prepayment is tendered calendar month on a Payment Date, an amount equal or prior to the eleventh (11th) day of such calendar month, all interest that which would have accrued on the amount being prepaid after of the date of prepayment Loan through and including the next last day of the Interest Period in which such prepayment occurs, or (2) if such prepayment occurs on any day during a calendar month on or after the twelfth (12th) day of such calendar month through and including the last day of such calendar month, 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 had next occurring following the prepayment not been made date of such prepayment, unless such interest is paid to Lender as part of the Yield Maintenance Premium (which amount shall constitute additional consideration for if any), (ii) all other sums due and payable under this Agreement and the other Loan Documents (including all of Lender’s costs and expenses incurred thereby in connection with such prepayment), (iii) all other sums then due under this Agreement, the Note, the Mortgage and the other Loan Documents, Yield Maintenance Premium (if any) applicable to such payment and (iv) if a voluntary prepayment occurs prior in full of the Mortgage Loan pursuant to the Payment Date which is one month prior to the Maturity Date, a prepayment consideration (the "PREPAYMENT CONSIDERATION") equal to the greater of (A) one percent (1%Section 2.05(a) of the outstanding principal balance Mortgage Loan Agreement. For the avoidance of doubt, the Yield Maintenance Premium are earned as of the Closing Date, and immediately due and payable in connection with the repayment in full of the Debt and/or in the event the Debt is accelerated after the occurrence of an Event of Default. For the sake of clarity, Lender shall not be required to accept any repayment in full of the Loan being prepaid or (B) the excess, if any, of (1) the sum without a simultaneous repayment in full of the present values of all then-scheduled payments of principal and interest under this Agreement including, but not limited to, principal and interest on the Maturity Date (with each such payment discounted to its present value at the date of prepayment at the rate which, when compounded monthly, is equivalent to the Prepayment Rate), over (2) the outstanding principal amount of the Mortgage Loan. Lender shall notify Borrower of the amount and the basis of determination of the required prepayment consideration. (b) On the Payment Date that is one month prior to the Maturity Date, and on each day thereafter through the Maturity Date, Borrower may, at its option, prepay the Debt without payment of any Prepayment Consideration or other penalty or premium; PROVIDED, HOWEVER, if such prepayment is not paid on a regularly scheduled Payment Date, the Debt shall include interest that would have accrued on such prepayment through and including the day immediately preceding the Maturity Date. Borrower's right to prepay any portion of the principal balance of the Loan shall be subject to (i) Borrower's submission of a notice to Lender setting forth the amount to be prepaid and the projected date of prepayment, which date shall be no less than thirty (30) days from the date of such notice, and (ii) Borrower's actual payment to Lender of the amount to be prepaid as set forth in such notice on the projected date set forth in such notice or any day following such projected date occurring in the same calendar month as such projected date.

Voluntary Prepayments. (a) Except as otherwise provided hereinin this Section 2.4, Borrower shall not have the right to prepay any portion of the Loan in whole or in part prior to the Permitted Prepayment Release Date. After . (b) On or after the Permitted Prepayment Release Date, Borrower may, provided it has given Lender prior written notice in accordance with shall have the terms of this Agreement, right to prepay the unpaid principal balance of the Loan in whole, but not or in part, by payingprovided that (i) no Event of Default exists; (ii) Borrower gives Lender not less than seven (7) Business Days prior written notice that Borrower intends to prepay (the “Prepayment Notice”); and (iii) Borrower pays Lender, together with in addition to the outstanding principal amount of the Loan to be prepaid, (iA) interest accrued and unpaid on the outstanding principal balance if such prepayment of the Loan being prepaid to and including the date of prepayment, (ii) unless prepayment occurs on a day that is tendered on not a Payment Date, an amount equal to the all amounts of interest that which would have accrued on the amount being prepaid after of the date of prepayment Loan to be paid through and including the next last day of the Interest Period immediately preceding the Payment Date had next occurring following the date of such prepayment of the Loan, or, if such prepayment of the Loan occurs on a Payment Date, all amounts of accrued and unpaid interest through and including the last day of the Interest Period related to such Payment Date, provided, however, if any prepayment is made during the period commencing on the first calendar day immediately following a Payment Date to, but not been made (which amount including, the Determination Date in such calendar month, Borrower shall constitute additional consideration 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 prepaymentnext occurring Interest Period can be determined, Lender shall calculate the actual amount of interest required to be paid by Borrower for such prepayment and (x) if the Interest Shortfall paid to Lender is in excess of the amount required to be paid pursuant to this Section 2.4.1(b), Lender shall promptly return to Borrower such excess amount and (iiiy) if the Interest Shortfall is less than the amount required to be paid pursuant to this Section 2.4.1(b), Borrower shall pay to Lender within three (3) Business Days of notice from Lender, the amount of such deficiency, (B) except with respect to any prepayment that is a Permitted Prepayment Exception, if such prepayment is made on or prior to the Spread Maintenance Premium Termination Date, the Spread Maintenance Premium and (C) all other sums then due and payable under this Agreement, the Note, the Mortgage and the other Loan Documents, and (iv) if prepayment occurs prior to the Payment Date which is one month prior to the Maturity Date, a prepayment consideration (the "PREPAYMENT CONSIDERATION") equal to the greater of (A) one percent (1%) of the outstanding principal balance of the Loan being prepaid or (B) the excess, if any, of (1) the sum of the present values of all then-scheduled payments of principal and interest under this Agreement including, but not limited to, principal all of Lender’s reasonable actual out of pocket costs and interest expenses (including reasonable attorney’s fees and disbursements) incurred by Lender in connection with such prepayment of the Loan, including, without