Common use of Prepayment Clause in Contracts

Prepayment. (a) Provided no Event of Default has occurred and is continuing, Borrower may voluntarily prepay the Indebtedness in full and not in part (i) only on or prior to the day that is two (2) years after the Start-Up Day, and such prepayment shall be subject to payment of Prepayment Premium, and (ii) only on or after the date which is sixty (60) days prior to the Maturity Date and there shall be no Prepayment Premium or penalty assessed against Borrower by reason of such prepayment; provided, however, that Borrower shall give to Lender at least fifteen (15) days prior written notice of any such prepayment. Any prepayment of the Loan shall be made on a Payment Date, and if any such prepayment is not made on a Payment Date, Borrower shall also pay to Lender interest calculated at the Interest Rate that would have accrued on such prepaid Principal Indebtedness through the end of the Interest Accrual Period in which such prepayment occurs. Notwithstanding the foregoing, Permitted Transfers, defeasance in accordance with Section 2.10 and Property Substitutions in accordance with Section 2.14 are not prepayments. (b) Subject to Section 8.40, at any time during the term of the Loan, if any Borrower is required by Lender under the provisions of any Mortgage to prepay the Loan or any portion thereof in the event of damage to or destruction of, or a Taking of any Individual Property, such Borrower shall pay any Insurance Proceeds or Condemnation proceeds in the following manner and order of priority (i) first, to prepay the Loan to the full extent of the Insurance Proceeds or the Condemnation Proceeds, as applicable, to the extent of the Allocated Loan Amount for the applicable Individual Property, and (ii) to the Borrowers. (c) All prepayments of the Indebtedness made pursuant to this Section shall be applied by Lender in accordance with the provisions of Section 2.7 hereof. (d) No Borrower shall be permitted at any time to prepay all or any part of the Loan except as expressly provided in this Section.

Prepayment. (a) Provided no Event of Default has occurred and is continuing, Borrower may voluntarily prepay the Indebtedness in full and not in part (i) only on or prior Notwithstanding anything to the day that is two (2) years after the Start-Up Day, and such prepayment shall be subject to payment of Prepayment Premium, and (ii) only on or after the date which is sixty (60) days prior to the Maturity Date and there shall be no Prepayment Premium or penalty assessed against Borrower by reason of such prepayment; provided, however, that Borrower shall give to Lender at least fifteen (15) days prior written notice of any such prepayment. Any prepayment of the Loan shall be made on a Payment Date, and if any such prepayment is not made on a Payment Date, Borrower shall also pay to Lender interest calculated at the Interest Rate that would have accrued on such prepaid Principal Indebtedness through the end of the Interest Accrual Period contrary contained in which such prepayment occurs. Notwithstanding the foregoing, Permitted Transfers, defeasance in accordance with Section 2.10 and Property Substitutions in accordance with Section 2.14 are not prepayments. (b) Subject to Section 8.40this Note, at any time during the term periods set forth on the table immediately following this paragraph (the “Prepayment Periods”), the Borrower shall have the right, exercisable on not more than three (3) Trading Days prior written notice to the Holder of the Loan, if any Borrower is required by Lender under the provisions of any Mortgage Note to prepay the Loan or any portion thereof outstanding Note (principal and accrued interest), in full, in accordance with this Section 1.7. Any notice of prepayment hereunder (an “Optional Prepayment Notice”) shall be delivered to the event Holder of damage to or destruction of, or a Taking of any Individual Property, such the Note at its registered addresses and shall state: (1) that the Borrower shall pay any Insurance Proceeds or Condemnation proceeds in the following manner and order of priority (i) first, is exercising its right to prepay the Loan to the full extent of the Insurance Proceeds or the Condemnation Proceeds, as applicable, to the extent of the Allocated Loan Amount for the applicable Individual PropertyNote, and (ii2) the date of prepayment which shall be not more than three (3) Trading Days from the date of the Optional Prepayment Notice. On the date fixed for prepayment (the “Optional Prepayment Date”), the Borrower shall make payment of the Optional Prepayment Amount (as defined below) to Holder, or upon the Borrowers. (c) All prepayments direction of the Indebtedness made Holder as specified by the Holder in a writing to the Borrower (which shall direction to be sent to Borrower by the Holder at least one (1) business day prior to the Optional Prepayment Date). If the Borrower exercises its right to prepay the Note, the Borrower shall make payment to the Holder of an amount in cash equal to the percentage (“Prepayment Percentage”) as set forth in the table immediately following this paragraph opposite the applicable Prepayment Period, multiplied by the sum of: (w) the then outstanding principal amount of this Note plus (x) accrued and unpaid interest on the unpaid principal amount of this Note to the Optional Prepayment Date plus (y) Default Interest, if any, on the amounts referred to in clauses (w) and (x) plus (z) any amounts owed to the Holder pursuant to Section 1.4 hereof (the “Optional Prepayment Amount”). If the Borrower delivers an Optional Prepayment Notice and fails to pay the Optional Prepayment Amount due to the Holder of the Note within two (2) business days following the Optional Prepayment Date, the Borrower shall forever forfeit its right to prepay the Note pursuant to this Section shall be applied by Lender in accordance with the provisions of Section 2.7 hereof1.7. (d) No Borrower shall be permitted at any time to prepay all or any part of the Loan except as expressly provided in this Section.

Prepayment. (a) Provided no Event Buyer shall pay one hundred per cent (100%) of Default has occurred and is continuing, Borrower may voluntarily prepay the Indebtedness amount specified in full and Seller’s proforma invoice in advance of delivery by not later the date specified in part (i) only on or prior to the day that is two (2) years after the Start-Up Day, and such prepayment Seller’s proforma invoice. Seller’s proforma invoice shall be subject to payment of Prepayment Premium, and (ii) only issued on or after the date which is sixty (60) days prior to the Maturity Date and there shall be no Prepayment Premium or penalty assessed against Borrower by reason of such prepayment; provided, however, that Borrower shall give to Lender at least fifteen (15) days prior written notice of any such prepayment. Any prepayment basis of the Loan shall be made on a Payment Date, and if any such prepayment is not made on a Payment Date, Borrower shall also pay to Lender interest calculated at the Interest Rate that would have accrued on such prepaid Principal Indebtedness through the end of the Interest Accrual Period in which such prepayment occurs. Notwithstanding the foregoing, Permitted Transfers, defeasance in accordance with Section 2.10 and Property Substitutions in accordance with Section 2.14 are not prepaymentsNominated Quantity. (b) Subject to Section 8.40, at any time during If the term amount paid by ▇▇▇▇▇ as prepayment for the Goods is less than the amount due for the quantity of the Loan, if any Borrower is required Goods delivered by Lender Seller to Buyer under the provisions of any Mortgage to prepay the Loan or any portion thereof Contract as set out in the event of damage to or destruction of, or a Taking of any Individual Property, such Borrower relevant Transportation Document ("Delivered Quantity") Buyer shall pay any Insurance Proceeds or Condemnation proceeds in the following manner and order outstanding balance within five (5) days of priority (i) first, to prepay the Loan to the full extent of the Insurance Proceeds or the Condemnation Proceeds, as applicable, to the extent of the Allocated Loan Amount Seller’s invoice for the applicable Individual Property, and (ii) to the Borrowersbalance. (c) All prepayments of If the Indebtedness made pursuant to this Section amount paid by ▇▇▇▇▇ as prepayment for the Goods exceeds the amount due for the Delivered Quantity, the Parties shall mutually agree if (i) such difference between the amounts will be applied by Lender in accordance with the provisions of Section 2.7 hereofto future deliveries under a Contract or otherwise; or (ii) Seller shall reimburse Buyer such difference. (d) No Borrower Should Buyer pay less than 100% of the amount specified in Seller’s invoice according to Article 3.2.1 (a) above, Seller may, but shall not be obliged to, deliver a quantity of the Goods corresponding the actual amount of prepayment received from Buyer. (e) In case of partial prepayment The Buyer shall pay the Goods via the following terms: 5% - 50 % (as specified in the proforma invoice) of the Total Goods Value shall be permitted at paid by the Buyer in advance before the Goods dispatched from Manufacturer but in any time to prepay all or any part case not later than within than 5 Business Days after the date of the Loan except Seller’s proforma invoice, 50 % - 95 % (as expressly provided specified in this Sectionthe proforma invoice) of the Total Goods Value shall be paid by the Buyer after the Goods dispatched from the Place of Shipment but in any case not later than 5 Business Days after date of Bill of Lading issued at the Place of Shipment. In case the Buyer fails to pay the remaining amount of the Total Goods Value within 5 days as specified above, the Seller shall not be liable to deliver the Goods to the Buyer and is entitled to retain the advance payment paid by the Buyer for compensation of the Seller’s expenses and/or losses. Transfer of title and risk shall occur after receiving 100% payment to the Seller's bank account.

Prepayment. (a) Provided Except as set forth in Section 6.01(b) hereof, no Event prepayment of Default has occurred and is continuingthe Debt may be made in whole or in part. (b) At any time, Borrower may voluntarily prepay the Indebtedness Loan, in full and not whole or in part part, as of the last day of an Interest Accrual Period, it being acknowledged that Borrower may prepay the Loan on a day other than the last day of an Interest Accrual Period, provided that Borrower pays all interest which would otherwise be due to Lender through the end of such Interest Accrual Period, in accordance with the following provisions: (i) only on or Lender shall have received from Borrower, not less than thirty (30) days’, nor more than ninety (90) days’, prior written notice specifying the date proposed for such prepayment and the amount which is to the day that is be prepaid (which notice shall be revocable by Borrower up to two (2) years after times during the Start-Up Day, and such prepayment shall be subject to payment term of Prepayment Premium, and the Loan by giving Lender not less than one (ii1) only on or after the date which is sixty (60) days prior to the Maturity Date and there shall be no Prepayment Premium or penalty assessed against Borrower by reason of such prepayment; provided, however, that Borrower shall give to Lender at least fifteen (15) days Business Day prior written notice of any such prepayment. Any prepayment of the Loan revocation, provided that Borrower shall be made on a Payment Dateremain obligated to pay Lender’s costs and expenses including, and if any without limitation, breakage costs incurred by Lender in connection with such prepayment is not made on a Payment Date, revocation). (ii) Borrower shall also pay to Lender all interest calculated at due through and including the Interest Rate that would have accrued on such prepaid Principal Indebtedness through the end last day of the Interest Accrual Period in which such prepayment occurs. Notwithstanding is being made, together with any and all other amounts due and owing pursuant to the foregoingterms of the Note, Permitted Transfers, defeasance in accordance with Section 2.10 and Property Substitutions in accordance with Section 2.14 are not prepaymentsthis Agreement or the other Loan Documents. (biii) Subject Any partial prepayment shall be in a minimum amount not less than $25,000 and shall be in whole multiples of $1,000 in excess thereof. (iv) Any partial prepayment of the Principal Amount, including, without limitation, Unscheduled Payments, shall be applied to Section 8.40the installments of principal last due hereunder and shall not release or relieve Borrower from the obligation to pay the regularly scheduled installments of principal and interest becoming due under the Note. (v) Borrower shall pay to Lender, together with such prepayment and all other amounts due in connection therewith, a non-refundable amount which shall be deemed earned by Lender upon the funding of the Loan and shall not count to or be credited to payment of the Principal Amount, any interest thereon or any other amounts payable under the Note, this Agreement or any of the other Loan Document, equal to .70% of the Principal Amount being repaid if such prepayment occurs prior to the Payment Date occurring in November, 2007 and .50% of the Principal Amount being prepaid if the prepayment occurs on or after the Payment Date occurring in November, 2007 but prior to the Payment occurring in April, 2008. The Loan may be prepaid after the Payment Date occurring in April, 2008 without such additional fee or charge, provided, however, that a portion of the Principal Amount not to exceed $14,438,820 in the aggregate may be prepaid at any time during the term without payment of any sum otherwise due under this clause 6.01(b)(v) and a portion of the LoanPrincipal Amount up to $43,233,000 in the aggregate may be prepaid on or prior to the Payment Date occurring in May, if any Borrower is required by Lender under the provisions 2007 without payment of any Mortgage to prepay sums otherwise due under this clause 6.01(b)(v) if the Loan or any portion thereof in the event of damage to or destruction of, or a Taking of any Individual Property, such Borrower shall pay any Insurance Proceeds or Condemnation proceeds in the following manner and order of priority (i) first, to prepay the Loan to the full extent of the Insurance Proceeds or the Condemnation Proceeds, as applicable, to the extent of the Allocated Loan Amount for the applicable Individual Property, and (ii) to the Borrowers. (c) All prepayments of the Indebtedness made pursuant to this Section shall be applied by Lender in accordance is prepaid with the provisions proceeds of Section 2.7 hereofa fixed rate mortgage loan secured by one or more Cross-collateralized Properties made by Wachovia Bank, National Association. (d) No Borrower shall be permitted at any time to prepay all or any part of the Loan except as expressly provided in this Section.

Prepayment. (a) Provided no Event of Default has occurred The Borrower shall have the right at any time and is continuingfrom time to time to prepay any Standby Borrowing, Borrower may voluntarily prepay in whole or in part, upon giving written or telecopy notice (or telephone notice promptly confirmed by written or telecopy notice) to the Indebtedness in full and not in part Agent: (i) only on or before 10:00 a.m., New York City time, three Business Days prior to prepayment, in the day that is two (2) years after the Start-Up Day, and such prepayment shall be subject to payment case of Prepayment Premium, Eurodollar Loans and (ii) only on or after the date which is sixty (60) days before 10:00 a.m., New York City time, one Business Day prior to prepayment, in the Maturity Date and there shall be no Prepayment Premium or penalty assessed against Borrower by reason case of such prepaymentABR Loans; provided, however, that each partial prepayment shall be in an amount which is an integral multiple of $1,000,000 and not less than $10,000,000. The Borrower shall give not have the right to Lender at least fifteen (15) days prior written notice of prepay any such prepayment. Any prepayment of the Loan shall be made on a Payment Date, and if any such prepayment is not made on a Payment Date, Borrower shall also pay to Lender interest calculated at the Interest Rate that would have accrued on such prepaid Principal Indebtedness through the end of the Interest Accrual Period in which such prepayment occurs. Notwithstanding the foregoing, Permitted Transfers, defeasance in accordance with Section 2.10 and Property Substitutions in accordance with Section 2.14 are not prepaymentsCompetitive Borrowing. (b) Subject On the date of any termination or reduction of the Commitments pursuant to Section 8.402.11, at any time during the term of the Loan, if any Borrower is required by Lender under the provisions of any Mortgage to prepay the Loan or any portion thereof in the event of damage to or destruction of, or a Taking of any Individual Property, such Borrower shall pay any Insurance Proceeds or Condemnation proceeds in the following manner and order of priority (i) first, to prepay the Loan to the full extent so much of the Insurance Proceeds or Standby Borrowings as shall be necessary in order that the Condemnation Proceeds, as applicable, to the extent aggregate principal amount of the Allocated Loan Amount for Competitive Loans and Standby Loans outstanding will not exceed the applicable Individual Property, and (ii) Total Commitment after giving effect to the Borrowerssuch termination or reduction. (c) Each notice of prepayment shall specify the prepayment date and the principal amount of each Borrowing (or portion thereof) to be prepaid, shall be irrevocable and shall commit the Borrower to prepay such Borrowing (or portion thereof) by the amount stated therein on the date stated therein. All prepayments of the Indebtedness made pursuant to under this Section 2.12 shall be applied by Lender in accordance with the provisions of subject to Section 2.7 hereof. (d) No Borrower 2.15 but otherwise without premium or penalty. All prepayments under this Section 2.12 shall be permitted at any time accomplished by accrued interest on the principal amount being prepaid to prepay all or any part the date of the Loan except as expressly provided in this Sectionpayment.

Prepayment. (a) Provided no Event of Default has occurred and is continuing, Borrower may voluntarily prepay the Indebtedness in full and not in part (i) only on or prior to the day that is two (2) years after the Start-Up Day, and such prepayment shall be subject to payment of Prepayment Premium, and (ii) only on or after the date which is sixty (60) days prior to the Maturity Date and there shall be no Prepayment Premium or penalty assessed against Borrower by reason of such prepayment; provided, however, that Borrower shall give to Lender at least fifteen (15) days prior written notice of any such prepayment. Any prepayment of the Loan shall be made on a Payment Date, and if any such prepayment is not made on a Payment Date, Borrower shall also pay to Lender interest calculated at the Interest Rate that would have accrued on such prepaid Principal Indebtedness through the end of the Interest Accrual Period in which such prepayment occurs. Notwithstanding the foregoing, Permitted Transfers, defeasance in accordance with Section 2.10 and Property Substitutions in accordance with Section 2.14 are not prepayments. (b) Subject to Section 8.408.40 and to any contrary requirements of the Ground Lease, at any time during the term of the Loan, if any Borrower is required by Lender under the provisions of any Mortgage to prepay the Loan or any portion thereof in the event of damage to or destruction of, or a Taking of any Individual Property, such Borrower shall pay any Insurance Proceeds or Condemnation proceeds in the following manner and order of priority (i) first, to prepay the Loan to the full extent of the Insurance Proceeds or the Condemnation Proceeds, as applicable, to the extent of the Allocated Loan Amount for the applicable Individual Property, and (ii) to the Borrowers. (c) All prepayments of the Indebtedness made pursuant to this Section shall be applied by Lender in accordance with the provisions of Section 2.7 hereof. (d) No Borrower shall be permitted at any time to prepay all or any part of the Loan except as expressly provided in this Section.

Prepayment. (a) Provided no Event of Default has occurred and is continuing, Borrower may voluntarily prepay the Indebtedness in full and not in part (i) only On at least ten Business Days' prior written notice, the Borrower may prepay on or prior to the day that is two (2) years after the Start-Up Day, and such prepayment shall be subject to payment of Prepayment Premium, and (ii) only on or after the date which is sixty (60) days prior to the Maturity Date and there shall be no Prepayment Premium or penalty assessed against Borrower by reason of such prepayment; provided, however, that Borrower shall give to Lender at least fifteen (15) days prior written specified in its notice of any such prepayment. Any prepayment of the Loan shall be made on a Payment Date, and if any such prepayment is not made on a Payment Date, Borrower shall also pay to Lender interest calculated at the Interest Rate that would have accrued on such prepaid Principal Indebtedness through the end of the Interest Accrual Period in which such prepayment occurs. Notwithstanding the foregoing, Permitted Transfers, defeasance in accordance with Section 2.10 and Property Substitutions in accordance with Section 2.14 are not prepayments. (b) Subject to Section 8.40, at any time during the term of the Loan, if any Borrower is required by Lender under the provisions of any Mortgage to prepay the Loan or any portion thereof in the event of damage to or destruction of, or a Taking of any Individual Property, such Borrower shall pay any Insurance Proceeds or Condemnation proceeds in the following manner and order of priority (i) first, to prepay the Loan to the full extent of the Insurance Proceeds or the Condemnation Proceeds, as applicable, to the extent of the Allocated Loan Amount for the applicable Individual Property, and (ii) to the Borrowers. (c) All prepayments of the Indebtedness made delivered pursuant to this Section 10(f) in whole, or in part, the Notes then outstanding at the principal amount thereof (or portion thereof to be repaid), together with accrued interest thereon to the date of prepayment plus all Break Amount and Additional Costs, if any, and all other amounts due to each Lender hereunder, thereunder and under the other Operative Documents; provided that any partial prepayment shall be in an aggregate original principal amount of at least $5,000,000 and in $1,000,000 multiples thereof, the amount thereof shall be specified in such written notice and such partial prepayment shall be applied by Lender to the remaining installments of the Loan in accordance with the provisions inverse order of Section 2.7 hereofmaturity. The Administrative Agent will give prompt notice to the Lenders of the Borrower's intent to prepay any Note. (dii) No On at least ten Business Days' prior written notice, the Borrower shall prepay on the date specified in its notice of prepayment delivered pursuant to this Section 10(f) the Notes in full, but not in part, together with accrued interest thereon to the date of prepayment plus all Break Amount and Additional Costs, if any, and all other amounts due thereunder and hereunder and under the other Operative Documents to the Lenders upon the occurrence of an Event of Loss with respect to the Aircraft; such prepayment shall, in any event, be no later than the last day permitted at any time to prepay all or any part for such payment under Section 5.01 of the Loan except as expressly provided in Mortgage. The Administrative Agent will give notice of prepayment to the Lenders under this SectionSection 10(f)(ii) promptly. (iii) Any notice of prepayment delivered pursuant to paragraph (i) or (ii) above shall be irrevocable if not revoked within five Business Days of the specified date of payment and shall identify the amount to be prepaid.

Prepayment. (a) Provided Maker shall have no right to prepay all or any part of this Note prior to the date that is the last day of the forty-second (42) month following the date of this Note (the “Lockout Expiration Date”). (b) At any time following the Lockout Expiration Date, Maker shall have the right to prepay the full principal amount of this Note, and all other amounts due under this Note and the other Loan Documents, and all accrued but unpaid interest thereon as of the date of prepayment, provided that (i) Maker gives not less than thirty (30) days’ prior written notice to Holder of Maker’s election to prepay this Note, (ii) Maker pays a prepayment premium to Holder equal to the greater of (A) one percent (1%) of the outstanding principal amount of this Note or (B) the Present Value of this Note (hereinafter defined), less the amount of principal being prepaid, calculated as of the prepayment date and (iii) Maker prepays each of the other Additional Notes (as such term is defined in the Mortgage) and all other amounts due under the Additional Notes and the other Additional Loan Documents (as such term is defined in the Mortgage), and all accrued but unpaid interest thereon as of the date of prepayment. (c) Notwithstanding the provisions of this Section 5, no prepayment premium shall be due (i) in connection with any involuntary prepayment due to the Holder’s application of any insurance proceeds or condemnation awards to the principal balance of the Loan or (ii) if Maker provides additional funds to prepay the Loan in connection with the application of any insurance proceeds or condemnation awards to the principal balance of the Loan following any casualty or condemnation; provided, in any such case, that no Default or Event of Default has occurred and is continuing, Borrower may voluntarily prepay continuing at the Indebtedness in full and not in part (i) only on or prior to the day that is two (2) years after the Start-Up Day, and such prepayment shall be subject to payment of Prepayment Premium, and (ii) only on or after the date which is sixty (60) days prior to the Maturity Date and there shall be no Prepayment Premium or penalty assessed against Borrower by reason time of such prepayment; provided, however, that Borrower shall give to Lender at least fifteen (15) days prior written notice application of any such prepayment. Any prepayment of the Loan shall be made on a Payment Date, and if any such prepayment is not made on a Payment Date, Borrower shall also pay to Lender interest calculated at the Interest Rate that would have accrued on such prepaid Principal Indebtedness through the end of the Interest Accrual Period in which such prepayment occurs. Notwithstanding the foregoing, Permitted Transfers, defeasance in accordance with Section 2.10 and Property Substitutions in accordance with Section 2.14 are not prepayments. (b) Subject to Section 8.40, at any time during the term of the Loan, if any Borrower is required by Lender under the provisions of any Mortgage to prepay the Loan insurance proceeds or any portion thereof in the event of damage to or destruction of, or a Taking of any Individual Property, such Borrower shall pay any Insurance Proceeds or Condemnation proceeds in the following manner and order of priority (i) first, to prepay the Loan to the full extent of the Insurance Proceeds or the Condemnation Proceeds, as applicable, to the extent of the Allocated Loan Amount for the applicable Individual Property, and (ii) to the Borrowers. (c) All prepayments of the Indebtedness made pursuant to this Section shall be applied by Lender in accordance with the provisions of Section 2.7 hereofcondemnation awards. (d) No Borrower Holder shall notify Maker in writing of the amount and basis of determination of the prepayment premium. Holder shall not be obligated to accept any prepayment of the principal balance of this Note unless such prepayment is accompanied by (i) the applicable prepayment premium, (ii) the outstanding principal balance of the Loan, (iii) all accrued interest and other sums due under this Note and all other amounts due under the Loan Documents and (iv) the outstanding principal balance of the Additional Loans (as such term is defined in the Mortgage) all accrued interest and other sums due under the Additional Notes and all other amounts due under the Additional Loan Documents. Maker may not prepay the Loan on a Friday, nor on any public holiday or the equivalent for banks generally under the laws of the State of New York or on any day preceding a public holiday, or the equivalent for banks generally under the laws of the State of New York. (e) Except for making payments of Net Operating Income as required above, and except for the application of insurance proceeds or condemnation awards to the principal balance of this Note, as provided in the Mortgage (hereinafter defined), in no event shall Maker be permitted to make any partial prepayments of this Note. (f) If Holder accelerates this Note for any reason, then in addition to Maker’s obligation to pay the then outstanding principal balance of this Note and all accrued but unpaid interest thereon, Maker shall pay an additional amount equal to the prepayment premium that would be due to Holder if Maker were voluntarily prepaying this Note at any the time that such acceleration occurred, or if under the terms hereof no voluntary prepayment would be permissible on the date of such acceleration, Maker shall pay a prepayment premium equal to prepay all or any part 150% of the Loan except as expressly provided highest prepayment premium set forth in this SectionNote, calculated as of the date of such acceleration as if prepayment were permitted on such date. (g) For the purposes of the foregoing:

Prepayment. (a) Provided no Event of Default has occurred and is continuing, Borrower may voluntarily prepay During the Indebtedness in full and not in part first thirty (i30) only on or prior to the day that is two (2) years after the Start-Up Day, and such prepayment shall be subject to payment of Prepayment Premium, and (ii) only on or months after the date which is sixty (60) days prior to the Maturity Date and there of this Note, Maker shall be have no Prepayment Premium or penalty assessed against Borrower by reason of such prepayment; provided, however, that Borrower shall give to Lender at least fifteen (15) days prior written notice of any such prepayment. Any prepayment of the Loan shall be made on a Payment Date, and if any such prepayment is not made on a Payment Date, Borrower shall also pay to Lender interest calculated at the Interest Rate that would have accrued on such prepaid Principal Indebtedness through the end of the Interest Accrual Period in which such prepayment occurs. Notwithstanding the foregoing, Permitted Transfers, defeasance in accordance with Section 2.10 and Property Substitutions in accordance with Section 2.14 are not prepayments. (b) Subject to Section 8.40, at any time during the term of the Loan, if any Borrower is required by Lender under the provisions of any Mortgage to prepay the Loan or any portion thereof in the event of damage to or destruction of, or a Taking of any Individual Property, such Borrower shall pay any Insurance Proceeds or Condemnation proceeds in the following manner and order of priority (i) first, to prepay the Loan to the full extent of the Insurance Proceeds or the Condemnation Proceeds, as applicable, to the extent of the Allocated Loan Amount for the applicable Individual Property, and (ii) to the Borrowers. (c) All prepayments of the Indebtedness made pursuant to this Section shall be applied by Lender in accordance with the provisions of Section 2.7 hereof. (d) No Borrower shall be permitted at any time right to prepay all or any part of this Note. (b) At any time after the date that is thirty (30) months following the date of this Note, Maker shall have the right to prepay the full principal amount of this Note and all accrued but unpaid interest hereon as of the date of prepayment, provided that (i) Maker gives not less than thirty (30) days' prior written notice to Holder of Maker's election to prepay this Note, and (ii) Maker pays a prepayment premium to Holder equal to the greater of (A) one percent (1%) of the outstanding principal amount of this Note or (B) the Present Value of this Note (hereinafter defined), less the amount of principal being prepaid, calculated as of the prepayment date. (c) Holder shall notify Maker of the amount and basis of determination of the prepayment premium. Holder shall not be obligated to accept any prepayment of the principal balance of this Note unless such prepayment is accompanied by the applicable prepayment premium and all accrued interest and other sums due under this Note. Maker may not prepay the Loan except on a Friday or on any day preceding a public holiday, or the equivalent for banks generally under the laws of the State in which the Property (hereinafter defined) is located (the "State"). (d) Except for (i) the application of all or any portion of an Additional Principal Payment to the principal balance of this Note in connection with a "Permitted Release" (as expressly such term is defined in the Loan and Partial Release Agreement of even date herewith by and between Holder and Maker (the "Loan Agreement")), (ii) payments of Net Operating Income, as required above, and (iii) the application of insurance proceeds or condemnation awards to the principal balance of this Note, as provided in the Mortgage (hereinafter defined), in no event shall Maker be permitted to make any partial prepayments of this SectionNote. (e) If Holder accelerates this Note for any reason, then in addition to Maker's obligation to pay the then outstanding principal balance of this Note and all accrued but unpaid interest thereon, Maker shall pay an additional amount equal to the prepayment premium that would be due to Holder if Maker were voluntarily prepaying this Note at the time that such acceleration occurred, or if under the terms hereof no voluntary prepayment would be permissible on the date of such acceleration, Maker shall pay a prepayment premium calculated as set forth in the Mortgage. (f) For the purposes of the foregoing: (i) The "Present Value of this Note" with respect to any prepayment of this Note, as of any date, shall be determined by discounting all scheduled payments of principal and interest remaining to maturity of this Note, attributed to the amount being prepaid, at the Discount Rate. If prepayment occurs on a date other than a regularly scheduled payment date, the actual number of days remaining from the prepayment date to the next regularly scheduled payment date will be used to discount within such period; (ii) The "Discount Rate" is the rate which, when compounded monthly, is equivalent to the Treasury Rate, when compounded semi-annually;

Prepayment. (a) Provided no Event of Default has occurred and is continuing, Borrower may voluntarily prepay During the Indebtedness in full and not in part first thirty (i30) only on or prior to the day that is two (2) years after the Start-Up Day, and such prepayment shall be subject to payment of Prepayment Premium, and (ii) only on or months after the date which is sixty (60) days prior to the Maturity Date and there of this Note, Maker shall be have no Prepayment Premium or penalty assessed against Borrower by reason of such prepayment; provided, however, that Borrower shall give to Lender at least fifteen (15) days prior written notice of any such prepayment. Any prepayment of the Loan shall be made on a Payment Date, and if any such prepayment is not made on a Payment Date, Borrower shall also pay to Lender interest calculated at the Interest Rate that would have accrued on such prepaid Principal Indebtedness through the end of the Interest Accrual Period in which such prepayment occurs. Notwithstanding the foregoing, Permitted Transfers, defeasance in accordance with Section 2.10 and Property Substitutions in accordance with Section 2.14 are not prepayments. (b) Subject to Section 8.40, at any time during the term of the Loan, if any Borrower is required by Lender under the provisions of any Mortgage to prepay the Loan or any portion thereof in the event of damage to or destruction of, or a Taking of any Individual Property, such Borrower shall pay any Insurance Proceeds or Condemnation proceeds in the following manner and order of priority (i) first, to prepay the Loan to the full extent of the Insurance Proceeds or the Condemnation Proceeds, as applicable, to the extent of the Allocated Loan Amount for the applicable Individual Property, and (ii) to the Borrowers. (c) All prepayments of the Indebtedness made pursuant to this Section shall be applied by Lender in accordance with the provisions of Section 2.7 hereof. (d) No Borrower shall be permitted at any time right to prepay all or any part of this Note. (b) At any time after the date that is thirty (30) months following the date of this Note, Maker shall have the right to prepay the full principal amount of this Note and all accrued but unpaid interest hereon as of the date of prepayment, provided that (i) Maker gives not less than thirty (30) days' prior written notice to Holder of Maker's election to prepay this Note, and (ii) Maker pays a prepayment premium to Holder equal to the greater of (A) one percent (1%) of the outstanding principal amount of this Note or (B) the Present Value of this Note (hereinafter defined), less the amount of principal being prepaid, calculated as of the prepayment date. (c) Holder shall notify Maker of the amount and basis of determination of the prepayment premium. Holder shall not be obligated to accept any prepayment of the principal balance of this Note unless such prepayment is accompanied by the applicable prepayment premium and all accrued interest and other sums due under this Note. Maker may not prepay the Loan except on a Friday or on any day preceding a public holiday, or the equivalent for banks generally under the laws of the State in which the Property (hereinafter defined) is located (the "State"). (d) Except for (i) the application of all or any portion of an Additional Principal Payment to the principal balance of this Note in connection with a "Permitted Release" (as expressly such term is defined in the Loan and Partial Release Agreement of even date herewith by and between Holder and Maker (the "Loan Agreement")), (ii) payments of Net Operating Income, as required above, and (iii) the application of insurance proceeds or condemnation awards to the principal balance of this Note, as provided in the Deed to Secure Debt (hereinafter defined), in no event shall Maker be permitted to make any partial prepayments of this SectionNote. (e) If Holder accelerates this Note for any reason, then in addition to Maker's obligation to pay the then outstanding principal balance of this Note and all accrued but unpaid interest thereon, Maker shall pay an additional amount equal to the prepayment premium that would be due to Holder if Maker were voluntarily prepaying this Note at the time that such acceleration occurred, or if under the terms hereof no voluntary prepayment would be permissible on the date of such acceleration, Maker shall pay a prepayment premium calculated as set forth in the Deed to Secure Debt. (f) For the purposes of the foregoing: (i) The "Present Value of this Note" with respect to any prepayment of this Note, as of any date, shall be determined by discounting all scheduled payments of principal and interest remaining to maturity of this Note, attributed to the amount being prepaid, at the Discount Rate. If prepayment occurs on a date other than a regularly scheduled payment date, the actual number of days remaining from the prepayment date to the next regularly scheduled payment date will be used to discount within such period; (ii) The "Discount Rate" is the rate which, when compounded monthly, is equivalent to the Treasury Rate, when compounded semi-annually;

Prepayment. Notwithstanding the foregoing, so long as Borrower has not received a Lender Conversion Notice (aas defined below) Provided or a Redemption Notice (as defined below) from Lender where the applicable Conversion Shares have not yet been delivered and so long as no Event of Default has occurred since the Effective Date (whether declared by Lender or undeclared and is continuingregardless of whether or not cured), then Borrower may voluntarily shall have the right, exercisable on not less than five (5) Trading Days prior written notice to Lender to prepay the Indebtedness Outstanding Balance of this Note, in full full, in accordance with this Section 1.2. Any notice of prepayment hereunder (an “Optional Prepayment Notice”) shall be delivered to Lender at its registered address and not in part shall state: (i) only on or prior that Borrower is exercising its right to the day that is two (2) years after the Start-Up Day, and such prepayment shall be subject to payment of Prepayment Premiumprepay this Note, and (ii) only on or after the date of prepayment, which is sixty shall be not less than five (605) days Trading Days from the date of the Optional Prepayment Notice. On the date fixed for prepayment (the “Optional Prepayment Date”), Borrower shall make payment of the Optional Prepayment Amount (as defined below) to or upon the order of Lender as may be specified by Lender in writing to Borrower. If Borrower exercises its right to prepay this Note, Borrower shall make payment to Lender of an amount in cash equal to 110% (the “Prepayment Premium”) multiplied by the then Outstanding Balance of this Note (the “Optional Prepayment Amount”). In the event Borrower delivers the Optional Prepayment Amount to Lender prior to the Maturity Optional Prepayment Date or without delivering an Optional Prepayment Notice to Lender as set forth herein without Lender’s prior written consent, the Optional Prepayment Amount shall not be deemed to have been paid to Lender until the Optional Prepayment Date. Moreover, in such event the Optional Prepayment Liquidated Damages Amount will automatically be added to the Outstanding Balance of this Note on the day Borrower delivers the Optional Prepayment Amount to Lender. In the event Borrower delivers the Optional Prepayment Amount without an Optional Prepayment Notice, then the Optional Prepayment Date will be deemed to be the date that is five (5) Trading Days from the date that the Optional Prepayment Amount was delivered to Lender and there Lender shall be no entitled to exercise its conversion rights set forth herein during such five (5) day period. In addition, if Borrower delivers an Optional Prepayment Premium or penalty assessed against Borrower by reason of such prepayment; provided, however, that Borrower shall give Notice and fails to pay the Optional Prepayment Amount due to Lender at least fifteen within two (152) days prior written notice of any such prepayment. Any prepayment of Trading Days following the Loan shall be made on a Payment Date, and if any such prepayment is not made on a Payment Optional Prepayment Date, Borrower shall also pay to Lender interest calculated at the Interest Rate that would have accrued on such prepaid Principal Indebtedness through the end of the Interest Accrual Period in which such prepayment occurs. Notwithstanding the foregoing, Permitted Transfers, defeasance in accordance with Section 2.10 and Property Substitutions in accordance with Section 2.14 are not prepayments. (b) Subject to Section 8.40, at any time during the term of the Loan, if any Borrower is required by Lender under the provisions of any Mortgage forever forfeit its right to prepay the Loan or any portion thereof in the event of damage to or destruction of, or a Taking of any Individual Property, such Borrower shall pay any Insurance Proceeds or Condemnation proceeds in the following manner and order of priority (i) first, to prepay the Loan to the full extent of the Insurance Proceeds or the Condemnation Proceeds, as applicable, to the extent of the Allocated Loan Amount for the applicable Individual Property, and (ii) to the Borrowersthis Note. (c) All prepayments of the Indebtedness made pursuant to this Section shall be applied by Lender in accordance with the provisions of Section 2.7 hereof. (d) No Borrower shall be permitted at any time to prepay all or any part of the Loan except as expressly provided in this Section.

Prepayment. Except as otherwise expressly stated in Articles 2 and 3 hereof, upon not less than thirty (a30) Provided no Event of Default has occurred and is continuingdays prior notice to Lender, Borrower may voluntarily prepay the Indebtedness Loan and any other amounts then due and payable under this Agreement and other Loan Documents in full and whole but not in part part, upon payment of a prepayment fee (the “Prepayment Fee”) equal to, as applicable, (i) only on or for any Prepayment Date occurring prior to the day that is two Seventh (27th) years after Loan Year, the Start-Up DayYield Maintenance Amount, and such prepayment shall be subject to payment of Prepayment Premium, and (ii) only for any Prepayment Date occurring on or after the date which is sixty set forth in clause (60i) days above, but prior to the Maturity eighth (8th) Loan Year, two percent (2.0%) of the amount of Principal Balance being prepaid on such Prepayment Date; and (iii) for any Prepayment Date occurring on or after the date set forth in clause (ii) above, but prior to the ninth (9th) Loan Year, one percent (1.0%) of the amount of Principal Balance being prepaid on such Prepayment Date. Thereafter, upon not less than thirty (30) days’ prior notice to Lender, Borrower may prepay the Loan and there any other amounts then due and payable under this Agreement and other Loan Documents in whole but not in part, without Prepayment Fee. The Prepayment Fee shall be no Prepayment Premium due and payable upon any acceleration or penalty assessed against Borrower by reason of such prepayment; provided, however, that Borrower shall give to Lender at least fifteen (15) days prior written notice of any such prepayment. Any prepayment of the Loan, whether voluntary, involuntary, as a result of, or otherwise in connection with, a Creditors’ Rights Law proceeding or upon occurrence of an Event of Default, and Lender shall not be obligated to accept any prepayment unless it is accompanied by all accrued interest due under the Loan Documents and all other Obligations of Borrower due under the Loan Documents, together with an amount equal to the applicable Prepayment Fee. Such amounts may be applied by Lender in such order and priority as Lender shall be made determine. The parties hereto acknowledge and agree that the damages that ▇▇▇▇▇▇ would suffer as a result of the Loan being prepaid are difficult or impossible to ascertain and, therefore, agree that the aforesaid Prepayment Fee is a reasonable approximation of such damages and does not constitute a penalty. ▇▇▇▇▇▇ is not obligated hereunder or under any of the other Loan Documents to re-advance to Borrower any sums prepaid by ▇▇▇▇▇▇▇▇, whether prepaid voluntarily or involuntarily. If for any reason Borrower prepays the Loan on a Payment Date, and if any such prepayment is not made on date other than a Payment Date, Borrower shall also pay to Lender Lender, in addition to any other amounts required under this Section 2.3(d), all interest calculated at the Interest Rate that which would have accrued on such prepaid Principal Indebtedness through the end of prepayment amount from the Interest Accrual Period in which such prepayment occurs. Notwithstanding Prepayment Date until (but not including) the foregoing, Permitted Transfers, defeasance in accordance with Section 2.10 and Property Substitutions in accordance with Section 2.14 are not prepaymentsnext succeeding Payment Date. (b) Subject to Section 8.40, at any time during the term of the Loan, if any Borrower is required by Lender under the provisions of any Mortgage to prepay the Loan or any portion thereof in the event of damage to or destruction of, or a Taking of any Individual Property, such Borrower shall pay any Insurance Proceeds or Condemnation proceeds in the following manner and order of priority (i) first, to prepay the Loan to the full extent of the Insurance Proceeds or the Condemnation Proceeds, as applicable, to the extent of the Allocated Loan Amount for the applicable Individual Property, and (ii) to the Borrowers. (c) All prepayments of the Indebtedness made pursuant to this Section shall be applied by Lender in accordance with the provisions of Section 2.7 hereof. (d) No Borrower shall be permitted at any time to prepay all or any part of the Loan except as expressly provided in this Section.

Prepayment. (a) Provided no Event of Default has occurred and is continuing, Borrower may voluntarily prepay the Indebtedness in full and not in part (i) only on or prior to the day that is two (2) years after the Start-Up Day, and such prepayment shall be subject to payment of Prepayment Premium, and (ii) only on or after the date which is sixty (60) days prior to the Maturity Date and there shall be no Prepayment Premium or penalty assessed against Borrower by reason of such prepayment; provided, however, that Borrower shall give to Lender at least fifteen (15) days prior written notice of any such prepayment. Any prepayment of the Loan shall be made on a Payment Date, and if any such prepayment is not made on a Payment Date, Borrower shall also pay to Lender interest calculated at the Interest Rate that would have accrued on such prepaid Principal Indebtedness through the end of the Interest Accrual Period in which such prepayment occurs. Notwithstanding the foregoing, Permitted Transfers, defeasance in accordance with Section 2.10 and Property Substitutions in accordance with Section 2.14 are not prepayments. (b) Subject to Section 8.40, at any time during the term of the Loan, if any Borrower is required by Lender under the provisions of any Mortgage to prepay the Loan or any portion thereof in the event of damage to or destruction of, or a Taking of any Individual Property, such Borrower shall pay any Insurance Proceeds or Condemnation proceeds in the following manner and order of priority (i) first, to prepay the Loan to the full extent of the Insurance Proceeds or the Condemnation Proceeds, as applicable, to the extent of the Allocated Loan Amount for the applicable Individual Property, and (ii) to the Borrowers. (c) All prepayments of the Indebtedness made pursuant to this Section shall be applied by Lender in accordance with the provisions of Section 2.7 hereof. (d) No Borrower shall be permitted at any time no right to prepay all or any part of this Note before the date (the “Lockout Expiration Date”) that is forty-eight (48) calendar months from and after the first day immediately following the Stub Interest Period. (b) At any time on or after the Lockout Expiration Date, Borrower shall have the right to prepay the full principal amount of this Note and all accrued but unpaid interest hereon as of the date of prepayment, provided that (i) Borrower gives not less than thirty (30) days’ prior written notice to Lender of Borrower’s election to prepay this Note, (ii) Borrower pays a prepayment premium to Lender equal to the greater of (A) one percent (1%) of the outstanding principal amount of this Note or (B) the Present Value of this Note (hereinafter defined), less the amount of principal being prepaid, calculated as of the prepayment date, and (iii) Borrower simultaneously pays the full principal amounts of the Other Note, together with all accrued but unpaid interest thereon as of the date of prepayment, together with any prepayment premium payable with respect to the Other Note. (c) Lender shall notify Borrower of the amount and basis of determination of the prepayment premium. Lender shall not be obligated to accept any prepayment of the principal balance of this Note unless such prepayment is accompanied by the applicable prepayment premium and all accrued interest and other sums due under this Note. Borrower may not prepay the Loan except on a Friday, or on any day preceding a public holiday, or the equivalent for banks generally under the laws of the Commonwealth of Pennsylvania (the “Commonwealth”), or on any day that is not a Business Day (hereinafter defined). (d) Except for the application of insurance proceeds or condemnation awards to the principal balance of this Note, as expressly provided in the Security Instrument (hereinafter defined), in no event shall Borrower be permitted to make any partial prepayments of this SectionNote. (e) If Lender accelerates this Note for any reason, then in addition to Borrower’s obligation to pay the then outstanding principal balance of this Note and all accrued but unpaid interest thereon, Borrower shall pay an additional amount equal to the prepayment premium that would be due to Lender if Borrower were voluntarily prepaying this Note at the time that such acceleration occurred, or if under the terms hereof no voluntary prepayment would be permissible on the date of such acceleration, Borrower shall pay a prepayment premium calculated as set forth in the Security Instrument. (f) For the purposes of the foregoing:

Prepayment. (a) Provided no Event The Borrower shall have the right at any time and from time to time to prepay any Borrowing, in whole or in part, upon at least three Business Days' prior written or fax notice (or telephone notice promptly confirmed by written or fax notice) in the case of Default has occurred and is continuingEurodollar Loans, Borrower may voluntarily prepay or written or fax notice (or telephone notice promptly confirmed by written or fax notice) on the Indebtedness Business Day of prepayment in full and not in part (i) only on or prior the case of ABR Loans, to the day Administrative Agent before 1:00 p.m., New York City time; PROVIDED, HOWEVER, that is two (2) years after the Start-Up Day, and such each partial prepayment shall be subject to payment in an amount that is an integral multiple of Prepayment Premium, $1,000,000 and (ii) only on or after the date which is sixty (60) days prior to the Maturity Date and there shall be no Prepayment Premium or penalty assessed against Borrower by reason of such prepayment; provided, however, that Borrower shall give to Lender at least fifteen (15) days prior written notice of any such prepayment. Any prepayment of the Loan shall be made on a Payment Date, and if any such prepayment is not made on a Payment Date, Borrower shall also pay to Lender interest calculated at the Interest Rate that would have accrued on such prepaid Principal Indebtedness through the end of the Interest Accrual Period in which such prepayment occurs. Notwithstanding the foregoing, Permitted Transfers, defeasance in accordance with Section 2.10 and Property Substitutions in accordance with Section 2.14 are not prepaymentsless than $5,000,000. (b) Subject to Section 8.40Optional prepayments of Term Loans shall be allocated pro rata among the then outstanding Tranche A Term Loans, at any time during the term of the LoanTranche B Term Loans and Other Term Loans and applied, if any Borrower is required by Lender under the provisions of any Mortgage to prepay the Loan or any portion thereof in the event of damage to or destruction of, or a Taking of any Individual Property, such Borrower shall pay any Insurance Proceeds or Condemnation proceeds in the following manner and order of priority (i) first, to prepay the Loan to the full extent scheduled installments of principal due in respect of the Insurance Proceeds or Tranche A Term Loans, Tranche B Terms Loans and Other Term Loans within the Condemnation Proceeds12 months following such prepayment, as applicable, to then pro rata against the extent remaining scheduled installments of principal due in respect of the Allocated Loan Amount for the applicable Individual PropertyTranche A Term Loans, Tranche B Term Loans and Other Term Loans under Sections 2.11(a)(i), (ii) to the Borrowersand (iii), respectively. (c) Each notice of prepayment shall specify the prepayment date and the principal amount of each Borrowing (or portion thereof) to be prepaid, shall be irrevocable and shall commit the Borrower to prepay such Borrowing by the amount stated therein on the date stated therein. All prepayments of the Indebtedness made pursuant to under this Section 2.12 shall be applied subject to Section 2.16 but otherwise without premium or penalty, except as provided in paragraph (d) below. All prepayments under this Section 2.12 shall be accompanied by Lender in accordance with accrued and unpaid interest on the provisions principal amount to be prepaid to but excluding the date of Section 2.7 hereofpayment. (d) No Borrower shall be permitted Any optional prepayment of Tranche B Term Loans made at any time (i) from the Closing Date to prepay all or any part and including the first anniversary thereof will be in an amount equal to 102% of the Loan except as expressly provided principal amount of such Loans prepaid, (ii) after the first anniversary of the Closing Date to and including the second anniversary of the Closing Date will be in this Sectionan amount equal to 101% of the principal amount of such Loans prepaid and (iii) after the second anniversary of the Closing Date will be in an amount equal to 100% of the principal amount of such Loans prepaid.

