Common use of Voluntary Prepayments Clause in Contracts

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

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

Voluntary Prepayments. From and after the date hereof, so long as no Event of Default has occurred and is continuing, Borrowers may, at their option and upon at least ten (a10) Except days prior written notice to Lender (or such shorter period as otherwise provided hereinmay be permitted by Lender), Borrower shall not have the right to prepay the Loan Debt in whole or in part prior to the Permitted Prepayment Date. After the Permitted Prepayment Date, Borrower may, provided it has given Lender prior written notice in accordance with the terms of this Agreement, prepay the unpaid principal balance of the Loan in wholepart, but not in part, by paying, together with the amount to no event shall any partial prepayment be prepaid, (i) interest accrued and unpaid on the outstanding principal balance of the Loan being prepaid to and including the date of prepayment, (ii) unless less than $5,000,000.00; provided that any prepayment is tendered accompanied by (a) if such prepayment occurs on a date other than a Payment Date, an amount equal to the all interest that which would have accrued on the amount being prepaid after of the date Loan to be paid through, but not including, the next succeeding ninth (9th) day of a calendar month, or, if such prepayment occurs on a Payment Date, through and including the next last day of the Interest Period immediately prior to the applicable Payment Date had Date; (b) if such prepayment occurs prior to the prepayment not been made Spread Maintenance Release Date, the Spread Maintenance Premium due with respect to the amount prepaid, if any; and (which amount shall constitute additional consideration for the prepayment), (iiic) all other sums then due and payable under this Agreement, the Note, the Mortgage and the other Loan Documents, and (iv) if prepayment occurs prior to the Payment Date which is one month prior to the Maturity Date, a prepayment consideration (the "PREPAYMENT CONSIDERATION") equal to the greater of (A) one percent (1%) of the outstanding principal balance of the Loan being prepaid or (B) the excess, if any, of (1) the sum of the present values of all then-scheduled payments of principal and interest under this Agreement including, but not limited to, principal the Breakage Costs, if any, the applicable Prepayment Fee, if any, and interest on all of Lender’s costs and expenses (including reasonable attorney’s fees and disbursements) incurred by Lender in connection with such prepayment. No Spread Maintenance Premium or, subject to the Maturity Date (with each such payment discounted to its present value proviso at the date end of this sentence, any other prepayment at premium or fee shall be due in connection with any prepayment of the rate whichLoan (i) made after the Spread Maintenance Release Date, when compounded monthlyor (ii) made from the proceeds of any Minimum Mandatory Prepayment (or any partial payment on account thereof), is equivalent Non-Qualified Mandatory Prepayment, Additional Non-Qualified Mandatory Prepayment, Release Parcel Release Price, Adjacent Parcel Release Price and/or IP Release Price; provided, however, that the applicable Prepayment Fee shall be due in connection with any prepayment of the Loan made from the proceeds of any Minimum Mandatory Prepayment (or any partial payment on account thereof), Release Parcel Release Price, Adjacent Parcel Release Price and/or IP Release Price if any such prepayment shall occur prior to the Prepayment Rate)Fee Release Date. If a notice of prepayment is given by Borrowers to Lender pursuant to this Section 2.4.1, over the amount designated for prepayment and all other sums required under this Section 2.4 shall be due and payable on the proposed prepayment date; provided, however, Borrowers shall have the right to postpone or revoke such prepayment upon written notice to Lender not less than two (2) the outstanding principal amount of the Loan. Lender shall notify Borrower of the amount and the basis of determination of the required prepayment consideration. (b) On the Payment Date that is one month Business Days prior to the Maturity Date, and on each day thereafter through the Maturity Date, Borrower may, at its option, prepay the Debt without payment of any Prepayment Consideration or other penalty or premium; PROVIDED, HOWEVER, if date such prepayment is not paid on a regularly scheduled Payment Date, the Debt shall include interest that would have accrued on due so long as Borrowers pay Lender and/or Servicer all actual out-of-pocket third party costs and expenses incurred by Lender and/or Servicer in connection with such prepayment through and including the day immediately preceding the Maturity Date. Borrower's right to prepay any portion of the principal balance of the Loan shall be subject to (i) Borrower's submission of a notice to Lender setting forth the amount to be prepaid and the projected date of prepayment, which date shall be no less than thirty (30) days from the date of such notice, and (ii) Borrower's actual payment to Lender of the amount to be prepaid as set forth in such notice on the projected date set forth in such notice postponement or any day following such projected date occurring in the same calendar month as such projected daterevocation.

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

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

Voluntary Prepayments. (a) Except as otherwise provided herein, Borrower shall not have the right to may prepay the Loan in whole or in part prior to the Permitted Prepayment Dateas provided herein. After the Permitted Prepayment Date, Borrower may, provided it has given Lender prior written notice in accordance with the terms of this Agreement, prepay the unpaid principal balance of the Loan in whole, but not in part, by paying, together with the amount to be prepaid, (i) interest accrued and unpaid on the outstanding principal balance of the Loan being prepaid to and including On any Business Day following the date of prepayment, (ii) unless prepayment is tendered on a Payment Date, an amount equal to the interest that would have accrued on the amount being prepaid after the date of prepayment through and including the next Payment Date had the prepayment not been made (which amount shall constitute additional consideration for the prepayment), (iii) all other sums then due under this Agreement, the Note, the Mortgage and the other Loan Documents, and (iv) if prepayment occurs prior to the Payment Date which is one month prior to the Maturity Date, a prepayment consideration (the "PREPAYMENT CONSIDERATION") equal to the greater of (A) one percent (1%) of the outstanding principal balance of the Loan being prepaid or (B) the excess, if any, of (1) the sum of the present values of all then-scheduled payments of principal and interest under this Agreement including, but not limited to, principal and interest on the Maturity Date (with each such payment discounted to its present value at the date of prepayment at the rate which, when compounded monthly, is equivalent to the Prepayment Rate), over (2) the outstanding principal amount of the Loan. Lender shall notify Borrower of the amount and the basis of determination of the required prepayment consideration. (b) On the Payment Date that is one month prior to the Maturity Date, and on each day thereafter through the Maturity Datehereof, Borrower may, at its option, prepay the Debt without payment of any Prepayment Consideration or other penalty or premium; PROVIDEDLoan in full (but not in part), HOWEVER, if such prepayment is not paid on a regularly scheduled Payment Date, the Debt shall include interest provided that would have accrued on such prepayment through and including the day immediately preceding the Maturity Date. Borrower's right to prepay any portion of the principal balance of the Loan shall be subject to (i) Borrower's submission no Event of Default then exists, (ii) Borrower submits a notice to Lender setting forth the amount to be prepaid and the projected date of prepayment, which date shall be no less than thirty (30) days from the date of such notice, (iii) Borrower pays to Lender (A) all interest accrued and unpaid on the principal balance of the Note to and including the date of prepayment, (B) if such prepayment is not paid on a regularly scheduled Payment Date, interest for the full Accrual Period during which the prepayment occurs and (C) all reasonable out-of-pocket costs and expenses incurred by Lender in connection with such prepayment. If prepayment occurs on or before the Permitted Prepayment Date, Borrower shall pay the Prepayment Penalty to Lender concurrently with such prepayment. Notwithstanding the foregoing, in all events and under all circumstances Borrower shall be obligated to pay to Lender minimum interest in an amount equal to interest at the Interest Rate in effect as of the date of full repayment of the Debt (whether by virtue of a voluntary prepayment hereunder, acceleration, or otherwise) calculated on the face amount of the Note for a period of six (6) months (the “Minimum Interest”). Upon prepayment or repayment in full of the Debt or the acceleration thereof in accordance with the terms of any of the Loan Documents, Borrower shall pay to Lender an amount equal to the positive difference, if any, between (i) the entire Minimum Interest, minus (ii) Borrower's actual payment to Lender the aggregate total of all monthly payments paid by Borrower during the term of the amount to be prepaid as set forth Loan (exclusive of any portions thereof constituting (A) interest accrued at the Default Rate in such notice on excess of the projected date set forth in such notice Interest Rate or any day following such projected date occurring in the same calendar month as such projected date(B) payments of principal).

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

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

Voluntary Prepayments. (a) Except as otherwise provided hereinPrior to the Lockout Release Date, Borrower shall not have the right to prepay outstanding principal amount of the Loan may not be prepaid in whole or in part prior to part. On the Permitted Prepayment last day of any Interest Accrual Period occurring on or after the Lockout Release Date. After the Permitted Prepayment Date, provided no Event of Default has occurred and is continuing, Borrower may, provided it has given at its option and upon prior notice to Lender prior written notice in accordance with the terms of this Agreementas set forth herein, prepay the unpaid principal balance Debt in whole or in part. Notwithstanding the foregoing, Borrower may not partially prepay the Loan more than one (1) time in any calendar year and Borrower shall obtain Lender’s consent for any additional partial prepayment of the Loan in wholeany calendar year, but which consent shall be given in Lender’s sole and absolute discretion. Lender shall not be obligated to accept any prepayment unless it is accompanied by the prepayment premium due in part, by paying, together with the amount connection therewith. Any partial prepayment shall be applied to be prepaid, (i) interest accrued and unpaid on the outstanding principal balance of the Loan being prepaid to in such order and including the date of prepayment, (ii) unless priority as may be determined by Lender in its sole discretion. Any prepayment is tendered received by Lender on a Payment Date, an amount equal to date other than the last day of any Interest Accrual Period shall include interest that which would have accrued on the amount being prepaid after the from such date of prepayment through and including the next Payment Date had last day of the Interest Accrual Period during which such prepayment not been is being made (which amount shall constitute additional consideration for the prepayment), (iii) all other sums then due under this Agreementsuch amounts, the Note“Interest Shortfall”). Additionally, Borrower shall pay the Mortgage Exit Fee, any Additional Interest and any Breakage Costs (provided that the other Loan Documents, and (ivsame are not duplicative of any Interest Shortfall paid in connection with such prepayment) if in connection with any prepayment occurs prior to the Payment Date which is one month prior to the Maturity Date, a prepayment consideration (the "PREPAYMENT CONSIDERATION") equal to the greater of (A) one percent (1%) of the outstanding principal balance of the Loan being prepaid or (B) the excess, if any, of (1) the sum of the present values of all then-scheduled payments of principal and interest under this Agreement including, but not limited to, principal and interest on the Maturity Date (with each such payment discounted to its present value at the date of prepayment at the rate which, when compounded monthly, is equivalent to the Prepayment Rate), over (2) the outstanding principal amount of the Loan. As a condition to any voluntary prepayment, Borrower shall give Lender shall notify Borrower written notice (a “Prepayment Notice”) of the amount its intent to prepay, which notice must be given at least sixty (60) and the basis of determination of the required prepayment consideration. not more than ninety (b90) On the Payment Date that is one month days prior to the Maturity Date, Business Day upon which prepayment is to be made and must specify the Business Day on each day thereafter through the Maturity Date, Borrower may, at its option, prepay the Debt without payment of any Prepayment Consideration or other penalty or premium; PROVIDED, HOWEVER, if which such prepayment is not paid on to be made. Borrower hereby agrees that, in the event Borrower delivers a regularly scheduled Payment Date, the Debt shall include interest that would have accrued on such prepayment through Prepayment Notice and including the day immediately preceding the Maturity Date. Borrower's right fails to prepay any portion of the principal balance of the Loan in accordance with the Prepayment Notice and the terms of this Section 2.7 (a “Prepayment Failure”), Borrower shall indemnify Lender from and against, and shall be subject responsible for, all Losses (including any consequential damages) incurred by Lender with respect to (i) Borrower's submission of a notice to Lender setting forth the amount to be prepaid and the projected date of prepayment, which date shall be no less than thirty (30) days from the date of any such notice, and (ii) Borrower's actual payment to Lender of the amount to be prepaid as set forth in such notice on the projected date set forth in such notice or any day following such projected date occurring in the same calendar month as such projected datePrepayment Failure.

Voluntary Prepayments. (a) Except as otherwise provided herein, Borrower shall not have the right to may prepay the Loan in whole or in part prior to the Permitted Prepayment Date. After the Permitted Prepayment Date, Borrower maypart, provided it has given that (i) no Event of Default shall have occurred and be continuing; (ii) Borrower gives Lender not less than ten (10) Business Days prior written notice in accordance with of the terms of this Agreement, prepay the unpaid principal balance amount of the Loan that Borrower intends to prepay; and (iii) Borrower pays Lender, in whole, but not in part, by paying, together with addition to the outstanding principal amount of the Loan to be prepaid, (iA) all interest accrued and unpaid on the outstanding principal balance of the Loan being prepaid to and including the date of prepayment, (ii) unless prepayment is tendered on a Payment Date, an amount equal to the interest that which would have accrued on the amount being prepaid after of the date of prepayment Loan to be paid through and including the next last day of the Interest Period immediately preceding the Payment Date had next occurring following the date of such prepayment, or, if such prepayment not been made occurs on a Payment Date, through and including the last day of the Interest Period immediately preceding such Payment Date; (which amount shall constitute additional consideration for the prepayment), (iiiB) all other sums then due and payable under this Agreement, the Note, the Mortgage and the other Loan Documents, and (iv) if prepayment occurs prior to the Payment Date which is one month prior to the Maturity Date, a prepayment consideration (the "PREPAYMENT CONSIDERATION") equal to the greater of (A) one percent (1%) of the outstanding principal balance of the Loan being prepaid or (B) the excess, if any, of (1) the sum of the present values of all then-scheduled payments of principal and interest under this Agreement including, but not limited to, principal the Breakage Costs (if any and interest on the Maturity Date without duplication of costs covered by payments made pursuant to this Section 2.4) and all of Lender’s costs and expenses (including reasonable attorney’s fees and disbursements) incurred by Lender in connection with each such payment discounted to its present value at the date of prepayment at the rate which, when compounded monthly, is equivalent to the Prepayment Rate), over prepayment; and (2C) the outstanding principal amount of the Loan. Lender shall notify Borrower of the amount and the basis of determination of the required prepayment consideration. (b) On the Payment Date that is one month prior to the Maturity Date, and on each day thereafter through the Maturity Date, Borrower may, at its option, prepay the Debt without payment of any Prepayment Consideration or other penalty or premium; PROVIDED, HOWEVER, if such prepayment is not paid made on a regularly scheduled Payment or prior to the Prepayment Release Date, the Debt Prepayment Spread Maintenance Payment; and (D) if such payment is made on or prior to the Lockout Release Date, the Exit Fee (except with respect to both the Prepayment Spread Maintenance Payment and Exit Fee as otherwise provided in Section 2.4.2 hereof). If a notice of prepayment is given by Borrower to Lender pursuant to this Section 2.4.1, the amount designated for prepayment and all other sums required under this Section 2.4 shall include be due and payable on the proposed prepayment date; provided, however, Borrower shall have the right to postpone such prepayment upon written notice to Lender on the date immediately prior to the date such prepayment is due so long as Borrower pays Lender and/or Servicer all costs and expenses incurred by Lender or Servicer in connection with such postponement. In the event that any prepayment occurs prior to the applicable Determination Date it may be impossible for Borrower and Lender to calculate with certainty the interest that would have accrued at the Applicable Interest Rate on the amount then prepaid through the end of the Interest Period in which such prepayment occurs. Accordingly, in the event that the Debt is prepaid prior to the Determination Date applicable to the Interest Period in which such prepayment occurs, the interest that would have accrued at the Applicable Interest Rate on the amount then prepaid through and including the day immediately preceding the Maturity Date. Borrower's right to prepay any portion end of the principal balance of the Loan Interest Period in which such prepayment occurs shall be subject calculated based on an interest rate (the “Assumed Note Rate”) equal to the sum of (i) Borrower's submission of a notice LIBOR for the Interest Period prior to Lender setting forth the amount to be prepaid and the projected date of prepaymentInterest Period in which such prepayment occurs, which date shall be no less than thirty (30) days from the date of such notice, and plus (ii) the Spread, plus (iii) one percent (1.00%). Thereafter, on the Determination Date applicable to the Interest Period in which such prepayment occurs, Lender shall determine the Applicable Interest Rate as if such prepayment had not occurred. If it is determined by Lender that the Applicable Interest Rate for the Interest Period in which such prepayment occurs is less than the Assumed Note Rate, Lender shall promptly refund to Borrower's , without interest, an amount equal to the difference between the interest paid by Borrower for the Interest Period in which such prepayment occurs calculated at the Assumed Note Rate and the amount of interest for said Interest Period calculated at the actual payment Applicable Interest Rate. Alternatively, in the event that it is determined that the actual Applicable Interest Rate applicable to Lender the Interest Period in which such prepayment occurs is greater than the Assumed Note Rate, Borrower shall promptly pay to Lender, without additional interest or other late charges or penalties (and in no event later than the fifteen (15th) day of the month in which such prepayment occurs), an amount equal to be prepaid as set forth the difference between the interest paid by Borrower for the Interest Period in which such notice prepayment occurs on the projected date set forth in such notice or any day following such projected date occurring in prepaid amount calculated at the same calendar month as such projected dateAssumed Note Rate and the amount of interest for said Interest Period calculated at the actual Applicable Interest Rate.

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

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

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

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

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

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

Voluntary Prepayments. (a) Except as otherwise provided hereinherein and subject to Section 2.4.2 of this Agreement, Borrower shall not have the right to prepay the Loan in whole or in part prior to the Permitted Prepayment Datepart. After On and after the Permitted Prepayment Date, provided no Event of Default has occurred and is continuing, Borrower may, provided it has given Lender at its option and upon thirty (30) days’ prior written notice in accordance with the terms of this Agreementto Lender, prepay the unpaid principal balance of the Loan Debt in whole, whole but not in part; provided, however, any prepayment received by payingLender prior to March 9, together with the amount to 2009 shall be prepaid, accompanied by (i) interest accrued and unpaid on the outstanding principal balance of the Loan being prepaid to and including the date of prepaymentapplicable Prepayment Fee, (ii) unless prepayment is tendered on a Payment Date, an amount equal to the Breakage Costs and (iii) all interest that which would have accrued on the amount being prepaid after of the date of prepayment Loan to be paid through and including the next last day of the Interest Period related to the Monthly Payment Date had the prepayment not been made (which amount shall constitute additional consideration for the prepayment), (iii) all other sums then due under this Agreement, the Note, the Mortgage and the other Loan Documents, and (iv) if prepayment occurs prior to the Payment Date which is one month prior to the Maturity Date, a prepayment consideration (the "PREPAYMENT CONSIDERATION") equal to the greater of (A) one percent (1%) of the outstanding principal balance of the Loan being prepaid or (B) the excess, if any, of (1) the sum of the present values of all then-scheduled payments of principal and interest under this Agreement including, but not limited to, principal and interest on the Maturity Date (with each such payment discounted to its present value at next occurring following the date of prepayment at the rate whichsuch prepayment, when compounded monthly, is equivalent to the Prepayment Rate), over (2) the outstanding principal amount of the Loan. Lender shall notify Borrower of the amount and the basis of determination of the required prepayment consideration. (b) On the Payment Date that is one month prior to the Maturity Date, and on each day thereafter through the Maturity Date, Borrower may, at its option, prepay the Debt without payment of any Prepayment Consideration or other penalty or premium; PROVIDED, HOWEVERor, if such prepayment is not paid occurs on a regularly scheduled Monthly Payment Date, through and including the Debt last day of the Interest Period related to such Monthly Payment Date. If a notice of prepayment is given by Borrower to Lender pursuant to Section 2.4.1, the amount designated for prepayment and all other sums required under Section 2.4 shall include be due and payable on the proposed prepayment date. If for any reason Borrower prepays the Loan on a date other than a Monthly Payment Date, Borrower shall pay Lender, in addition to the Debt, all interest that which would have accrued on such prepayment the amount of the Loan to be paid through and including the last day immediately preceding the Maturity Date. Borrower's right to prepay any portion of the principal balance of Interest Period related to the Loan shall be subject to (i) Borrower's submission of a notice to Lender setting forth the amount to be prepaid and the projected date of prepayment, which date shall be no less than thirty (30) days from Monthly Payment Date next occurring following the date of such noticeprepayment. No prepayment shall be permitted on any date during the period commencing on the first calendar day immediately following a Monthly Payment Date to, and (ii) Borrower's actual payment to Lender of but not including, the amount to be prepaid as set forth Determination Date in such notice on the projected date set forth calendar month, unless consented to by Lender in such notice or any day following such projected date occurring in the same calendar month as such projected dateits sole discretion.

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

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

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

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

Voluntary Prepayments. From and after the date hereof, so long as no Event of Default has occurred and is continuing, Borrowers may, at their option and upon at least ten (a10) Except days prior written notice to Lender (or such shorter period as otherwise provided hereinmay be permitted by Lender), Borrower shall not have the right to prepay the Loan Debt in whole or in part prior to the Permitted Prepayment Date. After the Permitted Prepayment Date, Borrower may, provided it has given Lender prior written notice in accordance with the terms of this Agreement, prepay the unpaid principal balance of the Loan in wholepart, but not in part, by paying, together with the amount to no event shall any partial prepayment be prepaid, (i) interest accrued and unpaid on the outstanding principal balance of the Loan being prepaid to and including the date of prepayment, (ii) unless less than $1,000,000.00; provided that any prepayment is tendered accompanied by (a) if such prepayment occurs on a date other than a Payment Date, an amount equal to the all interest that (including, without limitation, all Accrued Interest and any interest due in connection therewith) which would have accrued on the amount being prepaid after of the date Loan to be paid through, but not including, the next succeeding first (1st) day of a calendar month, or, if such prepayment occurs on a Payment Date, through and including the next last day of the Interest Period that commenced immediately prior to the applicable Payment Date had Date; (b) the prepayment not been made Exit Fee; and (which amount shall constitute additional consideration for the prepayment), (iiic) all other sums then due and payable under this Agreement, the Note, the Mortgage and the other Loan Documents, and (iv) if prepayment occurs prior to the Payment Date which is one month prior to the Maturity Date, a prepayment consideration (the "PREPAYMENT CONSIDERATION") equal to the greater of (A) one percent (1%) of the outstanding principal balance of the Loan being prepaid or (B) the excess, if any, of (1) the sum of the present values of all then-scheduled payments of principal and interest under this Agreement including, but not limited to, principal the Breakage Costs, if any, and interest all of Lender’s costs and expenses (including reasonable attorney’s fees and disbursements) incurred by Lender in connection with such prepayment. If a notice of prepayment is given by Borrowers to Lender pursuant to this Section 2.4.1, the amount designated for prepayment and all other sums required under this Section 2.4 shall be due and payable on the Maturity Date (with each proposed prepayment date; provided, however, Borrowers shall have the right to postpone or revoke such payment discounted prepayment upon written notice to its present value at the date of prepayment at the rate which, when compounded monthly, is equivalent to the Prepayment Rate), over Lender not less than two (2) the outstanding principal amount of the Loan. Lender shall notify Borrower of the amount and the basis of determination of the required prepayment consideration. (b) On the Payment Date that is one month Business Days prior to the Maturity Date, and on each day thereafter through the Maturity Date, Borrower may, at its option, prepay the Debt without payment of any Prepayment Consideration or other penalty or premium; PROVIDED, HOWEVER, if date such prepayment is not paid on a regularly scheduled Payment Date, the Debt shall include interest that would have accrued on due so long as Borrowers pay Lender and/or Servicer all actual out-of-pocket third party costs and expenses incurred by Lender and/or Servicer in connection with such prepayment through and including the day immediately preceding the Maturity Date. Borrower's right to prepay any portion of the principal balance of the Loan shall be subject to (i) Borrower's submission of a notice to Lender setting forth the amount to be prepaid and the projected date of prepayment, which date shall be no less than thirty (30) days from the date of such notice, and (ii) Borrower's actual payment to Lender of the amount to be prepaid as set forth in such notice on the projected date set forth in such notice postponement or any day following such projected date occurring in the same calendar month as such projected daterevocation.