limitation, any Breakage Costs and any actual out of pocket costs and expenses associated with any rescinded or extended Prepayment Notice. Any Prepayment Notice may be rescinded or extended by Borrower upon delivery of written notice to Lender on or prior to the date specified for prepayment in the Prepayment Notice, provided that Borrower shall be responsible for the reasonable actual costs and expenses incurred by Lender in connection with the rescission or extension of such Prepayment Notice, including, without limitation, Breakage Costs. Notwithstanding the foregoing, prior to a Securitization, with respect to any prepayment made after the Payment Date and prior to or on the Maturity Date (with each such payment discounted Determination Date, Borrower shall only be required to its present value at pay interest through the date of such prepayment. (c) Notwithstanding the foregoing, Borrower shall be permitted to prepay a portion of the Loan, at any time and from time to time, without any Spread Maintenance Premium or other prepayment at penalty, premium or charge in an amount not to exceed, in the rate whichaggregate, when compounded monthlythe Permitted Prepayment Threshold, provided in the event such payment is equivalent a result of a Permitted Prepayment Exception, the Permitted Prepayment Threshold shall not be applicable (and for the avoidance of doubt, prepayments or repayments relating to a Permitted Prepayment Exception shall not reduce the Permitted Prepayment RateThreshold); provided, over that (2i) no Event of Default exists; (ii) Borrower gives Lender a Prepayment Notice in the manner specified in Section 2.4.1(b) hereof; and (iii) Borrower pays Lender, in addition to the outstanding principal amount of the Loan. Lender shall notify Borrower Loan to be prepaid, (A) if such prepayment of the Loan occurs on a day that is not a Payment Date, all amounts of interest which would have accrued on the amount and the basis of determination of the required prepayment consideration. (b) On Loan to be paid through and including the last day of the Interest Period immediately preceding the Payment Date that is one month prior to next occurring following the Maturity Datedate of such prepayment of the Loan, and on each day thereafter through the Maturity Date, Borrower may, at its option, prepay the Debt without payment of any Prepayment Consideration or other penalty or premium; PROVIDED, HOWEVERor, if such prepayment is not paid of the Loan occurs on a regularly scheduled Payment Date, the Debt shall include all amounts of accrued and unpaid interest that would have accrued on such prepayment through and including the last day of the Interest Period related to such Payment Date, provided, however, if any prepayment is made during the period commencing on the first calendar day immediately preceding following a Payment Date to, but not including, the Maturity 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 (x) if the Interest Shortfall paid to Lender is in excess of the amount required to be paid pursuant to this Section 2.4.1(c), Lender shall promptly return to Borrower such excess amount and (y) if the Interest Shortfall is less than the amount required to be paid pursuant to this Section 2.4.1(c), Borrower shall pay to Lender within three (3) Business Days of notice from Lender, the amount of such deficiency; and (B) all other sums then due and payable under this Agreement, the Note, and the other Loan Documents, including, but not limited 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 of the Loan, including, without limitation, any Breakage Costs and any actual out of pocket costs and expenses associated with any rescinded or extended Prepayment Notice. Any Prepayment Notice may be rescinded or extended by Borrower upon delivery of written notice to Lender on or prior to the date specified for prepayment in the Prepayment Notice, provided that Borrower shall be responsible for the reasonable actual costs and expenses incurred by Lender in connection with the rescission or extension of such Prepayment Notice, including, without limitation, Breakage Costs. Notwithstanding the foregoing, prior to a Securitization, with respect to any prepayment made after the Payment Date and prior to or on the Determination Date, Borrower shall only be required to pay interest through the date of such prepayment. (d) Concurrently with any voluntary prepayment made pursuant to this Section 2.4.1, each Mezzanine Borrower shall make a prepayment of the related Mezzanine Loan in an amount determined by multiplying the outstanding principal balance of each Mezzanine Loan by a fraction in which the portion of this Loan prepaid pursuant to this Section 2.4.1 is the numerator and the outstanding principal balance of this Loan prior to such prepayment is the denominator. Notwithstanding the foregoing, except with respect to any prepayment of a Mezzanine Loan required to be made solely in accordance with Sections 2.4.2, 2.4.3 or 2.5 of this Agreement or a prepayment made pursuant to Section 6.4 of this Agreement, provided no Event of Default shall then exist, on or after the Prepayment Release Date (but subject to Mezzanine A Borrower's ’s right to make prepayments up to the Permitted Prepayment Threshold (as defined in the Mezzanine A Loan Agreement) pursuant to, and in accordance with, Section 2.4.1(c) of the Mezzanine A Loan Agreement and subject to Mezzanine B Borrower’s right to make prepayments up to the Permitted Prepayment Threshold (as defined in the Mezzanine B Loan Agreement) pursuant to, and in accordance with, Section 2.4.1(c) of the Mezzanine B Loan Agreement) a Mezzanine Borrower (such Mezzanine Borrower, a “Prepaying Mezzanine Borrower”) may at its sole discretion, subject to the terms and conditions of the applicable Mezzanine Loan Documents, voluntarily prepay all or any portion of its Mezzanine Loan (the “Prepaid Mezzanine Loan”) without a prepayment of the Loan, provided that concurrently with such voluntary prepayment of the Prepaid Mezzanine Loan, each other Mezzanine Borrower shall make a prepayment of their related Mezzanine Loan in an amount determined by multiplying the outstanding principal balance of each such Mezzanine Loan by a fraction (1) the numerator of which is the portion of the Prepaid Mezzanine Loan being prepaid pursuant to the applicable Mezzanine Loan Documents and (2) the denominator of which is the outstanding principal balance of the Loan shall be subject to (i) Borrower's submission of a notice to Lender setting forth the amount to be prepaid and the projected date of prepayment, which date shall be no less than thirty (30) days from the date of such notice, and (ii) Borrower's actual payment to Lender of the amount to be prepaid as set forth in such notice on the projected date set forth in such notice or any day following such projected date occurring in the same calendar month as such projected datePrepaid Mezzanine Loan.