Prepayment. (a) Provided no Event The Borrower shall have the right at any time and from time to time to prepay any Borrowing, in whole or in part, upon at least three Business Days' prior written or fax notice (or telephone notice promptly confirmed by written or fax notice) in the case of Default has occurred and is continuingEurodollar Loans, Borrower may voluntarily prepay or written or fax notice (or telephone notice promptly confirmed by written or fax notice) on the Indebtedness Business Day of prepayment in full and not in part (i) only on or prior the case of ABR Loans, to the day that is two (2) years after the Start-Up DayAdministrative Agent before 1:00 p.m., and such prepayment shall be subject to payment of Prepayment Premium, and (ii) only on or after the date which is sixty (60) days prior to the Maturity Date and there shall be no Prepayment Premium or penalty assessed against Borrower by reason of such prepaymentNew York City time; provided, however, that Borrower shall give to Lender at least fifteen (15) days prior written notice of any such prepayment. Any each partial prepayment of the Loan shall be made on a Payment Date, in an amount that is an integral multiple of $1,000,000 and if any such prepayment is not made on a Payment Date, Borrower shall also pay to Lender interest calculated at the Interest Rate that would have accrued on such prepaid Principal Indebtedness through the end of the Interest Accrual Period in which such prepayment occurs. Notwithstanding the foregoing, Permitted Transfers, defeasance in accordance with Section 2.10 and Property Substitutions in accordance with Section 2.14 are not prepaymentsless than $5,000,000. (b) Subject to Section 8.40Optional prepayments of Term Loans shall be allocated pro rata among the then outstanding Tranche A Term Loans, at any time during the term of the LoanTranche B Term Loans and Other Term Loans and applied, if any Borrower is required by Lender under the provisions of any Mortgage to prepay the Loan or any portion thereof in the event of damage to or destruction of, or a Taking of any Individual Property, such Borrower shall pay any Insurance Proceeds or Condemnation proceeds in the following manner and order of priority (i) first, to prepay the Loan to the full extent scheduled installments of principal due in respect of the Insurance Proceeds or Tranche A Term Loans, Tranche B Terms Loans and Other Term Loans within the Condemnation Proceeds12 months following such prepayment, as applicable, to then pro rata against the extent remaining scheduled installments of principal due in respect of the Allocated Loan Amount for the applicable Individual PropertyTranche A Term Loans, Tranche B Term Loans and Other Term Loans under Sections 2.11(a)(i), (ii) to the Borrowersand (iii), respectively. (c) Each notice of prepayment shall specify the prepayment date and the principal amount of each Borrowing (or portion thereof) to be prepaid, shall be irrevocable and shall commit the Borrower to prepay such Borrowing by the amount stated therein on the date stated therein. All prepayments of the Indebtedness made pursuant to under this Section 2.12 shall be applied subject to Section 2.16 but otherwise without premium or penalty, except as provided in paragraph (d) below. All prepayments under this Section 2.12 shall be accompanied by Lender in accordance with accrued and unpaid interest on the provisions principal amount to be prepaid to but excluding the date of Section 2.7 hereofpayment. (d) No Borrower shall be permitted Any optional prepayment of Tranche B Term Loans made at any time (i) from the Closing Date to prepay all or any part and including the first anniversary thereof will be in an amount equal to 102% of the Loan except as expressly provided principal amount of such Loans prepaid, (ii) after the first anniversary of the Closing Date to and including the second anniversary of the Closing Date will be in this Sectionan amount equal to 101% of the principal amount of such Loans prepaid and (iii) after the second anniversary of the Closing Date will be in an amount equal to 100% of the principal amount of such Loans prepaid.

Prepayment. (a) Provided Other than as set forth in Section 8 hereof, Maker shall have no Event right to prepay all or any portion of Default has occurred the Loan during the period commencing on the date hereof to but not including the Monthly Payment Date which is three (3) months prior to the Maturity Date (the “Open Date”). From and is continuingafter the Open Date, Borrower the Loan may voluntarily prepay the Indebtedness be prepaid in full and whole, but not in part part, at any time, together with accrued interest to the date of such prepayment on the principal amount prepaid, without penalty or premium, provided that if a prepayment is made otherwise than on a Monthly Payment Date, Maker shall pay interest to and including the last day of the calendar month in which the Prepayment Date occurs on the amount prepaid. Any such prepayment shall be subject, in each case, to the satisfaction of the condition precedent that Maker shall provide not less than thirty (30) days’ prior written notice to Payee specifying the Monthly Payment Date (or, if applicable, any other date) on which such prepayment is to occur and indicating the principal amount of this Note to be so prepaid. Except as set forth above, this Note may not be prepaid prior to the Maturity Date; provided, however, at any time after the date which is the earlier of (i) only on or prior to the day that is two (2) years after the Start-Up DayLoan is securitized, and such prepayment shall be subject to payment of Prepayment Premium, and or (ii) only on or three (3) years after the date which closing of the Loan and is sixty at least three (603) days months prior to the Maturity Date Date, Maker shall have the right and there option to release the Property (as defined in the Deed of Trust) from the lien of the Deed of Trust in accordance with the terms and provisions set forth in Section 69 of the Deed of Trust. (b) Notwithstanding anything herein to the contrary, no prepayment consideration shall be no Prepayment Premium due in the event that Payee elects to apply the proceeds of a condemnation award or penalty assessed against Borrower by reason insurance settlement on the Property towards the reduction of such prepayment; providedthe principal balance of this Note pursuant to the terms of the Deed of Trust. At Payee’s option, however(i) the monthly payments of principal and interest on the Loan shall be reduced to an amount which would amortize the reduced outstanding principal balance of the Loan over the remaining amortization term, that Borrower or (ii) the monthly payments of principal and interest shall give not be modified and the partial prepayment shall be applied to Lender at least fifteen (15the payments of principal otherwise due on the remaining monthly payment date(s) days prior written notice in inverse order of any such prepayment. Any prepayment maturity, and the term of the Loan shall be made on a Payment Date, and if any such prepayment is not made on a Payment Date, Borrower shall also pay to Lender interest calculated at the Interest Rate that would have accrued on such prepaid Principal Indebtedness through the end of the Interest Accrual Period in which such prepayment occurs. Notwithstanding the foregoing, Permitted Transfers, defeasance in accordance with Section 2.10 and Property Substitutions in accordance with Section 2.14 are not prepayments. (b) Subject to Section 8.40, at any time during the term of the Loanreduced, if any Borrower is required by Lender under the provisions of any Mortgage to prepay the Loan or any portion thereof in the event of damage to or destruction of, or a Taking of any Individual Property, such Borrower shall pay any Insurance Proceeds or Condemnation proceeds in the following manner and order of priority (i) firstnecessary, to prepay reflect the actual Loan to amortization schedule as modified by the full extent application of the Insurance Proceeds or the Condemnation Proceeds, as applicable, to the extent of the Allocated Loan Amount for the applicable Individual Property, and this clause (ii) to the Borrowers). (c) All prepayments of the Indebtedness made pursuant to this Section shall be applied by Lender in accordance with the provisions of Section 2.7 hereof. (d) No Borrower shall be permitted at any time to prepay all or any part of the Loan except as expressly provided in this Section.

Prepayment. (a) Provided that no Event of Default has occurred and is continuingcontinuing hereunder, Borrower Borrowers may voluntarily prepay the Indebtedness in full and not (or in part (isolely in connection with the consummation of a Partial Release) only on or prior to the day that is two (2) years at any time after the Start-Up DayJune 11, and such prepayment shall be subject to payment of Prepayment Premium2008, and (ii) only on or after the date which is sixty (60) days prior to the Maturity Date and there shall be no Prepayment Premium or penalty assessed against Borrower by reason of such prepayment; provided, however, that Borrower shall give to Lender at least fifteen (15) days prior written notice of any such prepayment. Any prepayment of time after the Loan shall be made on a Payment Closing Date, Borrowers may prepay the Indebtedness without penalty in part solely in connection with the consummation of a Partial Release of Sheraton Iowa City and/or Marriott Trumbull in the event of a sale of such hotel(s) to an unaffiliated third party in an arm’s length transaction and if in accordance with Section 2.15. In the event that any such prepayment in the preceding sentence is not made on a Payment Date, Borrower simultaneously therewith, the Borrowers shall also pay to Lender all interest calculated at the Interest Rate that would have accrued on such the amount of the Loan prepaid Principal Indebtedness through and including the end last day of the Interest Accrual Period in during which such prepayment occurs. Notwithstanding the foregoing, Permitted Transfers, defeasance in accordance with Section 2.10 and Property Substitutions in accordance with Section 2.14 are not prepayments. (b) Subject to Section 8.40, at At any time during the term of the Loan, if any Borrower is required by Lender under the provisions of any Mortgage to prepay the Loan or any portion thereof in the event of damage to or destruction of, or a Taking of any Individual Property, such Borrower shall pay any Insurance Proceeds or Condemnation proceeds in the following manner and order of priority (i) first, to prepay the Loan to the full extent of the Insurance Proceeds or the Condemnation Proceeds, as applicable, to the extent of the Allocated Loan Amount for the applicable Individual PropertyProperty without penalty together with interest through the end of the Interest Accrual Period, and (ii) to the Borrowers. (c) All prepayments of the Indebtedness made pursuant to this Section shall be applied by Lender in accordance with the provisions of Section 2.7 hereof. (d) No Borrower shall be permitted at any time to prepay all or any part of the Loan except as expressly provided in this Section. (e) No prepayment shall be permitted after 12:00 noon, New York City time, or on the 12th calendar day of a month unless such day is the second LIBOR Business Day prior to the 15th day of such month.

Prepayment. (a) Provided no Event The unpaid Principal balance of Default has occurred this Note, together with all accrued and is continuingunpaid Interest, Borrower may voluntarily prepay at the Indebtedness Company's option be prepaid in full and not whole or in part part, at any time or from time to time upon fifteen (i15) only on or days' prior written notice to the day that is two (2) years after Holder stating the Start-Up Day, Principal amount to be prepaid and the date on which such prepayment shall be subject to payment of Prepayment Premium, and (ii) only on or after the date which is sixty (60) days prior to the Maturity Date and there shall be no Prepayment Premium or penalty assessed against Borrower by reason of such prepayment; provided, however, that Borrower shall give to Lender at least fifteen (15) days prior written notice of any such prepayment. Any prepayment of the Loan shall be made on a Payment Date, and if any such prepayment is not made on a Payment Date, Borrower shall also pay to Lender interest calculated at the Interest Rate that would have accrued on such prepaid Principal Indebtedness through the end of the Interest Accrual Period in which such prepayment occurs. Notwithstanding the foregoing, Permitted Transfers, defeasance in accordance with Section 2.10 and Property Substitutions in accordance with Section 2.14 are not prepaymentsmade. (b) Subject to Section 8.40, Within five (5) business days after the Company's receipt of any Equity Proceeds at any time during or from time to time, the term Company shall be required to make a prepayment of the Loan, if any Borrower is required by Lender Principal under the provisions of any Mortgage this Note in an amount equal to prepay the Loan or any portion thereof in the event of damage to or destruction of, or a Taking of any Individual Property, such Borrower shall pay any Insurance Proceeds or Condemnation proceeds in the following manner and order of priority (i) first, to prepay the Loan to the full extent one-half of the Insurance Proceeds or the Condemnation such Equity Proceeds, as applicable, to the extent of the Allocated Loan Amount for the applicable Individual Property, and multiplied by (ii) to a fraction, the Borrowersnumerator of which shall be the Principal balance of this Note as of the date of such prepayment, and the denominator of which shall be the aggregate principal balance of all outstanding Notes as of the date of such prepayment. (c) All prepayments Within forty-five (45) days after the close of each fiscal quarter (60 days in the case of the Indebtedness made last fiscal quarter of each fiscal year) commencing with the fiscal quarter ending December 31, 2005, the Company shall be required to make a prepayment of Principal under this Note in an amount equal to (i) one-half of the positive Excess Cash Flow (if any) for such fiscal quarter, multiplied by (ii) a fraction, the numerator of which shall be the Principal balance of this Note as of the close of such fiscal quarter, and the denominator of which shall be the aggregate principal balance of all outstanding Notes as of the close of such fiscal quarter issued pursuant to this Section shall be applied by Lender in accordance with the provisions of Section 2.7 hereofPurchase Agreement. (d) No Borrower Any and all prepayments of Principal hereunder shall be permitted at any time applied to prepay the remaining installments under Section 1 above in inverse order of maturity. Each prepayment of Principal shall be accompanied by all or any part accrued Interest on the Principal amount prepaid accrued to the date of the Loan except as expressly provided in this Sectionprepayment.

Prepayment. (a) Provided no Event of Default has occurred and is continuing, Borrower may voluntarily prepay the Indebtedness in full and not in part (i) only on or prior to the day that is two (2) years after the Start-Up Day, and such prepayment shall be subject to payment of Prepayment Premium, and (ii) only on or after the date which is sixty (60) days prior to the Maturity Date and there shall be no Prepayment Premium or penalty assessed against Borrower by reason of such prepayment; provided, however, that Borrower shall give to Lender at least fifteen (15) days prior written notice of any such prepayment. Any prepayment of the Loan shall be made on a Payment Date, and if any such prepayment is not made on a Payment Date, Borrower shall also pay to Lender interest calculated at the Interest Rate that would have accrued on such prepaid Principal Indebtedness through the end of the Interest Accrual Period in which such prepayment occurs. Notwithstanding the foregoing, Permitted Transfers, defeasance in accordance with Section 2.10 and Property Substitutions in accordance with Section 2.14 are not prepayments. (b) Subject to Section 8.40Except as provided below, at any time during the term of the LoanTerm, if any upon not less than ten (10) days' prior written notice to Lender, Borrower is required by Lender under the provisions of any Mortgage to may prepay the Loan in whole or any portion thereof in part without premium or penalty, provided that each such prepayment shall be accompanied by the event payment of damage to or destruction ofaccrued and unpaid interest on the principal amount being prepaid, or a Taking through the date of any Individual Property, such Borrower shall pay any Insurance Proceeds or Condemnation proceeds in the following manner and order of priority (i) first, to prepay the Loan to the full extent of the Insurance Proceeds or the Condemnation Proceeds, as applicable, to the extent of the Allocated Loan Amount for the applicable Individual Propertyprepayment, and (ii) any other costs or expenses which are payable to the Borrowers. (c) All prepayments of the Indebtedness made pursuant to this Section shall be applied by Lender in accordance with the provisions of Section 2.7 hereof. (d) No Borrower terms hereof or any other Loan Document. The foregoing notwithstanding, prior to August 1, 2001, the Loan shall be closed to prepayment in whole, and partial prepayment shall only be permitted at any time in connection with a sale or other transfer of a Property to prepay all a Person which is not an Affiliate of Borrower or any part Whitehall. From and after August 1, 2001, Loan shall be closed to partial prepayment from a refinance (whether by third party financing, additional capital contributions, or otherwise) of one or more Properties and from a sale or other transfer or conveyance of one or more Properties to an Affiliate of Borrower or Whitehall. A prepayment premium equal to two percent (2.0%) of the outstanding principal balance of the Loan except shall be payable if an Event of Default occurs and the Loan is accelerated prior to August 1, 2001. Borrower acknowledges that the prepayment premium required by this Section 2.3(4) constitutes partial compensation to Lender for the costs of reinvesting the Loan proceeds and for loss of the contracted rate of return on the Loan. Furthermore, Borrower acknowledges that the loss that may be sustained by Lender as expressly provided a result of such prepayment by Borrower is not susceptible of precise calculation and the prepayment premium represents the good faith effort of Borrower and Lender to compensate Lender for such loss. Borrower confirms that Lender's agreement to make the Loan at the interest rate and on the other terms set forth herein constitutes adequate and valuable consideration, given individual weight by Borrower, for the prepayment provision set forth in this Section. Notwithstanding anything to the contrary contained in this Section 2.3(4), none of the foregoing restrictions on prepayments of the Loan shall apply to a prepayment resulting from a sale, transfer or refinance of the Fidelity Federal Property (provided that the release of such Property shall be subject to Section 2.4).

Prepayment. (a) Provided no Event of Default has occurred The Borrower shall have the right at any time and is continuingfrom time to time to prepay without premium or penalty any Borrowing (including a Competitive Borrowing), Borrower may voluntarily prepay in whole or in part, upon giving written or telecopy notice (or telephone notice promptly confirmed by written or telecopy notice) to the Indebtedness in full and not in part Agent: (i) only on before 5:00 p.m., New York City time, three Business Days prior to prepayment, in the case of Eurodollar Loans, (ii) before 5:00 p.m., New York City time, two Business Days prior to prepayment, in the case of CD Loans or Fixed Rate Loans, and (iii) before 10:00 a.m., New York City time, one Business Day prior to prepayment, in the case of ABR Loans; PROVIDED, HOWEVER, that each partial prepayment of a Borrowing shall be in an amount which is an integral multiple of $1,000,000 and, prior to the day Commitment Termination Date, not less than $5,000,000. (b) On the date of any termination or reduction of the Commitments pursuant to Section 2.11(b), the Borrower shall pay or prepay so much of the outstanding Borrowings, selected at the Borrower's sole option, as shall be necessary in order that the aggregate principal amount of the Competitive Loans and Standard Loans outstanding will not exceed the Total Commitment after giving effect to such termination or reduction. (c) Each notice of prepayment shall specify the prepayment date and the principal amount of each Borrowing (or portion thereof) to be prepaid, shall be irrevocable and shall commit the Borrower to prepay such Borrowing (or portion thereof) by the amount stated therein on the date stated therein. All prepayments under this Section 2.12 shall be accompanied by accrued interest on the principal amount being prepaid to the date of payment. (d) In the event any prepayment is two made in respect of any Loan (2) years after or in the Start-Up Day, event any Lender is required to transfer a Loan or the Borrower repays any Loan on the Commitment Termination Date and such prepayment date shall be subject to payment of Prepayment Premium, and (ii) only on or after the date which is sixty (60) days prior to the Maturity Date and there shall be no Prepayment Premium or penalty assessed against Borrower by reason of such prepayment; provided, however, that Borrower shall give to Lender at least fifteen (15) days prior written notice of any such prepayment. Any prepayment of the Loan shall be made on a Payment Date, and if any such prepayment is not made on a Payment Date, Borrower shall also pay to Lender interest calculated at the Interest Rate that would have accrued on such prepaid Principal Indebtedness through the end of the Interest Accrual Period in which applicable to such prepayment occurs. Notwithstanding the foregoingLoan), Permitted Transfers, defeasance in accordance with Section 2.10 and Property Substitutions in accordance with Section 2.14 are not prepayments. (b) Subject to Section 8.40, at any time during the term of the Loan, if any Borrower is required by Lender under the provisions of any Mortgage to prepay the Loan or any portion thereof in the event of damage to or destruction of, or a Taking of any Individual Property, such Borrower shall pay any Insurance Proceeds or Condemnation proceeds in the following manner and order of priority other than (i) first, to prepay the any ABR Loan to the full extent of the Insurance Proceeds or the Condemnation Proceeds, as applicable, to the extent of the Allocated Loan Amount for the applicable Individual Property, and (ii) to any Loan the Borrowers. (c) All prepayments prepayment, payment or transfer of the Indebtedness which is made by Borrower pursuant to this its right to prepay, repay or require the transfer of such Loan under Sections 2.11(e), 2.13, 2.14, 2.17 or 9.05 or upon the Lender's exercise of its option pursuant to Section 9.14, the Borrower shall pay to such Lender, promptly upon the written request of such Lender (which request shall be applied accompanied by a certificate as described below), such amount as shall be necessary to reimburse such Lender for the loss, if any, reasonably incurred by such Lender as a result of such repayment, prepayment or transfer arising from inability due to general market conditions to recover the cost of deposits or other funds acquired by such Lender to fund such Loan, in the liquidation of such deposits or other funds so acquired (or from the reemployment thereof if such reemployment would result in less of a funding loss to such Lender); PROVIDED, that any such funding loss shall not in any event exceed the cost incurred by such Lender to obtain such deposit or other funds, minus the fair market value thereof realizable by such Lender in accordance with the provisions of Section 2.7 hereof. (d) No Borrower liquidation thereof. Such Lender shall use reasonable efforts to avoid or minimize any such loss. Such Lender's claim, if any, shall be permitted at accompanied by a certificate setting forth in reasonable detail (including the calculations made in determining) the reason for and the amount of such loss, which certificate shall be conclusive in the absence of manifest error. Prepayments of ABR Borrowings shall be without penalty, premium or other cost of any time to prepay all or any part of the Loan except as expressly provided in this Sectionkind.

Prepayment. (a) Provided Except as set forth in Section 6.01(b) hereof, no Event prepayment of Default has occurred and is continuingthe Debt may be made in whole or in part. (b) At any time, Borrower may voluntarily prepay the Indebtedness Loan, in full and whole, but not in part part, as of the last day of an Interest Accrual Period in accordance with the following provisions: (i) only on or Lender shall have received from Borrower, not less than thirty (30) days', nor more than ninety (90) days', prior to written notice specifying the day that is two (2) years after the Start-Up Day, and date proposed for such prepayment shall and the amount which is to be subject to payment of Prepayment Premium, and prepaid; (ii) only on or after the date which is sixty (60) days prior to the Maturity Date and there shall be no Prepayment Premium or penalty assessed against Borrower by reason of such prepayment; provided, however, that Borrower shall give to Lender at least fifteen (15) days prior written notice of any such prepayment. Any prepayment of the Loan shall be made on a Payment Date, and if any such prepayment is not made on a Payment Date, Borrower shall also pay to Lender all interest calculated at due through and including the Interest Rate that would have accrued on such prepaid Principal Indebtedness through the end last day of the Interest Accrual Period in which such prepayment occursis being made, together with any and all other amounts due and owing pursuant to the terms of the Note, this Agreement or the other Loan Documents; and (iii) Borrower shall pay to Lender, together with such prepayment and all other amounts due in connection therewith, a non-refundable amount which shall be deemed earned by Lender upon the funding of the Loan and shall not count to or be credited to payment of the Principal Amount, any interest thereon or any other amounts payable under the Note, this Agreement or any of the other Loan Document, equal to the Prepayment Percentage multiplied by the Principal Amount being repaid if such prepayment occurs on or prior to the Payment Date occurring in February, 2007. Notwithstanding The Loan may be prepaid after the foregoingPayment Date occurring in February, Permitted Transfers, defeasance in accordance with Section 2.10 and Property Substitutions in accordance with Section 2.14 are not prepayments2007 without such additional fee or charge. (biv) Subject No voluntary prepayments shall be made on the Mortgage Loan until the Loan shall have been paid in full other than in connection with a Release pursuant Section 15.02 of the Mortgage, in which case Borrower shall be required to Section 8.40, at prepay only a portion of the Loan in an amount equal to the Release Price. (c) Borrower shall have the right to revoke any time notice of prepayment twice during the term of the LoanLoan by giving Lender not less than two (2) Business Days prior written notice of such revocation, if any Borrower is required by Lender under the provisions of any Mortgage to prepay the Loan or any portion thereof in the event of damage to or destruction of, or a Taking of any Individual Property, such provided that Borrower shall pay any Insurance Proceeds or Condemnation proceeds in the following manner and order of priority (i) firstall costs and expenses, to prepay the Loan to the full extent of the Insurance Proceeds or the Condemnation Proceedsincluding, as applicablebut not limited to, to the extent of the Allocated Loan Amount for the applicable Individual Propertybreakage costs, and (ii) to the Borrowers. (c) All prepayments of the Indebtedness made pursuant to this Section shall be applied incurred by Lender in accordance connection with the provisions of Section 2.7 hereofany such revocation. (d) No Borrower shall be permitted at any time to prepay all or any part of the Loan except as expressly provided in this Section.

Prepayment. (a) Provided no Event of Default has occurred The Borrower shall have the right at any time and is continuingfrom time to time to prepay any Borrowing, Borrower may voluntarily prepay in whole or in part, upon giving a Prepayment Notice via facsimile or e-mail (or telephone notice promptly confirmed by facsimile or e-mail) to the Indebtedness in full and not in part Agent: (i) only on or before 12:00 p.m., New York City time, three Business Days prior to prepayment, in the day that is two (2) years after the Start-Up Day, and such prepayment shall be subject to payment case of Prepayment PremiumEurodollar Loans, and (ii) only before 1:00 p.m., New York City time, on or after the date which is sixty Business Day of prepayment, in the case of ABR Loans (60) days prior to the Maturity Date and there shall be no Prepayment Premium or penalty assessed against Borrower by reason of such prepaymentother than Swingline Loans); provided, however, that Borrower shall give to Lender at least fifteen (15) days prior written notice of any such prepayment. Any each partial prepayment of the Loan shall be made on a Payment Date, in an amount which is an integral multiple of $1,000,000 and if any such prepayment is not made on a Payment Date, Borrower shall also pay to Lender interest calculated at the Interest Rate that would have accrued on such prepaid Principal Indebtedness through the end less than $5,000,000. Prepayments of the Interest Accrual Period in which such prepayment occurs. Notwithstanding the foregoing, Permitted Transfers, defeasance Swingline Loans are permitted in accordance with Section 2.10 and Property Substitutions 2.18(c). Each Prepayment Notice shall be irrevocable; provided that, if a notice of prepayment is given in connection with a conditional notice of termination of the Commitments as contemplated by Section 2.08(b), then such Prepayment Notice may be revoked if such notice of termination is revoked in accordance with Section 2.14 are not prepayments2.08(b). (b) Subject On any date on which the Total Commitment shall be reduced pursuant to Section 8.402.08(b) above, at any time during the term of Borrower shall, with respect to outstanding Loans, prepay such Loans and/or, with respect to LC Outstandings, deliver cash collateral to be held by the Loan, if any Borrower is required by Lender under the provisions of any Mortgage to prepay the Loan or any portion thereof Agent in the event of damage to or destruction of, or a Taking of any Individual Property, such Borrower shall pay any Insurance Proceeds or Condemnation proceeds in the following manner and order of priority (i) first, to prepay the Loan to the full extent of the Insurance Proceeds or the Condemnation Proceeds, as applicable, Cash Collateral Account to the extent and for the duration necessary to cause the Outstanding Credits minus the amount of cash held in the Cash Collateral Account to be no greater than the Total Commitment (after giving effect to any such reduction pursuant to Section 2.08(b)). At such time that cash is no longer required to be held by the Agent as collateral under this Section 2.09(b), the Agent will repay and reassign to the Borrower any such cash then on deposit in the Cash Collateral Account, and the Lien of the Allocated Loan Amount for Agent on the applicable Individual Property, and (ii) Cash Collateral Account with respect to the Borrowerssuch cash shall automatically terminate. (c) All prepayments of the Indebtedness made pursuant to this Section shall be applied by Lender in accordance with the provisions of Section 2.7 hereof. (d) No Borrower shall be permitted at any time to prepay all or any part of the Loan except as expressly provided in this Section.

Prepayment. (a) Provided Except as set forth in Section 15.01(b) hereof, no Event prepayment of Default has occurred and is continuingthe Debt may be made in whole or in part. (b) At any time subsequent to the first (1st) anniversary of the date hereof, Borrower may voluntarily prepay the Indebtedness Loan, in full and whole, but not in part (except pursuant to the provisions of Section 5.11 hereof), as of the last day of an Interest Accrual Period in accordance with the following provisions: (i) only on or Lender shall have received from Borrower, not less than ten (10) days’, nor more than ninety (90) days’, prior to written notice specifying the day that is two (2) years after the Start-Up Day, and date proposed for such prepayment shall and the amount which is to be subject to payment of Prepayment Premium, and prepaid. (ii) only on or after the date which is sixty (60) days prior to the Maturity Date and there shall be no Prepayment Premium or penalty assessed against Borrower by reason of such prepayment; provided, however, that Borrower shall give to Lender at least fifteen (15) days prior written notice of any such prepayment. Any prepayment of the Loan shall be made on a Payment Date, and if any such prepayment is not made on a Payment Date, Borrower shall also pay to Lender all interest calculated at due through and including the Interest Rate that would have accrued on such prepaid Principal Indebtedness through the end last day of the Interest Accrual Period in which such prepayment occurs. Notwithstanding is being made, together with any and all other amounts due and owing pursuant to the foregoingterms of the Note, Permitted Transfers, defeasance in accordance with Section 2.10 and Property Substitutions in accordance with Section 2.14 are not prepaymentsthis Security Instrument or the other Loan Documents. (biii) Subject Except as to Section 8.40partial prepayments in connection with a casualty or condemnation as provided in this Security Instrument, at any time partial prepayment shall be in a minimum amount not less than $25,000 and shall be in whole multiples of $1,000 in excess thereof. (iv) No Event of Default shall have occurred and be continuing. (v) Any partial prepayment of the Principal Amount, including, without limitation, Unscheduled Payments, shall be applied to the installments of principal last due hereunder and shall not release or relieve Borrower from the obligation to pay the regularly scheduled installments of principal and interest becoming due under the Note. (vi) Borrower shall pay to Lender, together with such prepayment and all other amounts due in connection therewith, a non-refundable amount which shall be deemed earned by Lender upon the funding of the Loan and shall not count to or be credited to payment of the Principal Amount, any interest thereon or any other amounts payable under the Note, this Security Instrument or any of the other Loan Document, equal to one percent (1%) of the Principal Amount being repaid if such prepayment occurs on or prior to the Payment Date occurring in July, 2008. The Loan may be prepaid after the Payment Date occurring in July, 2008 or, unless an Event of Default exists, in the event of a casualty or Taking, if Lender elects to apply Loss Proceeds to the payment of the Debt as a result of a Substantial Casualty or a Substantial Taking, without such additional fee or charge. (c) Borrower shall have the right to revoke any notice of prepayment twice during the term of the LoanLoan by giving Lender not less than two (2) Business Days prior written notice of such revocation, if any Borrower is required by Lender under the provisions of any Mortgage to prepay the Loan or any portion thereof in the event of damage to or destruction of, or a Taking of any Individual Property, such provided that Borrower shall pay any Insurance Proceeds or Condemnation proceeds in the following manner and order of priority (i) firstall costs and expenses, to prepay the Loan to the full extent of the Insurance Proceeds or the Condemnation Proceedsincluding, as applicablebut not limited to, to the extent of the Allocated Loan Amount for the applicable Individual Propertybreakage costs, and (ii) to the Borrowers. (c) All prepayments of the Indebtedness made pursuant to this Section shall be applied incurred by Lender in accordance connection with the provisions of Section 2.7 hereofany such revocation. (d) No Borrower shall be permitted at any time to prepay all or any part of the Loan except as expressly provided in this Section.

Prepayment. (a) Provided no At any time prior to the date that an Event of Default has occurred and is continuingoccurs under this Note (the “Prepayment Period”), Borrower may voluntarily prepay the Indebtedness in full and not in part (i) only on or prior to the day that is two (2) years after the Start-Up Day, and such prepayment shall be subject to payment of Prepayment Premium, and (ii) only on or after the date which is sixty (60) days prior to the Maturity Date and there shall be no Prepayment Premium or penalty assessed against Borrower by reason of such prepayment; provided, however, that Borrower shall give to Lender at least fifteen have the right, exercisable on not less than one (151) days Trading Day prior written notice of any such prepayment. Any prepayment to the Holder of the Loan shall be made on a Payment Date, and if any such prepayment is not made on a Payment Date, Borrower shall also pay to Lender interest calculated at the Interest Rate that would have accrued on such prepaid Principal Indebtedness through the end of the Interest Accrual Period in which such prepayment occurs. Notwithstanding the foregoing, Permitted Transfers, defeasance in accordance with Section 2.10 and Property Substitutions in accordance with Section 2.14 are not prepayments. (b) Subject to Section 8.40, at any time during the term of the Loan, if any Borrower is required by Lender under the provisions of any Mortgage to prepay the Loan or any portion thereof in the event of damage to or destruction of, or a Taking of any Individual Property, such Borrower shall pay any Insurance Proceeds or Condemnation proceeds in the following manner and order of priority (i) firstNote, to prepay the Loan outstanding Principal Amount and interest then due under this Note, in whole or in part, in accordance with this Section 1.9. Any notice of prepayment hereunder (an “Optional Prepayment Notice”) shall be delivered to the full extent Holder of the Insurance Proceeds or Note at its registered addresses and shall state: (1) that the Condemnation Proceeds, as applicable, Borrower is exercising its right to prepay the extent of the Allocated Loan Amount for the applicable Individual PropertyNote, and (ii2) the date of prepayment which shall be not more than one (1) Trading Days from the date of the Optional Prepayment Notice. On the date fixed for prepayment (the “Optional Prepayment Date”), the Borrower shall make payment of the amounts designated below to or upon the order of the Holder as specified by the Holder in writing to the Borrowers. Borrower at least one (c1) All prepayments business day prior to the Optional Prepayment Date. If the Borrower exercises its right to prepay the Note in accordance with this Section 1.9, the Borrower shall make payment to the Holder of an amount in cash equal to the sum of: (w) 100% multiplied by the Principal Amount then outstanding plus (x) accrued and unpaid interest on the Principal Amount to the Optional Prepayment Date plus (y) $750.00 to reimburse Holder for the fees associated with the Note. If the Borrower delivers an Optional Prepayment Notice and fails to pay the applicable prepayment amount due to the Holder of the Indebtedness made Note as provided in this Section 1.9, then the Borrower shall forever forfeit its right to prepay any part of the Note pursuant to this Section shall be applied by Lender in accordance with the provisions of Section 2.7 hereof1.9. (d) No Borrower shall be permitted at any time to prepay all or any part of the Loan except as expressly provided in this Section.

Prepayment. (a1) Provided no Event of Default has occurred and is continuing, The Borrower may voluntarily at any time before the Repayment Date prepay the Indebtedness Land Loan Facility and/or the Construction Loan Facility in whole or in part PROVIDED ALWAYS that if any prepayment of the Land Loan Facility and/or the Construction Loan Facility is made by the Borrower in full and not in within the period of ( ) months from the date of first disbursement of the Land Loan Facility or any part (i) only on or prior thereof, the Borrower shall pay to the day Lender a prepayment fee calculated at the rate of per cent ( %) of the aggregate original Land and Construction Loans amount or at such other rate as may be fixed by the Lender from time to time. PROVIDED ALWAYS that if any partial prepayment of the Land Loan Facility and/or the Construction Loan Facility is two made by the Borrower within the period of ( ) months from the date of first disbursement of the Land Loan Facility or any part thereof, the Borrower shall pay to the Lender a prepayment fee calculated at the rate of per cent ( %) of the prepaid amount or at such other rate as may be fixed by the Lender from time to time. No prepayment fee shall be payable if such prepayment is to be made from the sale proceeds derived from the sale proceeds of the Project subject to documentary evidence of such sale being given to the Lender. (2) years after Where the Start-Up Daywhole of the Total Indebtedness is intended to be repaid or prepaid, and the Borrower may either by giving three (3) months' prior notice in writing or making payment of three (3) months' interest in lieu of such notice pay to the Lender the whole of the Total Indebtedness up to the date of payment. (3) Where partial prepayment is made, any such prepayment shall be subject to payment of Prepayment Premium, a sum of not less than Singapore Dollars Five Thousand (S$5,000.00) and in multiplies of Singapore Dollars Five Thousand (iiS$5,000.00) only on or after the date which is sixty (60) days prior to the Maturity Date and there shall be no Prepayment Premium or penalty assessed against Borrower by reason of such prepayment; provided, however, that Borrower shall give to Lender at least fifteen made after giving one (151) days prior month's written notice of any such prepayment. Any prepayment of the Loan shall be made on a Payment Date, and if any such prepayment is not made on a Payment Date, Borrower shall also pay to the Lender or by paying one (1) month's interest calculated at the Interest Rate that would have accrued on in lieu of such prepaid Principal Indebtedness through the end of the Interest Accrual Period in which such prepayment occurs. Notwithstanding the foregoing, Permitted Transfers, defeasance in accordance with Section 2.10 and Property Substitutions in accordance with Section 2.14 are not prepaymentsnotice. (b4) Subject to Section 8.40, at any time during the term No notice of such full or partial repayment of the Loan, if any Borrower loan is required to be served on the Lender by Lender under the provisions of any Mortgage Borrower if such repayments are to prepay be made from the Loan or any portion thereof in sale proceeds derived from the event of damage to or destruction of, or a Taking of any Individual Property, such Borrower shall pay any Insurance Proceeds or Condemnation proceeds in the following manner and order of priority (i) first, to prepay the Loan to the full extent sale of the Insurance Proceeds or the Condemnation Proceeds, as applicable, to the extent Units of the Allocated Loan Amount for the applicable Individual Property, and (ii) to the BorrowersProject. (c5) All prepayments Notice of intended prepayment once having been given by the Indebtedness made pursuant to this Section Borrower shall irrevocable and it shall be applied by Lender obligatory on the Borrower to make the prepayment in accordance with the provisions of Section 2.7 hereofnotice. (d6) No Borrower shall amount prepaid may be permitted at any time to prepay all redrawn, reborrowed or any part of the Loan except as expressly provided in this Sectionexchanged.

Prepayment. (a) Provided no Event The Borrower shall have the right at any time and from time to time to prepay any Borrowing (other than a Competitive Borrowing), in whole or in part, upon at least three Business Days’ prior written, telecopy or other written notice transmitted electronically (including in the form of Default has occurred and is continuinga .pdf attachment) (or telephone notice promptly confirmed by written, Borrower may voluntarily prepay the Indebtedness in full and not in part (itelecopy or other written notice transmitted electronically) only on or prior to the day that is two (2) years after the Start-Up DayAdministrative Agent before 11:00 a.m., and such prepayment shall be subject to payment of Prepayment Premium, and (ii) only on or after the date which is sixty (60) days prior to the Maturity Date and there shall be no Prepayment Premium or penalty assessed against Borrower by reason of such prepaymentNew York City time; provided, however, that each partial prepayment shall be in an amount that is an integral multiple of $1,000,000 and not less than $10,000,000. The Borrower shall give not have the right to Lender at least fifteen (15) days prepay any Competitive Borrowing without the prior written notice of any such prepayment. Any prepayment consent of the Loan shall be made on a Payment Date, and if any such prepayment is not made on a Payment Date, Borrower shall also pay to Lender interest calculated at the Interest Rate that would have accrued on such prepaid Principal Indebtedness through the end of the Interest Accrual Period in which such prepayment occurs. Notwithstanding the foregoing, Permitted Transfers, defeasance in accordance with Section 2.10 and Property Substitutions in accordance with Section 2.14 are not prepaymentsrelevant Lender. (b) Subject to Section 8.40, at any time during the term of the Loan, if any Borrower is required by Lender under the provisions of any Mortgage to prepay the Loan or any portion thereof in In the event of damage to any termination of the Commitments, the Borrower shall repay or destruction of, or a Taking prepay all its outstanding Revolving Credit Borrowings on the date of such termination. In the event of any Individual Propertypartial reduction of the Commitments, such Borrower shall pay any Insurance Proceeds or Condemnation proceeds in the following manner and order of priority then (i) first, to prepay the Loan at or prior to the full extent effective date of such reduction, the Administrative Agent shall notify the Borrower and the Lenders of the Insurance Proceeds or the Condemnation Proceeds, as applicable, to the extent of the Allocated Loan Amount for the applicable Individual Property, Aggregate Revolving Credit Exposure and (ii) if the Aggregate Revolving Credit Exposure would exceed the available Total Commitment after giving effect to such reduction, the BorrowersBorrower shall, on the date of such reduction, repay or prepay Revolving Credit Borrowings in an amount sufficient to eliminate such excess. (c) Each notice of prepayment shall specify the prepayment date and the principal amount of each Borrowing (or portion thereof) to be prepaid, shall be irrevocable and shall commit the Borrower to prepay such Borrowing by the amount stated therein on the date stated therein. All prepayments under this Section 2.14 shall be subject to Section 2.17 but otherwise without premium or penalty. All prepayments of the Indebtedness made pursuant to Eurodollar Loans under this Section 2.14 shall be applied accompanied by Lender in accordance with accrued interest on the provisions principal amount being prepaid to the date of Section 2.7 hereofpayment. (d) No Borrower shall be permitted at any time to prepay all or any part of the Loan except as expressly provided in this Section.

Prepayment. On any installment payment date additional payments may be made to be credited to principal. ▇▇▇▇▇▇▇▇ agrees to a prepayment premium of five percent (a5.0%) Provided no of any additional principal amount paid in year one; four percent (4%) in year two three percent (3.0%) in year three; two percent (2.0%) in year four, and one percent (1.0%) in year five. After the fifth year Borrower shall have the right to make any prepayment of principal without a premium cost. Prepayments shall be credited to installments of principal in the inverse order of their maturity. Monthly payments shall not be reduced as a result of any prepayments. To the extent permitted by law, the foregoing prepayment premium shall be payable regardless of whether the loan is prepaid voluntarily or involuntarily. Any prepaid amounts specified in a notice of prepayment, as aforesaid, shall become due and payable at the time provided in said notice. ▇▇▇▇▇▇▇▇ agrees that if, and as often as, this Note is placed in the hands of an attorney for collection or to defend or enforce any of the Lender’s rights hereunder or under any instrument securing payment of this Note, Borrower shall pay the Lender its reasonable attorneys’ fees and all court costs and other expenses incurred in connection therewith. It is expressly understood that time is of the essence of this Note, and if the Borrower shall fail to pay, within ten (10) days of when due, any amount payable under the provisions of this Note or fail to perform any other obligation to the Lender, or upon the occurrence of an Event of Default has occurred and is continuing, Borrower may voluntarily prepay under the Indebtedness in full and not in part Agreement such event shall constitute a default hereunder (any of the foregoing being hereinafter referred to as “Default”). Upon Default (i) only on this Note and all other liabilities together with all accrued but unpaid interest hereon and thereon, at the option of the Lender, and without notice, demand or prior presentment, or notice of intent to accelerate to the day that is two (2) years after Borrower or any other person or party, unless specifically provided in the Start-Up DayAgreement, may be declared, and such prepayment thereupon immediately shall be subject to payment of Prepayment Premiumbecome, due and payable; and (ii) only on the Lender may exercise, from time to time, any and all other rights, remedies and recourses now or after hereafter existing in equity, at law, herein or under the date which is sixty (60) days prior Agreement, any other Loan Documents between Borrower and Lender, by virtue of statute or otherwise, including but not limited to, all rights and remedies available to it under the Uniform Commercial Code as in effect from time to time in the State of Oklahoma as the Lender may elect, and the right to foreclose any and all liens and security interests securing this Note. Notwithstanding anything herein or in the Agreement to the Maturity Date contrary, this Note and there all other liabilities of Borrower to Lender, at the option of Lender, may be accelerated, without notice or demand of any kind in the event Borrower fails to make when due any payments to Lender as required herein or in the Agreement. The invalidity, or unenforceability in particular circumstances, of any provision of this Note shall not extend beyond such provision or circumstances, and no other provision of this instrument shall be no Prepayment Premium affected thereby. Borrower expressly stipulates and agrees that it is the intent of Borrower and Lender at all times to comply with applicable state law or penalty assessed against applicable United States federal law (to the extent that it permits Lender to contract for, charge, take, reserve, or receive a greater amount of interest than under state law) and that this section shall control every other covenant and agreement in this Note and the other Loan Documents. If the applicable law (state or federal) is ever judicially interpreted so as to render usurious any amount called for under the Note or under any of the other Loan Documents, or contracted for, charged, taken, reserved, or received with respect to the Note, or if Lender’s exercise of the option to accelerate the maturity of the Note, or if any prepayment by Borrower results in Borrower having paid any interest in excess of that permitted by reason applicable law, then it is Borrower’s and Lender’s express intent that all excess amounts theretofore collected by Lender shall be credited on the principal balance of such prepayment; providedthe Note (or, howeverif the Note has been or would thereby be paid in full, that Borrower refunded to Borrower), and the provisions of the Note and the other Loan Documents immediately shall give be deemed reformed and the amounts thereafter collectible hereunder and thereunder reduced, without the necessity of the execution of any new documents, so as to comply with the applicable law, but so as to permit the recovery of the fullest amount otherwise called for hereunder or thereunder. All sums paid or agreed to be paid to Lender at least fifteen (15) days prior written notice of any such prepayment. Any prepayment for the use, forbearance, or detention of the Loan shall loan proceeds evidenced by the Note shall, to the extent permitted by applicable law, be made on a Payment Dateamortized, prorated, allocated, and if any such prepayment is not made on a Payment Date, Borrower shall also pay to Lender interest calculated at spread throughout the Interest Rate that would have accrued on such prepaid Principal Indebtedness through the end of the Interest Accrual Period in which such prepayment occurs. Notwithstanding the foregoing, Permitted Transfers, defeasance in accordance with Section 2.10 and Property Substitutions in accordance with Section 2.14 are not prepayments. (b) Subject to Section 8.40, at any time during the full stated term of the LoanNote until payment in full so that the rate or amount of interest on account of the Note does not exceed the maximum rate permitted under applicable law from time to time in effect and applicable to the Note for so long as the Note is outstanding. Notwithstanding anything to the contrary contained herein or in any of the other Loan Documents, if any Borrower it is required by not the intention of Lender under to accelerate the provisions maturity of any Mortgage interest that has not accrued at the time of such acceleration or to prepay collect unearned interest at the Loan or any portion thereof in the event time of damage to or destruction of, or a Taking of any Individual Property, such Borrower shall pay any Insurance Proceeds or Condemnation proceeds in the following manner and order of priority (i) first, to prepay the Loan to the full extent of the Insurance Proceeds or the Condemnation Proceeds, as applicableacceleration. This Note, to the extent of the Allocated Loan Amount full face amount hereof, evidences indebtedness of Borrower to Lender. This Note is issued by the Borrower as part of a commercial transaction and no part of this loan is for a personal use. Borrower hereby consents to the applicable Individual Propertyjurisdiction and/or venue of any state, district court or federal district court within the State of Oklahoma, as Lender may elect with respect to any action involving this Note. Borrower stipulates and agrees that the Lender may, at its sole discretion, assign this Note to any such person it may select, upon such terms and conditions as it may deem appropriate, and (ii) that such assignee shall thereafter become the holder of this Note and shall be entitled to enforce all rights, remedies, and other benefits which shall or may inure to the Borrowers. (c) All prepayments benefit of the Indebtedness made pursuant Lender. Borrower further stipulates, represents and agrees that this instrument evidences the valid, enforceable, and binding obligation of the Borrower to this Section shall be applied by the Lender in accordance with the terms and provisions of Section 2.7 hereof. , without any defense (d) No Borrower shall be permitted at any time to prepay all or any part as of the Loan except date of this Note) to the enforcement thereof, whether denominated as expressly provided affirmative defense, offset, counterclaim, or otherwise, and whether at law or in equity. Borrower hereby waives all defenses (existing as of the date of this SectionNote and/or based upon acts or omissions occurring prior to the date of this Note) to the enforcement of this Note.

