Common use of Prepayment/Repayment Conditions Clause in Contracts

Prepayment/Repayment Conditions. (a) On the date on which a prepayment, voluntary or mandatory, is made under the Note or as required under this Agreement, which date must be a Business Day, Borrower shall pay to Lender: (i) all accrued and unpaid interest calculated at the Interest Rate on the amount of principal being prepaid on the applicable Component or Components through and including the Repayment Date together with an amount equal to the interest that would have accrued at the Interest Rate on the amount of principal being prepaid through the end of the Interest Period in which such prepayment occurs, notwithstanding that such Interest Period extends beyond the date of prepayment; (ii) if such prepayment is made during the period from and including the first day after a Monthly Payment Date through and including the last day of the Interest Period in which such prepayment occurs, all interest on the principal amount being prepaid on the applicable Component or Components which would have accrued from the first day of the Interest Period immediately following the Interest Period in which the prepayment occurs (the “Succeeding Interest Period”) through and including the end of the Succeeding Interest Period, calculated at (A) the Interest Rate if such prepayment occurs on or after the Interest Determination Date for the Succeeding Interest Period or (B) the Assumed Note Rate if such prepayment occurs before the Interest Determination Date for the Succeeding Interest Period (the “Interest Shortfall”); (iii) Breakage Costs, if any, without duplication of any sums paid pursuant to the preceding clauses (i) and (ii); (iv) the Spread Maintenance Premium applicable thereto (if such prepayment occurs prior to the Spread Maintenance Date); provided that no Spread Maintenance Premium shall be due in connection with a prepayment under Section 2.4.3 (a) (except where such prepayment arises as a result of a Voluntary Action) or Section 2.4.3(c); and (v) all other sums, then due under the Note, this Agreement and the other Loan Documents. (b) If the Interest Shortfall for any Floating Rate Component was calculated based upon the Assumed Note Rate, upon determination of LIBOR on the Interest Determination Date for the Succeeding Interest Period then (i) if the Interest Rate applicable to such Floating Rate Component for such Succeeding Interest Period is less than the Assumed Note Rate applicable to such Floating Rate Component, Lender shall promptly refund to Borrower the amount of the Interest Shortfall paid with respect to such Floating Rate Component, calculated at a rate equal to the difference between the Assumed Note Rate applicable to such Floating Rate Component and the Interest Rate applicable to such Floating Rate Component for such Interest Period, or (ii) if the Interest Rate applicable to such Floating Rate Component is greater than the Assumed Note Rate applicable to such Floating Rate Component, Borrower shall promptly (and in no event later than the ninth (9th) day of the following month) pay Lender the amount of such additional Interest Shortfall applicable to such Floating Rate Component calculated at a rate equal to the amount by which the Interest Rate applicable to such Floating Rate Component exceeds the Assumed Note Rate applicable to such Floating Rate Component. (c) Borrower shall pay all reasonable costs and expenses of Lender incurred in connection with the repayment or prepayment (including without limitation reasonable attorneys’ fees and expenses and costs and expenses related to the Transfer or substitution of any Property); provided, for the avoidance of doubt, this provision shall not apply with respect to Taxes. (d) Except during an Event of Default, prepayments shall be applied by Lender in the following order of priority: (i) first, to any amounts (other than principal, interest, Interest Shortfall, Breakage Costs and Spread Maintenance Premium) then due and payable under the Loan Documents, including any costs and expenses of Lender in connection with such prepayment; (ii) second, interest payable pursuant to Section 2.4.5 (a) (i) on the applicable Component or Components being prepaid pursuant to this clause (d) at the Interest Rate; (iii) third, Interest Shortfall on the applicable Component or Components being prepaid pursuant to this clause (d); (iv) fourth, Breakage Costs on the applicable Component or Components being prepaid pursuant to this clause (d); (v) fifth, Spread Maintenance Premium, to the extent applicable, on the applicable Floating Rate Component or Floating Rate Components being prepaid pursuant to this clause (d) and (vi) sixth, to principal, applied as set forth in clause (e) below. (e) Except during an Event of Default, prepayments of principal of the Loan made pursuant to this Section 2.4.5 shall be applied to the Loan (i) first, to Component A until the Component Outstanding Principal Balance of Component A is reduced to zero, (ii) second, to Component B until the Component Outstanding Principal Balance of Component B is reduced to zero, (iii) third, to Component C until the Component Outstanding Principal Balance of Component C is reduced to zero, (iv) fourth, to Component D until the Component Outstanding Principal Balance of Component D is reduced to zero, (v) fifth, to Component E until the Component Outstanding Principal Balance of Component E is reduced to zero, (vi) sixth, to Component F until the Component Outstanding Principal Balance of Component F is reduced to zero and (vii) seventh, to Component G until the Component Outstanding Principal Balance of Component G is reduced to zero; provided, that so long as no Default or Event of Default shall then exist or would result therefrom, any voluntary prepayments of principal on the Loan made from Unrestricted Cash pursuant to Section 2.4.2, other than Debt Yield Cure Prepayments, shall be applied to the Components of the Loan on a pro rata basis based on the Component Outstanding Principal Balance of each such Component relative to the aggregate Component Outstanding Principal Balances for all of the Components until the Component Outstanding Principal Balance for each Component has been reduced to zero.

Prepayment/Repayment Conditions. (a) On the date on which a prepayment, voluntary or mandatory, is made under the Note or as required under this Agreement, which date must be a Business Day, Borrower shall pay to Lender: (i) all accrued and unpaid interest calculated at the Interest Rate on the amount of principal being prepaid on the applicable Component or Components through and including the Repayment Date together with an amount equal to the interest that would have accrued at the Interest Rate on the amount of principal being prepaid through the end of the Interest Period in which such prepayment occurs, notwithstanding that such Interest Period extends beyond the date of prepayment; (ii) if such prepayment is made during the period from and including the first day after a Monthly Payment Date through and including the last day of the Interest Period in which such prepayment occurs, all interest on the principal amount being prepaid on the applicable Component or Components which would have accrued from the first day of the Interest Period immediately following the Interest Period in which the prepayment occurs (the “Succeeding Interest Period”) through and including the end of the Succeeding Interest Period, calculated at (A) the Interest Rate if such prepayment occurs on or after the Interest Determination Date for the Succeeding Interest Period or (B) the Assumed Note Rate if such prepayment occurs before the Interest Determination Date for the Succeeding Interest Period (the “Interest Shortfall”); (iii) Breakage Costs, if any, without duplication of any sums paid pursuant to the preceding clauses (i) and (ii); (iv) the Spread Maintenance Premium applicable thereto (if such prepayment occurs prior to the Spread Maintenance Date); provided that no Spread Maintenance Premium shall be due in connection with a prepayment under Section 2.4.3 (a) (except where such prepayment arises as a result of a Voluntary Action) or Section 2.4.3(c); and (v) all other sums, then due under the Note, this Agreement and the other Loan Documents. (b) If the Interest Shortfall for any Floating Rate Component was calculated based upon the Assumed Note Rate, upon determination of LIBOR on the Interest Determination Date for the Succeeding Interest Period then (i) if the Interest Rate applicable to such Floating Rate Component for such Succeeding Interest Period is less than the Assumed Note Rate applicable to such Floating Rate Component, Lender shall promptly refund to Borrower the amount of the Interest Shortfall paid with respect to such Floating Rate Component, calculated at a rate equal to the difference between the Assumed Note Rate applicable to such Floating Rate Component and the Interest Rate applicable to such Floating Rate Component for such Interest Period, or (ii) if the Interest Rate applicable to such Floating Rate Component is greater than the Assumed Note Rate applicable to such Floating Rate Component, Borrower shall promptly (and in no event later than the ninth (9th) day of the following month) pay Lender the amount of such additional Interest Shortfall applicable to such Floating Rate Component calculated at a rate equal to the amount by which the Interest Rate applicable to such Floating Rate Component exceeds the Assumed Note Rate applicable to such Floating Rate Component. (c) Borrower shall pay all reasonable costs and expenses of Lender incurred in connection with the repayment or prepayment (including without limitation reasonable attorneys’ fees and expenses and costs and expenses related to the Transfer or substitution Substitution of any Property); provided, for the avoidance of doubt, this provision shall not apply with respect to Taxes. (d) Except during an Event of Default, prepayments shall be applied by Lender in the following order of priority: (i) first, to any amounts (other than principal, interest, Interest Shortfall, Breakage Costs and Spread Maintenance Premium) then due and payable under the Loan Documents, including any costs and expenses of Lender in connection with such prepayment; (ii) second, interest payable pursuant to Section 2.4.5 (a) (i) on the applicable Component or Components being prepaid pursuant to this clause (d) at the Interest Rate; (iii) third, Interest Shortfall on the applicable Component or Components being prepaid pursuant to this clause (d); (iv) fourth, Breakage Costs on the applicable Component or Components being prepaid pursuant to this clause (d); (v) fifth, Spread Maintenance Premium, to the extent applicable, on the applicable Floating Rate Component or Floating Rate Components being prepaid pursuant to this clause (d) and (vi) sixth, to principal, applied as set forth in clause (e) below. (e) Except during an Event of Default, prepayments of principal of the Loan made pursuant to this Section 2.4.5 shall be applied to the Loan (i) first, to Component A until the Component Outstanding Principal Balance of Component A is reduced to zero, (ii) second, to Component B until the Component Outstanding Principal Balance of Component B is reduced to zero, (iii) third, to Component C until the Component Outstanding Principal Balance of Component C is reduced to zero, (iv) fourth, to Component D until the Component Outstanding Principal Balance of Component D is reduced to zero, (v) fifth, to Component E until the Component Outstanding Principal Balance of Component E is reduced to zero, zero and (vi) sixth, to Component F until the Component Outstanding Principal Balance of Component F is reduced to zero and (vii) seventh, to Component G until the Component Outstanding Principal Balance of Component G is reduced to zero; provided, that so long as no Default or Event of Default shall then exist or would result therefrom, any voluntary prepayments of principal on of the Loan made from Unrestricted Cash pursuant to Section 2.4.2, other than Debt Yield Cure Prepayments, shall be applied to the Components of the Loan on a pro rata basis based on (i) first, to Component F until the Component Outstanding Principal Balance of each such Component relative F is reduced to the aggregate zero, (ii) second, to Component Outstanding Principal Balances for all of the Components E until the Component Outstanding Principal Balance for each of Component has been E is reduced to zero, (iii) third, to Component D until the Component Outstanding Principal Balance of Component D is reduced to zero and (iv) fourth, on a pro rata basis, to Component A, Component B and Component C, until the aggregate Component Outstanding Principal Balance of such Components is reduced to zero.

Prepayment/Repayment Conditions. (a) On the date on which a prepayment, voluntary or mandatory, is made under the Note or as required under this Agreement, which date must be a Business Day, Borrower shall pay to Lender: (i) all accrued and unpaid interest calculated at the Interest Rate on the amount of principal being prepaid on the applicable Component or Components through and including the Repayment Date together with an amount equal to the interest that would have accrued at the Interest Rate on the amount of principal being prepaid through the end of the Interest Period in which such prepayment occurs, notwithstanding that such Interest Period extends beyond the date of prepayment; (ii) if such prepayment is made during the period from and including the first day after a Monthly Payment Date through and including the last day of the Interest Period in which such prepayment occurs, all interest on the principal amount being prepaid on the applicable Component or Components which would have accrued from the first day of the Interest Period immediately following the Interest Period in which the prepayment occurs (the “Succeeding Interest Period”) through and including the end of the Succeeding Interest Period, calculated at (A) the Interest Rate if such prepayment occurs on or after the Interest Determination Date for the Succeeding Interest Period or (B) the Assumed Note Rate if such prepayment occurs before the Interest Determination Date for the Succeeding Interest Period (the “Interest Shortfall”); (iii) Breakage Costs, if any, without duplication of any sums paid pursuant to the preceding clauses (i) and (ii); (iv) the Spread Maintenance Premium applicable thereto (if such prepayment occurs prior to the Spread Maintenance Date), the Spread Maintenance Premium applicable thereto; provided provided, that no Spread Maintenance Premium shall be due in connection with a prepayment under Section 2.4.3 (a2.4.2(a) (except where such prepayment arises as a result of a Voluntary Action) or Section 2.4.3(c2.4.2(c); and (v) all other sums, then due under the Note, this Agreement and the other Loan Documents. (b) If the Interest Shortfall for any Floating Rate Component was calculated based upon the Assumed Note Rate, upon determination of LIBOR on the Interest Determination Date for the Succeeding Interest Period then (i) if the Interest Rate applicable to such Floating Rate Component for such Succeeding Interest Period is less than the Assumed Note Rate applicable to such Floating Rate Component, Lender shall promptly refund to Borrower the amount of the Interest Shortfall paid with respect to such Floating Rate Component, calculated at a rate equal to the difference between the Assumed Note Rate applicable to such Floating Rate Component and the Interest Rate applicable to such Floating Rate Component for such Interest Period, or (ii) if the Interest Rate applicable to such Floating Rate Component is greater than the Assumed Note Rate applicable to such Floating Rate Component, Borrower shall promptly (and in no event later than the ninth (9th) day of the following month) pay Lender the amount of such additional Interest Shortfall applicable to such Floating Rate Component calculated at a rate equal to the amount by which the Interest Rate applicable to such Floating Rate Component exceeds the Assumed Note Rate applicable to such Floating Rate Component. (c) Borrower shall pay all reasonable out-of-pocket costs and expenses of Lender incurred in connection with the repayment or prepayment (including without limitation reasonable attorneys’ fees and expenses and out-of-pocket costs and expenses related to the Transfer or substitution of any Property); provided, for the avoidance of doubt, this provision shall not apply with respect to Taxes. (d) Except during an Event of Default, prepayments shall be applied by Lender in the following order of priority: (i) first, to any amounts (other than principal, interest, Interest Shortfall, Breakage Costs and Spread Maintenance Premium) then due and payable under the Loan Documents, including any costs and expenses of Lender in connection with such prepayment; (ii) second, interest payable pursuant to Section 2.4.5 (a) (i2.4.4(a)(i) on the applicable Component or Components being prepaid pursuant to this clause (d) at the Interest Rate; (iii) third, Interest Shortfall (if any) on the applicable Component or Components being prepaid pursuant to this clause (d); (iv) fourth, Breakage Costs (if any) on the applicable Component or Components being prepaid pursuant to this clause (d); (v) fifth, Spread Maintenance Premium, to the extent applicable, on the applicable Floating Rate Component or Floating Rate Components being prepaid pursuant to this clause (d) and (vi) sixth, to principal, applied as set forth in clause (e) below. (e) Except during an Event of Default, prepayments of principal of the Loan made pursuant to this Section 2.4.5 2.4.4 shall be applied to the Loan (i) first, to Component A until the Component Outstanding Principal Balance of Component A is reduced to zero, (ii) second, to Component B until the Component Outstanding Principal Balance of Component B is reduced to zero, (iii) third, to Component C until the Component Outstanding Principal Balance of Component C is reduced to zero, (iv) fourth, to Component D until the Component Outstanding Principal Balance of Component D is reduced to zero, (v) fifth, to Component E until the Component Outstanding Principal Balance of Component E is reduced to zero, (vi) sixth, to Component F until the Component Outstanding Principal Balance of Component F is reduced to zero zero, and (vii) seventh, to Component G until the Component Outstanding Principal Balance of Component G is reduced to zero; provided, that so long as no Default or Event of Default shall then exist or would result therefromis continuing, any voluntary prepayments of principal on the Loan made from Unrestricted Cash pursuant to Section 2.4.2Cash, other than Debt Yield Cure Prepayments, shall be applied to the Components of the Loan on a pro rata basis basis, based on the Component Outstanding Principal Balance of each such Component relative to the aggregate Component Outstanding Principal Balances Balance for all of the Components until the Component Outstanding Principal Balance for each Component has been reduced to zero.

Prepayment/Repayment Conditions. (a) On the date on which a prepayment, voluntary or mandatory, is made under the Note or as required under this Agreement, which date must be a Business Day, Borrower shall pay to Lender: (i) all accrued and unpaid interest calculated at the Interest Rate on the amount of principal being prepaid on the applicable Component or Components through and including the Repayment Date together with an amount equal to the interest that would have accrued at the Interest Rate on the amount of principal being prepaid through the end of the Interest Period in which such prepayment occurs, notwithstanding that such Interest Period extends beyond the date of prepayment; (ii) if such prepayment is made during the period from and including the first day after a Monthly Payment Date through and including the last day of the Interest Period in which such prepayment occurs, all interest on the principal amount being prepaid on the applicable Component or Components which would have accrued from the first day of the Interest Period immediately following the Interest Period in which the prepayment occurs (the “Succeeding Interest Period”) through and including the end of the Succeeding Interest Period, calculated at (A) the Interest Rate if such prepayment occurs on or after the Interest Determination Date for the Succeeding Interest Period or (B) the Assumed Note Rate if such prepayment occurs before the Interest Determination Date for the Succeeding Interest Period (the “Interest Shortfall”); (iii) Breakage Costs, if any, without duplication of any sums paid pursuant to the preceding clauses (i) and (ii); (iv) the Spread Maintenance Premium applicable thereto (if such prepayment occurs prior to during the Spread Maintenance DatePeriod); provided , except where this Agreement expressly provides that no Spread Maintenance Premium shall be is due in connection with a prepayment under Section 2.4.3 (a) (except where respect to such prepayment arises as a result of a Voluntary Action) or Section 2.4.3(c)prepayment; and (viv) all other sums, then due under the Note, this Agreement Agreement, the Mortgage, and the other Loan Documents. (b) If the Interest Shortfall for any Floating Rate Component was calculated based upon the Assumed Note Rate, upon determination of LIBOR on the Interest Determination Date for the Succeeding Interest Period then Period, (i) if the Interest Rate applicable to such Floating Rate Component for such Succeeding Interest Period is less than the Assumed Note Rate applicable to such Floating Rate ComponentRate, Lender shall promptly refund to Borrower the amount of the Interest Shortfall paid with respect to such Floating Rate Componentpaid, calculated at a rate equal to the difference between the Assumed Note Rate applicable to such Floating Rate Component and the Interest Rate applicable to such Floating Rate Component for such Interest Period, or (ii) if the Interest Rate applicable to such Floating Rate Component is greater than the Assumed Note Rate applicable to such Floating Rate ComponentRate, Borrower shall promptly (and in no event later than the ninth eleventh (9th11th) day of the following month) pay Lender the amount of such additional Interest Shortfall applicable to such Floating Rate Component calculated at a rate equal to the amount by which the Interest Rate applicable to such Floating Rate Component exceeds the Assumed Note Rate applicable to such Floating Rate ComponentRate. (c) Borrower shall pay all reasonable out-of-pocket costs and expenses of Lender incurred in connection with the repayment or prepayment (including without limitation limitation, any costs and expenses associated with a release of the Lien of the Mortgage as set forth in Section 2.5 below and reasonable attorneys’ fees and expenses and costs and expenses related to the Transfer or substitution of any Propertyexpenses); provided, for the avoidance of doubt, this provision shall not apply with respect to Taxes. (d) Except during an Event of Default, prepayments shall be applied by Lender in the following order of priority: (i) first, to any amounts (other than principal, interest, Interest Shortfall, Breakage Costs and Spread Maintenance Premium) then due and payable under the Loan Documents, including any costs and expenses of Lender in connection with such prepayment; (ii) second, interest payable pursuant to Section 2.4.5 (a) (i) on the applicable Component or Components being prepaid pursuant to this clause (d) at the Interest Rate; (iii) third, Interest Shortfall on the applicable Component or Components being prepaid pursuant to this clause (d); (iv) fourth, Breakage Costs on the applicable Component or Components being prepaid pursuant to this clause (d); (v) fifth, Spread Maintenance Premium, to the extent applicable, on the applicable Floating Rate Component or Floating Rate Components being prepaid pursuant to this clause (d) and (vi) sixth, to principal, applied as set forth in clause (e) below. (e) Except during an Event of Default, prepayments of principal of the Loan made pursuant to this Section 2.4.5 shall be applied to the Loan (i) first, to Component A until the Component Outstanding Principal Balance of Component A is reduced to zero, (ii) second, to Component B until the Component Outstanding Principal Balance of Component B is reduced to zero, (iii) third, to Component C until the Component Outstanding Principal Balance of Component C is reduced to zero, (iv) fourth, to Component D until the Component Outstanding Principal Balance of Component D is reduced to zero, (v) fifth, to Component E until the Component Outstanding Principal Balance of Component E is reduced to zero, (vi) sixth, to Component F until the Component Outstanding Principal Balance of Component F is reduced to zero and (vii) seventh, to Component G until the Component Outstanding Principal Balance of Component G is reduced to zero; provided, that so long as no Default or Event of Default shall then exist or would result therefrom, any voluntary prepayments of principal on the Loan made from Unrestricted Cash pursuant to Section 2.4.2, other than Debt Yield Cure Prepayments, shall be applied to the Components of the Loan on a pro rata basis based on the Component Outstanding Principal Balance of each such Component relative to the aggregate Component Outstanding Principal Balances for all of the Components until the Component Outstanding Principal Balance for each Component has been reduced to zero.

Prepayment/Repayment Conditions. (a) On the date on which a prepayment, voluntary or mandatory, is made under the Note or as required under this Agreement, which date must be a Business Day, Borrower shall pay to Lender: (i) all accrued and unpaid interest calculated at the Interest Rate on the amount of principal being prepaid on the applicable Component or Components through and including the Repayment Date Date, together with an amount equal to the interest that would have accrued at the Interest Rate on the amount of principal being prepaid through the end of the Interest Period in which such prepayment occurs, notwithstanding that such Interest Period extends beyond the date of prepayment; (ii) if such prepayment is made during the period from and including the first day after a Monthly Payment Date through and including the last day of the Interest Period in which such prepayment occurs, all interest on the principal amount being prepaid on the applicable Component or Components which would have accrued from the first day of the Interest Period immediately following the Interest Period in which the prepayment occurs (the “Succeeding Interest Period”) through and including the end of the Succeeding Interest Period, calculated at (A) the Interest Rate if such prepayment occurs on or after the Interest Determination Date for the Succeeding Interest Period or (B) the Assumed Note Rate if such prepayment occurs before the Interest Determination Date for the Succeeding Interest Period (the “Interest Shortfall”); (iii) Breakage Coststhe Spread Maintenance Premium, if any, without duplication of any sums paid pursuant to the preceding clauses (i) and (ii); (iv) the Spread Maintenance Premium applicable thereto (only if such prepayment occurs prior to the Second Spread Maintenance Date); provided that so long as no Event of Default is continuing (other than an Event of Default that arises solely as a direct result of the Casualty or Condemnation in respect of which such Net Proceeds have been paid), no Spread Maintenance Premium shall be due in connection with a prepayment under made pursuant to Section 2.4.3 (a) (except where such prepayment arises as a result of a Voluntary Action) or Section 2.4.3(c2.4.4(a); and (viv) all other sums, then due under the Note, this Agreement Agreement, the Mortgage, and the other Loan Documents. (b) If the Interest Shortfall for any Floating Rate Component was calculated based upon the Assumed Note Rate, upon determination of LIBOR on the Interest Determination Date for the Succeeding Interest Period then (i) if the Interest Rate applicable to such Floating Rate any Component for such Succeeding Interest Period is less than the Assumed Note Rate applicable to such Floating Rate Component, Lender shall promptly refund to Borrower the amount of the Interest Shortfall paid with respect to such Floating Rate Component, calculated at a rate equal to the difference between the Assumed Note Rate applicable to such Floating Rate Component and the Interest Rate applicable to such Floating Rate Component for such Interest Period, or (ii) if the Interest Rate applicable to such Floating Rate any Component is greater than the Assumed Note Rate applicable to such Floating Rate Component, Borrower shall promptly (and in no event later than the ninth first (9th1st) day of the following month) pay Lender the amount of such additional Interest Shortfall applicable to such Floating Rate Component calculated at a rate equal to the amount by which the Interest Rate applicable to such Floating Rate Component exceeds the Assumed Note Rate applicable to such Floating Rate Component. (c) Borrower shall pay all reasonable costs and expenses of Lender incurred in connection with the repayment or prepayment (including without limitation limitation, any costs and expenses associated with a release of the Lien of the Mortgage as set forth in Section 2.5 below and reasonable attorneys’ fees and expenses and costs and expenses related expenses), provided, however that, notwithstanding anything to the Transfer or substitution of any Property); provided, for the avoidance of doubt, this provision shall not apply with respect to Taxes. (d) Except during an Event of Default, prepayments shall be applied by Lender contrary set forth in the following order of priority: (i) first, to any amounts (other than principal, interest, Interest Shortfall, Breakage Costs and Spread Maintenance Premium) then due and payable under the Loan Documents, including any no LIBOR breakage costs and expenses of Lender will be payable in connection with such prepayment; any prepayment (iivoluntary or mandatory) second, interest payable pursuant to Section 2.4.5 (a) (i) on the applicable Component or Components being prepaid pursuant to this clause (d) at the Interest Rate; (iii) third, Interest Shortfall on the applicable Component or Components being prepaid pursuant to this clause (d); (iv) fourth, Breakage Costs on the applicable Component or Components being prepaid pursuant to this clause (d); (v) fifth, Spread Maintenance Premium, to the extent applicable, on the applicable Floating Rate Component or Floating Rate Components being prepaid pursuant to this clause (d) and (vi) sixth, to principal, applied as set forth in clause (e) below. (e) Except during an Event of Default, prepayments of principal of the Loan made pursuant to this Section 2.4.5 shall be applied to the Loan (i) first, to Component A until the Component Outstanding Principal Balance of Component A is reduced to zero, (ii) second, to Component B until the Component Outstanding Principal Balance of Component B is reduced to zero, (iii) third, to Component C until the Component Outstanding Principal Balance of Component C is reduced to zero, (iv) fourth, to Component D until the Component Outstanding Principal Balance of Component D is reduced to zero, (v) fifth, to Component E until the Component Outstanding Principal Balance of Component E is reduced to zero, (vi) sixth, to Component F until the Component Outstanding Principal Balance of Component F is reduced to zero and (vii) seventh, to Component G until the Component Outstanding Principal Balance of Component G is reduced to zero; provided, that so long as no Default or Event of Default shall then exist or would result therefrom, any voluntary prepayments of principal on the Loan made from Unrestricted Cash pursuant to Section 2.4.2, other than Debt Yield Cure Prepayments, shall be applied to the Components of the Loan on a pro rata basis based on the Component Outstanding Principal Balance of each such Component relative to the aggregate Component Outstanding Principal Balances for all of the Components until the Component Outstanding Principal Balance for each Component has been reduced to zeroLoan.

