Common use of Prepayments Clause in Contracts

Prepayments. (a) Except as otherwise provided herein, Borrower shall not have the right to prepay the Loan in whole or in part. Borrower may, provided no Event of Default has occurred and is continuing, 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. 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 (such amounts, the “Interest Shortfall”) 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 shall be applied to the Loan on the next Monthly Payment Date, with any interest on such funds paid to Borrower on such date provided no Event of Default then exists. Furthermore, except as provided in Section 2.7(b) hereof, any prepayment received by Lender prior to December 6, 2014 shall be accompanied by the Yield Maintenance Premium. (b) On each date on which Lender actually receives a distribution of Net Proceeds, and if Lender does not make such Net Proceeds available to Borrower for Restoration, Borrower shall, at Lender’s option, prepay the outstanding principal balance of the Note in an amount equal to one hundred percent (100%) of such Net Proceeds together with any applicable Interest Shortfall. No Yield Maintenance Premium shall be due in connection with any prepayment made pursuant to this Section 2.7(b). Any prepayment received by Lender pursuant to this Section 2.7(b) on a date other than a Monthly Payment Date shall be held by Lender as collateral security for the Loan in an interest bearing, Eligible Account, with such interest accruing to the benefit of Borrower, and shall be applied by Lender on the next Monthly Payment Date. (c) If after an Event of Default, payment of all or any part of the principal of the Loan is tendered by Borrower, a purchaser at foreclosure or any other Person, such purchaser at foreclosure or other Person shall pay the Yield Maintenance Premium, in addition to the outstanding principal balance, all accrued and unpaid interest and other amounts payable under the Loan Documents. Notwithstanding anything to the contrary contained herein or in any other Loan Document, any prepayment of the Debt shall be applied to the Debt in such order and priority as may be determined by Lender in its sole discretion.

Prepayments. (a) Except as otherwise provided herein, Borrower The Authority shall not have accept, nor permit the right Trustee to prepay accept a Prepayment from the Loan in whole or in part. Borrower mayBorrower, unless a Coverage Requirement Certificate is provided no Event of Default has occurred and is continuing, 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. 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 (such amounts, the “Interest Shortfall”) 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 shall be applied to the Loan on the next Monthly Payment Date, with any interest on such funds paid to Borrower on such date provided no Event of Default then exists. Furthermore, except as provided in Section 2.7(b) hereof, any prepayment received by Lender prior to December 6, 2014 shall be accompanied by the Yield Maintenance Premium. (b) On each date on which Lender actually receives a distribution of Net Proceeds, and if Lender does not make such Net Proceeds available to Borrower for Restoration, Borrower shall, at Lender’s option, prepay the outstanding principal balance of the Note in an amount equal to one hundred percent (100%) of such Net Proceeds together with any applicable Interest Shortfall. No Yield Maintenance Premium shall be due in connection with any prepayment made pursuant to this Section 2.7(b). Any prepayment received by Lender pursuant to this Section 2.7(b) on a date other than a Monthly Payment Date shall be held by Lender as collateral security for the Loan in an interest bearing, Eligible Account, with such interest accruing to the benefit of Borrower, and shall be applied by Lender on the next Monthly Payment Date. (c) If after an Event of Default, payment of all or any part of the principal of the Loan is tendered by Borrower, a purchaser at foreclosure or any other Person, such purchaser at foreclosure or other Person shall pay the Yield Maintenance PremiumTrustee which, in addition to containing the outstanding principal balance, all accrued and unpaid requirements of Section 6.16 of the Loan Agreement also shows that the proceeds of such prepayment received by the Authority shall be in an amount not less than the aggregate of (i) the amount to be prepaid; (ii) any interest and other amounts payable under Fees and Charges on the Loan Documents. Notwithstanding anything accrued through the date of receipt of the proceeds of the Prepayment remaining unpaid; (iii) to the contrary contained herein extent not otherwise paid by the Borrower, the interest that would accrue on the Bonds of such maturity or maturities as are to be designated by the Authority pursuant to subparagraph (a) or (b) of Section 7.9 to be purchased or redeemed with the proceeds of such sale or Prepayment from the date of receipt thereof by the Authority until the applicable optional redemption date of the Bonds so to be purchased or redeemed; (iv) the redemption premium payable on the next applicable optional redemption date on the Bonds so to be purchased or redeemed, if any; and (v) the costs and expenses of the Authority in effecting the purchase or redemption of such Bonds, less the sum of (A) the amount of applicable moneys available for withdrawal from the Series A Bonds Debt Service Reserve Fund and the Series A Bonds Debt Service Fund with respect to the application to the purchase or redemption of the Series A Bonds, and the Series B Bonds Debt Service Reserve Fund and the Series B Bonds Debt Service Fund with respect to the application to the purchase or redemption of the Series B in accordance with the terms and provisions of this Indenture, as determined by the Authority, and (B) the amount of any other Loan Document, any prepayment legally available funds of the Debt shall Authority transferred or directed by the Authority to be applied transferred to the Debt in such order and priority Series A Bonds Redemption Fund or the Series B Bonds Redemption Fund, as may be determined by Lender appropriate, in its sole discretionconnection with such purchase or redemption. If a prepayment is thus accepted, the Trustee shall notify S&P, if S&P is then rating the Series A Bonds, of the date and the amount of such Prepayment.

