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 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 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 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 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 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 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. 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. (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 Anticipated Repayment 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 (or, HOWEVERto the extent set forth in Section 2.6.2 hereof, if such prepayment is not paid on a regularly scheduled Payment Datein part), 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 forth 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) Notwithstanding anything contained in such notice or any day following such projected date occurring Section 2.4.1(a) above to the contrary, Borrower may prepay a portion of the Loan after the Permitted Prepayment Date in the same calendar month as such projected dateaccordance with Section 2.6.2 hereof.

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 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 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 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 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 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 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 Prior to the Maturity Date, and on each day thereafter through the Maturity Prepayment Lockout Expiration 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 no less than upon thirty (30) days from prior written notice to Lender, prepay the Debt in whole but not in part, together with payment of the Yield Maintenance Premium, provided, however, if the date of such noticeprepayment is other than a Payment Date, and (ii) Borrower's actual payment Borrower shall pay Lender, in addition to Lender the Debt, all interest which would have accrued on the amount of the amount Loan to be prepaid as set forth paid through and including the end of the Interest Accrual Period in which such prepayment occurs. (c) On the Prepayment Lockout Expiration Date, or on any Payment Date thereafter, Borrower may, at its option and upon thirty (30) days prior written notice to Lender, prepay the Debt in whole but not in part, without payment of the Yield Maintenance Premium provided, however, if the date of such prepayment is other than a Payment Date, Borrower shall pay Lender, in addition to the Debt, all interest which would have accrued on the projected date set forth amount of the Loan to be paid through and including the end of the Interest Accrual Period in which such notice or any day following such projected date occurring in the same calendar month as such projected dateprepayment occurs.

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 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. (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 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 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. (aI) 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 (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 ten (10) Business Days prior to such payment; (b) Borrower shall pay to Lender, simultaneously with such prepayment, (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 Note Rate on the amount of principal being prepaid after the date of prepayment through and including the next Payment Date had the prepayment not been made Prepayment Date; (which amount shall constitute additional consideration for the prepayment), (iiiii) all other sums then due under this Agreement, the Note, the Mortgage and Note or the other Loan Documents and (iii) the Exit Fee; (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) Such prepayment shall not be prohibited pursuant to the Mortgage Loan Documents. (II) Notwithstanding anything to the contrary contained herein, Borrower shall be obligated to prepay the Loan in whole on the date that the Mortgage Loan is paid in full (the “Mortgage Loan Prepayment Date”), and in connection therewith: (iva) if prepayment occurs Borrower shall provide prior written notice to Lender (which notice shall be irrevocable) specifying the Mortgage Loan Prepayment Date, which notice shall be delivered to Lender not less than ten (10) Business Days prior to the Payment Date which is one month prior to the Maturity Mortgage Loan Prepayment 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.; and (b) On Borrower shall pay to Lender, simultaneously with such prepayment, (i) all accrued and unpaid interest calculated at the Payment Date that is one month prior to Note Rate on the Maturity Date, and on each day thereafter through the Maturity Date, Borrower may, at its option, prepay the Debt without payment amount 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 principal being prepaid through and including the day immediately preceding the Maturity Mortgage Loan Prepayment 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 all other sums then due under this Agreement, the Note or the other Loan Documents and (iii) the Exit Fee. 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 due and payable on the Prepayment Date and/or the Mortgage Loan Prepayment Date, as set forth in applicable; provided, however, that such notice on may be revoked at any time prior to the projected date set forth Prepayment Date and/or the Mortgage Loan Prepayment Date, as applicable, provided Borrower pays to Lender all actual out-of-pocket expenses incurred by Lender in such notice or any day following such projected date occurring in connection with the same calendar month as such projected dateanticipated prepayment;.

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 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; (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 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 Mezzanine Loan and Permitted Mezzanine Loan shall have been complied with by the borrower thereunder or otherwise waived by the applicable lender, including the simultaneous pro rata prepayment of each 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 (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.

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, 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 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 20 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 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, 2010 (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, such that the resulting outstanding principal balance of the Loan will equal Twenty Three Million Nine 90526285v7 Hundred Thousand and No/100 Dollars ($23,900,000.00) (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) unless the Permitted Paydown Amount is tendered on a Payment Date, 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. In connection with the foregoing, all funds held by Lender in the Tax and Insurance Escrow Account, the Replacement Reserve Account, the Rollover Reserve Account and in the Cash Management Account as of the Permitted Paydown Date will be applied towards payment by Borrower of the Permitted Paydown Amount. 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 datepaid therewith under this Section 2.4.1(c).