Prepayment/Repayment Conditions. (a) On the date on which a prepayment, voluntary or mandatory, is made under the Note or as required under this Agreement, which date must be a Business Day, Borrower shall pay to Lender: (i) all accrued and unpaid interest calculated at the Interest Rate on the amount of principal being prepaid on the applicable Component or Components through and including the Repayment Date Date, together with an amount equal to the interest that would have accrued at the Interest Rate on the amount of principal being prepaid through the end of the Interest Period in which such prepayment occurs, notwithstanding that such Interest Period extends beyond the date of prepayment; (ii) if such prepayment is made during the period from and including the first day after a Monthly Payment Date through and including the last day of the Interest Period in which such prepayment occurs, all interest on the principal amount being prepaid on the applicable Component or Components which would have accrued from the first day of the Interest Period immediately following the Interest Period in which the prepayment occurs (the “Succeeding Interest Period”) through and including the end of the Succeeding Interest Period, calculated at (A) the Interest Rate if such prepayment occurs on or after the Interest Determination Date for the Succeeding Interest Period or (B) the Assumed Note Rate if such prepayment occurs before the Interest Determination Date for the Succeeding Interest Period (the “Interest Shortfall”); (iii) Breakage Costs, if any, without duplication of any sums paid pursuant to the preceding clauses (i) and (ii); (iv) the Spread Maintenance Premium applicable thereto (if such prepayment occurs prior to the Spread Maintenance Date), the Spread Maintenance Premium applicable thereto; provided that no Spread Maintenance Premium shall be due in connection with a prepayment under Section 2.4.3 (a2.4.2(a) (except where such prepayment arises as a result of a Voluntary Action) or Section 2.4.3(c2.4.2(c); and (v) all other sums, then due under the Note, this Agreement and the other Loan Documents. (b) If the Interest Shortfall for any Floating Rate Component was calculated based upon the Assumed Note Rate, upon determination of LIBOR on the Interest Determination Date for the Succeeding Interest Period then (i) if the Interest Rate applicable to such Floating Rate Component for such Succeeding Interest Period is less than the Assumed Note Rate applicable to such Floating Rate Component, Lender shall promptly refund to Borrower the amount of the Interest Shortfall paid with respect to such Floating Rate Component, calculated at a rate equal to the difference between the Assumed Note Rate applicable to such Floating Rate Component and the Interest Rate applicable to such Floating Rate Component for such Interest Period, or (ii) if the Interest Rate applicable to such Floating Rate Component is greater than the Assumed Note Rate applicable to such Floating Rate Component, Borrower shall promptly (and in no event later than the ninth (9th) day of the following month) pay Lender the amount of such additional Interest Shortfall applicable to such Floating Rate Component calculated at a rate equal to the amount by which the Interest Rate applicable to such Floating Rate Component exceeds the Assumed Note Rate applicable to such Floating Rate Component. (c) Borrower shall pay all reasonable out-of-pocket costs and expenses of Lender incurred in connection with the repayment or prepayment (including without limitation reasonable attorneys’ fees and expenses and reasonable out-of-pocket costs and expenses related to the Transfer or substitution of any Property); provided, for the avoidance of doubt, this provision shall not apply with respect to Taxes. (d) Except during an Event of Default, prepayments shall be applied by Lender in the following order of priority: (i) first, to any amounts (other than principal, interest, Interest Shortfall, Breakage Costs and Spread Maintenance Premium) then due and payable under the Loan Documents, including any reasonable out-of-pocket costs and expenses of Lender in connection with such prepayment; (ii) second, to interest payable pursuant to Section 2.4.5 (a) (i2.4.4(a)(i) on the applicable Component or Components being prepaid pursuant to this clause (d) at the Interest Rate; (iii) third, to Interest Shortfall (if any) on the applicable Component or Components being prepaid pursuant to this clause (d); (iv) fourth, to Breakage Costs (if any) on the applicable Component or Components being prepaid pursuant to this clause (d); (v) fifth, to Spread Maintenance Premium, to the extent applicable, on the applicable Floating Rate Component or Floating Rate Components being prepaid pursuant to this clause (d) ); and (vi) ), sixth, to principal, applied as set forth in clause (e) below. (e) Except during an Event of Default, prepayments of principal of the Loan made pursuant to this Section 2.4.5 2.4.4 shall be applied to the Loan (i) first, to Component A until the Component Outstanding Principal Balance of Component A is reduced to zero, (ii) second, to Component B until the Component Outstanding Principal Balance of Component B is reduced to zero, (iii) third, to Component C until the Component Outstanding Principal Balance of Component C is reduced to zero, (iv) fourth, to Component D until the Component Outstanding Principal Balance of Component D is reduced to zero, (v) fifth, to Component E until the Component Outstanding Principal Balance of Component E is reduced to zero, (vi) sixth, to Component F until the Component Outstanding Principal Balance of Component F is reduced to zero and zero, (vii) seventh, to Component G until the Component Outstanding Principal Balance of Component G is reduced to zero and (viii) eighth, to Component H until the Component Outstanding Principal Balance of Component H is reduced to zero; provided, that so long as no Default or Event of Default shall then exist or would result therefromis continuing, any voluntary prepayments of principal on the Loan made from Unrestricted Cash pursuant to Section 2.4.2Cash, other than Low Debt Yield Cure Prepayments, shall be applied to the Components of the Loan on a pro rata basis basis, based on the Component Outstanding Principal Balance of each such Component relative to the aggregate Component Outstanding Principal Balances Balance for all of the Components until the Component Outstanding Principal Balance for each Component has been reduced to zero.

Prepayment/Repayment Conditions. (a) On the date on which a prepayment, voluntary or mandatory, is made under the Note or as required under this Agreement, which date must be a Business Day, Borrower shall pay to Lender: (i) all accrued and unpaid interest calculated at the Interest Rate on the amount of principal being prepaid on the applicable Component or Components through and including the Repayment Date together with an amount equal to the interest that would have accrued at the Interest Rate on the amount of principal being prepaid through the end of the Interest Period in which such prepayment occurs, notwithstanding that such Interest Period extends beyond the date of prepayment; (ii) if such prepayment is made during the period from and including the first day after a Monthly Payment Date through and including the last day of the Interest Period in which such prepayment occurs, all interest on the principal amount being prepaid on the applicable Component or Components which would have accrued from the first day of the Interest Period immediately following the Interest Period in which the prepayment occurs (the “Succeeding Interest Period”) through and including the end of the Succeeding Interest Period, calculated at (A) the Interest Rate if such prepayment occurs on or after the Interest Determination Date for the Succeeding Interest Period or (B) the Assumed Note Rate if such prepayment occurs before the Interest Determination Date for the Succeeding Interest Period (the “Interest Shortfall”); (iii) Breakage Costs, if any, without duplication of any sums paid pursuant to the preceding clauses (i) and (ii); (iv) the Spread Maintenance Premium applicable thereto (if such prepayment occurs prior to the Spread Maintenance Date), the Spread Maintenance Premium applicable thereto; provided provided, that no Spread Maintenance Premium shall be due in connection with a prepayment under Section 2.4.3 (a2.4.2(a) (except where such prepayment arises as a result of a Voluntary Action) or Section 2.4.3(c2.4.2(c); and (v) all other sums, then due under the Note, this Agreement and the other Loan Documents. (b) If the Interest Shortfall for any Floating Rate Component was calculated based upon the Assumed Note Rate, upon determination of LIBOR on the Interest Determination Date for the Succeeding Interest Period then (i) if the Interest Rate applicable to such Floating Rate any Component for such Succeeding Interest Period is less than the Assumed Note Rate applicable to such Floating Rate Component, Lender shall promptly refund to Borrower the amount of the Interest Shortfall paid with respect to such Floating Rate Component, calculated at a rate equal to the difference between the Assumed Note Rate applicable to such Floating Rate Component and the Interest Rate applicable to such Floating Rate Component for such Interest Period, or (ii) if the Interest Rate applicable to such Floating Rate any Component is greater than the Assumed Note Rate applicable to such Floating Rate Component, Borrower shall promptly (and in no event later than the ninth (9th) day of the following month) pay Lender the amount of such additional Interest Shortfall applicable to such Floating Rate Component calculated at a rate equal to the amount by which the Interest Rate applicable to such Floating Rate Component exceeds the Assumed Note Rate applicable to such Floating Rate Component. (c) Borrower shall pay all reasonable costs and expenses of Lender incurred in connection with the repayment or prepayment (including without limitation reasonable attorneys’ fees and expenses and costs and expenses related to the Transfer or substitution of any Property); provided, for the avoidance of doubt, this provision shall not apply with respect to Taxes. (d) Except during an Event of Default, prepayments shall be applied by Lender in the following order of priority: (i) first, to any amounts (other than principal, interest, Interest Shortfall, Breakage Costs and Spread Maintenance Premium) then due and payable under the Loan Documents, including any costs and expenses of Lender in connection with such prepayment; (ii) second, interest payable pursuant to Section 2.4.5 (a) (i2.4.4(a)(i) on the applicable Component or Components being prepaid pursuant to this clause (d) at the Interest Rate; (iii) third, Interest Shortfall on the applicable Component or Components being prepaid pursuant to this clause (d); (iv) fourth, Breakage Costs on the applicable Component or Components being prepaid pursuant to this clause (d); (v) fifth, Spread Maintenance Premium, to the extent applicable, on the applicable Floating Rate Component or Floating Rate Components being prepaid pursuant to this clause (d) and (vi) sixth, to principal, applied as set forth in clause (e) below. (e) Except during an Event of Default, prepayments of principal of the Loan made pursuant to this Section 2.4.5 2.4.4 shall be applied to the Loan (i) first, to Component A until the Component Outstanding Principal Balance outstanding principal balance of Component A is reduced to zero, (ii) second, to Component B until the Component Outstanding Principal Balance outstanding principal balance of Component B is reduced to zero, (iii) third, to Component C until the Component Outstanding Principal Balance outstanding principal balance of Component C is reduced to zero, (iv) fourth, to Component D until the Component Outstanding Principal Balance outstanding principal balance of Component D is reduced to zero, (v) fifth, to Component E until the Component Outstanding Principal Balance outstanding principal balance of Component E is reduced to zero, zero and (vi) sixth, to Component F until the Component Outstanding Principal Balance outstanding principal balance of Component F is reduced to zero and (vii) seventh, to Component G until the Component Outstanding Principal Balance of Component G is reduced to zero; provided, that so long as no Default or Event of Default shall then exist or would result therefromis continuing, any voluntary prepayments of principal on the Loan made from Unrestricted Cash pursuant to Section 2.4.2Cash, other than Debt Yield Cure Prepayments, shall be applied to the Components of the Loan on a pro rata basis basis, based on the Component Outstanding Principal Balance outstanding principal balance of each such Component relative to the aggregate Component Outstanding Principal Balances for all of the Components until the Component Outstanding Principal Balance for each Component has been reduced to zeroComponent.

Prepayment/Repayment Conditions. (a) On the date on which a prepayment, voluntary or mandatory, is made under the Note or as required under this Agreement, which date must be a Business Day, Borrower shall pay to LenderAgent: (i) all accrued and unpaid interest calculated at the Interest Rate on the amount of principal being prepaid on the applicable Component or Components through and including the Repayment Date together with an amount equal to the interest that would have accrued at the Interest Rate on the amount of principal being prepaid through the end of the Interest Period in which such prepayment occurs, notwithstanding that such Interest Period extends beyond the date of prepayment; (ii) if such prepayment is made during the period from and including the first day after a Monthly Payment Date through and including the last day of the Interest Period in which such prepayment occurs, all interest on the principal amount being prepaid on the applicable Component or Components which would have accrued from the first day of the Interest Period immediately following the Interest Period in which the prepayment occurs (the “Succeeding Interest Period”) through and including the end of the Succeeding Interest Period, calculated at (A) the Interest Rate if such prepayment occurs on or after the Interest Determination Date for the Succeeding Interest Period or (B) the Assumed Note Rate if such prepayment occurs before the Interest Determination Date for the Succeeding Interest Period (the “Interest Shortfall”); (iii) Breakage Costs, if any, without duplication of any sums paid pursuant to the preceding clauses (i) and (ii); (iv) the Spread Maintenance Premium applicable thereto (if such prepayment occurs on or prior to the Spread Maintenance Date); provided that no Spread Maintenance Premium shall be due in connection with a prepayment under Section 2.4.3 (a) (except where such prepayment arises as a result of a Voluntary Action) or Section 2.4.3(c); and (v) all other sums, then due under the Note, this Agreement Agreement, the Mortgage, and the other Loan Documents. (b) If the Interest Shortfall for any Floating Rate Component was calculated based upon the Assumed Note Rate, upon determination of LIBOR on the Interest Determination Date for the Succeeding Interest Period then Period, (i) if the Interest Rate applicable to such Floating Rate Component for such Succeeding Interest Period is less than the Assumed Note Rate applicable to such Floating Rate ComponentRate, Lender Agent shall promptly refund to Borrower the amount of the Interest Shortfall paid with respect to such Floating Rate Componentpaid, calculated at a rate equal to the difference between the Assumed Note Rate applicable to such Floating Rate Component and the Interest Rate applicable to such Floating Rate Component for such Interest Period, or (ii) if the Interest Rate applicable to such Floating Rate Component is greater than the Assumed Note Rate applicable to such Floating Rate ComponentRate, Borrower shall promptly (and in no event later than the ninth (9th) day of the following month) pay Lender Agent the amount of such additional Interest Shortfall applicable to such Floating Rate Component calculated at a rate equal to the amount by which the Interest Rate applicable to such Floating Rate Component exceeds the Assumed Note Rate applicable to such Floating Rate ComponentRate. (c) Without duplication of any amounts paid by Borrower pursuant to the foregoing clause (a), Borrower shall pay all reasonable costs and expenses of Lender Agent and Lenders incurred in connection with the repayment or prepayment (including without limitation limitation, any costs and expenses associated with a release of the Lien of the Mortgage as set forth in Section 2.5 below and reasonable attorneys’ fees and expenses and costs and expenses related to the Transfer or substitution of any Propertyexpenses); provided, for the avoidance of doubt, this provision shall not apply with respect to Taxes. (d) Except during an Event of Default, prepayments shall be applied by Lender in the following order of priority: (i) first, to any amounts (other than principal, interest, Interest Shortfall, Breakage Costs and Spread Maintenance Premium) then due and payable under the Loan Documents, including any costs and expenses of Lender in connection with such prepayment; (ii) second, interest payable pursuant to Section 2.4.5 (a) (i) on the applicable Component or Components being prepaid pursuant to this clause (d) at the Interest Rate; (iii) third, Interest Shortfall on the applicable Component or Components being prepaid pursuant to this clause (d); (iv) fourth, Breakage Costs on the applicable Component or Components being prepaid pursuant to this clause (d); (v) fifth, Spread Maintenance Premium, to the extent applicable, on the applicable Floating Rate Component or Floating Rate Components being prepaid pursuant to this clause (d) and (vi) sixth, to principal, applied as set forth in clause (e) below. (e) Except during an Event of Default, prepayments of principal of the Loan made pursuant to this Section 2.4.5 shall be applied to the Loan (i) first, to Component A until the Component Outstanding Principal Balance of Component A is reduced to zero, (ii) second, to Component B until the Component Outstanding Principal Balance of Component B is reduced to zero, (iii) third, to Component C until the Component Outstanding Principal Balance of Component C is reduced to zero, (iv) fourth, to Component D until the Component Outstanding Principal Balance of Component D is reduced to zero, (v) fifth, to Component E until the Component Outstanding Principal Balance of Component E is reduced to zero, (vi) sixth, to Component F until the Component Outstanding Principal Balance of Component F is reduced to zero and (vii) seventh, to Component G until the Component Outstanding Principal Balance of Component G is reduced to zero; provided, that so long as no Default or Event of Default shall then exist or would result therefrom, any voluntary prepayments of principal on the Loan made from Unrestricted Cash pursuant to Section 2.4.2, other than Debt Yield Cure Prepayments, shall be applied to the Components of the Loan on a pro rata basis based on the Component Outstanding Principal Balance of each such Component relative to the aggregate Component Outstanding Principal Balances for all of the Components until the Component Outstanding Principal Balance for each Component has been reduced to zero.

Prepayment/Repayment Conditions. (a) On the date on which a prepayment, voluntary or mandatory, is made under the Note as permitted or as required under this Agreement, which date must be a Business Day, Borrower shall pay to Lenderthe Paying Agent for the account of the Lenders: (i) all accrued and unpaid interest on the Loan calculated at the applicable Interest Rate on the amount of principal being prepaid on the applicable Component or Components Loan through and including the Repayment Date together with an amount equal day prior to the interest that would have accrued at date on which the Interest Rate on prepayment is made to the amount of principal being prepaid through the end of the Interest Period in which such prepayment occurs, notwithstanding that such Interest Period extends beyond the date of prepaymentLenders; (ii) if such prepayment is made during the period from and including the first day after a Monthly Payment Date through and including the last day of the Interest Period in which such prepayment occurs, all interest on the principal amount being prepaid on the applicable Component or Components which would have accrued from the first day of the Interest Period immediately following the Interest Period in which the prepayment occurs (the “Succeeding Interest Period”) through and including the end of the Succeeding Interest Period, calculated at (A) the Interest Rate if such prepayment occurs on or after the Interest Determination Date for the Succeeding Interest Period or (B) the Assumed Note Rate if such prepayment occurs before the Interest Determination Date for the Succeeding Interest Period (the “Interest Shortfall”); (iii) Breakage Costs, if any, without duplication of any sums paid pursuant to the preceding clauses clause (i) and (ii); (iviii) the Spread Maintenance Premium applicable thereto (if such prepayment occurs prior to the Spread Maintenance DateDate (including recoveries or prepayments following an Event of Default), the Spread Maintenance Premium applicable thereto; provided provided, that no Spread Maintenance Premium shall be due in connection with a prepayment under Section 2.4.3 on account of (aA) a Disqualified Property (except where such prepayment arises the applicable Property became a Disqualified Property as a result of a Voluntary Action), or (B) a Condemnation or Section 2.4.3(c); andCasualty; (viv) all other sums, if any, then due under the Note, this Agreement and the other Loan Documents. (b) If the Interest Shortfall for any Floating Rate Component was calculated based upon the Assumed Note Rate, upon determination of LIBOR on the Interest Determination Date for the Succeeding Interest Period then (i) if the Interest Rate applicable to such Floating Rate Component for such Succeeding Interest Period is less than the Assumed Note Rate applicable to such Floating Rate Component, Lender shall promptly refund to Borrower the amount of the Interest Shortfall paid with respect to such Floating Rate Component, calculated at a rate equal to the difference between the Assumed Note Rate applicable to such Floating Rate Component and the Interest Rate applicable to such Floating Rate Component for such Interest Period, or (ii) if the Interest Rate applicable to such Floating Rate Component is greater than the Assumed Note Rate applicable to such Floating Rate Component, Borrower shall promptly (and in no event later than the ninth (9th) day of the following month) pay Lender the amount of such additional Interest Shortfall applicable to such Floating Rate Component calculated at a rate equal to the amount by which the Interest Rate applicable to such Floating Rate Component exceeds the Assumed Note Rate applicable to such Floating Rate Component. (c) Borrower shall pay all reasonable documented costs and expenses of Lender Administrative Agent incurred in connection with the repayment or prepayment (including without limitation reasonable attorneys’ fees of external counsel and reasonable documented expenses and costs and out-of-pocket expenses related to the any Transfer or substitution of any PropertySubstitution); provided, for the avoidance of doubt, this provision shall not apply with respect to Taxes. (dc) Except during an Event of Default, prepayments received from Borrower (or on behalf of Borrower) by the Paying Agent shall be applied by Lender distributed to the Lenders and the Administrative Agent, as applicable, on the date of such prepayment, in the following order of priority: (i) first, to pay any amounts (other than principal, interest, Interest Shortfall, Breakage Costs and Spread Maintenance Premium) then due and payable under the Loan Documents, including any reasonable documented costs and expenses of Lender the Administrative Agent in connection with such prepayment; (ii) second, to the Lenders, pro rata (based on the interest due and owing to each Lender), interest payable on the Loan pursuant to Section 2.4.52.4.4 (a) (i) on the applicable Component or Components principal being prepaid pursuant to this clause (d) at the Interest Ratec); (iii) third, Interest Shortfall to the Lenders, pro rata, Breakage Costs on the applicable Component or Components being principal prepaid pursuant to this clause (dc); , (iv) fourth, Breakage Costs to the Lenders, pro rata (based on the applicable Component or Components being prepaid pursuant to this clause (d); (v) fifth, Spread Maintenance PremiumPremium payable to each such Lender), the Spread Maintenance Premium payable on the Loan, to the extent applicable, on the applicable Floating Rate Component or Floating Rate Components principal being prepaid pursuant to this clause (dc) and (vi) sixth, to principal, applied as set forth in clause (e) below. (e) Except during an Event of Default, prepayments of principal of the Loan made pursuant to this Section 2.4.5 shall be applied to the Loan (i) first, to Component A until the Component Outstanding Principal Balance of Component A is reduced to zero, (ii) second, to Component B until the Component Outstanding Principal Balance of Component B is reduced to zero, (iii) third, to Component C until the Component Outstanding Principal Balance of Component C is reduced to zero, (iv) fourth, to Component D until the Component Outstanding Principal Balance of Component D is reduced to zero, (v) fifth, to Component E until the Component Outstanding Principal Balance Lenders, pro rata, principal of Component E is reduced the Loan being prepaid pursuant to zero, this clause (vi) sixth, to Component F until the Component Outstanding Principal Balance of Component F is reduced to zero and (vii) seventh, to Component G until the Component Outstanding Principal Balance of Component G is reduced to zero; provided, that so long as no Default or Event of Default shall then exist or would result therefrom, any voluntary c). All prepayments of principal on the Loan made from Unrestricted Cash under Section 2.4, together with all other amounts payable pursuant to this Section 2.4.2, other than Debt Yield Cure Prepayments2.4.4, shall be applied to ratably among the Components Lenders based on their respective Lender Percentages. (d) Prepayments of principal under Section 2.4 (other than Section 2.4.2(a), (b) and (c)) shall reduce the Allocated Loan Amounts for each Property on a pro rata basis based basis. Prepayments of principal under Section 2.4.2(a), (b) and (c) shall reduce the Allocated Loan Amount with respect to the applicable Property until the Allocated Loan Amount of such Property and any interest, fees or other Obligations attributable to that portion of the Debt prepaid is equal to zero, and any excess of such prepayment shall be applied to reduce the Allocated Loan Amounts for the remaining Properties on a pro rata basis. In connection with any prepayment under Section 2.4.1 or Section 2.4.2, Borrower shall provide to the Component Outstanding Principal Balance Administrative Agent (with a copy to the Calculation Agent) a schedule of Properties (the “ALA Schedule”) showing the Allocated Loan Amount of each Property prior to and after the application of such Component relative prepayment to the aggregate Component Outstanding Principal Balances for all reasonable satisfaction of the Components until Administrative Agent. (e) Administrative Agent shall, upon the Component Outstanding Principal Balance written request and at the expense of Borrower, upon payment in full of the Debt in accordance with the terms and provisions of the Loan Documents, (i) release the Liens of the Collateral Documents, and (ii) cause all original certificates evidencing any Equity Interests in Borrower and Borrower TRS to be returned to Borrower. In connection with the releases and/or reconveyance of the Liens, Borrower shall submit to Administrative Agent, forms of releases and/or reconveyances of Liens (and related Loan Documents) for each Component has been reduced to zeroexecution by Administrative Agent and, if applicable, be the forms appropriate in the jurisdictions in which the Properties are located. Such releases shall contain standard provisions protecting the rights of Administrative Agent. Borrower shall pay all documented costs, taxes and expenses associated with the release and/or reconveyance of the Liens of the Mortgage Documents, if any, including Administrative Agent’s reasonable attorneys’ fees of external counsel.