Prepayments. (aA) Except as otherwise provided herein, Borrower shall not have may prepay or cause to be prepaid any Loan (or portion thereof) which bears interest at the right to prepay Adjusted Daily One Month LIBOR Rate (and/or permanently reduce or terminate the Loan Line of Credit Loan) in whole or or, from time to time, in part. Borrower may, provided no Event of Default has occurred and is continuing, at its option and upon thirty (30) days prior notice to Lender (without premium or such shorter period of time as may be permitted by Lender in its sole discretion), prepay the Debt in whole on any date. 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 (such amounts, the “Interest Shortfall”) 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 shall be applied to the Loan on the next Monthly Payment Date, with any interest on such funds paid to Borrower on such date provided no Event of Default then exists. Furthermore, except as provided in Section 2.7(b) hereof, any prepayment received by Lender prior to December 6, 2014 shall be accompanied by the Yield Maintenance Premiumpenalty. (bB) On each date on Borrower may prepay any Loan which Lender actually receives a distribution bears interest determined in relation to LIBOR at any time and in the minimum amount of Net Proceeds$25,000.00; provided however, and that if Lender does not make such Net Proceeds available to Borrower for Restoration, Borrower shall, at Lender’s option, prepay the outstanding principal balance of such portion of such Loan is less than said amount, the Note in minimum prepayment amount shall be the entire outstanding principal amount of such Loan. In consideration of Bank providing this prepayment option to Borrower, or if any such portion of any Loan shall become due and payable at any time prior to the last day of the Fixed Rate Term applicable thereto by acceleration or otherwise, Borrower shall pay to Bank immediately upon demand a fee shall be an amount equal to one hundred percent the then present value of (100%A) the amount of interest that would have accrued on such Loan for the remainder of the Fixed Rate Term at the rate applicable to such Loan, less (B) the amount of interest that would accrue on the same Loan for the same period if LIBOR were set on the date on which such Loan was prepaid, calculating present value by using as a discount rate LIBOR quoted on such date. Upon Borrower’s request, Bank shall provide Borrower with a statement setting forth the calculation of such Net Proceeds together with any applicable Interest Shortfallprepayment fee. No Yield Maintenance Premium shall be due Borrower acknowledges that prepayment of such amount may result in connection with Bank incurring additional costs, expenses and/or liabilities, and that it is difficult to ascertain the full extent of such costs, expenses and/or liabilities. Borrower, therefore, agrees to pay the above-described prepayment fee and agrees that said amount represents a reasonable estimate of the prepayment costs, expenses and/or liabilities of Bank. If Borrower fails to pay any prepayment made pursuant fee when due, the amount of such prepayment fee shall thereafter bear interest until paid at the Default Rate. (C) Except as may otherwise be agreed to this Section 2.7(b). Any prepayment received by Lender pursuant to this Section 2.7(b) on a date other than a Monthly Payment Date shall be held by Lender as collateral security for Bank, promptly upon the Loan receipt of any Net Cash Proceeds in an interest bearingamount in excess of $10,000,000.00 and arising from an Asset Disposition or a Casualty or Condemnation Event, Eligible AccountBorrower shall pay such Net Cash Proceeds to Bank to be applied as a prepayment of the Loans without a permanent reduction in the Line of Credit Loan Amount, with such interest accruing to except as specifically described in the benefit definition of Borrower"Line of Credit Loan Amount". (D) All partial prepayments, and whether voluntary or mandatory, shall be applied by Lender on the next Monthly Payment Dateagainst principal and