Prepayment. Notwithstanding anything to the contrary contained in this Note, so long as the Borrower has not received a Notice of Conversion from the Holder, then at any time during the period beginning on the Issue Date and ending on the date which is one hundred twenty (a120) Provided no Event days following the date hereof, the Borrower shall have the right, exercisable on not less than three (3) Trading Days prior written notice to the Holder of Default has occurred and is continuing, Borrower may voluntarily the Note to prepay the Indebtedness outstanding Note (principal and accrued interest), in full full, in accordance with this Section 1.9. Any notice of prepayment hereunder (an “Optional Prepayment Notice”) shall be delivered to the Holder of the Note at its registered addresses and shall state: (1) that the Borrower is exercising its right to prepay the Note, and (2) the date of prepayment which shall be not more than three (3) Trading Days from the date of the Optional Prepayment Notice. On the date fixed for prepayment (the “Optional Prepayment Date”), the Borrower shall make payment of the Optional Prepayment Amount (as defined below) to or upon the order of the Holder as specified by the Holder in part writing to the Borrower at least one (i1) only on or business day prior to the day that is Optional Prepayment Date. If the Borrower exercises its right to prepay the Note, the Borrower shall make payment to the Holder of an amount in cash (the “Optional Prepayment Amount”) equal to 150%, multiplied by the sum of: (w) the then outstanding principal amount of this Note plus (x) accrued and unpaid interest on the unpaid principal amount of this Note to the Optional Prepayment Date plus (y) Default Interest, if any, on the amounts referred to in clauses (w) and (x) plus (z) any amounts owed to the Holder pursuant to Sections 1.3 and 1.4(g) hereof. If the Borrower delivers an Optional Prepayment Notice and fails to pay the Optional Prepayment Amount due to the Holder of the Note within two (2) years after business days following the Start-Up DayOptional Prepayment Date, and such prepayment the Borrower shall be subject forever forfeit its right to payment of Prepayment Premium, and (ii) only on or after prepay the date which is sixty (60) days prior Note pursuant to this Section 1.9. Notwithstanding any to the Maturity Date and there shall be no Prepayment Premium or penalty assessed against Borrower by reason of such prepayment; provided, however, that Borrower shall give to Lender at least fifteen (15) days prior written notice of any such prepayment. Any prepayment of the Loan shall be made on a Payment Date, and if any such prepayment is not made on a Payment Date, Borrower shall also pay to Lender interest calculated at the Interest Rate that would have accrued on such prepaid Principal Indebtedness through the end of the Interest Accrual Period in which such prepayment occurs. Notwithstanding the foregoing, Permitted Transfers, defeasance in accordance with Section 2.10 and Property Substitutions in accordance with Section 2.14 are not prepayments. (b) Subject to Section 8.40contrary stated elsewhere herein, at any time during the term period beginning on the date which is one hundred twenty-one (121) days from the issue date and ending one hundred eighty (180) days following the issue date, the Borrower shall have the right, exercisable on not less than three (3) Trading Days prior written notice to the Holder of the Loan, if any Borrower is required by Lender under the provisions of any Mortgage Note to prepay the Loan or any portion thereof outstanding Note (principal and accrued interest), in full, in accordance with this Section 1.9. Any notice of prepayment hereunder (an “Optional Prepayment Notice”) shall be delivered to the event Holder of damage to or destruction of, or a Taking of any Individual Property, such the Note at its registered addresses and shall state: (1) that the Borrower shall pay any Insurance Proceeds or Condemnation proceeds in the following manner and order of priority (i) first, is exercising its right to prepay the Loan to the full extent of the Insurance Proceeds or the Condemnation Proceeds, as applicable, to the extent of the Allocated Loan Amount for the applicable Individual PropertyNote, and (ii2) the date of prepayment which shall be not more than three (3) Trading Days from the date of the Optional Prepayment Notice. On the date fixed for prepayment (the “Optional Prepayment Date”), the Borrower shall make payment of the Second Optional Prepayment Amount (as defined below) to or upon the Borrowers. (c) All prepayments order of the Indebtedness made Holder as specified by the Holder in writing to the Borrower at least one (1) business day prior to the Optional Prepayment Date. If the Borrower exercises its right to prepay the Note, the Borrower shall make payment to the Holder of an amount in cash (the “Second Optional Prepayment Amount”) equal to 175%, multiplied by the sum of: (w) the then outstanding principal amount of this Note plus (x) accrued and unpaid interest on the unpaid principal amount of this Note to the Optional Prepayment Date plus (y) Default Interest, if any, on the amounts referred to in clauses (w) and (x) plus (z) any amounts owed to the Holder pursuant to Section 1.4(g) hereof. If the Borrower delivers an Optional Prepayment Notice and fails to pay the Second Optional Prepayment Amount due to the Holder of the Note within two (2) business days following the Optional Prepayment Date, the Borrower shall forever forfeit its right to prepay the Note pursuant to this Section shall be applied by Lender in accordance with 1.9. After the provisions expiration of Section 2.7 hereof. one hundred eighty (d180) No days following the date of the Note, the Borrower shall be permitted at any time to prepay all or any part have no right of the Loan except as expressly provided in this Sectionprepayment.

Prepayment. (a) Provided no Event of Default has occurred and is continuing, Borrower may voluntarily prepay the Indebtedness Loan, in full and whole but not in part, upon not less than thirty (30) days' prior written notice to Lender and upon payment of the Prepayment Premium, plus any and all accrued and unpaid interest and any other amounts due and owing under the Loan Documents. If the Loan is prepaid, in whole (or in whole or in part (i) only on pursuant to a casualty or prior condemnation, or pursuant to the day that is two (2) years after the Start-Up DaySection 6.5), and each such prepayment shall be subject made to Lender on the prepayment date specified in the applicable notice to Lender pursuant hereto, and (in every case) together with the accrued and unpaid interest on the principal amount prepaid and upon payment of in full, any other amounts due and owing under the Loan Documents. If the Loan is accelerated for any reason other than casualty or condemnation or pursuant to Section 6.5, Borrower shall pay to Lender, in addition to all other amounts outstanding under the Loan Documents, the Prepayment Premium. For the avoidance of doubt, Borrower shall not be required to pay a prepayment premium in connection with any full or partial prepayment of the Loan pursuant to a casualty or condemnation, or pursuant to Section 6.5. Borrower may revoke a prepayment notice or extend the date of prepayment at any time prior to the date of prepayment without prejudice to Borrower's right to deliver a prepayment notice at some later date; provided, that (i) Borrower shall keep Lender reasonably apprised of the status of any refinancing during the period between the delivery of the prepayment notice and the delivery of the revocation notice, and (ii) only on or after the date which is sixty (60) days prior to the Maturity Date and there shall be no Prepayment Premium or penalty assessed against Borrower by reason of such prepayment; provided, however, that Borrower shall give to reimburse Lender, promptly on demand, for any reasonable out-of-pocket costs and expenses incurred by Lender at least fifteen (15) days prior written notice of any such prepayment. Any in reliance on the revoked or extended notice, or in connection with the anticipated prepayment of the Loan. Borrower acknowledges that the Prepayment Premium required by this Section constitutes partial compensation to Lender for the cost of reinvesting the Loan shall proceeds and for the loss of the contracted rate of return on the Loan. Furthermore, Borrower acknowledges that the loss that may be made sustained by Lender as a result of such a prepayment by Borrower is not susceptible of precise calculation and the Prepayment Premium represents the good faith effort of Borrower and Lender to compensate Lender for such loss. Borrower confirms that Lender's agreement to make the Loan at the interest rate and on a Payment Datethe other terms set forth herein constitutes adequate and valuable consideration, given individual weight by Borrower, for the prepayment provisions set forth in this Section 2.3(4). By initialing this provision where indicated below, Borrower waives any rights it may have under California Civil Code Section 2954.10, or any successor statute, and if any such prepayment is not made on a Payment Date, Borrower shall also pay confirms that Lender's agreement to Lender interest calculated make the Loan at the Interest Rate that would have accrued interest rate(s) and on such prepaid Principal Indebtedness through the end of the Interest Accrual Period in which such prepayment occurs. Notwithstanding the foregoingother terms set forth herein constitutes adequate and valuable consideration, Permitted Transfersgiven individual weight by Borrower, defeasance in accordance with Section 2.10 and Property Substitutions in accordance with Section 2.14 are not prepayments. (b) Subject to Section 8.40, at any time during the term of the Loan, if any Borrower is required by Lender under the provisions of any Mortgage to prepay the Loan or any portion thereof in the event of damage to or destruction of, or a Taking of any Individual Property, such Borrower shall pay any Insurance Proceeds or Condemnation proceeds in the following manner and order of priority (i) first, to prepay the Loan to the full extent of the Insurance Proceeds or the Condemnation Proceeds, as applicable, to the extent of the Allocated Loan Amount for the applicable Individual Property, and (ii) to the Borrowers. (c) All prepayments of the Indebtedness made pursuant to prepayment provisions set forth in this Section shall be applied by Lender in accordance with the provisions of Section 2.7 hereof2.3(4). (d) No Borrower shall be permitted at any time to prepay all or any part of the Loan except as expressly provided in this Section.

Prepayment. (a) Provided no Event of Default has occurred The Borrower shall have the right at any time and is continuingfrom time to time to prepay any Committed Borrowing, Borrower may voluntarily prepay in whole or in part, upon giving telecopy notice (or telephone notice promptly confirmed by telecopy notice) to the Indebtedness in full and not in part Agent: (i) only on or before 10:00 a.m., New York City time, two Business Days prior to prepayment, in the day that is two (2) years after the Start-Up Day, and such prepayment shall be subject to payment case of Prepayment PremiumEurodollar Loans, and (ii) only before 10:00 a.m., New York City time, on or after the date same Business Day of prepayment, in the case of ABR Loans; PROVIDED, HOWEVER, that each partial prepayment shall be in an amount which is sixty (60) days prior to the Maturity Date an integral multiple of $1,000,000 and there shall be no Prepayment Premium or penalty assessed against Borrower by reason of such prepayment; provided, however, that not less than $5,000,000. The Borrower shall give not have the right to Lender at least fifteen (15) days prior written notice of prepay any such prepayment. Any prepayment of the Loan shall be made on a Payment Date, and if any such prepayment is not made on a Payment Date, Borrower shall also pay to Lender interest calculated at the Interest Rate that would have accrued on such prepaid Principal Indebtedness through the end of the Interest Accrual Period in which such prepayment occurs. Notwithstanding the foregoing, Permitted Transfers, defeasance in accordance with Section 2.10 and Property Substitutions in accordance with Section 2.14 are not prepaymentsCompetitive Borrowing. (b) Subject On the date of any termination or reduction of the Commitments pursuant to Section 8.402.11, at any time during the term of the Loan, if any Borrower is required by Lender under the provisions of any Mortgage to prepay the Loan or any portion thereof in the event of damage to or destruction of, or a Taking of any Individual Property, such Borrower shall pay any Insurance Proceeds or Condemnation proceeds in the following manner and order of priority (i) first, to prepay the Loan to the full extent so much of the Insurance Proceeds or Committed Borrowings as shall be necessary in order that the Condemnation Proceeds, as applicable, to the extent aggregate principal amount of the Allocated Loan Amount for Competitive Loans and Committed Loans outstanding will not exceed the applicable Individual PropertyTotal Commitment, and (ii) after giving effect to the Borrowerssuch termination or reduction. (c) Each notice of prepayment from the Borrower shall specify the prepayment date and the principal amount of each Borrowing (or portion thereof) to be prepaid, shall be irrevocable and shall commit the Borrower to prepay such Borrowing (or portion thereof) by the amount stated therein on the date stated therein. All prepayments of the Indebtedness made pursuant to under this Section 2.12 shall be applied by Lender in accordance with the provisions of subject to Section 2.7 hereof. (d) No Borrower 2.15 but otherwise without premium or penalty. All prepayments under this Section 2.12 shall be permitted at any time accompanied by accrued interest on the principal amount being prepaid to prepay all or any part the date of the Loan except as expressly provided in this Sectionpayment.

Prepayment. (a) Provided no On and after the earlier to occur of ---------- (i) the Optional Prepayment Date or (ii) at Lender's sole election, upon the occurrence and during the continuance of an Event of Default has occurred and is continuinghereunder, Borrower may voluntarily prepay the Indebtedness in full and not in part (i) only on or prior to the day that is two (2) years after the Start-Up Day, and such prepayment shall be subject to payment of Prepayment Premium, and (ii) only any date on or after the date which is sixty (60) days prior such Event of Default, in addition to the Maturity Date and there shall be no Prepayment Premium or penalty assessed against Borrower by reason of such prepayment; provided, however, that Borrower shall give to Lender at least fifteen (15) days prior written notice of any such prepayment. Any prepayment of the Loan shall be made on a Payment Date, and if any such prepayment is not made on a Payment Dateall other payments required hereunder, Borrower shall also pay and use all Excess Cash Flow to Lender interest calculated at prepay the Interest Rate that would have accrued Loan on such prepaid Principal Indebtedness through the end of the Interest Accrual Period in which such prepayment occurs. Notwithstanding the foregoing, Permitted Transfers, defeasance each Payment Date in accordance with Section 2.10 2.12(g) and Property Substitutions Section 2.8 and, after --------------- ------- --- payment in accordance with Section 2.14 are full of the Principal Indebtedness (but not prepaymentsAccrued Interest or interest thereon) to pay Accrued Interest and interest thereon and all other amounts then owing. (b) Subject to Section 8.40, at any time during the term of the Loan, if any If Borrower is required by Lender under the provisions of any the Mortgage to prepay the Loan or any portion thereof in the event of damage to or damage, destruction of, or a Taking of any Individual Propertythe Facility, such Borrower shall pay any Insurance Proceeds or Condemnation proceeds in the following manner and order of priority (i) first, to prepay the Loan to the full extent of the Insurance Proceeds or the Condemnation Proceeds, as applicable, to the extent of the Allocated Loan Amount for the applicable Individual Property, and (ii) to the Borrowersthere shall be no Yield Maintenance Premium or penalty assessed against Borrower by reason thereof. (c) On and after the Optional Prepayment Date, Borrower may voluntarily prepay the Loan in whole or, if no Event of Default has occurred and is continuing, in part, and there shall be no Yield Maintenance Premium or penalty assessed against Borrower by reason thereof. (d) All prepayments of the Indebtedness made pursuant to this Section 2.7 shall be ------- --- applied by Lender in accordance with the provisions of Section 2.7 hereof2.8. ------- --- (e) Any prepayment of the Loan by Borrower is required to be made on a Payment Date. (df) No Borrower shall not be permitted at any time to prepay all or any part of the Loan except as expressly provided in this Section.Section 2.7. ------- ---

Prepayment. (a) Provided The Note may not be prepaid in whole or in part at the option of the Mortgagor except as provided in Section 12.6 below. (b) Partial prepayments of the Note shall not be permitted, except for partial prepayments resulting from Mortgagee’s election to apply insurance or condemnation proceeds to reduce the outstanding principal balance of the Note as provided in Section 3.1(b) hereof, in which event no prepayment fee or premium shall be due unless, at the time of either Mortgagee’s receipt of such proceeds or the application of such proceeds to the outstanding principal balance of the Note, an Event of Default has shall have occurred and is continuing, Borrower may voluntarily prepay the Indebtedness in full and not in part (i) only on or prior to the day that is two (2) years after the Start-Up Day, and such prepayment shall be subject to payment of Prepayment Premium, and (ii) only on or after the date which is sixty (60) days prior to the Maturity Date and there shall be no Prepayment Premium or penalty assessed against Borrower by reason of such prepayment; provided, however, that Borrower shall give to Lender at least fifteen (15) days prior written notice of any such prepayment. Any prepayment of the Loan shall be made on a Payment Date, and if any such prepayment is not made on a Payment Date, Borrower shall also pay to Lender interest calculated at the Interest Rate that would have accrued on such prepaid Principal Indebtedness through the end of the Interest Accrual Period in which such prepayment occurs. Notwithstanding the foregoingcase, Permitted Transfers, defeasance in accordance with Section 2.10 and Property Substitutions in accordance with Section 2.14 are not prepayments. (b) Subject to Section 8.40, at any time during the term of the Loan, if any Borrower is required by Lender under the provisions of any Mortgage to prepay the Loan or any portion thereof in the event of damage to or destruction of, or a Taking of any Individual Property, such Borrower Section 15.2 hereof shall pay any Insurance Proceeds or Condemnation proceeds in the following manner and order of priority (i) first, to prepay the Loan to the full extent of the Insurance Proceeds or the Condemnation Proceeds, as applicable, to the extent of the Allocated Loan Amount for the applicable Individual Property, and (ii) to the Borrowersbe controlling. (c) All prepayments of If the Indebtedness made indebtedness evidenced by the Note shall have been declared due and payable by Mortgagee pursuant to this Section shall be applied by Lender in accordance with the terms thereof or the terms hereof or the provisions of Section 2.7 hereof. any other Loan Document due to a default by Mortgagor, then there shall also then be immediately due and payable, a prepayment fee in an amount equal to the greater of (dA) No Borrower shall be permitted at any time to prepay all or any part one percent (1%) of the Loan except as expressly then outstanding principal balance of the Note on the date of acceleration, and (B) an amount (if any) which, when added to the then outstanding principal balance of the Note on the date of acceleration, would be sufficient to purchase securities meeting the requirements of Section 12.5(C)(2) below. In the event that any prepayment fee is due hereunder, Mortgagee shall deliver to Mortgagor a statement setting forth the amount and determination of the prepayment fee, and provided that Mortgagee shall have in this Sectiongood faith applied the formula described above, Mortgagor shall not have the right to challenge the calculation or the method of calculation set forth in any such statement in the absence of manifest error.

Prepayment. (a) Provided no Event of Default has occurred Each Borrower shall have the right at any time and is continuingfrom time to time to prepay any Standby Borrowing, Borrower may voluntarily prepay in whole or in part, upon giving telecopy notice (or telephone notice promptly confirmed by telecopy) to the Indebtedness in full and not in part Administrative Agent: (i) only on or before 10:00 a.m., New York City time, three Business Days prior to prepayment, in the day that is two (2) years after the Start-Up Day, and such prepayment shall be subject to payment case of Prepayment PremiumEurodollar Loans, and (ii) only on or after before 10:00 a.m., New York City time, one Business Day prior to prepayment, in the date case of ABR Loans; PROVIDED, HOWEVER, that each partial prepayment shall be in an amount which is sixty (60) days prior to the Maturity Date an integral multiple of $1,000,000 and there shall not less than $5,000,000. No prepayment may be no Prepayment Premium or penalty assessed against Borrower by reason of such prepayment; provided, however, that Borrower shall give to Lender at least fifteen (15) days prior written notice made in respect of any such prepayment. Any prepayment of the Loan shall be made on a Payment Date, and if any such prepayment is not made on a Payment Date, Borrower shall also pay to Lender interest calculated at the Interest Rate that would have accrued on such prepaid Principal Indebtedness through the end of the Interest Accrual Period in which such prepayment occurs. Notwithstanding the foregoing, Permitted Transfers, defeasance in accordance with Section 2.10 and Property Substitutions in accordance with Section 2.14 are not prepaymentsCompetitive Borrowing. (b) Subject On the date of any termination or reduction of the Commitments pursuant to Section 8.402.11(b), at any time during the term Borrowers shall pay or prepay so much of the Loan, if any Borrower is required by Lender under Standby Borrowings as shall be necessary in order that the provisions of any Mortgage to prepay the Loan or any portion thereof in the event of damage to or destruction of, or a Taking of any Individual Property, such Borrower shall pay any Insurance Proceeds or Condemnation proceeds in the following manner and order of priority (i) first, to prepay the Loan to the full extent aggregate principal amount of the Insurance Proceeds Competitive Loans and Standby Loans outstanding will not exceed the Total Commitment, after giving effect to such termination or the Condemnation Proceeds, as applicable, to the extent of the Allocated Loan Amount for the applicable Individual Property, and (ii) to the Borrowersreduction. (c) Each notice of prepayment shall specify the prepayment date and the principal amount of each Borrowing (or portion thereof) to be prepaid, shall be irrevocable and shall commit the applicable Borrower to prepay such Borrowing (or portion thereof) by the amount stated therein on the date stated therein. All prepayments of the Indebtedness made pursuant to under this Section 2.12 shall be applied by Lender in accordance with the provisions of subject to Section 2.7 hereof. (d) No Borrower 2.15 but otherwise without premium or penalty. All prepayments under this Section 2.12 shall be permitted at any time accompanied by accrued interest on the principal amount being prepaid to prepay all or any part the date of the Loan except as expressly provided in this Sectionpayment.

Prepayment. (a) Provided no Event of Default has occurred and is continuing, The Borrower may voluntarily prepay shall have the Indebtedness in full and not in part right (i) only on or prior subject to the day that is payment of LIBOR breakage compensation as hereinafter described in this Section 5.05 with respect to Loans subject to the LIBOR Rate Option), at any time or from time to time, upon two (2) years after the Start-Up Day, and such prepayment shall be subject to payment of Prepayment Premium, and (ii) only on or after the date which is sixty (60) days prior to the Maturity Date and there shall be no Prepayment Premium or penalty assessed against Borrower by reason of such prepayment; provided, however, that Borrower shall give to Lender at least fifteen (15) days Cleveland Banking Days’ prior written notice of any such prepayment. Any prepayment of the Loan shall be made on a Payment Date, and if any such prepayment is not made on a Payment Date, Borrower shall also pay to Lender interest calculated at the Interest Rate that would have accrued on such prepaid Principal Indebtedness through the end of the Interest Accrual Period (or telephonic notice promptly confirmed in which such prepayment occurs. Notwithstanding the foregoing, Permitted Transfers, defeasance in accordance with Section 2.10 and Property Substitutions in accordance with Section 2.14 are not prepayments. (bwriting) Subject to Section 8.40, at any time during the term of the Loan, if any Borrower is required by Lender under the provisions of any Mortgage to prepay the Loan or any portion thereof in the event of damage to or destruction of, or a Taking of any Individual Property, such Borrower shall pay any Insurance Proceeds or Condemnation proceeds in the following manner and order of priority (i) first, to prepay the Loan to the full extent of the Insurance Proceeds or the Condemnation Proceeds, as applicable, to the extent of the Allocated Loan Amount for the applicable Individual Property, and (ii) to the Borrowers. (c) All prepayments of the Indebtedness made pursuant to this Section shall be applied by Lender in accordance with the provisions of Section 2.7 hereof. (d) No Borrower shall be permitted at any time to prepay all or any part of the principal amount of the Loans then outstanding as designated by the Borrower, subject to the provisions of Section 5.05(b) hereof, plus interest accrued on the amount so prepaid to the date of such prepayment, which notice shall promptly be transmitted by the Agent to each of the Banks. (b) The Borrower agrees that if LIBOR as determined as of 11:00 a.m. London time, two (2) London Banking Days’ prior to the date of prepayment or acceleration of any Loans (hereinafter, “Prepayment LIBOR”) shall be lower than the last LIBOR (without giving effect to the LIBOR Floor) previously determined for those Loans accruing interest at LIBOR with respect to which prepayment is intended to be made or that are accelerated prior to the end of the applicable Interest Period (hereinafter, “Last LIBOR”), then the Borrower shall, upon written notice by the Agent, promptly pay to the Agent, for the account of each of the Banks, in immediately available funds, LIBOR breakage compensation measured by a rate (the “LIBOR Breakage Rate”) which shall be equal to the difference between the Last LIBOR and the Prepayment LIBOR. In determining the Prepayment LIBOR payable to each Bank, the Agent shall apply a rate for each Bank equal to LIBOR for a deposit approximately equal to each Bank’s portion of such prepayment or accelerated balance which would be applicable to an Interest Period commencing on the date of such prepayment or acceleration and having a duration as nearly equal as practicable to the remaining duration of the actual Interest Period during which such acceleration occurs or prepayment is to be made. In addition, the Borrower shall immediately pay directly to each Bank the amount claimed as additional costs or expenses (including, without limitation, cost of telex, wires, or cables) incurred by such Bank in connection with the prepayment or acceleration upon the Borrower’s receipt of a written statement from such Bank. The LIBOR Breakage Rate shall be applied to all or such part of the principal amounts of the Notes that relate to the Loans subject to the LIBOR Rate Option to be prepaid, or that are accelerated and the LIBOR breakage compensation shall be computed for the period commencing with the date on which such prepayment is to be made or acceleration occurs to that date which coincides with the last day of the Interest Period previously established when the Loans subject to the LIBOR Rate Option, which are to be prepaid or are accelerated, were made. Each voluntary prepayment of a Loan shall be in an aggregate principal sum of not less than One Million Dollars ($1,000,000) (except in the case of a Loan initially made in an aggregate amount less than One Million Dollars ($1,000,000) in which case, such voluntary prepayment shall be in the aggregate principal sum of such Loan) and, if greater, in an integral multiple of Two Hundred Fifty Thousand Dollars ($250,000). In the event the Borrower cancels a proposed Loan subject to the LIBOR Rate Option subsequent to the delivery to the Agent of a Notice of Borrowing with respect to such Loan, but prior to the draw down of funds thereunder, or the continuation of or conversion to a Loan subject to the LIBOR Rate Option does not occur for any reason (other than a default by any Bank or the Agent), such cancellation or failure to continue or convert shall be treated as expressly provided in this Sectiona prepayment subject to the aforementioned LIBOR breakage compensation.

Prepayment. Borrower may not voluntarily or involuntarily prepay the Loan in whole or in part unless Borrower pays to Lender, concurrently with such prepayment, a yield maintenance prepayment fee (athe “Prepayment Fee”) Provided no Event computed in accordance with Exhibit A attached hereto and incorporated herein by this reference. In addition, if for any reason (other than Lender’s default), on the Fixed Rate Commencement Date, the stated face amount of Default has occurred and is continuingthis Note exceeds the then outstanding principal balance of the Note, Borrower may voluntarily prepay the Indebtedness in full and not in part (i) only on or prior to the day that is two (2) years after the Start-Up Dayshall, and such prepayment shall be subject to payment of Prepayment Premiumupon ▇▇▇▇▇▇’s demand, and (ii) only on or after the date which is sixty (60) days prior to the Maturity Date and there shall be no Prepayment Premium or penalty assessed against Borrower by reason of such prepayment; provided, however, that Borrower shall give to Lender at least fifteen (15) days prior written notice of any such prepayment. Any prepayment of the Loan shall be made on a Payment Date, and if any such prepayment is not made on a Payment Date, Borrower shall also pay to Lender interest calculated at the Interest Rate that would have accrued on such prepaid Principal Indebtedness through the end of the Interest Accrual Period in which such prepayment occurs. Notwithstanding the foregoing, Permitted Transfers, defeasance in accordance with Section 2.10 and Property Substitutions in accordance with Section 2.14 are not prepayments. (b) Subject to Section 8.40, at any time during the term of the Loan, if any Borrower is required by Lender under the provisions of any Mortgage to prepay the Loan or any portion thereof in the event of damage to or destruction of, or a Taking of any Individual Property, such Borrower shall pay any Insurance Proceeds or Condemnation proceeds in the following manner and order of priority (i) first, to prepay the Loan Prepayment Fee equal to the full extent of Prepayment Fee which would be due and payable if Borrower had prepaid such excess amount on the Insurance Proceeds or day immediately following the Condemnation ProceedsFixed Rate Commencement Date. BY INITIALING BELOW, as applicableBORROWER ACKNOWLEDGE(S) AND AGREE(S) THAT: (A) EXCEPT AS OTHERWISE EXPRESSLY PROVIDED ABOVE, to the extent of the Allocated Loan Amount for the applicable Individual PropertyTHERE IS NO RIGHT TO PREPAY THE LOAN IN WHOLE OR IN PART, and WITHOUT PAYING THE APPLICABLE PREPAYMENT FEE , (iiB) to the BorrowersBORROWER SHALL BE LIABLE FOR PAYMENT OF THE PREPAYMENT FEE IF LENDER EXERCISES ITS RIGHT TO ACCELERATE PAYMENT OF THE LOAN, INCLUDING WITHOUT LIMITATION, ACCELERATION UNDER A DUE-ON-SALE PROVISION; (C) BORROWER WAIVES ANY RIGHTS UNDER SECTION 2954.10 OF THE CALIFORNIA CIVIL CODE, OR ANY SUCCESSOR STATUTE; AND (D) LENDER HAS MADE THE LOAN PURSUANT TO THIS NOTE IN RELIANCE ON THESE AGREEMENTS. ______________________ BORROWER’S INITIALS Miscellaneous. (c) All prepayments of the Indebtedness made pursuant to this Section shall be applied by Lender in accordance with the provisions of Section 2.7 hereof. (d) No Borrower shall be permitted at any time to prepay all or any part of the Loan except as expressly provided in this Section.

Prepayment. Notwithstanding the foregoing, so long as Borrower has not received a Lender Conversion Notice (aas defined below) Provided or an Installment Notice (as defined below) from Lender where the applicable Conversion Shares have not yet been delivered and so long as no Event of Default has occurred since the Effective Date (whether declared by Lender or undeclared and is continuingregardless of whether or not cured), then Borrower may voluntarily shall have the right, exercisable on not less than five (5) Trading Days prior written notice to Lender to prepay the Indebtedness Outstanding Balance of this Note, in full full, in accordance with this Section 1. Any notice of prepayment hereunder (an “Optional Prepayment Notice”) shall be delivered to Lender at its registered address and not in part shall state: (i) only on or prior that Borrower is exercising its right to the day that is two (2) years after the Start-Up Day, and such prepayment shall be subject to payment of Prepayment Premiumprepay this Note, and (ii) only on or after the date of prepayment, which is sixty shall be not less than five (605) days Trading Days from the date of the Optional Prepayment Notice. On the date fixed for prepayment (the “Optional Prepayment Date”), Borrower shall make payment of the Optional Prepayment Amount (as defined below) to or upon the order of Lender as may be specified by Lender in writing to Borrower. If Borrower exercises its right to prepay this Note, Borrower shall make payment to Lender of an amount in cash equal to 125% (the “Prepayment Premium”) multiplied by the then Outstanding Balance of this Note (the “Optional Prepayment Amount”). In the event Borrower delivers the Optional Prepayment Amount to Lender prior to the Maturity Optional Prepayment Date or without delivering an Optional Prepayment Notice to Lender as set forth herein without Lender’s prior written consent, the Optional Prepayment Amount shall not be deemed to have been paid to Lender until the Optional Prepayment Date. Moreover, in such event the Optional Prepayment Liquidated Damages Amount will automatically be added to the Outstanding Balance of this Note on the day Borrower delivers the Optional Prepayment Amount to Lender. In the event Borrower delivers the Optional Prepayment Amount without an Optional Prepayment Notice, then the Optional Prepayment Date will be deemed to be the date that is five (5) Trading Days from the date that the Optional Prepayment Amount was delivered to Lender and there Lender shall be no entitled to exercise its conversion rights set forth herein during such five (5) day period. In addition, if Borrower delivers an Optional Prepayment Premium or penalty assessed against Borrower by reason of such prepayment; provided, however, that Borrower shall give Notice and fails to pay the Optional Prepayment Amount due to Lender at least fifteen within two (152) days prior written notice of any such prepayment. Any prepayment of Trading Days following the Loan shall be made on a Payment Date, and if any such prepayment is not made on a Payment Optional Prepayment Date, Borrower shall also pay to Lender interest calculated at the Interest Rate that would have accrued on such prepaid Principal Indebtedness through the end of the Interest Accrual Period in which such prepayment occurs. Notwithstanding the foregoing, Permitted Transfers, defeasance in accordance with Section 2.10 and Property Substitutions in accordance with Section 2.14 are not prepayments. (b) Subject to Section 8.40, at any time during the term of the Loan, if any Borrower is required by Lender under the provisions of any Mortgage forever forfeit its right to prepay the Loan or any portion thereof in the event of damage to or destruction of, or a Taking of any Individual Property, such Borrower shall pay any Insurance Proceeds or Condemnation proceeds in the following manner and order of priority (i) first, to prepay the Loan to the full extent of the Insurance Proceeds or the Condemnation Proceeds, as applicable, to the extent of the Allocated Loan Amount for the applicable Individual Property, and (ii) to the Borrowersthis Note. (c) All prepayments of the Indebtedness made pursuant to this Section shall be applied by Lender in accordance with the provisions of Section 2.7 hereof. (d) No Borrower shall be permitted at any time to prepay all or any part of the Loan except as expressly provided in this Section.

Prepayment. (aA) Provided no Event of Default has occurred and is continuingExcept as otherwise provided herein, Borrower may voluntarily prepay or cause to be prepaid the Indebtedness principal of any Loan in full and not whole or, from time to time, in part part, without premium or penalty (except for any amounts due or which may become due (i) only on under any the terms of any Hedging Contract in connection with the prepayment of any Loans relating to any such Hedging Contract or prior (ii) under Section 4.6 of this Agreement). (B) Except as may otherwise be expressly provided for in the Loan Documents to the day that is two contrary or waived by Bank in its discretion, (2i) years after promptly upon receipt of any Net Cash Proceeds arising from a Debt Issuance other than Permitted Indebtedness or an Equity Issuance, each Borrower shall pay such Net Cash Proceeds to Bank as a prepayment of the Start-Up Day, Loans (to be applied to the Term Loan first and such prepayment shall be subject then to payment of Prepayment Premium, the Revolver Loan); and (ii) only on a date not later than six (6) months from receipt of any Net Cash Proceeds arising from an Asset Disposition other than Permitted Transfers of Assets, or after a Casualty or Condemnation Event in excess of the date which is sixty (60) days prior to the Maturity Date and there shall be no Prepayment Premium or penalty assessed against Borrower by reason of such prepayment; providedThreshold Amount, however, that each Borrower shall give pay such Net Cash Proceeds to Lender at least fifteen (15) days prior written notice of any such prepayment. Any Bank as a prepayment of the Loans (to be applied to the Term Loan shall be made on a Payment Date, first and if then to the Revolver Loan) to the extent such Net Cash Proceeds have not been reinvested in the other Tangible Property used in the business of any such prepayment is not made on a Payment Date, Borrower shall also pay to Lender interest calculated at the Interest Rate that would have accrued on such prepaid Principal Indebtedness through the end of the Interest Accrual Period in which such prepayment occurs. Notwithstanding the foregoing, Permitted Transfers, defeasance in accordance with Section 2.10 and Property Substitutions in accordance with Section 2.14 are not prepaymentsBorrower. (b) Subject to Section 8.40, at any time during the term of the Loan, if any Borrower is required by Lender under the provisions of any Mortgage to prepay the Loan or any portion thereof in the event of damage to or destruction of, or a Taking of any Individual Property, such Borrower shall pay any Insurance Proceeds or Condemnation proceeds in the following manner and order of priority (i) first, to prepay the Loan to the full extent of the Insurance Proceeds or the Condemnation Proceeds, as applicable, to the extent of the Allocated Loan Amount for the applicable Individual Property, and (ii) to the Borrowers. (cC) All prepayments of the Indebtedness made pursuant to this Section partial prepayments, whether voluntary or mandatory, shall be applied by Lender in accordance with first to accrued and unpaid interest then due and payable, and then to outstanding principal, provided that no prepayment shall entitle the provisions of Section 2.7 hereofBorrowers to cease making any payment as otherwise scheduled hereunder. (d) No Borrower shall be permitted at any time to prepay all or any part of the Loan except as expressly provided in this Section.

Prepayment. (a) Provided no Event of Default has occurred The Borrower shall have the right at any time and is continuingfrom time to time to prepay any Standby Borrowing, Borrower may voluntarily prepay in whole or in part, upon giving telecopy notice (or telephone notice promptly confirmed by telecopy) to the Indebtedness in full and not in part Administrative Agent: (i) only on or before 10:00 a.m., Houston time, three Business Days prior to prepayment, in the day that is two (2) years after the Start-Up Day, and such prepayment shall be subject to payment case of Prepayment PremiumEurodollar Loans, and (ii) only on or after the date which is sixty (60) days before 10:00 a.m., Houston time, one Business Day prior to prepayment, in the Maturity Date and there shall be no Prepayment Premium or penalty assessed against Borrower by reason case of such prepaymentABR Loans; provided, however, that Borrower each partial prepayment shall give to Lender at least fifteen (15) days prior written notice be in an amount which is an integral multiple of $10,000,000 and not less than $10,000,000. No prepayment may be made in respect of any such prepaymentCompetitive Borrowing. Any principal amount of any Loan repaid or prepaid at any time and not refinanced on the date of such repayment or prepayment (as the case may be) with the proceeds of the another Loan shall may not be made on a Payment Date, and if any such prepayment is not made on a Payment Date, Borrower shall also pay to Lender interest calculated at the Interest Rate that would have accrued on such prepaid Principal Indebtedness through the end of the Interest Accrual Period in which such prepayment occurs. Notwithstanding the foregoing, Permitted Transfers, defeasance in accordance with Section 2.10 and Property Substitutions in accordance with Section 2.14 are not prepaymentsreborrowed. (b) Subject On the date of any termination or reduction of the Commitments pursuant to Section 8.402.10, at any time during the term of the Loan, if any Borrower is required by Lender under the provisions of any Mortgage to prepay the Loan or any portion thereof in the event of damage to or destruction of, or a Taking of any Individual Property, such Borrower shall pay any Insurance Proceeds or Condemnation proceeds in the following manner and order of priority (i) first, to prepay the Loan to the full extent so much of the Insurance Proceeds or Standby Borrowings as shall be necessary in order that the Condemnation Proceeds, as applicable, to the extent aggregate principal amount of the Allocated Loan Amount for Competitive Loans and Standby Loans outstanding will not exceed the applicable Individual PropertyTotal Commitment, and (ii) after giving effect to the Borrowerssuch termination or reduction. (c) Each notice of prepayment shall specify the prepayment date and the principal amount of each Borrowing (or portion thereof) to be prepaid, shall be irrevocable and shall commit the Borrower to prepay such Borrowing (or portion thereof) by the amount stated therein on the date stated therein. All prepayments of the Indebtedness made pursuant to under this Section 2.11 shall be applied subject to Section 8.05 but INTERIM FACILITY 30 otherwise without premium or penalty. All prepayments under this Section 2.11 shall be accompanied by Lender in accordance with accrued interest on the provisions principal amount being prepaid to the date of Section 2.7 hereofpayment. (d) No Upon (i) the issuance by the Borrower (or any special purpose financing Subsidiary of the Borrower, other than FinC▇ ▇, FinC▇ ▇ ▇r any Subsidiary of FinC▇ ▇ ▇r of FinC▇ ▇) of any debt, equity or other capital market instruments or other securities (other than stock of the Borrower issued in connection with employee stock option and other stock purchase and incentive plans in effect on the date hereof), (ii) the disposition by the Borrower of any of the capital shares of FinC▇ ▇, FinC▇ ▇ ▇r Enserch, or (iii) the payment by any Acquisition Company to the Borrower of any amount in respect of shares of the Borrower exchanged for Target Shares, the Borrower shall prepay the principal amount of Loans hereunder in an amount equal to the net proceeds of such issuance or disposition or such payment, as the case may be, with such prepayment to be permitted at accompanied by payment of accrued interest on such Loans being prepaid to the date of payment and any time amounts payable pursuant to prepay all or any part Section 8.05. Any amounts required to be applied to the prepayment of Loans shall be applied as follows: first, to the immediate prepayment of ABR Loans outstanding, second, to the prepayment of Eurodollar Loans (not constituting Competitive Loans) outstanding on the last day of the Loan except as expressly provided respective Interest Periods for such Eurodollar Loans in this Sectionthe order that they occur, and third, to the repayment of Competitive Loans, on the last day of the respective Interest Periods for such Competitive Loans in the order that they occur.

Prepayment. 8.1 The Borrowers shall be obliged to prepay such part of the Facility as provided in Clause 8.2 herebelow together with interest and all other sums due to the Creditor Parties in respect of such part of the Facility if a Mortgaged Vessel (i) is sold or the Shipbuilding Contract for that Vessel is assigned, transferred, sold or novated to and in favour of any person (the “Sale Reduction”) or (ii) becomes a Total Loss or (iii) the Mortgage over such Mortgaged Vessel is discharged pursuant to paragraph (c) herebelow as follows: (a) Provided no Event in the case of Default has occurred and is continuing, Borrower may voluntarily prepay a Sale Reduction on or before the Indebtedness in full and not in part date on which either (i) only the delivery of the relevant Mortgaged Vessel to its buyer or (ii) the assignment, transfer, novation or sale of the Shipbuilding Contract for the relevant Vessel is completed or; (b) in the case of the Total Loss on or prior to the day that is two earlier of (2i) years the date falling 180 days after the Start-Up Day, and date of the occurrence of such prepayment shall be subject to payment of Prepayment Premium, Total Loss and (ii) only the date of receipt by the Security Trustee of the proceeds of insurance relating to such Total Loss; or (c) in the case that a Mortgage over a Mortgaged Vessel is discharged (other than in the circumstances referred to in paragraph (a) above and where the Borrowers and the other Security Parties have discharged, all their obligations under the Finance Documents) on or after before the date which of such Mortgage is sixty (60) days discharged. 8.2 In case that any of the events referred to in Clause 8.1 occurs in respect of a Vessel prior to the Maturity Date and there Final Availability Date, the Borrowers shall be no Prepayment Premium or penalty assessed against Borrower by reason of such prepayment; provided, however, that Borrower shall give to Lender at least fifteen (15) days prior written notice of any such prepayment. Any prepayment of the Loan shall be made on a Payment Date, and if any such prepayment is not made on a Payment Date, Borrower shall also pay to Lender interest calculated at the Interest Rate that would have accrued on such prepaid Principal Indebtedness through the end of the Interest Accrual Period in which such prepayment occurs. Notwithstanding the foregoing, Permitted Transfers, defeasance in accordance with Section 2.10 and Property Substitutions in accordance with Section 2.14 are not prepayments. (b) Subject to Section 8.40, at any time during the term of the Loan, if any Borrower is required by Lender under the provisions of any Mortgage obliged to prepay the Loan or Tranche relevant to such Vessel in full, whereas in case that any portion thereof in such event occurs after the event Final Availability Date, the Borrowers shall be obliged to prepay the higher of damage to or destruction of, or a Taking of any Individual Property, such Borrower shall pay any Insurance Proceeds or Condemnation proceeds in the following manner and order of priority (i) first, the Tranche related to prepay the Loan to the such Vessel in full extent of the Insurance Proceeds or the Condemnation Proceeds, as applicable, to the extent of the Allocated Loan Amount for the applicable Individual Property, and (ii) to the Borrowers. (c) All prepayments of the Indebtedness made pursuant to this Section shall be applied by Lender in accordance with the provisions of Section 2.7 hereof. (d) No Borrower shall be permitted at any time to prepay all or any a part of the Loan except as expressly provided Facility equal to the Relevant Amount. 8.3 For the purposes of Clause 8.2, the following terms shall have the following meanings: (a) the term “Relevant Amount” shall mean an amount in this Section.Euros equal to the higher of

Prepayment. (a) Provided no Event of Default has occurred and is continuing, Borrower may voluntarily prepay During the Indebtedness in full and not in part first thirty (i30) only on or prior to the day that is two (2) years after the Start-Up Day, and such prepayment shall be subject to payment of Prepayment Premium, and (ii) only on or months after the date which is sixty (60) days prior to the Maturity Date and there of this Note, Maker shall be have no Prepayment Premium or penalty assessed against Borrower by reason of such prepayment; provided, however, that Borrower shall give to Lender at least fifteen (15) days prior written notice of any such prepayment. Any prepayment of the Loan shall be made on a Payment Date, and if any such prepayment is not made on a Payment Date, Borrower shall also pay to Lender interest calculated at the Interest Rate that would have accrued on such prepaid Principal Indebtedness through the end of the Interest Accrual Period in which such prepayment occurs. Notwithstanding the foregoing, Permitted Transfers, defeasance in accordance with Section 2.10 and Property Substitutions in accordance with Section 2.14 are not prepayments. (b) Subject to Section 8.40, at any time during the term of the Loan, if any Borrower is required by Lender under the provisions of any Mortgage to prepay the Loan or any portion thereof in the event of damage to or destruction of, or a Taking of any Individual Property, such Borrower shall pay any Insurance Proceeds or Condemnation proceeds in the following manner and order of priority (i) first, to prepay the Loan to the full extent of the Insurance Proceeds or the Condemnation Proceeds, as applicable, to the extent of the Allocated Loan Amount for the applicable Individual Property, and (ii) to the Borrowers. (c) All prepayments of the Indebtedness made pursuant to this Section shall be applied by Lender in accordance with the provisions of Section 2.7 hereof. (d) No Borrower shall be permitted at any time right to prepay all or any part of this Note. (b) At any time after the date that is thirty (30) months following the date of this Note, Maker shall have the right to prepay the full principal amount of this Note and all accrued but unpaid interest hereon as of the date of prepayment, provided that (i) Maker gives not less than thirty (30) days' prior written notice to Holder of Maker's election to prepay this Note, and (ii) Maker pays a prepayment premium to Holder equal to the greater of (A) one percent (1%) of the outstanding principal amount of this Note or (B) the Present Value of this Note (hereinafter defined), less the amount of principal being prepaid, calculated as of the prepayment date. (c) Holder shall notify Maker of the amount and basis of determination of the prepayment premium. Holder shall not be obligated to accept any prepayment of the principal balance of this Note unless such prepayment is accompanied by the applicable prepayment premium and all accrued interest and other sums due under this Note. Maker may not prepay the Loan except on a Friday or on any day preceding a public holiday, or the equivalent for banks generally under the laws of the State in which the Property (hereinafter defined) is located (the "State"). (d) Except for (i) the application of all or any portion of an Additional Principal Payment to the principal balance of this Note in connection with a "Permitted Release" (as expressly such term is defined in the Loan and Partial Release Agreement of even date herewith by and between Holder and Maker (the "Loan Agreement")), (ii) payments of Net Operating Income, as required above, and (iii) the application of insurance proceeds or condemnation awards to the principal balance of this Note, as provided in the Deed of Trust (hereinafter defined), in no event shall Maker be permitted to make any partial prepayments of this SectionNote. (e) If Holder accelerates this Note for any reason, then in addition to Maker's obligation to pay the then outstanding principal balance of this Note and all accrued but unpaid interest thereon, Maker shall pay an additional amount equal to the prepayment premium that would be due to Holder if Maker were voluntarily prepaying this Note at the time that such acceleration occurred, or if under the terms hereof no voluntary prepayment would be permissible on the date of such acceleration, Maker shall pay a prepayment premium calculated as set forth in the Deed of Trust. (f) For the purposes of the foregoing: (i) The "Present Value of this Note" with respect to any prepayment of this Note, as of any date, shall be determined by discounting all scheduled payments of principal and interest remaining to maturity of this Note, attributed to the amount being prepaid, at the Discount Rate. If prepayment occurs on a date other than a regularly scheduled payment date, the actual number of days remaining from the prepayment date to the next regularly scheduled payment date will be used to discount within such period; (ii) The "Discount Rate" is the rate which, when compounded monthly, is equivalent to the Treasury Rate, when compounded semi-annually;