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

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

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

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

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

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

Voluntary Prepayments. (a) Except as otherwise expressly provided hereinin this Section 2.4, Borrower shall not have the right to prepay the Loan in whole or in part prior to the Permitted Prepayment Anticipated Repayment Date. After the Permitted Prepayment Date, Borrower may, provided it has given Lender prior written notice in accordance with the terms of this Agreement, prepay the unpaid principal balance of the Loan in whole, but not in part, by paying, together with the amount to be prepaid, (i) interest accrued and unpaid on the outstanding principal balance of the Loan being prepaid to and including the date of prepayment, (ii) unless prepayment is tendered on a Payment Date, an amount equal to the interest that would have accrued on the amount being prepaid after the date of prepayment through and including the next Payment Date had the prepayment not been made (which amount shall constitute additional consideration for the prepayment), (iii) all other sums then due under this Agreement, the Note, the Mortgage and the other Loan Documents, and (iv) if prepayment occurs prior to the Payment Date which is one month prior to the Maturity Date, a prepayment consideration (the "PREPAYMENT CONSIDERATION") equal to the greater of (A) one percent (1%) of the outstanding principal balance of the Loan being prepaid or (B) the excess, if any, of (1) the sum of the present values of all then-scheduled payments of principal and interest under this Agreement including, but not limited to, principal and interest on the Maturity Date (with each such payment discounted to its present value at the date of prepayment at the rate which, when compounded monthly, is equivalent to the Prepayment Rate), over (2) the outstanding principal amount of the Loan. Lender shall notify Borrower of the amount and the basis of determination of the required prepayment consideration. (b) On any Business Day after the Payment Permitted Prepayment Date that is one month prior to the Maturity Date, and on each day thereafter through the Maturity Date, Borrower may, at its option, prepay the Debt without payment of any Prepayment Consideration or other penalty or premium; PROVIDEDin full (or, HOWEVERto the extent set forth in Section 2.6.2 hereof, if such prepayment is not paid on a regularly scheduled Payment Datein part), the Debt shall include interest provided that would have accrued on such prepayment through and including the day immediately preceding the Maturity Date. Borrower's right to prepay any portion of the principal balance of the Loan shall be subject to (i) Borrower's submission of Borrower submits a notice to Lender setting forth the amount to be prepaid and the projected date of prepayment, which date shall be no less than thirty (30) days from the date of such notice, and (ii) Borrower's actual payment Borrower pays to Lender (A) the unpaid principal amount of the amount to be prepaid as set forth in such notice Note, (B) all interest accrued and unpaid on the projected principal balance of the Note to and including the date set forth of prepayment, (C) all other sums due under the Note, this Agreement and the other Loan Documents, (D) if such prepayment occurs prior to the Permitted Par Prepayment Date, the Yield Maintenance Premium, and (E) if such prepayment is not paid on a regularly scheduled Payment Date (or, if such day is not a Business Day, the immediately preceding Business Day), interest for the full Accrual Period during which the prepayment occurs. (c) Notwithstanding anything contained in such notice or any day following such projected date occurring Section 2.4.1(a) above to the contrary, Borrower may prepay a portion of the Loan after the Permitted Prepayment Date in the same calendar month as such projected dateaccordance with Section 2.6.2 hereof.

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

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

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

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

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

Voluntary Prepayments. (a) Except as otherwise provided herein, Borrower shall not have the right to prepay the Loan in whole or in part prior to On and after the Permitted Prepayment Date. After the Permitted Prepayment Date, Borrower may, provided it has given Lender prior written notice in accordance with the terms of this Agreement, prepay the unpaid principal balance of the Loan in whole, but not in part, by paying, together with the amount to be prepaid, (i) interest accrued and unpaid on the outstanding principal balance of the Loan being prepaid to and including the date of prepayment, (ii) unless prepayment is tendered on a Payment Date, an amount equal to the interest that would have accrued on the amount being prepaid after the date of prepayment through and including the next Payment Date had the prepayment not been made (which amount shall constitute additional consideration for the prepayment), (iii) all other sums then due under this Agreement, the Note, the Mortgage and the other Loan Documents, and (iv) if prepayment occurs prior to the Payment Date which is one month prior to the Maturity Date, a prepayment consideration (the "PREPAYMENT CONSIDERATION") equal to the greater of (A) one percent (1%) of the outstanding principal balance of the Loan being prepaid or (B) the excess, if any, of (1) the sum of the present values of all then-scheduled payments of principal and interest under this Agreement including, but not limited to, principal and interest on the Maturity Date (with each such payment discounted to its present value at the date of prepayment at the rate which, when compounded monthly, is equivalent to the Prepayment Rate), over (2) the outstanding principal amount of the Loan. Lender shall notify Borrower of the amount and the basis of determination of the required prepayment consideration. (b) On the Payment Date that is one month prior to the Maturity Date, and on each day thereafter through the Maturity Date, Borrower may, at its option, prepay the Debt in whole but not in part on any Business Day without payment of any Yield Maintenance Premium, provided, the following conditions are satisfied: (i) Borrower shall provide prior written notice to Lender specifying the date upon which the prepayment is to be made, which notice shall be delivered to Lender not less than ten (10) Business Days prior to such Prepayment Consideration Date (or other penalty such shorter period of time as may be permitted by Lender in its sole discretion). Borrower’s notice of prepayment shall create an obligation of Borrower to prepay the Loan or premiuma portion thereof as set forth therein, but may be rescinded by a written notice to Lender prior to the applicable Prepayment Date. Borrower agrees to indemnify Lender and to hold Lender harmless from and against any and all costs and expenses Lender sustains or incurs as a consequence of any such rescission of a notice of prepayment; PROVIDED, HOWEVER, if and (ii) If such prepayment is not paid made on a regularly scheduled day other than a Monthly Payment Date, then in connection with such prepayment Borrower shall pay to Lender, simultaneously with such prepayment, all interest on the Debt shall include interest that principal balance of this Note then being prepaid which would have accrued on through the last day of the month in which such prepayment through occurs. Any prepayment received by Lender on a date other than a Monthly Payment Date shall be held by Lender (and the interest shall accrue for the benefit of Borrower) as collateral security for the Loan and shall be applied to the Debt on the next Monthly Payment Date. (b) Upon payment in full of all principal and interest due on the Loan and all other amounts due and payable under the Note and the other Loan Documents in accordance with the terms and provisions of the Loan Documents, upon the written request of Borrower, Lender shall (i) release the Lien of the Mortgages and all other security interests granted herein and under the other Loan Documents pursuant to an instrument or other document in form and substance reasonably satisfactory to Lender or (ii)(A) assign, or sever into two (2) or more separate loans and assign, the Mortgages and the other Loan Documents to any Person designated by Borrower, which assignment and severance documents shall be in recordable form, (B) deliver to or as directed by Borrower the original executed Note and all originally executed other notes which may have been consolidated, amended and/or restated in connection with the execution of the Note or, with respect to any note where the original has been lost, destroyed or mutilated, a lost note affidavit for the benefit of the assignee lender and the title insurance company insuring the Mortgages, as assigned, in form sufficient to permit such title insurance company to insure the lien of the Mortgages as assigned to and held by the assignee without exception for any matter relating to the lost, destroyed or mutilated note; provided that in no event shall Lender be required to deliver any indemnity with respect thereto, (C) execute and deliver an allonge with respect to the Note and any other note(s) described in the clause (B) above, (D) deliver the original recorded copies of the Mortgages in Lender’s possession or, at Borrower’s sole cost and expense, certified copies of record, and (E) execute and deliver such other instruments of conveyance, assignment, termination, severance and release (including appropriate UCC statements) in recordable form as may reasonably be requested by Borrower to evidence such assignment and/or severance, provided, in each case, without covenant, recourse, representation (other than representations that such assignment has been duly authorized and that Lender has not otherwise assigned or encumbered the day immediately preceding Mortgages or the Maturity other Loan Documents except as expressly contemplated therein) or warranty by Lender and notwithstanding anything to the contrary contained herein, pursuant to instruments or other documents in form and substance reasonably satisfactory to Lender. Concurrently with the payment to Lender of all principal and interest on, and all other amounts due and payable under the Note and the other Loan Documents, and whether or not Borrower shall request a release or an assignment as set forth in this Section 2.4.1(b), Lender shall deliver to Borrower (1) a payoff letter in customary form, (2) all original insurance policies relating to the Property held by or on behalf of Lender, (3) any amounts held in escrow or in any reserve account pursuant to the Loan Documents or otherwise, (4) any other collateral that may have been delivered to Lender in connection with the Loan, and (5) a termination (subject to customary “clawback” provisions) of any guaranties delivered to Lender in connection with the Loan (except to the extent of any obligations thereunder that are expressly intended to survive pursuant to the terms thereof), duly executed by Lender, in each case with respect to clause (1) or (5), in form and substance reasonably satisfactory to Lender. In connection with any transaction contemplated by this Section 2.4.1(b), Borrower shall submit to Lender for its review, not less than ten (10) Business Days prior to the date of any release or assignment of the Mortgages or the payment in full of the Debt (or such shorter period of time as may be permitted by Lender in its sole discretion), all instruments and documents to be executed by Lender (other than a payoff letter under clause (1) above). All reasonable out-of-pocket costs and expenses incurred by Lender pursuant to this Section 2.4.1(b) shall be paid by Borrower (other than any costs and expenses incurred by Lender in connection with the preparation and delivery of a lost note affidavit in accordance with clause (ii)(B) above or a payoff letter as contemplated by clause (1) above and provided that in no event shall Borrower be required to pay any fee or premium in connection herewith). (c) Following either the occurrence and during the continuance of (x) a Default (other than a monetary Default) for which Lender has given written notice to Borrower or (y) an Event of Default which, in either case, cannot be cured despite Borrower’s commercially reasonable efforts (but which Default or Event of Default would be cured or eliminated by the release of any Individual Property (or, in lieu of such release, an assignment of the Mortgage encumbering such Individual Property)), Borrower shall have the right, prior to the Release Date, to prepay a portion of the Debt and obtain the release of such Individual Property from the Lien of the applicable Mortgage (or, in lieu of such release, obtain an assignment of the Mortgage encumbering such Individual Property), provided the following conditions are satisfied: (i) Borrower shall provide prior written notice to Lender specifying the date upon which the prepayment is to be made, which notice shall be delivered to Lender not less than ten (10) Business Days prior to such Prepayment Date (or such shorter period of time as may be permitted by Lender in its sole discretion). Borrower’s notice of prepayment shall create an obligation of Borrower to prepay the Loan or a portion thereof as set forth therein, but may be rescinded by a written notice to Lender prior to the applicable Prepayment Date. Borrower agrees to indemnify Lender and to hold Lender harmless from and against any and all costs and expenses Lender sustains or incurs as a consequence of any such rescission of a notice of prepayment; (ii) If such prepayment is made on a day other than a Monthly Payment Date, then in connection with such prepayment Borrower shall pay to Lender, simultaneously with such prepayment, all interest on the principal balance of the Note then being prepaid which would have accrued through the last day of the month in which such prepayment occurs. Any prepayment received by Lender on a date other than a Monthly Payment Date shall be held by Lender (and the interest shall accrue for the benefit of and shall be payable to Borrower's right ) as collateral security for the Loan and shall be applied to prepay any the Debt on the next Monthly Payment Date; (iii) The portion of the Loan to be prepaid, when taken together with all amounts previously prepaid under this Section 2.4.1(c), equals an amount which is less than or equal to $52,500,000; (iv) In connection with the release of any Individual Property (or the assignment of the Mortgage encumbering such Individual Property), Lender shall have received (A) payment of the applicable Release Amount, (B) payment of the Yield Maintenance Premium with respect to the portion of the Loan to be prepaid and (C) payment of any other amounts then due and owing to Lender pursuant to this Agreement and the other Loan Documents; (v) Immediately after giving effect to such prepayment and the release of the applicable Individual Property from the Lien of the related Mortgage (or, in lieu of such release, the assignment of the Mortgage encumbering such Individual Property), no Default or Event of Default shall have occurred and be continuing (excluding any Default or Event of Default arising from the released Individual Property); (vi) In connection with the release of an Individual Property pursuant to this Section 2.4.1(c), Borrower shall submit to Lender for its review, not less than ten (10) Business Days prior to the date of such release (or such shorter period of time as may be permitted by Lender in its sole discretion), a partial release of the applicable Mortgage and the related Loan Documents to be executed by Lender. Such release shall be in a form appropriate for the jurisdiction in which such Individual Property is located and otherwise reasonably acceptable to Lender; (vii) In lieu of a release of an Individual Property in accordance with clause (vi), upon Borrower’s written request not less than ten (10) Business Days prior to the date of the proposed assignment (or such shorter period of time as may be permitted by Lender in its sole discretion), Lender shall (A) sever the Note and assign or endorse over a severed note in the amount equal to the Release Amount for such Individual Property and assign the applicable Mortgage to any Person designated by Borrower, which assignment and severance documents shall be in recordable form, (B) deliver to or as directed by Borrower the original executed severed note, (C) deliver the original recorded copy of the applicable Mortgage in Lender’s possession or, at Borrower’s sole cost and expense, a certified copy of record, and (D) execute and deliver such other instruments of conveyance, assignment, termination, severance and release (including appropriate UCC statements) in recordable form as may reasonably be requested by Borrower to evidence such assignment and/or severance, provided, in each case, without covenant, recourse, representation (other than representations that such assignment has been duly authorized and that Lender has not otherwise assigned or encumbered the applicable Mortgage except as expressly contemplated therein) or warranty by Lender and notwithstanding anything to the contrary contained herein, pursuant to instruments or other documents in form and substance reasonably satisfactory to Lender. Borrower shall provide all other documentation Lender reasonably requires to be delivered by Borrower in connection with such severance and assignment (including, without limitation, a severed note in the amount equal to the principal balance of the Loan shall be after giving effect to such assignment), together with an Officer’s Certificate certifying that such severance and assignment will not impair or otherwise adversely affect the Liens, security interests and other rights of Lender under the Loan Documents not being assigned (or as to the parties to the Loan Documents and the Individual Properties subject to (i) Borrower's submission of a notice the Loan Documents not being assigned). In connection with any transaction contemplated by this Section 2.4.1(c)(vii), Borrower shall submit to Lender setting forth the amount to be prepaid and the projected date of prepaymentfor its review, which date shall be no not less than thirty ten (3010) days from Business Days prior to the date of any assignment of a Mortgage (or such noticeshorter period of time as may be permitted by Lender in its sole discretion), all instruments and documents to be executed by Lender; (viii) Simultaneously with the release (or assignment), (A) Borrower shall convey its title to the applicable Individual Property to a Person other than Borrower and (iiB) Borrower's actual payment Borrower and Manager shall execute an amendment to Lender the Management Agreement effective as of such release (or assignment) deleting the amount to be prepaid as applicable Individual Property from the list of properties managed thereunder; (ix) Borrower shall deliver an Officer’s Certificate certifying that the requirements set forth in such notice on the projected date set forth in such notice or any day following such projected date occurring in the same calendar month as such projected datethis Section 2.4.1(c) have been satisfied; and (x) All reasonable out-of-pocket costs and expenses incurred by Lender pursuant to this Section 2.4.1(c) shall be paid by Borrower.

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

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

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

Voluntary Prepayments. (a) Except as otherwise provided herein, Borrower shall not have the right to may prepay the Loan in whole or in part prior to part, without penalty or premium (other than payment of the Permitted Prepayment Date. After the Permitted Prepayment DatePremium as provided below), Borrower may, provided it has given Lender upon at least ten (10) Business Days’ prior written notice in accordance with to Administrative Agent, which notice (each, a “Prepayment Notice”) shall specify the terms Business Day upon which such prepayment shall be made (each such date, a “Prepayment Date”) and may be revoked by Borrower by written notice to Administrative Agent up until and including the Prepayment Date (provided that Borrower pays all actual out-of-pocket costs and expenses incurred by Administrative Agent or any Lender on account of this Agreementsuch revocation), prepay the unpaid principal balance of the Loan in whole, but not in part, by payingprovided that, together with the amount to be prepaidsuch principal prepayment, Borrower pays (iA) interest all accrued and unpaid interest on the outstanding principal balance applicable portion of the Loan being prepaid to and including the date of prepaymentapplicable Prepayment Date, (iiB) unless prepayment all other sums then due and payable by Borrower under the Loan Documents with respect to the portion of the Loan being prepaid, (C) if such Prepayment Date is tendered on not a Payment Date, an amount equal to the all interest that would have accrued on the amount being prepaid after the date of prepayment through and including the next Payment Date had the prepayment not been made (which amount shall constitute additional consideration for the prepayment), (iii) all other sums then due under this Agreement, the Note, the Mortgage and the other Loan Documents, and (iv) if prepayment occurs prior to the Payment Date which is one month prior to the Maturity Date, a prepayment consideration (the "PREPAYMENT CONSIDERATION") equal to the greater of (A) one percent (1%) of the outstanding principal balance applicable portion of the Loan being prepaid or through the last day of the Interest Period within which such Prepayment Date occurs, (BD) the excessPrepayment Premium, if any, applicable to such payment, and (E) contemporaneous with such prepayment of the Loan in full (or a portion thereof, as the case may be) Borrower shall also cause the Mortgage Borrower to prepay the Mortgage Loan or a corresponding percentage thereof based on the Loan Percentage Share in accordance with the provisions of the Mortgage Loan Agreement. Upon receipt of a Prepayment Notice pursuant to this Section 2.12, Administrative Agent shall promptly (but in no event more than one (1) the sum Business Day after Administrative Agent’s receipt of such written notice) notify each Lender of the present values contents thereof and of all then-scheduled payments such Xxxxxx’s ratable share of principal and interest under this Agreement including, but not limited to, principal and interest on the Maturity Date (with each such payment discounted to its present value at the date of prepayment at the rate which, when compounded monthly, is equivalent to the Prepayment Rate), over (2) the outstanding principal amount of the Loansuch prepayment. Lender shall notify Borrower of the amount and the basis of determination of the required prepayment consideration. (b) On the Payment Date that is one month prior to the Maturity DateExcept as otherwise provided above, and on each day thereafter through the Maturity Date, Borrower may, at its option, prepay the Debt without payment of any Prepayment Consideration or other penalty or premium; PROVIDED, HOWEVER, if such prepayment is not paid on a regularly scheduled Payment Date, the Debt shall include interest that would have accrued on such prepayment through and including the day immediately preceding the Maturity Date. Borrower's right to prepay any no portion of the principal balance of the Mortgager Loan shall be subject to (i) Borrower's submission of a notice to Lender setting forth prepaid until the amount to be prepaid and the projected date of prepayment, which date shall be no less than thirty (30) days from the date of such notice, and (ii) Borrower's actual payment to Lender of the amount to be prepaid as set forth Loan has been repaid in such notice on the projected date set forth in such notice or any day following such projected date occurring in the same calendar month as such projected datefull.”

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

Voluntary Prepayments. (ai) Except as otherwise provided hereinThe Borrower may, Borrower shall not have upon notice to the right Administrative Agent, from time to time, voluntarily prepay the Loan Loans in whole or in part prior in an amount equal to the Permitted Prepayment Date. After sum of (x) the Permitted Prepayment Date, Borrower may, provided it has given Lender prior written notice in accordance with the terms of this Agreement, prepay the unpaid principal balance amount of the Loan in whole, but not in part, by paying, Loans being prepaid and (y) accrued interest on the amount so prepaid together with the amount any additional amounts required pursuant to be prepaid, Section 3.04; provided that (i) interest accrued and unpaid on such notice must be received by the outstanding principal balance of the Loan being prepaid Administrative Agent not later than 11:00 a.m., three Business Days prior to and including the any date of prepayment, (ii) unless any prepayment shall be in an aggregate principal amount of at least, the lesser of (A) $5,000,000 and (B) the entire principal amount of the Loans then outstanding and (iii) no Default or Event of Default would occur after giving effect to such voluntary prepayment. Each such notice shall specify the date of such prepayment, the amount of principal being prepaid and the applicable prepayment amount determined as set forth in the first sentence of this Section 2.03(a). The Borrower shall make such prepayment and the related prepayment amount specified in such notice shall be due and payable on the date specified therein. In the event that the Borrower makes any voluntary prepayment before March 1, 2016 (the six-month anniversary of the Second Restatement Date) (the “Threshold Date”) (whether or not such prepayment is tendered on accompanied by a Payment Datereduction of the Commitment Amount), then the Borrower shall pay to the Lenders an amount equal to the interest Spread on such prepaid amount that would have accrued on the amount being prepaid after from and including the date of prepayment through and including the next Threshold Date, payable on each Interest Payment Date had as and when such Spread would have been paid as interest. In the event that the Borrower makes any voluntary prepayment not been made (which amount shall constitute additional consideration for on or after the prepayment), (iii) all other sums then due under this Agreement, the Note, the Mortgage and the other Loan Documents, and (iv) if prepayment occurs prior to the Payment Date which is one month prior to the Maturity Threshold Date, a and, after giving effect to such prepayment consideration (the "PREPAYMENT CONSIDERATION") equal to the greater of (A) one percent (1%) outstanding amount of the outstanding principal balance Loans would be less than [* * *] of the Loan being prepaid or (B) the excess, if any, aggregate Commitments as of (1) the sum of the present values of all then-scheduled payments of principal and interest under this Agreement including, but not limited to, principal and interest on the Maturity Date (with each such payment discounted to its present value at the date of prepayment at the rate whichsuch prepayment, when compounded monthly, is equivalent to the Prepayment Rate), over (2) the outstanding principal amount of the Loan. Lender shall notify Borrower of the amount and the basis of determination of the required prepayment consideration. (b) On the on each Interest Payment Date that is one month prior to from the Maturity Date, and on each day thereafter date of such prepayment through the Maturity Date, the Borrower mayshall pay to the Lenders an amount equal to the Spread on such Underage (as defined below) as and when such Spread would have been paid as interest had such amounts been drawn. “Underage” means for each day on which interest is calculated, at its optionthe amount by which the outstanding Loan amount as of such day is less than [* * *] of the aggregate Commitments as of such day. In the event of a prepayment in full and termination of all Commitments hereunder, prepay the Debt without payment of any Prepayment Consideration or other penalty or premium; PROVIDED, HOWEVER, if such prepayment is not paid on a regularly scheduled Payment Date, the Debt shall include interest that would have accrued on such prepayment through and including the day immediately preceding the Maturity Date. Borrower's right to prepay any portion of the principal balance of the Loan shall be subject to (i) Borrower's submission of a notice to Lender setting forth accompanied by all accrued and unpaid interest and Undrawn Commitment Fees thereon plus the amount to be prepaid and the projected date of prepaymentRemaining Initial Commitment Fee, which date shall be no less than thirty (30) days from the date of such notice, and (ii) Borrower's actual payment to Lender of the amount to be prepaid as set forth in such notice on the projected date set forth in such notice or any day following such projected date occurring in the same calendar month as such projected dateSection 2.04.