interest as Bank may determine in its discretion, provided that no prepayment shall entitle Borrower to cease making any payment as otherwise scheduled hereunder. (cE) If after an Event No prepayment of Defaultany Loan shall alter the notional amount of any transaction under any ▇▇▇▇▇ Fargo Swap Document or otherwise affect any Borrower Party's obligations under any ▇▇▇▇▇ Fargo Swap Documents, payment of all or any part of the principal of the Loan is tendered by Borrowerwhich shall remain in full force and effect notwithstanding such prepayment, a purchaser at foreclosure or any other Person, such purchaser at foreclosure or other Person shall pay the Yield Maintenance Premium, in addition subject to the outstanding principal balance, all accrued and unpaid interest and other amounts payable under the Loan terms of such ▇▇▇▇▇ Fargo Swap Documents. Notwithstanding anything to the contrary contained herein or in any other Loan Document, any prepayment of the Debt shall be applied to the Debt in such order and priority as may be determined by Lender in its sole discretion.

Prepayments. (ai) Except The Loan may be prepaid, in whole, or in part, upon not less than fifteen (15) days’ prior notice to Lender; provided, however, such notice shall become irrevocable unless revoked by notice from Borrower to Lender given (i) in connection with the Sale of a Property to a Person that is not a member of the DCTRT Group or any of their respective Affiliates or in connection with a Refinancing of a Property where the lender is not a member of the DCTRT Group or any of their respective Affiliates, at any time if such sale or refinance does not occur due to any reason other than the applicable seller’s or borrower’s failure to perform its respective obligations under the applicable Sale Agreement or Refinancing agreement, or (ii) other than in connection with the Sale of a Property or a Refinancing of a Property described in part (i) above, at any time prior to five (5) Business Days before the date such prepayment was scheduled to be made by the notice of prepayment (if no such prepayment date was scheduled, then not later than the twenty-fifth (25th) day after the giving of the notice of prepayment by Borrower to Lender). Any prepayments on the principal balance of the Loan evidenced by the Notes whether voluntary or involuntary, shall be accompanied by payment of interest accrued (on the portion of the principal prepaid) to the date of prepayment. (ii) In the event of a Sale of a Property or a Refinancing, Borrower shall, concurrently with the closing of such Sale of a Property, pay to Lender, as otherwise provided hereina mandatory prepayment of the Loan an amount equal to the Mezzanine Release Payment Amount as to a Sale of a Property or Net Refinancing Proceeds of such Refinancing as the case may be. From and after payment in full of the Companion Loan, Borrower shall pay to Lender, as a mandatory prepayment of Tranche B and, following payment in full of Tranche B, Tranche A (but only if the applicable Resolution Conditions have been satisfied prior to the expiration of the Resolutions Expiration Period), an amount equal to the amount of the Companion Proceeds concurrently with payment to a Companion Borrower, any member of the DCTRT Group or any of their respective Affiliates of any Companion Proceeds. In the event that the Resolution Conditions have not been satisfied prior to the end of Resolution Expiration Period, Borrower shall not have the right be required to prepay the Loan in whole make any mandatory prepayment of Tranche A with respect to, or in partconnection with, the receipt by any party of Companion Proceeds. Following a Permitted Affiliate Sale of a Property, to the extent that any member of the DCTRT Group or their Affiliates receives any Net Sales Proceeds or Net Refinancing Proceeds from the subsequent Sale of a Property or Refinancing of such Property, Borrower mayshall, provided no Event as a mandatory prepayment of Default has occurred and is continuingthe Loan, at its option and upon thirty (30) days prior notice