Voluntary Prepayments. (a) Except as otherwise provided herein, 9.1. The Borrower shall not have be entitled, subject to the right provisions of the Subordination Agreement and subject to clause 9.3 and the provisions of the Trust Deed, to prepay the Loan in whole or in any part of the Outstanding Principal. 9.2. If the Borrower wishes to make such a prepayment: 9.2.1. the Borrower shall give written notice (a Prepayment Notice) to the Lender not less than 14 (fourteen) days prior to the Permitted Prepayment Date. After the Permitted Prepayment Date, Borrower may, provided it has given Lender prior written notice in accordance with the terms of this Agreement, prepay the unpaid principal balance of the Loan in whole, but not in part, by paying, together with the amount to be prepaid, (i) interest accrued and unpaid on the outstanding principal balance of the Loan being prepaid to and including the date of such prepayment; 9.2.2. the Borrower shall, (ii) unless prepayment is tendered on a Payment Datein its Prepayment Notice, an amount equal to the interest that would have accrued on the amount being prepaid after the date of prepayment through and including the next Payment Date had the prepayment not been made (which amount shall constitute additional consideration for the prepayment), (iii) all other sums then due under this Agreement, the Note, the Mortgage and the other Loan Documents, and (iv) if prepayment occurs prior to the Payment Date which is one month prior to the Maturity Date, a prepayment consideration (the "PREPAYMENT CONSIDERATION") equal to the greater of (A) one percent (1%) of the outstanding principal balance of the Loan being prepaid or (B) the excess, if any, of set out (1) the sum amount (the Prepayment Amount) which it wishes to prepay on account of the present values Outstanding Principal and (2) a date (the Prepayment Date) on which it wishes to make that prepayment; and 9.2.3. a Prepayment Notice, once given, shall be irrevocable and on the stipulated Prepayment Date the Borrower shall pay the Prepayment Amount to the Lender. 9.3. Notwithstanding the provisions of clause 9.1, the Borrower shall not prepay the Outstanding Principal or a portion thereof, without paying to the Lender, on the applicable Prepayment Date, all then-scheduled interest which has accrued on the Outstanding Principal and which has not yet been paid by the Borrower. 9.4. The Borrower shall not prepay all or any part of the Outstanding Principal except at the times and in the manner expressly provided for in this Agreement. 9.5. The making of a prepayment pursuant to this clause 9 shall not relieve the Borrower from its obligations to make all and any payments that it is obliged to make pursuant to any other provision of principal and interest this Agreement. 9.6. If any amount owing pursuant to the ARM Loan Agreement is voluntarily prepaid, the Borrower shall simultaneously prepay to the Lender under this Agreement including, but not limited to, principal and interest on an amount so that the Maturity Date (with each such payment discounted to its present value at the date of prepayment at the rate which, when compounded monthly, amount so paid under this Agreement is equivalent equal to the Prepayment Rate), over (2) the outstanding principal amount Harmony Percentage of the Loan. Lender shall notify Borrower of the total amount paid under both this Agreement and the basis of determination of the required prepayment considerationARM Loan Agreement. (b) On the Payment Date that is one month prior to the Maturity Date, and on each day thereafter through the Maturity Date, Borrower may, at its option, prepay the Debt without payment of any Prepayment Consideration or other penalty or premium; PROVIDED, HOWEVER, if such prepayment is not paid on a regularly scheduled Payment Date, the Debt shall include interest that would have accrued on such prepayment through and including the day immediately preceding the Maturity Date. Borrower's right to prepay any portion of the principal balance of the Loan shall be subject to (i) Borrower's submission of a notice to Lender setting forth the amount to be prepaid and the projected date of prepayment, which date shall be no less than thirty (30) days from the date of such notice, and (ii) Borrower's actual payment to Lender of the amount to be prepaid as set forth in such notice on the projected date set forth in such notice or any day following such projected date occurring in the same calendar month as such projected date.