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

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

Voluntary Prepayments. (a) Except as otherwise expressly provided herein, Borrower shall not have the right to prepay the Loan in whole or in part prior to the Permitted Prepayment Maturity Date. After the Permitted Prepayment Date, Borrower may, provided it has given Lender at its option and upon at least thirty (30) days prior written notice in accordance with to Lender specifying the terms Business Day on which such prepayment is to be made (a “Prepayment Date”) (which notice may be revoked by Borrower at any time prior to the Prepayment Date provided that Borrower shall reimburse Lender for any costs incurred by Lender as a result of this Agreementsuch revocation), prepay the unpaid principal balance of the Loan Debt in whole, but not in partpart (except as otherwise expressly permitted under this Agreement), provided that such prepayment is accompanied by paying, together with (a) all interest accrued on the amount to be prepaid, (i) interest accrued and unpaid on the outstanding principal balance of the Loan being so prepaid to and including the date of prepayment, (ii) unless prepayment is tendered on a Payment Date, an amount equal to the interest that would have accrued on the amount being prepaid after the date of prepayment through and including the next Payment Date had last day of the prepayment not been made (which amount shall constitute additional consideration for the prepayment)Interest Accrual Period in effect as of such Prepayment Date, (iiib) all other sums then due and payable under this Agreement, the Note, the Mortgage Agreement and the other Loan Documents, and (iv) if prepayment occurs prior to the Payment Date which is one month prior to the Maturity Date, a prepayment consideration (the "PREPAYMENT CONSIDERATION") equal to the greater of (A) one percent (1%) of the outstanding principal balance of the Loan being prepaid or (B) the excess, if any, of (1) the sum of the present values of all then-scheduled payments of principal and interest under this Agreement including, but not limited toto any amounts due under Section 2.2.4 hereof and all of Lender’s out-of-pocket costs and expenses (including reasonable attorney’s fees and disbursements) incurred by Lender in connection with such prepayment, and (c) the Prepayment Premium applicable to such payment (if any). Unless an Event of Default then exists, any voluntary prepayment of the Loan and the Mortgage Loan shall be made such that Lender and Mortgage Lender shall receive their respective pro rata share of any principal and interest amount so repaid (based on the Maturity Date (with each such payment discounted to its present value at the date of prepayment at the rate which, when compounded monthly, is equivalent to the Prepayment Rate), over (2) the respective outstanding principal amount balances of the LoanLoan and the Mortgage Loan in effect at such time). Lender Notwithstanding the foregoing, in no event shall notify Borrower be permitted to prepay the Debt on a date during an Interest Accrual Period (other than a prepayment of the amount and the basis of determination of the required prepayment consideration. (bDebt in whole on a Payment Date) On the Payment Date that which is one month prior to the Maturity Date, and on each day thereafter through the Maturity Date, Borrower may, at its option, prepay the Debt without payment of any Prepayment Consideration or other penalty or premium; PROVIDED, HOWEVER, if Determination Date for such prepayment is not paid on a regularly scheduled Payment Date, the Debt shall include interest that would have accrued on such prepayment through and including the day immediately preceding the Maturity Date. Borrower's right to prepay any portion of the principal balance of the Loan shall be subject to (i) Borrower's submission of a notice to Lender setting forth the amount to be prepaid and the projected date of prepayment, which date shall be no less than thirty (30) days from the date of such notice, and (ii) Borrower's actual payment to Lender of the amount to be prepaid as set forth in such notice on the projected date set forth in such notice or any day following such projected date occurring in the same calendar month as such projected dateInterest Accrual Period.

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

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

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

Voluntary Prepayments. (a) Except as otherwise provided hereinBorrower may, Borrower shall not have at any time on or after August 4, 2008 (the right to “Initial Prepayment Date”), terminate financing under this Agreement and prepay the Loan Indebtedness in whole or in part full (a “Voluntary Termination”) by providing Lender with written notice (the “Termination Notice”) at least ninety (90) calendar days prior to the Permitted Prepayment specific date upon which Borrower intends to cease financing hereunder and prepay the Indebtedness in full (the “Termination Date”). After receipt of the Permitted Prepayment Termination Notice, Lender may, in its sole and absolute discretion, cease making advances under this Agreement and all Indebtedness shall be immediately due and payable upon the earlier of the Maturity Date or the Termination Date, as applicable. In connection with a Voluntary Termination, if Borrower does not pay and perform all Indebtedness on the Termination Date, Borrower maymay subsequently terminate financing under this Agreement only upon delivering to Lender a new Termination Notice and otherwise complying with this Section 2.6. In connection with a Voluntary Termination, the Indebtedness owing and to be paid by Borrower to Lender on the Termination Date shall include as liquidated damages, not as a penalty, the amount of liquidated damages (“Liquidated Damages”) set forth in Section 2.6 of Schedule A attached hereto. Notwithstanding any other provision of any Loan Document, no termination of financing under this Agreement shall affect Lender’s rights or any of the Indebtedness existing as of the Termination Date, and the provisions of the Loan Documents shall continue to be fully operative until the Indebtedness (other than indemnity obligations under the Loan Documents that are not then due and payable or for which any events or claims that would give rise thereto are not then pending) have been fully performed and indefeasibly paid in cash in full. The liens granted to Lender under the Loan Documents and the financing statements filed pursuant thereto and the rights and powers of Lender thereunder shall continue in full force and effect notwithstanding the fact that Borrower’s borrowings hereunder may from time to time be in a zero or credit position until (a) all of the Indebtedness (other than indemnity obligations under the Loan Documents that are not then due and payable or for which any events or claims that would give rise thereto are not then pending) have been fully performed and indefeasibly paid in full in cash, and (b) financing under this Agreement has been terminated, as provided it has given Lender prior written notice in accordance with the terms of herein. (b) The Borrower may terminate financing under this Agreement, Agreement and prepay the unpaid principal Indebtedness prior to the Initial Prepayment Date if (1) Borrower has requested an increase in the Maximum Amount of Revolving Credit Line, (2) at the time such request is made, the Unused Portion is less than 10%, (3) no Default or Event of Default has occurred or is otherwise continuing, (4) the Lender has denied such request, (5) Borrower pays the balance of the Loan Indebtedness in wholefull, but and (6) Borrower terminates financing under this Agreement and requests Lender to terminate Lender’s security interest in the Collateral. If the Borrower prepays the Indebtedness pursuant to this Section 2.6(b), the Indebtedness prepaid shall include as liquidated damages, not in partas a pentalty, by paying, together with the amount to be prepaid, following amounts: (i) interest accrued and unpaid during the period beginning on the outstanding principal balance of the Loan being prepaid to date hereof and including ending on the date of prepayment, which is six months thereafter (ii) unless prepayment is tendered on a Payment Datethe “Initial Liquidation Period”), an amount equal to the interest that would have accrued on the amount being prepaid after the date of prepayment through and including the next Payment Date had the prepayment not been made (which amount shall constitute additional consideration for the prepayment), (iii) all other sums then due under this Agreement, the Note, the Mortgage and the other Loan Documents, and (iv) if prepayment occurs prior to the Payment Date which is one month prior to the Maturity Date, a prepayment consideration (the "PREPAYMENT CONSIDERATION") equal to the greater of (A) one four percent (14%) of the outstanding principal balance Maximum Amount of the Loan being prepaid or (B) the excess, if any, of (1) the sum of the present values of all then-scheduled payments of principal and interest under this Agreement including, but not limited to, principal and interest on the Maturity Date (with each such payment discounted to its present value at the date of prepayment at the rate which, when compounded monthly, is equivalent to the Prepayment Rate), over (2) the outstanding principal amount of the Loan. Lender shall notify Borrower of the amount and the basis of determination of the required prepayment consideration. (b) On the Payment Date that is one month prior to the Maturity Date, and on each day thereafter through the Maturity Date, Borrower may, at its option, prepay the Debt without payment of any Prepayment Consideration or other penalty or premium; PROVIDED, HOWEVER, if such prepayment is not paid on a regularly scheduled Payment Date, the Debt shall include interest that would have accrued on such prepayment through and including the day immediately preceding the Maturity Date. Borrower's right to prepay any portion of the principal balance of the Loan shall be subject to (i) Borrower's submission of a notice to Lender setting forth the amount to be prepaid and the projected date of prepayment, which date shall be no less than thirty (30) days from the date of such noticeRevolving Credit Line, and (ii) Borrower's actual payment during the period beginning on the day immediately following the Initial Liquidation Period and ending on August 4, 2008, an amount equal to Lender three percent (3%) of the Maximum Amount of Revolving Credit Line; (c) The Borrower may terminate financing under this Agreement and prepay the Indebtedness in full prior to the Initial Prepayment Date if Lender sells, assigns or otherwise transfers all of its rights and duties as “Lender” under this Agreement to any other Person other than one of its Affiliates. If the Borrower prepays the Indebtedness pursuant to this Section 2.6(c), the Indebtedness prepaid shall include as liquidated damages, not as a penalty, an amount equal to be prepaid as set forth in such notice on three percent (3%) of the projected date set forth in such notice or any day following such projected date occurring in the same calendar month as such projected dateMaximum Amount of Revolving Credit Line.

Voluntary Prepayments. So long as no Event of Default exists, at any time upon ten (a10) Except as otherwise provided herein, Borrower shall not have the right to prepay the Loan in whole or in part prior to the Permitted Prepayment Date. After the Permitted Prepayment Date, Borrower may, provided it has given Lender days’ prior written notice in accordance with to the terms of this Agreement, prepay the unpaid principal balance of the Loan in whole, but not in part, by paying, together with the Holder (which notice shall be a Transaction Document and constitute an irrevocable agreement to pay such amount to be prepaid, (i) interest accrued and unpaid on the outstanding principal balance of date set forth on such notice) stating the Loan being prepaid to proposed date and including the date of prepayment, (ii) unless prepayment is tendered on a Payment Date, an amount equal to the interest that would have accrued on the amount being prepaid after the date of prepayment through and including the next Payment Date had the prepayment not been made (which amount shall constitute additional consideration for the prepayment), (iii) all other sums then due under this Agreement, the Note, the Mortgage and the other Loan Documents, and (iv) if prepayment occurs prior to the Payment Date which is one month prior to the Maturity Date, a prepayment consideration (the "PREPAYMENT CONSIDERATION") equal to the greater of (A) one percent (1%) of the outstanding principal balance of the Loan being prepaid or (B) the excess, if any, of (1) the sum of the present values of all then-scheduled payments of principal and interest under this Agreement including, but not limited to, principal and interest on the Maturity Date (with each such payment discounted to its present value at the date of prepayment at the rate which, when compounded monthly, is equivalent to the Prepayment Rate), over (2) the outstanding proposed principal amount of the Loan. Lender shall notify Borrower of the amount and the basis of determination of the required prepayment consideration. (b) On the Payment Date that is one month prior such prepayment, but subject to the Maturity Date, and on each day thereafter through the Maturity Date, Borrower may, at its option, prepay the Debt without payment of any Prepayment Consideration or other penalty or premium; PROVIDED, HOWEVER, if such prepayment is not paid on a regularly scheduled Payment DateHolder’s conversion rights set forth herein, the Debt shall include interest that would have accrued on such prepayment through and including the day immediately preceding the Maturity Date. Borrower's right to Company may prepay any portion of the principal balance amount of this Note, any accrued and unpaid interest, and any other amounts due under this Note. If the Company exercises its right to prepay any principal amount under the Note, the Company shall pay to the Holder in cash an amount equal to the Mandatory Prepayment Amount. The Holder may continue to convert the principal amount of the Loan Note to be prepared after the date notice of the prepayment is given until the date it receives such prepayment. No prepayment may be made hereunder without the notice required hereunder or without payment of the Mandatory Prepayment Amount. The Holder shall have the option to refuse or accept, in its sole discretion, any attempted prepayment made without the notice required hereunder or any attempted prepayment that does not appear to include the full Mandatory Prepayment Amount when required. In addition, regardless of the intended characterization of the Company of any payment, the Holder shall have the option, in its sole discretion, to recharacterize or apply any portion of such prepayment, including recharacterizing a payment as a smaller prepayment of principal together with payment of the remainder of the Mandatory Prepayment Amount to account for a payment of the Mandatory Prepayment Amount. The Holder may apply any payment made under any Transaction Document to any outstanding Obligation, in its sole discretion. The Company hereby irrevocably waives the right to direct the application of any payment in respect to any amount due under the Transaction Documents or, after any Event of Default, any proceeds of Collateral thereunder. Whenever any payment hereunder shall be subject to (i) Borrower's submission of a notice to Lender setting forth the amount stated to be prepaid and due on a day other than a Business Day, the projected due date of prepayment, which date for such payment shall be no less than thirty (30) days from extended to the date of such noticenext succeeding Business Day, and (ii) Borrower's actual payment to Lender such extension of the amount to be prepaid as set forth time shall in such notice on the projected date set forth in such notice or any day following such projected date occurring case be included in the same calendar month computation of payment of interest or fees, as such projected datethe case may be. Each determination by the Holder of an amount of interest or fee due hereunder shall be conclusive and binding for all purposes, absent manifest error.

Voluntary Prepayments. In connection with each voluntary prepayment: (a) Except as otherwise provided hereinBorrower shall provide Lender with at least one (1) Business Day prior notice of Borrower's intention to prepay, specifying the amount and date of such payment. (b) Borrower shall concurrently with any prepayment in full of the Revolving Credit pay the full amount of all interest accrued on the Revolving Credit and accrued fees (including without limitation the Unused Fee attributable to the expired portion of the period with respect to which such fees have not yet been paid), and payments received shall be applied first to fees, then to accrued interest and thereafter in reduction of principal. (c) Borrower shall concurrently with the prepayment in full of any Term Loan pay the full amount of any accrued interest thereon, and payments received shall be applied first to accrued interest and thereafter in reduction of principal. (d) Each prepayment of principal shall be in an amount equal to the lesser of (i) One Million Dollars ($1,000,000.00) (exclusive of the interest and fees payable in connection therewith and of the other amounts payable pursuant to this Agreement upon a prepayment) or (ii) the amount required to pay in full any outstanding Term Loan (in which event such prepayment shall be applied in payment of such Term Loan). (e) Borrower acknowledges that if Borrower makes a prepayment of any Term Loan or any Revolving Credit Loan that is an Adjusted LIBOR Loan (whether voluntary or mandatory), Lender will not likely be able to reinvest promptly the amount so prepaid in a loan of comparable creditworthiness and on terms equivalent to the terms hereof. Accordingly, if a Term Loan or any Revolving Credit Loan that is an Adjusted LIBOR Loan is prepaid, Borrower shall not have pay to Lender, concurrently with such prepayment, a Prepayment Premium determined as follows: (I) If the right prepayment is made with respect to prepay a Fixed Rate Term Loan and is made during the Loan in whole or in part prior first half of the period from the applicable Funding Date to the Permitted Prepayment Date. After the Permitted Prepayment applicable Term Loan Maturity Date, Borrower may, provided it has given Lender prior written notice in accordance with the terms of this Agreement, prepay the unpaid principal balance of the Loan in whole, but not in part, by paying, together with the amount to Prepayment Premium shall be prepaid, (i) interest accrued and unpaid on the outstanding principal balance of the Loan being prepaid to and including calculated as follows: On the date of prepayment, (ii) unless prepayment is tendered on a Payment Date, an amount equal to the interest that would have accrued on the amount being prepaid after the date of prepayment through and including the next Payment Date had the prepayment not been made (which amount shall constitute additional consideration for the prepayment), (iii) all other sums then due under this Agreement, the Note, the Mortgage and the other Loan Documents, and (iv) if prepayment occurs prior to the Payment Date which is one month prior to the Maturity Date, a prepayment consideration (the "PREPAYMENT CONSIDERATION") equal to the greater of (A) one percent (1%) of the outstanding principal balance of the Loan being prepaid or (B) the excess, if any, of (1) the sum of the present values of all then-scheduled remaining payments of principal and interest under this Agreement including, but not limited to, principal and interest that would otherwise have become payable on the Maturity Date (with each such payment Fixed Rate Term Loan shall be discounted to its a present value at the date of prepayment at the a rate which, when compounded monthly, is equivalent per annum equal to the Prepayment Rate), over (2) the outstanding principal amount of the Loan. Lender shall notify Borrower of the amount and the basis of determination of the required prepayment consideration. (b) On the Payment Date that is one month prior to the Maturity Date, and on each day thereafter through the Maturity Date, Borrower may, at its option, prepay the Debt without payment of any Prepayment Consideration or other penalty or premium; PROVIDED, HOWEVER, if such prepayment is not paid on a regularly scheduled Payment Date, the Debt shall include interest that would have accrued on such prepayment through and including the day immediately preceding the Maturity Date. Borrower's right to prepay any portion of the principal balance of the Loan shall be subject to (i) Borrower's submission of a notice to Lender setting forth the amount to be prepaid and the projected date of prepayment, which date shall be no less than thirty (30) days from the date of such notice, and (ii) Borrower's actual payment to Lender of the amount to be prepaid as set forth in such notice on the projected date set forth in such notice or any day following such projected date occurring in the same calendar month as such projected date.Applicable Yield

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

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

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

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

Voluntary Prepayments. (a) Except as otherwise provided herein, Borrower shall not have the right to prepay the Loan in whole or in part prior Prior to the Permitted Prepayment Date. After the Permitted Prepayment Lockout Release Date, Borrower may, provided it has given Lender prior written notice in accordance with the terms of this Agreement, prepay the unpaid principal balance of the Loan in whole, but not in part, by paying, together with the amount to be prepaid, (i) interest accrued and unpaid on the outstanding principal balance of the Loan being prepaid to and including the date of prepayment, (ii) unless prepayment is tendered on a Payment Date, an amount equal to the interest that would have accrued on the amount being prepaid after the date of prepayment through and including the next Payment Date had the prepayment not been made (which amount shall constitute additional consideration for the prepayment), (iii) all other sums then due under this Agreement, the Note, the Mortgage and the other Loan Documents, and (iv) if prepayment occurs prior to the Payment Date which is one month prior to the Maturity Date, a prepayment consideration (the "PREPAYMENT CONSIDERATION") equal to the greater of (A) one percent (1%) of the outstanding principal balance of the Loan being prepaid or (B) the excess, if any, of (1) the sum of the present values of all then-scheduled payments of principal and interest under this Agreement including, but not limited to, principal and interest on the Maturity Date (with each such payment discounted to its present value at the date of prepayment at the rate which, when compounded monthly, is equivalent to the Prepayment Rate), over (2) the outstanding principal amount of the LoanLoan may not be prepaid in whole or in part. Lender shall notify Borrower of the amount and the basis of determination of the required prepayment consideration. (b) On the any Payment Date that is one month prior to occurring on, or after, the Maturity Date, and on each day thereafter through the Maturity Lockout Release Date, Borrower may, at its optionoption and upon thirty (30) days prior notice to Lender, prepay the Debt without payment of any Prepayment Consideration or other penalty or premiumin whole but not in part, (except as expressly set forth herein); PROVIDED, HOWEVER, if provided that such prepayment is not paid accompanied by the Prepayment Premium, if applicable. If the prepayment occurs after the date that is six (6) months prior to the Initial Maturity Date, there shall be no Prepayment Premium or other prepayment fee, premium or penalty. If a prepayment under this Section 2.4.1 is made on a regularly scheduled day other than a Payment Date, the Debt then in connection with such prepayment, Borrower shall include interest that would have accrued on pay to Lender, simultaneously with such prepayment through and including the day immediately preceding the Maturity Date. Borrower's right to prepay any portion of (i) all interest on the principal balance of the Loan shall be subject to (i) Borrower's submission then being prepaid which would have accrued through the end of a notice to Lender setting forth the amount to be prepaid and the projected date of prepayment, which date shall be no less than thirty (30) days from Interest Period then in effect notwithstanding that such Interest Period extends beyond the date of such notice, prepayment and (ii) Borrower's actual payment the Prepayment Premium; provided, however, that if the date of prepayment is a date on or after the Determination Date in such calendar month and prior to the first day of the Interest Period that commences in such calendar month, Borrower shall also pay to Lender in connection with such prepayment all interest on the principal balance of the amount Loan then being prepaid which would have accrued through the end of the next succeeding Interest Period. Any prepayment received by Lender on a date other than a Payment Date shall be held by Lender as collateral security for the Loan and shall be applied to be prepaid as set forth in such notice the Debt on the projected date set forth in such notice or any day following such projected date occurring in the same calendar month as such projected datenext Payment Date.