Voluntary Prepayments. (a) Except as otherwise provided herein, Borrower shall not have the right to prepay The outstanding principal amount of the Loan may not be prepaid in whole or in part prior to the Permitted Prepayment Dateexcept as expressly set forth herein. After the Permitted Prepayment Date, Borrower may, provided it has given at its option and upon ten (10) Business Days prior notice to Lender prior written notice in accordance with the terms of this Agreement(or such shorter period as may be permitted by Lender), prepay the unpaid principal balance of Debt in whole or in part on any Business Day after 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 Closing Date; provided that 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 Period immediately prior to the applicable Payment Date had next occurring following the date of such prepayment (the “Interest Shortfall”), or, if such prepayment occurs on a Payment Date, through and including the last day of the Interest Period immediately prior to the applicable Payment Date (it being agreed that, other than with respect to a prepayment made on a Payment Date, if such prepayment occurs prior to the Determination Date for the Interest Period in which the prepayment not been made occurs, the amount of the Interest Shortfall payable under this clause (which amount a) on the prepayment date shall constitute additional consideration for be calculated at the prepaymentAssumed Note Rate), ; and (iiib) all other sums then due and payable under this Agreement, the Note, the Mortgage and the other Loan Documents, and all of Lender’s costs and expenses (ivincluding reasonable attorney’s fees and disbursements) incurred by Lender in connection with such prepayment; provided, however, that if the Interest Shortfall paid on the prepayment date was calculated based upon the Assumed Note Rate, upon determination of LIBOR on the Determination Date for the Interest Period in which the prepayment occurs, (i) if prepayment occurs prior to the Payment Date which Applicable Interest Rate for such Interest Period is one month prior to less than the Maturity DateAssumed Note Rate, a prepayment consideration Lender shall promptly (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 in no event later than two (2) Business Days after the outstanding principal applicable Determination Date) refund to Borrower the amount of the Loan. Lender shall notify Borrower excess of the Interest Shortfall paid on the prepayment date, as calculated at the Assumed Note Rate, over the actual amount and the basis of determination of the required prepayment consideration. (b) On Interest Shortfall, as calculated at 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 noticeApplicable Interest Rate, and (ii) Borrower's actual payment if the Applicable Interest Rate for such Interest Period is greater than the Assumed Note Rate, Borrower shall promptly (and in no event later than two (2) Business Days after the applicable Determination Date) pay to Lender the amount of the excess of the actual Interest Shortfall, as calculated at the Applicable Interest Rate, over the amount to be prepaid as set forth in such notice of the Interest Shortfall paid on the projected date set forth prepayment date, as calculated at the Assumed Note Rate. No prepayment premium or fee shall be due in such connection with any prepayment of the Loan. If a notice or any day following such projected date occurring in of prepayment is given by Borrower to Lender pursuant to this Section 2.4.1, the same calendar month as such projected date.amount designated for prepayment and all other sums required under this

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 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; (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 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 Mezzanine Loan and Permitted Mezzanine Loan shall have been complied with by the borrower thereunder or otherwise waived by the applicable lender, including the simultaneous pro rata prepayment of each 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 (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.

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 hereinSubject to Section 2.4.3 hereof, 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 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 mayany Business Day, at its option, prepay the Debt without payment of any Prepayment Consideration or other penalty or premium; PROVIDED, HOWEVER, if such prepayment is option and upon 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 irrevocable prior notice to Lender, the Outstanding Principal Balance in whole only. Any prepayment received by Lender under this Section 2.4.1 shall be accompanied by: (a) all interest which would have accrued on the principal amount prepaid through, but not including, the next occurring Monthly Payment Date (or, if such prepayment occurs on a Monthly Payment Date, through, but not including, such Monthly Payment Date); (b) all other sums due and payable under the Loan Documents, (c) all reasonable out-of-pocket costs and expenses actually incurred by Lender in connection with such prepayment; and (d) to the extent that any such prepayment is made prior to the last calendar month of the Term of the Loan, an amount equal to the Yield Maintenance Premium. For purposes hereof, the term “Yield Maintenance Premium” shall mean the sum that shall be sufficient (as determined by Lender, which determination shall be conclusive in the absence of manifest error) to ensure that Lender shall have earned a minimum of total return of 1.50x multiple on the Loan. The Yield Maintenance Premium shall be deemed earned by Lender upon the funding of the Loan, shall be required whether payment is made by Borrower or any other Person, and may be included in any bid by Lender at a foreclosure sale. Notwithstanding the foregoing, a portion of the Yield Maintenance Premium that is calculated based upon a loan amount of $20,000,000 shall not be due and payable by Borrower in the event that the prepayment of the Loan is in connection with a refinance of Loan in accordance with Section 9.5 hereof. Borrower acknowledges that the provisions of this Section 2.4.1 were independently bargained for and constitute a specific material part of the consideration given by Borrower to Lender for the making of the Loan. Notwithstanding any provision of this Agreement or the Note to the contrary, Borrower’s notice of prepayment in accordance with this Section 2.4.1 shall be irrevocable, and the Outstanding Principal Balance shall be absolutely and unconditionally due and payable on the date of specified in 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 Subject 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 AgreementSection 3.4, 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 Company may, at its option, prepay following ten (10) days prior written notice to the Debt without payment Purchasers (the expiration of any such 10 day period being referred to as the "Prepayment Consideration or other penalty or premiumDate"; PROVIDED, HOWEVER, if such prepayment date is not paid on a regularly scheduled Payment DateBusiness Day, the Debt Prepayment Date shall include interest that would have accrued on such prepayment through and including be the day immediately preceding the Maturity Date. Borrower's right to next Business Day thereafter) prepay all or any portion of the principal balance Convertible Instruments remaining unconverted on the Prepayment Date, specifying the amount of the Loan prepayment pursuant to the terms of this Article III. (b) If the Prepayment Date is on or before March 24, 1998 (the "Call Date"), the price to be paid by the Company to prepay the Convertible Instruments shall be subject the Stated Redemption Price. The Stated Redemption Price shall mean the product of the aggregate principal amount of the applicable Convertible Notes or liquidation preference of the Preferred Shares, as applicable, being redeemed multiplied by 110%, plus any accrued and unpaid interest on the applicable Convertible Notes or dividends on the Preferred Shares, as applicable, being redeemed, through the applicable date of consummation of the prepayment (as specified in Section 3.6 below). (c) If the Prepayment Date is after the Call Date, the price to be paid by the Company to prepay the Convertible Instruments shall be the Formula Price. The "Formula Price" shall mean the greater of (I) the aggregate principal amount of the applicable Convertible Notes or the liquidation preference of the Preferred Shares, as applicable, being repaid through the date of consummation of the prepayment (as specified in Section 3.6 below) and (II) the sum of (x) the product of (i) Borrower's submission the number of a notice to Lender setting forth shares of Common Stock into which the amount to be prepaid and Convertible Instruments being redeemed are then convertible at the projected date of prepayment, which date shall be no less than thirty (30) days from the date of such notice, then current Conversion Price and (ii) Borrower's actual payment to Lender the average Closing Bid Price for the five (5) Trading Days ending two (2) Business Days immediately preceding the applicable date of consummation of the redemption as specified in Section 3.6 below, and (y) the applicable amount to be prepaid as set forth in such notice of accrued but unpaid interest on the projected Convertible Notes or dividends on the Preferred Shares, as applicable, being repaid through the date set forth of consummation of the prepayment (as specified in such notice or any day following such projected date occurring in the same calendar month as such projected dateSection 3.6 below).