Prepayment/Repayment Conditions. (a) On the date on which a prepayment, voluntary or mandatory, is made under the Note or as required under this Agreement, which date must be a Business Day, Borrower shall pay to Lender: (i) all accrued and unpaid interest calculated at the Interest Rate on the amount of principal being prepaid on the applicable Component or Components through and including the Repayment Date together with an amount equal to the interest that would have accrued at the Interest Rate on the amount of principal being prepaid through the end of the Interest Period in which such prepayment occurs, notwithstanding that such Interest Period extends beyond the date of prepayment; (ii) if such prepayment is made during the period from and including the first day after a Monthly Payment Date through and including the last day of the Interest Period in which such prepayment occurs, all interest on the principal amount being prepaid on the applicable Component or Components which would have accrued from the first day of the Interest Period immediately following the Interest Period in which the prepayment occurs (the “Succeeding Interest Period”) through and including the end of the Succeeding Interest Period, calculated at (A) the Interest Rate if such prepayment occurs on or after the Interest Determination Date for the Succeeding Interest Period or (B) the Assumed Note Rate if such prepayment occurs before the Interest Determination Date for the Succeeding Interest Period (the “Interest Shortfall”); (iii) Breakage Costs, if any, without duplication of any sums paid pursuant to the preceding clauses (i) and (ii); (iv) the Spread Maintenance Premium applicable thereto (if such prepayment occurs prior to the Spread Maintenance Date), the Spread Maintenance Premium applicable thereto; provided provided, that no Spread Maintenance Premium shall be due in connection with a prepayment under Section 2.4.3 (a2.4.2(a) (except where such prepayment arises as a result of a Voluntary Action) or Section 2.4.3(c2.4.2(c); and (v) all other sums, then due under the Note, this Agreement and the other Loan Documents. (b) If the Interest Shortfall for any Floating Rate Component was calculated based upon the Assumed Note Rate, upon determination of LIBOR on the Interest Determination Date for the Succeeding Interest Period then (i) if the Interest Rate applicable to such Floating Rate any Component for such Succeeding Interest Period is less than the Assumed Note Rate applicable to such Floating Rate Component, Lender shall promptly refund to Borrower the amount of the Interest Shortfall paid with respect to such Floating Rate Component, calculated at a rate equal to the difference between the Assumed Note Rate applicable to such Floating Rate Component and the Interest Rate applicable to such Floating Rate Component for such Interest Period, or (ii) if the Interest Rate applicable to such Floating Rate any Component is greater than the Assumed Note Rate applicable to such Floating Rate Component, Borrower shall promptly (and in no event later than the ninth (9th) day of the following month) pay Lender the amount of such additional Interest Shortfall applicable to such Floating Rate Component calculated at a rate equal to the amount by which the Interest Rate applicable to such Floating Rate Component exceeds the Assumed Note Rate applicable to such Floating Rate Component. (c) Borrower shall pay all reasonable costs and expenses of Lender incurred in connection with the repayment or prepayment (including without limitation reasonable attorneys’ fees and expenses and costs and expenses related to the Transfer or substitution of any Property); provided, for the avoidance of doubt, this provision shall not apply with respect to Taxes. (d) Except during an Event of Default, prepayments shall be applied by Lender in the following order of priority: (i) first, to any amounts (other than principal, interest, Interest Shortfall, Breakage Costs and Spread Maintenance Premium) then due and payable under the Loan Documents, including any costs and expenses of Lender in connection with such prepayment; (ii) second, interest payable pursuant to Section 2.4.5 (a) (i2.4.4(a)(i) on the applicable Component or Components being prepaid pursuant to this clause (d) at the Interest Rate; (iii) third, Interest Shortfall on the applicable Component or Components being prepaid pursuant to this clause (d); (iv) fourth, Breakage Costs on the applicable Component or Components being prepaid pursuant to this clause (d); (v) fifth, Spread Maintenance Premium, to the extent applicable, on the applicable Floating Rate Component or Floating Rate Components being prepaid pursuant to this clause (d) and (vi) sixth, to principal, applied as set forth in clause (e) below. (e) Except during an Event of Default, prepayments of principal of the Loan made pursuant to this Section 2.4.5 2.4.4 shall be applied to the Loan (i) first, to Component A until the Component Outstanding Principal Balance outstanding principal balance of Component A is reduced to zero, (ii) second, to Component B until the Component Outstanding Principal Balance outstanding principal balance of Component B is reduced to zero, (iii) third, to Component C until the Component Outstanding Principal Balance outstanding principal balance of Component C is reduced to zero, (iv) fourth, to Component D until the Component Outstanding Principal Balance outstanding principal balance of Component D is reduced to zero, zero and (v) fifth, to Component E until the Component Outstanding Principal Balance outstanding principal balance of Component E is reduced to zero, (vi) sixth, to Component F until the Component Outstanding Principal Balance of Component F is reduced to zero and (vii) seventh, to Component G until the Component Outstanding Principal Balance of Component G is reduced to zero; provided, that so long as no Default or Event of Default shall then exist or would result therefrom, any voluntary prepayments of principal on the Loan made from Unrestricted Cash pursuant to Section 2.4.2, other than Debt Yield Cure Prepayments, shall be applied to the Components of the Loan on a pro rata basis based on the Component Outstanding Principal Balance of each such Component relative to the aggregate Component Outstanding Principal Balances for all of the Components until the Component Outstanding Principal Balance for each Component has been reduced to zero.

Prepayment/Repayment Conditions. (a) On the date on which a prepayment, voluntary or mandatory, is made under the Note or as required under this Agreement, which date must be a Business Day, Borrower shall pay to Lender: (i) all accrued and unpaid interest calculated at the Interest Rate on the amount of principal being prepaid on the applicable Component or Components through and including the Repayment Date together with an amount equal to the interest that would have accrued at the Interest Rate on the amount of principal being prepaid through the end of the Interest Period in which such prepayment occurs, notwithstanding that such Interest Period extends beyond the date of prepayment; (ii) if such prepayment is made during the period from and including the first day after a Monthly Payment Date through and including the last day of the Interest Period in which such prepayment occurs, all interest on the principal amount being prepaid on the applicable Component or Components which would have accrued from the first day of the Interest Period immediately following the Interest Period in which the prepayment occurs (the “Succeeding Interest Period”) through and including the end of the Succeeding Interest Period, calculated at (A) the Interest Rate if such prepayment occurs on or after the Interest Determination Date for the Succeeding Interest Period or (B) the Assumed Note Rate if such prepayment occurs before the Interest Determination Date for the Succeeding Interest Period (the “Interest Shortfall”); (iii) Breakage Costs, if any, without duplication of any sums paid pursuant to the preceding clauses (i) and (ii); (iv) the Spread Maintenance Premium applicable thereto (if such prepayment occurs prior to the Spread Maintenance Date), the Spread Maintenance Premium applicable thereto; provided provided, that no Spread Maintenance Premium shall be due in connection with a prepayment under Section 2.4.3 (a2.4.2(a) (except where such prepayment arises as a result of a Voluntary Action) or Section 2.4.3(c2.4.2(c); and (v) all other sums, then due under the Note, this Agreement and the other Loan Documents. (b) If the Interest Shortfall for any Floating Rate Component was calculated based upon the Assumed Note Rate, upon determination of LIBOR on the Interest Determination Date for the Succeeding Interest Period then (i) if the Interest Rate applicable to such Floating Rate Component for such Succeeding Interest Period is less than the Assumed Note Rate applicable to such Floating Rate Component, Lender shall promptly refund to Borrower the amount of the Interest Shortfall paid with respect to such Floating Rate Component, calculated at a rate equal to the difference between the Assumed Note Rate applicable to such Floating Rate Component and the Interest Rate applicable to such Floating Rate Component for such Interest Period, or (ii) if the Interest Rate applicable to such Floating Rate Component is greater than the Assumed Note Rate applicable to such Floating Rate Component, Borrower shall promptly (and in no event later than the ninth (9th) day of the following month) pay Lender the amount of such additional Interest Shortfall applicable to such Floating Rate Component calculated at a rate equal to the amount by which the Interest Rate applicable to such Floating Rate Component exceeds the Assumed Note Rate applicable to such Floating Rate Component. (c) Borrower shall pay all reasonable out-of-pocket costs and expenses of Lender incurred in connection with the repayment or prepayment (including without limitation reasonable attorneys’ fees and expenses and out-of-pocket costs and expenses related to the Transfer or substitution Substitution of any Property); provided, for the avoidance of doubt, this provision shall not apply with respect to Taxes. (d) Except during an Event of Default, prepayments shall be applied by Lender in the following order of priority: (i) first, to any amounts (other than principal, interest, Interest Shortfall, Breakage Costs and Spread Maintenance Premium) then due and payable under the Loan Documents, including any costs and expenses of Lender in connection with such prepayment; (ii) second, interest payable pursuant to Section 2.4.5 (a) (i2.4.4(a)(i) on the applicable Component or Components being prepaid pursuant to this clause (d) at the Interest Rate; (iii) third, Interest Shortfall (if any) on the applicable Component or Components being prepaid pursuant to this clause (d); (iv) fourth, Breakage Costs (if any) on the applicable Component or Components being prepaid pursuant to this clause (d); (v) fifth, Spread Maintenance Premium, to the extent applicable, on the applicable Floating Rate Component or Floating Rate Components being prepaid pursuant to this clause (d) and (vi) sixth, to principal, applied as set forth in clause (e) below. (e) Except during an Event of Default, prepayments of principal of the Loan made pursuant to this Section 2.4.5 2.4.4 shall be applied to the Loan (i) first, to Component A until the Component Outstanding Principal Balance of Component A is reduced to zero, (ii) second, to Component B until the Component Outstanding Principal Balance of Component B is reduced to zero, (iii) third, to Component C until the Component Outstanding Principal Balance of Component C is reduced to zero, (iv) fourth, to Component D until the Component Outstanding Principal Balance of Component D is reduced to zero, (v) fifth, to Component E until the Component Outstanding Principal Balance of Component E is reduced to zero, and (vi) sixth, to Component F until the Component Outstanding Principal Balance of Component F is reduced to zero and (vii) seventh, to Component G until the Component Outstanding Principal Balance of Component G is reduced to zero; provided, that so long as no Default or Event of Default shall then exist or would result therefromis continuing, any voluntary prepayments of principal on the Loan made from Unrestricted Cash pursuant to Section 2.4.2Cash, other than Debt Yield Cure Prepayments, shall be applied to the Components of the Loan on a pro rata basis basis, based on the Component Outstanding Principal Balance of each such Component relative to the aggregate Component Outstanding Principal Balances Balance for all of the Components until the Component Outstanding Principal Balance for each Component has been reduced to zero.

Prepayment/Repayment Conditions. (a) On the date on which a prepayment, voluntary or mandatory, is made under the Note or as required under this Agreement, which date must be a Business Day, Borrower shall pay to Lender: (i) Lender all accrued and unpaid interest calculated at the Interest Rate on the amount of principal being prepaid on the applicable Component or Components through and including the Repayment Date together with with, if such repayment occurs on a day that is not a Monthly Payment Date, an amount equal to the interest that would have accrued at the Interest Rate on the amount of principal being prepaid through the end of the Interest Period in which such prepayment occurs, notwithstanding that such Interest Period extends beyond the date of prepayment;. (b) On the Repayment Date, Borrower shall pay to Lender (i) the Prepayment Fee (if such payment is made prior to the Open Prepayment Date), except where this Agreement expressly provides that no Prepayment Fee is due with respect to such prepayment, and (ii) if such prepayment is made during the period from and including the first day after a Monthly Payment Date through and including the last day of the Interest Period in which such prepayment occurs, all interest on the principal amount being prepaid on the applicable Component or Components which would have accrued from the first day of the Interest Period immediately following the Interest Period in which the prepayment occurs (the “Succeeding Interest Period”) through and including the end of the Succeeding Interest Period, calculated at (A) the Interest Rate if such prepayment occurs on or after the Interest Determination Date for the Succeeding Interest Period or (B) the Assumed Note Rate if such prepayment occurs before the Interest Determination Date for the Succeeding Interest Period (the “Interest Shortfall”); (iii) Breakage Costs, if any, without duplication of any sums paid pursuant to the preceding clauses (i) and (ii); (iv) the Spread Maintenance Premium applicable thereto (if such prepayment occurs prior to the Spread Maintenance Date); provided that no Spread Maintenance Premium shall be due in connection with a prepayment under Section 2.4.3 (a) (except where such prepayment arises as a result of a Voluntary Action) or Section 2.4.3(c); and (v) all other sums, sums then due under the Note, this Agreement Agreement, the Mortgage, and the other Loan Documents. (b) If the Interest Shortfall for any Floating Rate Component was calculated based upon the Assumed Note Rate, upon determination of LIBOR on the Interest Determination Date for the Succeeding Interest Period then (i) if the Interest Rate applicable to such Floating Rate Component for such Succeeding Interest Period is less than the Assumed Note Rate applicable to such Floating Rate Component, Lender shall promptly refund to Borrower the amount of the Interest Shortfall paid with respect to such Floating Rate Component, calculated at a rate equal to the difference between the Assumed Note Rate applicable to such Floating Rate Component and the Interest Rate applicable to such Floating Rate Component for such Interest Period, or (ii) if the Interest Rate applicable to such Floating Rate Component is greater than the Assumed Note Rate applicable to such Floating Rate Component, Borrower shall promptly (and in no event later than the ninth (9th) day of the following month) pay Lender the amount of such additional Interest Shortfall applicable to such Floating Rate Component calculated at a rate equal to the amount by which the Interest Rate applicable to such Floating Rate Component exceeds the Assumed Note Rate applicable to such Floating Rate Component. (c) Borrower shall pay all reasonable fees and out-of-pocket costs and expenses of Lender incurred in connection with the repayment or prepayment (including prepayment, including, without limitation limitation, any fees, costs and expenses associated with a release or assignment of the Lien of the Mortgage as set forth in Section 2.5 below and reasonable attorneys’ fees and expenses and costs and expenses related to the Transfer or substitution of any Property); provided, for the avoidance of doubt, this provision shall not apply with respect to Taxesexpenses. (d) Except during an Event If the Loan has been divided into two or more Note Components, any prepayment of Default, prepayments principal shall be applied by Lender among the Note Components in the following order of priority: (i) first, to any amounts (other than principal, interest, Interest Shortfall, Breakage Costs and Spread Maintenance Premium) then due and payable under the Loan Documents, including any costs and expenses of Lender in connection with such prepayment; (ii) second, interest payable pursuant to Section 2.4.5 (a) (i) on the applicable Component or Components being prepaid pursuant to this clause (d) at the Interest Rate; (iii) third, Interest Shortfall on the applicable Component or Components being prepaid pursuant to this clause (d); (iv) fourth, Breakage Costs on the applicable Component or Components being prepaid pursuant to this clause (d); (v) fifth, Spread Maintenance Premium, to the extent applicable, on the applicable Floating Rate Component or Floating Rate Components being prepaid pursuant to this clause (d) and (vi) sixth, to principal, applied as priority set forth in clause (e) belowthe Componentization Notice with respect to such Note Components. (e) Except during an Event of Default, prepayments of principal of the Loan made pursuant to this Section 2.4.5 shall be applied to the Loan (i) first, to Component A until the Component Outstanding Principal Balance of Component A is reduced to zero, (ii) second, to Component B until the Component Outstanding Principal Balance of Component B is reduced to zero, (iii) third, to Component C until the Component Outstanding Principal Balance of Component C is reduced to zero, (iv) fourth, to Component D until the Component Outstanding Principal Balance of Component D is reduced to zero, (v) fifth, to Component E until the Component Outstanding Principal Balance of Component E is reduced to zero, (vi) sixth, to Component F until the Component Outstanding Principal Balance of Component F is reduced to zero and (vii) seventh, to Component G until the Component Outstanding Principal Balance of Component G is reduced to zero; provided, that so long as no Default or Event of Default shall then exist or would result therefrom, any voluntary prepayments of principal on the Loan made from Unrestricted Cash pursuant to Section 2.4.2, other than Debt Yield Cure Prepayments, shall be applied to the Components of the Loan on a pro rata basis based on the Component Outstanding Principal Balance of each such Component relative to the aggregate Component Outstanding Principal Balances for all of the Components until the Component Outstanding Principal Balance for each Component has been reduced to zero.

Prepayment/Repayment Conditions. (a) On the date on which a prepayment, voluntary or mandatory, is made under the Note or as required under this Agreement, which date must be a Business Day, Borrower shall pay to Lender: (i) all accrued and unpaid interest calculated at the Interest Rate on the amount of principal being prepaid on the applicable Component or Components through and including the Repayment Date Date, and following a Securitization any prepayment of a securitized portion of the Loan will also be paid together with an amount equal to the interest that would have accrued at the Interest Rate on the amount of principal being prepaid through the end of the Interest Period in which such prepayment occurs, notwithstanding that such Interest Period extends beyond the date of prepayment; (ii) following a Securitization, if such prepayment is made during the period from and including the first day after a Monthly Payment Date through and including the last day of the Interest Period in which such prepayment occurs, all interest on the principal amount being prepaid on the applicable Component or Components which would have accrued from the first day of the Interest Period immediately following the Interest Period in which the prepayment occurs (the “Succeeding Interest Period”) through and including the end of the Succeeding Interest Period, calculated at (A) the Interest Rate if such prepayment occurs on or after the Interest Determination Date for the Succeeding Interest Period or (B) the Assumed Note Rate if such prepayment occurs before the Interest Determination Date for the Succeeding Interest Period (the “Interest Shortfall”); (iii) Breakage Coststhe Spread Maintenance Premium, if any, without duplication of any sums paid pursuant to the preceding clauses (i) and (ii); (iv) the Spread Maintenance Premium applicable thereto (if such prepayment occurs prior to the Spread Maintenance Date)thereto; provided that so long as no Event of Default is continuing (other than an Event of Default that arises solely as a direct result of the Casualty or Condemnation in respect of which such Net Proceeds have been paid), no Spread Maintenance Premium shall be due in connection with a prepayment under made pursuant to Section 2.4.3 (a) (except where such prepayment arises as a result of a Voluntary Action) or Section 2.4.3(c2.4.4(a); and (viv) all other sums, then due under the Note, this Agreement Agreement, the Mortgage, and the other Loan Documents. (b) If the Interest Shortfall for any Floating Rate Component was calculated based upon the Assumed Note Rate, upon determination of LIBOR on the Interest Determination Date for the Succeeding Interest Period then (i) if the Interest Rate applicable to such Floating Rate any Component for such Succeeding Interest Period is less than the Assumed Note Rate applicable to such Floating Rate Component, Lender shall promptly refund to Borrower the amount of the Interest Shortfall paid with respect to such Floating Rate Component, calculated at a rate equal to the difference between the Assumed Note Rate applicable to such Floating Rate Component and the Interest Rate applicable to such Floating Rate Component for such Interest Period, or (ii) if the Interest Rate applicable to such Floating Rate any Component is greater than the Assumed Note Rate applicable to such Floating Rate Component, Borrower shall promptly (and in no event later than the ninth first (9th1st) day of the following month) pay Lender the amount of such additional Interest Shortfall applicable to such Floating Rate Component calculated at a rate equal to the amount by which the Interest Rate applicable to such Floating Rate Component exceeds the Assumed Note Rate applicable to such Floating Rate Component. (c) Borrower shall pay all actual out of pocket reasonable costs and expenses of Lender incurred in connection with the repayment or prepayment (including without limitation limitation, any reasonable, actual, out of pocket costs and expenses associated with a release of the Lien of the Mortgage as set forth in Section 2.5 below and reasonable attorneys’ fees and expenses and costs and expenses related expenses), provided, however that, notwithstanding anything to the Transfer or substitution of any Property); provided, for the avoidance of doubt, this provision shall not apply with respect to Taxes. (d) Except during an Event of Default, prepayments shall be applied by Lender contrary set forth in the following order of priority: (i) first, to any amounts (other than principal, interest, Interest Shortfall, Breakage Costs and Spread Maintenance Premium) then due and payable under the Loan Documents, including any no LIBOR breakage costs and expenses of Lender will be payable in connection with such prepayment; any prepayment (iivoluntary or mandatory) second, interest payable pursuant to Section 2.4.5 (a) (i) on the applicable Component or Components being prepaid pursuant to this clause (d) at the Interest Rate; (iii) third, Interest Shortfall on the applicable Component or Components being prepaid pursuant to this clause (d); (iv) fourth, Breakage Costs on the applicable Component or Components being prepaid pursuant to this clause (d); (v) fifth, Spread Maintenance Premium, to the extent applicable, on the applicable Floating Rate Component or Floating Rate Components being prepaid pursuant to this clause (d) and (vi) sixth, to principal, applied as set forth in clause (e) below. (e) Except during an Event of Default, prepayments of principal of the Loan made pursuant to this Section 2.4.5 shall be applied to the Loan (i) first, to Component A until the Component Outstanding Principal Balance of Component A is reduced to zero, (ii) second, to Component B until the Component Outstanding Principal Balance of Component B is reduced to zero, (iii) third, to Component C until the Component Outstanding Principal Balance of Component C is reduced to zero, (iv) fourth, to Component D until the Component Outstanding Principal Balance of Component D is reduced to zero, (v) fifth, to Component E until the Component Outstanding Principal Balance of Component E is reduced to zero, (vi) sixth, to Component F until the Component Outstanding Principal Balance of Component F is reduced to zero and (vii) seventh, to Component G until the Component Outstanding Principal Balance of Component G is reduced to zero; provided, that so long as no Default or Event of Default shall then exist or would result therefrom, any voluntary prepayments of principal on the Loan made from Unrestricted Cash pursuant to Section 2.4.2, other than Debt Yield Cure Prepayments, shall be applied to the Components of the Loan on a pro rata basis based on the Component Outstanding Principal Balance of each such Component relative to the aggregate Component Outstanding Principal Balances for all of the Components until the Component Outstanding Principal Balance for each Component has been reduced to zeroLoan.

Prepayment/Repayment Conditions. (a) On the date on which a prepayment, voluntary or mandatory, is made under the Note or as required under this Agreement, which date must be a Business Day, Borrower shall pay to Lender: (i) all accrued and unpaid interest calculated at the Applicable Interest Rate on the amount of principal being prepaid on the applicable Component or Components through and including the Repayment Date Date, together with an amount equal to the interest that would have accrued at the Applicable Interest Rate on the amount of principal being prepaid through the end of the Interest Period calendar month in which such prepayment occurs, notwithstanding that such Interest Period calendar month extends beyond the date of prepayment; provided, that notwithstanding the foregoing, ARD Spread Interest accruing from and after the Anticipated Repayment Date and interest accrued thereon shall not be due and payable in connection with any prepayment, but rather shall accrue and be payable as provided in Section 2.3.1(b) and Section 2.3.3; (ii) if such prepayment is made during the period from and including the first day after a Monthly Payment Date through and including the last day of the Interest Period in which such prepayment occurs, all interest on the principal amount being prepaid on the applicable Component or Components which would have accrued from the first day of the Interest Period immediately following the Interest Period in which the prepayment occurs (the “Succeeding Interest Period”) through and including the end of the Succeeding Interest Period, calculated at (A) the Interest Rate if such prepayment occurs on or after the Interest Determination Date for the Succeeding Interest Period or (B) the Assumed Note Rate if such prepayment occurs before the Interest Determination Date for the Succeeding Interest Period (the “Interest Shortfall”); (iii) Breakage Costs, if any, without duplication of any sums paid pursuant to the preceding clauses (i) and (ii); (iv) the Spread Maintenance Premium applicable thereto (if such prepayment occurs prior to the Spread Yield Maintenance Date), the Yield Maintenance Premium applicable thereto; provided provided, that no Spread Yield Maintenance Premium shall be due in connection with a prepayment under Section 2.4.3 (a2.4.2(a) (except where such prepayment arises as a result of a Voluntary Action) or Section 2.4.3(c2.4.2(c); and (viii) all other sums, then due under the Note, this Agreement and the other Loan Documents. (b) If the Interest Shortfall for any Floating Rate Component was calculated based upon the Assumed Note Rate, upon determination of LIBOR on the Interest Determination Date for the Succeeding Interest Period then (i) if the Interest Rate applicable to such Floating Rate Component for such Succeeding Interest Period is less than the Assumed Note Rate applicable to such Floating Rate Component, Lender shall promptly refund to Borrower the amount of the Interest Shortfall paid with respect to such Floating Rate Component, calculated at a rate equal to the difference between the Assumed Note Rate applicable to such Floating Rate Component and the Interest Rate applicable to such Floating Rate Component for such Interest Period, or (ii) if the Interest Rate applicable to such Floating Rate Component is greater than the Assumed Note Rate applicable to such Floating Rate Component, Borrower shall promptly (and in no event later than the ninth (9th) day of the following month) pay Lender the amount of such additional Interest Shortfall applicable to such Floating Rate Component calculated at a rate equal to the amount by which the Interest Rate applicable to such Floating Rate Component exceeds the Assumed Note Rate applicable to such Floating Rate Component. (c) Borrower shall pay all reasonable costs and expenses of Lender incurred in connection with the repayment or prepayment (including without limitation reasonable attorneys’ fees and expenses and costs and expenses related to the Transfer or substitution of any Property); provided, for the avoidance of doubt, this provision shall not apply with respect to Taxes. (dc) Except during an Event of Default, prepayments shall be applied by Lender in the following order of priority: (i) first, to any amounts (other than principal, interest, Interest Shortfall, Breakage Costs Yield Maintenance Premium and Spread Maintenance PremiumAccrued Additional Interest) then due and payable under the Loan Documents, including any costs and expenses of Lender in connection with such prepayment; (ii) second, interest payable pursuant to Section 2.4.5 (a) (i2.4.4(a)(i) on the applicable Component or Components being prepaid pursuant to this clause (d) at the Interest Ratec); (iii) third, Interest Shortfall Yield Maintenance Premium, to the extent applicable, on the applicable Component or Components being prepaid pursuant to this clause (dc); , (iv) fourth, Breakage Costs on the applicable Component or Components being prepaid pursuant to this clause (d); (v) fifth, Spread Maintenance Premium, to the extent applicable, on the applicable Floating Rate Component or Floating Rate Components being prepaid pursuant to this clause (d) and (vi) sixth, to principal, applied as set forth in clause (ed) belowbelow and (v) fifth, to Accrued Additional Interest, if any. (ed) Except during an Event of Default, prepayments of principal of the Loan made pursuant to this Section 2.4.5 2.4.4 shall be applied to the Loan (i) first, to Component A until the Component Outstanding Principal Balance of Component A is reduced to zero, (ii) second, to Component B until the Component Outstanding Principal Balance of Component B is reduced to zero, (iii) third, to Component C until the Component Outstanding Principal Balance of Component C is reduced to zero, (iv) fourth, to Component D until the Component Outstanding Principal Balance of Component D is reduced to zero, (v) fifth, to Component E until the Component Outstanding Principal Balance of Component E is reduced to zero, zero and (vi) sixth, to Component F until the Component Outstanding Principal Balance of Component F is reduced to zero and (vii) seventh, to Component G until the Component Outstanding Principal Balance of Component G is reduced to zero; provided, provided that so long as no Default or Event of Default shall then exist or would result therefromis continuing, any voluntary prepayments of principal on the Loan made from Unrestricted Cash pursuant to Section 2.4.2Cash, other than Debt Yield Low DSCR Cure Prepayments, shall be applied to the Components of the Loan on a pro rata basis based on the Component Outstanding Principal Balance outstanding principal balance of each such Component relative to the aggregate Component Outstanding Principal Balances for all of the Components until the Component Outstanding Principal Balance for each Component has been reduced to zeroComponent.