Voluntary Prepayments. (a) 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. After the Permitted Prepayment DateProvided no Event of Default has occurred and is continuing, Borrower may, provided it has given at its option and upon prior notice to Lender prior written notice in accordance with the terms of this Agreementas set forth herein, prepay the unpaid principal balance of the Loan Debt in whole, but not in part, by payingprovided that, together with the amount to be prepaid, (i) interest accrued and unpaid on the outstanding principal balance of the Loan being prepaid to and including the date of prepayment, (ii) unless such prepayment is tendered accompanied by the Prepayment Premium, if any. Lender shall not be obligated to accept any prepayment unless it is accompanied by the Prepayment Premium due in connection therewith. Any prepayment received by Lender on a Payment Date, an amount equal to date other than the first (1st) day of any Interest Accrual Period shall include interest that which would have accrued on the amount being prepaid after the from such date of prepayment through and including the next Payment Date had last day of the Interest Accrual Period during which such prepayment not been is being made (which amount shall constitute additional consideration for the prepayment), (iii) all other sums then due under this Agreementsuch amounts, the Note“Interest Shortfall”). Additionally, Borrower shall pay any Breakage Costs (provided that the Mortgage and the other Loan Documents, and (ivsame are not duplicative of any Interest Shortfall paid in connection with such prepayment) if in connection with any prepayment occurs prior to the Payment Date which is one month prior to the Maturity Date, a prepayment consideration (the "PREPAYMENT CONSIDERATION") equal to the greater of (A) one percent (1%) of the outstanding principal balance of the Loan being prepaid or (B) the excess, if any, of (1) the sum of the present values of all then-scheduled payments of principal and interest under this Agreement including, but not limited to, principal and interest on the Maturity Date (with each such payment discounted to its present value at the date of prepayment at the rate which, when compounded monthly, is equivalent to the Prepayment Rate), over (2) the outstanding principal amount of the Loan. As a condition to any voluntary prepayment, Borrower shall give Lender shall notify Borrower written notice (a “Prepayment Notice”) of the amount its intent to prepay, which notice must be given at least twenty (20) days (or such shorter period as may be agreed by Lender in its sole discretion) and the basis of determination of the required prepayment consideration. not more than ninety (b90) On the Payment Date that is one month days prior to the Maturity Date, Business Day upon which prepayment is to be made and must specify the Business Day on each day thereafter through the Maturity Date, Borrower may, at its option, prepay the Debt without payment of any Prepayment Consideration or other penalty or premium; PROVIDED, HOWEVER, if which such prepayment is not paid on a regularly scheduled Payment Date, the Debt shall include interest that would have accrued on such prepayment through and including the day immediately preceding the Maturity Date. Borrower's right to prepay any portion of the principal balance of the Loan shall be subject to (i) Borrower's submission of a notice to Lender setting forth the amount to be prepaid and the projected date of prepayment, which date shall made. Such Prepayment Notice may be revoked upon no less than thirty two (302) days from Business Days’ prior written notice to Lender; provided that Borrower shall reimburse Lender for all out-of-pocket costs and expenses reasonably incurred Lender in connection with such revocation, including any Breakage Costs. Borrower hereby agrees that, in the date event Borrower delivers a Prepayment Notice and, absent Borrower’s timely revocation of such noticePrepayment 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 (ii) Borrower's actual payment shall be responsible for, all Losses incurred by Lender with respect to Lender of the amount to be prepaid as set forth in any such notice on the projected date set forth in such notice or any day following such projected date occurring in the same calendar month as such projected datePrepayment Failure.

Voluntary Prepayments. (a) Except as otherwise expressly provided herein, Borrower shall not have the right to prepay the Loan in whole or in part prior to the Permitted Prepayment Maturity Date. . (b) After the Permitted Prepayment Date, Borrower may, provided it has given Lender at its option and upon thirty (30) days prior written notice in accordance with the terms of this Agreementto Lender, prepay the unpaid principal balance of the Loan Debt in whole, full (but not in part), by paying, together with the amount to be prepaid, provided that (i) interest accrued and unpaid on the outstanding principal balance of the Loan being prepaid to and including the date of prepayment[intentionally omitted], (ii) unless prepayment is tendered on a Payment Date, an amount equal to the interest that would have accrued on the amount being prepaid after the date of prepayment through and including the next Payment Date had the prepayment not been made (which amount shall constitute additional consideration for the prepayment), (iii) all other sums then due under this Agreement, the Note, the Mortgage and the other Loan Documents, and (iv) if prepayment occurs prior to the Payment Date which is one month prior to the Maturity Date, a prepayment consideration (the "PREPAYMENT CONSIDERATION") equal to the greater of (A) one percent (1%) of the outstanding principal balance of the Loan being prepaid or (B) the excess, if any, of (1) the sum of the present values of all then-scheduled payments of principal and interest under this Agreement including, but not limited to, principal and interest on the Maturity Date (with each such payment discounted to its present value at the date of prepayment at the rate which, when compounded monthly, is equivalent to the Prepayment Rate), over (2) the outstanding principal amount of the Loan. Lender shall notify Borrower of the amount and the basis of determination of the required prepayment consideration. (b) On the Payment Date that is one month prior to the Maturity Date, and on each day thereafter through the Maturity Date, Borrower may, at its option, prepay the Debt without payment of any Prepayment Consideration or other penalty or premium; PROVIDED, HOWEVER, if such prepayment is not paid on a regularly scheduled Payment Date, the Debt shall include interest that would have accrued on such prepayment through and including the day immediately preceding the Maturity Date. Borrower's right to prepay any portion of the principal balance of the Loan shall be subject to (i) Borrower's submission of submits a notice to Lender setting forth