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 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 hereinProvided that no Event of Default shall have occurred and be continuing, Borrower shall not have the right Borrowers may, at any time, elect to prepay the Loan Loan, in whole or in part part, on any Business Day, provided that, in either case, and with respect to any prepayment (i) Borrowers have given Lender written notice of such prepayment not more than sixty (60) days and not less than thirty (30) days prior to the Permitted date of such prepayment, (ii) if such prepayment occurs prior to the Prepayment Date. After the Permitted Prepayment Release Date, Borrower maysuch prepayment is accompanied by an amount equal to the Spread Maintenance Premium, provided it has given Lender prior written notice (iii) in accordance with the terms of this Agreementall cases, prepay the unpaid principal balance of the Loan in whole, but not in part, such prepayment is accompanied by paying, together with all interest accrued on the amount to be prepaid, (i) interest accrued and unpaid on the outstanding principal balance of the Loan being so prepaid up to and including the date of prepayment, (ii) unless if any, provided, however, that if such prepayment is tendered occurs on a day other than a Monthly Payment Date, Borrowers shall also pay to Lender interest at the Applicable Interest Rate on the amount so prepaid through, but not including, the next succeeding Monthly Payment Date, and (iv) in all cases, such prepayment is accompanied by all other fees and sums due hereunder and under the other Loan Documents up to and including the date of prepayment, if any, including, without limitation, the compensation (if any) required to be paid to Lender in connection with such prepayment pursuant to Section 2.2.7. Any voluntary partial prepayments made in accordance with this Section 2.4.8 (other than by reason of the application of Net Proceeds or the application of Required Release Prices in accordance with Section 4.1.37(i)) shall be in the minimum amount of $1,000,000.00 and in integral multiples of $1,000,000.00. Any prepayment received by Lender on a date other than a Monthly Payment Date shall be held by Lender as collateral security for the Loan in an interest bearing account, with such interest accruing for the benefit of Borrowers, and shall be applied to the Debt on the next Monthly Payment Date. Notwithstanding anything to the contrary set forth in this Agreement, no prepayment shall be permitted from and including the day following any Monthly Payment Date through and including the next Interest Determination Date succeeding such day. (b) In each instance of prepayment permitted under this Section 2.4.8 (including any prepayment by reason of the application of any Required Release Price under Section 4.1.37(i)), Borrowers shall be required to pay all other sums due hereunder (including under Section 2.2.7) and no principal amount repaid may be reborrowed. (c) Notwithstanding Section 2.4.8(a) but subject to Section 2.4.8(b), Required Release Prices from the sale of Units and Storage Spaces shall be applied in accordance with Section 4.1.37(i). (d) Any prepayments of the Note (including any prepayment by reason of the application of any Required Release Price under Section 4.1.37(i)) made prior to the Prepayment Release Date shall include 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 considerationSpread Maintenance Premium. (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, 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 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 this Section 2.4, Borrower shall not have the right to prepay all or any portion of the Loan in whole or in part prior to the Permitted Prepayment DateDebt. After the Permitted Prepayment DateLockout Period, 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 Debt in whole, but not in part, on any Payment Date, provided the following conditions are satisfied: (a) no Event of Default shall be occurring on either the date the required prepayment notice is received by paying, together with Lender or the amount Prepayment Date; (b) Borrower shall give a revocable written notice to Lender specifying the date on which a prepayment is to be prepaid, made (i) interest accrued and unpaid on the outstanding principal balance of the Loan being prepaid to and including the date of prepaymentany prepayment hereunder, (ii) unless prepayment is tendered on a Payment Date, an amount equal whether 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 prepayment), (iii) all other sums then due under this Agreement, the Note, the Mortgage and the other Loan Documentssuch notice or not, and whether voluntary or involuntary, being herein referred to as the “Prepayment Date”) not more than sixty (iv60) 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 days 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 to the date Prepayment Date; and (c) the applicable Prepayment Consideration, if any, is paid by Borrower to Lender with such prepayment of the entire Debt in full. Additionally, any such prepayment not actually received by Lender before 2:00 p.m., central time, on the fifth (5th) day of the month must also include the interest which would have accrued on the amount of such noticeprepayment during the entire Interest Accrual Period in which the prepayment is made. BORROWER HEREBY AGREES THAT IN THE EVENT BORROWER DELIVERS A PREPAYMENT NOTICE AND FAILS TO PREPAY THE LOAN IN ACCORDANCE WITH THE PREPAYMENT NOTICE AND THE TERMS OF THIS SECTION 2.4.1 (A “PREPAYMENT FAILURE”), and BORROWER SHALL INDEMNIFY LENDER FROM AND AGAINST, AND SHALL BE RESPONSIBLE FOR, ALL LOSSES (iiINCLUDING ANY BREAKAGE COSTS) 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 dateINCURRED 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 GROSS NEGLIGENCE, ILLEGAL ACTS, BAD FAITH OR WILLFUL MISCONDUCT OF LENDER.