pay to Lender (an amount equal to the amount of such Net Sales Proceeds or Net Refinancing Proceeds concurrently with payment of thereof to any member of the DCTRT Group or any of their respective Affiliates. To the extent that any Harborside Proceeds are received by any member of the DCTRT Group or their Affiliates, Borrower shall, as a mandatory prepayment of the Loan, pay to Lender an amount equal to the amount of such shorter period Harborside Proceeds concurrently with payment of time as may be permitted by Harborside Proceeds to Harborside Owner, any member of the DCTRT Group or any of their respective Affiliates. If Proceeds exist that are not paid to the Senior Lender in its sole discretion)accordance with the Senior Loan Documents or not applied to the repair and restoration of a Property, prepay such Proceeds shall, promptly after receipt by any member of the Debt in whole on DCTRT Group or any date. of their respective Affiliates, be paid to Lender as a mandatory prepayment of the Loan. (iii) Any prepayment received by Lender on a date and all amounts prepaid hereunder (other than in connection with a Monthly Payment Date Sale of a Property, in which event the Mezzanine Tranche A Minimum Release Amount that is paid shall include interest which would have accrued thereon be applied to the next Monthly Payment Date Tranche A until Tranche A has been paid in full (such amounts, the “Interest Shortfall”and then to Tranche B) and such amounts (i.e. principal and interest prepaid by Borrowerthe balance of the Mezzanine Release Payment Amount that is paid shall be applied to Tranche B) shall be held by Lender as collateral security for applied first to Tranche B until Tranche B has been fully repaid and thereafter to Tranche A; provided, however, in the Loan in an interest bearing account at an Eligible Institution, with interest accruing on such amounts event that DCTRT or its nominee acquires the Tranche B Promissory Note pursuant to the benefit of Borrower; Tranche B Put Agreement (or DCTRT defaults in its obligation to purchase the Tranche B Promissory Note pursuant to the Tranche B Put Agreement), then from and after any such acquisition (or default), all amounts prepaid shall be applied first to the Loan on the next Monthly Payment Date, with any interest on such funds paid Tranche A until Tranche A has been fully repaid and thereafter to Borrower on such date provided no Event of Default then exists. Furthermore, except as provided in Section 2.7(b) hereof, any prepayment received by Lender prior to December 6, 2014 shall be accompanied by the Yield Maintenance Premium.Tranche B. (biv) On each date on which Lender actually receives a distribution of Net Proceeds, and if Lender does Amounts prepaid shall not make such Net Proceeds available to Borrower for Restoration, Borrower shall, at Lender’s option, prepay the outstanding principal balance of the Note in an amount equal to one hundred percent (100%) of such Net Proceeds together with any applicable Interest Shortfall. No Yield Maintenance Premium shall be due in connection with any prepayment made pursuant to this Section 2.7(b). Any prepayment received by Lender pursuant to this Section 2.7(b) on a date other than a Monthly Payment Date shall be held by Lender as collateral security for the Loan in an interest bearing, Eligible Account, with such interest accruing to the benefit of Borrower, and shall be applied by Lender on the next Monthly Payment Datereborrowed. (c) If after an Event of Default, payment of all or any part of the principal of the Loan is tendered by Borrower, a purchaser at foreclosure or any other Person, such purchaser at foreclosure or other Person shall pay the Yield Maintenance Premium, in addition to the outstanding principal balance, all accrued and unpaid interest and other amounts payable under the Loan Documents. Notwithstanding anything to the contrary contained herein or in any other Loan Document, any prepayment of the Debt shall be applied to the Debt in such order and priority as may be determined by Lender in its sole discretion.