Prepayment. Subject to the Intercreditor Agreement, prepayments of the Term Loans shall be (aor in the case of Section 2.1(g)(1), may be) Provided no Event of Default has occurred and is continuing, Borrower may voluntarily prepay the Indebtedness in full and not in part made as set forth below: (i) only The Borrower Agent shall have the right, by giving written notice to the Administrative Agent (which such written notice shall be in a form approved by the Administrative Agent (including any form on an electronic platform or electronic transmission system as shall be reasonably approved by the Administrative Agent), substantially completed and signed by a Responsible Officer) by not later than 1:00 p.m. on the third (3rd) Business Day preceding the date of such prepayment, to prepay all or any portion of the aggregate principal amount of the Term Loans, without premium or penalty, except that any prepayment of Term Loans pursuant to this Section 2.1(g)(1)(i) effected on or prior to the day date that is two 18 months following the Closing Date shall be accompanied by a fee payable to the Lenders in an amount equal to the applicable Call Premium. Such fee shall be paid by Borrowers to the Administrative Agent, for the account of the Lenders, on the date of such prepayment. Each partial prepayment shall be in an aggregate principal amount of not less than $1,000,000 and shall be accompanied by accrued interest to the date of prepayment on the amount prepaid. Borrowers shall reimburse the Lenders and the Administrative Agent on demand for any amounts set forth in, and to the extent required by, Section 10.5. Voluntary prepayments of Term Loans shall be applied to reduce the remaining scheduled repayments required by Section 2.1(d)(1) as the Borrower Agent shall direct. (ii) On or prior to the Equity Prepay Expiration Date, the Borrower Agent shall have the right, by giving written notice to the Administrative Agent (which such written notice shall be in a form approved by the Administrative Agent (including any form on an electronic platform or electronic transmission system as shall be reasonably approved by the Administrative Agent), substantially completed and signed by a Responsible Officer) by not later than 1:00 p.m. on the third (3rd) Business Day preceding the date of such prepayment, to prepay all or any portion of the aggregate principal amount of the Term Loans, without premium or penalty, from the Net Cash Proceeds received by Holdings from a Qualifying Issuance; provided, that (A) the maximum principal amount of the Term Loans that may prepaid pursuant to this Section 2.1(g)(1)(ii) with respect to any Qualifying Issuance shall not exceed fifty percent (50%) of the Net Cash Proceeds received by Holdings from such Qualifying Issuance, (B) the aggregate principal amount of the Term Loans that may prepaid pursuant to this Section 2.1(g)(1)(ii), whether in connection with one or multiple Qualifying Issuances, shall in no event exceed $2,500,000, and (C) in no event shall the Loan Parties be permitted to prepay any Term Loans pursuant to this Section 2.1(g)(1)(ii) after the Equity Prepay Expiration Date. Each partial prepayment shall be in an aggregate principal amount of not less than $1,000,000 and shall be accompanied by accrued interest to the date of prepayment on the amount prepaid. Borrowers shall reimburse the Lenders and the Administrative Agent on demand for any amounts set forth in, and to the extent required by, Section 10.5. Voluntary prepayments of Term Loans shall be applied to reduce the remaining scheduled repayments required by Section 2.1(d)(1) as the Borrower Agent shall direct. (2) years after Concurrently with the Startreceipt by Holdings or any of its Subsidiaries of any Net Cash Proceeds of any Extraordinary Receipts, the Borrowers shall make a mandatory prepayment of the Term Loans in an amount equal to 100.0% of such Net Cash Proceeds. (3) No later than five (5) days following the date of delivery of annual audited financial statements for the fiscal year ending December 31, 2017 pursuant to Section 5.1(b) and thereafter no later than the date five (5) days following the date of delivery of annual audited financial statements for each subsequent fiscal year pursuant to Section 5.1(b) (such required payment date during any fiscal year is herein referred to as the “Initial ECF Payment Date” in respect of such fiscal year), the Borrowers shall make a mandatory prepayment of the Term Loans in an amount equal to (i) if the Total Net Leverage Ratio at the end of such the applicable Excess Cash Flow Period shall have been greater than or equal to 3.25:1.00, 50.0% of Excess Cash Flow for such Excess Cash Flow Period, (ii) if the Total Net Leverage Ratio at the end of such the applicable Excess Cash Flow Period shall have been less than 3.25:1.00 but greater than or equal to 2.50:1.00, 25.0% of Excess Cash Flow for such Excess Cash Flow Period, or (iii) if the Total Net Leverage Ratio at the end of such the applicable Excess Cash Flow Period shall have been less than 2.50:1.00, 0.0% of Excess Cash Flow for such Excess Cash Flow Period (the amount of the required mandatory prepayment to be made in a fiscal year as determined in accordance with the foregoing is herein referred to as the “ECF Payment Amount” in respect of such fiscal year); provided that, at the option of the Borrowers, any voluntary prepayments of the Term Loans (to the extent paid with Internally Generated Funds) made during such fiscal year prior to the applicable Initial ECF Payment Date in such fiscal year (and without duplication in the next fiscal year) will reduce the ECF Payment Amount required for such fiscal year on a dollar-Up Dayfor-dollar basis; provided, and further, that, if the ECF Liquidity as of the Initial ECF Payment Date in a particular fiscal year, calculated on a pro forma basis assuming that the entire ECF Payment Amount for such fiscal year was paid on such Initial ECF Payment Date, is less than $10,000,000, then: (A) the Borrowers shall have the option (exercisable by delivery of written notice thereof delivered by the Borrower Agent to the Administrative Agent on or prior to such Initial ECF Payment Date) to either: (i) make a mandatory prepayment of Term Loans under this Section 2.1(g)(3) on such Initial ECF Payment Date in an amount equal to the entire ECF Payment Amount for such fiscal year; or (ii) elect to (a) reduce the mandatory prepayment of Term Loans required to be made pursuant to this Section 2.1(g)(3) on such Initial ECF Payment Date to an amount equal to the product of (x) 50%, times (y) the ECF Payment Amount for such fiscal year (the “Partial ECF Payment Amount”), which Partial ECF Payment Amount shall be subject due and payable by the Borrowers no later than the date five (5) days following the date of delivery of the annual audited financial statements pursuant to payment of Prepayment PremiumSection 5.1(b) for the prior fiscal year, and (b) defer the obligation of the Borrowers’ to prepay the amount by which the ECF Payment Amount for such fiscal year exceeds such Partial ECF Payment Amount (the “Remaining ECF Payment Amount”) until either the Second ECF Payment Date or Third ECF Payment Date as determined in accordance with clauses (B) and (C) below; (B) if, pursuant to clause (A) above, the Borrowers shall have duly elected to make a payment of the Partial ECF Payment Amount on the Initial ECF Payment Date in respect of such fiscal year, then, on June 30 of such fiscal year (or, if such date is not a Business Day, on the next succeeding Business Day) (the “Second ECF Payment Date”), the Borrowers shall make a mandatory prepayment of Term Loans under this Section 2.1(g)(3) in an amount equal to the Remaining ECF Payment Amount for such fiscal year; provided, that, if the ECF Liquidity as of such Second ECF Payment Date, calculated on a pro forma basis assuming that the entire Remaining ECF Payment Amount for such fiscal year was paid on such Second ECF Payment Date, is less than $10,000,000, then the Borrowers shall have the option (exercisable by delivery of written notice thereof delivered by the Borrower Agent to the Administrative Agent on or prior to such Second ECF Payment Date) to either: (i) make a mandatory prepayment of Term Loans under this Section 2.1(g)(3) on such Second ECF Payment Date in an amount equal to the Remaining ECF Payment Amount for such fiscal year; or (ii) only elect to defer the obligation of the Borrowers’ to prepay the Remaining ECF Payment Amount until the Third ECF Payment Date; and (C) if, pursuant to clause (B) above, the Borrowers shall have duly elected to defer the obligation of the Borrowers’ to prepay the Remaining ECF Payment Amount until the Third ECF Payment Date, then, on September 30 of such fiscal year (or, if such date is not a Business Day, on the next succeeding Business Day) (the “Third ECF Payment Date”), the Borrowers shall make a mandatory prepayment of Term Loans under this Section 2.1(g)(3) in an amount equal to the Remaining ECF Payment Amount for such fiscal year. (4) Concurrently with the receipt by Holdings or any of its Subsidiaries of Net Cash Proceeds from (i) any Casualty Event or (ii) any Asset Disposition (other than an Asset Disposition permitted under clause (a), (b), (c), (d), (f), (g), (h), (i), (j) or (l) of Section 6.4), the Borrowers shall make a mandatory prepayment of the Term Loans in an amount equal to 100.0% of such Net Cash Proceeds; provided that the foregoing prepayment obligation shall not apply to the extent such Net Cash Proceeds, are reinvested or committed to be reinvested in other assets or property useful in the business of the Borrowers and their Subsidiaries within 180 days of the receipt of such Net Cash Proceeds, and if so committed to be reinvested, reinvested no later than ninety (90) days after the end of such 180 day period (provided, that, in the event that the property or asset that was subject to such Casualty Event or Asset Disposition was Term Loan Priority Collateral, any property or asset in which such Net Cash Proceeds are so reinvested must be Term Loan Priority Collateral); provided, further, that the foregoing prepayment obligation shall not apply to the extent that (A) such Net Cash Proceeds are received by the Loan Parties in connection with a Permitted Colorado Property Sale-Leaseback, (B) within five (5) Business Days following the consummation of such Permitted Colorado Property Sale-Leaseback, the Borrower Agent shall have delivered to the Administrative Agent a certificate certifying that (i) no Default or Event of Default exists on the date of the consummation of such Permitted Colorado Property Sale-Leaseback or would result therefrom, (ii) after giving effect to such Permitted Colorado Property Sale-Leaseback on a Pro Forma Basis, the Total Net Leverage Ratio for the most recently ended Test Period does not exceed 4.00:1.00, and (iii) the Loan Parties will, within five (5) Business Days following the consummation of such Permitted Colorado Property Sale-Leaseback, apply 100% of such Net Cash Proceeds to make a prepayment of Revolving Loan Obligations, and (C) within five (5) Business Days following the consummation of such Permitted Colorado Property Sale-Leaseback, the Loan Parties shall have applied 100% of such Net Cash Proceeds to make a prepayment of Revolving Loan Obligations. (5) Concurrently with the receipt by Holdings or any of its Subsidiaries of Net Cash Proceeds of any Indebtedness (except for Permitted Indebtedness) by Holdings or any of its Subsidiaries, the Borrowers shall make a mandatory prepayment of the Term Loans in an amount equal to 100.0% of such Net Cash Proceeds. (6) Concurrently with the receipt by a Borrower of Equity Cure Contributions, the Borrowers shall make a mandatory prepayment of the Term Loans in an amount equal to 100.0% of such Equity Cure Contributions. (7) Concurrently with a Change of Control or a sale of all or substantially all of the assets of the Borrowers and their Subsidiaries (taken as a whole) in a single or a series of related transactions occurs, the Borrowers shall prepay the Term Loans, plus accrued and unpaid interest thereon, together with any other then outstanding Obligations. (8) Any prepayment of Term Loans pursuant to Sections 2.1(g)(1)(i), 2.1(g)(4)(ii) (in the case of Section 2.1(g)(4)(ii), solely to the extent such prepayment is made with respect to a Major Asset Disposition), 2.1(g)(5) or 2.1(g)(7), effected on or after the date which is sixty (60) days prior to the Maturity date that is 18 months following the Closing Date and there shall be no Prepayment Premium or penalty assessed against Borrower accompanied by reason a fee payable to the Lenders in an amount equal to the applicable Call Premium. Such fee shall be paid by the Borrowers to the Administrative Agent, for the account of the Lenders, on the date of such prepayment; provided. Each prepayment made pursuant to Section 2.1(g) shall be accompanied by accrued interest to the date of prepayment on the amount prepaid. To the extent applicable, howeverthe Borrowers shall reimburse the Lenders and the Administrative Agent on demand for amounts set forth in and, that to the extent required by, Section 10.5. The Borrower Agent shall give to Lender at least fifteen (15) days the Administrative Agent prior written notice of any such prepayment. Any event or circumstances reasonably likely to give rise to a mandatory prepayment obligation under this Section 2.1(g) (including the date and an estimate of the Loan aggregate amount of such mandatory prepayment) at least five (5) Business Days prior thereto); provided that the failure to give such notice shall be made on not constitute a Payment Date, and if any Default or an Event of Default but shall not relieve the Borrowers of their obligation to make such prepayment is not made on a Payment Date, Borrower shall also pay to Lender interest calculated at the Interest Rate that would have accrued on such prepaid Principal Indebtedness through the end of the Interest Accrual Period in which such prepayment occurs. Notwithstanding the foregoing, Permitted Transfers, defeasance in accordance with Section 2.10 and Property Substitutions in accordance with Section 2.14 are not mandatory prepayments. (b) Subject to Section 8.40, at any time during the term of the Loan, if any Borrower is required by Lender under the provisions of any Mortgage to prepay the Loan or any portion thereof in the event of damage to or destruction of, or a Taking of any Individual Property, such Borrower shall pay any Insurance Proceeds or Condemnation proceeds in the following manner and order of priority (i) first, to prepay the Loan to the full extent of the Insurance Proceeds or the Condemnation Proceeds, as applicable, to the extent of the Allocated Loan Amount for the applicable Individual Property, and (ii) to the Borrowers. (c) All prepayments of the Indebtedness made pursuant to this Section shall be applied by Lender in accordance with the provisions of Section 2.7 hereof. (d) No Borrower shall be permitted at any time to prepay all or any part of the Loan except as expressly provided in this Section.

Prepayment. (a) Provided no Event The principal amount of Default has occurred and is continuing, Borrower any Base Rate Advance may voluntarily prepay the Indebtedness be prepaid in full and not or ratably in part (i) only on or at any time, without penalty and without regard to the Payment Date for such Advance. LIBOR Advances may be prepaid prior to the day that is two applicable Payment Date, upon three (23) years after the Start-Up DayBusiness Days' prior written notice, and such prepayment shall be subject to payment of Prepayment Premiumor telephonic notice followed immediately by written notice, and (ii) only on or after the date which is sixty (60) days prior to the Maturity Date Administrative Agent; PROVIDED, HOWEVER, that the Borrower shall reimburse the Lenders and there shall be no Prepayment Premium the Administrative Agent, on demand by the applicable Lender or penalty assessed against Borrower the Administrative Agent, for any loss or out-of-pocket expense incurred by reason of any Lender or the Administrative Agent in connection with such prepayment, as set forth in Section 2.10 hereof; providedPROVIDED FURTHER, howeverHOWEVER, that Borrower Borrower's failure to confirm any telephonic notice with a written notice, shall give to Lender at least fifteen (15) days prior written not invalidate any notice of any such prepaymentso given if acted upon by the Administrative Agent. Any prepayment of the Loan hereunder shall be made on a Payment Date, in amounts of not less than $500,000 and if any such prepayment is not made on a Payment Date, Borrower shall also pay to Lender interest calculated at the Interest Rate that would have accrued on such in integral multiples of $100,000. Amounts prepaid Principal Indebtedness through the end of the Interest Accrual Period in which such prepayment occurs. Notwithstanding the foregoing, Permitted Transfers, defeasance in accordance with Section 2.10 and Property Substitutions in accordance with Section 2.14 are not prepayments. (b) Subject to Section 8.40, at any time during the term of the Loan, if any Borrower is required by Lender under the provisions of any Mortgage to prepay the Loan or any portion thereof in the event of damage to or destruction of, or a Taking of any Individual Property, such Borrower shall pay any Insurance Proceeds or Condemnation proceeds in the following manner and order of priority (i) first, to prepay the Loan to the full extent of the Insurance Proceeds or the Condemnation Proceeds, as applicable, to the extent of the Allocated Loan Amount for the applicable Individual Property, and (ii) to the Borrowers. (c) All prepayments of the Indebtedness made pursuant to this Section 2.7 may be reborrowed, subject to the terms and conditions hereof. Amounts prepaid shall be paid together with accrued interest on the amount so prepaid and commitment fees accrued through the date of the reduction with respect to the amount reduced. Amounts prepaid pursuant to this Section 2.7(a) shall be applied by Lender in accordance with to Term Loan A Loans, Term Loan B Loans, Term Loan C Loans or Revolving Loans as the provisions of Section 2.7 hereof. (d) No Borrower may direct; PROVIDED, THAT, if the Borrower shall direct amounts prepaid pursuant to this Section 2.7(a) to be permitted at any time applied to prepay all Term Loan A Loans, Term Loan B Loans or any part Term Loan C Loans, such amount shall be applied to the scheduled payments for such Loans in Section 2.7(b) hereof in inverse order of the Loan except as expressly provided in this Sectionmaturity.

Prepayment. (a) Provided no Event of Default has occurred Each Borrower shall have the right at any time and is continuingfrom time to time to prepay any Borrowing, Borrower may voluntarily prepay the Indebtedness in full and not whole or in part part, upon (i) only on in the case of Base Rate Loans, same day written or prior to the day that is two (2) years after the Start-Up Daytelecopy notice, and such prepayment shall be subject to payment of Prepayment Premium, and (ii) only on in the case of EURIBOR Loans, at least three Business Days’ prior written or after telecopy notice and (iii) in the date which is sixty (60) days case of SOFR Loans, at least three U.S. Government Securities Business Days’ prior written or telecopy notice to the Maturity Date and there shall be no Prepayment Premium or penalty assessed against Borrower by reason of such prepaymentAdministrative Agent; provided, however, that Borrower each partial prepayment shall give to Lender at least fifteen (15) days prior written notice of any such prepayment. Any prepayment be in an amount which is an integral multiple of the Loan shall be made on a Payment Date, Dollar Equivalent of $5,000,000 and if any such prepayment is not made on a Payment Date, Borrower shall also pay to Lender interest calculated at less than the Interest Rate that would have accrued on such prepaid Principal Indebtedness through the end Dollar Equivalent of the Interest Accrual Period in which such prepayment occurs. Notwithstanding the foregoing, Permitted Transfers, defeasance in accordance with Section 2.10 and Property Substitutions in accordance with Section 2.14 are not prepayments$50,000,000. (b) Subject On the date of any termination or reduction of any Commitment pursuant to Section 8.402.10 and on each Extended Maturity Effective date, at any time during the term Borrowers shall pay or prepay so much of the LoanLoans (or cash collateralize Letters of Credit in accordance with the last paragraph of Article VII), if any Borrower is required by Lender under as shall be necessary in order that, after giving effect to such reduction, termination or extension, the provisions aggregate principal amount of the Revolving Credit Outstandings shall not exceed the Total Commitment. (c) Each notice of prepayment shall specify the prepayment date and the principal amount of each Loan (or portion thereof) to be prepaid, shall be irrevocable (but may be conditioned upon the closing of any Mortgage financing arrangement obtained to prepay refinance or replace the Loan or any portion thereof in Facility) and shall commit the event of damage to or destruction of, or a Taking of any Individual Property, such applicable Borrower shall pay any Insurance Proceeds or Condemnation proceeds in the following manner and order of priority (i) first, to prepay the Loan to which such notice relates by the full extent of amount stated therein on the Insurance Proceeds date stated therein. All prepayments under this Section 2.11 shall be subject to Section 2.14 but otherwise without premium or penalty. All prepayments under this Section 2.11 shall be accompanied by accrued interest on the Condemnation Proceeds, as applicable, principal amount being prepaid to the extent date of the Allocated Loan Amount for the applicable Individual Property, and (ii) to the Borrowers. (c) All prepayments of the Indebtedness made pursuant to this Section shall be applied by Lender in accordance with the provisions of Section 2.7 hereofpayment. (d) No Borrower shall be permitted If at any time time, the aggregate principal amount of Revolving Credit Outstandings exceeds the aggregate Commitments at such time, the Borrowers shall forthwith prepay the Loans then outstanding in an amount equal to prepay all or such excess. If any part such excess remains after repayment in full of the Loan except as expressly provided aggregate outstanding Loans, the Borrowers shall provide cash collateral for the Letter of Credit Obligations in this Sectionaccordance with the last paragraph of Article VII in an amount equal to 105% of such excess.

Prepayment. There are no full or partial prepayment privileges of the principal amount of the Loan and/or accrued and unpaid PIK Interest [***] except as set forth in this Agreement: (a) Provided no Event of Default has occurred and is continuing, Borrower may voluntarily shall have the right to prepay the Indebtedness in full Loan (including accrued and not in part unpaid PIK Interest [***]) (i) only in full or in part on or prior to the day that is two (2) years after the Start-Up any Business Day, and such prepayment shall be subject to payment of Prepayment Premium, and (ii) only on or after the date which is sixty (60) days prior to the Maturity Date and there shall be no Prepayment Premium or penalty assessed against Borrower by reason of such prepayment; provided, however, provided that Borrower shall give to gives Lender at least fifteen thirty (1530) days prior written notice of its intention to make any such prepayment. Any , the Prepayment Date and the amount to be prepaid, and that Borrower also pays to Lender, as consideration for the privilege of making such prepayment, the Exit Fee and, if such prepayment is a prepayment of the Loan shall be made on a Payment Date, and if any such prepayment is not made on a Payment Date, Borrower shall also pay to Lender interest calculated at the Interest Rate that would have accrued on such prepaid Principal Indebtedness through the end of the Interest Accrual Period in which such prepayment occurs. Notwithstanding the foregoing, Permitted Transfers, defeasance in accordance with Section 2.10 and Property Substitutions in accordance with Section 2.14 are not prepayments. (b) Subject to Section 8.40, at any time during the term entire remaining outstanding principal balance of the Loan, the Minimum Multiple Fee and, if any the Prepayment Date is not the last day of an Interest Period, that Borrower is required by Lender under the provisions of any Mortgage also pays to prepay the Loan or any portion thereof in the event of damage to or destruction of, or a Taking of any Individual Property, such Borrower shall pay any Insurance Proceeds or Condemnation proceeds in the following manner and order of priority (i) first, to prepay the Loan to the full extent of the Insurance Proceeds or the Condemnation ProceedsLender, as applicable, to the extent of the Allocated Loan Amount consideration for the applicable Individual Propertyprivilege of making such prepayment, a Breakage Fee, and (ii) in part on any Business Day in connection with a sale of a Residential Unit to a Residential Unit Purchaser pursuant to Section 16.2 or a sale of the Retail Unit pursuant to Section 16.2, provided that Borrower satisfies all applicable conditions set forth in Sections 16.2 and 16.3, and, if the Prepayment Date is not the last day of an Interest Period, that Borrower also pays to Lender, as consideration for the privilege of making such prepayment, a Breakage Fee, and the Exit Fee and, if such prepayment is a prepayment of the entire remaining outstanding principal balance of the Loan, the Minimum Multiple Fee. The payment of the applicable, Breakage Fee, Exit Fee and Minimum Multiple Fee shall be a condition precedent to the Borrowers. (c) All prepayments release by Lender of the Indebtedness made pursuant to Mortgages and other collateral securing the Loan. In connection with any prepayment permitted under this Section shall be applied by Lender in accordance with the provisions of 2.5(a) or Section 2.7 hereof. (d) No 2.4(b)(v), Borrower shall be permitted at also reimburse Lender for any time to prepay all or any part of the Loan except as expressly provided actual out-of-pocket costs Lender may incur in this Sectionconnection with such prepayment.

Prepayment. (a) Provided no Event of Default 11.01 The Borrower may, if has occurred and is continuing, Borrower may voluntarily prepay the Indebtedness in full and not in part (i) only on or prior given to the day that is two (2) years after the Start-Up Day, and such prepayment shall be subject to payment of Prepayment Premium, and (ii) only on or after the date which is sixty (60) days prior to the Maturity Date and there shall be no Prepayment Premium or penalty assessed against Borrower by reason of such prepayment; provided, however, that Borrower shall give to Lender at least fifteen (15) days Agent not less than thirty days' prior written notice to that effect, prepay the whole or any part of any such prepayment. Any prepayment Advance made to it (being an amount or integral multiple of Five Million Pounds (£5,000,000) or the balance of the Loan amount outstanding under this Agreement). 11.02 Any notice of prepayment given by the Borrower pursuant to Clause 11.01 shall be made on a Payment Dateirrevocable, and if any shall specify the date upon which such prepayment is not to be made and shall oblige the Borrower to make such prepayment on a Payment Date, such date. 11.03 On receipt by any member of the Group of any Net Proceeds the Borrower shall also pay procure that an amount equal to Lender interest calculated at such Net Proceeds shall forthwith be applied in prepaying Advances under the Interest Rate that would have accrued on such prepaid Principal Indebtedness through the end of the Interest Accrual Period in which such prepayment occurs. Notwithstanding the foregoing, Permitted Transfers, defeasance in accordance with Section 2.10 and Property Substitutions in accordance with Section 2.14 are not prepaymentsFacility. (b) Subject to Section 8.40, at any time during the term of the Loan, if any Borrower is required by Lender under the provisions of any Mortgage to prepay the Loan or any portion thereof in the event of damage to or destruction of, or a Taking of any Individual Property, such 11.04 The Borrower shall pay any Insurance Proceeds not repay or Condemnation proceeds in the following manner and order of priority (i) first, to prepay the Loan to the full extent of the Insurance Proceeds or the Condemnation Proceeds, as applicable, to the extent of the Allocated Loan Amount for the applicable Individual Property, and (ii) to the Borrowers. (c) All prepayments of the Indebtedness made pursuant to this Section shall be applied by Lender in accordance with the provisions of Section 2.7 hereof. (d) No Borrower shall be permitted at any time to prepay all or any part of any Advance except at the Loan except as times and in the manner expressly provided for in this SectionAgreement and shall not be entitled to re-borrow any amount repaid or prepaid. Any prepayments shall be made together with accrued interest thereon and all other amounts payable under this Agreement in relation to the amount prepaid calculated up to the date of prepayment. 11.05 Any sums prepaid in respect of the Facility shall be applied pro rata against the instalments set out in Schedule 4. 11.06 The Borrower shall prepay all amounts outstanding under this Agreement (and the amount of the Commitments will be reduced to nil) on the occurrence of a Change of Control. 11.07 Any prepayment or cancellation in accordance with the terms of this Clause 11 shall be without any premium or fee except for any breakage costs payable to the Banks pursuant to Clause 22.04 except that (subject to Clause 32.04) where any prepayment or cancellation is made pursuant to, in contemplation of or otherwise in connection with a refinancing of the Facility by any person other than the Banks, the Borrower shall on the date of prepayment pay the Agent for account of the Banks a prepayment fee equal to zero point five per cent. (0.5%) of the amount prepaid and/or cancelled on the business day immediately prior to such prepayment or cancellation. 11.08 Where any amount to be prepaid under Clause 11.03 is received by the Agent during an Interest Period, the Agent will (subject to the terms of Clause 11.10) retain such amount in a Security Account until the end of such Interest Period and will apply such amount against the relevant Advance on the expiry of such Interest Period. 11.09 Sums held by the Agent under Clause 11.08 will be placed in a Security Account pending application against the relevant Advance and the interest earned on such account will be applied by the Agent towards the interest due in respect of the relevant Advance at the time the amount is applied in prepayment of such Advance. The rate of interest payable on such account will be the best commercial deposit rate payable by the Agent for sums equivalent to the amount credited to the Security Account for the anticipated duration of the deposit. 11.10 The Borrower may by written notice to the Agent require that any Interest Period be broken and that the proceeds arising under Clause 11.03 be applied immediately towards prepayment of the relevant Advance subject to payment of any breakage costs thereby incurred by the Banks.

Prepayment. (a) Provided no Event of Default has occurred Each Borrower shall have the right at any time and is continuingfrom time to time to prepay any Standby Borrowing, Borrower may voluntarily prepay in whole or in part, upon giving telecopy notice (or telephone notice promptly confirmed by telecopy) to the Indebtedness in full and not in part Administrative Agent: (i) only on or before 10:00 a.m., Houston time, three Business Days prior to prepayment, in the day that is two (2) years after the Start-Up Day, and such prepayment shall be subject to payment case of Prepayment PremiumEurodollar Loans, and (ii) only on or after the date which is sixty (60) days before 10:00 a.m., Houston time, one Business Day prior to prepayment, in the Maturity Date and there shall be no Prepayment Premium or penalty assessed against Borrower by reason case of such prepaymentABR Loans; provided, however, that Borrower each partial prepayment shall give to Lender at least fifteen (15) days prior written notice be in an amount which is an integral multiple of $5,000,000 and not less than $5,000,000. No prepayment may be made in respect of any such prepayment. Any prepayment of the Loan shall be made on a Payment Date, and if any such prepayment is not made on a Payment Date, Borrower shall also pay to Lender interest calculated at the Interest Rate that would have accrued on such prepaid Principal Indebtedness through the end of the Interest Accrual Period in which such prepayment occurs. Notwithstanding the foregoing, Permitted Transfers, defeasance in accordance with Section 2.10 and Property Substitutions in accordance with Section 2.14 are not prepaymentsCompetitive Borrowing. (b) Subject On the date of any termination or reduction of the Commitments pursuant to Section 8.402.10, at any time during the term Borrowers shall pay or prepay so much of the Loan, if any Borrower is required by Lender under Standby Borrowings as shall be necessary in order that the provisions of any Mortgage to prepay the Loan or any portion thereof in the event of damage to or destruction of, or a Taking of any Individual Property, such Borrower shall pay any Insurance Proceeds or Condemnation proceeds in the following manner and order of priority (i) first, to prepay the Loan to the full extent aggregate principal amount of the Insurance Proceeds Competitive Loans and Standby Loans outstanding will not exceed the Total Commitment, after giving effect to such termination or the Condemnation Proceeds, as applicable, to the extent of the Allocated Loan Amount for the applicable Individual Property, and (ii) to the Borrowersreduction. (c) Each notice of prepayment shall specify the prepayment date and the principal amount of each Borrowing (or portion thereof) to be prepaid, shall be irrevocable and shall commit the Borrower to prepay such Borrowing (or portion thereof) by the amount stated therein on the date stated therein. All prepayments of the Indebtedness made pursuant to under this Section 2.11 shall be applied subject to Section 8.05 but otherwise without premium or penalty. All prepayments under this Section 2.11 shall be accompanied by Lender in accordance with accrued interest on the provisions principal amount being prepaid to the date of Section 2.7 hereofpayment. (d) No Borrower In the event that on or after the Merger Date, TUC shall cease to own, directly or indirectly, 100% of the outstanding common stock of Enserch, (i) Enserch shall immediately prepay the principal amount of all outstanding Standby Loans to Enserch and the principal amount of all outstanding Competitive Loans to Enserch, together with accrued interest on such Loans being prepaid to the date of payment and any amounts payable pursuant to Section 8.05 and (ii) the Lenders shall have no obligation to make Standby Loans or Competitive Loans to Enserch thereafter and Enserch shall not be permitted at any time to prepay all or any part of the Loan except as expressly provided in request a Borrowing under this SectionAgreement.

Prepayment. (a) Provided no Event of Default has occurred The Borrower shall have the right at any time and is continuing, Borrower may voluntarily from time-to-time to prepay the Indebtedness in full and not in part (i) only on or prior any Revolving Loan subject to the day that is two (2) years after the Start-Up Day, and such prepayment shall be subject to payment of Prepayment Premium, and (ii) only on or after the date which is sixty (60) days prior to the Maturity Date and there shall be no Prepayment Premium or penalty assessed against Borrower by reason of such prepayment; provided, however, that Borrower shall give to Lender at least fifteen (15) days prior written notice of any such prepayment. Any prepayment rights of the Loan shall be made on a Payment DateBorrower to reborrow as set forth in this Agreement, and if any such prepayment is not made on a Payment Date, Borrower shall also pay to Lender interest calculated at together with the Interest Rate that would have accrued on such prepaid Principal Indebtedness through the end of the Interest Accrual Period in which such prepayment occurs. Notwithstanding the foregoing, Permitted Transfers, defeasance in accordance with Section 2.10 and Property Substitutions in accordance with Section 2.14 are not prepaymentsapplicable premium. (b) Subject to Section 8.40If the outstanding balance of the Revolving Loans shall, at any time during time, exceed the term of Borrowing Base, the Loan, if any Borrower is required by Lender under shall immediately repay the provisions of any Mortgage to prepay the Loan or any portion thereof Revolving Loans in the event amount of damage to or destruction of, or a Taking of any Individual Property, such Borrower shall pay any Insurance Proceeds or Condemnation proceeds in the following manner and order of priority (i) first, to prepay the Loan to the full extent of the Insurance Proceeds or the Condemnation Proceeds, as applicable, to the extent of the Allocated Loan Amount for the applicable Individual Property, and (ii) to the Borrowersexcess. (c) All prepayments The Borrower agrees to pay to the Lender a prepayment fee on the principal amount of the Indebtedness Revolving Loans being prepaid equal to the excess, discounted to its present value as of the date paid to Lender, of (i) the amount of interest which otherwise would have accrued on the principal amount of the Revolving Loans being prepaid during the period (the "Indemnity Period") commencing with the date of such prepayment and ending on the last day of the applicable Interest Period at the rate of interest applicable to such Revolving Loan during such Interest Period over (ii) the amount of interest which would be earned by the Lender during the Indemnity Period if it invested the principal amount so prepaid at a rate per annum determined by the Lender as the rate it would bid in the London interbank market for a deposit of eurodollars in an amount approximately equal to such principal amount for a period of time comparable to the Indemnity Period, plus any other reasonable expenses that the Lender may sustain or incur by reason of the prepayment. In the event that Borrower has entered into a swap arrangement as described above, Borrower agrees to pay to Lender upon prepayment of any Revolving Loans to which such swap relates a yield maintenance fee that compensates Lender for any actual loss or expense sustained or incurred by Lender in respect of such swap arrangement as a result of such prepayment. For the purposes of this Section, the determination by the Lender of any prepayment, fees and expenses shall be conclusive if made reasonably and in good faith. A certificate as to any additional amounts payable pursuant to this Section setting forth the basis and method of determining such amounts shall be applied conclusive, absent manifest error, as to determination by the Lender set forth therein if made reasonably and in accordance with the provisions of Section 2.7 hereofgood faith. (d) No Borrower shall be permitted The above premiums for prepayment of the Revolving Loans apply at any time the Revolving Loans are prepaid, for any reason, including demand due to prepay all or any part the occurrence of the Loan except as expressly provided in this Sectionan Event of Default.

Prepayment. (a) Provided no Event of Default has occurred Each Borrower shall have the right at any time and is continuingfrom time to time to prepay any Standby Borrowing, Borrower may voluntarily prepay in whole or in part, upon giving telecopy notice (or telephone notice promptly confirmed by telecopy) to the Indebtedness in full and not in part Administrative Agent: (i) only on or before 11:00 a.m., New York City time, three Business Days prior to prepayment, in the day that is two (2) years after the Start-Up Day, and such prepayment shall be subject to payment case of Prepayment PremiumEurodollar Loans, and (ii) only on or after the date which is sixty (60) days before 11:00 a.m., New York City time, one Business Day prior to prepayment, in the Maturity Date and there shall be no Prepayment Premium or penalty assessed against Borrower by reason case of such prepaymentABR Loans; provided, however, that Borrower each partial prepayment shall give to Lender at least fifteen (15) days prior written notice be in an amount which is an integral multiple of $10,000,000 and not less than $10,000,000. No prepayment may be made in respect of any such prepaymentCompetitive Borrowing. Any prepayment principal amount of any Loan repaid or prepaid on or after the last day of the Revolving Period and not refinanced with the proceeds of another Loan shall on the date of such repayment or prepayment (as the case may be) may not be made on a Payment Date, and if any such prepayment is not made on a Payment Date, Borrower shall also pay to Lender interest calculated at the Interest Rate that would have accrued on such prepaid Principal Indebtedness through the end of the Interest Accrual Period in which such prepayment occurs. Notwithstanding the foregoing, Permitted Transfers, defeasance in accordance with Section 2.10 and Property Substitutions in accordance with Section 2.14 are not prepaymentsreborrowed. (b) Subject On the date of any termination or reduction of the Commitments pursuant to Section 8.402.10, at any time during the term Borrowers shall pay or prepay so much of the Loan, if any Borrower is required by Lender under Standby Borrowings as shall be necessary in order that the provisions of any Mortgage to prepay the Loan or any portion thereof in the event of damage to or destruction of, or a Taking of any Individual Property, such Borrower shall pay any Insurance Proceeds or Condemnation proceeds in the following manner and order of priority (i) first, to prepay the Loan to the full extent aggregate principal amount of the Insurance Proceeds Competitive Loans and Standby Loans outstanding will not exceed the Total Commitment, after giving effect to such termination or the Condemnation Proceeds, as applicable, to the extent of the Allocated Loan Amount for the applicable Individual Property, and (ii) to the Borrowersreduction. (c) Each notice of prepayment shall specify the prepayment date and the principal amount of each Borrowing (or portion thereof) to be prepaid, shall be irrevocable and shall commit the Borrower to prepay such Borrowing (or portion thereof) by the amount stated therein on the date stated therein. All prepayments of the Indebtedness made pursuant to under this Section 2.11 shall be applied by Lender in accordance with the provisions of subject to Section 2.7 hereof. (d) No Borrower 8.05 but otherwise without premium or penalty. All prepayments under this Section 2.11 shall be permitted at any time accompanied by accrued interest on the principal amount being prepaid to prepay all or any part the date of the Loan except as expressly provided in this Sectionpayment.

Prepayment. Maker is prohibited from prepaying this Note until August 1, 2005 (a) Provided no Event of Default has occurred the "No-Prepayment Period"). Subsequent to the No-Prepayment Period, and is continuing, Borrower may voluntarily prepay the Indebtedness in full and not in part (i) only on or at any time prior to the day that is two occurrence of conversion of the Contract Rate to a fixed rate of interest in accordance with Section 26 of this Note (2) years after the Start-Up Day"Conversion"), and such prepayment shall be subject to payment of Prepayment Premium, and (ii) only on or after the date which is sixty (60) days prior to the Maturity Date and there shall be no Prepayment Premium or penalty assessed against Borrower by reason of such prepayment; provided, however, that Borrower shall give to Lender with at least fifteen thirty (1530) days prior written notice to Holder, specifying the date of prepayment, which shall be the last day of an Interest Period, Maker will have the privilege of prepaying the outstanding principal amount together with any accrued but unpaid interest, any other sums guaranteed by the Guaranty and secured by the Deed of Trust and the Loan Documents and without a prepayment premium, unless at the time of such prepayment. Any , an Event of Default exists, in which case Maker shall be required to pay a prepayment premium ("Pre-Conversion Prepayment Premium") equal to five percent (5%) of the Loan shall be made on a Payment Date, and if any such prepayment is not made on a Payment Date, Borrower shall also pay outstanding balance of this Note. If Maker elects to Lender interest calculated at convert the Interest Contract Rate that would have accrued on such prepaid Principal Indebtedness through the end of the Interest Accrual Period in which such prepayment occurs. Notwithstanding the foregoing, Permitted Transfers, defeasance in accordance with Section 2.10 26 of this Note, then following occurrence of the Conversion and Property Substitutions in accordance with Section 2.14 are not prepayments. (b) Subject subsequent to Section 8.40the No-Prepayment Period, at any time during with thirty (30) days prior written notice to Holder, specifying the term date of prepayment, Maker will have the privilege of prepaying the outstanding principal amount together with any accrued but unpaid interest, any other sums secured by the Mortgage and the Related Agreements and, a prepayment premium (collectively, "Post-Conversion Prepayment Premium") equal to the greater of: (a) one percent (1%) of the Loanprincipal amount prepaid; or (b) the yield maintenance payment calculated as follows: If the Prevailing Interest Rate is less than the Contract Rate, if any Borrower the yield maintenance payment shall be the remainder of (x) minus (y) where "(x)" is required by Lender the present value of all unpaid installments of principal and interest due under this Note from the provisions date of any Mortgage prepayment to prepay and including the Loan or any portion thereof in original maturity date of this Note, discounted at the event Prevailing Interest Rate, and "(y)" is the outstanding principal balance of damage to or destruction of, or a Taking of any Individual Property, such Borrower shall pay any Insurance Proceeds or Condemnation proceeds in the following manner and order of priority (i) first, to prepay the Loan to the full extent this Note as of the Insurance Proceeds or the Condemnation Proceeds, as applicable, to the extent of the Allocated Loan Amount for the applicable Individual Property, and (ii) to the Borrowersprepayment date. (c) All prepayments of the Indebtedness made pursuant to this Section shall be applied by Lender in accordance with the provisions of Section 2.7 hereof. (d) No Borrower shall be permitted at any time to prepay all or any part of the Loan except as expressly provided in this Section.

Prepayment. (a) Provided no Event of Default has occurred and is continuingexists, Borrower the Loan may voluntarily prepay the Indebtedness be prepaid, in full and whole, but not in part (other than in connection with (A) Borrower’s exercise of the right described in clause (b) of the definition of Trigger Event and (B) an Individual Property Release in accordance with Section 7.2 hereof), upon: (i) only not less than thirty (30) days’ prior written notice to Lender specifying the Business Day on or which prepayment is to be made, which notice shall be irrevocable once given (the “Prepayment Notice”); (ii) payment of the Principal Amount and all accrued and unpaid interest on the Principal Amount of the Loan to and including the day immediately prior to the day that is two Prepayment Date; (2iii) years after the Start-Up Day, and such prepayment shall be subject to payment of Prepayment Premiumall other sums then due under this Agreement, the Note, the Security Instrument and the other Loan Documents; and (iiiv) only on or after if the date which is sixty (60) days Prepayment Date occurs prior to the one hundred eightieth (180th) day preceding the Scheduled Maturity Date and there Date, payment of the Prepayment Premium. Lender shall not be no Prepayment Premium or penalty assessed against Borrower by reason of such prepayment; provided, however, that Borrower shall give obligated to Lender at least fifteen (15) days prior written notice of accept any such prepayment. Any prepayment of the Loan unless it is accompanied by all sums due in connection therewith. The calculation of the Prepayment Premium shall be made on a Payment Date, and if any such prepayment is not made on a Payment Date, Borrower shall also pay to by Lender interest calculated at the Interest Rate that would have accrued on such prepaid Principal Indebtedness through the end of the Interest Accrual Period in which such prepayment occurs. Notwithstanding the foregoing, Permitted Transfers, defeasance in accordance with Section 2.10 this Agreement in its sole and Property Substitutions in accordance with Section 2.14 are not prepaymentsabsolute discretion and shall, absent manifest error, be final, conclusive and binding upon Borrower. (b) Subject to Section 8.40, at any time during the term of the Loan, if any Borrower is required by hereby acknowledges that Lender under the provisions of any Mortgage to prepay would not make the Loan or any portion thereof in without full and complete assurance by Borrower of its agreement to pay the event of damage to or destruction of, or a Taking of any Individual Property, such Borrower shall pay any Insurance Proceeds or Condemnation proceeds in the following manner and order of priority (i) first, to prepay the Loan to the full extent of the Insurance Proceeds or the Condemnation Proceeds, monthly payments as applicable, to the extent of the Allocated Loan Amount for the applicable Individual Propertyhereinabove provided, and (ii) to the Borrowers. (c) All prepayments of the Indebtedness made pursuant to this Section shall be applied by Lender in accordance with the provisions of Section 2.7 hereof. (d) No Borrower shall be permitted at any time ▇▇▇▇▇▇▇▇’s further agreement not to prepay all or any part of the Principal Amount prior to the Scheduled Maturity Date, except on the terms expressly set forth in this Agreement. In consideration of the foregoing, if, as a result of an Event of Default hereunder or under the Security Instrument or any of the other Loan except Documents, Lender shall declare the Loan due and payable, in whole or in part, in accordance with Lender’s rights under this Agreement or any of the other Loan Documents, then Borrower shall pay to Lender on the date of such acceleration, in addition to all other amounts due Lender, an amount equal to the Prepayment Premium. Except as expressly provided set forth in this SectionAgreement, Borrower hereby waives any rights Borrower may have to prepay the Loan without charge and agrees to pay the Prepayment Premium upon any prepayment of the Loan prior to the Scheduled Maturity Date, whether voluntary, pursuant to any such acceleration or otherwise. Borrower hereby acknowledges that if such acceleration shall result from an Event of Default, it shall be presumed, for purposes of imposing the Prepayment Premium, and conclusively deemed to be a willful and deliberate attempt by Borrower to avoid the payment of the Prepayment Premium or the limitations on prepayment herein contained and the Prepayment Premium shall constitute liquidated damages, and not a penalty, as a reasonable estimate of Lender’s loss (the exact amount of which damages would be impossible to ascertain) as a consequence of the breach of ▇▇▇▇▇▇▇▇’s covenant not to prepay the Principal Amount and other Obligations, other than as specifically permitted herein. (c) Any such Prepayment Premium (whether voluntary, pursuant to any acceleration or otherwise) shall constitute a portion of the Loan and the Obligations 156506983 evidenced hereby and secured by the Security Instrument or the other Loan Documents. Nothing herein shall constitute a waiver by Lender of any right it may have to specifically enforce the terms of repayment of the Loan and the Obligations set forth herein, in the Security Instrument and in the other Loan Documents. The foregoing provisions shall be deemed to apply, without limitation, to any prepayment of the Loan prior to the Scheduled Maturity Date in connection with (i) any reinstatement of any or all of the Loan Documents under any foreclosure proceedings, (ii) any right of redemption, or (iii) the consummation of any foreclosure sale, whether or not such prepayment is made by or on behalf of Borrower or otherwise and whether or not any such prepayment is made pursuant to rights granted at law or in equity. (d) Notwithstanding the foregoing, provided no Event of Default shall have occurred and be continuing hereunder, no Prepayment Premium shall be due in connection with any prepayment (i) resulting from the application of Net Proceeds to the Loan in accordance with the terms of Article VI hereof, or (ii) made during the last one hundred eighty (180) days prior to the Scheduled Maturity Date.

Prepayment. Notwithstanding the prohibition of prepayment set forth in this Note, the following shall apply: Effective on FEBRUARY 10, 2001, the privilege is reserved to make full prepayment of principal, interest and all other costs and expenses payable under this Note, the Mortgage, and the Collateral Loan Documents, between the FIFTH (5TH) AND FIFTEENTH (15TH) days of any month upon payment to the Holder of a premium on the principal amount so prepaid, which prepayment premium shall be equal to the greater (all as calculated by Holder) of: (a) Provided no Event The present value (discounted at the Treasury Rate as hereinafter defined) of Default has occurred the excess (if any) obtained by subtracting the effective annual compounded yield (at the time of prepayment) of United States Treasury Issues (other than so-called "flower bonds") with maturity dates that match, as closely as possible, the Original Maturity Date, plus fifty (50) basis points (the "Treasury Rate") from the effective annual compounded yield of this Note, multiplied by the outstanding principal balance (at the time of prepayment) of this Note, multiplied by the number of years (and is continuing, Borrower may voluntarily prepay any fraction thereof) remaining between the Indebtedness in full date of prepayment and not in part the Original Maturity Date (i) only on or prior to the day that is two (2) years after the Start-Up Day, and such prepayment amount shall be subject to payment computed as if the amount determined in accordance with the provisions of Prepayment Premium, and (ii) only on or this subsection were paid in equal monthly installments after the date which is of such prepayment through the Original Maturity Date); or (b) One percent (1%) of the outstanding principal balance (at the time of prepayment) of this Note. If the Maker so elects to make full prepayment of the indebtedness hereunder, it shall give not less than sixty (60) days prior written notice to that effect to the Maturity Date and there shall be no Prepayment Premium Holder by registered or penalty assessed against Borrower by reason of such prepayment; providedcertified mail, howeverdirected to this address: c/o Lincoln National Investment Management Company, that Borrower shall give to Lender at least fifteen (15) days prior written notice of any such prepayment200 ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, P.O. Box 2390, Fort Wayn▇, ▇▇diana 46802, Attention: Loan Servicing, Financial Services. Any prepayment of the Loan shall be made on a Payment Date, and if any such prepayment is not made on a Payment Date, Borrower The foregoing premium shall also pay to Lender interest calculated at the Interest Rate that would have accrued on such prepaid Principal Indebtedness through the end of the Interest Accrual Period in which such prepayment occurs. Notwithstanding the foregoing, Permitted Transfers, defeasance in accordance with Section 2.10 and Property Substitutions in accordance with Section 2.14 are not prepayments. (b) Subject to Section 8.40, at any time during the term of the Loan, if any Borrower is required by Lender under the provisions of any Mortgage to prepay the Loan or any portion thereof apply in the event of damage to or destruction of, or a Taking of any Individual Property, such Borrower shall pay any Insurance Proceeds or Condemnation proceeds in the following manner and order of priority (i) first, to prepay the Loan to the full extent acceleration by Lender of the Insurance Proceeds or the Condemnation Proceedsindebtedness evidenced by this Note when otherwise open to prepayment, as applicableprovided above. Commencing on SEPTEMBER 10, to the extent of the Allocated Loan Amount for the applicable Individual Property2005, and (ii) to continuing through the BorrowersOriginal Maturity Date, prepayment may be made without prepayment premium. (c) All prepayments of the Indebtedness made pursuant to this Section shall be applied by Lender in accordance with the provisions of Section 2.7 hereof. (d) No Borrower shall be permitted at any time to prepay all or any part of the Loan except as expressly provided in this Section.