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-

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 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 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 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. (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 March 1, 2016 (the six-month anniversary of the Second Restatement Date) (the “Threshold Date”) (whether or not such prepayment is tendered on accompanied by a Payment Datereduction of the Commitment Amount), then the Borrower shall pay to the Lenders an amount equal to the interest Spread on such prepaid amount that would have accrued on the amount being prepaid after 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 Loan 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 Loan 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 (1) the sum of the present values of all then-scheduled payments of principal and interest under this Loan Agreement including, but not limited to, principal and interest due on the Maturity Date February 1, 2011 (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 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, Borrower shall not have the right to prepay the Loan in whole or in part prior to the Permitted Prepayment Release Date. After . (b) On and after the Permitted Prepayment Release Date, Borrower may, at its option, provided it has given Lender thirty (30) days’ prior written notice in accordance with the terms of this Agreement, prepay the unpaid principal balance of the Loan in wholewhole or (in connection with the release of an Individual Property pursuant to, but not and in accordance with, Section 2.5.2 hereof) 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 Pledge Agreement 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 applicable Prepayment Rate), over (2) the outstanding principal amount of the LoanPremium. Lender shall notify Borrower of the amount and the basis of determination of the required prepayment consideration. (b. Any prepayment under this Section 2.3.1(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 shall require a simultaneous pro rata 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 dateJunior 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 Lockout Date (the Permitted Prepayment Date“Lockout Period”). After On any Business Day 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, but not in part, 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 thirty (30) days prior to such payment; and (b) Borrower shall pay to Lender, simultaneously with such prepayment, (i) interest accrued and unpaid on (a) if such prepayment occurs during the First Prepayment Period, a prepayment premium equal to one percent (1%) of then outstanding principal balance amount of the Loan (or in the case of a partial prepayment in connection with a release pursuant to Section 2.5, the amount being prepaid prepaid) and (b) if such prepayment occurs during the Second Prepayment Period, a prepayment premium equal to one half of one percent (0.5%) of then outstanding principal amount of the Loan (or in the case of a partial prepayment in connection with a release pursuant to Section 2.5, the amount being prepaid), and including (c) if such prepayment occurs after the date of prepaymentSecond Prepayment Period, no prepayment premium shall be due, (ii) unless all accrued and unpaid interest calculated at the Applicable Interest Rate on the amount of principal being prepaid through and including the Prepayment Date, (iii) in the event that any such prepayment is tendered made on a day other than a Payment Date, an amount Borrower shall pay to Lender a sum equal to the amount of interest that which would have accrued under the Note on the amount being prepaid after the date of such prepayment through and including the end of the Interest Period in which the next Payment Date had occurs (the prepayment not been made (which amount shall constitute additional consideration for the prepayment“Interest Shortfall”), (iv) Breakage Costs, if any, without duplication of any sums paid pursuant to the preceding clause (ii) and (iii); and (v) all other sums then due under this Agreement, the Note, the Mortgage and Note or the other Loan Documents; If in connection with a release of an Individual Property in accordance with Section 2.5 hereof, and the Individual Property to be released is conveyed to a Person other than Borrower, Principal or any Person Affiliated with Borrower, Principal or Guarantor, (iv) if prepayment occurs prior a “Conveyance 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 thenNon-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 RateAffiliate”), over (2) the outstanding principal amount of the Loan. Lender this Section 2.3.1 shall notify Borrower of the amount and the basis of determination of the required prepayment considerationnot apply to prepayments made in accordance with such release. (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, The Borrower shall not have the right at its option from time to time to prepay the Loan Loans in whole or part without premium or penalty (except as provided in Section 5.13.1 [Replacement of a Lender] below, in Section 5.9 [Increased Costs] and Section 5.11 [Indemnity]). Whenever the Borrower desires to prepay any part of the Loans, it shall provide a prepayment notice to the Administrative Agent by 1:00 p.m. at least one (1) Business Day 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 of the next Payment Date had Loans, setting forth the following information: (i) the date, which shall be a Business Day, on which the proposed prepayment is to be made; (ii) a statement indicating the application of the prepayment not been made (which amount shall constitute additional consideration for between the prepayment), Loans; (iii) all other sums then due under this Agreementthe total principal amount of such prepayment which, with respect to the NoteBase Rate Tranche, shall not be less than $500,000 unless such repayment is of the Mortgage and total amount of the other Loan Documents, and Base Rate Tranche outstanding; and (iv) if prepayment occurs prior the total principal amount of such prepayment, which, with respect to the Payment Date which LIBOR Rate Tranches, shall not be less than $1,000,000 unless such repayment 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 total amount 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 LIBOR Rate Tranches outstanding. All 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 LoanLoans for which a prepayment notice under this Section 5.6.1 is given, together with interest on such principal amount, shall be due and payable on the date specified in such prepayment notice as the date on which the proposed prepayment is to be made. Lender Notwithstanding the foregoing, any prepayment notice delivered in connection with any Disposition, Equity Issuance or Debt Issuance, may be, if expressly so stated to be, contingent upon the consummation of such Disposition, Equity Issuance or Debt Issuance and may be revoked by the Borrower in the event such Disposition, Equity Issuance or Debt Issuance is not consummated. If the Borrower prepays any Loans under this Section 5.6.1 but fails to specify the applicable Borrowing Tranche which the Borrower is prepaying, the prepayment 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 be applied first to the Maturity Date, Base Rate Tranche and on each day thereafter through second to 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 dateLIBOR Rate Tranches.