Prepayments. (a) Except as otherwise provided herein, The Borrower shall not have the no right to prepay ----------- the principal amount of any Loan during the period from January 1, 1999 through December 31, 2003 or other than as provided in this Section 2.6. (b) The Borrower may, upon at least ten (10) Business Days' prior notice to the Lender, stating the proposed date and aggregate principal amount of the prepayment, prepay the outstanding principal amount of the Loans in whole or in part, together with accrued interest to the date of such prepayment on the principal amount prepaid (i) during the period (y) from the Closing Date through December 31, 1998 and (z) from January 1, 2006 through the Final Maturity Date, without premium or penalty and (ii) during the period from January 1, 2004 through December 31, 2005, upon payment of a sum (the "Yield Maintenance Amount") equal to the greater of one percent (1%) of the principal amount prepaid and the Yield Maintenance Premium with respect to such prepayment; provided, however, that any prepayment of the Loans bearing interest at the -------- ------- Eurodollar Rate made other than on the last day of an Interest Period for the Loans shall be subject to payment by the Borrower to the Lender of any costs, fees or expenses incurred by the Lender in connection with such prepayment including, without limitation, any costs to unwind any Eurodollar Rate contracts or Interest Rate Contracts. Borrower may, provided no Event of Default has occurred and is continuing, at its option and upon thirty (30) days prior The Lender shall deliver notice to Lender the Borrower of the amount of any Yield Maintenance Amount due with respect to any prepayment by the Borrower at least three (or 3) Business Days prior to the date of such shorter period of time as may prepayment, which notice shall be permitted by Lender in its sole discretion), prepay conclusive and binding upon the Debt in whole on any dateBorrower absent manifest error. Any partial 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 (such amounts, the “Interest Shortfall”) 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 shall be applied to the Loan installments of principal in the inverse order of maturity. Upon the giving of such notice of prepayment by the Borrower, the principal amount of the Loans specified to be prepaid shall become due and payable on the next Monthly Payment Date, with any interest on date specified for such funds paid to Borrower on such date provided no Event of Default then exists. Furthermore, except as provided in Section 2.7(b) hereof, any prepayment received by Lender prior to December 6, 2014 shall be accompanied by the Yield Maintenance Premium. (b) On each date on which Lender actually receives a distribution of Net Proceeds, and if Lender does not make such Net Proceeds available to Borrower for Restoration, Borrower shall, at Lender’s option, prepay the outstanding principal balance of the Note in an amount equal to one hundred percent (100%) of such Net Proceeds together with any applicable Interest Shortfall. No Yield Maintenance Premium shall be due in connection with any prepayment made pursuant to this Section 2.7(b). Any prepayment received by Lender pursuant to this Section 2.7(b) on a date other than a Monthly Payment Date shall be held by Lender as collateral security for the Loan in an interest bearing, Eligible Account, with such interest accruing to the benefit of Borrower, and shall be applied by Lender on the next Monthly Payment Dateprepayment. (c) If after at any time the aggregate principal amount of Loans outstanding at such time exceeds the Commitment, the Borrower shall forthwith prepay the Loans then outstanding in an Event amount equal to such excess, together with accrued interest. (d) The Borrower shall forthwith prepay the Loans upon receipt by the Borrower or its Subsidiaries of DefaultAsset Sale Proceeds in connection with an Asset Sale of a Mortgaged Property in an amount equal to such Asset Sale Proceeds, payment together with accrued interest to the date of all or any part of such prepayment on the principal of the Loan is tendered by Borrower, a purchaser at foreclosure or amount prepaid and any other Person, such purchaser at foreclosure or other Person shall pay the Yield Maintenance Premium, in addition Amount due pursuant to the outstanding principal balance, all accrued and unpaid interest and other amounts payable under the Loan Documents. Notwithstanding anything to the contrary contained herein or in any other Loan Document, any prepayment of the Debt shall be applied to the Debt in such order and priority as may be determined by Lender in its sole discretionSection 2.6(b) above.