Prepayment. Borrower has the right to prepay its Liabilities under this Agreement in whole but not in part, and only under the following terms and conditions: (a) Provided no Event of Default has occurred and is continuing, Borrower may voluntarily prepay the Indebtedness in full and not in part (i) only on or prior to the day that is two (2) years after the Start-Up Day, and such prepayment shall be subject to payment of Prepayment Premium, and (ii) only on or after the date which is sixty (60) days prior to the Maturity Date and there shall be no Prepayment Premium or penalty assessed against Borrower by reason of such prepayment; provided, however, that Borrower shall give to Lender at least fifteen (15) days thirty days’ prior written notice of any such prepayment. Any prepayment of the Loan shall be made on a Payment Date, and if any such prepayment is not made on a Payment Date, Borrower shall also pay its intent to Lender interest calculated at the Interest Rate that would have accrued on such prepaid Principal Indebtedness through the end of the Interest Accrual Period in which such prepayment occurs. Notwithstanding the foregoing, Permitted Transfers, defeasance in accordance with Section 2.10 and Property Substitutions in accordance with Section 2.14 are not prepayments.prepay its Liabilities; and (b) Subject Prepayment shall be in the full amount of principal, earned but unpaid interest accrued to Section 8.40the date of prepayment, at any time during outstanding fees, costs or other reimbursements (including any indemnities) owing to Lender and the term amount of the Loan, any Terminal Payment if any Borrower is so required by Lender under the provisions terms of any Mortgage to prepay the Loan or any portion thereof Note (in the event of damage to or destruction ofaggregate, or a Taking of any Individual Property, such Borrower shall pay any Insurance Proceeds or Condemnation proceeds in the following manner and order of priority (i) first, to prepay the Loan to the full extent of the Insurance Proceeds or the Condemnation Proceeds, as applicable, to the extent of the Allocated Loan Amount for the applicable Individual Property, and (ii) to the Borrowers“Prepayment Amount”). (c) All prepayments In addition to the above Prepayment Amount, Borrower shall pay the following premium as follows: For 36-month Notes funded prior to November 12, 2003: (i) If the prepayment is made in the first twelve (12) months after the date hereof, a premium of three percent (3%) of the Indebtedness outstanding principal amount of all the notes being prepaid; (ii) If the prepayment is made after the end of the twelfth (12th) month and before the end of the twenty-fourth (24th) month after the date hereof, a premium of two percent (2%) of the outstanding principal amount of all the notes being prepaid; (iii) If the prepayment is made after the end of the twenty-fourth (24th) month and the end of the thirty-sixth (36th) month after the date hereof, a premium of one percent (1%) of the outstanding principal amount of all the notes being prepaid; (iv) If the prepayment is made after the end of the thirty-sixth (36th) month after the date hereof, no premium shall be payable. For 48-month Notes funded on or after November 12, 2003 and such Notes with their terms adjusted to 36 months pursuant to this Section 3.3 following the Determination Date: (v) If the prepayment is made in the first twelve (12) months after the date hereof, a premium of four percent (4%) of the outstanding principal amount of all the notes being prepaid; (vi) If the prepayment is made after the end of the twelfth (12th) month and before the end of the twenty-fourth (24th) month after the date hereof, a premium of three percent (3%) of the outstanding principal amount of all the notes being prepaid; (vii) If the prepayment is made after the end of the twenty-fourth (24th) month and the end of the thirty-sixth (36th) month after the date hereof, a premium of two percent (2%) of the outstanding principal amount of all the notes being prepaid; (viii) If the prepayment is made after the end of the thirty-sixth (36th) month and the end of the forty-eighth (48th) month after the date hereof, a premium of one percent (1%) of the outstanding principal amount of all the notes being prepaid; (ix) If the prepayment is made after the end of the forty-eighth (48th) month after the date hereof, no premium shall be applied by Lender in accordance with the provisions of Section 2.7 hereofpayable. (d) No Borrower shall be permitted at any time to prepay all or any part of the Loan except as expressly provided in this Section.

Prepayment. (a) Provided no Event of Default has occurred and is continuing, Borrower may voluntarily prepay the Indebtedness Principal Debt, in full and not at any time or in part from time to time without fee, premium or penalty except as provided in Section 1.5(b), provided that: (i) only on or prior to the day that is two (2) years after the Start-Up Day, and such prepayment Administrative Agent shall be subject to payment of Prepayment Premium, and (ii) only on or after the date which is sixty (60) days prior to the Maturity Date and there shall be no Prepayment Premium or penalty assessed against have actually received from Borrower by reason of such prepayment; provided, however, that Borrower shall give to Lender at least fifteen (15) days prior written notice of any such prepayment. Any Borrower’s intent to prepay, the amount of principal which will be prepaid (the “Prepaid Principal”), the date on which the prepayment will be made and the LIBOR Rate Advance to which the prepayment shall be applied; (ii) each prepayment shall be in the minimum amount of $10,000 (unless the prepayment retires the outstanding balance of the Loan in full or is made by Borrower (A) to satisfy the conditions to the extension of the maturity of the Loan pursuant to Exhibit “I,” (B) pursuant to Section 4.22, or (C) in connection with the release of any Release Pad pursuant to Section 9.29); and (iii) each prepayment shall be made on a Payment Datein the amount of 100% of the Prepaid Principal, plus sums due pursuant to Section 2.5(c), and if any all other sums which have become due to Administrative Agent and Lenders under the Loan Documents on or before the date of prepayment but have not been paid; and (iv) concurrently with such prepayment is not made on a Payment Dateprepayment, Borrower pays any Consequential Loss as a result thereof in accordance with Section 2.5. If the Loan is prepaid in full, any commitment of Lenders for Additional Advances shall also pay to Lender interest calculated at the Interest Rate that would have accrued on such prepaid Principal Indebtedness through the end of the Interest Accrual Period in which such prepayment occursautomatically terminate. Notwithstanding the foregoing, Permitted Transfersif a Default shall have occurred and be continuing as of the date that any prepayment is made, defeasance Administrative Agent may apply such prepayment to all or such portions of the Indebtedness as Administrative Agent determines in accordance with Section 2.10 and Property Substitutions in accordance with Section 2.14 are not prepaymentsits sole discretion. (b) Subject to Section 8.40, at No yield maintenance premium or other premium or penalty shall be due in connection with any time during the term of the Loan, if any Borrower is required by Lender under the provisions of any Mortgage to prepay the Loan or any portion thereof in the event of damage to or destruction of, or a Taking of any Individual Property, such Borrower shall pay any Insurance Proceeds or Condemnation proceeds in the following manner and order of priority (i) first, to prepay the Loan to the full extent of the Insurance Proceeds or the Condemnation Proceeds, as applicable, to the extent of the Allocated Loan Amount for the applicable Individual Property, and (ii) to the Borrowers. (c) All prepayments of the Indebtedness prepayment made pursuant to this Section shall be applied by Lender in accordance with the provisions of Section 2.7 hereof. (d) No 1.5, provided that Borrower shall be permitted at any time pay to prepay Administrative Agent, concurrently with such prepayment, all or any part of Consequential Losses and all other sums due pursuant to the Loan except as expressly provided Documents in this Sectionconnection with such prepayment.

Prepayment. (a) Provided no Notwithstanding the foregoing and provided that an Event of Default (as defined below) has not occurred and is continuing, Borrower may voluntarily prepay the Indebtedness in full and not in part (i) only on or prior to the day that is two (2) years after the Start-Up Day, and such prepayment shall be subject to payment of Prepayment Premium, and (ii) only on or after the date which is sixty (60) days prior to the Maturity Date and there shall be no Prepayment Premium or penalty assessed against Borrower by reason of such prepayment; provided, however, that Borrower shall give to Lender at least fifteen (15) days prior written notice of any such prepayment. Any prepayment of the Loan shall be made on a Payment Date, and if any such prepayment is not made on a Payment Date, Borrower shall also pay to Lender interest calculated at the Interest Rate that would have accrued on such prepaid Principal Indebtedness through the end of the Interest Accrual Period in which such prepayment occurs. Notwithstanding the foregoing, Permitted Transfers, defeasance in accordance with Section 2.10 and Property Substitutions in accordance with Section 2.14 are not prepayments. (b) Subject to Section 8.40under this Note, at any time during the term of period beginning on the LoanIssue Date and ending on the date which is one hundred eighty (180) calendar days following the Issue Date (the “Prepayment Termination Date”), if any Borrower the Company shall have the right, exercisable on a prior written notice (the “Optional Prepayment Notice”) to the Holder, to prepay up to the outstanding balance on this Note (the “Optional Prepayment Amount”), in full, in accordance with this Section. The Optional Prepayment Notice shall be delivered to the Holder at its registered addresses furnished to Company by written notice and shall state: (1) that the Company is required by Lender under the provisions of any Mortgage exercising its right to prepay the Loan or any portion thereof Note, and (2) the date of prepayment (the “Optional Payment Date”) which shall be at least three (3) Business Days but not more than five (5) Business Days from the date of the Optional Prepayment Notice; and (3) the Optional Prepayment Amount as calculated as below. Upon receipt of the Option Prepayment Notice, the Holder shall have three (3) Business Days to elect to convert the Optional Prepayment Amount into equity securities of the Company in accordance with Section 3.1 herein. If the event of damage Holder elects not to convert such Optional Prepayment Amount, then on the Optional Prepayment Date the Company shall pay the Optional Prepayment Amount to or destruction of, or a Taking of any Individual Property, such Borrower shall pay any Insurance Proceeds or Condemnation proceeds in upon the following manner and order of priority the Holder as specified by the Holder in writing to the Company prior to the Optional Prepayment Date. The Optional Prepayment Amount is equal to the sum of (i) firstthe Prepayment Factor (as defined below) multiplied by the then outstanding principal amount of this Note as of the date of the Optional Prepayment Notice, plus (ii) accrued and unpaid interest on the unpaid principal amount of this Note through the date of the Optional Prepayment Notice, provided that any portion of the then outstanding balance of Note for which the Company has received a Notice of Conversion (as defined below) from Holder prior to the Optional Prepayment Notice where the applicable Conversion Shares have not yet been delivered, shall not be included in the Optional Prepayment Amount. The Holder shall have three (3) Business Days from the date of the Optional Prepayment Notice to elect to convert the Optional Prepayment Amount into Ordinary Shares at the Fixed Conversion Price according to Section 3. For purposes hereof, the “Prepayment Factor” shall equal one hundred and twenty percent (120%), provided that such Prepayment Factor shall equal one hundred and ten percent (110%) if the Optional Prepayment Notice is provided on or before the date which is ninety (90) calendar days following the Issue Date hereof. After the Prepayment Termination Date, the Company shall have no right to provide an Optional Prepayment Notice to the Holder to prepay this Note. For the avoidance of doubt, the Company may exercise its right to prepay the Loan Note as long as the Optional Prepayment Notice is delivered to the full extent of the Insurance Proceeds Holder on or the Condemnation Proceeds, as applicable, prior to the extent of the Allocated Loan Amount for the applicable Individual Property, and (ii) to the BorrowersPrepayment Termination Date. (c) All prepayments of the Indebtedness made pursuant to this Section shall be applied by Lender in accordance with the provisions of Section 2.7 hereof. (d) No Borrower shall be permitted at any time to prepay all or any part of the Loan except as expressly provided in this Section.

Prepayment. (a) Provided no Event of Default has occurred and is continuing, Borrower may voluntarily prepay the Indebtedness in full and not in part (i) only on or prior Upon notice given to the day that is two (2) years after Lender as provided in Section 6(b), the Start-Up DayBorrower, at its option, may prepay all, or any portion, of this Note at any time, by paying an amount equal to the outstanding Principal Amount of this Note or a portion thereof, together with interest accrued and such prepayment shall be subject unpaid thereon to payment of Prepayment Premium, and (ii) only on or after the date which is sixty (60) days prior to the Maturity Date and there shall be no Prepayment Premium fixed for prepayment, without penalty or penalty assessed against Borrower by reason of such prepayment; provided, however, that Borrower shall give to Lender at least fifteen (15) days prior written notice of any such prepayment. Any prepayment of the Loan shall be made on a Payment Date, and if any such prepayment is not made on a Payment Date, Borrower shall also pay to Lender interest calculated at the Interest Rate that would have accrued on such prepaid Principal Indebtedness through the end of the Interest Accrual Period in which such prepayment occurs. Notwithstanding the foregoing, Permitted Transfers, defeasance in accordance with Section 2.10 and Property Substitutions in accordance with Section 2.14 are not prepaymentspremium. (b) Subject The Borrower may give written notice to Section 8.40Lender of prepayment of this Note not less than 10 nor more than 60 days prior to the date fixed for such prepayment. Such notice of prepayment shall specify the Principal Amount, at any time during or portion thereof, to be prepaid. Upon notice of prepayment being given by the term of Borrower, the LoanBorrower covenants and agrees that it will prepay, if any Borrower is required by Lender under on the provisions of any Mortgage to prepay date therein fixed for prepayment, the Loan Principal Amount, or any the portion thereof specified in the event of damage notice to or destruction ofLender, or a Taking of any Individual Property, such Borrower shall pay any Insurance Proceeds or Condemnation proceeds in the following manner together with interest accrued and order of priority (i) first, to prepay the Loan unpaid thereon to the full extent of the Insurance Proceeds or the Condemnation Proceeds, as applicable, to the extent of the Allocated Loan Amount date fixed for the applicable Individual Property, and (ii) to the Borrowerssuch prepayment. (c) All optional prepayments of the Indebtedness made pursuant to under this Section 6 shall include payment of accrued interest on the Principal Amount (or portion thereof) so prepaid and shall be applied by Lender in accordance with the provisions first to payment of Section 2.7 hereofdefault interest, if any, then to payment of accrued interest, and thereafter to principal. (d) No Should the Borrower shall be permitted at any time seek to incur any indebtedness for borrowed money pursuant to a credit facility or other debt financing, seek to issue any Capital Stock (as such term is defined in the Warrants), issue any debt security or seek to enter into any other financing transaction of any kind, the Borrower shall (i) with respect to any such incurrence or issuance that results in proceeds (net only of reasonable and document expenses) to the Borrower in an amount equal to or greater than the Principal Amount then outstanding hereunder and under the Other Note (together with all accrued and unpaid interest thereon), either (x) upon such incurrence or issuance, prepay the entire outstanding Principal Amount hereunder and under the Other Note (together with all accrued and unpaid interest thereon) or (y) obtain the Lender's, and the Other Lender's, prior written consent to the terms of such incurrence or issuance and (ii) with respect to any part such incurrence or issuance that results in proceeds (net only of reasonable and documented expenses) to the Borrower in an amount less than the Principal Amount then outstanding hereunder and under the Other Note (together with all accrued and unpaid interest thereon), apply all of such net proceeds to the prepayment of the Loan except as expressly provided in Principal Amount hereunder and under the Other Note and obtain the Lender's, and the Other Lender's, prior written consent to the terms of such incurrence or issuance. The Borrower shall give written notice to the Lender and the Other Lender (which notice shall be irrevocable) of any mandatory prepayment pursuant to this SectionSection 6(d) at least 7 days prior to the date of such prepayment.

Prepayment. 4.1 This Note evidences a loan in the form of a revolving line of credit, and Maker may, subject to the applicable provisions under this Note and the Loan Agreement, borrow, repay, and reborrow sums an unlimited number of times. 4.2 In the event the applicable rate of interest charged hereunder is the Variable Rate, the privilege is hereby reserved by Maker to prepay this Note in whole or in part at any time and from time to time without premium or penalty, provided that Payee shall receive written notice of Maker's intention to so prepay not less than three days prior to such prepayment and further provided that a payment of all accrued and unpaid interest applicable to the portion of the principal amount to be prepaid, to the date of such prepayment, is included with such prepayment. 4.3 In the event the applicable rate of interest charged hereunder is the LIBOR Rate, Maker may prepay this Note, provided that Payee shall receive written notice of Maker's intention to so prepay not less than three business days prior to such prepayment date ("LIBOR Prepayment Notice") and provided further that: (a) Provided no Event of Default has occurred and is continuing, Borrower may voluntarily prepay the Indebtedness in full and not in part (i) only on or prior to the day that is two (2) years after the Start-Up Day, and such prepayment shall be subject of one or more Designated LIBOR Rate Amount(s) in full (no partial prepayment of any Designated LIBOR Rate Amount is permitted); (b) Maker shall indicate on the LIBOR Prepayment Notice which Designated LIBOR Rate Amount(s) are to be prepaid ("Prepayment Amount"); and (c) concurrently with such prepayment Maker shall pay all accrued interest and any late charge or charges then due and owing on the Prepayment Amount. Maker may prepay this Note on the last day of a LIBOR Period in whole or in part without premium or penalty provided that Payee shall receive written or oral notice of Maker's. intention to so prepay not less than one business day prior to such prepayment and further provided that a payment of Prepayment Premiumall accrued and unpaid interest applicable to the portion of the principal amount to be prepaid, and (ii) only on or after to the date which is sixty (60) days prior to the Maturity Date and there shall be no Prepayment Premium or penalty assessed against Borrower by reason of such prepayment; provided, however, that Borrower shall give to Lender at least fifteen (15) days prior written notice of any is included with such prepayment. Any prepayment of the Loan shall be made on a Payment Date, and if any such prepayment is not made on a Payment Date, Borrower shall also pay to Lender interest calculated at the Interest Rate that would have accrued on such prepaid Principal Indebtedness through the end of the Interest Accrual Period in which such prepayment occurs. Notwithstanding the foregoing, Permitted Transfers, defeasance in accordance with Section 2.10 and Property Substitutions in accordance with Section 2.14 are not prepayments. (b) Subject to Section 8.40, at any time during the term of the Loan, if any Borrower is required by Lender under the provisions of any Mortgage to prepay the Loan or any portion thereof in the event of damage to or destruction of, or a Taking of any Individual Property, such Borrower shall pay any Insurance Proceeds or Condemnation proceeds in the following manner and order of priority (i) first, to prepay the Loan to the full extent of the Insurance Proceeds or the Condemnation Proceeds, as applicable, to the extent of the Allocated Loan Amount for the applicable Individual Property, and (ii) to the Borrowers. (c) All prepayments of the Indebtedness made pursuant to this Section shall be applied by Lender in accordance with the provisions of Section 2.7 hereof. (d) No Borrower shall be permitted at any time to prepay all or any part of the Loan except as expressly provided in this Section.

Prepayment. (a) Provided no Event of Default has occurred and is continuingOn at least five Business Days prior written notice, the Borrower may voluntarily prepay on the Indebtedness date specified in full and not such notice of prepayment, in part whole or in part, the Loan Certificates then outstanding at the principal amount thereof (i) only on or prior portion thereof to the day that is two (2) years after the Start-Up Daybe repaid), and such provided that any partial prepayment shall be subject to payment in an aggregate original principal amount of Prepayment Premiumat least $5,000,000 and in $500,000 multiples thereof, and the amount thereof shall be specified in such written notice. The Security Agent will give prompt notice of the Borrower’s intent to prepay to the Holders. (iib) only on or after Upon the occurrence of a cancellation of the Boeing Purchase Agreement with respect to any Aircraft for any reason whatsoever, the aggregate outstanding principal amount of all Drawings relating to such Aircraft shall become due and payable in 10 days, and the Borrower shall prepay the Loan Certificates to the extent of such Drawings, together with accrued interest thereon to the date which of prepayment plus any Break Amount and all other amounts due thereunder and hereunder and under the other Operative Documents with respect to such Aircraft to the Holders. The Security Agent will give notice of prepayment to the Holders under this Section 5.10(b) promptly. (c) In the event that a Loan Participant is entitled to a payment under Section 5.13 or Section 8.2 (an “Affected Loan Participant”), the Borrower, the Security Agent and the Affected Loan Participant shall cooperate for a period of sixty (60) days prior to the Maturity Date and there shall be no Prepayment Premium or penalty assessed against Borrower by reason of such prepayment; provided, however, that Borrower shall give to Lender at least fifteen (15) days prior written notice of any such prepayment. Any prepayment of the Loan shall be made on a Payment Date, and if any such prepayment is not made on a Payment Date, Borrower shall also pay to Lender interest calculated at the Interest Rate that would have accrued on such prepaid Principal Indebtedness through the end of the Interest Accrual Period in which such prepayment occurs. Notwithstanding the foregoing, Permitted Transfers, defeasance in accordance with Section 2.10 and Property Substitutions in accordance with Section 2.14 are not prepayments.to: (b) Subject to Section 8.40, at any time during the term of the Loan, if any Borrower is required by Lender under the provisions of any Mortgage to prepay the Loan or any portion thereof in the event of damage to or destruction of, or a Taking of any Individual Property, such Borrower shall pay any Insurance Proceeds or Condemnation proceeds in the following manner and order of priority (i) first, to prepay restructure the Loan for the Affected Loan Participant so as to eliminate the full extent of need for any such payment (it being agreed that the Insurance Proceeds or the Condemnation Proceeds, as applicable, Affected Loan Participant shall have no obligation to proceed with such restructuring to the extent of the Allocated Loan Amount such restructuring would: (1) result in an adverse regulatory consequence for the applicable Individual Property, and Affected Loan Participant; or (2) involve any unreimbursed or unindemnified cost for the Affected Loan Participant; or (3) be inconsistent with the Affected Loan Participant’s internal policies); or (ii) if no restructuring can be arranged, attempt, with the Borrower acting as marketing agent, to find an entity reasonably satisfactory to the Borrowers. Security Agent to purchase the Affected Loan Participant’s Loan Certificate and assume the Affected Loan Participant’s Commitment. The Affected Loan Participant shall be paid (cby the purchasing entity or the Borrower) All prepayments the outstanding principal balance of its Loan Certificate, all accrued and unpaid interest thereon, any Break Amount incurred (calculated as if such purchase were a prepayment of such Affected Loan Participant’s Loan Certificate) and all other amounts owed to the Affected Loan Participant hereunder, thereunder or under any other Operative Document as a condition precedent to such purchase. In the event the Borrower is unable to find a purchaser of the Indebtedness made pursuant Affected Loan Participant’s Loan Certificate, then, so long as no Default or Event of Default shall have occurred and be continuing on at least five (5) Business Days’ prior written notice, the Borrower may prepay on the date specified in its notice of prepayment, in whole the Affected Loan Participant’s Loan Certificate at the principal amount thereof together with accrued and unpaid interest thereon to this Section shall be applied by Lender in accordance with the provisions date of Section 2.7 hereofprepayment plus the Break Amount, if any, and all other amounts due to the Affected Loan Participant hereunder, thereunder and under the other Operative Documents. (d) No Borrower In the event that the Manufacturer refunds any amounts under the Boeing Purchase Agreement relating to payments made thereunder for which proceeds of any Drawing were used to pay (or to reimburse the Borrower) or otherwise relating to any Aircraft, a principal amount of the Drawings (and any Break Amount related thereto) relating to such Aircraft equal to such refund shall become immediately due and payable. (e) Any notice of prepayment delivered pursuant to Sections 5.10(a), (b) or (c) shall be permitted at any time irrevocable and shall identify the amount to prepay all or any part be prepaid and the Series of the Loan except as expressly provided in this SectionDrawings (if applicable) subject to prepayment.

Prepayment. (a) Provided no Event of Default has occurred and is continuing, Borrower may voluntarily prepay the Indebtedness in full and not in part (i) only on or prior Subject to the day that is two conversion right of the Holder, the Company may, from time to time at its option, upon ten (210) years after days’ prior written notice (a “Prepayment Notice”) to the Start-Up DayHolder, prepay (each a “Prepayment”) all or part of the Principal Amount of this Note (with all accrued and such prepayment shall be subject to payment of Prepayment Premium, and (iiunpaid interest thereon) only on or after the date which is sixty (60) days prior to the Maturity Date and there (the “Outstanding Principal”). The Prepayment (less any tax required to be withheld by the Company) shall be no Prepayment Premium paid by cheque or penalty assessed against Borrower by reason such other reasonable means as the Company deems desirable. The mailing of such prepayment; providedcheque from the Company’s registered office, howeveror the payment by such other reasonable means as the Company deems desirable, that Borrower shall give to Lender at least fifteen (15) days prior written notice of any such prepayment. Any on or before the prepayment of the Loan date shall be made deemed to be payment on a Payment Date, and if any such prepayment the Prepayment date unless the cheque is not made on a Payment Date, Borrower shall also pay to Lender interest calculated at the Interest Rate that would have accrued on paid upon presentation or payment by such prepaid Principal Indebtedness through the end of the Interest Accrual Period in which such prepayment occursother means is not received. Notwithstanding the foregoing, Permitted Transfers, defeasance in accordance with Section 2.10 and Property Substitutions in accordance with Section 2.14 are not prepayments. (b) Subject the Company shall be entitled to Section 8.40, require at any time, and from time during to time, that the term Prepayment be paid to the Holder only upon presentation and surrender of the Loan, if any Borrower is required by Lender under Note at the provisions of any Mortgage to prepay the Loan or any portion thereof in the event of damage to or destruction of, or a Taking of any Individual Property, such Borrower shall pay any Insurance Proceeds or Condemnation proceeds in the following manner and order of priority (i) first, to prepay the Loan to the full extent registered office of the Insurance Proceeds Company or the Condemnation Proceeds, as applicable, to the extent of the Allocated Loan Amount for the applicable Individual Property, and (ii) to the Borrowers. (c) All prepayments of the Indebtedness made pursuant to this Section shall be applied by Lender in accordance with the provisions of Section 2.7 hereof. (d) No Borrower shall be permitted at any time to prepay all other place or any places designated by the Prepayment Notice. If only a part of the Loan except as expressly provided Principal Amount of this Note is to be prepaid, a new certificate for the balance of the Principal Amount shall be issued at the expense of the Company. At any time after a Prepayment Notice is given, the Company shall have the right to deposit the amount of the Prepayment with any chartered bank or banks or with any trust company or trust companies in British Columbia named for such purpose in the Prepayment Notice to the credit of a special account or accounts in trust for Holder, to be paid to it upon surrender to such bank or banks or trust company or trust companies of the certificate or certificates representing this SectionNote. Upon such deposit or deposits being made or upon the prepayment date, whichever is later, this Note shall be and be deemed to be paid and the rights of the Holder shall be limited to receiving, without interest, the amount so deposited. Any interest allowed on such deposit or deposits shall accrue to the Company.

Prepayment. (a) Provided no Event of Default has occurred and is continuing, Borrower may voluntarily prepay the Indebtedness in full and not in part The Borrower: (i) only may, from time to time on any Business Day, make a voluntary prepayment, in whole or in part, of the outstanding principal amount of the Loan; provided that: (A) any such voluntary prepayment shall require: (I) if the Loan is accruing interest at the Fixed Rate, at least forty five (45) days’ prior written notice to the day that Facility Agent; and (II) if the Loan is two (2) years after accruing interest at the Start-Up DayFloating Rate, and such prepayment shall be subject to payment of Prepayment Premium, and (ii) only on or after the date which is sixty (60) days prior to the Maturity Date and there shall be no Prepayment Premium or penalty assessed against Borrower by reason of such prepayment; provided, however, that Borrower shall give to Lender at least fifteen (15) days days’ prior written notice to the Facility Agent, each of which notice shall be irrevocable and shall be promptly forwarded by the Facility Agent to the Lenders and (if the Funding Agreement is then in effect) the Funding Entity and the Funding Agents and (if the Fixed Rate applies) Natixis DAI; and (B) any such prepayment. Any voluntary partial prepayment shall be in a minimum amount of five million Euros (EUR 5,000,000) (or the remaining amount of the Loan) and a multiple of one million Euros (EUR 1,000,000) and shall (except as provided in the BpiFAE Insurance Policy) be applied against the outstanding repayment installments of the Loan set out in Schedule B (Repayment Schedule), in the inverse order of the maturity thereof, save that where there is an outstanding amount of the Deferred Tranche, any such prepayment shall first be applied against the Deferred Tranche and either in inverse order of maturity or ratably across the remaining installments of the Deferred Tranche (as the Borrower shall designate in writing); and (ii) shall, immediately upon any acceleration of the repayment of the installments of the Loan pursuant to Clause 10.2 (Action if Bankruptcy) or Clause 10.3 (Action if Other Event of Default) or the mandatory prepayment of the Loan shall be made pursuant to Clause 11.2 (Mandatory Prepayment), repay the Loan or, in the case of a Mandatory Prepayment Event arising pursuant to Clauses 11.1(o) (Dividend or New Debt) or 11.1(p) (Breach of Principles), repay the Deferred Tranche, together with all accrued and unpaid interest on the Loan or the Deferred Tranche (as applicable) and, other than in the case of a Payment DateMandatory Prepayment Event arising pursuant to Clauses 11.1(o) (Dividend or New Debt) or 11.1(p) (Breach of Principles), and if any such prepayment is not made on a Payment Date, Borrower shall also pay all other Obligations payable to Lender interest calculated at the Interest Rate that would have accrued on such prepaid Principal Indebtedness through the end of the Interest Accrual Period in which such prepayment occurs. Notwithstanding the foregoing, Permitted Transfers, defeasance in accordance with Section 2.10 and Property Substitutions in accordance with Section 2.14 are not prepaymentsFinance Parties. (b) Subject to Section 8.40, at any time during the term Each prepayment of the Loan, if Loan (including any Borrower is required by Lender under prepayment of the provisions Deferred Tranche) made in accordance with this Clause 5.2 (Prepayment) shall be subject to the payment of any Mortgage to prepay Funding Losses but otherwise without any premium or penalty, provided that no Funding Losses shall be payable in connection with any such prepayment if the Loan or any portion thereof in Floating Rate applies and such prepayment is made on the event last day of damage to or destruction of, or a Taking of any Individual Property, such Borrower shall pay any Insurance Proceeds or Condemnation proceeds in the following manner and order of priority (i) first, to prepay the Loan to the full extent of the Insurance Proceeds or the Condemnation Proceeds, as applicable, to the extent of the Allocated Loan Amount for the applicable Individual Property, and (ii) to the Borrowersan Interest Period. (c) All prepayments of No amounts prepaid by the Indebtedness made Borrower pursuant to this Section shall Clause 5.2 (Prepayment) may be applied reborrowed by Lender in accordance with the provisions of Section 2.7 hereofBorrower. (d) No Borrower shall be permitted at any time to prepay all or any part of the Loan except as expressly provided in this Section.

Prepayment. (a) Provided So long as no Event of Default has occurred and is continuing, the Borrower may voluntarily prepay the Indebtedness in full and not in part (i) only on or prior to the day that is two (2) years after the Start-Up Day, and such prepayment shall be subject to payment of Prepayment Premium, and (ii) only on or after the date which is sixty (60) days prior to the Maturity Date and there shall be no Prepayment Premium or penalty assessed against Borrower by reason of such prepayment; provided, however, that Borrower shall give to Lender at least fifteen (15) days prior written notice of any such prepayment. Any prepayment of the Loan shall be made on a Payment Date, and if any such prepayment is not made on a Payment Date, Borrower shall also pay to Lender interest calculated at the Interest Rate that would have accrued on such prepaid Principal Indebtedness through the end of the Interest Accrual Period in which such prepayment occurs. Notwithstanding the foregoing, Permitted Transfers, defeasance in accordance with Section 2.10 and Property Substitutions in accordance with Section 2.14 are not prepayments. (b) Subject to Section 8.40may, at any time during after the term first principal repayment date and on 30 days’ irrevocable written notice to the Indenture Trustee, prepay on the date specified in such notice in whole, or in part, the Loan Certificates then outstanding at the principal amount thereof (or portion thereof to be repaid), together with accrued interest thereon to the date of prepayment plus all Break Amount, if any, and all other amounts then due to the Holders of the LoanCertificates hereunder, thereunder and under the other Operative Documents; provided that any partial prepayment shall be in an aggregate original principal amount of at least $[***] and in $[***] multiples thereof unless the Borrower is prepaying [***] of the outstanding principal amount in full, and the amount thereof shall be specified in such written notice. The Indenture Trustee will give prompt notice of the Borrower’s intent to prepay to the Certificate Holders. (i) The Certificates shall be prepaid in full, but not in part, together with accrued interest thereon to the date of prepayment (but excluding all Make-Whole Amount) and all other amounts due hereunder and under the other Operative Documents to the Certificate Holders upon the occurrence of an Event of Loss with respect to the Airframe (unless pursuant to Section 5.01, a Replacement Airframe, together with the same number of Replacement Engines as the Engines, if any, subject to such Event of Loss, shall have been substituted for the Airframe and the Engines subject to such Event of Loss), on the earlier of the date of the Borrower’s payment with respect to such Event of Loss in Section 5.01 or the last day permitted for such payment under said Section 5.01. The Indenture Trustee will give notice of prepayment to the Certificate Holders under this Section 2.11(b)(i) promptly. (ii) The Certificates held by any Borrower is required by Lender Holder making a claim under Section 2.15 hereof or Section 7(d) of the Loan Agreement may be prepaid in full, together with accrued interest thereon to the date of prepayment plus all Break Amount and all other amounts due hereunder (including, without limitation, under Section 2.15 hereof or Section 7(d) of the Loan Agreement) and under the provisions other Operative Documents by the Borrower upon providing at least five Business Days’ prior written notice to such Holder of any Mortgage its intention to so prepay such Holder’s Certificates. Upon receipt by the Indenture Trustee of the amounts required for prepayment as provided in this clause (ii), the Indenture Trustee shall pay such amounts to the affected Holder. (c) On the second Business Day prior to the occurrence or anticipated occurrence of a Pinnacle Event or Change in Control, the Requisite Portion of the Certificates shall become due and payable, and the Borrower shall immediately prepay the Loan or Certificates in an amount equal to the Requisite Portion thereof, together with accrued interest thereon to the date of prepayment plus any portion thereof in Break Amount and all other amounts due thereunder and hereunder and under the other Operative Documents. (d) In the event that any Certificate Holder is entitled to a payment under Section 2.15 hereof or Section 7(c) of damage to or destruction ofthe Loan Agreement, or the Borrower and such Certificate Holder shall cooperate for a Taking period of any Individual Property, such Borrower shall pay any Insurance Proceeds or Condemnation proceeds in the following manner and order of priority 60 days to: (i) first, to prepay restructure the Loan for such Certificate Holder so as to eliminate the full extent of the Insurance Proceeds or the Condemnation Proceeds, as applicable, need for any such payment (it being agreed that such Certificate Holder shall have no obligation to proceed with such restructuring to the extent of the Allocated Loan Amount such restructuring would: (1) result in an adverse regulatory consequence for the applicable Individual Property, and such Certificate Holder; or (2) involve any unreimbursed or unindemnified cost for such Certificate Holder); or (ii) if no restructuring can be arranged, attempt, with the Borrower acting as marketing agent, to find an entity reasonably satisfactory to such Certificate Holder to purchase its Certificate. The affected Certificate Holder shall be paid (by the purchasing entity or the Borrower) the outstanding principal balance of the Certificate, all accrued and unpaid interest thereon, any Break Amount incurred (calculated as if such purchase were a prepayment of such Certificate) and all other amounts owed to such Certificate Holder under any Operative Document as a condition precedent to such purchase. In the event the Borrower is unable to find a purchaser of such Certificate, then, so long as no Default or Event of Default shall have occurred and be continuing on at least 5 Business Days’ prior written notice, the Borrower may prepay on the date specified in its notice of prepayment, in whole such Certificate at the principal amount thereof together with accrued and unpaid interest thereon to the Borrowersdate of prepayment plus the Break Amount, if any and all other amounts due to such Certificate Holder hereunder, thereunder and under the other Operative Documents. (c) All prepayments of the Indebtedness made pursuant to this Section shall be applied by Lender in accordance with the provisions of Section 2.7 hereof. (d) No Borrower shall be permitted at any time to prepay all or any part of the Loan except as expressly provided in this Section.

Prepayment. (a) Provided Except as set forth in Section 6.01(b) hereof, no Event prepayment of Default has occurred and is continuingthe Debt may be made in whole or in part. (b) At any time, Borrower may voluntarily prepay the Indebtedness Loan, in full and not whole or in part part, as of the last day of an Interest Accrual Period, it being acknowledged that Borrower may prepay the Loan on a day other than the last day of an Interest Accrual Period, provided that Borrower pays all interest which would otherwise be due to Lender through the end of such Interest Accrual Period, in accordance with the following provisions: (i) only on or Lender shall have received from Borrower, not less than thirty (30) days’, nor more than ninety (90) days’, prior written notice specifying the date proposed for such prepayment and the amount which is to the day that is be prepaid (which notice shall be revocable by Borrower up to two (2) years after times during the Start-Up Day, and such prepayment shall be subject to payment term of Prepayment Premium, and the Loan by giving Lender not less than one (ii1) only on or after the date which is sixty (60) days prior to the Maturity Date and there shall be no Prepayment Premium or penalty assessed against Borrower by reason of such prepayment; provided, however, that Borrower shall give to Lender at least fifteen (15) days Business Day prior written notice of any such prepayment. Any prepayment of the Loan revocation, provided that Borrower shall be made on a Payment Dateremain obligated to pay Lender’s costs and expenses including, and if any without limitation, breakage costs incurred by Lender in connection with such prepayment is not made on a Payment Date, revocation). (ii) Borrower shall also pay to Lender all interest calculated at due through and including the Interest Rate that would have accrued on such prepaid Principal Indebtedness through the end last day of the Interest Accrual Period in which such prepayment occurs. Notwithstanding is being made, together with any and all other amounts due and owing pursuant to the foregoingterms of the Note, Permitted Transfers, defeasance in accordance with Section 2.10 and Property Substitutions in accordance with Section 2.14 are not prepaymentsthis Agreement or the other Loan Documents. (biii) Subject Any partial prepayment shall be in a minimum amount not less than $25,000 and shall be in whole multiples of $1,000 in excess thereof. (iv) Any partial prepayment of the Principal Amount, including, without limitation, Unscheduled Payments, shall be applied to Section 8.40the installments of principal last due hereunder and shall not release or relieve Borrower from the obligation to pay the regularly scheduled installments of principal and interest becoming due under the Note. (v) Borrower shall pay to Lender, together with such prepayment and all other amounts due in connection therewith, a non-refundable amount which shall be deemed earned by Lender upon the funding of the Loan and shall not count to or be credited to payment of the Principal Amount, any interest thereon or any other amounts payable under the Note, this Agreement or any of the other Loan Document, equal to .70% of the Principal Amount being repaid if such prepayment occurs prior to the Payment Date occurring in November, 2007 and .50% of the Principal Amount being prepaid if the prepayment occurs on or after the Payment Date occurring in November, 2007 but prior to the Payment occurring in April, 2008. The Loan may be prepaid after the Payment Date occurring in April, 2008 without such additional fee or charge, provided, however, that a portion of the Principal Amount not to exceed $14,458,860 in the aggregate may be prepaid at any time during the term without payment of any sum otherwise due under this clause 6.01(b)(v) and a portion of the LoanPrincipal Amount up to $43,299,000 in the aggregate may be prepaid on or prior to the Payment Date occurring in May, if any Borrower is required by Lender under the provisions 2007 without payment of any Mortgage to prepay sums otherwise due under this clause 6.01(b)(v) if the Loan or any portion thereof in the event of damage to or destruction of, or a Taking of any Individual Property, such Borrower shall pay any Insurance Proceeds or Condemnation proceeds in the following manner and order of priority (i) first, to prepay the Loan to the full extent of the Insurance Proceeds or the Condemnation Proceeds, as applicable, to the extent of the Allocated Loan Amount for the applicable Individual Property, and (ii) to the Borrowers. (c) All prepayments of the Indebtedness made pursuant to this Section shall be applied by Lender in accordance is prepaid with the provisions proceeds of Section 2.7 hereofa fixed rate mortgage loan secured by one or more Cross-collateralized Properties made by Wachovia Bank, National Association. (d) No Borrower shall be permitted at any time to prepay all or any part of the Loan except as expressly provided in this Section.

Prepayment. (a) Provided The principal balance of this Note may not be prepaid, in whole or in part, prior to January 1, 2000. Commencing on January 1, 2000 and at any time thereafter, provided no Event default exists under the Mortgage or under this Note, the principal balance of Default has occurred and is continuingthe Note may be prepaid in whole, Borrower may voluntarily prepay the Indebtedness in full and but not in part part, on the first day of any calendar month, upon not less than thirty (i) only on or prior to the day that is two (2) years after the Start-Up Day, and such prepayment shall be subject to payment of Prepayment Premium, and (ii) only on or after the date which is sixty (6030) days prior to the Maturity Date and there shall be no Prepayment Premium or penalty assessed against Borrower by reason of such prepayment; provided, however, that Borrower shall give to Lender at least fifteen more than forty five (1545) days prior written notice (the "Prepayment Notice") by certified mail to Payee specifying the date (the "Prepayment Date") on which prepayment is to be made. Upon any prepayment of this Note, whether voluntary or involuntary, including, without limitation, any prepayment as a result of acceleration or prepayment by court order or trustee sale, Maker shall pay to Payee (a) all interest accrued and unpaid on the principal balance of this Note to and including the Prepayment Date, (b) all other sums due under the Mortgage, this Note or the Other Security Documents and (c) a prepayment premium (the "Premium") in an amount equal to the greater of (i) one percent (1%) of the principal balance of this Note outstanding after the application of the Monthly Payment, if any, due on such Prepayment Date or (ii) the product of (A) a fraction whose numerator is an amount equal to the portion of the principal balance of the Debt being prepaid and whose denominator is the entire outstanding principal balance of the Debt on the date of such prepayment. Any , multiplied by (B) an amount equal to the remainder obtained by subtracting (x) an amount equal to the entire outstanding principal balance of the Debt as of the date of such prepayment from (y) the present value as of the date of such prepayment of the Loan remaining scheduled payments of principal and interest on the entire Debt (including any ballon payment) determined by discounting such payments at the Discount Rate (hereinafter defined). The calculation of the Premium shall be made on a Payment Date, and if any such prepayment is not made on a Payment Date, Borrower shall also pay to Lender interest calculated at by Payee (or the Interest Rate that would have accrued on such prepaid Principal Indebtedness through the end then holder of the Interest Accrual Period in which such prepayment occurs. Notwithstanding the foregoing, Permitted Transfers, defeasance in accordance with Section 2.10 and Property Substitutions in accordance with Section 2.14 are not prepayments. (b) Subject to Section 8.40, at any time during the term of the Loan, if any Borrower is required by Lender under the provisions of any Mortgage to prepay the Loan or any portion thereof in the event of damage to or destruction of, or a Taking of any Individual Property, such Borrower shall pay any Insurance Proceeds or Condemnation proceeds in the following manner and order of priority (i) first, to prepay the Loan to the full extent of the Insurance Proceeds or the Condemnation ProceedsDebt, as applicable, to the extent of the Allocated Loan Amount for the applicable Individual Property), and (ii) to the Borrowersshall, absent manifest error, be final, conclusive and binding upon all parties. (c) All prepayments of the Indebtedness made pursuant to this Section shall be applied by Lender in accordance with the provisions of Section 2.7 hereof. (d) No Borrower shall be permitted at any time to prepay all or any part of the Loan except as expressly provided in this Section.

Prepayment. During the first Loan Year (a) Provided no Event of Default has occurred and is continuingthe "Prepayment Premium Period"), Borrower may voluntarily prepay the Indebtedness Loan, in full and whole but not in part part, upon not less than thirty (i30) only on or days' prior written notice to Lender and upon payment of a prepayment premium equal to the day that Spread Maintenance Amount. Thereafter, upon not less than thirty (30) days' prior written notice to Lender, Borrower may prepay the Loan, in whole but not in part, without any prepayment premium (subject, however, to the payment of the Libor Breakage Amount, if any, as required below). If the Loan is two (2) years after the Start-Up Dayprepaid, and in whole or in part, including pursuant to a casualty or condemnation, each such prepayment shall be subject made to payment of Prepayment PremiumLender together with (a) the accrued and unpaid interest on the principal amount prepaid, (b) the Libor Breakage Amount, if any, calculated as provided in Schedule 2.3(4), and (iic) only on or after the date which Exit Fee. If the Loan is sixty (60) days prior to accelerated during the Maturity Date and there shall be no Prepayment Premium Period for any reason other than casualty, condemnation or penalty assessed against Borrower by reason of such prepayment; provided, however, that Borrower shall give pursuant to Lender at least fifteen (15) days prior written notice of any such prepayment. Any prepayment of the Loan shall be made on a Payment Date, and if any such prepayment is not made on a Payment DateSection 8.5, Borrower shall also pay pay, in addition to the amounts described in the preceding sentence, the Spread Maintenance Amount. The prepayment premium required by this Section 2.3(4) is acknowledged by Borrower to be partial compensation to Lender interest calculated for the cost of reinvesting the Loan proceeds and for the loss of the contracted rate of return on the Loan. Furthermore, Borrower acknowledges that the loss that may be sustained by Lender as a result of such a prepayment by Borrower is not susceptible of precise calculation and the prepayment premium represents the good faith effort of Borrower and Lender to compensate Lender for such loss. By initialing this provision where indicated below, Borrower waives any rights it may have under California Civil Code Section 2954.10, or any successor statute, and Borrower confirms that Lender's agreement to make the Loan at the Interest Rate that would have accrued interest rate(s) and on such prepaid Principal Indebtedness through the end of the Interest Accrual Period in which such prepayment occurs. Notwithstanding the foregoingother terms set forth herein constitutes adequate and valuable consideration, Permitted Transfersgiven individual weight by Borrower, defeasance in accordance with Section 2.10 and Property Substitutions in accordance with Section 2.14 are not prepayments. (b) Subject to Section 8.40, at any time during the term of the Loan, if any Borrower is required by Lender under the provisions of any Mortgage to prepay the Loan or any portion thereof in the event of damage to or destruction of, or a Taking of any Individual Property, such Borrower shall pay any Insurance Proceeds or Condemnation proceeds in the following manner and order of priority (i) first, to prepay the Loan to the full extent of the Insurance Proceeds or the Condemnation Proceeds, as applicable, to the extent of the Allocated Loan Amount for the applicable Individual Property, and (ii) to the Borrowers. (c) All prepayments of the Indebtedness made pursuant to prepayment provisions set forth in this Section shall be applied by Lender in accordance with the provisions of Section 2.7 hereof2.3(4). (d) No Borrower shall be permitted at any time to prepay all or any part of the Loan except as expressly provided in this Section.

Prepayment. At its option upon at least seven (a7) Provided no Event Business Days prior written notice (which such notice may be conditioned upon the consummation of Default has occurred and is continuinga transaction constituting a Change in Control, other transformative transaction or a refinancing of the Loans) to Agent, Borrower may voluntarily at any time prepay all or a portion of the Indebtedness outstanding Advances by paying the entire principal balance (or such portion thereof), all accrued and unpaid interest thereon, together with a prepayment charge equal to the following percentage of the principal amount of the Advance being prepaid: with respect to each Advance, if the principal amount of such Advance is prepaid in full and not in part any of the first twelve (i12) only months following the Closing Date, two percent (2.0%); after twelve (12) months but on or prior to twenty four (24) months, one point five percent (1.5%); after twenty four (24) months but on or prior to thirty six (36) months, zero point five percent (0.5%); and thereafter, zero percent (0%) (each, a “Prepayment Charge”). ▇▇▇▇▇▇▇▇ agrees that the day that Prepayment Charge is two (2) years after a reasonable calculation of the Start-Up DayLenders’ lost profits in view of the difficulties and impracticality of determining actual damages resulting from an early repayment of the Advances. Borrower shall prepay the outstanding amount of all principal and accrued interest through the prepayment date and the Prepayment Charge upon any prepayment hereunder; provided that, and such prepayment for the avoidance of doubt, no Prepayment Charge shall be subject to payment of Prepayment Premium, and (ii) only on or after the date which is sixty (60) days prior to the Maturity Date and there shall be no Prepayment Premium or penalty assessed against due if Borrower by reason of such prepayment; provided, however, that Borrower shall give to Lender at least fifteen (15) days prior written notice of any such prepayment. Any prepayment prepays all of the Loan shall be made on outstanding Advances in connection with the occurrence of a Payment Date, and if any such prepayment is not made on a Payment Date, Borrower shall also pay to Lender interest calculated at the Interest Rate that would have accrued on such prepaid Principal Indebtedness through the end of the Interest Accrual Period Change in which such prepayment occursControl. Notwithstanding the foregoing, Permitted Transfers, defeasance Agent and the Lenders agree to waive the Prepayment Charge if Agent and the Lenders (in accordance with Section 2.10 their sole and Property Substitutions absolute discretion) or their respective Affiliates agree in accordance with Section 2.14 are not prepayments. (b) Subject writing to Section 8.40, at any time during refinance the term of the Loan, if any Borrower is required by Lender under the provisions of any Mortgage to prepay the Loan or any portion thereof in the event of damage to or destruction of, or a Taking of any Individual Property, such Borrower shall pay any Insurance Proceeds or Condemnation proceeds in the following manner and order of priority (i) first, to prepay the Loan Advances prior to the full extent of the Insurance Proceeds or the Condemnation Proceeds, as applicable, to the extent of the Allocated Term Loan Amount for the applicable Individual Property, and (ii) to the Borrowers. (c) All prepayments of the Indebtedness made pursuant to Maturity Date. Any amounts paid under this Section shall be applied by Lender Agent to the then unpaid amount of any Secured Obligations (including principal and interest) in accordance with such order and priority as Agent may choose in its sole discretion. For the provisions avoidance of Section 2.7 hereof. (d) No Borrower doubt, if a payment hereunder becomes due and payable on a day that is not a Business Day, the due date thereof shall be permitted at any time to prepay all or any part of the Loan except as expressly provided in this Sectionimmediately preceding Business Day.