the amount to be prepaid and the projected date of prepaymentprepayment (the “Prepayment Date”), which date shall be no less than thirty (30) days from the date of such notice, (iii) Borrower pays to Lender (A) the unpaid principal amount of the Note, (B) all interest accrued and unpaid on the principal balance of the Note to and including the date of prepayment, (C) all other sums due under the Note, this Agreement and the other Loan Documents, (D) if such prepayment occurs prior to the Permitted Par Prepayment Date, the Yield Maintenance Premium (or, if an Event of Default then exists, the Yield Maintenance Default Premium pursuant to Section 2.3.3), and (iiE) Borrower's actual payment if such prepayment is not paid on a regularly scheduled Payment Date, interest for the full Accrual Period during which the prepayment occurs, notwithstanding that such Accrual Period extends beyond the date of prepayment. If a notice of prepayment is given by Borrower to Lender of pursuant to this Section 2.3.1, the amount to designated for prepayment and all other sums required under this Section 2.3.1 shall be prepaid as set forth in such notice due and payable on the projected Prepayment Date. A notice of prepayment may be revoked by Borrower or Borrower may change the repayment date if written notice of such revocation or change is delivered by Borrower to Lender on or before the date that is five (5) Business Days prior to the repayment date set forth in the notice of prepayment and Borrower pays any reasonable actual third-party costs and expenses incurred by Lender in connection with such revocation. (c) After the Permitted Prepayment Date, Borrower may, at its option and upon thirty (30) days prior written notice to Lender, prepay the Debt in part in connection with a Debt Yield Cure – Partial Prepayment or any day following a prepayment pursuant to Section 6.4(b)(i)(C) hereof, provided that (i) no Event of Default then exists, (ii) Borrower submits the notice to Lender described in Section 2.3.1(b)(ii) above to Lender setting forth the Prepayment Date, which date shall be no less than thirty (30) days from the date of such projected date occurring notice, (iii) Borrower pays to Lender (A) the amount described in the same calendar month definition of “Debt Yield Cure – Partial Prepayment” in Article I hereof, or the amount needed to achieve the Debt Service Coverage Ratio required by Section 6.4(b)(i)(C) (as applicable), (B) all interest accrued and unpaid on the principal balance of the Note being prepaid, including the date of prepayment, (C) all other sums due under the Note, this Agreement and the other Loan Documents, (D) if such projected dateprepayment occurs prior to the Permitted Par Prepayment Date, the Yield Maintenance Premium applicable to the amount being prepaid, and (E) if such prepayment is not paid on a regularly scheduled Payment Date, interest for the full Accrual Period during which the prepayment occurs, notwithstanding that such Accrual Period extends beyond the date of prepayment. If a notice of prepayment is given by Borrower to Lender pursuant to this Section 2.3.1, the amount designated for prepayment and all other sums required under this Section 2.3.1 shall be due and payable on the Prepayment Date. A notice of prepayment may be revoked by Borrower or Borrower may change the repayment date if written notice of such revocation or change is delivered by Borrower to Lender on or before the date that is five (5) Business Days prior to the repayment date set forth in the notice of prepayment and Borrower pays any reasonable actual third-party costs and expenses incurred by Lender in connection with such revocation. Notwithstanding the foregoing, Borrower shall also have the right to prepay the Debt in part in accordance with Section 2.5.2 hereof. (d) In addition to B▇▇▇▇▇▇▇’s right to prepay pursuant to Section 2.3.1(b) and (c) above and Section 2.5.2 below, Borrower shall also have the right to voluntarily defease the Loan pursuant to Section 2.4 and Section 2.5.2 hereof. (e) For the avoidance of doubt, prepayments during an Event of Default are subject to the terms and conditions set forth in Section 2.3.3 hereof.

Voluntary Prepayments. (a) 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. After the Permitted Prepayment Date, Borrower may, provided it has given Lender prior written notice in accordance with the terms of this Agreement, prepay the unpaid principal balance of the Loan in whole, but not in part, by paying, together with the amount to be prepaid, (i) interest accrued and unpaid on the outstanding principal balance of the Loan being prepaid to and including the date of prepayment, (ii) unless prepayment is tendered on a Payment Date, an amount equal to the interest that would have accrued on the amount being prepaid after the date of prepayment through and including the next Payment Date had the prepayment not been made (which amount shall constitute additional consideration for the prepayment), (iii) all other sums then due under this Agreement, the Note, the Mortgage and the other Loan Documents, and (iv) if prepayment occurs prior to the Payment Date which is one month three months prior to the Maturity Date, a prepayment consideration (the "PREPAYMENT CONSIDERATION") equal to the greater of (A) one percent (1%) of the outstanding principal balance of the Loan being prepaid or (B) the excess, if any, of (1) the sum of the present values of all then-scheduled payments of principal and interest under this Agreement including, but not limited to, principal and interest on the Maturity Date (with each such payment discounted to its present value at the date of prepayment at the rate which, when compounded monthly, is equivalent to the Prepayment Rate), over (2) the outstanding principal amount of the Loan. Lender shall notify Borrower of the amount and the basis of determination of the required prepayment consideration. (b) On the Payment Date that is one month three (3) months prior to the Maturity Date, and on each day thereafter through the Maturity Date, Borrower may, at its option, prepay the Debt without payment of any Prepayment Consideration or other penalty or premium; PROVIDED, HOWEVER, if such prepayment is not paid on a regularly scheduled Payment Date, the Debt shall include interest that would have accrued on such prepayment through and including the day immediately preceding the Maturity Date. Borrower's right to prepay any portion of the principal balance of the Loan shall be subject to (i) Borrower's submission of a notice to Lender setting forth the amount to be prepaid and the projected date of prepayment, which date shall be no less than thirty (30) days from the date of such notice, and (ii) Borrower's actual payment to Lender of the amount to be prepaid as set forth in such notice on the projected date set forth in such notice or any day following such projected date occurring in the same calendar month as such projected date.