Prepayment/Repayment Conditions. (a) On the date on which a prepayment, voluntary or mandatory, is made under the Note or as required under this Agreement, which date must be a Business Day, Borrower shall pay to Lender: (i) all accrued and unpaid interest calculated at the Interest Rate on the amount of principal being prepaid on the applicable Component or Components through and including the Repayment Date together with an amount equal to the interest that would have accrued at the Interest Rate on the amount of principal being prepaid through the end of the Interest Period in which such prepayment occurs, notwithstanding that such Interest Period extends beyond the date of prepayment; (ii) if such prepayment is made during the period from and including the first day after a Monthly Payment Date through and including the last day of the Interest Period in which such prepayment occurs, all interest on the principal amount being prepaid on the applicable Component or Components which would have accrued from the first day of the Interest Period immediately following the Interest Period in which the prepayment occurs (the “Succeeding Interest Period”) through and including the end of the Succeeding Interest Period, calculated at (A) the Interest Rate if such prepayment occurs on or after the Interest Determination Date for the Succeeding Interest Period or (B) the Assumed Note Rate if such prepayment occurs before the Interest Determination Date for the Succeeding Interest Period (the “Interest Shortfall”); (iii) Breakage Costs, if any, without duplication of any sums paid pursuant to the preceding clauses (i) and (ii); (iv) the Spread Maintenance Premium applicable thereto (if such prepayment occurs prior to the Spread Maintenance Date); provided that no Spread Maintenance Premium shall be due in connection with a prepayment under Section 2.4.3 (a) (except where such prepayment arises as a result of a Voluntary Action) or Section 2.4.3(c); and (v) all other sums, then due under the Note, this Agreement and the other Loan Documents. (b) If the Interest Shortfall for any Floating Rate Component was calculated based upon the Assumed Note Rate, upon determination of LIBOR on the Interest Determination Date for the Succeeding Interest Period then (i) if the Interest Rate applicable to such Floating Rate any Component for such Succeeding Interest Period is less than the Assumed Note Rate applicable to such Floating Rate Component, Lender shall promptly refund to Borrower the amount of the Interest Shortfall paid with respect to such Floating Rate Component, calculated at a rate equal to the difference between the Assumed Note Rate applicable to such Floating Rate Component and the Interest Rate applicable to such Floating Rate Component for such Interest Period, or (ii) if the Interest Rate applicable to such Floating Rate any Component is greater than the Assumed Note Rate applicable to such Floating Rate Component, Borrower shall promptly (and in no event later than the ninth (9th) day of the following month) pay Lender the amount of such additional Interest Shortfall applicable to such Floating Rate Component calculated at a rate equal to the amount by which the Interest Rate applicable to such Floating Rate Component exceeds the Assumed Note Rate applicable to such Floating Rate Component. (c) Borrower shall pay all reasonable costs and expenses of Lender incurred in connection with the repayment or prepayment (including without limitation reasonable attorneys’ fees and expenses and costs and expenses related to the Transfer or substitution of any Property); provided, for the avoidance of doubt, this provision shall not apply with respect to Taxes. (d) Except during an Event of Default, prepayments shall be applied by Lender in the following order of priority: (i) first, to any amounts (other than principal, interest, Interest Shortfall, Breakage Costs and Spread Maintenance Premium) then due and payable under the Loan Documents, including any costs and expenses of Lender in connection with such prepayment; (ii) second, interest payable pursuant to Section 2.4.5 (a) (i) on the applicable Component or Components being prepaid pursuant to this clause (d) at the Interest Rate; (iii) third, Interest Shortfall on the applicable Component or Components being prepaid pursuant to this clause (d); (iv) fourth, Breakage Costs on the applicable Component or Components being prepaid pursuant to this clause (d); (v) fifth, Spread Maintenance Premium, to the extent applicable, on the applicable Floating Rate Component or Floating Rate Components being prepaid pursuant to this clause (d) and (vi) sixth, to principal, applied as set forth in clause (e) below. (e) Except during an Event of Default, prepayments of principal of the Loan made pursuant to this Section 2.4.5 shall be applied to the Loan (i) first, to Component A until the Component Outstanding Principal Balance outstanding principal balance of Component A is reduced to zero, (ii) second, to Component B until the Component Outstanding Principal Balance outstanding principal balance of Component B is reduced to zero, (iii) third, to Component C until the Component Outstanding Principal Balance outstanding principal balance of Component C is reduced to zero, (iv) fourth, to Component D until the Component Outstanding Principal Balance outstanding principal balance of Component D is reduced to zero, (v) fifth, to Component E until the Component Outstanding Principal Balance outstanding principal balance of Component E is reduced to zero, zero and (vi) sixth, to Component F until the Component Outstanding Principal Balance outstanding principal balance of Component F is reduced to zero and (vii) seventh, to Component G until the Component Outstanding Principal Balance of Component G is reduced to zero; provided, that so long as no Default or Event of Default shall then exist or would result therefrom, any voluntary prepayments of principal on the Loan made from Unrestricted Cash pursuant to Section 2.4.2, other than Debt Yield Cure Prepayments, shall be applied to the Components of the Loan on a pro rata basis based on the Component Outstanding Principal Balance of each such Component relative to the aggregate Component Outstanding Principal Balances for all of the Components until the Component Outstanding Principal Balance for each Component has been reduced to zero.shall

Prepayment/Repayment Conditions. (a) On the date on which a prepayment, voluntary or mandatory, is made under the Note or as required under this Agreement, which date must be a Business Day, Borrower shall pay to Lender: (i) all accrued and unpaid interest calculated at the Interest Rate on the amount of principal being prepaid on the applicable Component or Components through and including the Repayment Date Date, together with an amount equal to the interest that would have accrued at the Interest Rate on the amount of principal being prepaid through the end of the Interest Period in which such prepayment occurs, notwithstanding that such Interest Period extends beyond the date of prepayment; (ii) if such prepayment is made during the period from and including the first day after a Monthly Payment Date through and including the last day of the Interest Period in which such prepayment occurs, all interest on the principal amount being prepaid on the applicable Component or Components which would have accrued from the first day of the Interest Period immediately following the Interest Period in which the prepayment occurs (the “Succeeding Interest Period”) through and including the end of the Succeeding Interest Period, calculated at (A) the Interest Rate if such prepayment occurs on or after the Interest Determination Date for the Succeeding Interest Period or (B) the Assumed Note Rate if such prepayment occurs before the Interest Determination Date for the Succeeding Interest Period (the “Interest Shortfall”); (iii) Breakage Costs, if any, without duplication of any sums paid pursuant to the preceding clauses (i) and (ii); (iv) the Spread Maintenance Premium applicable thereto (if such prepayment occurs prior to the Spread Yield Maintenance Date), the Yield Maintenance Premium applicable thereto; provided that no Spread Yield Maintenance Premium shall be due in connection with (x) a prepayment under Section 2.4.3 (a2.4.2(a) (except where such prepayment arises as a result of a Voluntary ActionAction or except as set forth in clause (z) below), (y) a prepayment under Section 2.4.2(c), or Section 2.4.3(c)(z) with respect to a voluntary prepayment in connection with sales and releases of Properties representing no more than ten percent (10.0%) in the aggregate of the initial Allocated Loan Amounts; and (viii) all other sums, then due under the Note, this Agreement and the other Loan Documents. (b) If the Interest Shortfall for any Floating Rate Component was calculated based upon the Assumed Note Rate, upon determination of LIBOR on the Interest Determination Date for the Succeeding Interest Period then (i) if the Interest Rate applicable to such Floating Rate Component for such Succeeding Interest Period is less than the Assumed Note Rate applicable to such Floating Rate Component, Lender shall promptly refund to Borrower the amount of the Interest Shortfall paid with respect to such Floating Rate Component, calculated at a rate equal to the difference between the Assumed Note Rate applicable to such Floating Rate Component and the Interest Rate applicable to such Floating Rate Component for such Interest Period, or (ii) if the Interest Rate applicable to such Floating Rate Component is greater than the Assumed Note Rate applicable to such Floating Rate Component, Borrower shall promptly (and in no event later than the ninth (9th) day of the following month) pay Lender the amount of such additional Interest Shortfall applicable to such Floating Rate Component calculated at a rate equal to the amount by which the Interest Rate applicable to such Floating Rate Component exceeds the Assumed Note Rate applicable to such Floating Rate Component. (c) Borrower shall pay all reasonable out-of-pocket costs and expenses of Lender incurred in connection with the repayment or prepayment (including without limitation reasonable attorneys’ fees and expenses and reasonable out-of-pocket costs and expenses related to the Transfer or substitution of any Property); provided, for the avoidance of doubt, this provision shall not apply with respect to Taxes. (dc) Except during an Event of Default, prepayments shall be applied by Lender in the following order of priority: (i) first, to any amounts (other than principal, interest, Interest Shortfall, Breakage Costs and Spread Yield Maintenance Premium) then due and payable under the Loan Documents, including any reasonable out-of-pocket costs and expenses of Lender in connection with such prepayment; (ii) second, to interest payable pursuant to Section 2.4.5 (a) (i2.4.4(a)(i) on the applicable Component or Components amount of principal being prepaid pursuant to this clause (dc) at the Interest Rate; (iii) third, Interest Shortfall on the applicable Component or Components being prepaid pursuant to this clause (d); (iv) fourth, Breakage Costs on the applicable Component or Components being prepaid pursuant to this clause (d); (v) fifth, Spread Yield Maintenance Premium, to the extent applicable, on the applicable Floating Rate Component or Floating Rate Components principal being prepaid pursuant to this clause (d) c); and (viiv) sixthfourth, to principal, applied as set forth in clause (ed) below. (ed) Except during an Event of Default, prepayments of principal of the Loan made pursuant to this Section 2.4.5 2.4.4 shall be applied to the Loan (i) first, to Component A until the Component Outstanding Principal Balance of Component A the Loan is reduced to zero, (ii) second, to Component B until the Component Outstanding Principal Balance of Component B is reduced to zero, (iii) third, to Component C until the Component Outstanding Principal Balance of Component C is reduced to zero, (iv) fourth, to Component D until the Component Outstanding Principal Balance of Component D is reduced to zero, (v) fifth, to Component E until the Component Outstanding Principal Balance of Component E is reduced to zero, (vi) sixth, to Component F until the Component Outstanding Principal Balance of Component F is reduced to zero and (vii) seventh, to Component G until the Component Outstanding Principal Balance of Component G is reduced to zero; provided, that so long as no Default or Event of Default shall then exist or would result therefrom, any voluntary prepayments of principal on the Loan made from Unrestricted Cash pursuant to Section 2.4.2, other than Debt Yield Cure Prepayments, shall be applied to the Components of the Loan on a pro rata basis based on the Component Outstanding Principal Balance of each such Component relative to the aggregate Component Outstanding Principal Balances for all of the Components until the Component Outstanding Principal Balance for each Component has been reduced to zero.

Prepayment/Repayment Conditions. (a) On the date on which a prepayment, voluntary or mandatory, is made under the Note or as required under this Agreement, which date must be a Business Day, Borrower shall pay to Lender: (i) all accrued and unpaid interest calculated at the Interest Rate on the amount of principal being prepaid on the applicable Component or Components through and including the Repayment Date Date, and following a Securitization any prepayment of a securitized portion of the Loan will also be paid together with an amount equal to the interest that would have accrued at the Interest Rate on the amount of principal being prepaid through the end of the Interest Period in which such prepayment occurs, notwithstanding that such Interest Period extends beyond the date of prepayment; (ii) following a Securitization, if such prepayment is made during the period from and including the first day after a Monthly Payment Date through and including the last day of the Interest Period in which such prepayment occurs, all interest on the principal amount being prepaid on the applicable Component or Components which would have accrued from the first day of the Interest Period immediately following the Interest Period in which the prepayment occurs (the “Succeeding Interest Period”) through and including the end of the Succeeding Interest Period, calculated at (A) the Interest Rate if such prepayment occurs on or after the Interest Determination Date for the Succeeding Interest Period or (B) the Assumed Note Rate if such prepayment occurs before the Interest Determination Date for the Succeeding Interest Period (the “Interest Shortfall”); (iii) Breakage Coststhe Spread Maintenance Premium, if any, without duplication applicable thereto; provided, that so long as no Event of any sums paid pursuant to Default is continuing (other than an Event of Default that arises solely as a direct result of the preceding clauses (i) and (iiCasualty or Condemnation in respect of which such Net Proceeds have been paid); (iv) the Spread Maintenance Premium applicable thereto (if such prepayment occurs prior to the Spread Maintenance Date); provided that , no Spread Maintenance Premium shall be due in connection with a prepayment under made pursuant to Section 2.4.3 (a) (except where such prepayment arises as a result of a Voluntary Action) or Section 2.4.3(c2.4.4(a); and (viv) all other sums, then due under the Note, this Agreement Agreement, the Pledge Agreement, and the other Loan Documents. (b) If the Interest Shortfall for any Floating Rate Component was calculated based upon the Assumed Note Rate, upon determination of LIBOR on the Interest Determination Date for the Succeeding Interest Period then (i) if the Interest Rate applicable to such Floating Rate Component for such Succeeding Interest Period is less than the Assumed Note Rate applicable to such Floating Rate ComponentRate, Lender shall promptly refund to Borrower the amount of the Interest Shortfall paid with respect to such Floating Rate Componentpaid, calculated at a rate equal to the difference between the Assumed Note Rate applicable to such Floating Rate Component and the Interest Rate applicable to such Floating Rate Component for such Interest Period, or (ii) if the Interest Rate applicable to such Floating Rate Component is greater than the Assumed Note Rate applicable to such Floating Rate ComponentRate, Borrower shall promptly (and in no event later than the ninth first (9th1st) day of the following month) pay Lender the amount of such additional Interest Shortfall applicable to such Floating Rate Component calculated at a rate equal to the amount by which the Interest Rate applicable to such Floating Rate Component exceeds the Assumed Note Rate applicable to such Floating Rate ComponentRate. (c) Borrower shall pay all actual out of pocket reasonable costs and expenses of Lender incurred in connection with the repayment or prepayment (including without limitation limitation, any reasonable, actual, out of pocket costs and expenses associated with a release of the Lien of the Security Documents as set forth in Section 2.5 below and reasonable attorneys’ fees and expenses and costs and expenses related expenses), provided, however that, notwithstanding anything to the Transfer or substitution of any Property); provided, for the avoidance of doubt, this provision shall not apply with respect to Taxes. (d) Except during an Event of Default, prepayments shall be applied by Lender contrary set forth in the following order of priority: (i) first, to any amounts (other than principal, interest, Interest Shortfall, Breakage Costs and Spread Maintenance Premium) then due and payable under the Loan Documents, including any no LIBOR breakage costs and expenses of Lender will be payable in connection with such prepayment; any prepayment (iivoluntary or mandatory) second, interest payable pursuant to Section 2.4.5 (a) (i) on the applicable Component or Components being prepaid pursuant to this clause (d) at the Interest Rate; (iii) third, Interest Shortfall on the applicable Component or Components being prepaid pursuant to this clause (d); (iv) fourth, Breakage Costs on the applicable Component or Components being prepaid pursuant to this clause (d); (v) fifth, Spread Maintenance Premium, to the extent applicable, on the applicable Floating Rate Component or Floating Rate Components being prepaid pursuant to this clause (d) and (vi) sixth, to principal, applied as set forth in clause (e) below. (e) Except during an Event of Default, prepayments of principal of the Loan made pursuant to this Section 2.4.5 shall be applied to the Loan (i) first, to Component A until the Component Outstanding Principal Balance of Component A is reduced to zero, (ii) second, to Component B until the Component Outstanding Principal Balance of Component B is reduced to zero, (iii) third, to Component C until the Component Outstanding Principal Balance of Component C is reduced to zero, (iv) fourth, to Component D until the Component Outstanding Principal Balance of Component D is reduced to zero, (v) fifth, to Component E until the Component Outstanding Principal Balance of Component E is reduced to zero, (vi) sixth, to Component F until the Component Outstanding Principal Balance of Component F is reduced to zero and (vii) seventh, to Component G until the Component Outstanding Principal Balance of Component G is reduced to zero; provided, that so long as no Default or Event of Default shall then exist or would result therefrom, any voluntary prepayments of principal on the Loan made from Unrestricted Cash pursuant to Section 2.4.2, other than Debt Yield Cure Prepayments, shall be applied to the Components of the Loan on a pro rata basis based on the Component Outstanding Principal Balance of each such Component relative to the aggregate Component Outstanding Principal Balances for all of the Components until the Component Outstanding Principal Balance for each Component has been reduced to zeroLoan.

Prepayment/Repayment Conditions. (a) On the date on which a prepayment, voluntary or mandatory, is made under the Note or as required under this Agreement, which date must be a Business Day, Borrower shall pay to Administrative Agent for the account of Lender: (i) all accrued and unpaid interest calculated at the Interest Rate on the amount of principal being prepaid on the applicable Component or Components Loan through and including the Repayment Date together with an amount equal to the interest that would have accrued at the Interest Rate on the amount of principal being prepaid through the end of the Interest Period in which such prepayment occurs, notwithstanding that such Interest Period extends beyond the date of prepayment; (ii) if such prepayment is made during the period from and including the first day after a Monthly Payment Date through and including the last day of the Interest Period in which such prepayment occurs, all interest on the principal amount being prepaid on the applicable Component or Components which would have accrued from the first day of the Interest Period immediately following the Interest Period in which the prepayment occurs (the “Succeeding Interest Period”) through and including the end of the Succeeding Interest Period, calculated at (A) the Interest Rate if such prepayment occurs on or after the Interest Determination Date for the Succeeding Interest Period or (B) the Assumed Note Rate if such prepayment occurs before the Interest Determination Date for the Succeeding Interest Period (the “Interest Shortfall”); (iii) Breakage Costs, if any, without duplication of any sums paid pursuant to the preceding clauses (i) and (ii); (iviii) the Spread Yield Maintenance Premium applicable thereto (if such prepayment occurs prior to the Spread Yield Maintenance Date); provided that no Spread Yield Maintenance Premium shall be due in connection with a prepayment under Section 2.4.3 (a2.4.3(c) (except where such prepayment arises as a result or the payment of a Voluntary ActionRelease Amount under Section 2.4.3(a) with respect to a Property that has become a Disqualified Property by virtue of a Casualty or Section 2.4.3(c)Condemnation; and (viv) all other sums, then due under the Note, this Agreement and the other Loan Documents. (b) If the Interest Shortfall for any Floating Rate Component was calculated based upon the Assumed Note Rate, upon determination of LIBOR on the Interest Determination Date for the Succeeding Interest Period then (i) if the Interest Rate applicable to such Floating Rate Component for such Succeeding Interest Period is less than the Assumed Note Rate applicable to such Floating Rate Component, Lender shall promptly refund to Borrower the amount of the Interest Shortfall paid with respect to such Floating Rate Component, calculated at a rate equal to the difference between the Assumed Note Rate applicable to such Floating Rate Component and the Interest Rate applicable to such Floating Rate Component for such Interest Period, or (ii) if the Interest Rate applicable to such Floating Rate Component is greater than the Assumed Note Rate applicable to such Floating Rate Component, Borrower shall promptly (and in no event later than the ninth (9th) day of the following month) pay Lender the amount of such additional Interest Shortfall applicable to such Floating Rate Component calculated at a rate equal to the amount by which the Interest Rate applicable to such Floating Rate Component exceeds the Assumed Note Rate applicable to such Floating Rate Component.Reserved (c) Borrower shall pay all reasonable costs and expenses of Lender the Secured Parties incurred in connection with the repayment or prepayment (including without limitation reasonable attorneys’ fees and expenses and costs and expenses related to the Transfer or substitution Substitution of any Property); provided, for the avoidance of doubt, this provision shall not apply with respect to Taxes. (d) Except during an Event of Default, prepayments shall be applied by Lender Administrative Agent in the following order of priority: (i) first, to any amounts (other than principal, interest, Interest Shortfall, Breakage Costs and Spread Yield Maintenance Premium) then due and payable under the Loan Documents, including any costs and expenses of Lender the Secured Parties in connection with such prepayment; (ii) second, to the Lenders, pro rata, interest payable pursuant to Section 2.4.5 (a) (i) on the applicable Component or Components Loan being prepaid pursuant to this clause (d) at the Interest Rate; (iii) third, Interest Shortfall to the Lenders, pro rata, Breakage Costs on the applicable Component or Components Loan being prepaid pursuant to this clause (d); (iv) fourth, Breakage Costs on to the applicable Component or Components being prepaid pursuant to this clause (d); (v) fifthLenders, Spread pro rata, Yield Maintenance Premium, to the extent applicable, on the applicable Floating Rate Component or Floating Rate Components Loan being prepaid pursuant to this clause (d) and (vi) sixth, to principal, applied as set forth in clause (e) below. (e) Except during an Event of Default, prepayments of principal of the Loan made pursuant to this Section 2.4.5 shall be applied to the Loan (i) first, to Component A until the Component Outstanding Principal Balance of Component A is reduced to zero, (ii) second, to Component B until the Component Outstanding Principal Balance of Component B is reduced to zero, (iii) third, to Component C until the Component Outstanding Principal Balance of Component C is reduced to zero, (iv) fourth, to Component D until the Component Outstanding Principal Balance of Component D is reduced to zero, (v) fifth, to Component E until the Component Outstanding Principal Balance of Component E is reduced to zeroLenders, (vi) sixthpro rata, to Component F until the Component Outstanding Principal Balance of Component F is reduced to zero and (vii) seventh, to Component G until the Component Outstanding Principal Balance of Component G is reduced to zero; provided, that so long as no Default or Event of Default shall then exist or would result therefrom, any voluntary principal. All prepayments of principal on the Loan made from Unrestricted Cash under Section 2.4 together with all other amounts payable pursuant to this Section 2.4.2, other than Debt Yield Cure Prepayments2.4.5, shall be applied to by the Components of Administrative Agent ratably among the Loan on a pro rata basis Lenders based on the Component Outstanding Principal Balance of each such Component relative to the aggregate Component Outstanding Principal Balances for all of the Components until the Component Outstanding Principal Balance for each Component has been reduced to zerotheir respective Lender Percentages.