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 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 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. (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 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 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") 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 provided hereinset forth in this Section 2.4 and Section 6.8 hereof, Borrower shall not have the right to prepay all or any portion of the Loan in whole or in part prior to the Permitted Prepayment DateDebt. After the Permitted Prepayment DateLockout Period, 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 Debt in whole, but not in part, on any Payment Date, provided the following conditions are satisfied: (a) no Event of Default shall be occurring on either the date the required prepayment notice is received by paying, together with Lender or the amount Prepayment Date; (b) Borrower shall give a revocable written notice to Lender specifying the date on which a prepayment is to be prepaid, made (i) interest accrued and unpaid on the outstanding principal balance of the Loan being prepaid to and including the date of prepaymentany prepayment hereunder, (ii) unless prepayment is tendered on a Payment Date, an amount equal whether 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 prepayment), (iii) all other sums then due under this Agreement, the Note, the Mortgage and the other Loan Documentssuch notice or not, and whether voluntary or involuntary, being herein referred to as the “Prepayment Date”) not more than sixty (iv60) 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 days 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 to the date Prepayment Date; and (c) the applicable Prepayment Consideration, if any, is paid by Borrower to Lender with such prepayment of the entire Debt in full. Additionally, any such prepayment not actually received by Lender before 2:00 p.m., central time, on the fifth (5th) day of the month must also include the interest which would have accrued on the amount of such noticeprepayment during the entire Interest Accrual Period in which the prepayment is made. BORROWER HEREBY AGREES THAT IN THE EVENT BORROWER DELIVERS A PREPAYMENT NOTICE AND FAILS TO PREPAY THE LOAN IN ACCORDANCE WITH THE PREPAYMENT NOTICE AND THE TERMS OF THIS SECTION 2.4.1 (A “PREPAYMENT FAILURE”), and BORROWER SHALL INDEMNIFY LENDER FROM AND AGAINST, AND SHALL BE RESPONSIBLE FOR, ALL LOSSES (iiINCLUDING ANY BREAKAGE COSTS) 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 dateINCURRED 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 GROSS NEGLIGENCE, ILLEGAL ACTS, BAD FAITH OR WILLFUL MISCONDUCT OF LENDER.

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 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.l(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 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 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) [Intentionally omitted]. (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; 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 Borrowers shall not have the right to prepay the Loan at any time, in whole or in part part, from time to time (each, a “Voluntary Prepayment”), on the following terms and conditions: (i) Borrower gives Administrative Agent written notice of its intent to prepay all or a portion of the Loan (“Prepayment Notice”), (A) at least eight (8) Business Days prior to the Permitted Prepayment Date. After intended prepayment date if the Permitted Prepayment Dateamount being prepaid is greater than $200,000,000 or (B) at least five (5) Business Days prior to the intended prepayment date if the amount being prepaid is less than or equal to $200,000,000, Borrower mayin each case such notice to specify the amount of the prepayment and the specific Financed Properties, provided it has given Lender prior written notice if any, that Borrowers seek to have released from the Collateral; (ii) Borrowers shall deposit or shall cause to be deposited into the Payment Account, in accordance with addition to the terms of this Agreement, prepay the unpaid outstanding principal balance amount of the Loan in whole, but not in part, by paying, together with the amount to be prepaid, (iA) interest all accrued and unpaid interest on the outstanding principal balance amount of the Loan being prepaid to be paid through and including the date of prepaymentsuch prepayment occurs; (B) all Breakage Costs, (ii) unless prepayment is tendered on a Payment Dateif any, an amount equal to the interest extent that would Borrowers 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 written notice thereof from Lenders; (which amount shall constitute additional consideration for the prepayment), (iiiC) all other sums then due and payable under this Agreement, the NoteNotes, the Mortgage and the other Loan Documents; (D) any termination payments due from a Borrower in connection with the reduction of the Hedge Notional Amount or the notional amount under any Pre-Trigger Hedge Agreement, in each case, as a result of such Voluntary Prepayment; and (E) any applicable Exit Fee; (iii) after giving effect to such Voluntary Prepayment, the Hedge Notional Amount shall not exceed the Loan Amount, or if a Hedging Trigger Event has not occurred, the aggregate notional amount under all Pre-Trigger Hedge Agreements shall not exceed the Loan Amount; 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 Borrowers may 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 make more than two (2) the outstanding principal Voluntary Prepayments in any calendar month. The amount of the Loan. Lender shall notify Borrower of the amount designated for prepayment and the basis of determination of the all other sums 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 under this Section 2.5.1 shall be subject to (i) Borrower's submission of a notice to Lender setting forth the amount to be prepaid due 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 payable on the projected prepayment date set forth in the Prepayment Notice; provided that Borrowers shall have the right to revoke, without premium or penalty, other than applicable Breakage Costs, the Prepayment Notice by written notice of such notice or any day following such projected revocation delivered to the Administrative Agent and each Lender at least three (3) Business Days prior to the intended prepayment date occurring set forth in the same calendar month as Prepayment Notice. Upon deposit into the Payment Account of the amount of such projected dateprepayment, together with any Breakage Costs required in connection therewith, after receipt of the Borrower’s notice referred to above, the Payment Agent shall pay to each Lender its Pro Rata Share of the amount deposited by or on behalf of the Borrowers into the Payment Account for such purpose. The Exit Fee shall be due and payable at the time of such prepayment (including on the Facility Termination Date), provided, that notwithstanding anything herein or in any other Loan Document to the contrary, no Exit Fee shall be due or payable in connection with (i) the removal of Properties from the Collateral pursuant to a Third Party Purchase Option or (ii) the removal of Lender Approved Release Properties identified in Schedule IV to the Disclosure Letter.