Voluntary Prepayments. (a) Except as otherwise provided herein, Borrower shall not have the right to prepay the Loan in whole or in part prior to or on the Permitted Prepayment Date. After On or after the Permitted Prepayment Date, Borrower may, provided it has given Lender prior written notice in accordance with the terms of this Agreement, prepay the unpaid principal balance of the Loan in whole, but not in part, by paying, together with the amount to be prepaid, (i) interest accrued and unpaid on the outstanding principal balance of the Loan being prepaid to and including the date of prepayment, (ii) unless prepayment is tendered on a Payment Date, an amount equal to the interest that would have accrued on the amount being prepaid after the date of prepayment through and including the next Payment Date had the prepayment not been made (which amount shall constitute additional consideration for the prepayment), (iii) all other sums then due under this Agreement, the Note, the Mortgage and the other Loan Documents, and (iv) if prepayment occurs prior to the Payment Date which is one month three (3) months prior to the Maturity Date, a prepayment consideration (the "PREPAYMENT CONSIDERATION") equal to the greater of (A) one percent (1%) of the outstanding principal balance of the Loan being prepaid or (B) the excess, if any, of (1) the sum of the present values of all then-scheduled payments of principal and interest under this Agreement including, but not limited to, principal and interest due on the Maturity Date October 1, 2009 (with each such payment discounted to its present value at the date of prepayment at the rate which, when compounded monthly, is equivalent to the Prepayment Rate), over (2) the outstanding principal amount of the Loan. Lender shall notify Borrower of the amount and the basis of determination of the required prepayment consideration. (b) On the Payment Date that is one month three (3) months prior to the Maturity Date, and on each day thereafter through the Maturity Date, Borrower may, at its option, prepay the Debt without payment of any Prepayment Consideration or other penalty or premium; PROVIDED, HOWEVER, if such prepayment is not paid on a regularly scheduled Payment Date, the Debt shall include interest that would have accrued on such prepayment through and including the day immediately preceding the Maturity Date. Borrower's right to prepay any portion of the principal balance of the Loan shall be subject to (i) Borrower's submission of a notice to Lender setting forth the amount to be prepaid and the projected date of prepayment, which date shall be no less than thirty (30) days from the date of such notice, and (ii) Borrower's actual payment to Lender of the amount to be prepaid as set forth in such notice on the projected date set forth in such notice or any day following such projected date occurring in the same calendar month as such projected date.

Voluntary Prepayments. (a) Except as otherwise provided hereinset forth in Section 2.5(b) below, the Loan may be prepaid only through the collections of Available Amounts and any other amounts with respect to the Participation Interests and the Receivables. (b) Subject to Section 3.5, Borrower shall not have the right to prepay the Loan may voluntarily prepay, in whole or in part prior to the Permitted Prepayment Date. After the Permitted Prepayment Date, Borrower may, provided it has given Lender prior written notice in accordance with the terms of this Agreement, prepay the unpaid principal balance of the Loan in whole, but not in part, the entire outstanding principal balance of all Obligations plus, whether by payingreason of acceleration or otherwise, together with the amount to be prepaid, (i) interest any accrued and unpaid on interest and any unpaid fees or expenses related thereto and terminate this Agreement and all Revolving Loan Commitments at any time after (but not before) the Lockout Termination Date, provided, that Borrower shall have identified such prepayment date (the “Prepayment Date”) and given Agent not less than fifteen (15) calendar days’ prior written notice in advance of such proposed Prepayment Date. Notwithstanding anything herein to the contrary, if outstanding principal balance of the Loan being prepaid Obligations is prepaid, in whole or in part, by the Borrower or its Affiliates prior to the Lockout Termination Date (whether by acceleration or otherwise), Borrower shall be liable for the Exit Additional Interest calculated and including the date of prepayment, (ii) unless prepayment is tendered on a Payment Date, an amount equal to the aggregate amount of interest and fees that would have accrued on been due to Agent and the amount being prepaid Lenders, for the period from and after the date of such prepayment through to and including the next Payment Lockout Termination Date had at the prepayment not been made (which amount shall constitute additional consideration for the prepayment), (iii) all other sums then due under this Agreement, the Note, the Mortgage and the other Loan Documents, and (iv) if prepayment occurs prior to the Payment Date which is one month prior to the Maturity Date, a prepayment consideration (the "PREPAYMENT CONSIDERATION") equal to the greater of (A) one percent (1%) Default Rate as of the outstanding principal date of such prepayment assuming the balance of the Loan being prepaid or (B) the excess, if any, as of (1) the sum of the present values of all then-scheduled payments of principal and interest under this Agreement including, but not limited to, principal and interest on the Maturity Date (with each such payment discounted to its present value at the date of prepayment at the rate which, when compounded monthly, is equivalent to the Prepayment Rate), over (2) the outstanding principal amount of the Loan. Lender shall notify Borrower of the amount and the basis of determination of the required prepayment consideration. (b) On the Payment Date that is one month prior to the Maturity Date, and on each day thereafter through the Maturity Date, Borrower may, at its option, prepay the Debt without payment of any Prepayment Consideration or other penalty or premium; PROVIDED, HOWEVER, if such prepayment is not paid on a regularly scheduled Payment Date, the Debt shall include interest that would have accrued on such prepayment through and including the day immediately preceding the Maturity Date. Borrower's right to prepay any portion of the principal balance of the Loan shall be subject to (i) Borrower's submission of a notice to Lender setting forth the amount to be prepaid and the projected date of prepayment, which date shall be no less than thirty (30) days from the date of such noticeprepayment is equal to the Maximum Loan Amount, which Exit Additional Interest and (ii) Borrower's actual payment to Lender other amounts shall be paid concurrently with such prepayment or repayment, provided, that if such prepayment occurs following acceleration of the amount Obligations due to a Change of Control that has not been consented to in writing by Agent prior to the consummation thereof, such Exit Additional Interest shall be calculated without regard to the Default Rate. For the avoidance of doubt, notwithstanding anything otherwise in this Agreement to the contrary, the Loan may not be voluntarily prepaid as set forth in such notice on by Borrower prior to the projected date set forth in such notice or any day following such projected date occurring in the same calendar month as such projected dateLockout Termination Date.