Prepayment/Repayment Conditions. (a) On the date on which a prepayment, voluntary or mandatory, is made under the Note or as required under this Agreement, which date must be a Business Day, Borrower shall pay to LenderAgent: (i) all accrued and unpaid interest calculated at the Interest Rate on the amount of principal being prepaid on the applicable Component or Components through and including the Repayment Date together with an amount equal to the interest that would have accrued at the Interest Rate on the amount of principal being prepaid through the end of the Interest Period in which such prepayment occurs, notwithstanding that such Interest Period extends beyond the date of prepayment; (ii) if such prepayment is made during the period from and including the first day after a Monthly Payment Date through and including the last day of the Interest Period in which such prepayment Monthly Payment Date occurs, all interest on the principal amount being prepaid on the applicable Component or Components which would have accrued from the first day of the Interest Period immediately following the Interest Period in which the prepayment occurs (the “Succeeding Interest Period”) through and including the end of the Succeeding Interest Period, calculated at (A) the Interest Rate if such prepayment occurs on or after the Interest Determination Date for the Succeeding Interest Period or (B) the Assumed Note Rate if such prepayment occurs before the Interest Determination Date for the Succeeding Interest Period (the “Interest Shortfall”); (iii) Breakage Costs, if any, without duplication of any sums paid pursuant to the preceding clauses (i) and (ii); (iv) the Spread Maintenance Premium applicable thereto (if such prepayment occurs on or prior to the Spread Maintenance Date); provided that no Spread Maintenance Premium shall be due in connection with a prepayment under Section 2.4.3 (a) (except where such prepayment arises as a result of a Voluntary Action) or Section 2.4.3(c); and (v) all other sums, then due under the Note, this Agreement Agreement, the Pledge Agreement, and the other Loan Documents. (b) If the Interest Shortfall for any Floating Rate Component was calculated based upon the Assumed Note Rate, upon determination of LIBOR on the Interest Determination Date for the Succeeding Interest Period then Period, (i) if the Interest Rate applicable to such Floating Rate Component for such Succeeding Interest Period is less than the Assumed Note Rate applicable to such Floating Rate ComponentRate, Lender Agent shall promptly refund to Borrower the amount of the Interest Shortfall paid with respect to such Floating Rate Componentpaid, calculated at a rate equal to the difference between the Assumed Note Rate applicable to such Floating Rate Component and the Interest Rate applicable to such Floating Rate Component for such Interest Period, or (ii) if the Interest Rate applicable to such Floating Rate Component is greater than the Assumed Note Rate applicable to such Floating Rate ComponentRate, Borrower shall promptly (and in no event later than the ninth (9th) day of the following month) pay Lender Agent the amount of such additional Interest Shortfall applicable to such Floating Rate Component calculated at a rate equal to the amount by which the Interest Rate applicable to such Floating Rate Component exceeds the Assumed Note Rate applicable to such Floating Rate ComponentRate. (c) Without duplication of any amounts paid by Borrower pursuant to the foregoing clause (a), Borrower shall pay all reasonable costs and expenses of Lender Agent and Lenders incurred in connection with the repayment or prepayment (including without limitation limitation, any costs and expenses associated with a release of the Lien of the Pledge Agreement as set forth in Section 2.5 below and reasonable attorneys’ fees and expenses and costs and expenses related to the Transfer or substitution of any Propertyexpenses); provided, for the avoidance of doubt, this provision shall not apply with respect to Taxes. (d) Except during an Event of Default, prepayments shall be applied by Lender in the following order of priority: (i) first, to any amounts (other than principal, interest, Interest Shortfall, Breakage Costs and Spread Maintenance Premium) then due and payable under the Loan Documents, including any costs and expenses of Lender in connection with such prepayment; (ii) second, interest payable pursuant to Section 2.4.5 (a) (i) on the applicable Component or Components being prepaid pursuant to this clause (d) at the Interest Rate; (iii) third, Interest Shortfall on the applicable Component or Components being prepaid pursuant to this clause (d); (iv) fourth, Breakage Costs on the applicable Component or Components being prepaid pursuant to this clause (d); (v) fifth, Spread Maintenance Premium, to the extent applicable, on the applicable Floating Rate Component or Floating Rate Components being prepaid pursuant to this clause (d) and (vi) sixth, to principal, applied as set forth in clause (e) below. (e) Except during an Event of Default, prepayments of principal of the Loan made pursuant to this Section 2.4.5 shall be applied to the Loan (i) first, to Component A until the Component Outstanding Principal Balance of Component A is reduced to zero, (ii) second, to Component B until the Component Outstanding Principal Balance of Component B is reduced to zero, (iii) third, to Component C until the Component Outstanding Principal Balance of Component C is reduced to zero, (iv) fourth, to Component D until the Component Outstanding Principal Balance of Component D is reduced to zero, (v) fifth, to Component E until the Component Outstanding Principal Balance of Component E is reduced to zero, (vi) sixth, to Component F until the Component Outstanding Principal Balance of Component F is reduced to zero and (vii) seventh, to Component G until the Component Outstanding Principal Balance of Component G is reduced to zero; provided, that so long as no Default or Event of Default shall then exist or would result therefrom, any voluntary prepayments of principal on the Loan made from Unrestricted Cash pursuant to Section 2.4.2, other than Debt Yield Cure Prepayments, shall be applied to the Components of the Loan on a pro rata basis based on the Component Outstanding Principal Balance of each such Component relative to the aggregate Component Outstanding Principal Balances for all of the Components until the Component Outstanding Principal Balance for each Component has been reduced to zero.

Prepayment/Repayment Conditions. (a) On the date on which a prepayment, voluntary or mandatory, is made under the Note or as required under this Agreement, which date must be a Business Day, Borrower shall pay to Lender: (i) all accrued and unpaid interest calculated (A) at the Interest Rate on the amount of principal being prepaid on the applicable Component or Components through (other than Component F, which Component F will be deemed not to have any accrued and including the Repayment Date together unpaid interest for purposes of this calculation), other than with an amount equal respect to the interest that would have accrued any Deferred Interest Amount prepaid, and (B) at the Deferrable Interest Rate on the amount of principal being Deferred Interest Amount prepaid through on the end of the Interest Period applicable Component, in which each such prepayment occurscase, notwithstanding that such Interest Period extends beyond the date of prepayment; (ii) if such prepayment is made during the period from and including the first day after a Monthly Payment Date through and including the last day of the Interest Period in which such prepayment occurs, all interest on the principal amount being prepaid on the applicable Component or Components which would have accrued from the first day of the Interest Period immediately following the Interest Period in which the prepayment occurs (the “Succeeding Interest Period”) through and including the end of the Succeeding Interest Period, calculated at (A) the Interest Rate if such prepayment occurs on or after the Interest Determination Date for the Succeeding Interest Period or (B) the Assumed Note Rate if such prepayment occurs before the Interest Determination Date for the Succeeding Interest Period (the “Interest Shortfall”)is made; (iiiii) Breakage Costsother than with respect to Component F or any Deferred Interest Amount, if any, without duplication of any sums paid pursuant to the preceding clauses (i) and (ii); (iv) the Spread Yield Maintenance Premium applicable thereto (if such prepayment occurs prior to the Spread Yield Maintenance DateDate or if such prepayment is a Low DSCR Cure Prepayment); provided that no Spread Yield Maintenance Premium shall be due (A) in connection with a prepayment under Section 2.4.3 (a) (except where such prepayment arises as a result of a Voluntary Action), (B) a release of an Optional Release Property as provided in Section 2.4.5(b) or (C) in connection with a prepayment under Section 2.4.3(c), or (D) in connection with any prepayment made in reduction of any Deferred Interest Amount; and (viii) all other sums, then due under the Note, this Agreement and the other Loan DocumentsDocuments (including, if applicable, any Yield Maintenance Premium) with respect to such prepayment. (b) If Notwithstanding the Interest Shortfall for foregoing Section 2.4.5(a), Borrower shall be permitted to prepay the Loan pursuant to Section 2.5 without the requirement to pay in connection therewith any Floating Rate Component was calculated based upon Yield Maintenance Premium prior to and until such time as the Assumed Note Rateaggregate Allocated Loan Amount of such Release Properties pursuant to Section 2.5 in the aggregate exceeds $29,413,500.00 (any Property so released, upon determination of LIBOR on the Interest Determination Date for the Succeeding Interest Period then an “Optional Release Property”); provided that (i) if the Interest Rate applicable to such Floating Rate Component for such Succeeding Interest Period no Event of Default has occurred and is less than the Assumed Note Rate applicable to such Floating Rate Component, Lender shall promptly refund to Borrower the amount continuing as of the Interest Shortfall paid with respect to such Floating Rate Component, calculated at a rate equal to the difference between the Assumed Note Rate applicable to such Floating Rate Component date of any prepayment and the Interest Rate applicable to such Floating Rate Component for such Interest Period, or (ii) if the Interest Rate applicable to such Floating Rate Component is greater than the Assumed Note Rate applicable to such Floating Rate Component, Borrower shall promptly (comply with all other terms and in no event later than the ninth (9th) day conditions of the following month) pay Lender the amount of such additional Interest Shortfall applicable to such Floating Rate Component calculated at a rate equal to the amount by which the Interest Rate applicable to such Floating Rate Component exceeds the Assumed Note Rate applicable to such Floating Rate ComponentSection 2.4. (c) Borrower shall pay all reasonable costs and expenses of Lender incurred in connection with the repayment or prepayment (including without limitation reasonable attorneys’ fees and expenses and costs and expenses related to the Transfer or substitution of any Property); provided, for the avoidance of doubt, this provision shall not apply with respect to Taxes. (d) Except during an Event of Default, prepayments shall be applied by Lender in the following order of priority: (i) first, to any amounts (other than principal, interest, Interest Shortfall, Breakage Costs and Spread Maintenance Premium) then due and payable under the Loan Documents, including any costs and expenses of Lender in connection with such prepayment; (ii) second, interest payable pursuant to Section 2.4.5 (a) (i) on the applicable Component or Components being prepaid pursuant to this clause (d) at the Interest Rate; (iii) third, Interest Shortfall on the applicable Component or Components being prepaid pursuant to this clause (d); (iv) fourth, Breakage Costs on the applicable Component or Components being prepaid pursuant to this clause (d); (v) fifth, Spread Maintenance Premium, to the extent applicable, on the applicable Floating Rate Component or Floating Rate Components being prepaid pursuant to this clause (d) and (vi) sixth, to principal, applied as set forth in clause (e) below. (e) Except during an Event of Default, prepayments of principal of the Loan made pursuant to this Section 2.4.5 shall be applied to the Loan (i) first, to Component A until the Component Outstanding Principal Balance of Component A is reduced to zero, (ii) second, to Component B until the Component Outstanding Principal Balance of Component B is reduced to zero, (iii) third, to Component C until the Component Outstanding Principal Balance of Component C is reduced to zero, (iv) fourth, to Component D until the Component Outstanding Principal Balance of Component D is reduced to zero, (v) fifth, to Component E until the Component Outstanding Principal Balance of Component E is reduced to zero, (vi) sixth, to Component F until the Component Outstanding Principal Balance of Component F is reduced to zero and (vii) seventh, to Component G until the Component Outstanding Principal Balance of Component G is reduced to zero; provided, that so long as no Default or Event of Default shall then exist or would result therefrom, any voluntary prepayments of principal on the Loan made from Unrestricted Cash pursuant to Section 2.4.2, other than Debt Yield Cure Prepayments, shall be applied to the Components of the Loan on a pro rata basis based on the Component Outstanding Principal Balance of each such Component relative to the aggregate Component Outstanding Principal Balances for all of the Components until the Component Outstanding Principal Balance for each Component has been reduced to zero.

Prepayment/Repayment Conditions. (a) On the date on which a prepayment, voluntary or mandatory, is made under the Note or as required under this Agreement, which date must be a Business Day, Borrower shall pay to Lender: (i) all accrued and unpaid interest calculated at the Interest Rate on the amount of principal being prepaid on the applicable Component or Components through and including the Repayment Date together with an amount equal to the interest that would have accrued at the Interest Rate on the amount of principal being prepaid through the end of the Interest Period calendar month in which such prepayment occurs, notwithstanding that such Interest Period calendar month extends beyond the date of prepayment; (ii) if such prepayment is made during the period from and including the first day after a Monthly Payment Date through and including the last day of the Interest Period in which such prepayment occurs, all interest on the principal amount being prepaid on the applicable Component or Components which would have accrued from the first day of the Interest Period immediately following the Interest Period in which the prepayment occurs (the “Succeeding Interest Period”) through and including the end of the Succeeding Interest Period, calculated at (A) the Interest Rate if such prepayment occurs on or after the Interest Determination Date for the Succeeding Interest Period or (B) the Assumed Note Rate if such prepayment occurs before the Interest Determination Date for the Succeeding Interest Period (the “Interest Shortfall”); (iii) Breakage Costs, if any, without duplication of any sums paid pursuant to the preceding clauses (i) and (ii); (iv) the Spread Maintenance Premium applicable thereto (if such prepayment occurs prior to the Spread Yield Maintenance Date), the Yield Maintenance Premium applicable thereto; provided provided, that no Spread Yield Maintenance Premium shall be due in connection with a prepayment under Section 2.4.3 (a2.4.2(a) (except where such prepayment arises as a result of a Voluntary Action) or Section 2.4.3(c2.4.2(c); and (viii) all other sums, then due under the Note, this Agreement and the other Loan Documents. (b) If the Interest Shortfall for any Floating Rate Component was calculated based upon the Assumed Note Rate, upon determination of LIBOR on the Interest Determination Date for the Succeeding Interest Period then (i) if the Interest Rate applicable to such Floating Rate Component for such Succeeding Interest Period is less than the Assumed Note Rate applicable to such Floating Rate Component, Lender shall promptly refund to Borrower the amount of the Interest Shortfall paid with respect to such Floating Rate Component, calculated at a rate equal to the difference between the Assumed Note Rate applicable to such Floating Rate Component and the Interest Rate applicable to such Floating Rate Component for such Interest Period, or (ii) if the Interest Rate applicable to such Floating Rate Component is greater than the Assumed Note Rate applicable to such Floating Rate Component, Borrower shall promptly (and in no event later than the ninth (9th) day of the following month) pay Lender the amount of such additional Interest Shortfall applicable to such Floating Rate Component calculated at a rate equal to the amount by which the Interest Rate applicable to such Floating Rate Component exceeds the Assumed Note Rate applicable to such Floating Rate Component. (c) Borrower shall pay all reasonable costs and expenses of Lender incurred in connection with the repayment or prepayment (including without limitation reasonable attorneys’ fees and expenses and costs and expenses related to the Transfer or substitution of any Property); provided, for the avoidance of doubt, this provision shall not apply with respect to Taxes. (dc) Except during an Event of Default, prepayments shall be applied by Lender in the following order of priority: (i) first, to any amounts (other than principal, interest, Interest Shortfall, Breakage Costs interest and Spread Yield Maintenance Premium) then due and payable under the Loan Documents, including any costs and expenses of Lender in connection with such prepayment; (ii) second, interest payable pursuant to Section 2.4.5 (a) (i2.4.4(a)(i) on the applicable Component or Components being prepaid pursuant to this clause (dc) at the Interest Rate; (iii) third, Interest Shortfall Yield Maintenance Premium, to the extent applicable, on the applicable Component or Components being prepaid pursuant to this clause (d); c) and (iv) fourth, Breakage Costs on the applicable Component or Components being prepaid pursuant to this clause (d); (v) fifth, Spread Maintenance Premium, to the extent applicable, on the applicable Floating Rate Component or Floating Rate Components being prepaid pursuant to this clause (d) and (vi) sixth, to principal, applied as set forth in clause (ed) below. (ed) Except during an Event of Default, prepayments of principal of the Loan made pursuant to this Section 2.4.5 2.4.4 shall be applied to the Loan (i) first, to Component A until the Component Outstanding Principal Balance of Component A is reduced to zero, (ii) second, to Component B until the Component Outstanding Principal Balance of Component B is reduced to zero, (iii) third, to Component C until the Component Outstanding Principal Balance of Component C is reduced to zero, (iv) fourth, to Component D until the Component Outstanding Principal Balance of Component D is reduced to zero, zero and (v) fifth, to Component E until the Component Outstanding Principal Balance of Component E is reduced to zero, (vi) sixth, to Component F until the Component Outstanding Principal Balance of Component F is reduced to zero and (vii) seventh, to Component G until the Component Outstanding Principal Balance of Component G is reduced to zero; provided, provided that so long as no Default or Event of Default shall then exist or would result therefromis continuing, any voluntary prepayments of principal on the Loan made from Unrestricted Cash pursuant to Section 2.4.2Cash, other than Debt Yield Low DSCR Cure Prepayments, shall be applied to the Components of the Loan on a pro rata basis based on the Component Outstanding Principal Balance outstanding principal balance of each such Component relative to the aggregate Component Outstanding Principal Balances for all of the Components until the Component Outstanding Principal Balance for each Component has been reduced to zeroComponent.

Prepayment/Repayment Conditions. (a) On the date on which a prepayment, voluntary or mandatory, is made under the Note or as required under this Agreement, which date must be a Business Day, Borrower shall pay to Lender: (i) all accrued and unpaid interest calculated at the Interest Rate on the amount of principal being prepaid on the applicable Component or Components through and including the Repayment Date together with an amount equal to the interest that would have accrued at the Interest Rate on the amount of principal being prepaid through the end of the Interest Period in which such prepayment occurs, notwithstanding that such Interest Period extends beyond the date of prepayment; (ii) if such prepayment is made during the period from and including the first day after a Monthly Payment Date through and including the last day of the Interest Period in which such prepayment occurs, all interest on the principal amount being prepaid on the applicable Component or Components which would have accrued from the first day of the Interest Period immediately following the Interest Period in which the prepayment occurs (the “Succeeding Interest Period”) through and including the end of the Succeeding Interest Period, calculated at (A) the Interest Rate if such prepayment occurs on or after the Interest Determination Date for the Succeeding Interest Period or (B) the Assumed Note Rate if such prepayment occurs before the Interest Determination Date for the Succeeding Interest Period (the “Interest Shortfall”); (iii) Breakage Costs, if any, without duplication of any sums paid pursuant to the preceding clauses (i) and (ii); (iv) the Spread Maintenance Premium applicable thereto (if such prepayment occurs prior to the Spread Maintenance Date); provided that no Spread Maintenance Premium shall be due in connection with a prepayment under Section 2.4.3 (a) (except where such prepayment arises as a result of a Voluntary Action) or Section 2.4.3(c); and (v) all other sums, then due under the Note, this Agreement and the other Loan Documents. (b) If the Interest Shortfall for any Floating Rate Component was calculated based upon the Assumed Note Rate, upon determination of LIBOR on the Interest Determination Date for the Succeeding Interest Period then (i) if the Interest Rate applicable to such Floating Rate any Component for such Succeeding Interest Period is less than the Assumed Note Rate applicable to such Floating Rate Component, Lender shall promptly refund to Borrower the amount of the Interest Shortfall paid with respect to such Floating Rate Component, calculated at a rate equal to the difference between the Assumed Note Rate applicable to such Floating Rate Component and the Interest Rate applicable to such Floating Rate Component for such Interest Period, or (ii) if the Interest Rate applicable to such Floating Rate any Component is greater than the Assumed Note Rate applicable to such Floating Rate Component, Borrower shall promptly (and in no event later than the ninth (9th) day of the following month) pay Lender the amount of such additional Interest Shortfall applicable to such Floating Rate Component calculated at a rate equal to the amount by which the Interest Rate applicable to such Floating Rate Component exceeds the Assumed Note Rate applicable to such Floating Rate Component. (c) Borrower shall pay all reasonable costs and expenses of Lender incurred in connection with the repayment or prepayment (including without limitation reasonable attorneys’ fees and expenses and costs and expenses related to the Transfer or substitution of any Property); provided, for the avoidance of doubt, this provision shall not apply with respect to Taxes. (d) Except during an Event of Default, prepayments shall be applied by Lender in the following order of priority: (i) first, to any amounts (other than principal, interest, Interest Shortfall, Breakage Costs and Spread Maintenance Premium) then due and payable under the Loan Documents, including any costs and expenses of Lender in connection with such prepayment; (ii) second, interest payable pursuant to Section 2.4.5 (a) (i) on the applicable Component or Components being prepaid pursuant to this clause (d) at the Interest Rate; (iii) third, Interest Shortfall on the applicable Component or Components being prepaid pursuant to this clause (d); (iv) fourth, Breakage Costs on the applicable Component or Components being prepaid pursuant to this clause (d); (v) fifth, Spread Maintenance Premium, to the extent applicable, on the applicable Floating Rate Component or Floating Rate Components being prepaid pursuant to this clause (d) and (vi) sixth, to principal, applied as set forth in clause (e) below. (e) Except during an Event of Default, prepayments of principal of the Loan made pursuant to this Section 2.4.5 shall be applied to the Loan (i) first, to Component A until the Component Outstanding Principal Balance outstanding principal balance of Component A is reduced to zero, (ii) second, to Component B until the Component Outstanding Principal Balance outstanding principal balance of Component B is reduced to zero, (iii) third, to Component C until the Component Outstanding Principal Balance outstanding principal balance of Component C is reduced to zero, (iv) fourth, to Component D until the Component Outstanding Principal Balance outstanding principal balance of Component D is reduced to zero, (v) fifth, to Component E until the Component Outstanding Principal Balance outstanding principal balance of Component E is reduced to zero, zero and (vi) sixth, to Component F until the Component Outstanding Principal Balance outstanding principal balance of Component F is reduced to zero and (vii) seventh, to Component G until the Component Outstanding Principal Balance of Component G is reduced to zero; provided, that so long as no Default or Event of Default shall then exist or would result therefrom, any voluntary prepayments of principal on the Loan made from Unrestricted Cash pursuant to Section 2.4.2, other than Debt Yield Cure Prepayments, shall be applied to the Components of the Loan on a pro rata basis based on the Component Outstanding Principal Balance of each such Component relative to the aggregate Component Outstanding Principal Balances for all of the Components until the Component Outstanding Principal Balance for each Component has been reduced to zero.

Prepayment/Repayment Conditions. (a) On the date on which a prepayment, voluntary or mandatory, is made under the Note or as required under this Agreement, which date must be a Business Day, Borrower shall pay to Lender: (i) all accrued and unpaid interest calculated at the Interest Rate on the amount of principal being prepaid on the applicable Component or Components through and including the Repayment Date together with an amount equal to with, if the Repayment Date is not a Monthly Payment Date, all interest that would have accrued at the Interest Rate on the amount of principal being prepaid accruing through the end of the Interest Period in which such prepayment Repayment Date occurs, notwithstanding that such Interest Period extends beyond the date of prepayment; (ii) if such prepayment is made during the period from and including the first day after a Monthly Payment Date through and including the last day of the Interest Period in which such prepayment occurs, all interest on the principal amount being prepaid on the applicable Component or Components which would have accrued from the first day of the Interest Period immediately following the Interest Period in which the prepayment occurs (the “Succeeding Interest Period”) through and including the end of the Succeeding Interest Period, calculated at (A) the Interest Rate if such prepayment occurs on or after the Interest Determination Date for the Succeeding Interest Period or (B) the Assumed Note Rate if such prepayment occurs before the Interest Determination Date for the Succeeding Interest Period (the “Interest Shortfall”); (iii) Breakage Costs, if any, without duplication of any sums paid pursuant to the preceding clauses (i) and (ii); (iv) the Spread Yield Maintenance Premium applicable thereto (if such prepayment occurs prior to the Spread Yield Maintenance End Date, including recoveries or prepayments following an Event of Default); provided that no Spread Yield Maintenance Premium shall be due in connection with a prepayment under Section 2.4.3 (a) (except where such in connection with a prepayment prior to the Yield Maintenance End Date that arises as a result of a Voluntary Action) or Section 2.4.3(c); and (viii) all other sums, then due under the Note, this Agreement and the other Loan Documents. (b) If the Interest Shortfall for any Floating Rate Component was calculated based upon the Assumed Note Rate, upon determination of LIBOR on the Interest Determination Date for the Succeeding Interest Period then (i) if the Interest Rate applicable to such Floating Rate Component for such Succeeding Interest Period is less than the Assumed Note Rate applicable to such Floating Rate Component, Lender shall promptly refund to Borrower the amount of the Interest Shortfall paid with respect to such Floating Rate Component, calculated at a rate equal to the difference between the Assumed Note Rate applicable to such Floating Rate Component and the Interest Rate applicable to such Floating Rate Component for such Interest Period, or (ii) if the Interest Rate applicable to such Floating Rate Component is greater than the Assumed Note Rate applicable to such Floating Rate Component, Borrower shall promptly (and in no event later than the ninth (9th) day of the following month) pay Lender the amount of such additional Interest Shortfall applicable to such Floating Rate Component calculated at a rate equal to the amount by which the Interest Rate applicable to such Floating Rate Component exceeds the Assumed Note Rate applicable to such Floating Rate Component[Reserved]. (c) Borrower shall pay all reasonable costs and expenses of Lender incurred in connection with the repayment or prepayment (including without limitation reasonable attorneys’ fees and expenses and costs and expenses related to the Transfer or substitution Substitution of any Property); provided, for the avoidance of doubt, this provision shall not apply with respect to Taxes. (d) Except during an Event of Default, prepayments shall be applied by Lender in the following order of priority: (i) first, to any amounts (other than principal, interest, Interest Shortfall, Breakage Costs and Spread Yield Maintenance Premium) then due and payable under the Loan Documents, including any costs and expenses of Lender in connection with such prepayment; (ii) second, interest payable pursuant to Section 2.4.5 (a) (i) on the applicable Component or Components being prepaid pursuant to this clause (d) at the Interest Rate; (iii) third, Interest Shortfall Yield Maintenance Premium, to the extent applicable, on the applicable Component or Components being prepaid pursuant to this clause (d); ) and (iv) fourth, Breakage Costs on the applicable Component or Components being prepaid pursuant to this clause (d); (v) fifth, Spread Maintenance Premium, to the extent applicable, on the applicable Floating Rate Component or Floating Rate Components being prepaid pursuant to this clause (d) and (vi) sixth, to principal, applied as set forth in clause (e) below. (e) Except during an Event of Default, Any prepayments of principal of the Loan made pursuant to this Section 2.4.5 shall be applied to the Loan (i) first, to Component A until the Component Outstanding Principal Balance of Component A is reduced to zero, zero and (ii) second, to Component B until the Component Outstanding Principal Balance of Component B is reduced to zero, (iii) third, to Component C until the Component Outstanding Principal Balance of Component C is reduced to zero, (iv) fourth, to Component D until the Component Outstanding Principal Balance of Component D is reduced to zero, (v) fifth, to Component E until the Component Outstanding Principal Balance of Component E is reduced to zero, (vi) sixth, to Component F until the Component Outstanding Principal Balance of Component F is reduced to zero and (vii) seventh, to Component G until the Component Outstanding Principal Balance of Component G is reduced to zero; provided, that so long as no Default or Event of Default shall then exist or would result therefrom, any voluntary prepayments of principal on the Loan made from Unrestricted Cash pursuant to Section 2.4.2, other than Debt Yield Cure Prepayments, shall be applied to the Components of the Loan on a pro rata basis based on the Component Outstanding Principal Balance of each such Component relative to the aggregate Component Outstanding Principal Balances for all of the Components until the Component Outstanding Principal Balance for each Component has been reduced to zero.