Voluntary Prepayments. (a) Except as otherwise provided herein, no Borrower shall not have the right to prepay the Loan in whole or in part prior to the Permitted Prepayment Lockout Date. After Beginning on the Permitted Prepayment DateLockout Date or on any Business Day thereafter, any Borrower may, provided it has given Lender prior written notice in accordance with the terms of this Agreementat its option, prepay the unpaid principal balance of the Loan Debt in whole, but not in part, . Any prepayment made on or after the Lockout Date shall be accompanied by paying, together with the amount a prepayment fee (a "Prepayment Fee") equal to be prepaid, (i) interest accrued and unpaid on four percent (4%) of the outstanding principal balance if the prepayment occurs on or after the Lockout Date but prior to the second anniversary of the Loan being prepaid to and including the date of prepayment, Re-sizing Date or (ii) unless two percent (2%) of the outstanding principal balance if the prepayment is tendered occurs on or after the second anniversary of the Re-sizing Date. In addition, if any Borrower prepays the Loan on any date other than a Payment Date, Borrowers shall pay to Lender on the date of such prepayment an amount equal to the interest that would have accrued on the amount being prepaid after the date of prepayment Loan through and including the next Payment Date had the prepayment not been made Date. As a condition to any voluntary prepayment, each Borrower shall give Lender written notice (which amount shall constitute additional consideration for the prepayment), (iii) all other sums then due under this Agreement, the Note, the Mortgage and the other Loan Documents, and (iv) if prepayment occurs prior to the Payment Date which is one month prior to the Maturity Date, a prepayment consideration (the "PREPAYMENT CONSIDERATIONPrepayment Notice") equal of its intent to the greater of (A) one percent (1%) of the outstanding principal balance of the Loan being prepaid or (B) the excess, if any, of (1) the sum of the present values of all then-scheduled payments of principal and interest under this Agreement including, but not limited to, principal and interest on the Maturity Date (with each such payment discounted to its present value at the date of prepayment at the rate which, when compounded monthly, is equivalent to the Prepayment Rate), over (2) the outstanding principal amount of the Loan. Lender shall notify Borrower of the amount and the basis of determination of the required prepayment consideration. (b) On the Payment Date that is one month prior to the Maturity Date, and on each day thereafter through the Maturity Date, Borrower may, at its option, prepay the Debt without payment of any Prepayment Consideration or other penalty or premium; PROVIDED, HOWEVER, if such prepayment is not paid on a regularly scheduled Payment Date, the Debt shall include interest that would have accrued on such prepayment through and including the day immediately preceding the Maturity Date. Borrower's right to prepay any portion of the principal balance of the Loan shall be subject to (i) Borrower's submission of a notice to Lender setting forth the amount to be prepaid and the projected date of prepaymentprepay, which date shall notice must be no less given not later than thirty (30) days from prior to the date of on which such notice, and (ii) Borrower's actual payment to Lender of the amount prepayment is to be prepaid as set forth in made and must specify the Business Day on which such notice on the projected date set forth in such notice or any day following such projected date occurring in the same calendar month as such projected dateprepayment is to be made.

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

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

Voluntary Prepayments. Borrower may, at its option and upon fifteen (a15) Except as otherwise provided hereindays’ prior notice to Lender, Borrower shall not have the right to prepay the Loan Debt in whole or in part prior to the Permitted Prepayment Date. After the Permitted Prepayment Datepart; provided, Borrower mayhowever, provided it has given any prepayment received by Lender prior written notice in accordance with the terms of this Agreement, prepay the unpaid principal balance of the Loan in whole, but not in part, shall be accompanied by paying, together with the amount to be prepaid, (i) interest accrued and unpaid on the outstanding principal balance of the Loan being prepaid to and including the date of prepaymentExit Fee, (ii) unless prepayment is tendered on a Payment Date, an amount equal to the Breakage Costs and (iii) all interest that which would have accrued on the amount being prepaid after of the date of prepayment Loan to be paid through and including the next last day of the Interest Period related to the Monthly Payment Date had the prepayment not been made (which amount shall constitute additional consideration for the prepayment), (iii) all other sums then due under this Agreement, the Note, the Mortgage and the other Loan Documents, and (iv) if prepayment occurs prior to the Payment Date which is one month prior to the Maturity Date, a prepayment consideration (the "PREPAYMENT CONSIDERATION") equal to the greater of (A) one percent (1%) of the outstanding principal balance of the Loan being prepaid or (B) the excess, if any, of (1) the sum of the present values of all then-scheduled payments of principal and interest under this Agreement including, but not limited to, principal and interest on the Maturity Date (with each such payment discounted to its present value at next occurring following the date of prepayment at the rate whichsuch prepayment, when compounded monthly, is equivalent to the Prepayment Rate), over (2) the outstanding principal amount of the Loan. Lender shall notify Borrower of the amount and the basis of determination of the required prepayment consideration. (b) On the Payment Date that is one month prior to the Maturity Date, and on each day thereafter through the Maturity Date, Borrower may, at its option, prepay the Debt without payment of any Prepayment Consideration or other penalty or premium; PROVIDED, HOWEVERor, if such prepayment is not paid occurs on a regularly scheduled Monthly Payment Date, through and including the Debt last day of the Interest Period related to such Monthly Payment Date. Upon receipt of Borrower’s notice of prepayment given pursuant to this Section 2.4.1, Lender shall include provide Borrower with the amount of such Breakage Costs. If a notice of prepayment is given by Borrower to Lender pursuant to this Section 2.4.1, the amount designated for prepayment and all other sums required under this Section 2.4 shall be due and payable on the proposed prepayment date; provided, however, that a notice of prepayment may be revoked by written notice of revocation to Lender on or prior to the proposed prepayment date provided Borrower shall reimburse Lender, within five (5) Business Days of a receipt of an invoice therefore, for all of Lender’s reasonable out-of-pocket costs and expenses (including reasonable fees and disbursements of Lender’s counsel) incurred in connection with such anticipated prepayment. If for any reason Borrower prepays the Loan on a date other than a Monthly Payment Date, Borrower shall pay Lender, in addition to the Debt, all interest that which would have accrued on such prepayment the amount of the Loan to be paid through and including the last day immediately preceding the Maturity Date. Borrower's right to prepay any portion of the principal balance of Interest Period related to the Loan shall be subject to (i) Borrower's submission of a notice to Lender setting forth the amount to be prepaid and the projected date of prepayment, which date shall be no less than thirty (30) days from Monthly Payment Date next occurring following the date of such notice, and (ii) Borrower's actual payment to Lender of the amount to be prepaid as set forth in such notice on the projected date set forth in such notice or any day following such projected date occurring in the same calendar month as such projected dateprepayment.

Voluntary Prepayments. (i) Loan. Other than mandatory prepayments as set forth in Section 1.5(b), below, and in connection with Upgraded Notes Receivable and as provided in (y) below, prepayments of the Loan shall not be permitted during the Revolving Period nor during the first or second Loan Years, except through application of funds pursuant to Section 1.4(a). Any actual or attempted voluntary prepayment by Borrower in violation of such voluntary prepayment prohibition shall constitute an immediate Event of Default and Borrower shall pay interest at the Default Rate calculated and payable based on the aggregate committed Loan amount from and after the date of any such actual or attempted voluntary prepayment until the date that this prepayment prohibition is not longer applicable. Notwithstanding the foregoing, (x) if an inadvertent or erroneous actual or attempted voluntary prepayment occurs in violation of this Section 1.5 (a) Except as otherwise provided hereinby reason of a direction of funds to Lender in error, Borrower shall not have the right be entitled to withdraw such prepayment within five (5) Business Days after Borrower is notified in writing of such prepayment in which case, no Event of Default shall occur under this Section 1.5(a), and (y) Borrower shall be permitted to prepay the Loan in whole during or in part prior after the Revolving Period by reason of a dissolution of Borrower pursuant to the Permitted Prepayment Date. After the Permitted Prepayment Date, Borrower may, provided it has given Lender prior written notice in accordance with the terms of this AgreementSection 8.1(A)(2) of its limited liability company agreement provided that if such prepayment is made during the Revolving Period or during the first Loan Year, prepay Borrower shall pay to Lender a prepayment premium equal to three percent (3%) of the unpaid principal balance amount of such prepayment together with such prepayment. For avoidance of doubt, prepayment of the Loan during or after the Revolving Period by reason of a dissolution of Borrower permitted by the foregoing sentence shall not constitute an Event of Default or trigger interest at the Default Rate. Thereafter, voluntary prepayments of the Loan may be made in whole, but not in part, by paying, together with the amount on any scheduled interest payment date upon not less than five (5) Business Days prior written notice to Lender. The above-referenced Default Rate interest and prepayment premium which may be prepaid, (i) interest accrued applicable to certain Loan prepayments as set forth herein shall represent liquidated damages and unpaid on the outstanding principal balance reasonable calculation of Lender's lost profits in view of the Loan being prepaid to difficulties and including the date impracticality of prepayment, (ii) unless prepayment is tendered on a Payment Date, an amount equal to the interest that would have accrued on the amount being prepaid after the date of prepayment through and including the next Payment Date had the prepayment not been made (which amount shall constitute additional consideration for the prepayment), (iii) all other sums then due under this Agreement, the Note, the Mortgage and the other Loan Documents, and (iv) if prepayment occurs prior to the Payment Date which is one month prior to the Maturity Date, a prepayment consideration (the "PREPAYMENT CONSIDERATION") equal to the greater of (A) one percent (1%) of the outstanding principal balance of the Loan being prepaid or (B) the excess, if any, of (1) the sum of the present values of all then-scheduled payments of principal and interest under this Agreement including, but not limited to, principal and interest on the Maturity Date (with each such payment discounted to its present value at the date of prepayment at the rate which, when compounded monthly, is equivalent to the Prepayment Rate), over (2) the outstanding principal amount determining actual damages from early termination of the Loan. Lender shall notify Borrower of the amount and the basis of determination of the required prepayment consideration. (b) On the Payment Date that is one month prior to the Maturity Date, and on each day thereafter through the Maturity Date, Borrower may, at its option, prepay the Debt without payment of any Prepayment Consideration or other penalty or premium; PROVIDED, HOWEVER, if such prepayment is not paid on a regularly scheduled Payment Date, the Debt shall include interest that would have accrued on such prepayment through and including the day immediately preceding the Maturity Date. Borrower's right to prepay any portion of the principal balance of the Loan shall be subject to (i) Borrower's submission of a notice to Lender setting forth the amount to be prepaid and the projected date of prepayment, which date shall be no less than thirty (30) days from the date of such notice, and (ii) Borrower's actual payment to Lender of the amount to be prepaid as set forth in such notice on the projected date set forth in such notice or any day following such projected date occurring in the same calendar month as such projected date.

Voluntary Prepayments. (a) Except as otherwise provided herein, Borrower shall not have the right to prepay The outstanding principal amount of the Loan may not be prepaid in whole or in part prior to the Permitted Prepayment Dateexcept as expressly set forth herein. After the Permitted Prepayment Date, Borrower may, provided it has given at its option and upon ten (10) Business Days prior notice to Lender prior written notice in accordance with the terms of this Agreement(or such shorter period as may be permitted by Lender), prepay the unpaid principal balance of Debt in whole or in part on any Business Day after the Loan in whole, but not in part, by paying, together with the amount to be prepaid, (i) interest accrued and unpaid on the outstanding principal balance of the Loan being prepaid to and including the date of prepayment, (ii) unless Closing Date; provided that such prepayment is tendered on a Payment Date, an amount equal to the accompanied by: (a) all interest that which would have accrued on the amount being prepaid after of the date of prepayment Loan to be paid through and including the next last day of the Interest Period immediately prior to the applicable Payment Date had next occurring following the date of such prepayment (the “Interest Shortfall”), or, if such prepayment occurs on a Payment Date, through and including the last day of the Interest Period immediately prior to the applicable Payment Date (it being agreed that, other than with respect to a prepayment made on a Payment Date, if such prepayment occurs prior to the Determination Date for the Interest Period in which the prepayment not been made occurs, the amount of the Interest Shortfall payable under this clause (which amount a) on the prepayment date shall constitute additional consideration for be calculated at the prepaymentAssumed Note Rate), ; and (iiib) all other sums then due and payable under this Agreement, the Note, the Mortgage and the other Loan Documents, and all of Lender’s costs and expenses (ivincluding reasonable attorney’s fees and disbursements) incurred by Lender in connection with such prepayment; provided, however, that if the Interest Shortfall paid on the prepayment date was calculated based upon the Assumed Note Rate, upon determination of LIBOR on the Determination Date for the Interest Period in which the prepayment occurs, (i) if prepayment occurs prior to the Payment Date which Applicable Interest Rate for such Interest Period is one month prior to less than the Maturity DateAssumed Note Rate, a prepayment consideration Lender shall promptly (the "PREPAYMENT CONSIDERATION") equal to the greater of (A) one percent (1%) of the outstanding principal balance of the Loan being prepaid or (B) the excess, if any, of (1) the sum of the present values of all then-scheduled payments of principal and interest under this Agreement including, but not limited to, principal and interest on the Maturity Date (with each such payment discounted to its present value at the date of prepayment at the rate which, when compounded monthly, is equivalent to the Prepayment Rate), over in no event later than two (2) Business Days after the outstanding principal applicable Determination Date) refund to Borrower the amount of the Loan. Lender shall notify Borrower excess of the Interest Shortfall paid on the prepayment date, as calculated at the Assumed Note Rate, over the actual amount and the basis of determination of the required prepayment consideration. (b) On Interest Shortfall, as calculated at the Payment Date that is one month prior to the Maturity Date, and on each day thereafter through the Maturity Date, Borrower may, at its option, prepay the Debt without payment of any Prepayment Consideration or other penalty or premium; PROVIDED, HOWEVER, if such prepayment is not paid on a regularly scheduled Payment Date, the Debt shall include interest that would have accrued on such prepayment through and including the day immediately preceding the Maturity Date. Borrower's right to prepay any portion of the principal balance of the Loan shall be subject to (i) Borrower's submission of a notice to Lender setting forth the amount to be prepaid and the projected date of prepayment, which date shall be no less than thirty (30) days from the date of such noticeApplicable Interest Rate, and (ii) Borrower's actual payment if the Applicable Interest Rate for such Interest Period is greater than the Assumed Note Rate, Borrower shall promptly (and in no event later than two (2) Business Days after the applicable Determination Date) pay to Lender the amount of the excess of the actual Interest Shortfall, as calculated at the Applicable Interest Rate, over the amount to be prepaid as set forth in such notice of the Interest Shortfall paid on the projected prepayment date, as calculated at the Assumed Note Rate. No prepayment premium or fee shall be due in connection with any prepayment of the Loan. If a notice of prepayment is given by Borrower to Lender pursuant to this Section 2.4.1, the amount designated for prepayment and all other sums required under this Section 2.4 shall be due and payable on the proposed prepayment date; provided, however, Borrower shall have the right to postpone or revoke such prepayment upon written notice to Lender not less than two (2) Business Days prior to the date set forth such prepayment is due so long as Borrower pays Lender and/or Servicer all actual out-of-pocket third party costs and expenses incurred by Lender or Servicer in connection with such notice postponement or any day following such projected date occurring in the same calendar month as such projected daterevocation.

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

Voluntary Prepayments. (a) Except as otherwise provided hereinPrior to the Lockout Release Date, Borrower shall not have the right to prepay outstanding principal amount of the Loan may not be prepaid in whole or in part prior to part. On the Permitted Prepayment last day of any Interest Accrual Period occurring on or after the Lockout Release Date. After the Permitted Prepayment Date, provided no Event of Default has occurred and is continuing, Borrower may, provided it has given at its option and upon prior notice to Lender prior written notice in accordance with the terms of this Agreementas set forth herein, prepay the unpaid principal balance Debt in whole; provided that such prepayment is accompanied by the Prepayment Premium, if any. Lender shall not be obligated to accept such prepayment unless it is accompanied by the Prepayment Premium (if any) due in connection therewith. Notwithstanding the foregoing, payment of the Loan Prepayment Premium shall be waived in whole, but not in part, by paying, together with the amount to be prepaid, (i) interest accrued and unpaid on the outstanding principal balance of event Borrower refinances the Loan being prepaid to and including the date of prepaymentwith a new permanent loan from Xxxxx Fargo Bank, N.A. (ii) unless which may be provided by Xxxxx Fargo Bank, N.A., in its sole discretion). Any prepayment is tendered received by Lender on a Payment Date, an amount equal to date other than the last day of any Interest Accrual Period shall include interest that which would have accrued on the amount being prepaid after the from such date of prepayment through and including the next Payment Date had last day of the Interest Accrual Period during which such prepayment not been is being made (which amount shall constitute additional consideration for the prepayment), (iii) all other sums then due under this Agreementsuch amounts, the Note“Interest Shortfall”). Additionally, Borrower shall pay any Interest Rate Protection Breakage Costs and any Breakage Costs (provided that the Mortgage and the other Loan Documents, and (ivsame are not duplicative of any Interest Shortfall paid in connection with such prepayment) if in connection with any prepayment occurs prior to the Payment Date which is one month prior to the Maturity Date, a prepayment consideration (the "PREPAYMENT CONSIDERATION") equal to the greater of (A) one percent (1%) of the outstanding principal balance of the Loan being prepaid or (B) the excess, if any, of (1) the sum of the present values of all then-scheduled payments of principal and interest under this Agreement including, but not limited to, principal and interest on the Maturity Date (with each such payment discounted to its present value at the date of prepayment at the rate which, when compounded monthly, is equivalent to the Prepayment Rate), over (2) the outstanding principal amount of the Loan. Lender shall notify Borrower of the amount and the basis of determination of the required prepayment consideration. (b) On the Payment Date that is one month prior As a condition to the Maturity Date, and on each day thereafter through the Maturity Dateany voluntary prepayment, Borrower may, at shall give Lender written notice (a “Prepayment Notice”) of its option, prepay the Debt without payment of any Prepayment Consideration or other penalty or premium; PROVIDED, HOWEVER, if such prepayment is not paid on a regularly scheduled Payment Date, the Debt shall include interest that would have accrued on such prepayment through and including the day immediately preceding the Maturity Date. Borrower's right intent to prepay any portion of the principal balance of the Loan shall be subject to (i) Borrower's submission of a notice to Lender setting forth the amount to be prepaid and the projected date of prepaymentprepay, which date shall notice must be no less than given at least thirty (30) and not more than ninety (90) days prior to the Business Day upon which prepayment is to be made and must specify the Business Day on which such prepayment is to be made. Borrower hereby agrees that, in the event Borrower delivers a Prepayment Notice and fails to prepay the Loan in accordance with the Prepayment Notice and the terms of this Section 2.7 (a “Prepayment Failure”), Borrower shall indemnify Lender from the date of such noticeand against, and shall be responsible for, all Losses (iiincluding any consequential damages) Borrower's actual payment incurred by Lender with respect to Lender of the amount to be prepaid as set forth in any such notice on the projected date set forth in such notice or any day following such projected date occurring in the same calendar month as such projected datePrepayment Failure.

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

Voluntary Prepayments. (a) Except as otherwise provided herein, Borrower shall not have the right to prepay the Loan in whole or in part prior to the Permitted Prepayment Date. After On or after the Permitted Prepayment Date, Borrower may, provided it has given Lender prior written notice in accordance with the terms of this Loan Agreement, prepay the unpaid principal balance of the Loan in whole, but not in part, by paying, together with the amount to be prepaid, (i) interest accrued and unpaid on the outstanding principal balance of the Loan being prepaid to and including the date of prepayment, (ii) unless prepayment is tendered on a Payment Date, an amount equal to the interest that would have accrued on the amount being prepaid after the date of prepayment through and including the next Payment Date had the prepayment not been made (which amount shall constitute additional consideration for the prepayment), (iii) all other sums then due under this Loan Agreement, the Note, the Mortgage and the other Loan Documents, and (iv) if prepayment occurs prior to the Payment Date which is one month three (3) months prior to the Maturity Date, a prepayment consideration (the "PREPAYMENT CONSIDERATION"“Prepayment Consideration”) equal to the greater of (A) one percent (1%) of the outstanding principal balance of the Loan being prepaid or (B) the excess, if any, of (1) the sum of the present values of all then-scheduled payments of principal and interest under this Loan Agreement including, but not limited to, principal and interest due on the Maturity Date February 1, 2011 (with each such payment discounted to its present value at the date of prepayment at the rate which, when compounded monthly, is equivalent to the Prepayment Rate), over (2) the outstanding principal amount of the Loan. Lender shall notify Borrower of the amount and the basis of determination of the required prepayment consideration. (b) On the Payment Date that is one month three (3) months prior to the Maturity Date, and on each day thereafter through the Maturity Date, Borrower may, at its option, prepay the Debt without payment of any Prepayment Consideration or other penalty or premium; PROVIDEDprovided, HOWEVERhowever, if such prepayment is not paid on a regularly scheduled Payment Date, the Debt shall include interest that would have accrued on such prepayment through and including the day immediately preceding the Maturity Date. Borrower's ’s right to prepay any portion of the principal balance of the Loan shall be subject to (i) Borrower's ’s submission of a notice to Lender setting forth the amount to be prepaid and the projected date of prepayment, which date shall be no less than thirty (30) days from the date of such notice, and (ii) Borrower's ’s actual payment to Lender of the amount to be prepaid as set forth in such notice on the projected date set forth in such notice or any day following such projected date occurring in the same calendar month as such projected date.