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 (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 January 1, 2010 (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 Prior to the Permitted Prepayment Date. After the Permitted Prepayment Lockout Release 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 LoanLoan may not be prepaid in whole or in part. Lender shall notify Borrower of the amount and the basis of determination of the required prepayment consideration. (b) On the any Payment Date that is one month prior to occurring on, or after, the Maturity Date, and on each day thereafter through the Maturity Lockout Release Date, Borrower may, at its optionoption and upon thirty (30) days prior notice to Lender, prepay the Debt without payment of any Prepayment Consideration or other penalty or premiumin whole but not in part, (except as expressly set forth herein); PROVIDED, HOWEVER, if provided that such prepayment is not paid accompanied by the Prepayment Premium, if applicable. If the prepayment occurs after the date that is six (6) months prior to the Initial Maturity Date, there shall be no Prepayment Premium or other prepayment fee, premium or penalty. If a prepayment under this Section 2.4.1 is made on a regularly scheduled day other than a Payment Date, the Debt then in connection with such prepayment, Borrower shall include interest that would have accrued on pay to Lender, simultaneously with such prepayment through and including the day immediately preceding the Maturity Date. Borrower's right to prepay any portion of (i) all interest on the principal balance of the Loan shall be subject to (i) Borrower's submission then being prepaid which would have accrued through the end 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 Interest Period then in effect notwithstanding that such Interest Period extends beyond the date of such notice, prepayment and (ii) Borrower's actual payment the Prepayment Premium; provided, however, that if the date of prepayment is a date on or after the Determination Date in such calendar month and prior to the first day of the Interest Period that commences in such calendar month, Borrower shall also pay to Lender in connection with such prepayment all interest on the principal balance of the amount Loan then being prepaid which would have accrued through the end of the next succeeding Interest Period. Any prepayment received by Lender on a date other than a Payment Date shall be held by Lender as collateral security for the Loan and shall be applied to be prepaid as set forth in such notice the Debt 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 datenext Payment Date.

Voluntary Prepayments. (a) Except as otherwise provided herein, no Borrower shall not have the right to prepay the Loan in whole or in part prior to the Permitted Prepayment Lockout Date. After Beginning on the Permitted Prepayment DateLockout Date or on any Business Day thereafter, any 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 Debt in whole, but not in part, . Any prepayment made on or after the Lockout Date shall be accompanied by paying, together with the amount a prepayment fee (a "Prepayment Fee") equal to be prepaid, (i) interest accrued and unpaid on four percent (4%) of the outstanding principal balance if the prepayment occurs on or after the Lockout Date but prior to the second anniversary of the Loan being prepaid to and including the date of prepayment, Re-sizing Date or (ii) unless two percent (2%) of the outstanding principal balance if the prepayment is tendered occurs on or after the second anniversary of the Re-sizing Date. In addition, if any Borrower prepays the Loan on any date other than a Payment Date, Borrowers shall pay to Lender on the date of such prepayment an amount equal to the interest that would have accrued on the amount being prepaid after the date of prepayment Loan through and including the next Payment Date had the prepayment not been made Date. As a condition to any voluntary prepayment, each Borrower shall give Lender written notice (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 CONSIDERATIONPrepayment Notice") equal of its intent 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 prepaymentprepay, which date shall notice must be no less given not later than thirty (30) days from prior to the date of on which such notice, and (ii) Borrower's actual payment to Lender of the amount prepayment is to be prepaid as set forth in made and must specify the Business Day on which 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 is to be made.