Prepayments. (a) Except as otherwise provided herein, The Borrower shall not have the right at any time and from time to time to prepay the Loan Loans in whole or in part. part subject to the requirements of this Section without penalty or premium; provided, that (i) if the Borrower mayhas entered into an agreement for a Change of Control or the Borrower or any other Person otherwise has publicly announced its intention to consummate a transaction that would institute a Change of Control, provided no Event in either case after the last day of Default has occurred and is continuing, at its option and upon thirty the Subject Period (30) days prior notice to Lender (or such shorter period of time as may be permitted by Lender in its sole discretiondefined below), the Borrower may only prepay the Debt in whole on any date. Any Loans at a prepayment received by Lender on a date other than a Monthly Payment Date shall include interest which would have accrued thereon amount equal to the next Monthly Payment Fixed Early Prepayment Amount, plus accrued and unpaid interest to the date of prepayment, and (ii) if the Borrower optionally prepays any portion of the Loans pursuant to Section 2.3(a) during the period commencing on the Restatement Effective Date and ending on the first anniversary thereof (such amountsthe "Subject Period"), the “Interest Shortfall”) and such amounts (i.e. principal and interest prepaid by Borrower) Borrower shall be held by Lender as collateral security pay to the Agent, for the Loan in an interest bearing account at an Eligible Institution, with interest accruing on such amounts to the ratable benefit of Borrower; such amounts prepaid shall be applied to the Loan on the next Monthly Payment DateLenders, with any interest on such funds paid to Borrower on such date provided no Event of Default then exists. Furthermore, except as provided in Section 2.7(b) hereof, any prepayment received by Lender prior to December 6, 2014 shall be accompanied by the Yield Maintenance Premium. (b) On each date on which Lender actually receives a distribution of Net Proceeds, and if Lender does not make such Net Proceeds available to Borrower for Restoration, Borrower shall, at Lender’s option, prepay the outstanding principal balance of the Note in an amount equal to one hundred percent (100%) of such Net Proceeds together with any the applicable Interest Shortfall. No Yield Maintenance Prepayment Premium Amount applicable to the amount so prepaid, which Prepayment Premium Amounts shall be due and payable on the respective dates of prepayment; provided, that: (I) the Borrower shall not be required to pay any such Prepayment Premium Amount unless the aggregate amount of all prepayments made during the Subject Period exceed $15,000,000 in connection total, in which case the Borrower shall be required to pay Prepayment Premium Amounts in accordance with the foregoing in respect of all prepayments of Loans made during the Subject Period (excluding the first $15,000,000 of such prepayments made during the Subject Period); and (II) if, during the Subject Period: (1) the Borrower shall have delivered to the Agent a term sheet, commitment letter or letter of intent describing the material terms of a proposed Specified Acquisition (the "Presented Terms"); (2) the Loan Obligations are either (x) prepaid in full in cash from the proceeds of any prepayment refinancing made pursuant to this Section 2.7(b). Any prepayment received by Lender pursuant to this Section 2.7(b) on a date any financial institution other than a Monthly Payment Date shall be held by Lender as collateral security for the Loan in CapitalSource Finance LLC and that is not an interest bearing, Eligible Account, with such interest accruing to the benefit of Borrower, and shall be applied by Lender on the next Monthly Payment Date. (c) If after an Event of Default, payment of all or any part Affiliate of the principal of the Loan is tendered Borrower (a "Third Party Financing Source") or (y) purchased in full by Borrower, a purchaser Third Party Financing Source at foreclosure or any other Person, such purchaser at foreclosure or other Person shall pay the Yield Maintenance Premium, in addition to the outstanding principal balance, all par (plus accrued and unpaid interest interest, fees and other amounts payable under then due and owing) (any transaction of the Loan Documents. Notwithstanding anything type described in this clause (2) is referred to as a "Third Party Refinancing"); and (3) (x) such Third Party Refinancing occurred within sixty (60) days after the Agent shall have notified the Borrower in writing that the Required Lenders intend to withhold consent to a Specified Acquisition based on the Presented Terms and (y) prior to the contrary contained herein or occurrence of such Third Party Refinancing, the related Third Party Financing Source shall have consented in any other Loan Document, any prepayment of the Debt shall be applied writing to the Debt in consummation of such order and priority as may be determined by Lender in its sole discretion.Specified Acquisition on terms substantially similar to the Presented Terms;