Prepayment. i. The Company may prepay any portion of the principal amount of this Note upon ten (a) Provided no Event of Default has occurred and is continuing, Borrower may voluntarily prepay the Indebtedness in full and not in part (i) only on or prior to the day that is two (2) years after the Start-Up Day, and such prepayment shall be subject to payment of Prepayment Premium, and (ii) only on or after the date which is sixty (60) days prior to the Maturity Date and there shall be no Prepayment Premium or penalty assessed against Borrower by reason of such prepayment; provided, however, that Borrower shall give to Lender at least fifteen (1510) days prior written notice to the Holder. Upon receipt of any such prepayment. Any prepayment notice, this Note shall be convertible into shares of Common Stock at the option of the Loan Holder during such ten (10) day period pursuant to the terms of Section 4. If the Company exercises its right to prepay the Note, the Company shall make payment to the Holder of an amount in cash equal to the sum of the then outstanding principal amount of this Note and guaranteed interest multiplied by 115%. ii. In the event the Company receives any monies from the sale of debt securities or equity securities, including securities convertible into or exchangeable for equity securities (other than in connection with the sale of additional Notes), the Company shall within five (5) days of receipt of such monies, deliver a written notice (the “Prepayment Notice”) to the Holder offering to prepay (the “Prepayment Offer”) a portion of the principal amount of the Note equal to (1) in the case of debt securities, the amount of such monies actually received by the Company, multiplied by a fraction the numerator of which is the amount of Notes held by the Holder and the denominator of which is the aggregate amount of Notes issued by the Company, and (2) in the case of equity securities, including securities convertible into or exchangeable for equity securities, fifty percent (50%) of the amount of such monies actually received by the Company in excess of $5,000,000 in the aggregate, multiplied by a fraction the numerator of which is the amount of Notes held by the Holder and the denominator of which is the aggregate amount of Notes issued by the Company (the “Prepayment Amount”). The Holder may accept the Prepayment Offer by delivering a written notice (an “Acceptance Notice”) thereof to the Company within ten (10) days after receipt of the Prepayment Notice. If the Holder does not deliver an Acceptance Notice to the Company within such ten (10) day period, the Holder shall be made on a Payment Datedeemed to have waived its right to accept the Prepayment Offer. If the Holder delivers an Acceptance Notice, the Company shall make payment to the Holder of an amount in cash equal to the Prepayment Amount plus any accrued and unpaid interest, within five (5) days after receipt of the Acceptance Notice. For the avoidance of doubt, if the Holder fails to timely deliver an Acceptance Notice after the receipt of such Prepayment Offer, and if the Company nonetheless prepays any portion of the principal amount of this Note, such prepayment is not made on a Payment Date, Borrower shall also pay to Lender interest calculated at the Interest Rate that would have accrued on such prepaid Principal Indebtedness through the end of the Interest Accrual Period in which such prepayment occurs. Notwithstanding the foregoing, Permitted Transfers, defeasance will be governed in accordance with Section 2.10 and Property Substitutions in accordance with Section 2.14 are not prepayments. (b) Subject to Section 8.40, at any time during the term of the Loan, if any Borrower is required by Lender under the provisions of any Mortgage to prepay the Loan or any portion thereof in the event of damage to or destruction of, or a Taking of any Individual Property, such Borrower shall pay any Insurance Proceeds or Condemnation proceeds in the following manner and order of priority (i) first, to prepay the Loan to the full extent of the Insurance Proceeds or the Condemnation Proceeds, as applicable, to the extent of the Allocated Loan Amount for the applicable Individual Property, and (ii) to the Borrowers. (c) All prepayments of the Indebtedness made pursuant to this Section shall be applied by Lender in accordance with the provisions of Section 2.7 hereof2(d)(ii). (d) No Borrower shall be permitted at any time to prepay all or any part of the Loan except as expressly provided in this Section.

Prepayment. (a) Provided no Event of Default has occurred and is continuing, 14.1 The Borrower may voluntarily prepay the Indebtedness in full and not in part (i) only on or prior to the day that is two (2) years after the Start-Up Day, and such prepayment shall be subject to payment of Prepayment Premium, and (ii) only on or after the date which is sixty (60) days prior to the Maturity Date and there shall be no Prepayment Premium or penalty assessed against Borrower by reason of such prepayment; provided, however, that Borrower shall give to Lender at least fifteen (15) days prior written notice of any such prepayment. Any prepayment of the Loan shall be made on a Payment Date, and if any such prepayment is not made on a Payment Date, Borrower shall also pay to Lender interest calculated at the Interest Rate that would have accrued on such prepaid Principal Indebtedness through the end of the Interest Accrual Period in which such prepayment occurs. Notwithstanding the foregoing, Permitted Transfers, defeasance in accordance with Section 2.10 and Property Substitutions in accordance with Section 2.14 are not prepayments. (b) Subject to Section 8.40, at any time during the term of the Loan, if any Borrower is required by Lender under the provisions of any Mortgage to prepay the Loan or any portion thereof in the event of damage to or destruction of, or a Taking of any Individual Property, such Borrower shall pay any Insurance Proceeds or Condemnation proceeds in the following manner and order of priority (i) first, to prepay the Loan to the full extent of the Insurance Proceeds or the Condemnation Proceeds, as applicable, to the extent of the Allocated Loan Amount for the applicable Individual Property, and (ii) to the Borrowers. (c) All prepayments of the Indebtedness made pursuant to this Section shall be applied by Lender in accordance with the provisions of Section 2.7 hereof. (d) No Borrower shall be permitted at any time to prepay all or any part of the principal of the Loan except as expressly provided B before its Due Date (a “Prepayment”). Provided, however, that this shall not apply if the Prepayment is made pursuant to Clause 13 or Clause 34, or if the Borrower, in accordance with the procedures set forth below, obtains the prior written approval of all of the Lenders B who made the Individual Loan B in respect of which the Borrower gives notice of its desire to make a Prepayment (the “Relevant Prepayment Lenders B”), and the Agent. 14.2 If the Borrower desires to make a Prepayment, the Borrower shall give a written notice to the Agent no later than ten (10) Business Days prior to the date the Borrower desires to make the Prepayment (the “Desired Prepayment Date”), stating (a) the Drawdown Date, the Repayment Date and the principal amount of the Individual Loan B for which the Borrower desires to make a Prepayment, (b) the principal amount for which the Borrower desires to make a Prepayment (not less than 100 million yen, and in increments of 100 million yen), (c) that the Borrower will pay in full on the Desired Prepayment Date, the interest on the principal amount for which the Borrower desires to make a Prepayment that has accrued by the Desired Prepayment Date (inclusive) (the “Accrued Interest”), and (d) the Desired Prepayment Date. The Agent shall notify the Relevant Prepayment Lenders B of items (a) through (d) of this Section.Clause 14.2 by the Business Day immediately following the day the Agent receives notice from the Borrower, whereupon the Relevant Prepayment Lenders B shall notify the Agent no later than five (5) Business Days prior to the Desired Prepayment Date of whether or not they approve such Prepayment. If such notice by any of the Relevant Prepayment Lenders B does not reach the Agent by five (5) Business Days prior to the Desired Prepayment Date, it shall be deemed that the Relevant Prepayment Lenders B did not approve such Prepayment. The Agent shall judge the acceptability of the Prepayment by four (4) Business Days prior to the Desired Prepayment Date, and notify the result to the Borrower and the Relevant Prepayment Lenders B. 14.3 The Relevant Prepayment Lenders B who approve the Prepayment in accordance with Clause 14.2 shall notify the Agent of the Break Funding Cost no later than 5 p.m. on two (2) Business Days prior to the Desired Prepayment Date. After receiving such notice, the Agent shall notify the Borrower of the same no later than one (1) Business

Prepayment. (a) Provided no Event of Default has occurred and is continuing, Borrower may voluntarily prepay the Indebtedness principal balance of this Note, in full and not at any time or in part from time to time, provided that: (i) only on no prepayment may be made which in ▇▇▇▇▇▇’s judgment would contravene or prejudice funding under any applicable permanent loan commitment or tri-party agreement or the like; (ii) Lender shall have actually received from Borrower prior irrevocable written notice (the “Prepayment Notice”) of ▇▇▇▇▇▇▇▇’s intent to prepay, the day that is two amount of principal which will be prepaid (2) years after the Start-Up Day“Prepaid Principal”), and such the date on which the prepayment will be made; (iii) each prepayment shall be subject in the amount of $1,000 or a larger integral multiple of $1,000 (unless the prepayment retires the outstanding balance of this Note in full); and (iv) each prepayment shall be in the amount of 100% of the Prepaid Principal, plus accrued unpaid interest thereon to payment the date of Prepayment Premiumprepayment, plus any other sums which have become due and payable to Lender under the Loan Documents on or before the date of prepayment but have not been paid; and (v) no portion of LIBOR Rate Principal may be prepaid except on the last day of the Interest Period applicable thereto, unless (X) the prior written consent of Lender is obtained which consent, if given, shall provide, without limitation, the manner and order in which the prepayment is to be applied to the Indebtedness, and (iiY) only on or after the date which is sixty (60) days prior to the Maturity Date and there shall be no Prepayment Premium or penalty assessed against Borrower by reason of such prepayment; provided, however, that Borrower shall give pays to Lender at least and Consequential Loss as a result thereof, in accordance with Section 4(b) below. If this Note is prepaid in full, any commitment of Lender for further advances shall automatically terminate. (b) Within fifteen (15) days prior written notice after request by ▇▇▇▇▇▇ (or at the time of any such prepayment. Any prepayment of the Loan shall be made on a Payment Date, and if any such prepayment is not made on a Payment Date), Borrower shall also pay to Lender such amount or amounts as will compensate Lender for any loss, cost, expense, penalty, claim or liability, including any loss incurred in obtaining, prepaying, liquidating or employing deposits or other funds from third parties and any loss of revenue, profit or yield, as determined by Lender in its judgment reasonably exercised (together, “Consequential Loss”) incurred by Lender with respect to any LIBOR Rate, including any LIBOR Rate Election or LIBOR Rate Principal as a result of: (i) the failure of Borrower to make any payment on the date or in the amount specified in any Prepayment Notice from Borrower to Lender; (ii) the failure to Borrower to borrow, continue or convert into LIBOR Rate Principal on the date or in the amount specified in any Prepayment Notice given by Borrower to Lender; (iii) the early termination of any Interest Period for any reason; or (iv) the payment or prepayment of any amount on a date other than the date such amount is required or permitted to be paid or prepaid. ▇▇▇▇▇▇▇▇ agrees to pay all Consequential Loss upon any prepayment of LIBOR Rate Principal, whether voluntary or involuntary, whether effected by a credit bid at foreclosure, or whether by reason of acceleration upon an Event of Default or upon any transfer or conveyance of any right, title or interest calculated at in the Interest Rate that would have accrued on such prepaid Principal Indebtedness through Property giving Lender the end right to accelerate the maturity of this Note as provided in the Interest Accrual Period in which such prepayment occursDeed of Trust. Notwithstanding the foregoing, Permitted Transfers, defeasance in accordance with Section 2.10 and Property Substitutions in accordance with Section 2.14 are not prepayments. (b) Subject to Section 8.40, at any time during the term amount of the Loan, if any Consequential Loss shall never be less than zero or greater than is permitted by applicable Law. Lender shall provide a notice to Borrower is required by Lender under the provisions setting forth Lender’s determination of any Mortgage Consequential Loss, which notice shall be conclusive and binding in the absence of manifest error. Lender reserves the right to prepay provide interim calculations of such Consequential Loss in any notice of default or notice of sale for informational purposes, but the exact amount of such Consequential Loss shall be calculated only upon the actual prepayment of LIBOR Rate Principal as described herein. The Consequential Loss shall be included in the total indebtedness secured by the Deed of Trust for all purposes, including in connection with a foreclosure sale. Lender may include the amount of the Consequential Loss in any credit bid Lender may make at a foreclosure sale. Lender shall have no obligation to purchase, sell and/or match funds in connection with the funding or maintaining of the Loan or any portion thereof in the event thereof. The obligations of damage to or destruction of, or a Taking Borrower under this Section shall survive any termination of any Individual Property, such Borrower shall pay any Insurance Proceeds or Condemnation proceeds in the following manner and order of priority (i) first, to prepay the Loan to the full extent Documents and payment of the Insurance Proceeds or the Condemnation Proceeds, as applicable, to the extent of the Allocated Loan Amount for the applicable Individual Property, this Note and (ii) to the Borrowersshall not be waived by any delay by Lender in seeking such compensation. (c) All prepayments of the Indebtedness made pursuant to this By its signature below, Borrower waives any right under California Civil Code Section shall be applied by Lender in accordance with the provisions of Section 2.7 hereof. (d) No Borrower shall be permitted at any time 2954.10 or otherwise to prepay the Loan, in whole or in part, without payment of any and all or any part Consequential Loss as described above. Borrower acknowledges that prepayment of the Loan except may result in ▇▇▇▇▇▇’s incurring additional losses, costs, expenses and liabilities, including lost revenues and lost profits. ▇▇▇▇▇▇▇▇ therefore agrees to pay any and all Consequential Loss if any LIBOR Rate Principal is prepaid, whether voluntarily or by reason of acceleration, including acceleration upon any transfer or conveyance of any right, title or interest in the Property giving Lender the right to accelerate the maturity of this Note as expressly provided in the Deed of Trust. ▇▇▇▇▇▇▇▇ agrees that ▇▇▇▇▇▇’s willingness to offer the LIBOR Rate to Borrower is sufficient and independent consideration, given individual weight by ▇▇▇▇▇▇, for this Section.waiver. ▇▇▇▇▇▇▇▇ understands that ▇▇▇▇▇▇ would not offer the LIBOR Rate to Borrower absent this waiver. By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ Title: CFO

Prepayment. (a) Provided no Event The Borrower shall have the right at any time and from time to time to prepay any Borrowing, in whole or in part, upon giving a written notice substantially in the form of Default has occurred and is continuing, Borrower may voluntarily prepay Exhibit C (a “Prepayment Notice”) via facsimile (or telephone notice promptly confirmed by facsimile) to the Indebtedness in full and not in part Agent: (i) only on or before 11:00 a.m., New York City time, three Business Days prior to prepayment, in the day that is two (2) years after the Start-Up Day, and such prepayment shall be subject to payment case of Prepayment PremiumEurodollar Loans, and (ii) only on or after the date which is sixty (60) days before 11:00 a.m., New York City time, one Business Day prior to prepayment, in the Maturity Date and there shall be no Prepayment Premium or penalty assessed against Borrower by reason case of such prepaymentABR Loans; provided, however, that Borrower shall give to Lender at least fifteen (15) days prior written notice of any such prepayment. Any each partial prepayment of the Loan shall be made in an amount which is an integral multiple of $10,000,000 and not less than $10,000,000. Each Prepayment Notice shall specify the prepayment date and the principal amount of each Borrowing (or portion thereof) to be prepaid, shall be irrevocable and shall commit the Borrower to prepay such Borrowing (or portion thereof) by the amount stated therein on a Payment Date, and if any such prepayment is not made the date stated therein. All prepayments under this Section shall be subject to Section 8.05 but otherwise without premium or penalty. All prepayments under this Section shall be accompanied by accrued interest on a Payment Date, Borrower shall also pay the principal amount being prepaid to Lender interest calculated at the Interest Rate that would have accrued on such prepaid Principal Indebtedness through the end date of the Interest Accrual Period in which such prepayment occurs. Notwithstanding the foregoing, Permitted Transfers, defeasance in accordance with Section 2.10 and Property Substitutions in accordance with Section 2.14 are not prepaymentspayment. (b) Subject On any date on which the Total Commitment shall be reduced pursuant to Section 8.402.08(c) or (d) above, at any time during the term of Borrower shall, with respect to outstanding Loans, prepay such Loans and/or, with respect to LC Outstandings, deliver cash collateral to be held by the Loan, if any Borrower is required by Lender under the provisions of any Mortgage to prepay the Loan or any portion thereof Agent in the event of damage to or destruction of, or a Taking of any Individual Property, such Borrower shall pay any Insurance Proceeds or Condemnation proceeds in the following manner and order of priority (i) first, to prepay the Loan to the full extent of the Insurance Proceeds or the Condemnation Proceeds, as applicable, Cash Collateral Account to the extent and for the duration necessary to cause the Outstanding Credits minus the amount of cash held in the Cash Collateral Account to be no greater than the Total Commitment (after giving effect to any such reduction pursuant to Section 2.08(d) of (d)). At such time that cash is no longer required to be held by the Agent as collateral under this Section 2.09(b), the Agent will repay and reassign to the Borrower any such cash then on deposit in the Cash Collateral Account, and the Lien of the Allocated Loan Amount for Agent on the applicable Individual Property, and (ii) Cash Collateral Account with respect to the Borrowerssuch cash shall automatically terminate. (c) All prepayments of the Indebtedness made pursuant to this Section shall be applied by Lender in accordance with the provisions of Section 2.7 hereof. (d) No Borrower shall be permitted at any time to prepay all or any part of the Loan except as expressly provided in this Section.

Prepayment. (a) Provided no At any time prior to the date that an Event of Default has occurred and is continuingoccurs under this Note (the “Prepayment Period”), Borrower may voluntarily prepay the Indebtedness in full and not in part (i) only on or prior to the day that is two (2) years after the Start-Up Day, and such prepayment shall be subject to payment of Prepayment Premium, and (ii) only on or after the date which is sixty (60) days prior to the Maturity Date and there shall be no Prepayment Premium or penalty assessed against Borrower by reason of such prepayment; provided, however, that Borrower shall give to Lender at least fifteen have the right, exercisable on one (151) days Trading Day prior written notice of any such prepayment. Any prepayment to the Holder of the Loan shall be made on a Payment Date, and if any such prepayment is not made on a Payment Date, Borrower shall also pay to Lender interest calculated at the Interest Rate that would have accrued on such prepaid Principal Indebtedness through the end of the Interest Accrual Period in which such prepayment occurs. Notwithstanding the foregoing, Permitted Transfers, defeasance in accordance with Section 2.10 and Property Substitutions in accordance with Section 2.14 are not prepayments. (b) Subject to Section 8.40, at any time during the term of the Loan, if any Borrower is required by Lender under the provisions of any Mortgage to prepay the Loan or any portion thereof in the event of damage to or destruction of, or a Taking of any Individual Property, such Borrower shall pay any Insurance Proceeds or Condemnation proceeds in the following manner and order of priority (i) firstNote, to prepay the Loan outstanding Principal Amount and interest then due under this Note in accordance with this Section 1.9. Any notice of prepayment hereunder (an “Optional Prepayment Notice”) shall be delivered to the full extent Holder of the Insurance Proceeds or Note at its registered addresses and shall state: (1) that the Condemnation Proceeds, as applicable, Borrower is exercising its right to prepay the extent of the Allocated Loan Amount for the applicable Individual PropertyNote, and (ii2) the date of prepayment which shall be one (1) Trading Day from the date of the Optional Prepayment Notice. On the date fixed for prepayment (the “Optional Prepayment Date”), the Borrower shall make payment of the amounts designated below to or upon the order of the Holder as specified by the Holder in writing to the Borrowers. Borrower. If the Borrower exercises its right to prepay the Note in accordance with this Section 1.9, the Borrower shall make payment to the Holder of an amount in cash equal to the sum of: (cw) All prepayments 100% multiplied by the Principal Amount then outstanding plus (x) accrued and unpaid interest on the Principal Amount to the Optional Prepayment Date plus (y) $750.00 to reimburse Holder for administrative fees. Upon confirmation by Holder that the prepayment has been received by the Holder and that all amounts outstanding under this Note are paid in full, the Holder shall return the Second Commitment Shares back to the Company’s treasury, subject to the terms of this Note. If the Borrower delivers an Optional Prepayment Notice and fails to pay the applicable prepayment amount due to the Holder of the Indebtedness made Note as provided in this Section 1.9, then the Borrower shall forever forfeit its right to prepay any part of the Note pursuant to this Section 1.9 and the Holder shall no longer be applied by Lender in accordance with required to return the provisions of Section 2.7 hereofSecond Commitment Shares to the Borrower under any circumstances. (d) No Borrower shall be permitted at any time to prepay all or any part of the Loan except as expressly provided in this Section.

Prepayment. (a) Provided no Event of Default has occurred and is continuing, Borrower may voluntarily prepay the Indebtedness in full and not in part (i) only On at least ten Business Days' prior written notice, the Borrower may prepay on or prior to the day that is two (2) years after the Start-Up Day, and such prepayment shall be subject to payment of Prepayment Premium, and (ii) only on or after the date which is sixty (60) days prior to the Maturity Date and there shall be no Prepayment Premium or penalty assessed against Borrower by reason of such prepayment; provided, however, that Borrower shall give to Lender at least fifteen (15) days prior written specified in its notice of any such prepayment. Any prepayment of the Loan shall be made on a Payment Date, and if any such prepayment is not made on a Payment Date, Borrower shall also pay to Lender interest calculated at the Interest Rate that would have accrued on such prepaid Principal Indebtedness through the end of the Interest Accrual Period in which such prepayment occurs. Notwithstanding the foregoing, Permitted Transfers, defeasance in accordance with Section 2.10 and Property Substitutions in accordance with Section 2.14 are not prepayments. (b) Subject to Section 8.40, at any time during the term of the Loan, if any Borrower is required by Lender under the provisions of any Mortgage to prepay the Loan or any portion thereof in the event of damage to or destruction of, or a Taking of any Individual Property, such Borrower shall pay any Insurance Proceeds or Condemnation proceeds in the following manner and order of priority (i) first, to prepay the Loan to the full extent of the Insurance Proceeds or the Condemnation Proceeds, as applicable, to the extent of the Allocated Loan Amount for the applicable Individual Property, and (ii) to the Borrowers. (c) All prepayments of the Indebtedness made delivered pursuant to this Section 10(f) in whole, or in part, the Notes of any Series then outstanding at the principal amount thereof (or portion thereof to be repaid), together with accrued interest thereon to the date of prepayment plus all Break Amount and Additional Costs, if any, and all other amounts due to each Lender hereunder, thereunder and under the other Operative Documents; provided that any partial prepayment shall be applied by Lender in accordance with an aggregate original principal amount of at least $5,000,000 and in $1,000,000 multiples thereof, and the provisions amount thereof shall be specified in such written notice. The Administrative Agent will give prompt notice to the Lenders of Section 2.7 hereofthe Borrower's intent to prepay any Note. (dii) No On at least ten Business Days' prior written notice, the Borrower shall prepay on the date specified in its notice of prepayment delivered pursuant to this Section 10(f) the Notes of any Series in full, but not in part, together with accrued interest thereon to the date of prepayment plus all Break Amount and Additional Costs, if any, and all other amounts due thereunder and hereunder and under the other Operative Documents to the Lenders upon the occurrence of an Event of Loss with respect to the related Airframe; such prepayment shall, in any event, be no later than the last day permitted at any time to prepay all or any part for such payment under Section 5.01 of the Loan except as expressly provided in Mortgage. The Administrative Agent will give notice of prepayment to the Lenders under this SectionSection 10(f)(ii) promptly. (iii) Any notice of prepayment delivered pursuant to paragraph (i) or (ii) above shall be irrevocable if not revoked within five Business Days of the specified date of payment and shall identify the amount to be prepaid and the Series of Notes subject to prepayment.

Prepayment. (a) Provided Except as set forth in Section 15.01(b) hereof, no Event prepayment of Default has occurred and is continuingthe Debt may be made in whole or in part. (b) At any time, Borrower may voluntarily prepay the Indebtedness Loan, in full and not whole or in part part, as of the last day of an Interest Accrual Period, it being acknowledged that Borrower may prepay the Loan on a day other than the last day of an Interest Accrual Period, provided that Borrower pays all interest which would otherwise be due to Lender through the end of such Interest Accrual Period, in accordance with the following provisions: (i) only on or Lender shall have received from Borrower, not less than thirty (30) days’, nor more than ninety (90) days’, prior written notice specifying the date proposed for such prepayment and the amount which is to the day that is be prepaid (which notice shall be revocable by Borrower up to two (2) years after times during the Start-Up Day, and such prepayment shall be subject to payment term of Prepayment Premium, and the Loan by giving Lender not less than one (ii1) only on or after the date which is sixty (60) days prior to the Maturity Date and there shall be no Prepayment Premium or penalty assessed against Borrower by reason of such prepayment; provided, however, that Borrower shall give to Lender at least fifteen (15) days Business Day prior written notice of any such prepayment. Any prepayment of the Loan revocation, provided that Borrower shall be made on a Payment Dateremain obligated to pay Lender’s costs and expenses including, and if any without limitation, breakage costs incurred by Lender in connection with such prepayment is not made on a Payment Date, revocation). (ii) Borrower shall also pay to Lender all interest calculated at due through and including the Interest Rate that would have accrued on such prepaid Principal Indebtedness through the end last day of the Interest Accrual Period in which such prepayment occurs. Notwithstanding is being made, together with any and all other amounts due and owing pursuant to the foregoingterms of the Note, Permitted Transfers, defeasance in accordance with Section 2.10 and Property Substitutions in accordance with Section 2.14 are not prepaymentsthis Security Instrument or the other Loan Documents. (biii) Subject Any partial prepayment shall be in a minimum amount not less than $25,000 and shall be in whole multiples of $1,000 in excess thereof. (iv) No Event of Default shall have occurred and be continuing. (v) Any partial prepayment of the Principal Amount, including, without limitation, Unscheduled Payments, shall be applied to Section 8.40the installments of principal last due hereunder and shall not release or relieve Borrower from the obligation to pay the regularly scheduled installments of principal and interest becoming due under the Note. (vi) Borrower shall pay to Lender, together with such prepayment and all other amounts due in connection therewith, a non-refundable amount which shall be deemed earned by Lender upon the funding of the Loan and shall not count to or be credited to payment of the Principal Amount, any interest thereon or any other amounts payable under the Note, this Security Instrument or any of the other Loan Document, equal to .70% of the Principal Amount being repaid if such prepayment occurs prior to the Payment Date occurring in November, 2007 and .50% of the Principal Amount being prepaid if the prepayment occurs on or after the Payment Date occurring in November, 2007 but prior to the Payment occurring in April, 2008. The Loan may be prepaid after the Payment Date occurring in April, 2008 without such additional fee or charge, provided, however, that a portion of the Principal Amount not to exceed $56,857,500 in the aggregate may be prepaid at any time during the term without payment of any sum otherwise due under this clause 15.01(b)(vi) and a portion of the LoanPrincipal Amount up to $170,232,000 in the aggregate may be prepaid on or prior to the Payment Date occurring in May, if any Borrower is required by Lender under the provisions 2007 without payment of any Mortgage to prepay sums otherwise due under this clause 15.01(b)(vi) if the Loan or any portion thereof in the event of damage to or destruction of, or a Taking of any Individual Property, such Borrower shall pay any Insurance Proceeds or Condemnation proceeds in the following manner and order of priority (i) first, to prepay the Loan to the full extent of the Insurance Proceeds or the Condemnation Proceeds, as applicable, to the extent of the Allocated Loan Amount for the applicable Individual Property, and (ii) to the Borrowers. (c) All prepayments of the Indebtedness made pursuant to this Section shall be applied by Lender in accordance is prepaid with the provisions proceeds of Section 2.7 hereofa fixed rate mortgage loan secured by one or more Cross-collateralized Properties made by Wachovia Bank, National Association. (d) No Borrower shall be permitted at any time to prepay all or any part of the Loan except as expressly provided in this Section.

Prepayment. (a) Provided no Event of Default has occurred and is continuing, Borrower may voluntarily prepay the Indebtedness in full and not in part The Borrower: (i) only may, from time to time on any Business Day, make a voluntary prepayment, in whole or in part, of the outstanding principal amount of the Loan; provided that: (A) any such voluntary prepayment shall require: (I) if the Loan is accruing interest at the Fixed Rate, at least forty five (45) days’ prior written notice to the day that Facility Agent; and (II) if the Loan is two (2) years after accruing interest at the Start-Up DayFloating Rate, and such prepayment shall be subject to payment of Prepayment Premium, and (ii) only on or after the date which is sixty (60) days prior to the Maturity Date and there shall be no Prepayment Premium or penalty assessed against Borrower by reason of such prepayment; provided, however, that Borrower shall give to Lender at least fifteen (15) days days’ prior written notice to the Facility Agent, each of which notice shall be irrevocable and shall be promptly forwarded by the Facility Agent to the Lenders and (if the Funding Agreement is then in effect) the Funding Entity and the Funding Agents and (if the Fixed Rate applies) Natixis DAI; and (B) any such prepayment. Any voluntary partial prepayment shall be in a minimum amount of five million Euros (EUR 5,000,000) (or the remaining amount of the Loan) and a multiple of one million Euros (EUR 1,000,000) and shall (except as provided in the COFACE Insurance Policy) be applied against the outstanding repayment installments of the Loan set out in Schedule B (Repayment Schedule), as substituted in accordance with Clause 5.1(b), in the inverse order of the maturity thereof; and (ii) shall, immediately upon any acceleration of the repayment of the installments of the Loan pursuant to Clause 10.2 (Action if Bankruptcy) or Clause 10.3 (Action if Other Event of Default) or the mandatory prepayment of the Loan shall be made pursuant to Clause 11.2 (Mandatory Prepayment), repay the Loan, all accrued and unpaid interest on a Payment Date, the Loan and if any such prepayment is not made on a Payment Date, Borrower shall also pay all other Obligations payable to Lender interest calculated at the Interest Rate that would have accrued on such prepaid Principal Indebtedness through the end of the Interest Accrual Period in which such prepayment occurs. Notwithstanding the foregoing, Permitted Transfers, defeasance in accordance with Section 2.10 and Property Substitutions in accordance with Section 2.14 are not prepaymentsFinance Parties. (b) Subject to Section 8.40, at any time during the term Each prepayment of the Loan, if any Borrower is required by Lender under Loan made in accordance with this Clause 5.2 (Prepayment) shall be subject to the provisions payment of any Mortgage to prepay Funding Losses but otherwise without any premium or penalty, provided that no Funding Losses shall be payable in connection with any such prepayment if the Loan or any portion thereof in Floating Rate applies and such prepayment is made on the event last day of damage to or destruction of, or a Taking of any Individual Property, such Borrower shall pay any Insurance Proceeds or Condemnation proceeds in the following manner and order of priority (i) first, to prepay the Loan to the full extent of the Insurance Proceeds or the Condemnation Proceeds, as applicable, to the extent of the Allocated Loan Amount for the applicable Individual Property, and (ii) to the Borrowersan Interest Period. (c) All prepayments of No amounts prepaid by the Indebtedness made Borrower pursuant to this Section shall Clause 5.2 (Prepayment) may be applied reborrowed by Lender in accordance with the provisions of Section 2.7 hereofBorrower. (d) No Borrower shall be permitted at any time to prepay all or any part of the Loan except as expressly provided in this Section.

Prepayment. (a) Provided no Event of Default has occurred and is continuing, Borrower may voluntarily shall have the right to prepay the Indebtedness Loan, in full and not whole or in part (except as otherwise specifically provided herein) provided: (i) only on written notice thereof is given to Lender by prepaid registered or certified mail at least 30 but not more than 60 days prior to the day that date to be fixed therein for prepayment, which notice once given shall be irrevocable; and (ii) such prepayment is two accompanied by the Make-Whole Breakage Amount (2) years after if the Start-Up Dayprincipal being repaid is a Fixed Rate Amount and is repaid prior to the expiration of the related Interest Period), all accrued interest on the amount prepaid, including interest which has accrued at the Default Rate, and other sums that may be payable hereunder to the date so fixed. In the event that any Make-Whole Breakage Amount is due, Lender shall deliver to Borrower a statement setting forth the amount and determination of the Make-Whole Breakage Amount, and, provided that Lender shall have in good faith applied the formula described herein, Borrower shall not have the right to challenge the calculation or the method of calculation set forth in any such prepayment statement in the absence of manifest error. ▇▇▇▇▇▇▇▇ agrees that (i) Lender shall not be subject obligated to payment of Prepayment Premiumactually reinvest the amount prepaid, and (ii) only on or after the date which Make-Whole Breakage Amount is sixty (60) days prior directly related to the Maturity Date damages that Lender will suffer as a result of the prepayment. In addition to the Make-Whole Breakage Amount and there shall be no Prepayment Premium or penalty assessed against Borrower by reason of without waiving any prepayment condition, if, upon any such prepayment; provided, however, that Borrower shall give to Lender at least fifteen (15) days the aforesaid prior written notice of any such prepayment. Any has not been timely received by ▇▇▇▇▇▇, and the prepayment of is accepted by Lender, the Loan Make-Whole Breakage Amount shall be made increased by an amount equal to the lesser of (i) 30 days' unearned interest computed at the Commercial Based Rate on a Payment Datethe amount prepaid, or (ii) unearned interest computed on the amount prepaid for the period from, and if any such including, the date of prepayment is not made on a Payment Date, Borrower shall also pay to Lender interest calculated at the Interest Rate that would have accrued on such prepaid Principal Indebtedness through the end of the applicable Interest Accrual Period in which such prepayment occurs. Notwithstanding the foregoing, Permitted Transfers, defeasance in accordance with Section 2.10 and Property Substitutions in accordance with Section 2.14 are not prepaymentsPeriod. (b) Subject to Section 8.40, at any time during the term of the Loan, if any Borrower is required by Lender under the provisions of any Mortgage to prepay the Loan or any portion thereof in the event of damage to or destruction of, or a Taking of any Individual Property, such Borrower shall pay any Insurance Proceeds or Condemnation proceeds in the following manner and order of priority (i) first, to prepay the Loan to the full extent of the Insurance Proceeds or the Condemnation Proceeds, as applicable, to the extent of the Allocated Loan Amount for the applicable Individual Property, and (ii) to the BorrowersNo principal amount repaid may be readvanced. (c) All prepayments In the event the Make-Whole Breakage Amount is construed to be interest under the laws of the Indebtedness State of Texas in any circumstance, the payment thereof shall not be required to the extent that the amount thereof, together with other interest payable under the Loan Documents, exceeds the Maximum Rate, and if such payment has been made pursuant at the time it is determined that such excess exists, Lender shall, at its option, either return such excess to this Section Borrower or credit such excess against the principal balance of the Note then outstanding, in which event any and all penalties of any kind under applicable law as a result such excess interest shall be applied by Lender in accordance with the provisions of Section 2.7 hereofinapplicable. (d) No Borrower The Make-Whole Breakage Amount shall be due, to the extent permitted at by applicable law, under any time to prepay and all circumstances where all or any part portion of the Loan except is paid prior to the expiration of an Interest Period, whether such prepayment is voluntary or involuntary, even if such prepayment results from ▇▇▇▇▇▇'s exercise of its rights upon Borrower's default and acceleration of the Maturity Date (irrespective of whether foreclosure proceedings have been commenced), and shall be in addition to any other sums due under the Loan Documents. (e) As used herein, the term “Make-Whole Breakage Amount” shall mean an amount calculated as expressly provided in this Section.follows:

Prepayment. (a) Provided no Event The City may cause all or a portion of Default has occurred and is continuingthe Series 2023 Bonds to be optionally redeemed by the Authority pursuant to Section 20.01(b) of the Indenture, Borrower may voluntarily prepay the Indebtedness in full and not in part (i) only by prepaying on any date on or prior to after , [2033], all or a portion of the day that is two (2) years after the Start-Up DayBase Rental Payments from any source of available funds, and such which prepayment shall be subject accomplished by the City’s paying an amount sufficient to payment cause such Series 2023 Bonds to be redeemed pursuant to Section 20.01(b) of Prepayment Premium, and (ii) only the Indenture on or after the date which is sixty (60) days prior such prepayment date. Prepayments of Base Rental Payments made pursuant to this subsection shall be applied to the Maturity Date and there shall be no Prepayment Premium or penalty assessed against Borrower by reason of such prepayment; provided, however, that Borrower shall give to Lender at least fifteen (15) days prior written notice of any such prepayment. Any prepayment optional redemption of the Loan shall be made on a Payment Date, and if any such prepayment is not made on a Payment Date, Borrower shall also pay to Lender interest calculated at the Interest Rate that would have accrued on such prepaid Principal Indebtedness through the end Series 2023 Bonds as provided in Section 20.01(b) of the Interest Accrual Period in which such prepayment occurs. Notwithstanding the foregoing, Permitted Transfers, defeasance in accordance with Section 2.10 and Property Substitutions in accordance with Section 2.14 are not prepaymentsIndenture. (b) Subject The City may cause all or a portion of the Series 2023 Bonds to be optionally redeemed by the Authority pursuant to Section 8.40, at any time during the term 20.01(c) of the LoanIndenture, if by prepaying on any Borrower is required by Lender under the provisions of any Mortgage to prepay the Loan date on or any portion thereof in the event of damage to or destruction ofbefore , 20 , all or a Taking portion of the Base Rental Payments from any Individual Propertysource of available funds, which prepayment shall be accomplished by the City’s paying an amount sufficient to cause such Borrower Series 2023 Bonds to be redeemed pursuant to Section 20.01(c) of the Indenture on such prepayment date. Prepayments of Base Rental Payments made pursuant to this subsection shall pay any Insurance Proceeds or Condemnation proceeds in the following manner and order of priority (i) first, to prepay the Loan be applied to the full extent optional redemption of the Insurance Proceeds or the Condemnation Proceeds, Series 2023 Bonds as applicable, to the extent provided in Section 20.01(c) of the Allocated Loan Amount for the applicable Individual Property, and (ii) to the BorrowersIndenture. (c) All prepayments The City may cause all or a portion of the Indebtedness Series 2023 Bonds to be optionally redeemed by the Authority pursuant to Section 15.01(b) of the Indenture, by prepaying on any date on and after , [2026], all or a portion of the Base Rental Payments from any source of available funds, which prepayment shall be accomplished by the City’s paying an amount sufficient to cause such Series 2023B Bonds to be redeemed pursuant to Section 15.01(b) of the Indenture on such prepayment date. Prepayments of Base Rental Payments made pursuant to this Section subsection shall be applied to the optional redemption of the Series 2023B Bonds as provided in Section 15.01(b) of the Indenture. (d) The City may prepay, from any source of available funds, all or any portion of the Base Rental Payments by Lender depositing with the Trustee moneys or securities as provided, and subject to the terms and conditions set forth, in Article X of the Indenture sufficient to make such Base Rental Payments when due or to make such Base Rental payments through a specified date on which the City has a right to prepay such Base Rental Payments pursuant to subsection (a), (b) or (c) of this Section, and to prepay such Base Rental Payments on such prepayment date. (e) If less than all of the Base Rental Payments are prepaid pursuant to this Section then, as of the date of such prepayment pursuant to subsection (a), (b) and/or (c) of this Section, or the date of a deposit pursuant to subsection (d) of this Section, the Base Rental Payments shall be recalculated in order to take such prepayment into account. If all of the Base Rental Payments are prepaid in accordance with the provisions of Section 2.7 hereofthis Lease Agreement and if all amounts then due to the Owners of the Bonds have been paid in full then, as of the date of such prepayment pursuant to subsection (a), (b) and/or (c) of this Section, or deposit pursuant to subsection (d) of this Section, and payment of all other amounts owed under this Lease Agreement have been made, the term of this Lease Agreement shall be terminated. (df) No Borrower Before making any prepayment pursuant to this Article VII, the City shall give written notice to the Authority and the Trustee specifying the date on which the prepayment will be made, which date shall be permitted at any time not less than forty-five (45) days nor more than sixty (60) days from the date such notice is given to prepay all or any part of the Loan except as expressly provided in this SectionAuthority and the Trustee.

Prepayment. (a) Provided no Event 8.1 In case that any assets of Default has occurred and is continuingthe Borrower and/or the other members of the Group are sold, or become a total loss or are refinanced or in the case of any listing or public offering of the shares of the Borrower may voluntarily prepay and/or any other member of the Indebtedness in full and not in part (i) only on or prior Group, an amount equal to the day that is two (2) years after the Start-Up Daynet proceeds of such sales or total loss refinancing or listing or public offering, and such prepayment shall be subject to payment applied against mandatory prepayment of Prepayment Premium, and (ii) only on or after the date which is sixty (60) days prior Facility in an amount equal to the Maturity Date and there shall be no Prepayment Premium or penalty assessed against Borrower by reason amount of such prepayment; provided, however, that Borrower shall give to Lender at least net proceeds. 8.2 On giving not less than fifteen (15) days days’ prior written notice of any such prepayment. Any prepayment of the Loan shall be made on a Payment Date, and if any such prepayment is not made on a Payment Date, Borrower shall also pay to Lender interest calculated at the Interest Rate that would have accrued on such prepaid Principal Indebtedness through the end of the Interest Accrual Period in which such prepayment occurs. Notwithstanding the foregoing, Permitted Transfers, defeasance in accordance with Section 2.10 and Property Substitutions in accordance with Section 2.14 are not prepayments. (b) Subject to Section 8.40, at any time during the term of the Loan, if any Borrower is required by Lender under the provisions of any Mortgage to prepay the Loan or any portion thereof in the event of damage to or destruction of, or a Taking of any Individual Property, such Borrower shall pay any Insurance Proceeds or Condemnation proceeds in the following manner and order of priority (i) first, to prepay the Loan to the full extent of Lender the Insurance Proceeds or the Condemnation Proceeds, as applicable, to the extent of the Allocated Loan Amount for the applicable Individual Property, and (ii) to the Borrowers. (c) All prepayments of the Indebtedness made pursuant to this Section shall be applied by Lender in accordance with the provisions of Section 2.7 hereof. (d) No Borrower shall be permitted at any time to may prepay all or any part of the Loan except as Facility (but if in part the amount to be prepaid shall be Five million Dollars ($5,000,000) or a multiple thereof) at the end of the then current Interest Period in respect thereof, with no penalty unless otherwise expressly provided herein. The Borrower shall obtain any consent or approval from the relevant authorities that may be necessary to make any such prepayment of the Facility and if it fails to obtain and/or comply with the terms of such consent or approval and in consequence thereof the Lender has to repay the amount prepaid or the Lender incurs any penalty or loss then the Borrower shall indemnify the Lender forthwith against all amounts so repaid and/or against all such penalties and losses incurred. 8.3 Any prepayment of the Facility made or deemed to be made under this SectionAgreement shall be made together with accrued interest and any other amount payable in accordance with Clauses 12 and/or 20 and/or 21 and such additional amount (if any) as the Lender may certify as necessary to compensate the Lender for any Broken Funding Costs incurred or to be incurred by them as a result of such prepayment. 8.4 Any notice of prepayment given by the Borrower under this Agreement shall be irrevocable and the Borrower shall be bound to prepay in accordance with each such notice. 8.5 The Borrower may not prepay all or any part of the Facility except in accordance with the express terms of this Agreement.

Prepayment. (a) Provided no Event of Default has occurred and is continuing, 12.1 The Borrower may voluntarily prepay the Indebtedness in full and not in part (i) only on or prior to the day that is two (2) years after the Start-Up Day, and such prepayment shall be subject to payment of Prepayment Premium, and (ii) only on or after the date which is sixty (60) days prior to the Maturity Date and there shall be no Prepayment Premium or penalty assessed against Borrower by reason of such prepayment; provided, however, that Borrower shall give to Lender at least fifteen (15) days prior written notice of any such prepayment. Any prepayment of the Loan shall be made on a Payment Date, and if any such prepayment is not made on a Payment Date, Borrower shall also pay to Lender interest calculated at the Interest Rate that would have accrued on such prepaid Principal Indebtedness through the end of the Interest Accrual Period in which such prepayment occurs. Notwithstanding the foregoing, Permitted Transfers, defeasance in accordance with Section 2.10 and Property Substitutions in accordance with Section 2.14 are not prepayments. (b) Subject to Section 8.40, at any time during the term of the Loan, if any Borrower is required by Lender under the provisions of any Mortgage to prepay the Loan or any portion thereof in the event of damage to or destruction of, or a Taking of any Individual Property, such Borrower shall pay any Insurance Proceeds or Condemnation proceeds in the following manner and order of priority (i) first, to prepay the Loan to the full extent of the Insurance Proceeds or the Condemnation Proceeds, as applicable, to the extent of the Allocated Loan Amount for the applicable Individual Property, and (ii) to the Borrowers. (c) All prepayments of the Indebtedness made pursuant to this Section shall be applied by Lender in accordance with the provisions of Section 2.7 hereof. (d) No Borrower shall be permitted at any time to prepay all or any part of the principal of the Loan except as expressly provided before its Due Date (a “Prepayment”). Provided, however, that this shall not apply if the Prepayment is made pursuant to Clause 9 or Clause 31, or if the Borrower, in accordance with the procedures set forth below, obtains the prior written approval of all of the Lenders who made the Loan in respect of which the Borrower gave notice of its desire to prepay (“Relevant Prepayment Lenders”), and the Agent. 12.2 If the Borrower desires to make a Prepayment, the Borrower shall give a written notice to the Agent by the tenth Business Day prior to the date the Borrower desires to make the Prepayment (the “Desired Prepayment Date”), stating (a) the principal amount the Borrower desires to prepay (not less than 1,200 million yen, in increments of 1,200 million yen), (b) that the Borrower will pay in full on the Desired Prepayment Date, the interest (the “Accrued Interest”) on the principal amount desired to be prepaid that has accrued by the Desired Prepayment Date (inclusive), and (c) the Desired Prepayment Date. After receiving notice from the Borrower, the Agent shall notify the Relevant Prepayment Lenders of items (a) through (c) of this SectionClause 12.2 by the ninth Business Day prior to the Desired Prepayment Date, whereupon the Relevant Prepayment Lenders shall notify the Agent by the fifth Business Day prior to the Desired Prepayment Date of whether or not it approves such Prepayment. If such notice by any Relevant Prepayment Lender does not reach the Agent by the fifth Business Day prior to the Desired Prepayment Date, it shall be deemed that the Relevant Prepayment Lender did not approve such Prepayment. The Agent shall judge the acceptability of the Prepayment by the fourth Business Day prior to the Desired Prepayment Date, and notify the result to the Borrower and the Relevant Prepayment Lenders. 12.3 If the Prepayment is approved in accordance with Clause 12.2, the Relevant Prepayment Lenders shall notify the Agent of the Break Funding Cost by the second Business Day prior to the Desired Prepayment Date. After receiving such notice, the Agent shall notify the Borrower of the same by the first Business Day prior to the Desired Prepayment Date. The Borrower shall pay, in accordance with Clause 16, the total of the principal, the Accrued Interest and the Break Funding Cost in respect of the Loan to be prepaid on the Desired Prepayment Date. 12.4 The amount prepaid under this Clause shall be preferentially appropriated to the obligation with respect to the later Repayment Date. The Borrower shall not be entitled to demand to re-borrow the prepaid amount.