Voluntary Prepayments. (a) Except as otherwise provided herein, Borrower shall not have the right to prepay the Loan in whole or in part prior to On and after the Permitted Prepayment Date. After the Permitted Prepayment Date, Borrower may, provided it has given Lender prior written notice in accordance with the terms of this Agreement, prepay the unpaid principal balance of the Loan in whole, but not in part, by paying, together with the amount to be prepaid, (i) interest accrued and unpaid on the outstanding principal balance of the Loan being prepaid to and including the date of prepayment, (ii) unless prepayment is tendered on a Payment Date, an amount equal to the interest that would have accrued on the amount being prepaid after the date of prepayment through and including the next Payment Date had the prepayment not been made (which amount shall constitute additional consideration for the prepayment), (iii) all other sums then due under this Agreement, the Note, the Mortgage and the other Loan Documents, and (iv) if prepayment occurs prior to the Payment Date which is one month prior to the Maturity Date, a prepayment consideration (the "PREPAYMENT CONSIDERATION") equal to the greater of (A) one percent (1%) of the outstanding principal balance of the Loan being prepaid or (B) the excess, if any, of (1) the sum of the present values of all then-scheduled payments of principal and interest under this Agreement including, but not limited to, principal and interest on the Maturity Date (with each such payment discounted to its present value at the date of prepayment at the rate which, when compounded monthly, is equivalent to the Prepayment Rate), over (2) the outstanding principal amount of the Loan. Lender shall notify Borrower of the amount and the basis of determination of the required prepayment consideration. (b) On the Payment Date that is one month prior to the Maturity Date, and on each day thereafter through the Maturity Date, Borrower may, at its option, prepay the Debt in whole but not in part on any Business Day without payment of any Yield Maintenance Premium, provided, the following conditions are satisfied: (ii) Borrower shall provide prior written notice to Lender specifying the date upon which the prepayment is to be made, which notice shall be delivered to Lender not less than five (5) Business Days prior to such Prepayment Consideration Date (or other penalty such shorter period of time as may be permitted by Lender in its sole discretion). Borrower’s notice of prepayment shall create an obligation of Borrower to prepay the Loan or premiuma portion thereof as set forth therein, but may be rescinded by a written notice to Lender prior to the applicable Prepayment Date. Borrower agrees to indemnify Lender and to hold Lender harmless from and against any and all costs and expenses Lender sustains or incurs as a consequence of any such rescission of a notice of prepayment; PROVIDED, HOWEVER, if and (iii) If such prepayment is not paid made on a regularly scheduled day other than a Monthly Payment Date, the Debt shall include interest that would have accrued on then in connection with such prepayment through and including the day immediately preceding the Maturity Date. Borrower's right Borrower shall pay to prepay any portion of Lender, simultaneously with such prepayment, all interest on the principal balance of this Note then being prepaid which would have accrued through the last day of the month in which such prepayment occurs. Any prepayment received by Lender on a date other than a Monthly Payment Date shall be held by Lender (and the interest shall accrue for the benefit of Borrower) as collateral security for the Loan and shall be subject applied to the Debt on the next Monthly Payment Date. (b) Upon payment in full of all principal and interest due on the Loan and all other amounts due and payable under the Note and the other Loan Documents in accordance with the terms and provisions of the Loan Documents, upon the written request of Borrower, Lender shall (i) Borrower's submission release the Lien of a notice the Mortgages and all other security interests granted herein and under the other Loan Documents pursuant to an instrument or other document in form and substance reasonably satisfactory to Lender setting forth or (ii)(A) assign, or sever into two (2) or more separate loans and assign, the amount to be prepaid Mortgages and the projected date of prepaymentother Loan Documents to any Person designated by Borrower, which date assignment and severance documents shall be in recordable form, (B) deliver to or as directed by Borrower the original executed Note and all originally executed other notes which may have been consolidated, amended and/or restated in. connection with the execution of the Note or, with respect to any note where the original has been lost, destroyed or mutilated, a lost note affidavit for the benefit of the assignee lender and the title insurance company insuring the Mortgages, as assigned, in form sufficient to permit such title insurance company to insure the lien of the Mortgages as assigned to and held by the assignee without exception for any matter relating to the lost, destroyed or mutilated note; provided that in no less than thirty event shall Lender be required to deliver any indemnity with respect thereto, (30C) days from execute and deliver an allonge with respect to the date Note and any other note(s) described in the clause (B) above, (D) deliver the original recorded copies of such noticethe Mortgages in Lender’s possession or, at Borrower’s sole cost and expense, certified copies of record, and (iiE) Borrower's actual execute and deliver such other instruments of conveyance, assignment, termination, severance and release (including appropriate UCC statements) in recordable form as may reasonably be requested by Borrower to evidence such assignment and/or severance, provided, in each case, without covenant, recourse, representation (other than representations that such assignment has been duly authorized and that Lender has not otherwise assigned or encumbered the Mortgages or the other Loan Documents except as expressly contemplated therein) or warranty by Lender and notwithstanding anything to the contrary contained herein, pursuant to instruments or other documents in form and substance reasonably satisfactory to Lender. Concurrently with the payment to Lender of all principal and interest on, and all other amounts due and payable under the amount to be prepaid Note and the other Loan Documents, and whether or not Borrower shall request a release or an assignment as set forth in this Section 2.4.1(b), Lender shall deliver to Borrower (1) a payoff letter in customary form, (2) all original insurance policies relating to the Property held by or on behalf of Lender, (3) any amounts held in escrow or in any reserve account pursuant to the Loan Documents or otherwise, (4) any other collateral that may have been delivered to Lender in connection with the Loan, and (5) a termination (subject to customary “clawback” provisions) of any guaranties delivered to Lender in connection with the Loan (except to the extent of any obligations thereunder that are expressly-intended to survive pursuant to the terms thereof), duly executed by Lender, in each case with respect to clause (1) or (5), in form and substance reasonably satisfactory to Lender. In connection with any transaction contemplated by this Section 2.4.1(b), Borrower shall submit to Lender for its review, not less than ten (10) Business Days prior to the date of any release or assignment of the Mortgages or the payment in full of the Debt (or such notice on shorter period of time as may be permitted by Lender in its sole discretion), all instruments and documents to be executed by Lender (other than a payoff letter under clause (1) above). All reasonable out-of-pocket costs and expenses incurred by Lender pursuant to this Section 2.4.1(b) shall be paid by Borrower (other than any costs and expenses incurred by Lender in connection with the projected date set forth preparation and delivery of a lost note affidavit in such notice accordance with clause (ii)(B) above or a payoff letter as contemplated by clause (1) above and provided that in no event shall Borrower be required to pay any day following such projected date occurring fee or premium in the same calendar month as such projected dateconnection herewith).

Voluntary Prepayments. (a) Except as otherwise provided herein, Borrower shall not have the right to prepay the Loan in whole or in part prior to the Permitted Prepayment Date. After On or after the Permitted Prepayment Date, Borrower may, provided it has given Lender prior written notice in accordance with the terms of this Agreement, prepay the unpaid principal balance of the Loan in whole, but not in part, by paying, together with the amount to be prepaid, (i) interest accrued and unpaid on the outstanding principal balance of the Loan being prepaid to and including the date of prepayment, (ii) unless prepayment is tendered on a Payment Date, an amount equal to the interest that would have accrued on the amount being prepaid after the date of prepayment through and including the next Payment Date had the prepayment not been made (which amount shall constitute additional consideration for the prepayment), (iii) all other sums then due under this Agreement, the Note, the Mortgage and the other Loan Documents, and (iv) if prepayment occurs prior to the Payment Date which is one month three (3) months prior to the Maturity Date, a prepayment consideration (the "PREPAYMENT CONSIDERATION"“Prepayment Consideration”) equal to the greater of (A) one percent (1%) of the outstanding principal balance of the Loan being prepaid or (B) the excess, if any, of (1) the sum of the present values of all then-scheduled payments of principal and interest under this Agreement including, but not limited to, principal and interest due on the Maturity Date January 1, 2010 (with each such payment discounted to its present value at the date of prepayment at the rate which, when compounded monthly, is equivalent to the Prepayment Rate), over (2) the outstanding principal amount of the Loan. Lender shall notify Borrower of the amount and the basis of determination of the required prepayment consideration. (b) On the Payment Date that is one month three (3) months prior to the Maturity Date, and on each day thereafter through the Maturity Date, Borrower may, at its option, prepay the Debt without payment of any Prepayment Consideration or other penalty or premium; PROVIDEDprovided, HOWEVERhowever, if such prepayment is not paid on a regularly scheduled Payment Date, the Debt shall include interest that would have accrued on such prepayment through and including the day immediately preceding the Maturity Date. Borrower's ’s right to prepay any portion of the principal balance of the Loan shall be subject to (i) Borrower's ’s submission of a notice to Lender setting forth the amount to be prepaid and the projected date of prepayment, which date shall be no less than thirty (30) days from the date of such notice, and (ii) Borrower's ’s actual payment to Lender of the amount to be prepaid as set forth in such notice on the projected date set forth in such notice or any day following such projected date occurring in the same calendar month as such projected date.

Voluntary Prepayments. (a) Except as otherwise provided herein, Borrower shall not have the right to prepay the Loan in whole or in part prior to the Permitted Prepayment Stated Maturity Date. After Subject to Section 2.4.3 hereof, on the Permitted Prepayment Lockout Expiration Date, and on any Business Day thereafter, Borrower may, provided it has given Lender at its option and upon not less than thirty (30) days prior written notice in accordance with the terms of this Agreementto Lender, prepay the unpaid principal balance Outstanding Principal Balance in whole only with payment of the Loan in wholeYield Maintenance Premium; provided, but not in parthowever, by payingthat, together with the amount to be prepaid, (i) interest accrued and unpaid on the outstanding principal balance payment of the Loan being prepaid Yield Maintenance Premium shall not be required if the prepayment occurs on or after the Open Prepayment Date. A notice of prepayment made under this Sections 2.4.1(a) or 2.4.1(b) may be revoked by Borrower if written notice of such revocation is delivered by Borrower to and including Lender on or before the date of prepayment, that is five (ii5) unless prepayment is tendered on a Payment Date, an amount equal to the interest that would have accrued on the amount being prepaid after the date of prepayment through and including the next Payment Date had the prepayment not been made (which amount shall constitute additional consideration for the prepayment), (iii) all other sums then due under this Agreement, the Note, the Mortgage and the other Loan Documents, and (iv) if prepayment occurs Business Days prior to the Payment Date which is one month prepayment date set forth in the notice of prepayment. If Borrower delivers to Lender notice of prepayment and subsequently revokes such notice prior to prepayment, Borrower shall promptly reimburse Lender for all reasonable out-of-pocket costs and expenses incurred by Lender (including any reasonable attorneys’ fees) due to such revoked notice or otherwise in connection with the Maturity Date, a prepayment consideration (the "PREPAYMENT CONSIDERATION") equal to the greater of (A) one percent (1%) of the outstanding principal balance of the Loan being prepaid or (B) the excess, if any, of (1) the sum of the present values of all then-scheduled payments of principal and interest under this Agreement including, but not limited to, principal and interest on the Maturity Date (with each such payment discounted to its present value at the date of prepayment at the rate which, when compounded monthly, is equivalent to the Prepayment Rate), over (2) the outstanding principal amount of the Loan. Lender shall notify Borrower of the amount and the basis of determination of the required prepayment considerationanticipated prepayment. (b) On the Payment Prepayment Lockout Expiration Date that is one month prior to the Maturity Date, and on each day thereafter through the Maturity Dateany Business Day thereafter, Borrower may, at its optionBorrower’s option and upon not less than twenty (20) days prior notice to Lender, prepay the Debt without Outstanding Principal Balance in part in connection with (x) payment of any a DSCR Remedial Payment Amount to effect a Cash Sweep Event Cure under clause (iii) of the definition of “Cash Sweep Event Cure” which amount Lender shall apply to the Outstanding Principal Balance or (y) payment of a DSCR Remedial RF Payment Amount to effect a cure of a Reserve Funds Trigger Period under clause (iii) of the definition of “Reserve Funds Trigger Period” which amount Lender shall apply to the Outstanding Principal Balance. Any such prepayment pursuant to this Section 2.4.1(b) shall include the payment of the Yield Maintenance Premium; provided, however, that, payment of the Yield Maintenance Premium shall not be required if the prepayment occurs on or after the Open Prepayment Consideration or other penalty or premium; PROVIDEDDate. (c) Any prepayment received by Lender under this Section 2.4.1 shall be accompanied by (a) all interest which would have accrued on the principal amount prepaid through, HOWEVERbut not including, the next occurring Monthly Payment Date (or, if such prepayment is not paid occurs on a regularly scheduled Monthly Payment Date, the Debt shall include interest that would have accrued on through, but not including, such prepayment through Monthly Payment Date), (b) all other sums then due and including the day immediately preceding the Maturity Date. Borrower's right to prepay any portion of the principal balance of payable under the Loan shall be subject to Documents, (ic) Borrower's submission of a notice to Lender setting forth the amount to be prepaid and the projected date of prepaymentYield Maintenance Premium, which date shall be no less than thirty (30) days from the date of such noticeif any, and (iid) Borrower's actual payment to all reasonable out-of-pocket costs and expenses incurred by Lender of the amount to be prepaid as set forth in connection with such notice on the projected date set forth in such notice or any day following such projected date occurring in the same calendar month as such projected dateprepayment.

Voluntary Prepayments. (a) Except as otherwise Borrower shall have the right, at any time and from time to time, to prepay the Loans without penalty or premium; provided hereinthat, notwithstanding anything to the contrary set forth herein or in any Loan Document, the Borrower shall not have the right to prepay the Loan in whole terminate or in part reduce any Revolving Credit Facility Commitment prior to the Permitted Prepayment Final Revolving Commitment Termination Date. After the Permitted Prepayment Date, Borrower may, provided it has given Lender shall give Agent notice of any such prepayment with respect to Base Rate Loans and not less than 3 Eurodollar Business Days prior written notice of any such prepayment with respect to LIBOR Rate Loans, which notice shall specify the date on which such prepayment is to be made (which shall be a Business Day or Eurodollar Business Day, as applicable). Each such prepayment shall be in an aggregate minimum amount of $250,000, and integral multiples of $50,000 in excess of such amount, in each case, and shall include interest accrued on the amount prepaid to, but not including, the date of payment in accordance with the terms hereof (or, in each case, such lesser amount constituting the amount of this Agreementall Loans then outstanding). The foregoing to the contrary notwithstanding, (x) Borrower may not make a partial principal prepayment on a LIBOR Rate Loan; and (y) Borrower may prepay the unpaid principal balance of the Loan in whole, but not in part, by paying, together with the amount to be prepaid, (i) interest accrued and unpaid on the full outstanding principal balance of the Loan being prepaid to and including the date of prepayment, (ii) unless prepayment is tendered on a Payment Date, an amount equal to the interest that would have accrued on the amount being prepaid after the date of prepayment through and including the next Payment Date had the prepayment not been made (which amount shall constitute additional consideration for the prepayment), (iii) all other sums then due under this Agreement, the Note, the Mortgage and the other LIBOR Rate Loan Documents, and (iv) if prepayment occurs prior to the Payment Date which end of the Interest Period, provided, that such prepayment is one month prior to the Maturity Date, accompanied by a prepayment consideration fee (the "PREPAYMENT CONSIDERATIONLIBOR Prepayment Fee") equal to the greater of (A) one percent (1%) of the outstanding principal balance of the Loan being prepaid or (B) the excessamount, if any, of by which (1i) the sum of additional interest which would have been earned by the present values of all then-scheduled payments of principal and interest under this Agreement includingLender Group had the LIBOR Rate Loan not been prepaid, but not limited to, principal and interest on the Maturity Date (with each such payment discounted to its present value at the date of prepayment at the rate which, when compounded monthly, is equivalent to the Prepayment Rate), over (2) the outstanding principal amount of the Loan. Lender shall notify Borrower of the amount and the basis of determination of the required prepayment consideration. (b) On the Payment Date that is one month prior to the Maturity Date, and on each day thereafter through the Maturity Date, Borrower may, at its option, prepay the Debt without payment of any Prepayment Consideration or other penalty or premium; PROVIDED, HOWEVER, if such prepayment is not paid on a regularly scheduled Payment Date, the Debt shall include interest LIBOR Rate that would have accrued on such prepayment through and including been applicable thereto, for the day immediately preceding the Maturity Date. Borrower's right to prepay any portion of the principal balance of the Loan shall be subject to (i) Borrower's submission of a notice to Lender setting forth the amount to be prepaid and the projected date of prepayment, which date shall be no less than thirty (30) days period from the date of such noticeprepayment to the last day of the then current Interest Period therefore, and exceeds (ii) Borrower's actual payment to the interest which would have been recoverable by the Lender Group by placing the amount of the amount to be prepaid as set forth LIBOR Rate Loan on deposit in such notice the LIBOR market for a period starting on the projected date set forth in such notice or any on which it was prepaid and ending on the last day following such projected date occurring in of the same calendar month as such projected dateapplicable Interest Period. Agent’s calculation of the LIBOR Prepayment Fee will be deemed conclusive absent manifest error.

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

Voluntary Prepayments. (a) Except From and after the date hereof, so long as otherwise provided hereinno Event of Default shall have occurred and be continuing, Borrower shall not have the right may, at its option and upon at least ten (10) days prior written notice to Lender (or such shorter period as may be permitted by Lender), prepay the Loan Debt in whole or in part prior to the Permitted Prepayment Date. After the Permitted Prepayment Datepart, Borrower maybut in no event shall any partial prepayment be less than $5,000,000.00, provided it has given Lender prior written notice in accordance that, other than with respect to a prepayment from the terms of this Agreement, prepay the unpaid principal balance proceeds of the Loan in wholeFive Acre Release Price, but not in partwhich shall be governed by the provisions of Section 2.5 hereof, any prepayment is accompanied by paying, together with the amount to be prepaid, (i) interest accrued and unpaid if such prepayment occurs on the outstanding principal balance of the Loan being prepaid to and including the a date of prepayment, (ii) unless prepayment is tendered on other than a Payment Date, an amount equal to all interest, at the interest that Applicable Interest Rate, which would have accrued on the amount being of the Outstanding Principal Balance prepaid after (in accordance with Section 2.4.3(a) hereof) through, but not including, the date next succeeding ninth (9th) day of a calendar month, or, if such prepayment occurs on a Payment Date, through and including the next last day of the Interest Period immediately prior to the applicable Payment Date had Date; (ii) if such prepayment occurs prior to the prepayment not been made (which Initial Maturity Date, the Prepayment Premium due with respect to the amount shall constitute additional consideration for the prepayment)prepaid, and (iii) all other sums then due and payable under this Agreement, the Note, the Mortgage Note and the other Loan Documents, and (iv) if prepayment occurs prior to the Payment Date which is one month prior to the Maturity Date, a prepayment consideration (the "PREPAYMENT CONSIDERATION") equal to the greater of (A) one percent (1%) of the outstanding principal balance of the Loan being prepaid or (B) the excess, if any, of (1) the sum of the present values of all then-scheduled payments of principal and interest under this Agreement including, but not limited to, principal the Breakage Costs, if any, and interest all of Lender’s costs and expenses (including reasonable attorney’s fees and disbursements) incurred by Lender in connection with such prepayment. If a notice of prepayment is given by Borrower to Lender pursuant to this Section 2.4.1, the amount designated for prepayment and all other sums required under this Section 2.4 shall be due and payable on the Maturity Date (with each proposed prepayment date; provided, however, Borrower shall have the right to postpone or revoke such payment discounted prepayment upon written notice to its present value at the date of prepayment at the rate which, when compounded monthly, is equivalent to the Prepayment Rate), over Lender not less than two (2) the outstanding principal amount of the Loan. Lender shall notify Borrower of the amount and the basis of determination of the required prepayment consideration. (b) On the Payment Date that is one month Business Days prior to the Maturity Date, and on each day thereafter through the Maturity Date, Borrower may, at its option, prepay the Debt without payment of any Prepayment Consideration or other penalty or premium; PROVIDED, HOWEVER, if date such prepayment is not paid on a regularly scheduled Payment Date, the Debt shall include interest that would have accrued on due so long as Borrower pays Lender and/or Servicer all actual out-of-pocket third party costs and expenses incurred by Lender and/or Servicer in connection with such prepayment through and including the day immediately preceding the Maturity Date. Borrower's right to prepay any portion of the principal balance of the Loan shall be subject to (i) Borrower's submission of a notice to Lender setting forth the amount to be prepaid and the projected date of prepayment, which date shall be no less than thirty (30) days from the date of such notice, and (ii) Borrower's actual payment to Lender of the amount to be prepaid as set forth in such notice on the projected date set forth in such notice postponement or any day following such projected date occurring in the same calendar month as such projected daterevocation.

Voluntary Prepayments. (a) Except as otherwise provided herein, Borrower shall not have the right to may prepay the Loan in whole or in part prior at any time and from time to time provided, that (i) no Event of Default is continuing as of the Permitted Prepayment Date. After date of the Permitted Prepayment Date, applicable prepayment; (ii) Borrower may, provided it has given gives Lender not less than ten (10) days’ prior written notice in accordance with of the terms of this Agreement, prepay the unpaid principal balance amount of the Loan in wholethat Borrower intends to prepay and the intended date of prepayment which notice shall be revocable or subject to modification (including extension of the intended prepayment date) by Borrower at any time (the “Prepayment Notice”); (iii) if any prepayment is made during the period commencing on the first calendar day immediately following a Payment Date to, but not including, the Determination Date in partsuch calendar month, Borrower shall pay to Lender the Interest Shortfall amount, if any, estimated by payingLender to be due in connection with such prepayment, together with provided, that once the Interest Rate for the next occurring Interest Period can be determined, Lender shall calculate the actual amount of interest required to be paid by Borrower for such prepayment and (x) if the Interest Shortfall paid to Lender is in excess of the amount required to be paid pursuant to this Section 2.4.1(a), Lender shall promptly return to Borrower such excess amount and (y) if the Interest Shortfall is less than the amount required to be paid pursuant to this Section 2.4.1(a), Borrower shall pay to Lender within three (3) Business Days of notice from Lender, the amount of such deficiency; and (iv) Borrower pays Lender, in addition to the outstanding principal amount of the Loan to be prepaid, (iA) all interest accrued and unpaid on the outstanding principal balance of the Loan being prepaid to and including the date of prepayment, (ii) unless prepayment is tendered on a Payment Date, an amount equal to the interest that which would have accrued on the amount being prepaid after of the Loan to be paid through and including (x) if such prepayment occurs prior to a Securitization, the date on which such prepayment is made or (y) if such prepayment occurs following a Securitization, the last day of the Interest Period related to the Payment Date next occurring following the date of such prepayment or, if such prepayment occurs on a Payment Date, interest which would have accrued on the prepayment amount through and including the next last day of the Interest Period related to such Payment Date had the prepayment not been made (which amount shall constitute additional consideration for the prepaymentall such interest payable under this clause (y), the “Additional Interest”); (iiiB) all other sums then due and payable under this Agreement, the Note, the Mortgage and the other Loan Documents, including, but not limited to the actual Breakage Costs (if any and provided that if such prepayment includes the payment of Additional Interest, no Breakage Costs shall be payable to Lender) and all of Lender’s reasonable, actual out-of-pocket costs and expenses (including reasonable attorney’s fees and disbursements) incurred by Lender in connection with such prepayment of the Loan and any actual out-of-pocket costs and expenses incurred in connection with a rescinded or extended Prepayment Notice; and (C) if such prepayment is made prior to the Spread Maintenance End Date and exceeds the Free Prepayment Amount, the Spread Maintenance Payment on the amount in excess of the Free Prepayment Amount. (b) Notwithstanding the other provisions of this Section 2.4.1, Borrower shall be permitted to prepay the Loan (which amount shall not exceed fifteen percent (15%) of the original principal balance of the Loan, in the aggregate) (the “Free Prepayment Amount”), at any time without any Spread Maintenance Payment or other prepayment penalty, premium or charge, provided (i) there is no Event of Default continuing as of the date of the applicable prepayment, (ii) Borrower provides a Prepayment Notice to Lender in the manner specified in Section 2.4.1(a), (iii) if any prepayment is made during the period commencing on the first calendar day immediately following a Payment Date to, but not including, the Determination Date in such calendar month, Borrower shall pay to Lender the Interest Shortfall amount, if any, estimated by Lender to be due in connection with such prepayment, provided, that once the Interest Rate for the next occurring Interest Period can be determined, Lender shall calculate the actual amount of interest required to be paid by Borrower for such prepayment and (x) if the Interest Shortfall paid to Lender is in excess of the amount required to be paid pursuant to this Section 2.4.1(b), Lender shall promptly return to Borrower such excess amount and (y) if the Interest Shortfall is less than the amount required to be paid pursuant to this Section 2.4.1(b), Borrower shall pay to Lender within three (3) Business Days of notice from Lender, the amount of such deficiency and (iv) Borrower pays Lender, in addition to the amount to be prepaid, if such prepayment occurs on a day that is not a Payment Date, (x) if such prepayment occurs prior to a rated Securitization, all amounts of interest which would have accrued on the Payment Date amount to be prepaid through and including the date on which such prepayment is one month prior to the Maturity Date, a prepayment consideration (the "PREPAYMENT CONSIDERATION") equal to the greater of (A) one percent (1%) of the outstanding principal balance of the Loan being prepaid made or (By) if such prepayment occurs following a rated Securitization, the excess, if any, of (1) the sum of the present values of Additional Interest; and all then-scheduled payments of principal other sums then due and interest payable under this Agreement Agreement, the Note, and the other Loan Documents, including, but not limited to, principal all of Lender’s third party reasonable costs and interest on expenses (including reasonable attorneys’ fees and disbursements) incurred by Lender in connection with such prepayment, including, without limitation, any actual Breakage Costs (if any and provided that if such prepayment includes the Maturity Date payment of Additional Interest, no additional Breakage Costs shall be payable to Lender) and costs and expenses associated with any revoked or extended Prepayment Notice. (with each such payment discounted c) Each Mezzanine Borrower shall be permitted to make voluntary prepayments in respect of its present value at respective Mezzanine Loan. Any voluntary prepayments may be applied by the date of prepayment at the rate which, when compounded monthly, is equivalent Mezzanine Borrowers to the Prepayment Rate)related Mezzanine Loans in reverse sequential order (i.e., over first, to the most junior Mezzanine Loan then outstanding until such Mezzanine Loan is paid in full and then to the next most junior Mezzanine Loan (2or if only one Mezzanine Loan is then outstanding, to such Mezzanine Loan) until such Mezzanine Loan is paid in full) in accordance with the outstanding principal amount applicable Mezzanine Loan Documents, in each case, without any obligation of Borrower to make a corresponding prepayment of the Loan. Lender ; provided that the foregoing shall notify Borrower of the amount and the basis of determination of the required prepayment consideration. (b) On the Payment Date that is one month prior to the Maturity Date, and on each day thereafter through the Maturity Date, Borrower may, at its option, prepay the Debt without payment of any Prepayment Consideration or other penalty or premium; PROVIDED, HOWEVER, if such prepayment is not paid on a regularly scheduled Payment Date, the Debt shall include interest that would have accrued on such prepayment through and including the day immediately preceding the Maturity Date. Borrower's right to prepay any portion of the principal balance of the Loan shall be subject apply to (i) Borrower's submission of prepayments made to achieve a notice to Lender setting forth the amount to be prepaid and the projected date of prepaymentDebt Yield Cure, which date shall be no less than thirty (30) days from made concurrently with a pro rata prepayment of the date of such noticeLoan and each Mezzanine Loan, and (ii) Borrower's actual payment to Lender prepayments made from Excess Cash Flow Reserve Funds, which shall be made concurrently with a pro rata prepayment of the amount to be prepaid as set forth Loan under this Agreement and each Mezzanine Loan under the applicable Mezzanine Loan Agreement and (iii) prepayments in such notice on connection with a release of any Property from the projected date set forth in such notice or any day following such projected date occurring in Lien of the same calendar month as such projected dateMortgage.