Prepayment/Repayment Conditions. (a) On the date on which a prepayment, voluntary or mandatory, is made under the Note or as required under this Agreement, which date must be a Business Day, Borrower shall pay to Lender: (i) all accrued and unpaid interest calculated at the Interest Rate on the amount of principal being prepaid on the applicable Component or Components through and including the Repayment Date together with an amount equal to the interest that would have accrued at the Interest Rate on the amount of principal being prepaid through the end of the Interest Period in which such prepayment occurs, notwithstanding that such Interest Period extends beyond the date of prepayment; (ii) if such prepayment is made during the period from and including the first day after a Monthly Payment Date through and including the last day of the Interest Period in which such prepayment occurs, all interest on the principal amount being prepaid on the applicable Component or Components which would have accrued from the first day of the Interest Period immediately following the Interest Period in which the prepayment occurs (the “Succeeding Interest Period”) through and including the end of the Succeeding Interest Period, calculated at (A) the Interest Rate if such prepayment occurs on or after the Interest Determination Date for the Succeeding Interest Period or (B) the Assumed Note Rate if such prepayment occurs before the Interest Determination Date for the Succeeding Interest Period (the “Interest Shortfall”); (iii) Breakage Costs, if any, without duplication of any sums paid pursuant to the preceding clauses (i) and (ii); (iv) the Spread Maintenance Premium applicable thereto (if such prepayment occurs prior to the Spread Maintenance Date), the Spread Maintenance Premium applicable thereto; provided provided, that no Spread Maintenance Premium shall be due in connection with a prepayment under Section 2.4.3 (a2.4.2(a) (except where such prepayment arises as a result of a Voluntary Action) or Section 2.4.3(c2.4.2(c); and (v) all other sums, then due under the Note, this Agreement and the other Loan Documents. (b) If the Interest Shortfall for any Floating Rate Component was calculated based upon the Assumed Note Rate, upon determination of LIBOR on the Interest Determination Date for the Succeeding Interest Period then (i) if the Interest Rate applicable to such Floating Rate any Component for such Succeeding Interest Period is less than the Assumed Note Rate applicable to such Floating Rate Component, Lender shall promptly refund to Borrower the amount of the Interest Shortfall paid with respect to such Floating Rate Component, calculated at a rate equal to the difference between the Assumed Note Rate applicable to such Floating Rate Component and the Interest Rate applicable to such Floating Rate Component for such Interest Period, or (ii) if the Interest Rate applicable to such Floating Rate any Component is greater than the Assumed Note Rate applicable to such Floating Rate Component, Borrower shall promptly (and in no event later than the ninth (9th) day of the following month) pay Lender the amount of such additional Interest Shortfall applicable to such Floating Rate Component calculated at a rate equal to the amount by which the Interest Rate applicable to such Floating Rate Component exceeds the Assumed Note Rate applicable to such Floating Rate Component. (c) Borrower shall pay all reasonable costs and expenses of Lender incurred in connection with the repayment or prepayment (including without limitation reasonable attorneys’ fees and expenses and costs and expenses related to the Transfer or substitution of any Property); provided, for the avoidance of doubt, this provision shall not apply with respect to Taxes. (d) Except during an Event of Default, prepayments shall be applied by Lender in the following order of priority: (i) first, to any amounts (other than principal, interest, Interest Shortfall, Breakage Costs and Spread Maintenance Premium) then due and payable under the Loan Documents, including any costs and expenses of Lender in connection with such prepayment; (ii) second, interest payable pursuant to Section 2.4.5 (a) (i2.4.4(a)(i) on the applicable Component or Components being prepaid pursuant to this clause (d) at the Interest Rate; (iii) third, Interest Shortfall on the applicable Component or Components being prepaid pursuant to this clause (d); (iv) fourth, Breakage Costs on the applicable Component or Components being prepaid pursuant to this clause (d); (v) fifth, Spread Maintenance Premium, to the extent applicable, on the applicable Floating Rate Component or Floating Rate Components being prepaid pursuant to this clause (d) and (vi) sixth, to principal, applied as set forth in clause (e) below. (e) Except during an Event of Default, prepayments of principal of the Loan made pursuant to this Section 2.4.5 2.4.4 shall be applied to the Loan (i) first, to Component A until the Component Outstanding Principal Balance outstanding principal balance of Component A is reduced to zero, (ii) second, to Component B until the Component Outstanding Principal Balance outstanding principal balance of Component B is reduced to zero, (iii) third, to Component C until the Component Outstanding Principal Balance outstanding principal balance of Component C is reduced to zero, (iv) fourth, to Component D until the Component Outstanding Principal Balance outstanding principal balance of Component D is reduced to zero, (v) fifth, to Component E until the Component Outstanding Principal Balance outstanding principal balance of Component E is reduced to zero, zero and (vi) sixth, to Component F until the Component Outstanding Principal Balance outstanding principal balance of Component F is reduced to zero and (vii) seventh, to Component G until the Component Outstanding Principal Balance of Component G is reduced to zero; provided, that so long as no Default or Event of Default shall then exist or would result therefrom, any voluntary prepayments of principal on the Loan made from Unrestricted Cash pursuant to Section 2.4.2, other than Debt Yield Cure Prepayments, shall be applied to the Components of the Loan on a pro rata basis based on the Component Outstanding Principal Balance of each such Component relative to the aggregate Component Outstanding Principal Balances for all of the Components until the Component Outstanding Principal Balance for each Component has been reduced to zero.

Prepayment/Repayment Conditions. (a) On the date on which a prepayment, voluntary or mandatory, is made under the Note or as required under this Agreement, which date must be a Business Day, Borrower shall pay to Lender: (i) all accrued and unpaid interest calculated at the Interest Rate on the amount of principal being prepaid on the applicable Component or Components through and including the Repayment Date together with an amount equal to the interest that would have accrued at the Interest Rate on the amount of principal being prepaid through the end of the Interest Period calendar month in which such prepayment occurs, notwithstanding that such Interest Period calendar month extends beyond the date of prepayment; (ii) if such prepayment is made during the period from and including the first day after a Monthly Payment Date through and including the last day of the Interest Period in which such prepayment occurs, all interest on the principal amount being prepaid on the applicable Component or Components which would have accrued from the first day of the Interest Period immediately following the Interest Period in which the prepayment occurs (the “Succeeding Interest Period”) through and including the end of the Succeeding Interest Period, calculated at (A) the Interest Rate if such prepayment occurs on or after the Interest Determination Date for the Succeeding Interest Period or (B) the Assumed Note Rate if such prepayment occurs before the Interest Determination Date for the Succeeding Interest Period (the “Interest Shortfall”); (iii) Breakage Costs, if any, without duplication of any sums paid pursuant to the preceding clauses (i) and (ii); (iv) the Spread Maintenance Premium applicable thereto (if such prepayment occurs prior to the Spread Yield Maintenance Date), the Yield Maintenance Premium applicable thereto; provided provided, that no Spread Yield Maintenance Premium shall be due in connection with a prepayment under Section 2.4.3 (a2.4.2(a) (except where such prepayment arises as a result of a Voluntary Action) or Section 2.4.3(c)2.4.2(c) or on any prepayment of Component F; and (viii) all other sums, then due under the Note, this Agreement and the other Loan Documents. (b) If the Interest Shortfall for any Floating Rate Component was calculated based upon the Assumed Note Rate, upon determination of LIBOR on the Interest Determination Date for the Succeeding Interest Period then (i) if the Interest Rate applicable to such Floating Rate Component for such Succeeding Interest Period is less than the Assumed Note Rate applicable to such Floating Rate Component, Lender shall promptly refund to Borrower the amount of the Interest Shortfall paid with respect to such Floating Rate Component, calculated at a rate equal to the difference between the Assumed Note Rate applicable to such Floating Rate Component and the Interest Rate applicable to such Floating Rate Component for such Interest Period, or (ii) if the Interest Rate applicable to such Floating Rate Component is greater than the Assumed Note Rate applicable to such Floating Rate Component, Borrower shall promptly (and in no event later than the ninth (9th) day of the following month) pay Lender the amount of such additional Interest Shortfall applicable to such Floating Rate Component calculated at a rate equal to the amount by which the Interest Rate applicable to such Floating Rate Component exceeds the Assumed Note Rate applicable to such Floating Rate Component. (c) Borrower shall pay all reasonable costs and expenses of Lender incurred in connection with the repayment or prepayment (including without limitation reasonable attorneys’ fees and expenses and costs and expenses related to the Transfer or substitution of any Property); provided, for the avoidance of doubt, this provision shall not apply with respect to Taxes. (dc) Except during an Event of Default, prepayments shall be applied by Lender in the following order of priority: (i) first, to any amounts (other than principal, interest, Interest Shortfall, Breakage Costs interest and Spread Yield Maintenance Premium) then due and payable under the Loan Documents, including any costs and expenses of Lender in connection with such prepayment; (ii) second, interest payable pursuant to Section 2.4.5 (a) (i2.4.4(a)(i) on the applicable Component or Components being prepaid pursuant to this clause (dc) at the Interest Rate; (iii) third, Interest Shortfall Yield Maintenance Premium, to the extent applicable, on the applicable Component or Components being prepaid pursuant to this clause (d); c) and (iv) fourth, Breakage Costs on the applicable Component or Components being prepaid pursuant to this clause (d); (v) fifth, Spread Maintenance Premium, to the extent applicable, on the applicable Floating Rate Component or Floating Rate Components being prepaid pursuant to this clause (d) and (vi) sixth, to principal, applied as set forth in clause (ed) below. (ed) Except during an Event of Default, prepayments of principal of the Loan made pursuant to this Section 2.4.5 2.4.4 shall be applied to the Loan (i) first, to Component A until the Component Outstanding Principal Balance outstanding principal balance of Component A is reduced to zero, (ii) second, to Component B until the Component Outstanding Principal Balance outstanding principal balance of Component B is reduced to zero, (iii) third, to Component C until the Component Outstanding Principal Balance outstanding principal balance of Component C is reduced to zero, (iv) fourth, to Component D until the Component Outstanding Principal Balance outstanding principal balance of Component D is reduced to zero, (v) fifth, to Component E until the Component Outstanding Principal Balance outstanding principal balance of Component E is reduced to zero, zero and (vi) sixth, to Component F until the Component Outstanding Principal Balance outstanding principal balance of Component F is reduced to zero and (vii) seventh, to Component G until the Component Outstanding Principal Balance of Component G is reduced to zero; provided, provided that so long as no Default or Event of Default shall then exist or would result therefromis continuing, any voluntary prepayments of principal on the Loan made from Unrestricted Cash pursuant to Section 2.4.2Cash, other than Debt Yield Low DSCR Cure Prepayments, shall be applied to the Components of the Loan on a pro rata basis based on the Component Outstanding Principal Balance outstanding principal balance of each such Component relative to the aggregate Component Outstanding Principal Balances for all of the Components until the Component Outstanding Principal Balance for each Component has been reduced to zeroComponent.

Prepayment/Repayment Conditions. (a) On the date on which a prepayment, voluntary or mandatory, is made under the Note or as required under this Agreement, which date must be a Business Day, Borrower shall pay to Lender: (i) all accrued and unpaid interest calculated at the Interest Rate on the amount of principal being prepaid on the applicable Component or Components through and including the Repayment Date together with an amount equal to the interest that would have accrued at the Interest Rate on the amount of principal being prepaid through the end of the Interest Period in which such prepayment occurs, notwithstanding that such Interest Period extends beyond the date of prepayment; (ii) if such prepayment is made during the period from and including the first day after a Monthly Payment Date through and including the last day of the Interest Period in which such prepayment occurs, all interest on the principal amount being prepaid on the applicable Component or Components which would have accrued from the first day of the Interest Period immediately following the Interest Period in which the prepayment occurs (the “Succeeding Interest Period”) through and including the end of the Succeeding Interest Period, calculated at (A) the Interest Rate if such prepayment occurs on or after the Interest Determination Date for the Succeeding Interest Period or (B) the Assumed Note Rate if such prepayment occurs before the Interest Determination Date for the Succeeding Interest Period (the “Interest Shortfall”); (iii) Breakage Costs, if any, without duplication of any sums paid pursuant to the preceding clauses (i) and (ii); (iv) the Spread Maintenance Premium applicable thereto (if such prepayment occurs prior to the Spread Maintenance Date); provided that no Spread Maintenance Premium shall be due in connection with a prepayment under Section 2.4.3 (a) (except where such prepayment arises as a result of a Voluntary Action) or Section 2.4.3(c); and (v) all other sums, then due under the Note, this Agreement and the other Loan Documents. (b) If the Interest Shortfall for any Floating Rate Component was calculated based upon the Assumed Note Rate, upon determination of LIBOR on the Interest Determination Date for the Succeeding Interest Period then (i) if the Interest Rate applicable to such Floating Rate Component for such Succeeding Interest Period is less than the Assumed Note Rate applicable to such Floating Rate Component, Lender shall promptly refund to Borrower the amount of the Interest Shortfall paid with respect to such Floating Rate Component, calculated at a rate equal to the difference between the Assumed Note Rate applicable to such Floating Rate Component and the Interest Rate applicable to such Floating Rate Component for such Interest Period, or (ii) if the Interest Rate applicable to such Floating Rate Component is greater than the Assumed Note Rate applicable to such Floating Rate Component, Borrower shall promptly (and in no event later than the ninth (9th) day of the following month) pay Lender the amount of such additional Interest Shortfall applicable to such Floating Rate Component calculated at a rate equal to the amount by which the Interest Rate applicable to such Floating Rate Component exceeds the Assumed Note Rate applicable to such Floating Rate Component. (c) Borrower shall pay all reasonable costs and expenses of Lender incurred in connection with the repayment or prepayment (including without limitation reasonable attorneys’ fees and expenses and costs and expenses related to the Transfer or substitution of any Property); provided, for the avoidance of doubt, this provision shall not apply with respect to Taxes. (d) Except during an Event of Default, prepayments shall be applied by Lender in the following order of priority: (i) first, to any amounts (other than principal, interest, Interest Shortfall, Breakage Costs and Spread Maintenance Premium) then due and payable under the Loan Documents, including any costs and expenses of Lender in connection with such prepayment; (ii) second, interest payable pursuant to Section 2.4.5 (a) (i) on the applicable Component or Components being prepaid pursuant to this clause (d) at the Interest Rate; (iii) third, Interest Shortfall on the applicable Component or Components being prepaid pursuant to this clause (d); (iv) fourth, Breakage Costs on the applicable Component or Components being prepaid pursuant to this clause (d); (v) fifth, Spread Maintenance Premium, to the extent applicable, on the applicable Floating Rate Component or Floating Rate Components being prepaid pursuant to this clause (d) and (vi) sixth, to principal, applied as set forth in clause (e) below. (e) Except during an Event of Default, prepayments of principal of the Loan made pursuant to this Section 2.4.5 shall be applied to the Loan (i) first, to Component A until the Component Outstanding Principal Balance of Component A is reduced to zero, (ii) second, to Component B until the Component Outstanding Principal Balance of Component B is reduced to zero, (iii) third, to Component C until the Component Outstanding Principal Balance of Component C is reduced to zero, (iv) fourth, to Component D until the Component Outstanding Principal Balance of Component D is reduced to zero, (v) fifth, to Component E until the Component Outstanding Principal Balance of Component E is reduced to zero, (vi) sixth, to Component F until the Component Outstanding Principal Balance of Component F is reduced to zero and (vii) seventh, to Component G until the Component Outstanding Principal Balance of Component G is reduced to zero; provided, that so long as no Default or Event of Default shall then exist or would result therefrom, any voluntary prepayments of principal on the Loan made from Unrestricted Cash pursuant to Section 2.4.2, other than Debt Yield Cure Prepayments, shall be applied to the Components of the Loan on a pro rata basis based on the Component Outstanding Principal Balance of each such Component relative to the aggregate Component Outstanding Principal Balances for all of the Components until the Component Outstanding Principal Balance for each Component has been reduced to zero.

Prepayment/Repayment Conditions. (a) On the date on which a prepayment, voluntary or mandatory, is made under the Note or as required under this Agreement, which date must be a Business Day, Borrower shall pay to Lender: (i) all accrued and unpaid interest calculated at the Interest Rate on the amount of principal being prepaid on the applicable Component or Components through and including the Repayment Date Date, together with an amount equal to the interest that would have accrued at the Interest Rate on the amount of principal being prepaid through the end of the Interest Period in which such prepayment occurs, notwithstanding that such Interest Period extends beyond the date of prepayment; (ii) if such prepayment is made during the period from and including the first day after a Monthly Payment Date through and including the last day of the Interest Period in which such prepayment occurs, all interest on the principal amount being prepaid on the applicable Component or Components which would have accrued from the first day of the Interest Period immediately following the Interest Period in which the prepayment occurs (the “Succeeding Interest Period”) through and including the end of the Succeeding Interest Period, calculated at (A) the Interest Rate if such prepayment occurs on or after the Interest Determination Date for the Succeeding Interest Period or (B) the Assumed Note Rate if such prepayment occurs before the Interest Determination Date for the Succeeding Interest Period (the “Interest Shortfall”); (iii) Breakage Coststhe Spread Maintenance Premium, if any, without duplication of any sums paid pursuant to the preceding clauses (i) and (ii); (iv) the Spread Maintenance Premium applicable thereto (only if such prepayment occurs prior to the Second Spread Maintenance Date); provided provided, that so long as no Event of Default is continuing (other than an Event of Default that arises solely as a direct result of the Casualty or Condemnation in respect of which such Net Proceeds have been paid), no Spread Maintenance Premium shall be due in connection with a prepayment under made pursuant to Section 2.4.3 (a) (except where such prepayment arises as a result of a Voluntary Action) or Section 2.4.3(c2.4.4(a); and (viv) all other sums, then due under the Note, this Agreement Agreement, the Pledge Agreement, and the other Loan Documents. (b) If the Interest Shortfall for any Floating Rate Component was calculated based upon the Assumed Note Rate, upon determination of LIBOR on the Interest Determination Date for the Succeeding Interest Period then (i) if the Interest Rate applicable to such Floating Rate Component for such Succeeding Interest Period is less than the Assumed Note Rate applicable to such Floating Rate ComponentRate, Lender shall promptly refund to Borrower the amount of the Interest Shortfall paid with respect to such Floating Rate Componentpaid, calculated at a rate equal to the difference between the Assumed Note Rate applicable to such Floating Rate Component and the Interest Rate applicable to such Floating Rate Component for such Interest Period, or (ii) if the Interest Rate applicable to such Floating Rate Component is greater than the Assumed Note Rate applicable to such Floating Rate ComponentRate, Borrower shall promptly (and in no event later than the ninth first (9th1st) day of the following month) pay Lender the amount of such additional Interest Shortfall applicable to such Floating Rate Component calculated at a rate equal to the amount by which the Interest Rate applicable to such Floating Rate Component exceeds the Assumed Note Rate applicable to such Floating Rate ComponentRate. (c) Borrower shall pay all reasonable costs and expenses of Lender incurred in connection with the repayment or prepayment (including without limitation limitation, any costs and expenses associated with a release of the Lien of the Security Documents as set forth in Section 2.5 below and reasonable attorneys’ fees and expenses and costs and expenses related expenses), provided, however that, notwithstanding anything to the Transfer or substitution of any Property); provided, for the avoidance of doubt, this provision shall not apply with respect to Taxes. (d) Except during an Event of Default, prepayments shall be applied by Lender contrary set forth in the following order of priority: (i) first, to any amounts (other than principal, interest, Interest Shortfall, Breakage Costs and Spread Maintenance Premium) then due and payable under the Loan Documents, including any no LIBOR breakage costs and expenses of Lender will be payable in connection with such prepayment; any prepayment (iivoluntary or mandatory) second, interest payable pursuant to Section 2.4.5 (a) (i) on the applicable Component or Components being prepaid pursuant to this clause (d) at the Interest Rate; (iii) third, Interest Shortfall on the applicable Component or Components being prepaid pursuant to this clause (d); (iv) fourth, Breakage Costs on the applicable Component or Components being prepaid pursuant to this clause (d); (v) fifth, Spread Maintenance Premium, to the extent applicable, on the applicable Floating Rate Component or Floating Rate Components being prepaid pursuant to this clause (d) and (vi) sixth, to principal, applied as set forth in clause (e) below. (e) Except during an Event of Default, prepayments of principal of the Loan made pursuant to this Section 2.4.5 shall be applied to the Loan (i) first, to Component A until the Component Outstanding Principal Balance of Component A is reduced to zero, (ii) second, to Component B until the Component Outstanding Principal Balance of Component B is reduced to zero, (iii) third, to Component C until the Component Outstanding Principal Balance of Component C is reduced to zero, (iv) fourth, to Component D until the Component Outstanding Principal Balance of Component D is reduced to zero, (v) fifth, to Component E until the Component Outstanding Principal Balance of Component E is reduced to zero, (vi) sixth, to Component F until the Component Outstanding Principal Balance of Component F is reduced to zero and (vii) seventh, to Component G until the Component Outstanding Principal Balance of Component G is reduced to zero; provided, that so long as no Default or Event of Default shall then exist or would result therefrom, any voluntary prepayments of principal on the Loan made from Unrestricted Cash pursuant to Section 2.4.2, other than Debt Yield Cure Prepayments, shall be applied to the Components of the Loan on a pro rata basis based on the Component Outstanding Principal Balance of each such Component relative to the aggregate Component Outstanding Principal Balances for all of the Components until the Component Outstanding Principal Balance for each Component has been reduced to zeroLoan.

Prepayment/Repayment Conditions. (a) On the date on which a prepayment, voluntary or mandatory, is made under the Note or as required under this Agreement, which date must be a Business Day, Borrower shall pay to LenderAgent: (i) all accrued and unpaid interest calculated at the Interest Rate on the amount of principal being prepaid on the applicable Component or Components through and including the Repayment Date together with an amount equal to the interest that would have accrued at the Interest Rate on the amount of principal being prepaid through the end of the Interest Period in which such prepayment occurs, notwithstanding that such Interest Period extends beyond the date of prepayment; (ii) if such prepayment is made during the period from and including the first day after a Monthly Payment Date through and including the last day of the Interest Period in which such prepayment Monthly Payment Date occurs, all interest on the principal amount being prepaid on the applicable Component or Components which would have accrued from the first day of the Interest Period immediately following the Interest Period in which the prepayment occurs (the “Succeeding Interest Period”) through and including the end of the Succeeding Interest Period, calculated at (A) the Interest Rate if such prepayment occurs on or after the Interest Determination Date for the Succeeding Interest Period or (B) the Assumed Note Rate if such prepayment occurs before the Interest Determination Date for the Succeeding Interest Period (the “Interest Shortfall”); (iii) Breakage Costs, if any, without duplication of any sums paid pursuant to the preceding clauses (i) and (ii); (iv) the Spread Maintenance Premium applicable thereto (if such prepayment occurs on or prior to the Spread Maintenance Date); provided that no Spread Maintenance Premium shall be due in connection with a prepayment under Section 2.4.3 (a) (except where such prepayment arises as a result of a Voluntary Action) or Section 2.4.3(c); and (v) all other sums, then due under the Note, this Agreement Agreement, the Mortgage, and the other Loan Documents. (b) If the Interest Shortfall for any Floating Rate Component was calculated based upon the Assumed Note Rate, upon determination of LIBOR on the Interest Determination Date for the Succeeding Interest Period then Period, (i) if the Interest Rate applicable to such Floating Rate Component for such Succeeding Interest Period is less than the Assumed Note Rate applicable to such Floating Rate ComponentRate, Lender Agent shall promptly refund to Borrower the amount of the Interest Shortfall paid with respect to such Floating Rate Componentpaid, calculated at a rate equal to the difference between the Assumed Note Rate applicable to such Floating Rate Component and the Interest Rate applicable to such Floating Rate Component for such Interest Period, or (ii) if the Interest Rate applicable to such Floating Rate Component is greater than the Assumed Note Rate applicable to such Floating Rate ComponentRate, Borrower shall promptly (and in no event later than the ninth (9th) day of the following month) pay Lender Agent the amount of such additional Interest Shortfall applicable to such Floating Rate Component calculated at a rate equal to the amount by which the Interest Rate applicable to such Floating Rate Component exceeds the Assumed Note Rate applicable to such Floating Rate ComponentRate. (c) Without duplication of any amounts paid by Borrower pursuant to the foregoing clause (a), Borrower shall pay all reasonable costs and expenses of Lender Agent and Lenders incurred in connection with the repayment or prepayment (including without limitation limitation, any costs and expenses associated with a release of the Lien of the Mortgage as set forth in Section 2.5 below and reasonable attorneys’ fees and expenses and costs and expenses related to the Transfer or substitution of any Propertyexpenses); provided, for the avoidance of doubt, this provision shall not apply with respect to Taxes. (d) Except during an Event of Default, prepayments shall be applied by Lender in the following order of priority: (i) first, to any amounts (other than principal, interest, Interest Shortfall, Breakage Costs and Spread Maintenance Premium) then due and payable under the Loan Documents, including any costs and expenses of Lender in connection with such prepayment; (ii) second, interest payable pursuant to Section 2.4.5 (a) (i) on the applicable Component or Components being prepaid pursuant to this clause (d) at the Interest Rate; (iii) third, Interest Shortfall on the applicable Component or Components being prepaid pursuant to this clause (d); (iv) fourth, Breakage Costs on the applicable Component or Components being prepaid pursuant to this clause (d); (v) fifth, Spread Maintenance Premium, to the extent applicable, on the applicable Floating Rate Component or Floating Rate Components being prepaid pursuant to this clause (d) and (vi) sixth, to principal, applied as set forth in clause (e) below. (e) Except during an Event of Default, prepayments of principal of the Loan made pursuant to this Section 2.4.5 shall be applied to the Loan (i) first, to Component A until the Component Outstanding Principal Balance of Component A is reduced to zero, (ii) second, to Component B until the Component Outstanding Principal Balance of Component B is reduced to zero, (iii) third, to Component C until the Component Outstanding Principal Balance of Component C is reduced to zero, (iv) fourth, to Component D until the Component Outstanding Principal Balance of Component D is reduced to zero, (v) fifth, to Component E until the Component Outstanding Principal Balance of Component E is reduced to zero, (vi) sixth, to Component F until the Component Outstanding Principal Balance of Component F is reduced to zero and (vii) seventh, to Component G until the Component Outstanding Principal Balance of Component G is reduced to zero; provided, that so long as no Default or Event of Default shall then exist or would result therefrom, any voluntary prepayments of principal on the Loan made from Unrestricted Cash pursuant to Section 2.4.2, other than Debt Yield Cure Prepayments, shall be applied to the Components of the Loan on a pro rata basis based on the Component Outstanding Principal Balance of each such Component relative to the aggregate Component Outstanding Principal Balances for all of the Components until the Component Outstanding Principal Balance for each Component has been reduced to zero.