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") 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 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 Anticipated Repayment 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 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 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 Datenext Payment. 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 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. (a1) Except as otherwise provided herein, The 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 may, provided it has given Lender part) at any time on five (5) Business Days prior written notice in accordance to the Lender (each, a “Prepayment Notice”). (2) The Borrower shall make such prepayment no later than five Business Days following delivery of the Prepayment Notice, together with all other costs, or charges then due. (3) Each Prepayment Notice shall be irrevocable and shall state whether the terms prepayment contemplated therein is for the full amount outstanding hereunder or for a part of this Agreementthe amount outstanding hereunder. In the event such prepayment is a partial prepayment, prepay the unpaid principal balance Prepayment Notice shall stipulate the amount of such proposed prepayment (the “Partial Prepayment Amount”). In any case, such prepayment shall be made as follows: (a) if such prepayment is of the entire outstanding amount of the Loan the Borrower shall pay to the Lender an amount in whole, but not in part, by paying, together with cash equal to the amount to be prepaid, aggregate of the following payments: (i) interest accrued and unpaid the amount arrived at when (A) dividing the Full Prepayment Amount by 75% of the Spot Price on the outstanding principal balance of the Loan being prepaid to and including Business Day immediately preceding the date of prepayment, on which such prepayment is required to be made and (B) multiplying the result thereof by such Spot Price; and (ii) unless prepayment is tendered on a Payment Date, an amount equal the Profit Participation Amount relating 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 such 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 Datepartial prepayment of the outstanding amount of the Loan, the Debt Borrower shall include interest that would have accrued pay to the Lender an amount in cash equal to the aggregate of the following payments: (i) the Partial Prepayment Amount; and (ii) the Profit Participation Amount relating to such prepayment, and, on the day any such prepayment through and including the day immediately preceding the Maturity Date. Borrower's right to prepay any portion of the principal balance of is made the Loan shall be subject deemed repaid in an amount equal to (i) Borrower's submission 75% of a notice to Lender setting forth the amount to be prepaid Partial Prepayment Amount and, for the purpose of determining the remaining Monthly Repayment Amounts and Profit Participation Amounts, the projected date of prepayment, which date Original Principal Balance shall be no less than thirty (30) days from the date of such notice, and (ii) Borrower's actual payment to Lender reduced by 75% 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 datePartial Prepayment 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 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 (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 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 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 hereinexpressly set forth in this Section 2.4 or in connection with a release of an Individual Property conducted in accordance with Section 2.5.2 below or a Partial Release conducted in accordance with Section 2.5.6 below, Borrower shall not have the right to prepay the Loan in whole or in part prior part. Provided that Borrower has not previously elected to defease the Permitted Prepayment Date. After the Permitted Prepayment Date, Borrower may, provided it has given Lender prior written notice Loan in whole in accordance with the terms of this AgreementSection 2.8.1 hereof, Borrower may prepay the unpaid principal balance of Loan (a) from and after the Loan Permitted Release Date (1) in wholewhole or (2) in connection with a Partial Release conducted in accordance with Section 2.5.6 below, but not in part, by payingand/or (b) from and after the Closing Date, together solely in connection with the amount to be prepaida release of an Individual Property conducted in accordance with Section 2.5.2 below , in part provided, that, in each case, (i) interest accrued and unpaid on no Event of Default is continuing as of the outstanding date of the applicable prepayment; (ii) Borrower gives Lender not less than ten (10) days’ prior written notice of the principal balance amount of the Loan being prepaid that Borrower intends to prepay and including the intended date of prepayment, which notice shall be revocable by Borrower at any time (iithe “Prepayment Notice”); and (iii) unless Borrower pays Lender, in addition to the outstanding principal amount of the Loan to be prepaid (A) if such prepayment is tendered does not occur on a Payment Date, an amount equal to the all interest that would have accrued on the principal 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 following the date of such prepayment not been made or, if such prepayment occurs on a Payment Date, any interest that would have accrued on the principal amount of the Loan to be prepaid through and including the last day of the Interest Period immediately 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 toto all of Lender’s reasonable, principal actual out-of-pocket costs and interest on the Maturity Date 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 (2) the outstanding principal amount of the Loan. Lender shall notify Borrower of the amount Loan and the basis of determination of the required prepayment consideration. any actual out-of-pocket costs and expenses incurred in connection with a rescinded or extended Prepayment Notice and (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 on a regularly scheduled Payment made prior to the Yield Maintenance End 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 dateYield Maintenance Premium.

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 may prepay all or any portion of the Loan at any two times during each Payment Period (not including any mandatory prepayment pursuant to Section 4.1(a) on a Payment Date and not including any prepayment of principal in excess of the amount required pursuant to Section 4.1(a) on a Payment Date if an amount of principal is required to be prepaid on such Payment Date, but including any prepayment of principal on a Payment Date if no principal is required to be prepaid on such Payment Date pursuant to Section 4.1(a) above) by giving Agent and each Lender not less than five Banking Days prior written notice (the "Prepayment Notice") of Borrower's intention to prepay, which notice shall specify the date of prepayment (the "Prepayment Date"), which Advances are being prepaid in whole or in part prior and the amount of each Advance being repaid. In the event that the portion of an Advance to be prepaid is not prepaid on the Permitted Prepayment Date. After the Permitted designated Prepayment Date, Borrower mayshall be entitled to reschedule such prepayment to another Banking Day by at least one Banking Days' prior telephonic or telefaxed notice to Agent and each Lender, provided it has given and Borrower may revoke the Prepayment Notice at any time by delivering to Agent and each Lender prior written notice in accordance with of revocation. In the terms event that a Payment Period ends at any time after the receipt by Lender of this Agreementthe Prepayment Notice but before the prepayment by Borrower pursuant to the Prepayment Notice, prepay a series of consecutive one day Payment Periods shall ensue for the unpaid portion of the Advance designated to be prepaid beginning immediately after the end of the Payment Period during which the Prepayment Notice was given and continuing until the earlier of (i) the prepayment of such portion of such Advance or (ii) the next Payment Date, and the Interest Rate for each such one-day Payment Period shall equal each Lender's overnight borrowing costs for funds plus the Margin. Notwithstanding the foregoing, to the extent the portion of any Advance designated to be prepaid is not prepaid by Borrower by the next Payment Date, the Prepayment Notice shall be deemed to be revoked and the provisions of Section 4.2 shall apply to the Payment Period beginning on the next Payment Date. (b) Any prepayment of all or any portion of the principal balance of the Loan in whole, but not in part, by paying, under this Section 4.5 shall be made together with the amount to be prepaid, (i) accrued interest accrued and unpaid on the outstanding principal balance portion 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 noticeprepayment and all fees and expenses of Agent and each Lender due and payable pursuant to the Financing Documents, and (ii) Borrower's actual payment including any amounts due pursuant 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 6.1.