Prepayments. (ai) Except as otherwise provided herein, The Borrower shall not have the right at any time and from time to time to prepay the Loan any Borrowing in whole or in part. Borrower may, provided no Event of Default has occurred part without premium (but subject to Section 2.10 and is continuing, 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. 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 (such amounts, the “Interest Shortfall”) 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 shall be applied to the Loan on the next Monthly Payment Date, with any interest on such funds paid to Borrower on such date provided no Event of Default then exists. Furthermore, except as provided in Section 2.7(bthis Section). (ii) hereofAll voluntary prepayments of Tranche B Term Loans pursuant to this paragraph (a) (A) on or prior to the No-Call Date shall be accompanied by a prepayment fee equal to the Make-Whole Amount, (B) after the No-Call Date and on or prior to the 12-month anniversary of the No-Call Date shall be accompanied by a prepayment fee equal to 4.00% of the aggregate principal amount of such prepayments and (C) after the 12-month anniversary of the No-Call Date and on or prior to the 18-month anniversary of the No-Call Date shall be accompanied by a prepayment fee equal to 2.00% of the aggregate principal amount of such prepayments. (iii) In the event that all or any portion of the Tranche B II Term Loans are prepaid from the incurrence of bank Indebtedness or repriced (or effectively refinanced) through any amendment of this Agreement such that the Weighted Average Yield on such Tranche B II Term Loans is less than the Weighted Average Yield applicable to such Tranche B II Term Loans on the Second Restatement Effective Date, any prepayment received by Lender such prepayment, repricing or refinancing that occurs prior to December 6the first anniversary of the Second Restatement Effective Date shall be accompanied by a prepayment fee equal to 1.00% of the aggregate principal amount of such prepayment or the aggregate principal amount subject to such repricing or refinancing. (iv) In the event that all or any portion of the Tranche B III Term Loans are prepaid from the incurrence of bank Indebtedness or repriced (or effectively refinanced) through any amendment of this Agreement such that the Weighted Average Yield on such Tranche B III Term Loans is less than the Weighted Average Yield applicable to such Tranche B III Term Loans on the Third Restatement Effective Date, any such prepayment, repricing or refinancing that occurs prior to October 4, 2012 shall be accompanied by a prepayment fee equal to 1.00% of the aggregate principal amount of such prepayment or the aggregate principal amount subject to such repricing or refinancing. (v) In the event that all or any portion of the Tranche B 2019 Term Loans are prepaid from the incurrence of bank Indebtedness or repriced (or effectively refinanced) through any amendment of this Agreement such that the Weighted Average Yield on such Tranche B 2019 Term Loans is less than the Weighted Average Yield applicable to such Tranche B 2019 Term Loans on the Fourth Amendment Effective Date, any such prepayment, repricing or refinancing that occurs prior to August 1, 2013 shall be accompanied by a prepayment fee equal to 1.00% of the aggregate principal amount of such prepayment or the aggregate principal amount subject to such repricing or refinancing. (vi) In the event that all or any portion of the Tranche B 2016 Term Loans are prepaid from the incurrence of bank Indebtedness or repriced (or effectively refinanced) through any amendment of this Agreement such that the Weighted Average Yield on such Tranche B 2016 Term Loans is less than the Weighted Average Yield applicable to such Tranche B 2016 Term Loans on the Fourth Amendment Effective Date, any such prepayment, repricing or refinancing that occurs prior to August 1, 2013 shall be accompanied by a prepayment fee equal to 1.00% of the aggregate principal amount of such prepayment or the aggregate principal amount subject to such repricing or refinancing. (vii) In the event that all or any portion of the Tranche B-II 2019 Term Loans are prepaid from the incurrence of bank Indebtedness or repriced (or effectively refinanced) through any amendment of this Agreement such that the Weighted Average Yield on such Tranche B-II 2019 Term Loans is less than the Weighted Average Yield applicable to such Tranche B-II 2019 Term Loans on the Fifth Amendment Effective Date, any such prepayment, repricing or refinancing that occurs prior to October 4, 2013 shall be accompanied by a prepayment fee equal to 1.00% of the aggregate principal amount of such prepayment or the aggregate principal amount subject to such repricing or refinancing. (viii) In the event that all or any portion of the Tranche B-III 2019 Term Loans are prepaid from the incurrence of bank Indebtedness or repriced (or effectively refinanced) through any amendment of this Agreement such that the Weighted Average Yield on such Tranche B-III 2019 Term Loans is less than the Weighted Average Yield applicable to such Tranche B-III 2019 Term Loans on the Sixth Amendment Effective Date, any such prepayment, repricing or refinancing that occurs prior to February 12, 2014 shall be accompanied by a prepayment fee equal to 1.00% of the Yield Maintenance Premiumaggregate principal amount of such prepayment or the aggregate principal amount subject to such repricing or