Prepayment. (a) Provided no Event of Default has occurred and is continuing, Borrower may voluntarily prepay the Indebtedness in full and not in part (i) only on or prior Notwithstanding anything to the day that is two (2) years after the Start-Up Daycontrary contained in this Note, and such prepayment shall be subject to payment the terms of Prepayment Premium, and (ii) only on or after the date which is sixty (60) days prior to the Maturity Date and there shall be no Prepayment Premium or penalty assessed against Borrower by reason of such prepayment; provided, however, that Borrower shall give to Lender at least fifteen (15) days prior written notice of any such prepayment. Any prepayment of the Loan shall be made on a Payment Date, and if any such prepayment is not made on a Payment Date, Borrower shall also pay to Lender interest calculated at the Interest Rate that would have accrued on such prepaid Principal Indebtedness through the end of the Interest Accrual Period in which such prepayment occurs. Notwithstanding the foregoing, Permitted Transfers, defeasance in accordance with Section 2.10 and Property Substitutions in accordance with Section 2.14 are not prepayments. (b) Subject to Section 8.40this Section, at any time during the term period beginning on the Issue Date and ending on the date which is one hundred eighty (180) calendar days following the Issue Date (“Prepayment Termination Date”), Borrower shall have the right, exercisable on not less than five (5) Trading Days prior written notice to the Holder of this Note, to prepay up to the outstanding balance on this Note (principal and accrued interest), in full, in accordance with this Section. Any notice of prepayment hereunder (an “Optional Prepayment Notice”) shall be delivered to the Holder of the Loan, if any Note at its registered addresses and shall state: (1) that the Borrower is required by Lender under the provisions of any Mortgage exercising its right to prepay the Loan Note, and (2) the date of prepayment which shall be not more than fifteen (15) Trading Days from the date of the Optional Prepayment Notice; and (3) the amount (in dollars) that the Borrower is paying. Notwithstanding Holder’s receipt of the Optional Prepayment Notice the Holder may convert, or any portion thereof continue to convert the Note in whole or in part until the event Optional Prepayment Amount (as defined herein) is paid to the Holder. On the date fixed for prepayment (the “Optional Prepayment Date”), the Borrower shall make payment of damage the Optional Prepayment Amount (as defined below) to or destruction of, or a Taking of any Individual Property, such Borrower shall pay any Insurance Proceeds or Condemnation proceeds in upon the following manner and order of priority the Holder as specified by the Holder in writing to the Borrower at least one (i1) first, business day prior to the Optional Prepayment Date. If the Borrower exercises its right to prepay the Loan Note, the Borrower shall make payment to the full extent Holder of an amount in cash (the “Optional Prepayment Amount”) equal to the Prepayment Factor (as defined below), multiplied by the sum of: (w) the then outstanding principal amount of this Note plus (x) accrued and unpaid interest on the unpaid principal amount of this Note to the Optional Prepayment Date plus (y) Default Interest, if any, on the amounts referred to in clauses (w) and (x) plus (z) any amounts owed to the Holder pursuant to Sections 1.3 and 1.4(g) hereof. If the Borrower delivers an Optional Prepayment Notice and fails to pay the Optional Prepayment Amount due to the Holder of the Insurance Proceeds or Note within two (2) business days following the Condemnation ProceedsOptional Prepayment Date, as applicable, the Borrower shall forever forfeit its right to prepay the extent of the Allocated Loan Amount for the applicable Individual Property, and (ii) to the Borrowers. (c) All prepayments of the Indebtedness made Note pursuant to this Section shall be applied by Lender in accordance with Section. After the provisions of Section 2.7 hereof. (d) No Prepayment Termination Date, the Borrower shall be permitted at any time have no right to prepay all or this Note. For purposes hereof, the “Prepayment Factor” shall equal: one hundred five percent (105%) if the Optional Prepayment Date occurs during one (1) through sixty (60) calendar days following the Issue Date; one hundred twenty percent (120%) if the Optional Prepayment Date occurs sixty-one (61) through one hundred twenty (120) calendar days following the Issue Date; one hundred thirty percent (130%) if the Optional Prepayment Date occurs one hundred twenty-one (121) through one hundred eighty (180) calendar days following the Issue Date. Borrower shall not have any part of prepayment rights after one hundred eighty (180) calendar days following the Loan except as expressly provided in this SectionIssue Date.

Prepayment. (a) Provided no Event of Default has occurred Each Borrower shall have the right at any time and is continuingfrom time to time to prepay any Standby Borrowing, Borrower may voluntarily prepay in whole or in part, upon giving telecopy notice (or telephone notice promptly confirmed by telecopy) to the Indebtedness in full and not in part Administrative Agent: (i) only on or before 10:00 a.m., Houston time, three Business Days prior to prepayment, in the day that is two (2) years after the Start-Up Day, and such prepayment shall be subject to payment case of Prepayment PremiumEurodollar Loans, and (iii) only on or after the date which is sixty (60) days before 10:00 a.m., Houston time, one Business Day prior to prepayment, in the Maturity Date and there shall be no Prepayment Premium or penalty assessed against Borrower by reason case of such prepaymentABR Loans; provided, however, that Borrower each partial prepayment shall give to Lender at least fifteen (15) days prior written notice be in an amount which is an integral multiple of $10,000,000 and not less than $10,000,000. No prepayment may be made in respect of any such prepaymentCompetitive Borrowing. Any (i) principal amount of any Offer Loan repaid or prepaid at any time and not refinanced on the date of such repayment or prepayment (as the case may be) with the proceeds of another Offer Loan and (ii) any principal amount of any Loan repaid or prepaid or on or after the last day of the Loan shall Revolving Period may not, in either case, be made on a Payment Date, and if any such prepayment is not made on a Payment Date, Borrower shall also pay to Lender interest calculated at the Interest Rate that would have accrued on such prepaid Principal Indebtedness through the end of the Interest Accrual Period in which such prepayment occurs. Notwithstanding the foregoing, Permitted Transfers, defeasance in accordance with Section 2.10 and Property Substitutions in accordance with Section 2.14 are not prepaymentsreborrowed. (b) Subject On the date of any termination or reduction of the Commitments pursuant to Section 8.402.10, at any time during the term Borrowers shall pay or prepay so much of the Loan, if any Borrower is required by Lender under Standby Borrowings as shall be necessary in order that the provisions of any Mortgage to prepay the Loan or any portion thereof in the event of damage to or destruction of, or a Taking of any Individual Property, such Borrower shall pay any Insurance Proceeds or Condemnation proceeds in the following manner and order of priority (i) first, to prepay the Loan to the full extent aggregate principal amount of the Insurance Proceeds Competitive Loans and Standby Loans outstanding will not exceed the Total Commitment, after giving effect to such termination or the Condemnation Proceeds, as applicable, to the extent of the Allocated Loan Amount for the applicable Individual Property, and (ii) to the Borrowersreduction. (c) Each notice of prepayment shall specify the prepayment date and the principal amount of each Borrowing (or portion thereof) to be prepaid, shall be irrevocable and shall commit the Borrower to prepay such Borrowing (or portion thereof) by the amount stated therein on the date stated therein. All prepayments of the Indebtedness made pursuant to under this Section 2.11 shall be applied subject to Section 8.05 but otherwise without premium or penalty. All prepayments under this Section 2.11 shall be accompanied by Lender in accordance with accrued interest on the provisions principal amount being prepaid to the date of Section 2.7 hereofpayment. (d) No Borrower Until such time as the Equity Event shall be permitted at any time to prepay all have occurred, upon (i) the issuance by TUC (or any part special purpose financing Subsidiary of TUC, other than FinC▇ ▇, FinC▇ ▇ ▇r any Subsidiary of FinC▇ ▇ ▇r of FinC▇ ▇) of any debt, equity or other capital market instruments or other securities (other than stock of TUC issued in connection with employee stock option and other stock purchase and incentive plans in effect on the date hereof), (i) the disposition by TUC of any of the Loan except capital shares of FinC▇ ▇, FinC▇ ▇ ▇r Enserch, or (i) the payment by any Acquisition Company to TUC of any amount in respect of shares of TUC exchanged for Target Shares, TUC shall prepay the principal amount of Offer Loans hereunder in an amount equal to the net proceeds of such issuance or disposition or such payment, as expressly provided in this Sectionthe case may be, with such prepayment to be accompanied by payment of accrued interest on such Offer Loans being prepaid to the date of payment and any amounts payable pursuant to Section 8.

Prepayment. Notwithstanding anything to the contrary contained in this Note, at any time during the periods set forth on the table immediately following this paragraph (athe “Prepayment Periods”), the Borrower shall have the right, exercisable on not more than three (3) Provided no Event Trading Days prior written notice to the Holder of Default has occurred and is continuing, Borrower may voluntarily the Note to prepay the Indebtedness outstanding Note (principal and accrued interest), in full full, in accordance with this Section 1.7. Any notice of prepayment hereunder (an “Optional Prepayment Notice”) shall be delivered to the Holder of the Note at its registered addresses and shall state: (1) that the Borrower is exercising its right to prepay the Note, and (2) the date of prepayment which shall be not more than three (3) Trading Days from the date of the Optional Prepayment Notice. On the date fixed for prepayment (the “Optional Prepayment Date”), the Borrower shall make payment of the Optional Prepayment Amount (as defined below) to Holder, or upon the direction of the Holder as specified by the Holder in part a writing to the Borrower (iwhich shall direction to be sent to Borrower by the Holder at least one (1) only on or business day prior to the day that is Optional Prepayment Date). If the Borrower exercises its right to prepay the Note, the Borrower shall make payment to the Holder of an amount in cash equal to the percentage (“Prepayment Percentage”) as set forth in the table immediately following this paragraph opposite the applicable Prepayment Period, multiplied by the sum of: (w) the then outstanding principal amount of this Note plus (x) accrued and unpaid interest on the unpaid principal amount of this Note to the Optional Prepayment Date plus (y) Default Interest, if any, on the amounts referred to in clauses (w) and (x) plus (z) any amounts owed to the Holder pursuant to Section 1.4 hereof (the “Optional Prepayment Amount”). If the Borrower delivers an Optional Prepayment Notice and fails to pay the Optional Prepayment Amount due to the Holder of the Note within two (2) years after business days following the StartOptional Prepayment Date, the Borrower shall forever forfeit its right to prepay the Note pursuant to this Section 1.7. 1. The period beginning on the Issue Date and ending on the date which is thirty (30) days following the Issue Date. 115% 2. The period beginning on the date which is thirty-Up Day, one (31) days following the Issue Date and such prepayment shall be subject to payment of Prepayment Premium, and (ii) only ending on or after the date which is sixty (60) days prior to following the Maturity Issue Date. 120% 3. The period beginning on the date which is sixty-one (61) days following the Issue Date and there shall be no Prepayment Premium or penalty assessed against Borrower by reason ending on the date which is ninety (90) days following the Issue Date. 125% 4. The period beginning on the date that is ninety-one (91) day from the Issue Date and ending one hundred twenty (120) days following the Issue Date. 130% 5. The period beginning on the date that is one hundred twenty-one (121) day from the Issue Date and ending one hundred fifty (150) days following the Issue Date. 135% 6. The period beginning on the date that is one hundred fifty-one (151) day from the Issue Date and ending one hundred eighty (180) days following the Issue Date. 140% After the expiration of such prepayment; providedone hundred eighty (180) days following the Issue Date, however, that the Borrower shall give to Lender at least fifteen (15) days prior written notice have no right of any such prepayment. Any prepayment of the Loan shall be made on a Payment Date, and if any such prepayment is not made on a Payment Date, Borrower shall also pay to Lender interest calculated at the Interest Rate that would have accrued on such prepaid Principal Indebtedness through the end of the Interest Accrual Period in which such prepayment occurs. Notwithstanding the foregoing, Permitted Transfers, defeasance in accordance with Section 2.10 and Property Substitutions in accordance with Section 2.14 are not prepayments. (b) Subject to Section 8.40, at any time during the term of the Loan, if any Borrower is required by Lender under the provisions of any Mortgage to prepay the Loan or any portion thereof in the event of damage to or destruction of, or a Taking of any Individual Property, such Borrower shall pay any Insurance Proceeds or Condemnation proceeds in the following manner and order of priority (i) first, to prepay the Loan to the full extent of the Insurance Proceeds or the Condemnation Proceeds, as applicable, to the extent of the Allocated Loan Amount for the applicable Individual Property, and (ii) to the Borrowers. (c) All prepayments of the Indebtedness made pursuant to this Section shall be applied by Lender in accordance with the provisions of Section 2.7 hereof. (d) No Borrower shall be permitted at any time to prepay all or any part of the Loan except as expressly provided in this Section.

Prepayment. (a) Provided no Event The County shall prepay on any date from insurance (including proceeds of Default has occurred title insurance) and is continuingeminent domain proceeds, Borrower may voluntarily prepay the Indebtedness in full and not in part (i) only on or prior to the day that is two extent provided in Sections 3.08 and 7.01 hereof (2) years after the Start-Up Day, and such prepayment shall be subject to payment of Prepayment Premium, and (ii) only on or after the date which is sixty (60) days prior to the Maturity Date and there shall be no Prepayment Premium or penalty assessed against Borrower by reason of such prepayment; provided, however, that Borrower shall give in the event of partial damage to Lender at least fifteen (15) days prior written notice of any such prepayment. Any prepayment or destruction of the Loan Facilities caused by perils covered by insurance, if in the judgment of the Authority the insurance proceeds are sufficient to repair, reconstruct or replace the damaged or destroyed portion of the Facilities, such proceeds shall be made held by the Trustee and used to repair, reconstruct or replace the damaged or destroyed portion of the Facilities, pursuant to the procedure set forth in Section 3.08 for proceeds of insurance), all or any part of Base Rental Payments then unpaid so that the aggregate annual amounts of Base Rental Payments which shall be payable after such prepayment date shall be as nearly proportional as practicable to the aggregate annual amounts of Base Rental Payments unpaid prior to the prepayment date (taking into account the reduction in Base Rental allocable to future interest on the Bonds that are redeemed), at a Payment Dateprepayment amount equal to the redemption payment of the maximum amount of Bonds, including the principal thereof and the interest thereon to the date of redemption. (a) The County may prepay, from any source of available funds, all or any portion of Base Rental Payments by depositing with the Trustee moneys or securities as provided in Article X of the Trust Agreement sufficient to defease Bonds corresponding to such Base Rental Payments when due; provided that the County furnishes the Trustee with an Opinion of Counsel that such deposit will not cause interest on the Bonds to be includable in gross income for federal income tax purposes. The County agrees that if following such prepayment the Facilities are damaged or destroyed or taken by eminent domain, it is not entitled to, and if any by such prepayment is not made on a Payment Datewaives the right of, Borrower shall also pay to Lender interest calculated at the Interest Rate that would have accrued on abatement of such prepaid Principal Indebtedness through the end Base Rental Payments and shall not be entitled to any reimbursement of the Interest Accrual Period in which such prepayment occurs. Notwithstanding the foregoing, Permitted Transfers, defeasance in accordance with Section 2.10 and Property Substitutions in accordance with Section 2.14 are not prepaymentsBase Rental Payments. (b) Subject Before making any prepayment pursuant to Section 8.40this article, at any time during the term of the LoanCounty shall, if any Borrower is required by Lender under the provisions of any Mortgage to prepay the Loan or any portion thereof in within five (5) days following the event of damage creating such right or obligation to or destruction ofprepay, or a Taking of any Individual Property, such Borrower shall pay any Insurance Proceeds or Condemnation proceeds in the following manner and order of priority (i) first, to prepay the Loan give written notice to the full extent of Authority and the Insurance Proceeds or Trustee describing such event and specifying the Condemnation Proceedsdate on which the prepayment will be made, as applicable, to which date shall be not less than forty-five (45) days from the extent of the Allocated Loan Amount for the applicable Individual Property, and (ii) to the Borrowersdate such notice is given. (c) All prepayments When (1) there shall have been deposited with the Trustee at or prior to the due dates of the Indebtedness made Base Rental Payments or date when the County may exercise its option to purchase the Facilities or any portion or item thereof, in trust for the benefit of the Owners of the Bonds and irrevocably appropriated and set aside to the payment of the Base Rental Payments or option price, sufficient moneys and Permitted Investments described in subsection (1) of the definition thereof in the Trust Agreement, not redeemable prior to maturity, the principal of and interest on which when due will provide money sufficient to pay all principal, premium, if any, and interest on the Bonds to the due date of the Bonds; (2) all requirements of Section 10.01 of the Trust Agreement have been satisfied; and (3) an agreement shall have been entered into with the Trustee for the payment of its fees and expenses so long as any of the Bonds shall remain unpaid, then and in that event the right, title and interest of the Authority herein and the obligations of the County hereunder shall thereupon cease, terminate, become void and be completely discharged and satisfied (except for the right of the Authority and the obligation of the County to have such moneys and such Permitted Investments applied to the payment of the Base Rental Payments) and the Authority’s interest in and title to the Facilities or applicable portion or item thereof shall be transferred and conveyed to the County. In such event, the Authority shall cause an accounting for such period or periods as may be requested by the County to be prepared and filed with the Authority and evidence such discharge and satisfaction, and the Authority shall pay over to the County as an overpayment of Base Rental Payments all such moneys or Permitted Investments held by it pursuant hereto other than such moneys and such Permitted Investments as are required for the payment or prepayment of the Base Rental Payments or the option price and the fees and expenses of the Trustee, which moneys and Permitted Investments shall continue to this Section be held by the Trustee in trust for the payment of Base Rental Payments or the option price and the fees and expenses of the Trustee, and shall be applied by Lender in accordance with the provisions of Section 2.7 hereof. (d) No Borrower shall be permitted at any time Authority to prepay all or any part the payment of the Loan except as expressly provided in this SectionBase Rental Payments or the option price and the fees and expenses of the Trustee.

Prepayment. (a) Provided no Event of Default has occurred and is continuing, Borrower may voluntarily prepay the Indebtedness in full the Loan Certificates affected thereby upon at least five (5) Business Days’ prior written notice to Security Agent and not the relevant Lenders upon and in part connection with the occurrence of any one of the following events: (i1) only on or prior Indemnified Withholding Taxes are then payable by Borrower and Borrower becomes entitled to prepay such Loan Certificates pursuant to Section 10(c)(i) of the day that is two Credit Agreement, (2) years after the Start-Up Day, Increased Costs are then payable by Borrower and Borrower becomes entitled to prepay such prepayment shall be subject Loan Certificates pursuant to payment of Prepayment Premium, and (iiSection 3(f) only on or after the date which is sixty (60) days prior to the Maturity Date and there shall be no Prepayment Premium or penalty assessed against Borrower by reason of such prepayment; provided, however, that Borrower shall give to Lender at least fifteen (15) days prior written notice of any such prepayment. Any prepayment of the Credit Agreement or (3) it becomes unlawful for a Lender to maintain the indebtedness evidenced by such Loan shall be made on Certificate and Borrower becomes entitled to prepay such Loan Certificates pursuant to Section 3(g) of the Credit Agreement (each an “Optional Prepayment Triggering Event”). If a Payment Date, and if any such prepayment date is not made on a Payment Date, Borrower shall also pay pay, in addition to Lender interest calculated at the Interest Rate that would have accrued on such prepaid Principal Indebtedness through the end unpaid principal amount of the Interest Accrual Period in which relevant Loan Certificate, together with accrued interest thereon to the date of prepayment, and all other amounts due thereunder and hereunder and under the Operative Agreements, any Break Loss associated with any such prepayment occurs. Notwithstanding the foregoing, Permitted Transfers, defeasance in accordance with Section 2.10 and Property Substitutions in accordance with Section 2.14 are not prepaymentsprepayment. (b) Subject to Section 8.40, at any time during Borrower shall prepay the term unpaid principal amount of the Loanapplicable Series, if any Borrower is required by Lender or all Series, of Loan Certificates, in full, but not in part, together with accrued interest thereon to the date of prepayment and all other amounts due thereunder and hereunder and under the provisions other Operative Agreements to Security Agent as follows (1) all Series of Loan Certificates shall be prepaid upon the termination of the Purchase Agreement by Borrower or Airframe Manufacturer; (2) all Series of Loan Certificates shall be prepaid upon the termination of the GTA by Borrower or Engine Manufacturer; (3) the applicable Series of Loan Certificates shall be prepaid upon the termination or cancellation by Borrower or by Airframe Manufacturer of the order under the Purchase Agreement for the Aircraft to which such Series of Loan Certificates relate; or (4) the applicable Series of Loan Certificates shall be prepaid if Airframe Manufacturer extends the Scheduled Delivery Month of an Aircraft to which such Series of Loan Certificates relate to a date that is greater than three (3) months from the last day of the Scheduled Delivery Month in respect of such Aircraft. Borrower will give notice of prepayment to Security Agent and the relevant Lenders under this Section 2.10(b) promptly after the occurrence of any Mortgage to prepay event specified in clauses (1) through (4) of the Loan or any portion thereof preceding sentence. The date of prepayment shall be as specified in Borrower’s prepayment notice, but not earlier than five (5) Business Days after the date of such notice nor later than thirty (30) days after the date of the event of damage giving rise to or destruction ofsuch prepayment. If a prepayment date under this Section 2.10(b) is not a Interest Payment Date, or a Taking of any Individual Property, such Borrower shall pay any Insurance Proceeds or Condemnation proceeds pay, in the following manner and order of priority (i) first, to prepay the Loan addition to the full extent of the Insurance Proceeds or the Condemnation Proceedsamounts described above, as applicable, to the extent of the Allocated Loan Amount for the applicable Individual Property, and (ii) to the Borrowersany Break Loss associated with any such prepayment. (c) All prepayments Any notice of the Indebtedness made prepayment delivered by Borrower pursuant to this Section paragraph (a) or (b) above shall be applied by Lender state: (1) the prepayment date, (2) the prepayment price, (3) the applicable basis for determining the prepayment price, (4) any Break Loss associated with such prepayment, and (5) that on the prepayment date, the amounts specified in accordance with the provisions of Section 2.7 hereofparagraphs (a) and (b) above as appropriate will become due and payable upon each such Loan Certificate. (d) No Borrower shall not be permitted at any time entitled to prepay all or any part of reborrow amounts prepaid on the Loan except as expressly provided in this SectionCertificates.

Prepayment. Notwithstanding anything to the contrary contained in this Note, at any time during the periods set forth on the table immediately following this paragraph (athe “Prepayment Periods”) Provided no Event or as otherwise agreed to between the Borrower and the Holder, the Borrower shall have the right, exercisable on not more than three (3) Trading Days prior written notice to the Holder of Default has occurred and is continuing, Borrower may voluntarily the Note to prepay the Indebtedness outstanding Note (principal and accrued interest), in full full, in accordance with this Section 1.7. Any notice of prepayment hereunder (an “Optional Prepayment Notice”) shall be delivered to the Holder of the Note at its registered addresses and shall state: (1) that the Borrower is exercising its right to prepay the Note, and (2) the date of prepayment which shall be not more than three (3) Trading Days from the date of the Optional Prepayment Notice. On the date fixed for prepayment (the “Optional Prepayment Date”), the Borrower shall make payment of the Optional Prepayment Amount (as defined below) to Holder, or upon the direction of the Holder as specified by the Holder in part a writing to the Borrower (iwhich shall direction to be sent to Borrower by the Holder at least one (1) only on or business day prior to the day that is two Optional Prepayment Date). If the Borrower exercises its right to prepay the Note, the Borrower shall make payment to the Holder of an amount in cash equal to the percentage (2“Prepayment Percentage”) years after as set forth in the Start-Up Daytable immediately following this paragraph opposite the applicable Prepayment Period, multiplied by the sum of: (w) the then outstanding principal amount of this Note plus (x) accrued and such prepayment shall be subject unpaid interest on the unpaid principal amount of this Note to payment of the Optional Prepayment PremiumDate plus (y) Default Interest, if any, on the amounts referred to in clauses (w) and (iix) only plus (z) any amounts owed to the Holder pursuant to Section 1.4 hereof (the “Optional Prepayment Amount”). 1. The period beginning on or after the Issue Date and ending on the date which is thirty (30) days following the Issue Date. 115% 2. The period beginning on the date which is thirty-one (31) days following the Issue Date and ending on the date which is sixty (60) days prior following the Issue Date. 120% 3. The period beginning on the date which is sixty-one (61) days following the Issue Date and ending on the date which is ninety (90) days following the Issue Date. 125% 4. The period beginning on the date that is ninety-one (91) day from the Issue Date and ending one hundred twenty (120) days following the Issue Date. 130% 5. The period beginning on the date that is one hundred twenty-one (121) day from the Issue Date and ending one hundred fifty (150) days following the Issue Date. 135% 6. The period beginning on the date that is one hundred fifty-one (151) day from the Issue Date and ending one hundred eighty (180) days following the Issue Date. 140% After the expiration of the Prepayment Periods set forth above, the Borrower may submit an Optional Prepayment Notice to the Maturity Date and there Holder. Upon receipt by the Holder of the Optional Prepayment Notice post Prepayment Periods, the prepayment shall be no subject to the Holder’s and the Borrower’s agreement with respect to the applicable Prepayment Premium or penalty assessed against Borrower by reason of such prepayment; provided, however, that Borrower shall give to Lender at least fifteen (15) days prior written notice of any such prepayment. Any prepayment of the Loan shall be made on a Payment Date, and if any such prepayment is not made on a Payment Date, Borrower shall also pay to Lender interest calculated at the Interest Rate that would have accrued on such prepaid Principal Indebtedness through the end of the Interest Accrual Period in which such prepayment occursPercentage. Notwithstanding the foregoing, Permitted Transfers, defeasance in accordance with Section 2.10 and Property Substitutions in accordance with Section 2.14 are not prepayments. (b) Subject to Section 8.40, at any time during the term of the Loan, if any Borrower is required by Lender under the provisions of any Mortgage to prepay the Loan or any portion thereof in the event of damage to or destruction of, or a Taking of any Individual Property, such Borrower shall pay any Insurance Proceeds or Condemnation proceeds in the following manner and order of priority (i) first, to prepay the Loan anything contained herein to the full extent of contrary, the Insurance Proceeds or Holder’s conversion rights herein shall not be affected in any way until the Condemnation Proceeds, as applicable, to Note is fully paid (funds received by the extent of the Allocated Loan Amount for the applicable Individual Property, and (iiHolder) to the Borrowers. (c) All prepayments of the Indebtedness made pursuant to this Section shall be applied by Lender in accordance with the provisions of Section 2.7 hereofan Optional Prepayment Notice. (d) No Borrower shall be permitted at any time to prepay all or any part of the Loan except as expressly provided in this Section.

Prepayment. (a) Provided no Event The Borrower shall have the right at any time and from time to time to prepay any Borrowing, in whole or in part, upon at least three (3) Business Days’ prior written or fax notice (or telephone notice promptly confirmed by written or fax notice) in the case of Default has occurred and is continuingEurodollar Loans, Borrower may voluntarily prepay the Indebtedness in full and not in part or written or fax notice (ior telephone notice promptly confirmed by written or fax notice) only on or at least one (1) Business Day prior to the day that is two (2) years after date of prepayment in the Start-Up Daycase of ABR Loans, and such prepayment shall be subject to payment of Prepayment Premium, and (ii) only on or after the date which is sixty (60) days prior to the Maturity Date and there shall be no Prepayment Premium or penalty assessed against Borrower by reason of such prepaymentAdministrative Agent before 12:00 p.m., New York City time; provided, however, that Borrower (i) each partial prepayment shall give be in an amount that is an integral multiple of $100,000 and not less than $1,000,000, and (ii) with respect to Lender at least fifteen (15) days prior written notice of any each such prepayment. Any optional prepayment of the Loan Construction Loans (or, after Term-Conversion, the Term Loans), the Borrower shall be made on a Payment Datepay to the Administrative Agent, and for the benefit of the Term Lenders, the sum of (i) the principal amount of such prepayment, (ii) if any such prepayment is not made on a Payment Date, Borrower shall also pay to Lender interest calculated at or before the Interest Rate that would have accrued on such prepaid Principal Indebtedness through the end fifth (5th) anniversary of the Interest Accrual Period in which Closing Date and to the extent such prepayment occurs. Notwithstanding is of or relates to the foregoingConstruction Loans or the Term Loans, Permitted Transfersthe Call Premium and (iii) accrued and unpaid interest thereon to the date of prepayment; provided further that, defeasance if the Construction Loans (or, after Term-Conversion, the Term Loans) are prepaid in accordance with Section 2.10 full, then each of the Backstop LC Lenders (or the Controlling Party) and Property Substitutions the Revolving Credit Lenders (or the Controlling Party) shall have the right to cancel the Backstop LC Facility and/or the Revolving Credit Facility and require the Borrower to prepay all outstanding Backstop LC Loans and/or Revolving Loans thereunder, return for cancellation all Backstop Letters of Credit and/or Revolving Letters of Credit (or cash collateralize all such Letters of Credit not so returned for cancellation at 102.5% of the stated amount thereof pursuant to a cash collateral agreement reasonably satisfactory to the Controlling Party and the Issuing Bank) and all other amounts due and payable in accordance with Section 2.14 are not prepaymentsconnection therewith. (b) Subject to Section 8.40, at any time during the term Optional prepayments of the Loan, if any Borrower is required by Lender under Term Loans and the provisions Backstop LC Loans shall be applied pro rata against the remaining scheduled installments of any Mortgage to prepay the Loan or any portion thereof principal due in the event of damage to or destruction of, or a Taking of any Individual Property, such Borrower shall pay any Insurance Proceeds or Condemnation proceeds in the following manner and order of priority (i) first, to prepay the Loan to the full extent respect of the Insurance Proceeds Term Loans or the Condemnation ProceedsBackstop LC Loans, as applicable, to the extent of the Allocated Loan Amount for the applicable Individual Property, and (ii) to the Borrowerscase may be. (c) Each notice of prepayment shall specify the prepayment date and the principal amount of each Borrowing (or portion thereof) to be prepaid, shall be irrevocable and shall commit the Borrower to prepay such Borrowing by the amount stated therein on the date stated therein. All prepayments of the Indebtedness made pursuant to under this Section 2.12 shall be applied by Lender subject to Section 2.16, but otherwise without premium or penalty except as provided in accordance with the provisions of Section 2.7 hereof. (d2.12(a) No Borrower above. All prepayments under this Section 2.12 shall be permitted at any time accompanied by accrued and unpaid interest on the principal amount to prepay all or any part be prepaid to but excluding the date of the Loan except as expressly provided in this Sectionpayment.

Prepayment. (a) Provided So long as no Event of Default (as defined below) has occurred and is continuingoccurred, Borrower may voluntarily shall have the right, exercisable on not less than five (5) Trading Days prior written notice to Lender to prepay the Indebtedness in full and Outstanding Balance (less such portion of the Outstanding Balance for which Borrower has received a Conversion Notice (as defined below) from Lender where the applicable Conversion Shares have not yet been delivered) of this Note, in part or in full, in accordance with this Section 1.2. Any notice of prepayment hereunder (an “Optional Prepayment Notice”) shall be delivered to Lender at its registered address or through email and shall state: (i) only on or prior that Borrower is exercising its right to the day that is two (2) years after the Start-Up Day, and such prepayment shall be subject to payment of Prepayment Premiumprepay this Note, and (ii) only on or after the date of prepayment, which is sixty shall be not less than five (605) days Trading Days from the date of the Optional Prepayment Notice. On the date fixed for prepayment (the “Optional Prepayment Date”), Borrower shall make payment of the Optional Prepayment Amount (as defined below) to or upon the order of Lender as may be specified by L▇▇▇▇▇ in writing to Borrower. For the avoidance of doubt, L▇▇▇▇▇ shall be entitled to exercise its Conversion (as defined below) rights until the Optional Prepayment Date. If Borrower exercises its right to prepay this Note, Borrower shall make payment to Lender of an amount in cash equal to 120% multiplied by the then Outstanding Balance of this Note being prepaid (the “Optional Prepayment Amount”). In the event Borrower delivers the Optional Prepayment Amount to Lender prior to the Maturity Optional Prepayment Date, the Optional Prepayment Amount shall not be deemed to have been paid to Lender until the Optional Prepayment Date. In the event Borrower delivers the Optional Prepayment Amount without an Optional Prepayment Notice, then the Optional Prepayment Date will be deemed to be the date that is five (5) Trading Days from the date that the Optional Prepayment Amount was delivered to Lender and there Lender shall be no entitled to exercise its conversion rights set forth herein during such five (5) Trading Day period. In addition, if Borrower delivers an Optional Prepayment Premium or penalty assessed against Borrower by reason of such prepayment; provided, however, that Borrower shall give Notice and fails to pay the Optional Prepayment Amount due to Lender at least fifteen within five (155) days prior written notice of any such prepayment. Any prepayment of Trading Days following the Loan shall be made on a Payment Date, and if any such prepayment is not made on a Payment Optional Prepayment Date, Borrower shall also pay to Lender interest calculated at the Interest Rate that would have accrued on such prepaid Principal Indebtedness through the end of the Interest Accrual Period in which such prepayment occurs. Notwithstanding the foregoing, Permitted Transfers, defeasance in accordance with Section 2.10 and Property Substitutions in accordance with Section 2.14 are not prepayments. (b) Subject to Section 8.40, at any time during the term of the Loan, if any Borrower is required by Lender under the provisions of any Mortgage forever forfeit its right to prepay the Loan or any portion thereof in the event of damage to or destruction of, or a Taking of any Individual Property, such Borrower shall pay any Insurance Proceeds or Condemnation proceeds in the following manner and order of priority (i) first, to prepay the Loan to the full extent of the Insurance Proceeds or the Condemnation Proceeds, as applicable, to the extent of the Allocated Loan Amount for the applicable Individual Property, and (ii) to the Borrowersthis Note. (c) All prepayments of the Indebtedness made pursuant to this Section shall be applied by Lender in accordance with the provisions of Section 2.7 hereof. (d) No Borrower shall be permitted at any time to prepay all or any part of the Loan except as expressly provided in this Section.

Prepayment. (a) Provided no Event The City may cause all or a portion of Default has occurred and is continuingthe Series 2023 Bonds to be optionally redeemed by the Authority pursuant to Section of the Indenture, Borrower may voluntarily prepay the Indebtedness in full and not in part (i) only by prepaying on any date on or prior to before , 20 , all or a portion of the day that is two (2) years after the Start-Up DayBase Rental Payments from any source of available funds, and such which prepayment shall be subject accomplished by the City’s paying an amount sufficient to payment cause such Series 2023 Bonds to be redeemed pursuant to Section of Prepayment Premium, and (ii) only the Indenture on or after the date which is sixty (60) days prior such prepayment date. Prepayments of Base Rental Payments made pursuant to this subsection shall be applied to the Maturity Date and there shall be no Prepayment Premium or penalty assessed against Borrower by reason of such prepayment; provided, however, that Borrower shall give to Lender at least fifteen (15) days prior written notice of any such prepayment. Any prepayment optional redemption of the Loan shall be made on a Payment Date, and if any such prepayment is not made on a Payment Date, Borrower shall also pay to Lender interest calculated at the Interest Rate that would have accrued on such prepaid Principal Indebtedness through the end Series 2023 Bonds as provided in Section of the Interest Accrual Period in which such prepayment occurs. Notwithstanding the foregoing, Permitted Transfers, defeasance in accordance with Section 2.10 and Property Substitutions in accordance with Section 2.14 are not prepaymentsIndenture. (b) Subject to Section 8.40The City may prepay, at from any time during the term source of the Loanavailable funds, if any Borrower is required by Lender under the provisions of any Mortgage to prepay the Loan all or any portion thereof of the Base Rental Payments by depositing with the Trustee moneys or securities as provided, and subject to the terms and conditions set forth, in Article X of the event of damage Indenture sufficient to make such Base Rental Payments when due or destruction of, or to make such Base Rental payments through a Taking of any Individual Property, such Borrower shall pay any Insurance Proceeds or Condemnation proceeds in specified date on which the following manner and order of priority (i) first, City has a right to prepay the Loan such Base Rental Payments pursuant to the full extent subsection (a) of the Insurance Proceeds or the Condemnation Proceeds, as applicable, to the extent of the Allocated Loan Amount for the applicable Individual Propertythis Section, and (ii) to the Borrowersprepay such Base Rental Payments on such prepayment date. (c) All prepayments If less than all of the Indebtedness made Base Rental Payments are prepaid pursuant to subsection (a) of this Section then, as of the date of such prepayment, or the date of a deposit pursuant to subsection (b) of this Section, the Base Rental Payments shall be applied by Lender recalculated in order to take such prepayment into account. If all of the Base Rental Payments are prepaid in accordance with the provisions of Section 2.7 hereofthe Lease Agreement and if all amounts then due to the Owners of the Bonds have been paid in full then, as of the date of such prepayment pursuant to subsection (a) of this Section, or deposit pursuant to subsection (b) of this Section, and payment of all other amounts owed under the Lease Agreement have been made, the term of the Lease Agreement shall be terminated. (d) No Borrower Before making any prepayment pursuant to this Article IV, the City shall give written notice to the Authority and the Trustee specifying the date on which the prepayment will be made, which date shall be permitted at any time not less than forty-five (45) days nor more than sixty (60) days from the date such notice is given to prepay all or any part of the Loan except as expressly provided in this SectionAuthority and the Trustee.

Prepayment. (a) Provided no Event of Default has occurred and is continuing, Borrower may voluntarily prepay the Indebtedness in full and not in part (i) only on or prior to the day that is two (2) years after the Start-Up Day, and such prepayment shall be subject to payment of Prepayment Premium, and (ii) only on or after the date which is sixty (60) days prior to the Maturity Date and there shall be no Prepayment Premium or penalty assessed against Borrower by reason of such prepayment; provided, however, that The Borrower shall give to Lender at least fifteen (15) days prior written notice of any such prepayment. Any prepayment of have the Loan shall be made on a Payment Date, and if any such prepayment is not made on a Payment Date, Borrower shall also pay to Lender interest calculated at the Interest Rate that would have accrued on such prepaid Principal Indebtedness through the end of the Interest Accrual Period in which such prepayment occurs. Notwithstanding the foregoing, Permitted Transfers, defeasance in accordance with Section 2.10 and Property Substitutions in accordance with Section 2.14 are not prepayments. (b) Subject to Section 8.40, right at any time during the term of the Loantime, if any Borrower is required by Lender under the provisions of any Mortgage on not less than 30 Business Days' prior notice to prepay the Loan or any portion thereof in the event of damage to or destruction of, or a Taking of any Individual Property, such Borrower shall pay any Insurance Proceeds or Condemnation proceeds in the following manner and order of priority (i) firstEBRD, to prepay the Loan to the full extent of the Insurance Proceeds or the Condemnation Proceeds, as applicable, to the extent of the Allocated Loan Amount for the applicable Individual Property, and (ii) to the Borrowers. (c) All prepayments of the Indebtedness made pursuant to this Section shall be applied by Lender in accordance with the provisions of Section 2.7 hereof. (d) No Borrower shall be permitted at on any time to prepay Interest Payment Date all or any part of the principal amount of the Loan except as expressly then outstanding, provided that: (1) the Borrower shall pay to EBRD at the same time all accrued interest and other amounts payable on the principal amount of the Loan to be prepaid and all other amounts due and payable hereunder; (2) in the case of a partial prepayment, such prepayment shall be in an amount of not less than EUR 2,000,000 and shall be applied to prepay the outstanding repayment instalments of the Loan in inverse order of maturity; (3) there will not be more than four notices of prepayment; and (4) the Borrower shall pay to EBRD on the date of prepayment a prepayment fee equal to (A) 3% of the principal amount of the Loan to be prepaid in case of prepayment on or before the fifth anniversary of the date of this SectionAgreement, (B) 2% of the principal amount of the Loan to be prepaid in case of prepayment after the fifth anniversary of the date of this Agreement but on or before the sixth anniversary of the date of this Agreement, or (C) 1% of the principal amount of the Loan to be prepaid in case of prepayment, at any time, after the sixth anniversary of the date of this Agreement. Any such notice of prepayment by the Borrower shall be irrevocable and binding on the Borrower and, upon delivery of such notice, the Borrower shall be obligated to prepay the Loan in accordance with the terms thereof. Amounts of the Loan prepaid by the Borrower may not be reborrowed.

Prepayment. At its option, upon at least seven (a7) Provided no Event of Default has occurred and is continuingBusiness Days prior written notice to Agent, Borrower may voluntarily at any time prepay all or a portion of the Indebtedness in full outstanding Advances by paying the entire principal balance (or such portion thereof), all accrued and not in part (i) only on or unpaid interest thereon, together with a prepayment charge equal to the following percentage of the principal amount of the Advance being prepaid: with respect to each Advance, if such Advance amounts are prepaid prior to the day Amortization Date, two percent (2.00%); and thereafter, one percent (1.00%) (each, a “Prepayment Charge”); provided that is two (2) years after the Start-Up Day, and such any partial prepayment shall be subject to payment in minimum increments of principal in the amount $5,000,000 (or such lesser amount as is then outstanding). Borrower agrees that the Prepayment Premium, Charge is a reasonable calculation of the Lenders’ lost profits in view of the difficulties and (ii) only on or after impracticality of determining actual damages resulting from an early repayment of the date which is sixty (60) days prior to the Maturity Date and there shall be no Prepayment Premium or penalty assessed against Borrower by reason of such prepayment; provided, however, that Advances. Borrower shall give to Lender at least fifteen (15) days prior written notice prepay the outstanding amount of any such prepayment. Any prepayment of the Loan shall be made on a Payment Date, all principal and if any such prepayment is not made on a Payment Date, Borrower shall also pay to Lender accrued interest calculated at the Interest Rate that would have accrued on such prepaid Principal Indebtedness through the end prepayment date and the Prepayment Charge upon the occurrence of the Interest Accrual Period a Change in which such Control or any other prepayment occurshereunder. Notwithstanding the foregoing, Permitted Transfers, defeasance Agent and the Lenders agree to waive the Prepayment Charge if Agent and the Lenders (in accordance with Section 2.10 their sole and Property Substitutions absolute discretion) agree in accordance with Section 2.14 are not prepayments. (b) Subject writing to Section 8.40, at any time during refinance the term of the Loan, if any Borrower is required by Lender under the provisions of any Mortgage to prepay the Loan or any portion thereof in the event of damage to or destruction of, or a Taking of any Individual Property, such Borrower shall pay any Insurance Proceeds or Condemnation proceeds in the following manner and order of priority (i) first, to prepay the Loan Advances prior to the full extent of the Insurance Proceeds or the Condemnation Proceeds, as applicable, to the extent of the Allocated Term Loan Amount for the applicable Individual Property, and (ii) to the Borrowers. (c) All prepayments of the Indebtedness made pursuant to Maturity Date. Any amounts paid under this Section shall be applied by Lender Agent to the then unpaid amount of any Secured Obligations (including principal and interest) in accordance with such order and priority as Agent may choose in its sole discretion. For the provisions avoidance of Section 2.7 hereof. (d) No Borrower doubt, if a payment hereunder becomes due and payable on a day that is not a Business Day, the due date thereof shall be permitted at any time to prepay all or any part of the Loan except as expressly provided in this Sectionimmediately preceding Business Day.

Prepayment. (a) Provided no Event of Default has occurred and is continuing, The Borrower may voluntarily prepay shall have the Indebtedness in full and not in part right (i) only on or prior subject to the day that is payment of a prepayment premium as hereinafter described in this Section 5.05), at any time or from time to time, upon two (2) years after the Start-Up Day, and such prepayment shall be subject to payment of Prepayment Premium, and (ii) only on or after the date which is sixty (60) days prior to the Maturity Date and there shall be no Prepayment Premium or penalty assessed against Borrower by reason of such prepayment; provided, however, that Borrower shall give to Lender at least fifteen (15) days Cleveland Banking Days’ prior written notice of any such prepayment. Any prepayment of the Loan shall be made on a Payment Date, and if any such prepayment is not made on a Payment Date, Borrower shall also pay to Lender interest calculated at the Interest Rate that would have accrued on such prepaid Principal Indebtedness through the end of the Interest Accrual Period (or telephonic notice promptly confirmed in which such prepayment occurs. Notwithstanding the foregoing, Permitted Transfers, defeasance in accordance with Section 2.10 and Property Substitutions in accordance with Section 2.14 are not prepayments. (bwriting) Subject to Section 8.40, at any time during the term of the Loan, if any Borrower is required by Lender under the provisions of any Mortgage to prepay the Loan or any portion thereof in the event of damage to or destruction of, or a Taking of any Individual Property, such Borrower shall pay any Insurance Proceeds or Condemnation proceeds in the following manner and order of priority (i) first, to prepay the Loan to the full extent of the Insurance Proceeds or the Condemnation Proceeds, as applicable, to the extent of the Allocated Loan Amount for the applicable Individual Property, and (ii) to the Borrowers. (c) All prepayments of the Indebtedness made pursuant to this Section shall be applied by Lender in accordance with the provisions of Section 2.7 hereof. (d) No Borrower shall be permitted at any time to prepay all or any part of the principal amount of the Loans then outstanding as designated by the Borrower, subject to the provisions of Section 5.05(b) hereof, plus interest accrued on the amount so prepaid to the date of such prepayment, which notice shall promptly be transmitted by the Agent to each of the Banks. (b) The Borrower agrees that if LIBOR as determined as of 11:00 a.m. London time, two (2) London Banking Days’ prior to the date of prepayment or acceleration of any Loans (hereinafter, “Prepayment LIBOR”) shall be lower than the last LIBOR previously determined for those Loans accruing interest at LIBOR with respect to which prepayment is intended to be made or that are accelerated (hereinafter, “Last LIBOR”) prior to the end of the applicable Interest Period, then the Borrower shall, upon written notice by the Agent, promptly pay to the Agent, for the account of each of the Banks, in immediately available funds, a prepayment premium measured by a rate (the “Prepayment Premium Rate”) which shall be equal to the difference between the Last LIBOR and the Prepayment LIBOR. In determining the Prepayment LIBOR payable to each Bank, the Agent shall apply a rate for each Bank equal to LIBOR for a deposit approximately equal to each Bank’s portion of such prepayment or accelerated balance which would be applicable to an Interest Period commencing on the date of such prepayment or acceleration and having a duration as nearly equal as practicable to the remaining duration of the actual Interest Period during which such acceleration occurs or prepayment is to be made. In addition, the Borrower shall immediately pay directly to each Bank the amount claimed as additional costs or expenses (including, without limitation, cost of telex, wires, or cables) incurred by such Bank in connection with the prepayment or acceleration upon the Borrower’s receipt of a written statement from such Bank. The Prepayment Premium Rate shall be applied to all or such part of the principal amounts of the Notes as related to the Loans to be prepaid, or that are accelerated and the prepayment premium shall be computed for the period commencing with the date on which such prepayment is to be made or acceleration occurs to that date which coincides with the last day of the Interest Period previously established when the Loans, which are to be prepaid or are accelerated, were made. Each voluntary prepayment of a Loan shall be in the aggregate principal sum of not less than One Million Dollars ($1,000,000) (except in the case of a Loan initially made in an aggregate amount less than One Million Dollars ($1,000,000)) and, if greater, in an integral multiple of Two Hundred Fifty Thousand Dollars ($250,000). In the event the Borrower cancels a proposed Loan subsequent to the delivery to the Agent of a Notice of Borrowing with respect to such Loan, but prior to the draw down of funds thereunder, such cancellation shall be treated as expressly provided in this Sectiona prepayment subject to the aforementioned prepayment premium.