Voluntary Prepayments. (a) Except as otherwise provided herein, Borrower shall not have the right to may 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 whole, (but not in part) on any Payment Date prior to the Prepayment Release Date, by payingprovided that, together subject to the provisions of clause (b) of this Section 2.3.1, Borrower shall pay to Lender simultaneously with the amount to be prepaidsuch prepayment, (i) the interest that would have accrued at the Regular Interest Rate on the amount then prepaid through the end of the Interest Period in which such prepayment occurs, notwithstanding that such Interest Period extends beyond the date of prepayment, (ii) the Spread Maintenance Premium, and (iii) all other sums then due and payable under this Agreement, the Note, and the other Loan Documents. Commencing on the Prepayment Release Date, Borrower may prepay the Debt in whole (but not in part) without any Spread Maintenance Premium provided that, subject to the provisions of clause (b) of this Section 2.3.1, Borrower shall pay to Lender, simultaneously with such prepayment, the interest that would have accrued at the Regular Interest Rate on the amount then 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 all other sums then due and payable under this Agreement, the Note, and the other Loan Documents. Any prepayments made in accordance with this Section 2.3.1 shall be applied, first, to accrued and unpaid interest on the outstanding principal balance of the Loan being that would have accrued at the Regular Interest Rate on the amount prepaid to and including through the end of the Interest Period in which such prepayment occurs, notwithstanding that such Interest Period extends beyond the date of prepayment, and then to all other amounts then due to Lender under this Agreement or any of the other Loan Documents and then to the outstanding principal balance of the Loan. (b) In addition to the provisions of clause (a) 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 the Interest Period in which such prepayment occurs, Borrower will pay to Lender, simultaneously with such prepayment, interest on the principal amount of the Loan prepaid through the last day of that Interest Period immediately following the Interest Period in which such prepayment occurs, calculated at the Regular Interest Rate. In the event that such 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 Regular Interest 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 Regular Interest 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 Regular Interest Rate as if such prepayment had not occurred. If it is tendered on a Payment Datedetermined by Lender that the Regular Interest 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 Regular Interest Rate. Alternatively, in the next Payment Date had event that it is determined that the prepayment not been made (actual Regular Interest 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 Regular Interest 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. (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 of the Credit, on any Interest Payment Date, provided it has given Lender that: (A) any partial prepayment shall be in a minimum amount of $10,000,000; (B) the Borrower shall give Ex-Im 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 as of the Date of such prepayment, including all interest which has accrued to the date of prepayment on the principal amount prepaid, together with all other amounts then due under this Agreement as of the date of such prepayment, and (iiD) unless on the date of such prepayment, the Borrower shall pay to Ex-Im Bank a prepayment premium which shall be equal to the amount by which (a) the prepaid principal amount is tendered less than (b) the sum of the present values, discounted from the remaining Repayment Dates, of (x) the installments of principal being prepaid, plus (y) the amounts of interest which would otherwise have accrued on a Payment such principal amounts to the Repayment Dates, plus (z) if the prepayment occurs prior to the In-Orbit Acceptance Date, an amount equal to the product of the Completion Exposure Fee Percentage multiplied by the prepaid principal amount. (ii) The annual discount rate used to calculate the present value amount in clause (a)(i)(D) of this Section 6.03 (Prepayment) shall be that rate of interest that would have accrued on specified as the amount being prepaid after current CIRR for the Business Day which is five (5) Business Days prior to the date of prepayment through and including for a repayment period equal to the next Payment Date had the prepayment not been made (which amount shall constitute additional consideration for the prepayment), applicable Maturity Period. (iii) all other sums then due under Any voluntary prepayment by the Borrower in accordance with this AgreementSection 6.03 (Prepayment) shall be irrevocable and final when paid, the Note, the Mortgage and the other Loan Documents, and Borrower shall not be entitled to subsequently borrow or redraw any part of such prepaid principal amount. (iv) if prepayment occurs prior Voluntary prepayments shall be applied to the Payment Date which is one month prior to the Maturity Date, a prepayment consideration (the "PREPAYMENT CONSIDERATION") equal to the greater installments of (A) one percent (1%) principal 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 Credit in the same calendar month as such projected dateinverse order of their maturity.

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 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 hereinThe Borrowers may, Borrower shall not have the right at any time and from time to time, 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 and provisions set forth in this Section 2.4.1 and Section 2.5.3. (a) The Borrowers acting together shall deliver written notice (the “Prepayment Notice”) to the Agent specifying the date upon which the prepayment of this Agreement, prepay the unpaid principal balance all or any portion of the Loan in whole, but not in part, by paying, together with the amount is to be prepaidmade (the “Prepayment Date”), which notice shall be delivered to the Agent not less than thirty (30) days and not more than ninety (90) days prior to the Prepayment Date. The Borrowers may revoke the Prepayment Notice or defer the Prepayment Date prior to the date falling five (5) Business Days prior to the Prepayment Date set forth in the Prepayment Notice (or thereafter if the revocation or deferral was caused by (I) the failure of a potential purchaser of any Property or such potential purchaser’s lender to consummate the purchase of, or financing of the purchase of, such Property, (II) the counterparty to a purchase contract for such Property deferring the closing thereunder or (III) a failure of a lender to any Borrower to consummate the refinancing of the Debt); the Borrowers shall pay to the Agent and the Lender, all expenses incurred by the Agent or the Lender in connection with any revoked or deferred Prepayment Notice; (b) The Borrowers shall pay to the Agent, simultaneously with such prepayment, (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 if such Prepayment Date shall not be a Payment Date, an amount equal to all accrued and unpaid interest calculated at 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 occurring Payment Date had Date; (ii) all costs and expenses of the Agent and Lender incurred in connection with the repayment or prepayment not been made (which amount shall constitute additional consideration for including without limitation, any costs and expenses associated with a release of the prepaymentLien of any Mortgage, if applicable, and attorneys’ fees and expenses), ; and (iii) all other sums then due under this Agreement, the Note, the Mortgage and Note or the other Loan Documents; and (c) On the Prepayment Date, and (iv) if prepayment occurs prior the Borrowers shall pay 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%) Agent all of the outstanding principal balance of Agent’s and the Loan being prepaid or (B) the excessLender’s costs and expenses, 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 legal costs and interest on the Maturity Date (expenses incurred 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 (2) the outstanding principal amount of the Loan. Lender shall notify Borrower of the amount and the basis of determination of the required prepayment considerationprepayment. (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 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. (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 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 Mezzanine 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 Mezzanine 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 Mezzanine 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 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.