Voluntary Prepayments. (a) Except as otherwise provided herein, Borrower Borrowers shall not have the right to prepay the Loan at any time, in whole or in part part, from time to time (each, a “Voluntary Prepayment”), on the following terms and conditions: (i) Borrower gives Administrative Agent written notice of its intent to prepay all or a portion of the Loan (“Prepayment Notice”), (A) at least eight (8) Business Days prior to the Permitted Prepayment Date. After intended prepayment date if the Permitted Prepayment Dateamount being prepaid is greater than $200,000,000 or (B) at least five (5) Business Days prior to the intended prepayment date if the amount being prepaid is less than or equal to $200,000,000, Borrower mayin each case such notice to specify the amount of the prepayment and the specific Financed Properties, provided it has given Lender prior written notice if any, that Borrowers seek to have released from the Collateral; (ii) Borrowers shall deposit or shall cause to be deposited into the Payment Account, in accordance with addition to the terms of this Agreement, prepay the unpaid outstanding principal balance amount of the Loan in whole, but not in part, by paying, together with the amount to be prepaid, (iA) interest all accrued and unpaid interest on the outstanding principal balance amount of the Loan being prepaid to be paid through and including the date of prepaymentsuch prepayment occurs; (B) all Breakage Costs, (ii) unless prepayment is tendered on a Payment Dateif any, an amount equal to the interest extent that would Borrowers have accrued on the amount being prepaid after the date of prepayment through and including the next Payment Date had the prepayment not been made written notice thereof from Lenders; (which amount shall constitute additional consideration for the prepayment), (iiiC) all other sums then due and payable under this Agreement, the NoteNotes, the Mortgage and the other Loan Documents; (D) any termination payments due from a Borrower in connection with the reduction of the Hedge Notional Amount or the notional amount under any Pre-Trigger Hedge Agreement, in each case, as a result of such Voluntary Prepayment; and (E) any applicable Exit Fee; (iii) after giving effect to such Voluntary Prepayment, the Hedge Notional Amount shall not exceed the Loan Amount, or if a Hedging Trigger Event has not occurred, the aggregate notional amount under all Pre-Trigger Hedge Agreements shall not exceed the Loan Amount; and (iv) if prepayment occurs prior to the Payment Date which is one month prior to the Maturity Date, a prepayment consideration (the "PREPAYMENT CONSIDERATION") equal to the greater of (A) one percent (1%) of the outstanding principal balance of the Loan being prepaid or (B) the excess, if any, of (1) the sum of the present values of all then-scheduled payments of principal and interest under this Agreement including, but Borrowers may not limited to, principal and interest on the Maturity Date (with each such payment discounted to its present value at the date of prepayment at the rate which, when compounded monthly, is equivalent to the Prepayment Rate), over make more than two (2) the outstanding principal Voluntary Prepayments in any calendar month. The amount of the Loan. Lender shall notify Borrower of the amount designated for prepayment and the basis of determination of the all other sums required prepayment consideration. (b) On the Payment Date that is one month prior to the Maturity Date, and on each day thereafter through the Maturity Date, Borrower may, at its option, prepay the Debt without payment of any Prepayment Consideration or other penalty or premium; PROVIDED, HOWEVER, if such prepayment is not paid on a regularly scheduled Payment Date, the Debt shall include interest that would have accrued on such prepayment through and including the day immediately preceding the Maturity Date. Borrower's right to prepay any portion of the principal balance of the Loan under this Section 2.5.1 shall be subject to (i) Borrower's submission of a notice to Lender setting forth the amount to be prepaid due and the projected date of prepayment, which date shall be no less than thirty (30) days from the date of such notice, and (ii) Borrower's actual payment to Lender of the amount to be prepaid as set forth in such notice payable on the projected prepayment date set forth in the Prepayment Notice; provided that Borrowers shall have the right to revoke, without premium or penalty, other than applicable Breakage Costs, the Prepayment Notice by written notice of such notice or any day following such projected revocation delivered to the Administrative Agent and each Lender at least three (3) Business Days prior to the intended prepayment date occurring set forth in the same calendar month as Prepayment Notice. Upon deposit into the Payment Account of the amount of such projected dateprepayment, together with any Breakage Costs required in connection therewith, after receipt of the Borrower’s notice referred to above, the Payment Agent shall pay to each Lender its Pro Rata Share of the amount deposited by or on behalf of the Borrowers into the Payment Account for such purpose. The Exit Fee shall be due and payable at the time of such prepayment (including on the Facility Termination Date), provided, that notwithstanding anything herein or in any other Loan Document to the contrary, no Exit Fee shall be due or payable in connection with (i) the removal of Properties from the Collateral pursuant to a Third Party Purchase Option or (ii) the removal of Lender Approved Release Properties identified in Schedule IV to the Disclosure Letter.

Voluntary Prepayments. (a) Except as otherwise provided herein, Borrower shall not have the right to prepay the Loan in whole or in part prior to the Permitted Prepayment Date. After On the Permitted Prepayment Date, or on any date thereafter, Borrower may, provided it has given Lender at its option and upon fifteen (15) days prior written notice in accordance with the terms of this Agreementto Lender, prepay the unpaid principal balance Debt in whole or in part without payment of the Loan in wholeYield Maintenance Premium, but not in part, by paying, together with the amount provided Borrower pays to be prepaid, (i) interest Lender all accrued and unpaid interest on the outstanding amount of principal balance of the Loan being prepaid to through and including the date of prepaymentprepayment and, (ii) unless if such prepayment occurs on a date which is tendered on not a Payment Date, an amount equal to the all interest that which would have accrued on the amount of principal being prepaid after the date of such prepayment through and including to the next Payment Date had (the “Interest Shortfall Payment”). Borrower shall be permitted the right to rescind, amend or revoke its notice of prepayment not been made given in accordance with this Section 2.3.1, provided that (which amount shall constitute additional consideration for the prepayment)i) a written notice of such rescission, amendment or revocation is received by Lender no sooner than two (iii2) all other sums then due under this Agreement, the Note, the Mortgage and the other Loan Documents, and (iv) if prepayment occurs Business Days prior to the Payment Date which is one month prior to the Maturity Date, a prepayment consideration (the "PREPAYMENT CONSIDERATION") equal to the greater of (A) one percent (1%) of the outstanding principal balance of the Loan being prepaid or (B) the excess, if any, of (1) the sum of the present values of all then-scheduled payments of principal and interest under this Agreement including, but not limited to, principal and interest on the Maturity Date (with each such payment discounted to its present value at the date of prepayment at the rate which, when compounded monthly, is equivalent to the Prepayment Rate), over (2) the outstanding principal amount of the Loan. Lender shall notify indicated by Borrower of the amount and the basis of determination of the required prepayment consideration. (b) On the Payment Date that is one month prior to the Maturity Date, and on each day thereafter through the Maturity Date, Borrower may, at its option, prepay the Debt without payment of any Prepayment Consideration or other penalty or premium; PROVIDED, HOWEVER, if such prepayment is not paid on a regularly scheduled Payment Date, the Debt shall include interest that would have accrued on such prepayment through and including the day immediately preceding the Maturity Date. Borrower's right to prepay any portion of the principal balance of the Loan shall be subject to (i) Borrower's submission of a notice to Lender setting forth the amount to be prepaid and the projected date of prepayment, which date shall be no less than thirty (30) days from the date of such notice, and (ii) Borrower's actual payment any such written notice amending the date of prepayment shall specify a date of prepayment no later than the first Payment Date following the date of prepayment specified in the initial notice to Lender Lender. In the event of a rescission, revocation or failure to prepay the amount to be prepaid as set forth in such notice Loan on the projected date set forth in any notice of prepayment (or amendment thereof), Borrower shall pay Lender’s reasonable costs and expenses incurred as a result of Lender’s receipt of such notice of prepayment and such subsequent rescission, revocation or any day following such projected date occurring in failure to prepay the same calendar month as such projected dateLoan.

Voluntary Prepayments. (a) Except as otherwise provided hereinset forth in this Section 2.4, Borrower shall not have the right to prepay all or any portion of the Loan in whole or in part prior to the Permitted Prepayment DateDebt. After the Permitted Prepayment DateLockout Period, Borrower may, provided it has given Lender prior written notice in accordance with the terms of this Agreement, may prepay the unpaid principal balance of the Loan Debt in whole, but not in part, on any Payment Date, provided the following conditions are satisfied: (a) no Default or Event of Default shall be occurring on either the date the required prepayment notice is received by paying, together with Lender or the amount Prepayment Date; (b) Borrower shall give written notice to Lender specifying the Payment Date on which a prepayment is to be prepaid, made (i) interest accrued and unpaid on the outstanding principal balance of the Loan being prepaid to and including the date of prepaymentany prepayment hereunder, whether pursuant to such notice or not, and whether voluntary or involuntary, being herein referred to as the “Prepayment Date”) not more than sixty (ii60) unless prepayment is tendered on a Payment Date, an amount equal days and not less than ten (10) days prior to the Prepayment Date if such Prepayment Date occurs prior to a Securitization and thirty (30) days prior to the Prepayment Date if such Prepayment Date occurs following a Securitization; and (c) the applicable Prepayment Consideration, if any, is paid by Borrower to Lender with such prepayment of the entire Debt in full. Additionally, any such prepayment not actually received by Lender before 4:00 p.m., central time, on the fifth (5th) day of the month must also include the interest that which would have accrued on the amount being prepaid after of such prepayment during the date of prepayment through and including the next Payment Date had entire Interest Accrual Period in which the prepayment not been made (which amount shall constitute additional consideration for the prepayment), (iii) all other sums then due under this Agreement, the Note, the Mortgage and the other Loan Documents, and (iv) if is made. A prepayment occurs notice may be revoked by Borrower in a writing delivered to Lender at any time on or prior to the Payment Date which is one month prior to fifth (5th) Business Day preceding the Maturity proposed Prepayment Date; provided that, in the event of any revocation of a prepayment consideration (the "PREPAYMENT CONSIDERATION") equal to the greater of (A) one percent (1%) of the outstanding principal balance of the Loan being prepaid or (B) the excess, if any, of (1) the sum of the present values of all then-scheduled payments of principal and interest under this Agreement including, but not limited to, principal and interest on the Maturity Date (with each such payment discounted to its present value at the date of prepayment at the rate which, when compounded monthly, is equivalent to the Prepayment Rate), over (2) the outstanding principal amount of the Loan. Lender shall notify Borrower of the amount and the basis of determination of the required prepayment consideration. (b) On the Payment Date that is one month prior to the Maturity Date, and on each day thereafter through the Maturity Datenotice, Borrower may, at its option, prepay the Debt without payment of any Prepayment Consideration or other penalty or premium; PROVIDED, HOWEVER, if such prepayment is not paid on a regularly scheduled Payment Date, the Debt shall include interest that would have accrued on such prepayment through and including the day immediately preceding the Maturity Date. Borrower's right to prepay any portion of the principal balance of the Loan shall be subject obligated to reimburse Lender for all of its costs and expenses (iincluding reasonable legal fees and costs) Borrower's submission of a notice to incurred by Lender setting forth in connection with the amount to be prepaid and the projected date of prepayment, which date shall be no less than thirty anticipated prepayment within ten (3010) days from the date of such notice, and (ii) Borrower's actual payment to Lender of the amount to be prepaid as set forth in such notice on the projected date set forth in such notice or any day following such projected date occurring in the same calendar month as such projected dateLender’s request.

Voluntary Prepayments. (a) Except as otherwise provided hereinThe Borrowers may, Borrower shall not have the right at any time and from time to time, prepay the Loan in whole or in part prior to the Permitted Prepayment Date. After the Permitted Prepayment Date, Borrower may, provided it has given Lender prior written notice in accordance with the terms and provisions set forth in this Section 2.4.1 and Section 2.5.3. (a) The Borrowers acting together shall deliver written notice (the “Prepayment Notice”) to the Agent specifying the date upon which the prepayment of this Agreement, prepay the unpaid principal balance all or any portion of the Loan in whole, but not in part, by paying, together with the amount is to be prepaidmade (the “Prepayment Date”), which notice shall be delivered to the Agent not less than thirty (30) days and not more than ninety (90) days prior to the Prepayment Date. The Borrowers may revoke the Prepayment Notice or defer the Prepayment Date prior to the date falling five (5) Business Days prior to the Prepayment Date set forth in the Prepayment Notice (or thereafter if the revocation or deferral was caused by (I) the failure of a potential purchaser of any Property or such potential purchaser’s lender to consummate the purchase of, or financing of the purchase of, such Property, (II) the counterparty to a purchase contract for such Property deferring the closing thereunder or (III) a failure of a lender to any Borrower to consummate the refinancing of the Debt); the Borrowers shall pay to the Agent and the Lender, all expenses incurred by the Agent or the Lender in connection with any revoked or deferred Prepayment Notice; (b) The Borrowers shall pay to the Agent, simultaneously with such prepayment, (i) interest accrued and unpaid on the outstanding principal balance of the Loan being prepaid to and including the date of prepayment, (ii) unless prepayment is tendered on if such Prepayment Date shall not be a Payment Date, an amount equal to all accrued and unpaid interest calculated at the interest that would have accrued Applicable Interest Rate on the amount of principal being prepaid after the date of prepayment through and including the next occurring Payment Date had Date; (ii) all costs and expenses of the Agent and Lender incurred in connection with the repayment or prepayment not been made (which amount shall constitute additional consideration for including without limitation, any costs and expenses associated with a release of the prepaymentLien of any Mortgage, if applicable, and attorneys’ fees and expenses), ; and (iii) all other sums then due under this Agreement, the Note, the Mortgage and Note or the other Loan Documents; and (c) On the Prepayment Date, and (iv) if prepayment occurs prior the Borrowers shall pay to the Payment Date which is one month prior to the Maturity Date, a prepayment consideration (the "PREPAYMENT CONSIDERATION") equal to the greater of (A) one percent (1%) Agent all of the outstanding principal balance of Agent’s and the Loan being prepaid or (B) the excessLender’s costs and expenses, if any, of (1) the sum of the present values of all then-scheduled payments of principal and interest under this Agreement including, but not limited to, principal legal costs and interest on the Maturity Date (expenses incurred in connection with each such payment discounted to its present value at the date of prepayment at the rate which, when compounded monthly, is equivalent to the Prepayment Rate), over (2) the outstanding principal amount of the Loan. Lender shall notify Borrower of the amount and the basis of determination of the required prepayment considerationprepayment. (b) On the Payment Date that is one month prior to the Maturity Date, and on each day thereafter through the Maturity Date, Borrower may, at its option, prepay the Debt without payment of any Prepayment Consideration or other penalty or premium; PROVIDED, HOWEVER, if such prepayment is not paid on a regularly scheduled Payment Date, the Debt shall include interest that would have accrued on such prepayment through and including the day immediately preceding the Maturity Date. Borrower's right to prepay any portion of the principal balance of the Loan shall be subject to (i) Borrower's submission of a notice to Lender setting forth the amount to be prepaid and the projected date of prepayment, which date shall be no less than thirty (30) days from the date of such notice, and (ii) Borrower's actual payment to Lender of the amount to be prepaid as set forth in such notice on the projected date set forth in such notice or any day following such projected date occurring in the same calendar month as such projected date.

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

Voluntary Prepayments. (a) Except as otherwise provided hereinOn any Payment Date, Borrower shall not have the right to may, at its option, prepay the Loan in whole or in part prior to part, upon satisfaction of the Permitted Prepayment Date. After the Permitted Prepayment Date, following conditions: (a) Borrower may, provided it has given Lender shall provide prior written notice in accordance with to Lender (which notice shall be irrevocable) specifying the terms of this Agreement, prepay Payment Date (the unpaid principal balance of “Prepayment Date”) upon which the Loan in whole, but not in part, by paying, together with the amount prepayment is to be prepaidmade, which notice shall be delivered to Lender not less than twenty (20) Business Days prior to such payment; (b) Borrower shall pay to Lender, simultaneously with such prepayment (including any prepayment made pursuant to Section 2.5 hereof), (i) interest all accrued and unpaid interest calculated at the Applicable Interest Rate on the outstanding amount of principal balance of the Loan being prepaid to through and including the date of prepayment, (ii) unless prepayment is tendered on a Payment Date, Prepayment Date together with an amount equal to the interest that would have accrued at the Applicable Interest Rate on the amount of principal being prepaid after through the end of the Interest Period in which such prepayment occurs, notwithstanding that such Interest Period extends beyond the date of prepayment through and including the next Payment Date had the prepayment not been made (which amount shall constitute additional consideration for the prepayment), (ii) Breakage Costs, if any, without duplication of any sums paid pursuant to the preceding clause (i); (iii) the Prepayment Premium, if any, (iv) the Spread Maintenance Premium, if any and (iv) all other sums then due under this Agreement, the Note, the Mortgage and Note or the other Loan Documents; (c) each prepayment shall be in an aggregate principal amount of $1,000,000.00 or any integral multiple of $100,000.00 in excess thereof, unless such prepayment is a prepayment in full of the Loan; and (d) Mortgage Borrower simultaneously prepays a pro rata portion of the Mortgage Loan pursuant to the Mortgage Loan Agreement; If a notice of prepayment is given by Borrower to Lender pursuant to this Section 2.3.1, the amount designated for prepayment and all other sums required under this Section 2.3.1 shall be due and payable on the Prepayment Date. Notwithstanding the foregoing, Borrower shall be permitted the right to rescind and revoke or postpone its notice of prepayment given in accordance with this Section 2.3.1, provided that (ivi) if prepayment occurs a written notice of such rescission and revocation or postponement is received by Lender no later than three (3) Business Days prior to the Payment Prepayment Date which is one month prior and (ii) Borrower pays all Breakage Costs and all of Lender’s reasonable out-of-pocket costs and expenses incurred as a result of Lender’s receipt of such notice of prepayment and Borrower’s failure to the Maturity Date, a prepayment consideration (the "PREPAYMENT CONSIDERATION") equal to the greater of (A) one percent (1%) prepay all or any portion of the outstanding unpaid principal balance of the Loan being prepaid Note. Notwithstanding anything to the contrary contained in this Section 2.3.1 or Sections 2.5, 2.6 or 2.7 hereof, Borrower shall not be permitted to prepay the principal balance of any Note in whole or in part unless (Ba) the excessin connection with a partial prepayment of any Note, if any, of (1) the sum Borrower simultaneously with such partial prepayment tenders a similar partial prepayment of the present values of all then-scheduled payments of principal and interest under this Agreement includingother Note, but not limited to, principal and interest on the Maturity Date (with each such payment discounted to its present value at the date of prepayment at the rate which, when compounded monthly, is equivalent which prepayments shall be applied pro rata to the Prepayment Rate), over (2) the outstanding principal amount of the Loan. Lender shall notify Borrower of the amount and the basis of determination of the required prepayment consideration. (b) On the Payment Date that is one month prior to the Maturity Date, and on each day thereafter through the Maturity Date, Borrower may, at its option, prepay the Debt without payment of any Prepayment Consideration or other penalty or premium; PROVIDED, HOWEVER, if such prepayment is not paid on a regularly scheduled Payment Date, the Debt shall include interest that would have accrued on such prepayment through and including the day immediately preceding the Maturity Date. Borrower's right to prepay any portion reduction of the principal balance of the Loan shall be subject to (i) Borrower's submission of a notice to Lender setting forth the amount to be prepaid and the projected date of prepayment, which date shall be no less than thirty (30) days from the date of such notice, each Note and (iib) Borrower's actual payment to Lender in connection with a prepayment in whole of any Note, Borrower simultaneously tenders a prepayment of the amount to be prepaid as set forth in such notice on the projected date set forth in such notice or any day following such projected date occurring in the same calendar month as such projected dateother Note.