Prepayment/Repayment Conditions. (a) On the date on which a prepayment, voluntary or mandatory, is made under the Note or as required under this Agreement, which date must be a Business Day, Borrower shall pay to Lender: (i) all accrued and unpaid interest calculated at the Applicable Interest Rate on the amount of principal being prepaid on the applicable Component or Components through and including the Repayment Date Date, together with an amount equal to the interest that would have accrued at the Applicable Interest Rate on the amount of principal being prepaid through the end of the Interest Period calendar month in which such prepayment occurs, notwithstanding that such Interest Period calendar month extends beyond the date of prepayment; provided, that notwithstanding the foregoing, ARD Spread Interest accruing from and after the Anticipated Repayment Date and interest accrued thereon shall not be due and payable in connection with any prepayment, but rather shall accrue and be payable as provided in Section 2.3.1(b) and Section 2.3.3; (ii) if such prepayment is made during the period from and including the first day after a Monthly Payment Date through and including the last day of the Interest Period in which such prepayment occurs, all interest on the principal amount being prepaid on the applicable Component or Components which would have accrued from the first day of the Interest Period immediately following the Interest Period in which the prepayment occurs (the “Succeeding Interest Period”) through and including the end of the Succeeding Interest Period, calculated at (A) the Interest Rate if such prepayment occurs on or after the Interest Determination Date for the Succeeding Interest Period or (B) the Assumed Note Rate if such prepayment occurs before the Interest Determination Date for the Succeeding Interest Period (the “Interest Shortfall”); (iii) Breakage Costs, if any, without duplication of any sums paid pursuant to the preceding clauses (i) and (ii); (iv) the Spread Maintenance Premium applicable thereto (if such prepayment occurs prior to the Spread Yield Maintenance Date), the Yield Maintenance Premium applicable thereto; provided provided, that no Spread Yield Maintenance Premium shall be due in connection with a prepayment under Section 2.4.3 (a2.4.2(a) (except where such prepayment arises as a result of a Voluntary Action) or Section 2.4.3(c2.4.2(c); and (viii) all other sums, then due under the Note, this Agreement and the other Loan Documents. (b) If the Interest Shortfall for any Floating Rate Component was calculated based upon the Assumed Note Rate, upon determination of LIBOR on the Interest Determination Date for the Succeeding Interest Period then (i) if the Interest Rate applicable to such Floating Rate Component for such Succeeding Interest Period is less than the Assumed Note Rate applicable to such Floating Rate Component, Lender shall promptly refund to Borrower the amount of the Interest Shortfall paid with respect to such Floating Rate Component, calculated at a rate equal to the difference between the Assumed Note Rate applicable to such Floating Rate Component and the Interest Rate applicable to such Floating Rate Component for such Interest Period, or (ii) if the Interest Rate applicable to such Floating Rate Component is greater than the Assumed Note Rate applicable to such Floating Rate Component, Borrower shall promptly (and in no event later than the ninth (9th) day of the following month) pay Lender the amount of such additional Interest Shortfall applicable to such Floating Rate Component calculated at a rate equal to the amount by which the Interest Rate applicable to such Floating Rate Component exceeds the Assumed Note Rate applicable to such Floating Rate Component. (c) Borrower shall pay all reasonable costs and expenses of Lender incurred in connection with the repayment or prepayment (including without limitation reasonable attorneys’ fees and expenses and costs and expenses related to the Transfer or substitution of any Property); provided, for the avoidance of doubt, this provision shall not apply with respect to Taxes. (dc) Except during an Event of Default, prepayments shall be applied by Lender in the following order of priority: (i) first, to any amounts (other than principal, interest, Interest Shortfall, Breakage Costs Yield Maintenance Premium and Spread Maintenance PremiumAccrued Additional Interest) then due and payable under the Loan Documents, including any costs and expenses of Lender in connection with such prepayment; (ii) second, interest payable pursuant to Section 2.4.5 (a) (i2.4.4(a)(i) on the applicable Component or Components being prepaid pursuant to this clause (d) at the Interest Ratec); (iii) third, Interest Shortfall Yield Maintenance Premium, to the extent applicable, on the applicable Component or Components being prepaid pursuant to this clause (dc); (iv) fourth, Breakage Costs on the applicable Component or Components being prepaid pursuant to this clause (d); (v) fifth, Spread Maintenance Premium, to the extent applicable, on the applicable Floating Rate Component or Floating Rate Components being prepaid pursuant to this clause (d) and (vi) sixth, to principal, applied as set forth in clause (ed) belowbelow and (v) fifth, to Accrued Additional Interest, if any. (ed) Except during an Event of Default, prepayments of principal of the Loan made pursuant to this Section 2.4.5 2.4.4 shall be applied to the Loan (i) first, to Component A until the Component Outstanding Principal Balance of Component A is reduced to zero, ; (ii) second, to Component B until the Component Outstanding Principal Balance of Component B is reduced to zero, ; (iii) third, to Component C until the Component Outstanding Principal Balance of Component C is reduced to zero, ; (iv) fourth, to Component D until the Component Outstanding Principal Balance of Component D is reduced to zero, ; and (v) fifth, to Component E until the Component Outstanding Principal Balance of Component E is reduced to zero, (vi) sixth, to Component F until the Component Outstanding Principal Balance of Component F is reduced to zero and (vii) seventh, to Component G until the Component Outstanding Principal Balance of Component G is reduced to zero; provided, provided that so long as no Default or Event of Default shall then exist or would result therefromis continuing, any voluntary prepayments of principal on the Loan made from Unrestricted Cash pursuant to Section 2.4.2Cash, other than Debt Yield Low DSCR Cure Prepayments, shall be applied to the Components of the Loan on a pro rata basis based on the Component Outstanding Principal Balance outstanding principal balance of each such Component relative to the aggregate Component Outstanding Principal Balances for all of the Components until the Component Outstanding Principal Balance for each Component has been reduced to zeroComponent.

Prepayment/Repayment Conditions. (a) On the date on which a prepayment, voluntary or mandatory, is made under the Note or as required under this Agreement, which date must be a Business Day, Borrower shall pay to Lender: : (i) all accrued and unpaid interest calculated (A) at the Interest Rate on the amount of principal being prepaid on the applicable Component or Components through (other than Component F, which Component F will be deemed not to have any accrued and including the Repayment Date together unpaid interest for purposes of this calculation), other than with an amount equal respect to the interest that would have accrued any Deferred Interest Amount prepaid, and (B) at the Deferrable Interest Rate on the amount of principal being Deferred Interest Amount prepaid through on the end of the Interest Period applicable Component, in which each such prepayment occurscase, notwithstanding that such Interest Period extends beyond the date of prepayment; (ii) if such prepayment is made during the period from and including the first day after a Monthly Payment Date through and including the last day of the Interest Period in which such prepayment occurs, all interest on the principal amount being prepaid on the applicable Component or Components which would have accrued from the first day of the Interest Period immediately following the Interest Period in which the prepayment occurs (the “Succeeding Interest Period”) through and including the end of the Succeeding Interest Period, calculated at (A) the Interest Rate if such prepayment occurs on or after the Interest Determination Date for the Succeeding Interest Period or (B) the Assumed Note Rate if such prepayment occurs before the Interest Determination Date for the Succeeding Interest Period (the “Interest Shortfall”); (iii) Breakage Costs, if any, without duplication of any sums paid pursuant to the preceding clauses (i) and is made; (ii); (iv) other than with respect to Component F, the Spread Yield Maintenance Premium applicable thereto (if such prepayment occurs prior to the Spread Yield Maintenance DateDate or if such prepayment is a Low DSCR Cure Prepayment); provided that no Spread Yield Maintenance Premium shall be due in connection with a prepayment made (A) under Section 2.4.3 (a) (except where such prepayment arises as a result of a Voluntary Action), (B) or due to a release of an Optional Release Property as provided in Section 2.4.5(b), (C) under Section 2.4.3(c), or (D) in reduction of any Deferred Interest Amount; and and (viii) all other sums, then due under the Note, this Agreement and the other Loan DocumentsDocuments (including, if applicable, any Yield Maintenance Premium) with respect to such prepayment. (b) If Notwithstanding the Interest Shortfall for foregoing Section 2.4.5(a), Borrower shall be permitted to prepay the Loan pursuant to Section 2.5 without the requirement to pay in connection therewith any Floating Rate Component was calculated based upon Yield Maintenance Premium prior to and until such time as the Assumed Note Rateaggregate Allocated Loan Amount of such Release Properties pursuant to Section 2.5 in the aggregate exceeds $30,274,500.00 (any Property so released, upon determination of LIBOR on the Interest Determination Date for the Succeeding Interest Period then an “Optional Release Property”); provided that (i) if the Interest Rate applicable to such Floating Rate Component for such Succeeding Interest Period no Event of Default has occurred and is less than the Assumed Note Rate applicable to such Floating Rate Component, Lender shall promptly refund to Borrower the amount continuing as of the Interest Shortfall paid with respect to such Floating Rate Component, calculated at a rate equal to the difference between the Assumed Note Rate applicable to such Floating Rate Component date of any prepayment and the Interest Rate applicable to such Floating Rate Component for such Interest Period, or (ii) if the Interest Rate applicable to such Floating Rate Component is greater than the Assumed Note Rate applicable to such Floating Rate Component, Borrower shall promptly (comply with all other terms and in no event later than the ninth (9th) day conditions of the following month) pay Lender the amount of such additional Interest Shortfall applicable to such Floating Rate Component calculated at a rate equal to the amount by which the Interest Rate applicable to such Floating Rate Component exceeds the Assumed Note Rate applicable to such Floating Rate Component. (c) Borrower shall pay all reasonable costs and expenses of Lender incurred in connection with the repayment or prepayment (including without limitation reasonable attorneys’ fees and expenses and costs and expenses related to the Transfer or substitution of any Property); provided, for the avoidance of doubt, this provision shall not apply with respect to Taxes. (d) Except during an Event of Default, prepayments shall be applied by Lender in the following order of priority: (i) first, to any amounts (other than principal, interest, Interest Shortfall, Breakage Costs and Spread Maintenance Premium) then due and payable under the Loan Documents, including any costs and expenses of Lender in connection with such prepayment; (ii) second, interest payable pursuant to Section 2.4.5 (a) (i) on the applicable Component or Components being prepaid pursuant to this clause (d) at the Interest Rate; (iii) third, Interest Shortfall on the applicable Component or Components being prepaid pursuant to this clause (d); (iv) fourth, Breakage Costs on the applicable Component or Components being prepaid pursuant to this clause (d); (v) fifth, Spread Maintenance Premium, to the extent applicable, on the applicable Floating Rate Component or Floating Rate Components being prepaid pursuant to this clause (d) and (vi) sixth, to principal, applied as set forth in clause (e) below. (e) Except during an Event of Default, prepayments of principal of the Loan made pursuant to this Section 2.4.5 shall be applied to the Loan and Section 2.5 (i) first, to Component A until the Component Outstanding Principal Balance of Component A is reduced to zero, (ii) second, to Component B until the Component Outstanding Principal Balance of Component B is reduced to zero, (iii) third, to Component C until the Component Outstanding Principal Balance of Component C is reduced to zero, (iv) fourth, to Component D until the Component Outstanding Principal Balance of Component D is reduced to zero, (v) fifth, to Component E until the Component Outstanding Principal Balance of Component E is reduced to zero, (vi) sixth, to Component F until the Component Outstanding Principal Balance of Component F is reduced to zero and (vii) seventh, to Component G until the Component Outstanding Principal Balance of Component G is reduced to zero; provided, that so long as no Default or Event of Default shall then exist or would result therefrom, any voluntary prepayments of principal on the Loan made from Unrestricted Cash pursuant to Section 2.4.2i.e., other than Debt the payment of any Yield Cure Prepayments, shall be applied to the Components of the Loan on a pro rata basis based on the Component Outstanding Principal Balance of each such Component relative to the aggregate Component Outstanding Principal Balances for all of the Components until the Component Outstanding Principal Balance for each Component has been reduced to zeroMaintenance Premium).

Prepayment/Repayment Conditions. (a) On the date on which a prepayment, voluntary or mandatory, is made under the Note or as required under this Agreement, which date must be a Business Day, Borrower shall pay to Lender: (i) all accrued and unpaid interest calculated at the Interest Rate on the amount of principal being prepaid on the applicable Component or Components through and including the Repayment Date Date, together with an amount equal to the interest that would have accrued at the Interest Rate on the amount of principal being prepaid through the end of the Interest Period in which such prepayment occurs, notwithstanding that such Interest Period extends beyond the date of prepayment; (ii) if such prepayment is made during the period from and including the first day after a Monthly Payment Date through and including the last day of the Interest Period in which such prepayment occurs, all interest on the principal amount being prepaid on the applicable Component or Components which would have accrued from the first day of the Interest Period immediately following the Interest Period in which the prepayment occurs (the “Succeeding Interest Period”) through and including the end of the Succeeding Interest Period, calculated at (A) the Interest Rate if such prepayment occurs on or after the Interest Determination Date for the Succeeding Interest Period or (B) the Assumed Note Rate if such prepayment occurs before the Interest Determination Date for the Succeeding Interest Period (the “Interest Shortfall”); (iii) Breakage Costs, if any, without duplication of any sums paid pursuant to the preceding clauses (i) and (ii); (iv) the Spread Maintenance Premium applicable thereto (if such prepayment occurs prior to the Spread Maintenance Date), the Spread Maintenance Premium applicable thereto; provided that no Spread Maintenance Premium shall be due in connection with a prepayment under Section 2.4.3 (a) (except where such prepayment arises as a result of a Voluntary Action) or Section 2.4.3(c); and (v) all other sums, then due under the Note, this Agreement and the other Loan Documents. (b) If the Interest Shortfall for any Floating Rate Component was calculated based upon the Assumed Note Rate, upon determination of LIBOR on the Interest Determination Date for the Succeeding Interest Period then (i) if the Interest Rate applicable to such Floating Rate Component for such Succeeding Interest Period is less than the Assumed Note Rate applicable to such Floating Rate Component, Lender shall promptly refund to Borrower the amount of the Interest Shortfall paid with respect to such Floating Rate Component, calculated at a rate equal to the difference between the Assumed Note Rate applicable to such Floating Rate Component and the Interest Rate applicable to such Floating Rate Component for such Interest Period, or (ii) if the Interest Rate applicable to such Floating Rate Component is greater than the Assumed Note Rate applicable to such Floating Rate Component, Borrower shall promptly (and in no event later than the ninth (9th) day of the following month) pay Lender the amount of such additional Interest Shortfall applicable to such Floating Rate Component calculated at a rate equal to the amount by which the Interest Rate applicable to such Floating Rate Component exceeds the Assumed Note Rate applicable to such Floating Rate Component. (c) Borrower shall pay all reasonable costs and expenses of Lender incurred in connection with the repayment or prepayment (including without limitation reasonable attorneys’ fees and expenses and costs and expenses related to the Transfer or substitution of any Property); provided, for the avoidance of doubt, this provision shall not apply with respect to Taxes. (d) Except during an Event of Default, prepayments shall be applied by Lender in the following order of priority: (i) first, to any amounts (other than principal, interest, Interest Shortfall, Breakage Costs and Spread Maintenance Premium) then due and payable under the Loan Documents, including any costs and expenses of Lender in connection with such prepayment; (ii) second, interest payable pursuant to Section 2.4.5 (a) (i) on the applicable Component or Components being prepaid pursuant to this clause (d) at the Interest Rate; (iii) third, Interest Shortfall on the applicable Component or Components being prepaid pursuant to this clause (d); (iv) fourth, Breakage Costs on the applicable Component or Components being prepaid pursuant to this clause (d); (v) fifth, Spread Maintenance Premium, to the extent applicable, on the applicable Floating Rate Component or Floating Rate Components being prepaid pursuant to this clause (d) and (vi) sixth, to principal, applied as set forth in clause (e) below. (e) Except during an Event of Default, prepayments of principal of the Loan made pursuant to this Section 2.4.5 shall be applied to the Loan (i) first, to Component A until the Component Outstanding Principal Balance of Component A is reduced to zero, (ii) second, to Component B until the Component Outstanding Principal Balance of Component B is reduced to zero, (iii) third, to Component C until the Component Outstanding Principal Balance of Component C is reduced to zero, (iv) fourth, to Component D until the Component Outstanding Principal Balance of Component D is reduced to zero, (v) fifth, to Component E until the Component Outstanding Principal Balance of Component E is reduced to zero, (vi) sixth, to Component F until the Component Outstanding Principal Balance of Component F is reduced to zero and (vii) seventh, to Component G until the Component Outstanding Principal Balance of Component G is reduced to zero; provided, that so long as no Default or Event of Default shall then exist or would result therefrom, any voluntary prepayments of principal on the Loan made from Unrestricted Cash pursuant to Section 2.4.2, other than Debt Yield Cure Prepayments, shall be applied to the Components of the Loan on a pro rata basis based on the Component Outstanding Principal Balance of each such Component relative to the aggregate Component Outstanding Principal Balances for all of the Components until the Component Outstanding Principal Balance for each Component has been reduced to zero.under

Prepayment/Repayment Conditions. (a) On the date on which a prepayment, voluntary or mandatory, is made under the Note or as required under this Agreement (including a prepayment to prevent or cure a Low Debt Yield Period in accordance with this Agreement), which date must be a Business Day, Borrower shall pay to Lender: (i) all accrued and unpaid interest calculated at the Interest Rate on the amount of principal being prepaid on the applicable Component or Components through and including the Repayment Date together with an amount equal to the interest that would have accrued at the Interest Rate on the amount of principal being prepaid through the end of the Interest Period in which such prepayment occurs, notwithstanding that such Interest Period extends beyond the date of prepayment; (ii) if such prepayment is made during the period from and including the first day after a Monthly Payment Date through and including the last day of the Interest Period in which such prepayment occurs, all interest on the principal amount being prepaid on the applicable Component or Components which would have accrued from the first day of the Interest Period immediately following the Interest Period in which the prepayment occurs (the “Succeeding Interest Period”) through and including the end of the Succeeding Interest Period, calculated at (A) the Interest Rate if such prepayment occurs on or after the Interest Determination Date for the Succeeding Interest Period or (B) the Assumed Note Rate if such prepayment occurs before the Interest Determination Date for the Succeeding Interest Period (the “Interest Shortfall”); provided, however, if such prepayment is made pursuant to Section 2.4.3 hereof, then such payment shall be retained by Lender to be applied by Lender (in the same manner as repayments under Section 2.4.3 hereof) on the first day of the next succeeding Interest Period; (iii) Breakage Costs, if any, without duplication of any sums paid pursuant to the preceding clauses (i) and (ii); (iv) the Spread Maintenance Premium applicable thereto (if such prepayment occurs prior to the Spread Maintenance Date); provided that no Spread Maintenance Premium shall be due in connection with a prepayment under Section 2.4.3 (a) (except where such prepayment arises as a result of a Voluntary Action) or Section 2.4.3(c); and (v) all other sums, then due under the Note, this Agreement Agreement, the Mortgage, and the other Loan Documents. (b) If the Interest Shortfall for any Floating Rate Component was calculated based upon the Assumed Note Rate, upon determination of LIBOR on the Interest Determination Date for the Succeeding Interest Period then Period, (i) if the Interest Rate applicable to such Floating Rate Component for such Succeeding Interest Period is less than the Assumed Note Rate applicable to such Floating Rate ComponentRate, Lender shall promptly refund to Borrower the amount of the Interest Shortfall paid with respect to such Floating Rate Componentpaid, calculated at a rate equal to the difference between the Assumed Note Rate applicable to such Floating Rate Component and the Interest Rate applicable to such Floating Rate Component for such Interest Period, or (ii) if the Interest Rate applicable to such Floating Rate Component is greater than the Assumed Note Rate applicable to such Floating Rate ComponentRate, Borrower shall promptly (and in no event later than the ninth (9th) day of the following month) pay Lender the amount of such additional Interest Shortfall applicable to such Floating Rate Component calculated at a rate equal to the amount by which the Interest Rate applicable to such Floating Rate Component exceeds the Assumed Note Rate applicable to such Floating Rate ComponentRate. (c) Borrower shall pay all reasonable out-of-pocket costs and expenses of Lender incurred in connection with the repayment or prepayment (including without limitation limitation, any costs and expenses associated with a release of the Lien of the Mortgage as set forth in Section 2.5 below and reasonable attorneys’ fees and expenses and costs and expenses related to the Transfer or substitution of any Propertyexpenses); provided, for the avoidance of doubt, this provision shall not apply with respect to Taxes. (d) Except during an Event of Default, prepayments shall be applied by Lender in the following order of priority: (i) first, to any amounts (other than principal, interest, Interest Shortfall, Breakage Costs and Spread Maintenance Premium) then due and payable under the Loan Documents, including any costs and expenses of Lender in connection with such prepayment; (ii) second, interest payable pursuant to Section 2.4.5 (a) (i) on the applicable Component or Components being prepaid pursuant to this clause (d) at the Interest Rate; (iii) third, Interest Shortfall on the applicable Component or Components being prepaid pursuant to this clause (d); (iv) fourth, Breakage Costs on the applicable Component or Components being prepaid pursuant to this clause (d); (v) fifth, Spread Maintenance Premium, to the extent applicable, on the applicable Floating Rate Component or Floating Rate Components being prepaid pursuant to this clause (d) and (vi) sixth, to principal, applied as set forth in clause (e) below. (e) Except during an Event of Default, prepayments of principal of the Loan made pursuant to this Section 2.4.5 shall be applied to the Loan (i) first, to Component A until the Component Outstanding Principal Balance of Component A is reduced to zero, (ii) second, to Component B until the Component Outstanding Principal Balance of Component B is reduced to zero, (iii) third, to Component C until the Component Outstanding Principal Balance of Component C is reduced to zero, (iv) fourth, to Component D until the Component Outstanding Principal Balance of Component D is reduced to zero, (v) fifth, to Component E until the Component Outstanding Principal Balance of Component E is reduced to zero, (vi) sixth, to Component F until the Component Outstanding Principal Balance of Component F is reduced to zero and (vii) seventh, to Component G until the Component Outstanding Principal Balance of Component G is reduced to zero; provided, that so long as no Default or Event of Default shall then exist or would result therefrom, any voluntary prepayments of principal on the Loan made from Unrestricted Cash pursuant to Section 2.4.2, other than Debt Yield Cure Prepayments, shall be applied to the Components of the Loan on a pro rata basis based on the Component Outstanding Principal Balance of each such Component relative to the aggregate Component Outstanding Principal Balances for all of the Components until the Component Outstanding Principal Balance for each Component has been reduced to zero.