Voluntary Prepayments. (a) Except as otherwise provided hereinPrior to the Lockout Release Date, Borrower shall not have the right to prepay outstanding principal amount of the Loan may not be prepaid in whole or in part prior to part. On or after the Permitted Prepayment Lockout Release Date. After the Permitted Prepayment Date, provided no Event of Default has occurred and is continuing, Borrower may, provided it has given Lender at its option and upon 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 (the “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 of this Agreementhereof, prepay the unpaid principal balance of the Loan Debt in whole, whole but not in part, by paying, together with the amount to be prepaid, (i) interest accrued and unpaid on the outstanding principal balance any date without payment of the Yield Maintenance Premium. Lender shall not be obligated to accept any prepayment unless it is accompanied by the Yield Maintenance Premium, if any, due in connection therewith. Any partial prepayment shall be applied to the Loan being prepaid to in such order and including the date of prepayment, (ii) unless priority as may be determined by Lender in its reasonable discretion. Any prepayment is tendered received by Lender on a Payment Date, an amount equal to date other than the last day of any Interest Accrual Period shall include interest that which would have accrued on the amount being prepaid after the from such date of prepayment through and including the next Payment Date had the prepayment not been made (which amount shall constitute additional consideration for the prepayment), (iii) all other sums then due under this Agreement, the Note, the Mortgage and the other Loan Documents, and (iv) if prepayment occurs prior to the Payment Date which is one month prior to the Maturity Date, a prepayment consideration (the "PREPAYMENT CONSIDERATION") equal to the greater of (A) one percent (1%) last day of the outstanding principal balance of the Loan being prepaid or (B) the excess, if any, of (1) the sum of the present values of all then-scheduled payments of principal and interest under this Agreement including, but not limited to, principal and interest on the Maturity Date (with each such payment discounted to its present value at the date of prepayment at the rate which, when compounded monthly, is equivalent to the Prepayment Rate), over (2) the outstanding principal amount of the Loan. Lender shall notify Borrower of the amount and the basis of determination of the required prepayment consideration. (b) On the Payment Date that is one month prior to the Maturity Date, and on each day thereafter through the Maturity Date, Borrower may, at its option, prepay the Debt without payment of any Prepayment Consideration or other penalty or premium; PROVIDED, HOWEVER, if Interest Accrual Period during which such prepayment is not paid on a regularly scheduled Payment Datebeing made (such amounts, the Debt shall include interest that would have accrued on such prepayment through and including the day immediately preceding the Maturity Date“Interest Shortfall”). Borrower's right As a condition to prepay any portion of the principal balance of the Loan shall be subject to (i) Borrower's submission of a notice to Lender setting forth the amount to be prepaid and the projected date of voluntary prepayment, Borrower shall give Lender written notice (a “Prepayment Notice”) of its intent to prepay, which date shall notice must be no less than given at least thirty (30) and not more than ninety (90) days prior to the Business Day upon which prepayment is to be made and must specify the anticipated Business Day on which such prepayment is 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 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-appealable judgment to have resulted from the date gross negligence, illegal acts, bad faith or willful misconduct of such notice, and (ii) Borrower's actual payment to Lender of the amount to be prepaid as set forth in such notice on the projected date set forth in such notice or any day following such projected date occurring in the same calendar month as such projected dateLender.