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

Voluntary Prepayments. (a) Except as otherwise provided hereinin this Section 2.3.1 and in Section 2.3.2, Borrower shall not have the right to prepay the Loan Loan, in whole or in part part, prior to the Permitted Prepayment Maturity Date. After Borrower shall have no right to prepay the Permitted Prepayment DateLoan, in whole or in part, prior to the Payment Date occurring in February 2008. Thereafter Borrower may, provided it has given Lender upon at least ten (10) days prior written notice in accordance with the terms of this Agreementto Lender, prepay the unpaid principal balance of the Loan in whole, whole but not in partpart at anytime, by paying, together with the amount to be prepaid, (i) interest accrued and unpaid on the outstanding principal balance of the Loan being prepaid to and including the date of prepayment, (ii) unless prepayment is tendered on a Payment Date, an amount equal to the interest that would have accrued on the amount being prepaid after the date of prepayment through and including the next Payment Date had the prepayment not been made (which amount shall constitute additional consideration for the prepayment), (iii) all other sums then due under this Agreement, the Note, the Mortgage and the other Loan Documents, and (iv) provided however if such prepayment occurs prior to the Payment Date which is one month prior to the Maturity Dateoccurring in August, a prepayment consideration 2008 (the "PREPAYMENT CONSIDERATION") equal to the greater of (A) one percent (1%) of the outstanding principal balance of the Loan being prepaid or (B) the excess, if any, of (1) the sum of the present values of all then-scheduled payments of principal and interest under this Agreement including, but not limited to, principal and interest on the Maturity Date (with each such payment discounted to its present value at the date of prepayment at the rate which, when compounded monthly, is equivalent to the “Permitted Prepayment RateDate”), over (2) Borrower shall also pay Lender the outstanding principal amount of the Loanapplicable Spread Maintenance Premium. Lender shall notify Borrower of the amount and the basis of determination of the required prepayment consideration. (b) On the Payment Permitted Prepayment Date that is one month prior to the Maturity Date, and or on each day thereafter through the Maturity Dateany date thereafter, Borrower may, at its optionoption and upon at least ten (10) days prior written notice to Lender, prepay the entire Debt without payment of the Spread Maintenance Premium. Borrower may revoke any Prepayment Consideration notice of prepayment at any time prior to the date of such prepayment. Borrower shall promptly reimburse Lender for any reasonable out-of-pocket costs and expenses associated with any such revocation. In addition, Borrower agrees that (a) in the event that a prepayment shall be made during the period commencing on the first calendar day immediately following a Payment Date to, but not including, the LIBOR Determination Date in such calendar month, such payment shall be accompanied by a payment of interest on the amount of principal being prepaid that Lender determines would be payable by Borrower if such prepayment had been made on or other penalty or premiumafter such LIBOR Determination Date but prior to the succeeding Payment Date calculated using a per annum interest rate equal to 6.25% plus the Spread (such amount, the “Estimated Interest Payment”). In the event that the Estimated Interest Payment paid by Borrower to Lender exceeds the amount that otherwise would have been payable by Borrower if the final interest payment amount was calculated based on the interest rate determined on the applicable LIBOR Determination Date (the “Actual Required Payment”), Lender shall refund to Borrower an amount equal to the Estimated Interest Payment minus the Actual Required Payment. In the event the Estimated Interest Payment paid by Borrower is less than the Actual Required Payment, Borrower shall, promptly upon demand by Lender, pay to Lender an amount equal to the Actual Required Payment minus the Estimated Interest Payment; PROVIDED(b) if such prepayment is made on a Payment Date, HOWEVERthen in connection with such prepayment Borrower shall pay to Lender, simultaneously with such prepayment, all interest on the principal balance of the Note then being prepaid which would have accrued through the end of the Accrual Period then in effect notwithstanding that such Accrual Period extends beyond the date of such prepayment; and (c) subject to subsection (a) above, if such prepayment is not paid made on a regularly scheduled day other than a Payment Date, the Debt shall include interest that would have accrued on then in connection with such prepayment through and including the day immediately preceding the Maturity Date. Borrower's right Borrower shall pay to prepay any portion of Lender, simultaneously with such prepayment, all interest on the principal balance of the Loan shall be subject to (i) Borrower's submission Note then being prepaid which would have accrued through the end of a notice to Lender setting forth the amount to be prepaid and the projected date of prepayment, which date shall be no less than thirty (30) days from Accrual Period then in effect notwithstanding that such Accrual Period extends beyond the date of such noticeprepayment; provided, however, that if such date is a date on or after the LIBOR Determination Date in such calendar month and (ii) Borrower's actual payment prior to the first day of the Accrual Period that commences in such calendar month, Borrower shall also pay to Lender in connection with such prepayment all interest on the principal balance of this Note then being prepaid which would have accrued through the end of the amount next succeeding Accrual Period. Any prepayment received by Lender on a date other than a Payment Date shall be held by Lender as collateral security for the Loan and shall be applied to be prepaid as set forth in such notice the Debt on the projected date set forth in such notice or any day following such projected date occurring in the same calendar month as such projected datenext Payment Date.

Voluntary Prepayments. (a) Except as otherwise provided herein, Borrower shall not have the right to prepay the Loan in whole or in part prior to part. Provided no Event of Default shall have occurred and be continuing, Borrower shall have the Permitted Prepayment Date. After right, at any time after the Permitted Prepayment Closing Date, Borrower may, provided it has given Lender prior written notice in accordance with the terms of this Agreement, to prepay the unpaid principal balance of the Loan Debt in whole, whole (but not in part, by paying, together with the amount to be prepaid, ) upon (ia) interest accrued and unpaid on the outstanding principal balance of the Loan being prepaid to and including the date of prepayment, (ii) unless prepayment is tendered on a Payment Date, an amount equal to the interest that would have accrued on the amount being prepaid after the date of prepayment through and including the next Payment Date had the prepayment not been made (which amount shall constitute additional consideration for the prepayment), (iii) all other sums then due under this Agreement, the Note, the Mortgage and the other Loan Documents, and (iv) if prepayment occurs prior to the Payment Date which is one month prior to the Maturity Date, a prepayment consideration (the "PREPAYMENT CONSIDERATION") equal to the greater of (A) one percent (1%) of the outstanding principal balance of the Loan being prepaid or (B) the excess, if any, of (1) the sum of the present values of all then-scheduled payments of principal and interest under this Agreement including, but not limited to, principal and interest on the Maturity Date (with each such payment discounted to its present value at the date of prepayment at the rate which, when compounded monthly, is equivalent to the Prepayment Rate), over (2) the outstanding principal amount of the Loan. Lender shall notify Borrower of the amount and the basis of determination of the required prepayment consideration. (b) On the Payment Date that is one month prior to the Maturity Date, and on each day thereafter through the Maturity Date, Borrower may, at its option, prepay the Debt without payment of any Prepayment Consideration or other penalty or premium; PROVIDED, HOWEVER, if such prepayment is not paid on a regularly scheduled Payment Date, the Debt shall include interest that would have accrued on such prepayment through and including the day immediately preceding the Maturity Date. Borrower's right to prepay any portion of the principal balance of the Loan shall be subject to (i) Borrower's submission of a notice to Lender setting forth the amount to be prepaid and the projected date of prepayment, which date shall be no less than thirty (30) days from prior notice to Lender (or such shorter period of time as may be permitted by Lender in its sole discretion), specifying the date of such notice, Monthly Payment Date on which prepayment is to be made (a “Prepayment Date”) and (iib) Borrower's actual payment of an amount equal to the Yield Maintenance Premium. Additionally, on and after the Monthly Payment Date occurring in September, 2017 (the “Permitted Prepayment Date”), Borrower may, provided no Event of Default has occurred, at its option and upon thirty (30) days prior notice to Lender (or such shorter period of time as may be permitted by Lender in its sole discretion), prepay the Debt in whole on any date without payment of the amount Yield Maintenance Premium. Lender shall not be obligated to accept any prepayment of the Debt on prior to the Permitted Prepayment Date unless it is accompanied with Yield Maintenance Premium. Any prepayment received by Lender on a date other than a Monthly Payment Date shall include interest which would have accrued thereon to the next Monthly Payment Date (“Short Interest”) and such amounts (i.e., principal and interest prepaid by Borrower) shall be held by Lender as collateral security for the Loan in an interest bearing account at an Eligible Institution, with interest accruing on such amounts to the benefit of Borrower; such amounts prepaid as set forth in such notice shall be applied to the Loan on the projected next Monthly Payment Date, with any interest on such funds paid to Borrower on such date set forth in such notice or any day following such projected date occurring in provided no Event of Default then exists. Any partial prepayment shall be applied to the same calendar month as such projected datelast payments of principal due under the Loan.

Voluntary Prepayments. (a) Except as otherwise provided herein, Borrower shall not have the right to prepay The outstanding principal amount of the Loan may not be prepaid in whole or in part prior to the Permitted Prepayment Dateexcept as expressly set forth herein. After the Permitted Prepayment Date, Borrower may, provided it has given at its option and upon ten (10) Business Days prior notice to Lender prior written notice in accordance with the terms of this Agreement(or such shorter period as may be permitted by Lender), prepay the unpaid principal balance of Debt in whole or in part on any Business Day after the Loan in whole, but not in part, by paying, together with the amount to be prepaid, (i) interest accrued and unpaid on the outstanding principal balance of the Loan being prepaid to and including the date of prepayment, (ii) unless Closing Date; provided that such prepayment is tendered on a Payment Date, an amount equal to the accompanied by: (a) all interest that which would have accrued on the amount being prepaid after of the date of prepayment Loan to be paid through and including the next last day of the Interest Period immediately prior to the applicable Payment Date had next occurring following the date of such prepayment (the “Interest Shortfall”), or, if such prepayment occurs on a Payment Date, through and including the last day of the Interest Period immediately prior to the applicable Payment Date (it being agreed that, other than with respect to a prepayment made on a Payment Date, if such prepayment occurs prior to the Determination Date for the Interest Period in which the prepayment not been made occurs, the amount of the Interest Shortfall payable under this clause (which amount a) on the prepayment date shall constitute additional consideration for be calculated at the prepaymentAssumed Note Rate), ; and (iiib) all other sums then due and payable under this Agreement, the Note, the Mortgage and the other Loan Documents, and all of Lender’s costs and expenses (ivincluding reasonable attorney’s fees and disbursements) incurred by Lender in connection with such prepayment; provided, however, that if the Interest Shortfall paid on the prepayment date was calculated based upon the Assumed Note Rate, upon determination of LIBOR on the Determination Date for the Interest Period in which the prepayment occurs, (i) if prepayment occurs prior to the Payment Date which Applicable Interest Rate for such Interest Period is one month prior to less than the Maturity DateAssumed Note Rate, a prepayment consideration Lender shall promptly (the "PREPAYMENT CONSIDERATION") equal to the greater of (A) one percent (1%) of the outstanding principal balance of the Loan being prepaid or (B) the excess, if any, of (1) the sum of the present values of all then-scheduled payments of principal and interest under this Agreement including, but not limited to, principal and interest on the Maturity Date (with each such payment discounted to its present value at the date of prepayment at the rate which, when compounded monthly, is equivalent to the Prepayment Rate), over in no event later than two (2) Business Days after the outstanding principal applicable Determination Date) refund to Borrower the amount of the Loan. Lender shall notify Borrower excess of the Interest Shortfall paid on the prepayment date, as calculated at the Assumed Note Rate, over the actual amount and the basis of determination of the required prepayment consideration. (b) On Interest Shortfall, as calculated at the Payment Date that is one month prior to the Maturity Date, and on each day thereafter through the Maturity Date, Borrower may, at its option, prepay the Debt without payment of any Prepayment Consideration or other penalty or premium; PROVIDED, HOWEVER, if such prepayment is not paid on a regularly scheduled Payment Date, the Debt shall include interest that would have accrued on such prepayment through and including the day immediately preceding the Maturity Date. Borrower's right to prepay any portion of the principal balance of the Loan shall be subject to (i) Borrower's submission of a notice to Lender setting forth the amount to be prepaid and the projected date of prepayment, which date shall be no less than thirty (30) days from the date of such noticeApplicable Interest Rate, and (ii) Borrower's actual payment if the Applicable Interest Rate for such Interest Period is greater than the Assumed Note Rate, Borrower shall promptly (and in no event later than two (2) Business Days after the applicable Determination Date) pay to Lender the amount of the excess of the actual Interest Shortfall, as calculated at the Applicable Interest Rate, over the amount to be prepaid as set forth in such notice of the Interest Shortfall paid on the projected date set forth prepayment date, as calculated at the Assumed Note Rate. No prepayment premium or fee shall be due in such connection with any prepayment of the Loan. If a notice or any day following such projected date occurring in of prepayment is given by Borrower to Lender pursuant to this Section 2.4.1, the same calendar month as such projected date.amount designated for prepayment and all other sums required under this

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

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

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

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

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

Voluntary Prepayments. (a) Except (i) in connection with a Deleveraging Prepayment and/or a CSFB Assets Prepayment, and (ii) as otherwise provided hereinin Section 2.4.2, Borrower shall not have the right to prepay the Loan in whole or in part prior to the Permitted Prepayment Release Date. After . (b) Borrower may voluntarily prepay the Permitted Loan in whole or in part if prepayment is made in connection with either (x) a Deleveraging Prepayment, (y) on and after the Prepayment Release Date, Borrower maySection 2.6.2(e)(ii)(A) hereof, or (z) on and after the Prepayment Release Date, the release of any Individual Property as provided in Section 2.5.2 hereof, provided it that (i) no Event of Default exists; (ii) Lender has given received from Borrower all information reasonably requested by Lender relating to any such prepayment, (iii) Borrower gives Lender not less than fifteen (15) days prior written notice in accordance with of the terms of this Agreement, prepay the unpaid principal balance amount of the Loan that Borrower intends to prepay and such notice is delivered to Lender after Lender’s receipt of the information required pursuant to subsection (ii) above; and (iv) Borrower pays Lender, in whole, but not in part, by paying, together with addition to the outstanding principal amount of the Loan to be prepaid, (iA) all interest accrued and unpaid on the outstanding principal balance of the Loan being prepaid to and including the date of prepayment, (ii) unless prepayment is tendered on a Payment Date, an amount equal to the interest that which would have accrued on the amount being prepaid after of the date of prepayment Loan to be paid through and including the next last day of the Interest Period related to the Payment Date had next occurring following the date of such prepayment, or, if such prepayment not been made occurs on a Payment Date, through and including the last day of the Interest Period related to such Payment Date; (which amount shall constitute additional consideration for the prepayment), (iiiB) all other sums then due and payable under this Agreement, the Note, the Mortgage and the other Loan Documents, and (iv) if prepayment occurs prior to the Payment Date which is one month prior to the Maturity Date, a prepayment consideration (the "PREPAYMENT CONSIDERATION") equal to the greater of (A) one percent (1%) of the outstanding principal balance of the Loan being prepaid or (B) the excess, if any, of (1) the sum of the present values of all then-scheduled payments of principal and interest under this Agreement including, but not limited to, principal and interest on the Maturity Date (with each such payment discounted to its present value at the date of prepayment at the rate which, when compounded monthly, is equivalent to the Prepayment Rate), over Breakage Costs and all of Lender’s costs and expenses (2including reasonable attorney’s fees and disbursements) the outstanding principal amount of the Loan. incurred by Lender shall notify Borrower of the amount in connection with such prepayment; and the basis of determination of the required prepayment consideration. (bC) On the Payment Date that is one month prior to the Maturity Date, and on each day thereafter through the Maturity Date, Borrower may, at its option, prepay the Debt without payment of any Prepayment Consideration or other penalty or premium; PROVIDED, HOWEVER, if such prepayment is made prior to January 1, 2006, the Prepayment Premium or the Deleveraging Premium, as applicable; provided that if the Deleveraging Premium is required to be paid, Borrower shall not paid be required to pay the additional Prepayment Premium. If a notice of prepayment is given by Borrower to Lender pursuant to this Section 2.4.1(b), the amount designated for prepayment and all other sums required under this Section 2.4 shall be due and payable on the proposed prepayment date. Upon such a prepayment, the amount of principal due each month shall be recomputed based upon a level payment of principal and interest based upon the aggregate outstanding principal balances of the Loan, the Mezzanine Loan and the Junior Mezzanine Loan remaining following such prepayment, a debt service constant equal to seven and one-quarter percent (7.25%) and an amortization schedule of three hundred (300) months less the number of months (a) from the first (1st) day of the calendar month following the Closing Date to the date of such prepayment or (b) if the Closing Date is the first (1st) day of a calendar month, from the Closing Date to the date of such prepayment. Amortization shall be calculated based on a regularly scheduled Payment Date, the Debt shall include interest that would have accrued on such prepayment through and including the day immediately preceding the Maturity Date. Borrower's right to prepay any portion of the principal balance of the Loan shall be subject to (i) Borrower's submission of a notice to Lender setting forth the amount to be prepaid and the projected date of prepayment, which date shall be no less than thirty (30) days from day month and a three hundred sixty (360) day year accrual period. Such level payment of principal and interest shall be used only for purpose of recalculating the date amortization schedule. Lender’s determination of such notice, recalculated payment shall be binding and (ii) conclusive on Borrower's actual payment to Lender of the amount to be prepaid as set forth in such notice on the projected date set forth in such notice or any day following such projected date occurring in the same calendar month as such projected date.

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

Voluntary Prepayments. (a) Except as otherwise provided herein, Borrower shall not have the right right, at any time and from time to time, to prepay the Loan in whole Loans without penalty or in part prior premium. Borrower shall give Agent notice of any such prepayment with respect to the Permitted Prepayment Date. After the Permitted Prepayment Date, Borrower may, provided it has given Lender Base Rate Loans and not less than 3 Eurodollar Business Days prior written notice of any such prepayment with respect to LIBOR Rate Loans. In each case, such notice shall specify the date on which such prepayment is to be made (which shall be a Business Day or Eurodollar Business Day, as applicable). Each such prepayment shall be in an aggregate minimum amount of $250,000, and integral multiples of $50,000 in excess of such amount, in each case, and shall include interest accrued on the amount prepaid to, but not including, the date of payment in accordance with the terms hereof (or, in each case, such lesser amount constituting the amount of this Agreementall Loans then outstanding). The foregoing to the contrary notwithstanding, (x) Borrower may not make a partial principal prepayment on a LIBOR Rate Loan; and (y) Borrower may prepay the unpaid principal balance of the Loan in whole, but not in part, by paying, together with the amount to be prepaid, (i) interest accrued and unpaid on the full outstanding principal balance of the Loan being prepaid to and including the date of prepayment, (ii) unless prepayment is tendered on a Payment Date, an amount equal to the interest that would have accrued on the amount being prepaid after the date of prepayment through and including the next Payment Date had the prepayment not been made (which amount shall constitute additional consideration for the prepayment), (iii) all other sums then due under this Agreement, the Note, the Mortgage and the other LIBOR Rate Loan Documents, and (iv) if prepayment occurs prior to the Payment Date which end of the Interest Period, provided, that such prepayment is one month prior to the Maturity Date, accompanied by a prepayment consideration fee (the "PREPAYMENT CONSIDERATIONLIBOR Prepayment Fee") equal to the greater of (A) one percent (1%) of the outstanding principal balance of the Loan being prepaid or (B) the excessamount, if any, of by which (1i) the sum of additional interest which would have been earned by the present values of all then-scheduled payments of principal and interest under this Agreement includingLender Group had the LIBOR Rate Loan not been prepaid, but not limited to, principal and interest on the Maturity Date (with each such payment discounted to its present value at the date of prepayment at the rate which, when compounded monthly, is equivalent to the Prepayment Rate), over (2) the outstanding principal amount of the Loan. Lender shall notify Borrower of the amount and the basis of determination of the required prepayment consideration. (b) On the Payment Date that is one month prior to the Maturity Date, and on each day thereafter through the Maturity Date, Borrower may, at its option, prepay the Debt without payment of any Prepayment Consideration or other penalty or premium; PROVIDED, HOWEVER, if such prepayment is not paid on a regularly scheduled Payment Date, the Debt shall include interest LIBOR Rate that would have accrued on such prepayment through and including been applicable thereto, for the day immediately preceding the Maturity Date. Borrower's right to prepay any portion of the principal balance of the Loan shall be subject to (i) Borrower's submission of a notice to Lender setting forth the amount to be prepaid and the projected date of prepayment, which date shall be no less than thirty (30) days period from the date of such noticeprepayment to the last day of the then current Interest Period therefore, and exceeds (ii) Borrower's actual payment to the interest which would have been recoverable by the Lender Group by placing the amount of the amount to be prepaid as set forth LIBOR Rate Loan on deposit in such notice the LIBOR market for a period starting on the projected date set forth in such notice or any on which it was prepaid and ending on the last day following such projected date occurring in of the same calendar month as such projected dateapplicable Interest Period. Agent’s calculation of the LIBOR Prepayment Fee will be deemed conclusive absent manifest error.