Prepayment/Repayment Conditions. (a) On the date on which a prepayment, voluntary or mandatory, is made under the Note or as required under this Agreement, which date must be a Business Day, Borrower shall pay to Lender: (i) all accrued and unpaid interest calculated at the Interest Rate on the amount of principal being prepaid on the applicable Component or Components through and including the Repayment Date Date, together with an amount equal to the interest that would have accrued at the Interest Rate on the amount of principal being prepaid through the end of the Interest Period in which such prepayment occurs, notwithstanding that such Interest Period extends beyond the date of prepayment; (ii) if such prepayment is made during the period from and including the first day after a Monthly Payment Date through and including the last day of the Interest Period in which such prepayment occurs, all interest on the principal amount being prepaid on the applicable Component or Components which would have accrued from the first day of the Interest Period immediately following the Interest Period in which the prepayment occurs (the “Succeeding Interest Period”) through and including the end of the Succeeding Interest Period, calculated at (A) the Interest Rate if such prepayment occurs on or after the Interest Determination Date for the Succeeding Interest Period or (B) the Assumed Note Rate if such prepayment occurs before the Interest Determination Date for the Succeeding Interest Period (the “Interest Shortfall”); (iii) Breakage Coststhe Spread Maintenance Premium, if any, without duplication of any sums paid pursuant to the preceding clauses (i) and (ii); (iv) the Spread Maintenance Premium applicable thereto (only if such prepayment occurs prior to the Second Spread Maintenance Date); provided provided, that so long as no Event of Default is continuing (other than an Event of Default that arises solely as a direct result of the Casualty or Condemnation in respect of which such Net Proceeds have been paid), no Spread Maintenance Premium shall be due in connection with a prepayment under made pursuant to Section 2.4.3 (a) (except where such prepayment arises as a result of a Voluntary Action) or Section 2.4.3(c); 2.4.4(a): and (viv) all other sums, then due under the Note, this Agreement Agreement, the Pledge Agreement, and the other Loan Documents. (b) If the Interest Shortfall for any Floating Rate Component was calculated based upon the Assumed Note Rate, upon determination of LIBOR on the Interest Determination Date for the Succeeding Interest Period then (i) if the Interest Rate applicable to such Floating Rate Component for such Succeeding Interest Period is less than the Assumed Note Rate applicable to such Floating Rate ComponentRate, Lender shall promptly refund to Borrower the amount of the Interest Shortfall paid with respect to such Floating Rate Componentpaid, calculated at a rate equal to the difference between the Assumed Note Rate applicable to such Floating Rate Component and the Interest Rate applicable to such Floating Rate Component for such Interest Period, or (ii) if the Interest Rate applicable to such Floating Rate Component is greater than the Assumed Note Rate applicable to such Floating Rate ComponentRate, Borrower shall promptly (and in no event later than the ninth first (9th1st) day of the following month) pay Lender the amount of such additional Interest Shortfall applicable to such Floating Rate Component calculated at a rate equal to the amount by which the Interest Rate applicable to such Floating Rate Component exceeds the Assumed Note Rate applicable to such Floating Rate Component.Rate, (c) Borrower shall pay all reasonable costs and expenses of Lender incurred in connection with the repayment or prepayment (including without limitation limitation, any costs and expenses associated with a release of the Lien of the Security Documents as set forth in Section 2.5 below and reasonable attorneys’ fees and expenses and costs and expenses related expenses), provided, however that, notwithstanding anything to the Transfer or substitution of any Property); provided, for the avoidance of doubt, this provision shall not apply with respect to Taxes. (d) Except during an Event of Default, prepayments shall be applied by Lender contrary set forth in the following order of priority: (i) first, to any amounts (other than principal, interest, Interest Shortfall, Breakage Costs and Spread Maintenance Premium) then due and payable under the Loan Documents, including any no LIBOR breakage costs and expenses of Lender will be payable in connection with such prepayment; any prepayment (iivoluntary or mandatory) second, interest payable pursuant to Section 2.4.5 (a) (i) on the applicable Component or Components being prepaid pursuant to this clause (d) at the Interest Rate; (iii) third, Interest Shortfall on the applicable Component or Components being prepaid pursuant to this clause (d); (iv) fourth, Breakage Costs on the applicable Component or Components being prepaid pursuant to this clause (d); (v) fifth, Spread Maintenance Premium, to the extent applicable, on the applicable Floating Rate Component or Floating Rate Components being prepaid pursuant to this clause (d) and (vi) sixth, to principal, applied as set forth in clause (e) below. (e) Except during an Event of Default, prepayments of principal of the Loan made pursuant to this Section 2.4.5 shall be applied to the Loan (i) first, to Component A until the Component Outstanding Principal Balance of Component A is reduced to zero, (ii) second, to Component B until the Component Outstanding Principal Balance of Component B is reduced to zero, (iii) third, to Component C until the Component Outstanding Principal Balance of Component C is reduced to zero, (iv) fourth, to Component D until the Component Outstanding Principal Balance of Component D is reduced to zero, (v) fifth, to Component E until the Component Outstanding Principal Balance of Component E is reduced to zero, (vi) sixth, to Component F until the Component Outstanding Principal Balance of Component F is reduced to zero and (vii) seventh, to Component G until the Component Outstanding Principal Balance of Component G is reduced to zero; provided, that so long as no Default or Event of Default shall then exist or would result therefrom, any voluntary prepayments of principal on the Loan made from Unrestricted Cash pursuant to Section 2.4.2, other than Debt Yield Cure Prepayments, shall be applied to the Components of the Loan on a pro rata basis based on the Component Outstanding Principal Balance of each such Component relative to the aggregate Component Outstanding Principal Balances for all of the Components until the Component Outstanding Principal Balance for each Component has been reduced to zeroLoan.

Prepayment/Repayment Conditions. (a) On the date on which a prepayment, voluntary or mandatory, is made under the Note or as required under this Agreement, which date must be a Business Day, Borrower shall pay to Lender: (i) all accrued and unpaid interest calculated at the Interest Rate on the amount of principal being prepaid on the applicable Component or Components through and including the Repayment Date together with an amount equal to the interest that would have accrued at the Interest Rate on the amount of principal being prepaid through the end of the Interest Period in which such prepayment occurs, notwithstanding that such Interest Period extends beyond the date of prepayment; (ii) if such prepayment is made during the period from and including the first day after a Monthly Payment Date through and including the last day of the Interest Period in which such prepayment occurs, all interest on the principal amount being prepaid on the applicable Component or Components which would have accrued from the first day of the Interest Period immediately following the Interest Period in which the prepayment occurs (the “Succeeding Interest Period”) through and including the end of the Succeeding Interest Period, calculated at (A) the Interest Rate if such prepayment occurs on or after the Interest Determination Date for the Succeeding Interest Period or (B) the Assumed Note Rate if such prepayment occurs before the Interest Determination Date for the Succeeding Interest Period (the “Interest Shortfall”); (iii) Breakage Costs, if any, without duplication of any sums paid pursuant to the preceding clauses (i) and (ii); (iv) the Spread Maintenance Premium applicable thereto (if such prepayment occurs prior to the Spread Maintenance Date); provided that no Spread Maintenance Premium shall be due in connection with a prepayment under Section 2.4.3 (a) (except where such prepayment arises as a result of a Voluntary Action) or Section 2.4.3(c); and (v) all other sums, then due under the Note, this Agreement and the other Loan Documents. (b) If the Interest Shortfall for any Floating Rate Component was calculated based upon the Assumed Note Rate, upon determination of LIBOR on the Interest Determination Date for the Succeeding Interest Period then (i) if the Interest Rate applicable to such Floating Rate Component for such Succeeding Interest Period is less than the Assumed Note Rate applicable to such Floating Rate Component, Lender shall promptly refund to Borrower the amount of the Interest Shortfall paid with respect to such Floating Rate Component, calculated at a rate equal to the difference between the Assumed Note Rate applicable to such Floating Rate Component and the Interest Rate applicable to such Floating Rate Component for such Interest Period, or (ii) if the Interest Rate applicable to such Floating Rate Component is greater than the Assumed Note Rate applicable to such Floating Rate Component, Borrower shall promptly (and in no event later than the ninth (9th) day of the following month) pay Lender the amount of such additional Interest Shortfall applicable to such Floating Rate Component calculated at a rate equal to the amount by which the Interest Rate applicable to such Floating Rate Component exceeds the Assumed Note Rate applicable to such Floating Rate Component. (c) Borrower shall pay all reasonable costs and expenses of Lender incurred in connection with the repayment or prepayment (including without limitation reasonable attorneys’ fees and expenses and costs and expenses related to the Transfer or substitution of any Property); provided, for the avoidance of doubt, this provision shall not apply with respect to Taxes. (d) Except during an Event of Default, prepayments shall be applied by Lender in the following order of priority: (i) first, to any amounts (other than principal, interest, Interest Shortfall, Breakage Costs and Spread Maintenance Premium) then due and payable under the Loan Documents, including any costs and expenses of Lender in connection with such prepayment; (ii) second, interest payable pursuant to Section 2.4.5 (a) (i2.4.5(a)(i) on the applicable Component or Components being prepaid pursuant to this clause (d) at the Interest Rate; (iii) third, Interest Shortfall on the applicable Component or Components being prepaid pursuant to this clause (d); (iv) fourth, Breakage Costs on the applicable Component or Components being prepaid pursuant to this clause (d); (v) fifth, Spread Maintenance Premium, to the extent applicable, on the applicable Floating Rate Component or Floating Rate Components being prepaid pursuant to this clause (d) and (vi) sixth, to principal, applied as set forth in clause (e) below. (e) Except during an Event of Default, prepayments of principal of the Loan made pursuant to this Section 2.4.5 shall be applied to the Loan (i) first, to Component A until the Component Outstanding Principal Balance of Component A is reduced to zero, (ii) second, to Component B until the Component Outstanding Principal Balance of Component B is reduced to zero, (iii) third, to Component C until the Component Outstanding Principal Balance of Component C is reduced to zero, (iv) fourth, to Component D until the Component Outstanding Principal Balance of Component D is reduced to zero, (v) fifth, to Component E until the Component Outstanding Principal Balance of Component E is reduced to zero, (vi) sixth, to Component F until the Component Outstanding Principal Balance of Component F is reduced to zero and (vii) seventh, to Component G until the Component Outstanding Principal Balance of Component G is reduced to zero; provided, that so long as no Default or Event of Default shall then exist or would result therefrom, any voluntary prepayments of principal on the Loan made from Unrestricted Cash pursuant to Section 2.4.2, other than Debt Yield Cure Prepayments, shall be applied to the Components of the Loan on a pro rata basis based on the Component Outstanding Principal Balance of each such Component relative to the aggregate Component Outstanding Principal Balances for all of the Components until the Component Outstanding Principal Balance for each Component has been reduced to zero.

Prepayment/Repayment Conditions. (a) On the date on which a prepayment, voluntary or mandatory, is made under the Note or as required under this Agreement, which date must be a Business Day, Borrower shall pay to Lender: (i) (x) if such prepayment occurs prior to a Securitization, all accrued and unpaid interest calculated at the Applicable Interest Rate on the amount of principal being prepaid on the applicable Component or Components through and including but excluding the Repayment Date (provided such payment is received by Lender in accordance with Section 2.3.5(a) hereof), and (y) if such prepayment occurs following a Securitization, any prepayment of a securitized portion of the Loan will also be paid together with an amount equal to the interest that would have accrued at the Applicable Interest Rate on the amount of principal being prepaid through the end of the Interest Period in which such prepayment occurs, notwithstanding that such Interest Period extends beyond the date of prepayment; (ii) if such prepayment is made during the period from and including the first day after a Monthly Payment Date through and including the last day of the Interest Period in which such prepayment occurs, all interest on the principal amount being prepaid on the applicable Component or Components which would have accrued from the first day of the Interest Period immediately following the Interest Period in which the prepayment occurs (the “Succeeding Interest Period”) through and including the end of the Succeeding Interest Period, calculated at (A) the Interest Rate if such prepayment occurs on or after the Interest Determination Date for the Succeeding Interest Period or (B) the Assumed Note Rate if such prepayment occurs before the Interest Determination Date for the Succeeding Interest Period (the “Interest Shortfall”)intentionally omitted; (iii) Breakage Coststhe Spread Maintenance Premium, if any, without duplication of any sums paid pursuant to the preceding clauses (i) and (ii); (iv) the Spread Maintenance Premium applicable thereto (if such prepayment occurs prior to the Spread Maintenance Date)thereto; provided that so long as no Event of Default is continuing (other than an Event of Default that arises solely as a direct result of the Casualty or Condemnation in respect of which such Net Proceeds have been paid), no Spread Maintenance Premium shall be due in connection with a prepayment under made pursuant to Section 2.4.3 (a) (except where such prepayment arises as a result of a Voluntary Action) or Section 2.4.3(c2.4.4(a); and (viv) all other sums, then due under the Note, this Agreement Agreement, the Mortgage, and the other Loan Documents. (b) If the Interest Shortfall for any Floating Rate Component was calculated based upon the Assumed Note Rate, upon determination of LIBOR on the Interest Determination Date for the Succeeding Interest Period then (i) if the Interest Rate applicable to such Floating Rate Component for such Succeeding Interest Period is less than the Assumed Note Rate applicable to such Floating Rate Component, Lender shall promptly refund to Borrower the amount of the Interest Shortfall paid with respect to such Floating Rate Component, calculated at a rate equal to the difference between the Assumed Note Rate applicable to such Floating Rate Component and the Interest Rate applicable to such Floating Rate Component for such Interest Period, or (ii) if the Interest Rate applicable to such Floating Rate Component is greater than the Assumed Note Rate applicable to such Floating Rate Component, Borrower shall promptly (and in no event later than the ninth (9th) day of the following month) pay Lender the amount of such additional Interest Shortfall applicable to such Floating Rate Component calculated at a rate equal to the amount by which the Interest Rate applicable to such Floating Rate Component exceeds the Assumed Note Rate applicable to such Floating Rate Component. (c) Borrower shall pay all reasonable costs and expenses of Lender incurred in connection with the repayment or prepayment (including without limitation reasonable attorneys’ fees and expenses and costs and expenses related to the Transfer or substitution of any Property); provided, for the avoidance of doubt, this provision shall not apply with respect to Taxes. (d) Except during an Event of Default, prepayments shall be applied by Lender in the following order of priority: (i) first, to any amounts (other than principal, interest, Interest Shortfall, Breakage Costs and Spread Maintenance Premium) then due and payable under the Loan Documents, including any costs and expenses of Lender in connection with such prepayment; (ii) second, interest payable pursuant to Section 2.4.5 (a) (i) on the applicable Component or Components being prepaid pursuant to this clause (d) at the Interest Rate; (iii) third, Interest Shortfall on the applicable Component or Components being prepaid pursuant to this clause (d); (iv) fourth, Breakage Costs on the applicable Component or Components being prepaid pursuant to this clause (d); (v) fifth, Spread Maintenance Premium, to the extent applicable, on the applicable Floating Rate Component or Floating Rate Components being prepaid pursuant to this clause (d) and (vi) sixth, to principal, applied as set forth in clause (e) below. (e) Except during an Event of Default, prepayments of principal of the Loan made pursuant to this Section 2.4.5 shall be applied to the Loan (i) first, to Component A until the Component Outstanding Principal Balance of Component A is reduced to zero, (ii) second, to Component B until the Component Outstanding Principal Balance of Component B is reduced to zero, (iii) third, to Component C until the Component Outstanding Principal Balance of Component C is reduced to zero, (iv) fourth, to Component D until the Component Outstanding Principal Balance of Component D is reduced to zero, (v) fifth, to Component E until the Component Outstanding Principal Balance of Component E is reduced to zero, (vi) sixth, to Component F until the Component Outstanding Principal Balance of Component F is reduced to zero and (vii) seventh, to Component G until the Component Outstanding Principal Balance of Component G is reduced to zero; provided, that so long as no Default or Event of Default shall then exist or would result therefrom, any voluntary prepayments of principal on the Loan made from Unrestricted Cash pursuant to Section 2.4.2, other than Debt Yield Cure Prepayments, shall be applied to the Components of the Loan on a pro rata basis based on the Component Outstanding Principal Balance of each such Component relative to the aggregate Component Outstanding Principal Balances for all of the Components until the Component Outstanding Principal Balance for each Component has been reduced to zero.

Prepayment/Repayment Conditions. (a) On the date on which a prepayment, voluntary or mandatory, is made under the Note or as required under this Agreement, which date must be a Business Day, Borrower shall pay to LenderAgent: (i) all accrued and unpaid interest calculated at the Interest Rate on the amount of principal being prepaid on the applicable Component or Components through and including the Repayment Date together with an amount equal to the interest that would have accrued at the Interest Rate on the amount of principal being prepaid through the end of the Interest Period in which such prepayment occurs, notwithstanding that such Interest Period extends beyond the date of prepayment; (ii) if such prepayment is made during the period from and including the first day after a Monthly Payment Date through and including the last day of the Interest Period in which such prepayment occurs, all interest on the principal amount being prepaid on the applicable Component or Components which would have accrued from the first day of the Interest Period immediately following the Interest Period in which the prepayment occurs (the “Succeeding Interest Period”) through and including the end of the Succeeding Interest Period, calculated at (A) the Interest Rate if such prepayment occurs on or after the Interest Determination Date for the Succeeding Interest Period or (B) the Assumed Note Rate if such prepayment occurs before the Interest Determination Date for the Succeeding Interest Period (the “Interest Shortfall”); (iii) Breakage Costs, if any, without duplication of any sums paid pursuant to the preceding clauses (i) and (ii); (iv) the Spread Maintenance Premium applicable thereto (if such prepayment occurs on or prior to the Spread Maintenance Date); provided that no Spread Maintenance Premium shall be due in connection with a prepayment under Section 2.4.3 (a) (except where such prepayment arises as a result of a Voluntary Action) or Section 2.4.3(c); and (v) all other sums, then due under the Note, this Agreement Agreement, the Pledge Agreement, and the other Loan Documents. (b) If the Interest Shortfall for any Floating Rate Component was calculated based upon the Assumed Note Rate, upon determination of LIBOR on the Interest Determination Date for the Succeeding Interest Period then Period, (i) if the Interest Rate applicable to such Floating Rate Component for such Succeeding Interest Period is less than the Assumed Note Rate applicable to such Floating Rate ComponentRate, Lender Agent shall promptly refund to Borrower the amount of the Interest Shortfall paid with respect to such Floating Rate Componentpaid, calculated at a rate equal to the difference between the Assumed Note Rate applicable to such Floating Rate Component and the Interest Rate applicable to such Floating Rate Component for such Interest Period, or (ii) if the Interest Rate applicable to such Floating Rate Component is greater than the Assumed Note Rate applicable to such Floating Rate ComponentRate, Borrower shall promptly (and in no event later than the ninth (9th) day of the following month) pay Lender Agent the amount of such additional Interest Shortfall applicable to such Floating Rate Component calculated at a rate equal to the amount by which the Interest Rate applicable to such Floating Rate Component exceeds the Assumed Note Rate applicable to such Floating Rate ComponentRate. (c) Without duplication of any amounts paid by Borrower pursuant to the foregoing clause (a), Borrower shall pay all reasonable costs and expenses of Lender Agent and Lenders incurred in connection with the repayment or prepayment (including without limitation limitation, any costs and expenses associated with a release of the Lien of the Pledge Agreement as set forth in Section 2.5 below and reasonable attorneys’ fees and expenses and costs and expenses related to the Transfer or substitution of any Propertyexpenses); provided, for the avoidance of doubt, this provision shall not apply with respect to Taxes. (d) Except during an Event of Default, prepayments shall be applied by Lender in the following order of priority: (i) first, to any amounts (other than principal, interest, Interest Shortfall, Breakage Costs and Spread Maintenance Premium) then due and payable under the Loan Documents, including any costs and expenses of Lender in connection with such prepayment; (ii) second, interest payable pursuant to Section 2.4.5 (a) (i) on the applicable Component or Components being prepaid pursuant to this clause (d) at the Interest Rate; (iii) third, Interest Shortfall on the applicable Component or Components being prepaid pursuant to this clause (d); (iv) fourth, Breakage Costs on the applicable Component or Components being prepaid pursuant to this clause (d); (v) fifth, Spread Maintenance Premium, to the extent applicable, on the applicable Floating Rate Component or Floating Rate Components being prepaid pursuant to this clause (d) and (vi) sixth, to principal, applied as set forth in clause (e) below. (e) Except during an Event of Default, prepayments of principal of the Loan made pursuant to this Section 2.4.5 shall be applied to the Loan (i) first, to Component A until the Component Outstanding Principal Balance of Component A is reduced to zero, (ii) second, to Component B until the Component Outstanding Principal Balance of Component B is reduced to zero, (iii) third, to Component C until the Component Outstanding Principal Balance of Component C is reduced to zero, (iv) fourth, to Component D until the Component Outstanding Principal Balance of Component D is reduced to zero, (v) fifth, to Component E until the Component Outstanding Principal Balance of Component E is reduced to zero, (vi) sixth, to Component F until the Component Outstanding Principal Balance of Component F is reduced to zero and (vii) seventh, to Component G until the Component Outstanding Principal Balance of Component G is reduced to zero; provided, that so long as no Default or Event of Default shall then exist or would result therefrom, any voluntary prepayments of principal on the Loan made from Unrestricted Cash pursuant to Section 2.4.2, other than Debt Yield Cure Prepayments, shall be applied to the Components of the Loan on a pro rata basis based on the Component Outstanding Principal Balance of each such Component relative to the aggregate Component Outstanding Principal Balances for all of the Components until the Component Outstanding Principal Balance for each Component has been reduced to zero.

Prepayment/Repayment Conditions. (a) On the date on which a prepayment, voluntary or mandatory, is made under the Note or as required under this Agreement, which date must be a Business Day, Borrower shall pay to Lender: (i) all accrued and unpaid interest calculated at the Interest Rate on the amount of principal being prepaid on the applicable Component or Components through and including the Repayment Date together with an amount equal to the interest that would have accrued at the Interest Rate on the amount of principal being prepaid through the end of the Interest Period in which such prepayment occurs, notwithstanding that such Interest Period extends beyond the date of prepayment; (ii) if such prepayment is made during the period from and including the first day after a Monthly Payment Date through and including the last day of the Interest Period in which such prepayment occurs, all interest on the principal amount being prepaid on the applicable Component or Components which would have accrued from the first day of the Interest Period immediately following the Interest Period in which the prepayment occurs (the “Succeeding Interest Period”) through and including the end of the Succeeding Interest Period, calculated at (A) the Interest Rate if such prepayment occurs on or after the Interest Determination Date for the Succeeding Interest Period or (B) the Assumed Note Rate if such prepayment occurs before the Interest Determination Date for the Succeeding Interest Period (the “Interest Shortfall”); (iii) Breakage Costs, if any, without duplication of any sums paid pursuant to the preceding clauses (i) and (ii); (iv) the Spread Maintenance Premium applicable thereto (if such prepayment occurs prior to the Spread Maintenance Date), the Spread Maintenance Premium applicable thereto; provided provided, that no Spread Maintenance Premium shall be due in connection with a prepayment under Section 2.4.3 (a2.4.2(a) (except where such prepayment arises as a result of a Voluntary Action) or Section 2.4.3(c)2.4.2(c) and no Spread Maintenance Premium shall be owing on account of a prepayment of Component G; and (v) all other sums, then due under the Note, this Agreement and the other Loan Documents. (b) If the Interest Shortfall for any Floating Rate Component was calculated based upon the Assumed Note Rate, upon determination of LIBOR on the Interest Determination Date for the Succeeding Interest Period then (i) if the Interest Rate applicable to such any Floating Rate Component for such Succeeding Interest Period is less than the Assumed Note Rate applicable to such Floating Rate Component, Lender shall promptly refund to Borrower the amount of the Interest Shortfall paid with respect to such Floating Rate Component, calculated at a rate equal to the difference between the Assumed Note Rate applicable to such Floating Rate Component and the Interest Rate applicable to such Floating Rate Component for such Interest Period, or (ii) if the Interest Rate applicable to such any Floating Rate Component is greater than the Assumed Note Rate applicable to such Floating Rate Component, Borrower shall promptly (and in no event later than the ninth (9th) day of the following month) pay Lender the amount of such additional Interest Shortfall applicable to such Floating Rate Component calculated at a rate equal to the amount by which the Interest Rate applicable to such Floating Rate Component exceeds the Assumed Note Rate applicable to such Floating Rate Component. (c) Borrower shall pay all reasonable costs and expenses of Lender incurred in connection with the repayment or prepayment (including without limitation reasonable attorneys’ fees and expenses and costs and expenses related to the Transfer or substitution of any Property); provided, for the avoidance of doubt, this provision shall not apply with respect to Taxes. (d) Except during an Event of Default, prepayments shall be applied by Lender in the following order of priority: (i) first, to any amounts (other than principal, interest, Interest Shortfall, Breakage Costs and Spread Maintenance Premium) then due and payable under the Loan Documents, including any costs and expenses of Lender in connection with such prepayment; (ii) second, interest payable pursuant to Section 2.4.5 (a) (i2.4.4(a)(i) on the applicable Component or Components being prepaid pursuant to this clause (d) at the Interest Rate; (iii) third, Interest Shortfall on the applicable Component or Components being prepaid pursuant to this clause (d); (iv) fourth, Breakage Costs on the applicable Component or Components being prepaid pursuant to this clause (d); (v) fifth, Spread Maintenance Premium, to the extent applicable, on the applicable Floating Rate Component or Floating Rate Components being prepaid pursuant to this clause (d) and (vi) sixth, to principal, applied as set forth in clause (e) below. (e) Except during an Event of Default, prepayments of principal of the Loan made pursuant to this Section 2.4.5 2.4.4 shall be applied to the Loan (i) first, to Component A until the Component Outstanding Principal Balance of Component A is reduced to zero, (ii) second, to Component B until the Component Outstanding Principal Balance of Component B is reduced to zero, (iii) third, to Component C until the Component Outstanding Principal Balance of Component C is reduced to zero, (iv) fourth, to Component D until the Component Outstanding Principal Balance of Component D is reduced to zero, (v) fifth, to Component E until the Component Outstanding Principal Balance of Component E is reduced to zero, zero (vi) sixth, to Component F until the Component Outstanding Principal Balance of Component F is reduced to zero and (vii) seventh, to Component G until the Component Outstanding Principal Balance of Component G is reduced to zero; provided, that so long as no Default or Event of Default shall then exist or would result therefromis continuing, any voluntary prepayments of principal on the Loan made from Unrestricted Cash pursuant to Section 2.4.2Cash, other than Debt Yield Cure Prepayments, shall be applied to the Components of the Loan on a pro rata basis basis, based on the Component Outstanding Principal Balance of each such Component relative to the aggregate Component Outstanding Principal Balances for all of the Components until the Component Outstanding Principal Balance for each Component has been reduced to zeroComponent.