Prepayment. (a) Provided no Event The Borrower shall have the right at any time and from time to time to prepay any Borrowing, in whole or in part, upon at least three Business Days' (or, in the case of Default has occurred and is continuinga prepayment of ABR Loans, Borrower may voluntarily prepay the Indebtedness in full and not in part one Business Day's) prior written or telecopy notice (ior telephone notice promptly confirmed by written or telecopy notice) only on or prior to the day that is two (2) years after the Start-Up DayAdministrative Agent, and such prepayment shall be subject to payment of Prepayment Premiumbefore 11:00 a.m., and (ii) only on or after the date which is sixty (60) days prior to the Maturity Date and there shall be no Prepayment Premium or penalty assessed against Borrower by reason of such prepaymentNew York City time; provided, however, that (i) each partial prepayment (other than of a Swingline Loan) shall be in an amount that is an integral multiple of $1,000,000 and not less than $5,000,000 (or, if less, the aggregate outstanding amount under the applicable Tranche) and (ii) each prepayment of Term Borrowings shall be applied as set forth in paragraphs (b), (c), (d) and (e) of Section 2.11. Each prepayment of Term Loans made in connection with a refinancing of the Obligations under this Agreement prior to the first anniversary of the Closing Date (to the extent required by Section 2.05(e)) shall be subject to the payment of the fee described in Section 2.05(e). (b) In the event of any termination of the Revolving Credit Commitments, the Borrower shall give on the date of such termination repay or prepay all its outstanding Swingline Loans and Revolving Credit Borrowings, reduce the Revolving L/C Exposure to Lender at least fifteen (15) days prior written notice zero and cause all Letters of Credit to be canceled and returned to the respective Fronting Bank. In the event of any such prepayment. Any prepayment partial reduction of the Loan Revolving Credit Commitments, then (i) at or prior to the effective date of such reduction, the Administrative Agent shall be made on a Payment Datenotify the Borrower, the Swingline Lender and if any such prepayment is not made on a Payment Date, Borrower shall also pay to Lender interest calculated at the Interest Rate that would have accrued on such prepaid Principal Indebtedness through the end Revolving Credit Lenders of the Interest Accrual Period Aggregate Revolving Credit Exposure and (ii) if the Aggregate Revolving Credit Exposure would exceed the Total Revolving Credit Commitment after giving effect to such reduction, then the Borrower shall, on the date of such reduction, repay or prepay Swingline Loans and Revolving Credit Borrowings, or reduce the Revolving L/C Exposure, in which an aggregate amount sufficient to eliminate such prepayment occursexcess. Notwithstanding the foregoing, Permitted Transfers, defeasance in accordance with Section 2.10 and Property Substitutions in accordance with Section 2.14 are not prepayments. (b) Subject on the date of any termination or reduction of the Revolving Credit Commitments pursuant to Section 8.402.09, at any time during the term of the Loan, if any Borrower is required by Lender under the provisions of any Mortgage to prepay the Loan or any portion thereof in the event of damage to or destruction of, or a Taking of any Individual Property, such Borrower shall pay any Insurance Proceeds or Condemnation proceeds in the following manner and order of priority (i) prepay so much of, first, the Swingline Loans and, second, the Revolving Credit Borrowings as shall be necessary in order that the Aggregate Revolving Credit Exposure will not exceed the Total Revolving Credit Commitment after giving effect to prepay the Loan to the full extent of the Insurance Proceeds such termination or the Condemnation Proceeds, as applicable, to the extent of the Allocated Loan Amount for the applicable Individual Property, and (ii) to the Borrowersreduction. (c) All prepayments The Borrower shall apply all Net Proceeds promptly upon receipt thereof by Holdings, the Borrower or any of their Subsidiaries to prepay Term Borrowings in accordance with paragraphs (b), (c), (d) and (e) of Section 2.11. Mandatory repayments of Term Loans made in connection with a refinancing of the Indebtedness made Obligations under this Agreement prior to the first anniversary of the Closing Date (to the extent required by Section 2.05(e)) shall be subject to the payment of the fee described in Section 2.05(e). (d) Not later than 90 days after the end of each Excess Cash Flow Period, the Borrower shall calculate Excess Cash Flow for such Excess Cash Flow Period and shall apply 50% of such Excess Cash Flow to prepay Term Borrowings in accordance with paragraphs (b), (c) and (d) of Section 2.11, provided that if, at the time of such prepayment, the Net Leverage Ratio is less than 3.50 to 1.00 (as established pursuant to the certificate last delivered (or required to be delivered) pursuant to Section 5.04(c)), the Borrower shall not be required to apply any of such Excess Cash Flow to prepay such Borrowings. Not later than the date on which the Borrower is required to deliver financial statements with respect to the end of each Excess Cash Flow Period under Section 5.04(a), the Borrower will deliver to the Administrative Agent a certificate signed by a Financial Officer of the Borrower setting forth the amount, if any, of Excess Cash Flow for such fiscal year and the calculation thereof in reasonable detail. (e) In addition to any other mandatory prepayments pursuant to this Section 2.12, on each date after the Closing Date upon which a mandatory prepayment of Term Loans pursuant to Section 2.12(c) and/or (d) is required (and exceeds in amount the aggregate principal amount of Term Loans then outstanding) or would be required if Term Loans were then outstanding, the amount required to be applied pursuant to this Section 2.12 (determined as if an unlimited amount of Term Loans were actually outstanding) in excess of the aggregate principal amount of Term Loans then outstanding shall be applied to promptly repay then outstanding Revolving Loans and/or Swingline Loans (to the extent outstanding) without any corresponding reduction to the Revolving Credit Commitments. (f) Each notice of prepayment or reduction pursuant to this Section 2.12 shall specify the prepayment date and the principal amount of each Borrowing (or portion thereof) to be prepaid, shall be irrevocable and shall commit the Borrower to prepay such Borrowing by Lender the amount stated therein on the date stated therein. All prepayments under this Section 2.12 shall (x) be made in accordance with the provisions of Section 2.7 hereof2.11(c) and (y) be subject to Section 2.15 but otherwise without premium or penalty. All prepayments under this Section 2.12 shall be accompanied by accrued interest on the principal amount being prepaid to but excluding the date of payment. (dg) No In the event the amount of any prepayment required to be made above under this Section 2.12 shall exceed the aggregate principal amount of the ABR Loans outstanding under the respective Tranche required to be prepaid (the amount of any such excess being called the "Excess Amount"), the Borrower shall be permitted at any time have the right, in lieu of making such prepayment in full, to prepay all or any part the outstanding applicable ABR Loans and to deposit an amount equal to the Excess Amount with the Collateral Agent in a cash collateral account maintained (pursuant to documentation reasonably satisfactory to the Administrative Agent) by and in the sole dominion and control of the Loan except Collateral Agent. Any amounts so deposited shall be held by the Collateral Agent as expressly provided collateral for the Obligations and applied to the prepayment of the applicable Eurodollar Loans at the end of the current Interest Periods applicable thereto. On any Business Day on which (i) collected amounts remain on deposit in or to the credit of such cash collateral account after giving effect to the payments made on such day pursuant to this SectionSection 2.12(g) and (ii) the Borrower shall have delivered to the Collateral Agent a written request or a telephonic request (which shall be promptly confirmed in writing) that such remaining collected amounts be invested in the Permitted Investments specified in such request, the Collateral Agent shall use its reasonable efforts to invest such remaining collected amounts in such Permitted Investments; provided, however, that the Collateral Agent shall have continuous dominion and full control over any such investments (and over any interest that accrues thereon) to the same extent that it has dominion and control over such cash collateral account and no Permitted Investment shall mature after the end of the Interest Period for which it is to be applied. The Borrower shall not have the right to withdraw any amount from such cash collateral account until the applicable Eurodollar Loans and accrued interest thereon are paid in full or if a Default or Event of Default then exists or would result.

Prepayment. (ai) Provided Except as otherwise set forth in this Debenture, the Company may not prepay any portion of the principal amount of this Debenture without the prior written consent of the Holder. 3 Two year anniversary of the Original Issue Date. (ii) Notwithstanding subparagraph 1(d)(i) or any other provision of this Debenture, at any time following the expiry of six months after the date of the Purchase Agreement, provided that no Event of Default has then occurred and is continuing, upon twenty (20) Trading Days’ prior notice in writing to the Holder, which notice shall set out particulars of the principal amount being prepaid, the date of prepayment and the prepayment price (a “Prepayment Notice”), the Company shall be entitled to prepay: (1) all or any portion of the principal amount outstanding under this Debenture out of the proceeds of any equity financing; and (2) the entire principal amount outstanding under this Debenture out of the proceeds of any debt financing. The price of such prepayment shall be one hundred and seven (107%) percent of the principal being prepaid, together with all accrued and unpaid interest owing to the date of prepayment on such prepaid principal (the “Prepayment Price”). On the date of prepayment, the Company shall pay the Prepayment Price in cash to the Holder, and the Holder shall surrender to the Company the certificate(s) representing this Debenture. If the principal amount outstanding under the Debenture certificate(s) surrendered is greater than the principal amount being prepaid, the Company shall issue a new certificate in a face principal amount equal to the principal balance of this Debenture remaining outstanding following such prepayment. For the avoidance of doubt, this Debenture may be converted by the Holder pursuant to Section 2 hereof at any time during the twenty (20) Trading Days after the date that the Company delivers such Prepayment Notice. For further avoidance of doubt, and notwithstanding anything to the contrary herein, it shall be a precondition to the Company’s right to prepay all or any portion of this Debenture pursuant to this Section 1(d)(ii) that no Event of Default has occurred and is continuing, Borrower may voluntarily prepay continuing on the Indebtedness in full and not in part date of the Prepayment Notice or during the twenty (i20) only on or prior consecutive Trading Days thereafter (the “Prepayment Notice Period”). (iii) Notwithstanding anything contained herein to the day that is two (2) years after contrary, the Start-Up DayHolder shall have the right, and such prepayment shall be subject at its option, to payment use the remaining balance of Prepayment Premium, and (ii) only on or after the date which is sixty (60) days prior to the Maturity Date and there shall be no Prepayment Premium or penalty assessed against Borrower by reason of such prepayment; provided, however, that Borrower shall give to Lender at least fifteen (15) days prior written notice of any such prepayment. Any Escrow Amount towards prepayment of the Loan shall be made on a Payment Date, and if any such prepayment is not made on a Payment Date, Borrower shall also pay to Lender interest calculated at the Interest Rate that would have accrued on such prepaid Principal Indebtedness through the end of the Interest Accrual Period in which such prepayment occurs. Notwithstanding the foregoing, Permitted Transfers, defeasance this Debenture in accordance with Section 2.10 and Property Substitutions in accordance with Section 2.14 are not prepayments. (b1.6(f) Subject to Section 8.40, at any time during the term of the Loan, if any Borrower is required by Lender under the provisions of any Mortgage to prepay the Loan or any portion thereof in the event of damage to or destruction of, or a Taking of any Individual Property, such Borrower shall pay any Insurance Proceeds or Condemnation proceeds in the following manner and order of priority (i) first, to prepay the Loan to the full extent Purchase Agreement and/or Section 1.7 of the Insurance Proceeds or the Condemnation Proceeds, as applicable, to the extent of the Allocated Loan Amount for the applicable Individual Property, and (ii) to the BorrowersPurchase Agreement. (c) All prepayments of the Indebtedness made pursuant to this Section shall be applied by Lender in accordance with the provisions of Section 2.7 hereof. (d) No Borrower shall be permitted at any time to prepay all or any part of the Loan except as expressly provided in this Section.

Prepayment. (a) Provided At its option, Borrower may at any time prepay all or a portion of the outstanding Advances by paying the entire principal balance (or such portion thereof), all accrued and unpaid interest thereon, together with a prepayment charge equal to the following percentage of the Advance amount being prepaid: if such Advance amounts are prepaid in any of the first twelve (12) months following the Third Amendment Effective Date, 2.0%; after twelve (12) months but prior to twenty four (24) months following the Third Amendment Effective Date, 1.5%; after twenty-four (24) months but prior to thirty-six (36) months following the Third Amendment Effective Date, 1.0%; and thereafter, 0.0% (each, a “Prepayment Charge”). Borrower agrees that any Prepayment Charge is a reasonable calculation of Lender’s lost profits in view of the difficulties and impracticality of determining actual damages resulting from an early repayment of the Advances. Borrower shall prepay the outstanding amount of all principal and accrued interest through the prepayment date and any Prepayment Charge upon the occurrence of a Change in Control. Any amounts paid under this Section shall be applied by Agent to the then unpaid amount of any Secured Obligations (including principal and interest) in such order and priority as Agent may choose in its sole discretion; provided that (x) Agent shall endeavor to promptly (within two (2) Business Days of the date that the Borrower makes any such payment under this Section 2.5(a)) notify Borrower the manner in which any such payment has been applied and (y) if no Event of Default has occurred and is continuing, continuing and Agent has agreed with Borrower may voluntarily prepay the Indebtedness in full and not in part (i) only on or prior to the day that is two (2) years after the Start-Up Day, and such prepayment shall be subject to payment of Prepayment Premium, and (ii) only on or after the date which is sixty (60) days prior to the Maturity Date and there shall be no Prepayment Premium or penalty assessed against Borrower by reason of such prepayment; provided, however, that Borrower shall give to Lender at least fifteen (15) days prior written notice any application of any such prepayment. Any prepayment payment in advance of the Loan making thereof, such agreed application shall be made on a Payment Date, and if any binding for such prepayment is not made on a Payment Date, Borrower shall also pay to Lender interest calculated at the Interest Rate that would have accrued on such prepaid Principal Indebtedness through the end of the Interest Accrual Period in which such prepayment occurs. Notwithstanding the foregoing, Permitted Transfers, defeasance in accordance with Section 2.10 and Property Substitutions in accordance with Section 2.14 are not prepaymentspayment. (b) Subject to Section 8.40Notwithstanding the foregoing, at any time during the term of the Loan, if any Borrower is required by Lender under the provisions of any Mortgage to prepay the Loan or any portion thereof in the event of damage to or destruction of, or a Taking of any Individual Property, such Borrower no Prepayment Charge shall pay any Insurance Proceeds or Condemnation proceeds in the following manner and order of priority be payable (i) first, if Agent and Lender (in its sole and absolute discretion) agree in writing to prepay refinance the Loan Advances prior to the full extent of the Insurance Proceeds Term Loan Maturity Date, or the Condemnation Proceeds, as applicable, to the extent of the Allocated Loan Amount for the applicable Individual Property, and (ii) with respect to the Borrowers. (c) All prepayments of the Indebtedness any prepayment made pursuant to this Section shall be applied by Lender in accordance with Section 2.5(a) above in connection with a Merger Event, so long as Borrower provides Agent with supporting documentation (which may be in redacted form) reasonably requested by Agent and necessary to verify the provisions occurrence of Section 2.7 hereofa Merger Event. (d) No Borrower shall be permitted at any time to prepay all or any part of the Loan except as expressly provided in this Section.

Prepayment. (a) Provided no Event of Default has occurred and is continuing, Borrower may voluntarily prepay the Indebtedness in full and not in part (i) only on or prior 5.1 Subject to the day completion of Jato's IPO, Jato shall prepay Qwest, within ten (10) business days after Jato's IPO, sixteen million dollars ($16,000,000.00) (the "Prepayment Amount") to be applied against the purchase of Qwest Services under the Wholesale Agreement and IP Agreement (and any other Qwest Service Agreement(s) between the Parties), calculated as having a value of twenty-five million dollars ($25,000,000.00) over the Initial Term. Qwest shall not be liable to pay Jato any accrued interest on the Prepayment Amount, provided however, that is two interest shall accrete on the Outstanding Prepayment Balance Amount monthly (2) years after the Start-Up Day"Accretion Interest"), such Accretion Interest shall be calculated at an annual accretion rate of *** percent (the "Accretion Rate"), and such prepayment be added to the Prepayment Amount. Accretion will not commence until after Qwest receives the Prepayment Amount. Upon Qwest calculating Jato's monthly interest accretion, Qwest shall be subject to payment invoice Jato monthly for Jato's use of Prepayment Premiumthe Qwest Services and, and upon thirty (ii30) only on or days after the date which is sixty (60) days prior to the Maturity Date and there shall be no Prepayment Premium or penalty assessed against Borrower by reason of such prepayment; providedinvoice, howeverdecrease the Prepayment Amount by the undisputed amount of Qwest's invoice. Pursuant to Section 4 herein, that Borrower shall give to Lender at least fifteen any undisputed shortfall charges or early termination fees set forth in this Master Agreement or any Qwest Agreement may be applied against and drawn down from the Prepayment Amount, so long as Qwest gives Jato thirty (1530) calendar days prior written notice of any and other detailed written documentation supporting such prepaymentcharges or fees. Any prepayment of So long as the Loan Prepayment Amount has not been fully drawn down by Qwest, Qwest shall not be made on a Payment Date, and if any such prepayment is not made on a Payment Date, Borrower shall also pay to Lender interest calculated at the Interest Rate that would have accrued on such prepaid Principal Indebtedness through the end of the Interest Accrual Period in which such prepayment occurs. Notwithstanding the foregoing, Permitted Transfers, defeasance in accordance with Section 2.10 and Property Substitutions in accordance with Section 2.14 are not prepayments. (b) Subject to Section 8.40, at any time during the term of the Loan, if any Borrower is required by Lender under the provisions of any Mortgage to prepay the Loan or any portion thereof in the event of damage to or destruction of, or a Taking of any Individual Property, such Borrower shall pay any Insurance Proceeds or Condemnation proceeds in the following manner and order of priority entitled to: (i) first, to prepay suspend the Loan to Qwest Services or terminate the full extent Qwest Agreements for non-payment of the Insurance Proceeds any invoices; or the Condemnation Proceeds, as applicable, to the extent of the Allocated Loan Amount for the applicable Individual Property, and (ii) request additional security pursuant to the Borrowers. (c) All prepayments Section 6.3 of the Indebtedness made pursuant to this Section ***Text Omitted and Filed Separately Confidential Treatment Requested Under 17 C.F.R. SECTIONS 200.80(b)(4), 200.83 and 240.24b-2 DJS/Jato Page 4 of 6 02/09/00 QWEST CONFIDENTIAL Wholesale Agreement. Once the Prepayment Amount has been fully exhausted, Jato shall be applied by Lender responsible for paying its Qwest invoices in accordance with the provisions "payment" sections of Section 2.7 hereofthe Qwest Agreements. (d) No Borrower 5.2 Until Jato prepays the Prepayment Amount or if, during the Initial Term, the aggregate amount of the Qwest invoices exceeds the Prepayment Amount, Qwest shall invoice Jato monthly for Jato's use of the Qwest Services for the balance of the Initial Term, and Jato shall be permitted at any time responsible for paying such invoices in accordance with the "payment" sections of the Qwest Agreements. The Parties shall each submit detailed quarterly reports indicating, among other things, the amount of Jato's Actual Usage, Usage Minimum, the Prepayment Amount, and interest accretion (although the failure of Qwest to prepay all submit or demand such report shall not be deemed a default or any part waiver of any right hereunder). 5.3 Until Jato consummates its IPO, the provisions set forth in Section 5.1 shall not apply, and Qwest shall invoice Jato for Qwest Services used by Jato in the manner set forth in the Qwest Agreements, and Jato shall be responsible for complying with all of the Loan payment provisions contained in the Qwest Agreements. The failure of Jato to consummate its IPO shall not relieve Jato of any of its obligations hereunder (except as expressly provided that Jato shall not be responsible for providing the Prepayment Amount to Qwest). All Qwest Services purchased by Jato, whether pre-Jato IPO or post-Jato IPO, shall count towards and contribute to the Usage Minimums. Upon consummation of the US West Merger, the Parties shall negotiate in this Sectiongood faith and execute amendment(s) to an existing Qwest Agreement and/or new services agreement(s), such that, any backbone transport, DSL services, frame relay services, IP services, and metro backhaul services purchased thereafter from US West by Jato shall count towards and contribute to the Usage Minimums, subject to the Metro Backhaul cap of *** set forth in Section 4.1.

Prepayment. (a) Provided no Event of Default has occurred The Borrower shall have the right at any time and from time to time to prepay any Revolving Credit Loan which is continuinga Prime Rate Loan, Borrower may voluntarily prepay in whole or in part, without premium or penalty on irrevocable written notice to the Indebtedness in full and not in part Agent (i) only on or to be received by the Agent prior to 12:00 p.m. on the date such prepayment is to be made) provided, however, that each such prepayment shall be on a Business Day and shall be in an aggregate principal amount which is in the minimum amount of $100,000.00 and in increased integral multiples of $50,000.00, or such lesser amount as shall be necessary to prepay all of the Revolving Credit Loans. (b) The Borrower shall have the right at any time and from time to time, subject to the provisions of this Agreement, including but without limitation Section 2.21, to prepay any Revolving Credit Loan which is a Eurodollar Loan, in whole or in part, on three (3) Business Days' prior irrevocable written notice to the Agent, provided, however, that each such prepayment shall be on a Business Day and shall be in an aggregate principal amount which is in the minimum amount of $1,000,000.00 and in increased integral multiples of $100,000.00. (c) The notice of prepayment under this Section 2.06 shall set forth the prepayment date and the principal amount of the Loan being prepaid and shall be irrevocable and shall commit the Borrower to prepay such Loan by the amount and on the date stated therein. All prepayments shall be accompanied by accrued interest on the principal amount being prepaid to the date of prepayment. Each prepayment under this Section 2.06 shall be applied first towards unpaid interest on the amount being prepaid and then towards the principal in whole or partial prepayment of Loans as specified by the Borrower. In the absence of such specification, amounts being prepaid shall be applied first to any Prime Rate Loan then outstanding and then to Eurodollar Loans in the order of the nearest expiration of their Interest Periods. (d) At any time that the principal amount of outstanding Revolving Credit Loans exceeds the Borrowing Base, the Borrower shall prepay so much of the Revolving Credit Loans as shall exceed the Borrowing Base within thirty (30) days of the date of the Borrowing Base certificate disclosing such excess. Any such prepayment shall be applied as set forth in (c) above and if such prepayments of Revolving Credit Loans shall result in a prepayment of a Eurodollar Loan other than on the last day that is two (2) years after the Start-Up Dayof its Interest Period, and such prepayment shall be subject to payment of Prepayment Premium, and (ii) only on or after the date which is sixty (60) days prior to the Maturity Date and there shall be no Prepayment Premium or penalty assessed against Borrower reimbursement required by reason of such prepayment; provided, however, that Borrower shall give to Lender at least fifteen (15) days prior written notice of any such prepayment. Any prepayment of the Loan shall be made on a Payment Date, and if any such prepayment is not made on a Payment Date, Borrower shall also pay to Lender interest calculated at the Interest Rate that would have accrued on such prepaid Principal Indebtedness through the end of the Interest Accrual Period in which such prepayment occurs. Notwithstanding the foregoing, Permitted Transfers, defeasance in accordance with Section 2.10 and Property Substitutions in accordance with Section 2.14 are not prepayments2.22. (be) Subject to Section 8.40, at At any time during that the term principal amount of outstanding Revolving Credit Loans exceed the Revolving Credit Commitment, the Borrower shall prepay so much of the Loan, if any Borrower is required by Lender under Revolving Credit Loans as shall exceed the provisions of any Mortgage to prepay the Loan or any portion thereof Revolving Credit Commitment. Any such prepayments shall be applied as set forth in the event of damage to or destruction of, or a Taking of any Individual Property, such Borrower shall pay any Insurance Proceeds or Condemnation proceeds in the following manner and order of priority (i) first, to prepay the Loan to the full extent of the Insurance Proceeds or the Condemnation Proceeds, as applicable, to the extent of the Allocated Loan Amount for the applicable Individual Property, and (ii) to the Borrowers. (c) All above and if such prepayments of Revolving Credit Loans shall result in a prepayment of a Eurodollar Loan other than on the Indebtedness made pursuant to this Section last day of its Interest Period, such prepayment shall be applied subject to the reimbursement required by Lender in accordance with the provisions of Section 2.7 hereof2.22. (d) No Borrower shall be permitted at any time to prepay all or any part of the Loan except as expressly provided in this Section.

Prepayment. (a) Provided no Event of Default has occurred and is continuingAt its option, Borrower may voluntarily at any time prepay all or a portion of the outstanding Advances by paying the entire principal balance (or such portion thereof), all accrued and unpaid interest thereon, together with a prepayment charge equal to the following percentage of the Advance amount being prepaid: if such Advance amounts are prepaid in any of the first twelve (12) months following the Closing Date, 2.0%; after twelve (12) months but prior to twenty four (24) months, 1.5%; after twenty-four (24) months but prior to thirty-six (36) months, 1.0%; and thereafter, 0.0% (each, a “Prepayment Charge”). Borrower agrees that the Prepayment Charge is a reasonable calculation of Lender’s lost profits in view of the difficulties and impracticality of determining actual damages resulting from an early repayment of the Advances. Borrower shall prepay the Indebtedness in full outstanding amount of all principal and not in part (i) only on or prior to the day that is two (2) years after the Start-Up Day, and such prepayment shall be subject to payment of Prepayment Premium, and (ii) only on or after the date which is sixty (60) days prior to the Maturity Date and there shall be no Prepayment Premium or penalty assessed against Borrower by reason of such prepayment; provided, however, that Borrower shall give to Lender at least fifteen (15) days prior written notice of any such prepayment. Any prepayment of the Loan shall be made on a Payment Date, and if any such prepayment is not made on a Payment Date, Borrower shall also pay to Lender accrued interest calculated at the Interest Rate that would have accrued on such prepaid Principal Indebtedness through the end prepayment date and the Prepayment Charge upon the occurrence of the Interest Accrual Period a Change in which such prepayment occurs. Notwithstanding the foregoing, Permitted Transfers, defeasance in accordance with Section 2.10 and Property Substitutions in accordance with Section 2.14 are not prepaymentsControl. (b) Subject to Section 8.40, at any time during the term of the Loan, if any Borrower is required by Lender under the provisions of any Mortgage to prepay the Loan or any portion thereof in In the event of damage Borrower has drawn Tranche 2 and fails to or destruction ofachieve the IPO Milestone, or a Taking of any Individual Property, such Borrower shall pay any Insurance Proceeds or Condemnation proceeds immediately prepay no less than $15,000,000 in the following manner principal, plus all accrued and order of priority unpaid interest with respect to such prepayment (i) first, to prepay the Loan to the full extent of the Insurance Proceeds or the Condemnation Proceeds, as applicable, to the extent of the Allocated Loan Amount for the applicable Individual Propertyavoidance of doubt, and (ii) no Prepayment Charge shall apply with respect to the Borrowerssuch prepayment). (c) All prepayments of Notwithstanding the Indebtedness foregoing, Agent and Lender agree to waive the Prepayment Charge (i) if Agent and Lender (in its sole and absolute discretion) agree in writing to refinance the Advances prior to the Term Loan Maturity Date and (ii) with respect to a prepayment made pursuant to this Section shall be applied by Lender in accordance with the provisions of Section 2.7 hereof. (d2.5(b) No Borrower shall be permitted at any time to prepay all or any part above; provided that such waiver of the Loan except as expressly provided Prepayment Charge shall only apply to the principal amount prepaid in this Sectionaccordance with Section 2.5(b).

Prepayment. (a) Provided no Event of Default has occurred and is continuing, Borrower may voluntarily prepay the Indebtedness in full and not in part (i) only on or prior to the day that is two (2) years after the Start-Up Day, and such prepayment shall be subject to payment of Prepayment Premium, and (ii) only on or after the date which is sixty (60) days prior to the Maturity Date and there shall be no Prepayment Premium or penalty assessed against Borrower by reason of such prepayment; provided, however, that Borrower shall give to Lender at least fifteen (15) days Upon prior written notice to the Holder (an “Optional Prepayment Notice”), this Note (including interest accrued on the principal hereof) may be prepaid by the Company, at any time, in whole or in part, which prepayment shall be, except as expressly provided in clauses (b) through (e) of any such prepaymentthis Section 2, without penalty or premium (an “Optional Prepayment”). Any prepayment of the Loan Prepayments shall be made applied first to accrued and unpaid interest on a Payment Datethis Note, and if any such prepayment is not made on a Payment Date, Borrower shall also pay then to Lender interest calculated at the Interest Rate that would have accrued on such prepaid Principal Indebtedness through the end unpaid principal amount of the Interest Accrual Period in which such prepayment occurs. Notwithstanding the foregoing, Permitted Transfers, defeasance in accordance with Section 2.10 and Property Substitutions in accordance with Section 2.14 are not prepaymentsthis Note. (b) Subject In addition to Section 8.40all other rights of the Holder contained herein, in connection with any Major Asset Sale (as defined below), the Company shall offer by written notice to the Holder (such notice an “Asset Sale Notice” and, with Optional Prepayment Notices, each a “Prepayment Notice”) to prepay (a “Major Asset Sale Mandatory Prepayment” and, with Optional Prepayments, each a “Prepayment”) outstanding principal and interest on the Notes with the net cash proceeds of such asset sale actually received by the Company or any subsidiary (the “Net Proceeds”). As used in this Note, “Major Asset Sale” means the sale or transfer of assets of the Company having a Fair Market Value in excess of $250,000, other than in the ordinary course of business, in one or a related series of transactions. The Note may be converted prior to the Redemption Date (as defined below), at any time during the term option of the Loan, if any Borrower is required by Lender under the provisions of any Mortgage to prepay the Loan or any portion thereof in the event of damage to or destruction of, or a Taking of any Individual Property, such Borrower shall pay any Insurance Proceeds or Condemnation proceeds in the following manner and order of priority (i) first, to prepay the Loan to the full extent of the Insurance Proceeds or the Condemnation Proceeds, as applicable, to the extent of the Allocated Loan Amount for the applicable Individual Property, and (ii) to the Borrowers. (c) All prepayments of the Indebtedness made pursuant to this Section shall be applied by Lender Holder in accordance with Section 3. Notwithstanding anything to the provisions contrary in this Note, the Company’s obligations under this Section 2(b), with respect to any Major Asset Sale, may be waived on behalf of all Holders of Notes by a writing signed by the Secured Party. In the event that the Net Proceeds are less than the amount of outstanding principal and interest and any premium required pursuant to Section 2.7 hereof. (d2(d) No Borrower shall be permitted at any time to prepay all or any part on the Notes then outstanding, then the Net Cash Proceeds allocated for prepayment of the Loan except as expressly provided Notes will be applied to such prepayment of the Notes on a pro rata basis to the Holders thereof based on then outstanding principal amounts. Any outstanding principal and interest on the Notes not redeemed pursuant to an Asset Sale Notice shall continue to remain outstanding pursuant to the terms hereof. Any such outstanding principal not prepaid shall not then be subject to Section 2(d) or Section 2(e) with respect to such prepayment. In no event shall outstanding principal, interest and premium on the Notes in excess of the Net Proceeds of any Major Asset Sale be required to be prepaid under this Sectionprovision.

Prepayment. (a) Provided no Event of Default has occurred The Borrower shall have the right, at any time and is continuingfrom time to time, Borrower may voluntarily to prepay any Revolving Borrowing, in whole or in part, upon giving written or fax notice (or telephone notice promptly confirmed by written or fax notice) to the Indebtedness in full and not in part Administrative Agent prior to (i) only on or 1:00 p.m., New York City time, two Business Days prior to the day that is two (2) years after date of prepayment, in the Start-Up Day, and such prepayment shall be subject to payment case of Prepayment PremiumEurodollar Revolving Loans, and (ii) only before 1:00 p.m., New York City time, on or after the Business Day of the date of prepayment, in the case of ABR Loans; provided that each partial prepayment shall be in an amount which is sixty an integral multiple of $1,000,000 and not less than (60A) days prior to $5,000,000 in the Maturity Date case of a Eurodollar Revolving Borrowing and there shall be no Prepayment Premium or penalty assessed against Borrower by reason (B) $1,000,000 in the case of an ABR Borrowing or, if less, the aggregate principal amount of such prepayment; provided, however, that Borrower shall give to Lender at least fifteen (15) days prior written notice of any such prepayment. Any prepayment of the Loan shall be made on a Payment Date, and if any such prepayment is not made on a Payment Date, Borrower shall also pay to Lender interest calculated at the Interest Rate that would have accrued on such prepaid Principal Indebtedness through the end of the Interest Accrual Period in which such prepayment occurs. Notwithstanding the foregoing, Permitted Transfers, defeasance in accordance with Section 2.10 and Property Substitutions in accordance with Section 2.14 are not prepaymentsRevolving Borrowing. (b) Subject In the event and on each occasion that the sum of the Revolving Credit Exposures of all the Lenders exceeds, on any day, the Total Commitment (including as a result of any reduction in the Total Commitment pursuant to Section 8.402.12), at any time during the term Borrower shall, on such day, (i) prepay Revolving Borrowings in an amount equal to the lesser of the Loan, if any Borrower is required by Lender under aggregate principal amount of the provisions Revolving Borrowings then outstanding and the amount of any Mortgage to prepay the Loan or any portion thereof in such excess. In the event of damage to or destruction ofa termination of all of the Commitments, or a Taking of any Individual Property, such the Borrower shall pay any Insurance Proceeds repay or Condemnation proceeds in prepay all the following manner and order outstanding Loans on the date of priority (i) first, to prepay the Loan to the full extent of the Insurance Proceeds or the Condemnation Proceeds, as applicable, to the extent of the Allocated Loan Amount for the applicable Individual Property, and (ii) to the Borrowerssuch termination. (c) Each notice of prepayment shall specify the prepayment date and the principal amount of each Revolving Borrowing (or portion thereof) to be prepaid, shall be irrevocable and shall commit the Borrower to prepay such Revolving Borrowing (or portion thereof) by the amount stated therein on the date stated therein. All prepayments of the Indebtedness made pursuant to under this Section shall be applied by Lender in accordance with the provisions of subject to Section 2.7 hereof. (d) No Borrower 2.17, but shall otherwise be without premium or penalty. All prepayments under this Section shall be permitted at any time accompanied by accrued interest on the principal amount being prepaid to prepay all or any part the date of the Loan except as expressly provided in this Sectionpayment.

Prepayment. (a) Provided no Event of Default has occurred Each Borrower shall have the right at any time and is continuingfrom time to time to prepay any Standby Borrowing or Local Currency Borrowing, Borrower as the case may voluntarily prepay be, in whole or in part, upon giving telecopy notice (or telephone notice promptly confirmed by telecopy) to the Indebtedness in full and not in part Administrative Agent: (i) only on or before 10:00 a.m., New York City time, three Business Days prior to prepayment, in the day that is two (2) years after the Start-Up Day, and such prepayment shall be subject to payment case of Prepayment Premium, and Eurocurrency Standby Loans; (ii) only on or after the date which is sixty (60) days before 10:00 a.m., New York City time, one Business Day prior to prepayment, in the Maturity Date case of Base Rate Standby Loans; and there (iii) in the case of Local Currency Loans, by such time as shall be no Prepayment Premium or penalty assessed against Borrower by reason of such prepaymentspecified in the applicable Local Currency Addendum; provided, however, that Borrower each partial prepayment shall give to Lender at least fifteen be in an amount which is (15x) days prior written notice in the case of any such prepayment. Any prepayment Standby Borrowing, an integral multiple of $10,000,000 and not less than $50,000,000, and (ii) in the Loan shall case of any Local Currency Borrowing, an amount in which prepayments are permitted to be made on a Payment Date, and if under the applicable Local Currency Addendum. No prepayment may be made in respect of any such prepayment is not made on a Payment Date, Borrower shall also pay to Lender interest calculated at the Interest Rate that would have accrued on such prepaid Principal Indebtedness through the end of the Interest Accrual Period in which such prepayment occurs. Notwithstanding the foregoing, Permitted Transfers, defeasance in accordance with Section 2.10 and Property Substitutions in accordance with Section 2.14 are not prepaymentsCompetitive Borrowing. (b) Subject On the date of any termination or reduction of the Commitments pursuant to Section 8.402.12, at any time during the term Borrowers shall pay or prepay so much of the Loan, if any Borrower is required by Lender under Standby Borrowings as shall be necessary in order that the provisions of any Mortgage to prepay the Loan or any portion thereof in the event of damage to or destruction of, or a Taking of any Individual Property, such Borrower shall pay any Insurance Proceeds or Condemnation proceeds in the following manner and order of priority (i) first, to prepay the Loan to the full extent sum of the Insurance Proceeds Competitive Loan Exposures and Standby Credit Exposures will not exceed the Total Commitment, after giving effect to such termination or the Condemnation Proceeds, as applicable, to the extent of the Allocated Loan Amount for the applicable Individual Property, and (ii) to the Borrowersreduction. (c) Each notice of prepayment shall specify the prepayment date and the principal amount of each Borrowing (or portion thereof) to be prepaid, shall be irrevocable and shall commit the applicable Borrower to prepay such Borrowing (or portion thereof) by the amount stated therein on the date stated therein. All prepayments under this Section 2.13 shall be subject to Section 2.16 but otherwise without premium or penalty. All prepayments of the Indebtedness made pursuant to this Section Eurocurrency Standby Loans shall be applied accompanied by Lender in accordance with accrued interest on the provisions principal amount being prepaid to the date of Section 2.7 hereofpayment. (d) No Borrower shall be permitted at any time to prepay all or any part of the Loan except as expressly provided in this Section.

Prepayment. (a) Provided no Event of Default has occurred and is continuing, Borrower Borrowers may voluntarily prepay the Indebtedness Principal Debt, in full and not at any time or in part at any time and from time to time without fee, premium or penalty except as provided in Section 1.5(c), provided that: (i) only on or prior to the day that is two (2) years after the Start-Up Day, and such prepayment Administrative Agent shall be subject to payment of Prepayment Premium, and (ii) only on or after the date which is sixty (60) days prior to the Maturity Date and there shall be no Prepayment Premium or penalty assessed against Borrower by reason of such prepayment; provided, however, that Borrower shall give to Lender at least fifteen (15) days have actually received from Borrowers prior written notice of any such prepayment. Any Borrowers’ intent to prepay, the amount of principal which will be prepaid (the “Prepaid Principal”), the date on which the prepayment will be made and the LIBOR Rate Advance to which the prepayment shall be applied; (ii) each prepayment shall be in the minimum amount of $10,000 (unless the prepayment retires the outstanding balance of the Revolving Loan or the Term Loan in full or is made by Borrowers (A) to satisfy the conditions to the extension of the maturity of the Loan pursuant to Exhibit “I,” (B) pursuant to Sections 1.3.3 or 4.22, or (C) in connection with the release of any Property pursuant to Section 9.29); (iii) each prepayment shall be made on a Payment Datein the amount of 100% of the Prepaid Principal, plus sums due pursuant to Section 1.5(b), and if all other sums which have become due to Administrative Agent and Lenders under the Loan Documents on or before the date of prepayment but have not been paid; and (iv) concurrently with such prepayment, Borrowers pay any such prepayment is not made on Consequential Loss as a Payment Date, Borrower shall also pay to Lender interest calculated at the Interest Rate that would have accrued on such prepaid Principal Indebtedness through the end of the Interest Accrual Period result thereof in which such prepayment occursaccordance with Section 2.5. Notwithstanding the foregoing, Permitted Transfersif a Default shall have occurred and be continuing as of the date that any prepayment is made, defeasance Administrative Agent may apply such prepayment to all or such portions of the Indebtedness as Administrative Agent determines in accordance with Section 2.10 and Property Substitutions in accordance with Section 2.14 are not prepaymentsits sole discretion. (b) Subject No yield maintenance premium or other premium or penalty shall be due in connection with any prepayment made pursuant to this Section 8.401.5, at any time during the term of the Loanprovided that Borrowers shall pay to Administrative Agent, if any Borrower is required by Lender under the provisions of any Mortgage concurrently with such prepayment, all Consequential Losses and all other sums due pursuant to prepay the Loan or any portion thereof Documents in the event of damage connection with such prepayment. (c) Any principal prepayment made pursuant to or destruction of, or a Taking of any Individual Property, such Borrower this Agreement shall pay any Insurance Proceeds or Condemnation proceeds in the following manner and order of priority be applied (i) first, to prepay the Loan to the full extent outstanding principal balance of the Insurance Proceeds or the Condemnation Proceeds, as applicable, to the extent of the Allocated Revolving Loan Amount for the applicable Individual Propertyuntil such outstanding principal balance has been repaid in full, and (ii) second, to the Borrowers. (c) All prepayments outstanding principal balance of the Indebtedness made pursuant to this Section Term Loan. Upon the prepayment of any principal outstanding under the Term Loan, the Revolving Availability shall be applied by Lender in accordance with permanently reduced to an amount that, once outstanding, would equal twenty-five percent (25%) of the provisions of Section 2.7 hereof. (d) No Borrower shall be permitted at any time to prepay all or any part outstanding principal amount of the Loan except as expressly provided (after giving effect to such prepayment), or to a lesser amount if designated by Borrowers to Administrative Agent in this Sectionwriting.

Prepayment. At its option, Borrower may at any time prepay all or a portion of the outstanding Advances by paying the entire principal balance (or such portion thereof), all accrued and unpaid interest thereon, all unpaid Lender’s fees and expenses accrued to the date of the repayment (including, without limitation, the portion of the End of Term Charge applicable to the aggregate original principal amount of the Term Loan Advances being prepaid in accordance with Section 2.5(a)), together with a prepayment charge equal to the following percentage of the outstanding principal amount of such Advance amounts being so prepaid: with respect to each Advance (which Advance amount shall include, for the avoidance of doubt, any principal that has been added to the principal balance of such Advance pursuant to Section 2.1(c)(ii)) (a) Provided no Event if the principal amount of Default has occurred and is continuing, Borrower may voluntarily prepay the Indebtedness in full and not in part (i) only such Advance amounts are prepaid on or prior to the day that date which is twelve (12) months following the Closing Date, two and one-half percent (22.5%); (b) years after if the Start-Up Day, and principal amount of such prepayment shall be subject to payment of Prepayment Premium, and (ii) only on or Advance amounts are prepaid after the date which is sixty twelve (6012) days months following the Closing Date but on or prior to the Maturity Date date which is twenty-four (24) months following the Closing Date, one and there shall be no Prepayment Premium or penalty assessed against Borrower by reason one-half percent (1.50%); if the principal amount of such prepaymentAdvance amounts are prepaid after the date which is twenty-four (24) months following the Closing date but on or prior to the date which is thirty-six (36) months following the Closing Date, one percent (1.00%); providedand (c) after the date which is thirty-six (36) months following the Closing Date through the day prior to the Term Loan Maturity Date, however, zero percent (0%) of the principal amount of the Advance being prepaid for any prepayment of an Advance on or prior to the Amortization Date (a “Prepayment Charge”). ▇▇▇▇▇▇▇▇ agrees that the Prepayment Charge is a reasonable calculation of ▇▇▇▇▇▇▇’ lost profits in view of the difficulties and impracticality of determining actual damages resulting from an early repayment of the Advances. Borrower shall give to Lender at least fifteen (15) days prior written notice prepay the outstanding amount of any such prepayment. Any prepayment of the Loan shall be made on a Payment Date, all principal and if any such prepayment is not made on a Payment Date, Borrower shall also pay to Lender accrued interest calculated at the Interest Rate that would have accrued on such prepaid Principal Indebtedness through the end prepayment date and the Prepayment Charge upon the occurrence of the Interest Accrual Period a Change in which such prepayment occursControl. Notwithstanding the foregoing, Permitted Transfers, defeasance in accordance with Section 2.10 and Property Substitutions in accordance with Section 2.14 are not prepayments. (b) Subject ▇▇▇▇▇▇▇ agree to Section 8.40, at any time during waive the term of the Loan, Prepayment Charge if any Borrower is required by such Lender under the provisions of any Mortgage to prepay the Loan or any portion Affiliate thereof which is controlled by such Lender (in their sole and absolute discretion) agree in writing to refinance the event of damage to or destruction of, or a Taking of any Individual Property, such Borrower shall pay any Insurance Proceeds or Condemnation proceeds in the following manner and order of priority (i) first, to prepay the Loan Advances prior to the full extent of the Insurance Proceeds or the Condemnation Proceeds, as applicable, to the extent of the Allocated Term Loan Amount for the applicable Individual Property, and (ii) to the Borrowers. (c) All prepayments of the Indebtedness made pursuant to Maturity Date. Any amounts paid under this Section shall be applied by Lender in accordance with Agent to the provisions then unpaid amount of Section 2.7 hereof. any Secured Obligations (dincluding principal and interest) No Borrower pro rata to all scheduled amounts owed. For the avoidance of doubt, if a payment hereunder becomes due and payable on a day that is not a Business Day, the due date thereof shall be permitted at any time to prepay all or any part of the Loan except as expressly provided in this Sectionimmediately preceding Business Day.

Prepayment. (a) Provided no Event of Default has occurred The Borrower shall have the right at any time and is continuingfrom time to time to prepay any Borrowing (other than a Competitive Borrowing), Borrower may voluntarily prepay the Indebtedness in full and not whole or in part part, upon at least three Business Days' prior written or telecopy notice (ior telephone notice promptly confirmed by written or telecopy notice) only on or prior to the day that is two (2) years after the Start-Up DayAdministrative Agent before 11:00 a.m., and such prepayment shall be subject to payment of Prepayment Premium, and (ii) only on or after the date which is sixty (60) days prior to the Maturity Date and there shall be no Prepayment Premium or penalty assessed against Borrower by reason of such prepaymentNew York City time; provided, however, that each partial prepayment shall be in an amount that is an integral multiple of $1,000,000 and not less than $10,000,000. The Borrower shall give not have the right to Lender at least fifteen (15) days prior written notice of prepay any such prepayment. Any prepayment of the Loan shall be made on a Payment Date, and if any such prepayment is not made on a Payment Date, Borrower shall also pay to Lender interest calculated at the Interest Rate that would have accrued on such prepaid Principal Indebtedness through the end of the Interest Accrual Period in which such prepayment occurs. Notwithstanding the foregoing, Permitted Transfers, defeasance in accordance with Section 2.10 and Property Substitutions in accordance with Section 2.14 are not prepaymentsCompetitive Borrowing. (b) Subject to Section 8.40, at any time during the term of the Loan, if any Borrower is required by Lender under the provisions of any Mortgage to prepay the Loan or any portion thereof in In the event of damage to any termination of the Commitments, the Borrower shall repay or destruction of, or a Taking prepay all its outstanding Revolving Credit Borrowings on the date of such termination. In the event of any Individual Propertypartial reduction of the Commitments, such Borrower shall pay any Insurance Proceeds or Condemnation proceeds in the following manner and order of priority then (i) first, to prepay the Loan at or prior to the full extent effective date of such reduction, the Administrative Agent shall notify the Borrower and the Lenders of the Insurance Proceeds or the Condemnation Proceeds, as applicable, to the extent of the Allocated Loan Amount for the applicable Individual Property, Aggregate Revolving Credit Exposure and (ii) if the Aggregate Revolving Credit Exposure would exceed the available Total Commitment after giving effect to such reduction, the BorrowersBorrower shall, on the date of such reduction, repay or prepay Revolving Credit Borrowings in an amount sufficient to eliminate such excess. (c) Each notice of prepayment shall specify the prepayment date and the principal amount of each Borrowing (or portion thereof) to be prepaid, shall be irrevocable and shall commit the Borrower to prepay such Borrowing by the amount stated therein on the date stated therein. All prepayments under this Section 2.12 shall be subject to Section 2.16 but otherwise without premium or penalty. All prepayments of the Indebtedness made pursuant to Eurodollar Loans under this Section 2.12 shall be applied accompanied by Lender in accordance with accrued interest on the provisions principal amount being prepaid to the date of Section 2.7 hereofpayment. (d) No Borrower shall be permitted at any time to prepay all or any part of the Loan except as expressly provided in this Section.