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

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

Voluntary Prepayments. (a) Except as otherwise expressly provided herein, Borrower shall not have the right to prepay the Loan in whole or in part prior to the Permitted Prepayment Maturity Date. 41 0123905.0782082 4863-1270-3898v11 (b) After the Permitted Prepayment Date, Borrower may, provided it has given Lender at its option and upon thirty (30) days prior written notice in accordance with the terms of this Agreementto Lender, prepay the unpaid principal balance of the Loan Debt in whole, full (but not in part), by paying, together with the amount to be prepaid, provided that (i) interest accrued and unpaid on the outstanding principal balance of the Loan being prepaid to and including the date of prepayment[intentionally omitted], (ii) unless prepayment is tendered on a Payment Date, an amount equal to the interest that would have accrued on the amount being prepaid after the date of prepayment through and including the next Payment Date had the prepayment not been made (which amount shall constitute additional consideration for the prepayment), (iii) all other sums then due under this Agreement, the Note, the Mortgage and the other Loan Documents, and (iv) if prepayment occurs prior to the Payment Date which is one month prior to the Maturity Date, a prepayment consideration (the "PREPAYMENT CONSIDERATION") equal to the greater of (A) one percent (1%) of the outstanding principal balance of the Loan being prepaid or (B) the excess, if any, of (1) the sum of the present values of all then-scheduled payments of principal and interest under this Agreement including, but not limited to, principal and interest on the Maturity Date (with each such payment discounted to its present value at the date of prepayment at the rate which, when compounded monthly, is equivalent to the Prepayment Rate), over (2) the outstanding principal amount of the Loan. Lender shall notify Borrower of the amount and the basis of determination of the required prepayment consideration. (b) On the Payment Date that is one month prior to the Maturity Date, and on each day thereafter through the Maturity Date, Borrower may, at its option, prepay the Debt without payment of any Prepayment Consideration or other penalty or premium; PROVIDED, HOWEVER, if such prepayment is not paid on a regularly scheduled Payment Date, the Debt shall include interest that would have accrued on such prepayment through and including the day immediately preceding the Maturity Date. Borrower's right to prepay any portion of the principal balance of the Loan shall be subject to (i) Borrower's submission of submits a notice to Lender setting forth the amount to be prepaid and the projected date of prepaymentprepayment (the “Prepayment Date”), which date shall be no less than thirty (30) days from the date of such notice, (iii) Borrower pays to Lender (A) the unpaid principal amount of the Note, (B) all interest accrued and unpaid on the principal balance of the Note to and including the date of prepayment, (C) all other sums due under the Note, this Agreement and the other Loan Documents, (D) if such prepayment occurs prior to the Permitted Par Prepayment Date, the Yield Maintenance Premium (or, if an Event of Default then exists, the Yield Maintenance Default Premium pursuant to Section 2.3.3), and (iiE) Borrower's actual payment if such prepayment is not paid on a regularly scheduled Payment Date, interest for the full Accrual Period during which the prepayment occurs, notwithstanding that such Accrual Period extends beyond the date of prepayment. If a notice of prepayment is given by Borrower to Lender of pursuant to this Section 2.3.1, the amount to designated for prepayment and all other sums required under this Section 2.3.1 shall be prepaid as set forth in such notice due and payable on the projected Prepayment Date. A notice of prepayment may be revoked by Borrower or Borrower may change the repayment date if written notice of such revocation or change is delivered by Borrower to Lender on or before the date that is five (5) Business Days prior to the repayment date set forth in the notice of prepayment and Borrower pays any reasonable actual third-party costs and expenses incurred by Lender in connection with such revocation. (c) After the Permitted Prepayment Date, Borrower may, at its option and upon thirty (30) days prior written notice to Lender, prepay the Debt in part in connection with a Debt Yield Cure – Partial Prepayment or any day following a prepayment pursuant to Section 6.4(b)(i)(C) hereof, provided that (i) no Event of Default then exists, (ii) Borrower submits the notice to Lender described in Section 2.3.1(b)(ii) above to Lender setting forth the Prepayment Date, which date shall be no less than thirty (30) days from the date of such projected date occurring notice, (iii) Borrower pays to Lender (A) the amount described in the same calendar month definition of “Debt Yield Cure – Partial Prepayment” in Article I hereof, or the amount needed to achieve the Debt Service Coverage Ratio required by Section 6.4(b)(i)(C) (as applicable), (B) all interest accrued and unpaid on the principal balance of the Note being prepaid, including the date of prepayment, (C) all other sums due under the Note, this Agreement and the other Loan Documents, (D) if such projected dateprepayment occurs prior to the Permitted Par Prepayment Date, the Yield Maintenance Premium applicable to the amount being prepaid, and (E) if such prepayment is not paid on a regularly scheduled Payment Date, interest for the full Accrual Period during which the prepayment occurs, notwithstanding that such Accrual Period extends beyond the date of prepayment. If a notice of prepayment is given by Borrower to Lender pursuant to this Section 2.3.1, the amount designated for prepayment and all other sums required under this Section 2.3.1 shall be due and payable on the Prepayment Date. A notice of prepayment may be revoked by Borrower or Borrower may change the repayment date if written notice of such revocation or change is delivered by Borrower to Lender on or before the date that is five (5) Business Days prior to the repayment date set forth in the notice of prepayment and Borrower pays any reasonable actual third-party costs and expenses incurred by Lender in connection with such revocation. Notwithstanding the foregoing, Borrower shall also have the right to prepay the Debt in part in accordance with Section 2.5.2 hereof.

Voluntary Prepayments. (a) Except as otherwise provided herein, Borrower All voluntary prepayments shall not have be applied among the right to prepay the Loan in whole or in part prior to the Permitted Prepayment Date. After the Permitted Prepayment Date, Borrower may, provided it has given Lender prior written notice Lenders in accordance with the terms Pro Rata Share of this Agreement, prepay the unpaid principal balance of the Loan in whole, but not in part, by paying, together each. In connection with the amount to be prepaid, each voluntary prepayment: (ia) interest accrued and unpaid on the outstanding principal balance of the Loan being prepaid to and including the date of prepayment, (ii) unless prepayment is tendered on a Payment Date, an amount equal to the interest that would have accrued on the amount being prepaid after the date of prepayment through and including the next Payment Date had the prepayment not been made (which amount Borrower shall constitute additional consideration for the prepayment), (iii) all other sums then due under this Agreement, the Note, the Mortgage and the other Loan Documents, and (iv) if prepayment occurs prior to the Payment Date which is provide Agent with at least one month prior to the Maturity Date, a prepayment consideration (the "PREPAYMENT CONSIDERATION") equal to the greater of (A) one percent (1%) of the outstanding principal balance of the Loan being prepaid or (B) the excess, if any, of (1) the sum Business Day prior notice of the present values of all then-scheduled payments of principal and interest under this Agreement includingits intention to prepay, but not limited to, principal and interest on the Maturity Date (with each such payment discounted to its present value at the date of prepayment at the rate which, when compounded monthly, is equivalent to the Prepayment Rate), over (2) the outstanding principal amount of the Loan. Lender shall notify Borrower of specifying the amount and the basis date of determination of the required prepayment considerationsuch payment. (b) On Borrower shall concurrently with any prepayment in full of the Payment Date that is one month prior Revolving Credit pay the full amount of all interest accrued on the Revolving Credit and accrued fees (including without limitation the Unused Fee attributable to the Maturity Dateexpired portion of the period with respect to which such fees have not yet been paid), and on each day payments received shall be applied first to fees, then to accrued interest and thereafter through in reduction of principal. (c) Each prepayment of principal shall be in an amount equal to at least One Million Dollars ($1,000,000.00) (exclusive of the Maturity Date, Interest and fees payable in connection therewith and of the other amounts payable pursuant to this Agreement upon a prepayment). In the event Borrower may, at its option, prepay the Debt without payment makes a prepayment (whether voluntary or mandatory) of any Prepayment Consideration or other penalty or premium; PROVIDED, HOWEVER, if such prepayment is not paid on a regularly scheduled Payment Date, the Debt shall include interest that would have accrued on such prepayment through and including the day immediately preceding the Maturity Date. Borrower's right to prepay any portion of the principal balance Loans bearing interest at a rate based on the Adjusted LIBOR during a specified Interest Period on a day other than the last day of such Interest Period, Borrower will pay to the Agent upon demand, for the account of the Loan affected Lenders, any cost or expense incurred as a result of such prepayment. Each affected Lender shall be subject certify the amount of such cost or expense to (i) Borrower's submission of Borrower and provide Borrower with a notice to Lender written statement setting forth the amount to be prepaid cost or expense claimed and the projected date of prepaymentcalculations used in determining such loss and expense, which date certification and statement shall be no less than thirty conclusive in the absence of manifest error. Prepayments shall be applied first to interest (30) days from to the date extent then payable), then to principal with respect to the portions of such noticethe Loans accruing interest at a rate based upon the Base Rate, and (ii) Borrower's actual payment then to Lender principal with respect to those portions of the amount Loans accruing interest at a rate based upon the Adjusted LIBOR and among such portions of the Loans accruing interest at rates based upon the Adjusted LIBOR to be prepaid as set forth in such notice on portions with the projected date set forth in such notice or any day following such projected date occurring in the same calendar month as such projected dateearliest expiring Interest Periods.

Voluntary Prepayments. (a) Except as otherwise provided herein, Borrower shall not have the right to The Debtor may prepay the Loan in whole Credit Facility, either totally or in part prior partially, hereinafter referred to as the Permitted Prepayment Date. After “Voluntary Prepayments” provided the Permitted Prepayment Date, Borrower may, provided it has given Lender following conditions are met: /a/ Debtor shall give prior written notice thereof to the Agent Bank, with a copy to the Creditor, of its intention to make a Voluntary Prepayment at least 10 Banking Business Days in accordance with advance to the terms of this Agreement, prepay the unpaid principal balance of the Loan in whole, but not in partdate suggested to make such payment, by paying, together with indicating the amount to be prepaidpaid, (i) interest accrued and unpaid on the outstanding principal balance of the Loan being prepaid to and including the date of prepayment, (ii) unless prepayment is tendered on a Payment Date, an amount equal to the interest that would have accrued on the amount being prepaid after the date of prepayment through and including the next Payment Date had the prepayment not been made (which amount shall constitute additional consideration for the prepayment), (iii) all other sums then due under this Agreement, the Note, the Mortgage and the other Loan Documents, and (iv) if prepayment occurs prior to the Payment Date which is one month prior to the Maturity Date, a prepayment consideration (the "PREPAYMENT CONSIDERATION") equal to the greater of (A) one percent (1%) of the outstanding principal balance of the Loan being prepaid or (B) the excess, if any, of (1) the sum of the present values of all then-scheduled payments of principal and interest under this Agreement including, but not limited to, principal and interest on the Maturity Date (with each such payment discounted to its present value at the date of prepayment at the rate which, when compounded monthly, is equivalent to the Prepayment Rate), over (2) the outstanding principal amount of the Loan. Lender shall notify Borrower of the amount and the basis of determination of the required prepayment consideration. (b) On the Payment Date that is one month prior to the Maturity Date, and on each day thereafter through the Maturity Date, Borrower may, at its option, prepay the Debt without payment of any Prepayment Consideration or other penalty or premium; PROVIDED, HOWEVER, if such prepayment is not paid on a regularly scheduled Payment Date, the Debt shall include interest that would have accrued on such prepayment through and including the day immediately preceding the Maturity Date. Borrower's right to prepay any portion of the principal balance of the Loan shall be subject to (i) Borrower's submission of a notice to Lender setting forth the amount to be prepaid and the projected date of prepayment, which date shall be no less than thirty (30) days from the date of such notice, and (ii) Borrower's actual payment to Lender of the amount to be prepaid as set forth in such notice this Section; /b/ Each total or partial payment shall be made on an Interest Payment Date. Should the Debtor wish to make a Voluntary Prepayment on a date other than an Interest Payment Date, Debtor shall additionally pay the Creditor the Prepayment Break Cost; /c/ each total or partial payment shall be made to the Creditor in immediately available funds; /d/ Debtor shall pay Creditor the total interest accrued on the projected Credit Facility until the date of the relevant prepayment on the prepaid principal; /e/ the prepayment consists of minimum amounts of US$10,000,000, except in the event of the prepayment of the total Credit Facility; /f/ any Voluntary Prepayments made by Debtor shall be allocated in the order set forth in such notice or any day following such projected date occurring in paragraph /Eight.Two/ of Section Eight; /g/ All Voluntary Prepayments that fail to meet the same calendar month as such projected dateconditions stated above shall be rejected by the Creditor. /Six.Two/

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

Voluntary Prepayments. (a) Except as otherwise provided herein, Borrower shall not have the right to prepay the Loan in whole or in part prior to the Permitted Prepayment Datepart. After the Permitted Prepayment Date, Borrower may, provided it has given Lender prior written notice in accordance with the terms of this Agreement, prepay the unpaid principal balance of the Loan in whole, but not in part, by paying, together with the amount to be prepaid, (i) interest accrued and unpaid on the outstanding principal balance of the Loan being prepaid to and including the date of prepayment, (ii) unless prepayment is tendered on a Payment Date, an amount equal to the interest that would have accrued on the amount being prepaid after the date of prepayment through and including the next Payment Date had the prepayment not been made (which amount shall constitute additional consideration for the prepayment), (iii) all other sums then due under this Agreement, the Note, the Mortgage and the other Loan Documents, and (iv) if prepayment occurs prior to the Payment Date which is one month prior to the Maturity Date, a prepayment consideration (the "PREPAYMENT CONSIDERATION") equal to the greater of (A) one percent (1%) of the outstanding principal balance of the Loan being prepaid or (B) the excess, if any, of (1) the sum of the present values of all then-scheduled payments of principal and interest under this Agreement including, but not limited to, principal and interest on the Maturity Date (with each such payment discounted to its present value at the date of prepayment at the rate which, when compounded monthly, is equivalent to the Prepayment Rate), over (2) the outstanding principal amount of the Loan. Lender shall notify Borrower of the amount and the basis of determination of the required prepayment consideration. (b) On the Payment Date that is one month prior to the Maturity Date, and on each day thereafter through the Maturity Date, Borrower may, at its option, prepay the Debt without payment in whole (but not in part), provided the following conditions are satisfied: (a) no Event of any Prepayment Consideration Default has occurred and is continuing; (b) Borrower provides Lender with not less than fifteen (15) days prior notice of the date of such prepayment (or other penalty or premiumsuch shorter period of time as may be permitted by Lender in its sole discretion); PROVIDED(c) such prepayment is made on a Monthly Payment Date; (d) if such prepayment is made prior to the Monthly Payment Date in November 2010, HOWEVERBorrower shall also pay to Lender the Yield Maintenance Premium; provided, however, if such prepayment is not paid made on or after the Monthly Payment Date in November 2010, no Yield Maintenance Premium shall be payable by Borrower to Lender; and (e) if any prepayment is received by Lender on a regularly scheduled date other than a Monthly Payment Date, the Debt such prepayment shall include interest that which would have accrued thereon to the next Monthly Payment Date and such amounts (i.e., principal and interest prepaid by Borrower) shall be held by Lender as collateral security for the Loan in an interest bearing account at an Eligible Institution, with interest accruing on such prepayment through amounts to the benefit of Borrower, and including the day immediately preceding the Maturity Date. Borrower's right such amounts prepaid shall be applied to prepay any portion of the principal balance of the Loan shall be subject to (i) Borrower's submission of a notice to Lender setting forth the amount to be prepaid and the projected date of prepayment, which date shall be no less than thirty (30) days from the date of such notice, and (ii) Borrower's actual payment to Lender of the amount to be prepaid as set forth in such notice on the projected next Monthly Payment Date, with any interest on such funds paid to Borrower on such date set forth in such notice or any day following such projected date occurring in the same calendar month as such projected dateprovided no Event of Default then exists.

Voluntary Prepayments. (a) Except as otherwise provided hereinOther than in connection with a 421-a Prepayment, Borrower shall not have the right to prepay the Loan in whole or in part prior to the Permitted Prepayment Period Commencement Date, the outstanding principal amount of the Loan may not be prepaid in whole or in part. After On the last day of any Interest Accrual Period occurring on or after the Permitted Prepayment Period Commencement Date, provided no Event of Default has occurred and is continuing, Borrower may, provided it has given at its option and upon prior notice to Lender prior written notice in accordance with the terms of this Agreementas set forth herein, prepay the unpaid principal balance Debt in whole or in part. Notwithstanding the foregoing, Borrower may not partially prepay the Loan more than one (1) time in any calendar year and Borrower shall obtain Lender’s consent for any additional partial prepayment of the Loan in wholeany calendar year, but which consent shall be given in Lender’s sole and absolute discretion. Lender shall not be obligated to accept any prepayment during the Permitted Prepayment Period unless it is accompanied by the Spread Maintenance Premium due in part, by paying, together with the amount connection therewith. Any partial prepayment shall be applied to be prepaid, (i) interest accrued and unpaid on the outstanding principal balance of the Loan being prepaid to in such order and including the date of prepayment, (ii) unless priority as may be determined by Lender in its sole discretion. Any prepayment is tendered received by Lender on a Payment Date, an amount equal to date other than the last day of any Interest Accrual Period shall include interest that which would have accrued on the amount being prepaid after the from such date of prepayment through and including the next Payment Date had last day of the Interest Accrual Period during which such prepayment not been is being made (which amount shall constitute additional consideration for the prepayment), (iii) all other sums then due under this Agreementsuch amounts, the Note“Interest Shortfall”). Additionally, Borrower shall pay the Mortgage Exit Fee, any Additional Interest and any Breakage Costs (provided that the other Loan Documents, and (ivsame are not duplicative of any Interest Shortfall paid in connection with such prepayment) if in connection with any prepayment occurs prior to the Payment Date which is one month prior to the Maturity Date, a prepayment consideration (the "PREPAYMENT CONSIDERATION") equal to the greater of (A) one percent (1%) of the outstanding principal balance of the Loan being prepaid or (B) the excess, if any, of (1) the sum of the present values of all then-scheduled payments of principal and interest under this Agreement including, but not limited to, principal and interest on the Maturity Date (with each such payment discounted to its present value at the date of prepayment at the rate which, when compounded monthly, is equivalent to the Prepayment Rate), over (2) the outstanding principal amount of the Loan. As a condition to any voluntary prepayment, Borrower shall give Lender shall notify Borrower written notice (a “Prepayment Notice”) of the amount its intent to prepay, which notice must be given at least sixty (60) and the basis of determination of the required prepayment consideration. not more than ninety (b90) On the Payment Date that is one month days prior to the Maturity Date, Business Day upon which prepayment is to be made and must specify the Business Day on each day thereafter through the Maturity Date, Borrower may, at its option, prepay the Debt without payment of any Prepayment Consideration or other penalty or premium; PROVIDED, HOWEVER, if which such prepayment is not paid on to be made. Borrower hereby agrees that, in the event Borrower delivers a regularly scheduled Payment Date, the Debt shall include interest that would have accrued on such prepayment through Prepayment Notice and including the day immediately preceding the Maturity Date. Borrower's right fails to prepay any portion of the principal balance of the Loan in accordance with the Prepayment Notice and the terms of this Section 2.7 (a “Prepayment Failure”), Borrower shall indemnify Lender from and against, and shall be subject responsible for, all Losses (including any consequential damages) incurred by Lender with respect to (i) Borrower's submission of a notice to Lender setting forth the amount to be prepaid and the projected date of prepayment, which date shall be no less than thirty (30) days from the date of any such notice, and (ii) Borrower's actual payment to Lender of the amount to be prepaid as set forth in such notice on the projected date set forth in such notice or any day following such projected date occurring in the same calendar month as such projected datePrepayment Failure.

Voluntary Prepayments. (a) Except as otherwise provided hereinOn any Payment Date, Borrower shall not have the right to may, at its option, prepay the Loan in whole or in part prior to part, upon satisfaction of the Permitted Prepayment Date. After the Permitted Prepayment Date, following conditions: (a) Borrower may, provided it has given Lender shall provide prior written notice in accordance with to Lender (which notice shall be irrevocable) specifying the terms of this Agreement, prepay Payment Date (the unpaid principal balance of “Prepayment Date”) upon which the Loan in whole, but not in part, by paying, together with the amount prepayment is to be prepaidmade, which notice shall be delivered to Lender not less than twenty (20) Business Days prior to such payment; (b) Borrower shall pay to Lender, simultaneously with such prepayment (including any prepayment made pursuant to Section 2.5 hereof), (i) interest all accrued and unpaid interest calculated at the Applicable Interest Rate on the outstanding amount of principal balance of the Loan being prepaid to through and including the date of prepayment, (ii) unless prepayment is tendered on a Payment Date, Prepayment Date together with an amount equal to the interest that would have accrued at the Applicable Interest Rate on the amount of principal being prepaid after through the end of the Interest Period in which such prepayment occurs, notwithstanding that such Interest Period extends beyond the date of prepayment through and including the next Payment Date had the prepayment not been made (which amount shall constitute additional consideration for the prepayment), (ii) Breakage Costs, if any, without duplication of any sums paid pursuant to the preceding clause (i); (iii) the Prepayment Premium, if any, (iv) the Spread Maintenance Premium, if any and (iv) all other sums then due under this Agreement, the Note, the Mortgage and Note or the other Loan Documents; (c) each prepayment shall be in an aggregate principal amount of $1,000,000.00 or any integral multiple of $100,000.00 in excess thereof, unless such prepayment is a prepayment in full of the Loan; and (d) Mortgage Borrower simultaneously prepays a pro rata portion of the Mortgage Loan pursuant to the Mortgage Loan Agreement; If a notice of prepayment is given by Borrower to Lender pursuant to this Section 2.3.1, the amount designated for prepayment and all other sums required under this Section 2.3.1 shall be due and payable on the Prepayment Date. Notwithstanding the foregoing, Borrower shall be permitted the right to rescind and revoke or postpone its notice of prepayment given in accordance with this Section 2.3.1, provided that (ivi) if prepayment occurs a written notice of such rescission and revocation or postponement is received by Lender no later than three (3) Business Days prior to the Payment Prepayment Date which is one month prior and (ii) Borrower pays all Breakage Costs and all of Lender’s reasonable out-of-pocket costs and expenses incurred as a result of Lender’s receipt of such notice of prepayment and Borrower’s failure to the Maturity Date, a prepayment consideration (the "PREPAYMENT CONSIDERATION") equal to the greater of (A) one percent (1%) prepay all or any portion of the outstanding unpaid principal balance of the Loan being prepaid Note. Notwithstanding anything to the contrary contained in this Section 2.3.1 or Sections 2.5, 2.6 or 2.7 hereof, Borrower shall not be permitted to prepay the principal balance of any Note in whole or in part unless (Ba) the excessin connection with a partial prepayment of any Note, if any, of (1) the sum Borrower simultaneously with such partial prepayment tenders a similar partial prepayment of the present values of all then-scheduled payments of principal and interest under this Agreement includingother Notes, but not limited to, principal and interest on the Maturity Date (with each such payment discounted to its present value at the date of prepayment at the rate which, when compounded monthly, is equivalent which prepayments shall be applied pro rata to the Prepayment Rate), over (2) the outstanding principal amount of the Loan. Lender shall notify Borrower of the amount and the basis of determination of the required prepayment consideration. (b) On the Payment Date that is one month prior to the Maturity Date, and on each day thereafter through the Maturity Date, Borrower may, at its option, prepay the Debt without payment of any Prepayment Consideration or other penalty or premium; PROVIDED, HOWEVER, if such prepayment is not paid on a regularly scheduled Payment Date, the Debt shall include interest that would have accrued on such prepayment through and including the day immediately preceding the Maturity Date. Borrower's right to prepay any portion reduction of the principal balance of the Loan shall be subject to (i) Borrower's submission of a notice to Lender setting forth the amount to be prepaid and the projected date of prepayment, which date shall be no less than thirty (30) days from the date of such notice, each Note and (iib) Borrower's actual payment to Lender in connection with a prepayment in whole of any Note, Borrower simultaneously tenders a prepayment in whole of the amount to be prepaid as set forth in such notice on the projected date set forth in such notice or any day following such projected date occurring in the same calendar month as such projected dateother Notes.

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