Voluntary Prepayments. (a) Except as otherwise expressly provided hereinin this Section 2.4 and 6.3, Borrower shall not have the right to prepay the Loan in whole or in part prior to the Permitted Prepayment Date. After the Permitted Prepayment Date, Borrower may, provided it has given Lender prior written notice in accordance with the terms of this Agreement, prepay the unpaid principal balance of the Loan in whole, but not in part, by paying, together with the amount to be prepaid, (i) interest accrued and unpaid on the outstanding principal balance of the Loan being prepaid to and including the date of prepayment, (ii) unless prepayment is tendered on a Payment Date, an amount equal to the interest that would have accrued on the amount being prepaid after the date of prepayment through and including the next Payment Date had the prepayment not been made (which amount shall constitute additional consideration for the prepayment), (iii) all other sums then due under this Agreement, the Note, the Mortgage and the other Loan Documents, and (iv) if prepayment occurs prior to the Payment Date which is one month prior to the Maturity Date, a prepayment consideration (the "PREPAYMENT CONSIDERATION") equal to the greater of (A) one percent (1%) of the outstanding principal balance of the Loan being prepaid or (B) the excess, if any, of (1) the sum of the present values of all then-scheduled payments of principal and interest under this Agreement including, but not limited to, principal and interest on the Maturity Date (with each such payment discounted to its present value at the date of prepayment at the rate which, when compounded monthly, is equivalent to the Prepayment Rate), over (2) the outstanding principal amount of the Loan. Lender shall notify Borrower of the amount and the basis of determination of the required prepayment consideration. (b) On Provided no Event of Default has occurred and is continuing on the Payment Date that is one month prior to the Maturity Permitted Par Prepayment Date, and on each day any Business Day thereafter through the Maturity Datedate the Debt is paid in full, Borrower may, at its option, prepay the Debt in full (but not in part) without payment of any Prepayment Consideration Yield Maintenance Premium or other penalty or premium; PROVIDEDprovided, HOWEVERhowever, if for any reason such prepayment is not paid on a regularly scheduled Payment Date, the Debt shall include interest that would have accrued on such for the full Accrual Period during which the prepayment through and including the day immediately preceding the Maturity Dateoccurs. Borrower's ’s right to prepay any portion of the principal balance of the Loan in full pursuant to this subsection shall be subject to (i) Borrower's ’s submission of a notice to Lender setting forth the amount to be prepaid and the projected date of prepayment, which date shall be no less than thirty ten (3010) days Business Days from the date of such notice, and (ii) subject to Section 2.4.1(d) hereof, Borrower's ’s actual payment to Lender of the full amount of the Debt, including interest for the full Accrual Period during which the prepayment occurs. (c) Borrower may prepay a portion of the outstanding principal balance of the Loan from time to time in an amount necessary to cause the Debt Yield to equal or exceed the Debt Yield required to (i) effect a Debt Yield Cure (each such Debt Yield, the “Required Trigger Cure Debt Yield”, and each such prepayment, a “Debt Yield Cure Payment”), USActive 30748472.10 -40- provided, that no other Cash Sweep Event is then continuing, and (ii) satisfy the condition set forth in Section 6.4(b)(i)(J) in connection with a Restoration, and further provided that, in each case, Borrower pays to Lender, in addition to the outstanding principal amount of the Loan to be prepaid as (A) all interest which would have accrued on the principal amount of the Loan to be prepaid through and including the last day of the Accrual Period during which such prepayment is made or, if such prepayment occurs on a Payment Date, through and including the last calendar day of the Accrual Period prior to such Payment Date (for the avoidance of doubt, 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); (B) all other sums due and payable under this Agreement, the Note and the other Loan Documents, without duplication of any sums paid pursuant to the preceding clause (A), and all actual reasonable out-of-pocket costs and administrative expenses (including reasonable attorneys’ fees and disbursements) incurred by Lender in connection with such prepayment; and (C) if such prepayment is made prior to the Permitted Par Prepayment Date, the applicable Yield Maintenance Premium. Notwithstanding anything to the contrary contained in this Agreement or any of the other Loan Documents, the payment of a Debt Yield Cure Payment in accordance with the terms and conditions of this Agreement which shall cause the Debt Yield to equal or exceed the Required Trigger Cure Debt Yield shall constitute an immediate Debt Yield Cure. For the avoidance of doubt, the failure to achieve the Debt Yield necessary to (i) effect a Debt Yield Cure or (ii) satisfy the condition set forth in such Section 6.4(b)(i)(J) in connection with a Restoration shall not in and of itself constitute a Default hereunder. (d) If a notice of prepayment is given by Borrower to Lender pursuant to Section 2.4.1(c), Section 2.4.1(c) or Section 2.4.6, as applicable the amount designated for prepayment and all other sums required under Section 2.4.1(c), or Section 2.4.6, as applicable shall be due and payable on the projected proposed prepayment date set forth unless such prepayment is revoked or modified by written notice given by Borrower to Lender not less than one (1) Business Day prior to such specified prepayment date, provided that Borrower shall pay all of Lender’s reasonable actual out-of-pocket costs and administrative expenses incurred in connection with such notice revocation or modification, within ten (10) days of Lender’s demand therefor. (e) If following any day following Casualty or Condemnation, the Net Proceeds are not required to be made available to Borrower for a Restoration of the Property pursuant to Section 6.4 hereof, and in addition to any other rights granted to Borrower hereunder, Borrower shall have the right to prepay the Loan in whole but not in part in accordance with the provisions of Section 2.4.1(c) hereof to obtain the release of the Property from the Lien of the Mortgage thereon and related Loan Documents in accordance with Section 2.5 hereof, provided, however, that no Yield Maintenance Premium shall be due in connection with any such projected date occurring in the same calendar month as such projected date.prepayment. USActive 30748472.10 -41-