refinancing. (b) On each date on When the aggregate amount of Excess Proceeds exceeds $10,000,000, the Borrower shall within 15 days notify the Administrative Agent thereof and prepay the Loans in the amount of such Excess Proceeds without premium (but subject to Section 2.10) (as reduced by any portion thereof which has been rejected by Declining Lenders pursuant to clause (e) below and specified in a notice delivered by the Administrative Agent to the Borrower). To the extent there are any remaining Excess Proceeds following the completion of the prepayment required hereunder as a result of Lender actually receives elections not to accept such prepayment, the Borrower shall apply such Excess Proceeds to the repayment of other Indebtedness of the Borrower or any Restricted Subsidiary that is a distribution Subsidiary of Net Proceedsthe Borrower, to the extent permitted or required under the terms thereof. Any other remaining Excess Proceeds may be applied to any use as determined by Level 3 which is not otherwise prohibited by this Agreement, and if Lender does not make such Net the amount of Excess Proceeds available to Borrower for Restoration, Borrower shall, at Lender’s option, prepay the outstanding principal balance of the Note in an amount equal to one hundred percent (100%) of such Net Proceeds together with any applicable Interest Shortfall. No Yield Maintenance Premium shall be due in connection with reset to zero. Notwithstanding the foregoing, any prepayment made Excess Proceeds required to be applied to Loans pursuant to this Section 2.7(b). Any 2.05(b) shall be applied ratably among the Loans and, to the extent required by the terms of any Permitted First Lien Indebtedness or Permitted First Lien Refinancing Indebtedness, the principal amount of such Permitted First Lien Indebtedness and Permitted First Lien Refinancing Indebtedness then outstanding, and the prepayment received by Lender of the Loans required pursuant to this Section 2.7(b2.05(b) on a date other than a Monthly Payment Date shall be held by Lender as collateral security for the Loan in an interest bearing, Eligible Account, with such interest accruing to the benefit of Borrower, and shall be applied by Lender on the next Monthly Payment Datereduced accordingly. (c) If after an Event Not fewer than 30 days prior to any payment or prepayment of Defaultany principal amount of the Loan Proceeds Note , the Borrower shall notify the Administrative Agent thereof and shall, on the date of such payment or prepayment, subject to paragraph (e) below, prepay the Loans at a price equal to the principal amount of all the Loans without premium (but subject to Section 2.10); provided, however that (i) on the date of such payment or prepayment of the Loan Proceeds Note, the Administrative Agent shall notify the Borrower of the required amount of such prepayment (as reduced by any part portion thereof which has been rejected by Declining Lenders pursuant to clause (e) below) and (ii) the Borrower shall immediately prepay the Loans in such amount in accordance with clause (e) below. (d) Upon the occurrence of a Change of Control Triggering Event, the Borrower shall within 30 days of such occurrence notify the Administrative Agent thereof and prepay the Loans not later than 30 Business Days following such notification; provided, however that (i) at the expiration of such 30 Business Day period, the Administrative Agent shall notify the Borrower of the required amount of such prepayment (as reduced by any portion thereof which has been rejected by Declining Lenders pursuant to clause (e) below) and the Borrower shall immediately prepay the Loans in such amount in accordance with clause (e) below and (ii) the Borrower shall also pay, on the date of such prepayment, to each Lender receiving such prepayment a fee equal to 1.00% of the principal amount of the Loans prepaid to such Lender. (e) With respect to any proposed mandatory prepayment of the Loans pursuant to clause (b), (c) or (d) above, any Lender may, at its option, elect not to accept such prepayment (any Lender making such election being a “Declining Lender”) as follows: each Declining Lender shall give written notice thereof to the Administrative Agent not later than 10:00 a.m. New York City time on the date which is two Business Days prior to the date on which the Administrative Agent is required to notify the Borrower of the amount of the applicable prepayment pursuant to clause (b), (c) or (d) above. On the date of prepayment, an amount equal to that portion of the Loan is tendered then to be prepaid (less the amount thereof that would otherwise be payable to Declining Lenders) shall be paid to the Lenders that are not Declining Lenders in accordance with subsection (f) below. In the event that the Administrative Agent has not, with respect to any mandatory prepayment, received a notice from a Lender in accordance with this clause (e), such Lender shall be deemed to have waived its rights under this clause (e) to decline receipt thereof. (f) The Borrower (or Level 3 on its behalf) shall notify the Administrative Agent by Borrowertelephone (confirmed by telecopy) of any prepayment hereunder not later than 1:00 p.m., New York City time, two Business Days before the date of prepayment or such lesser period as may be acceptable to the Administrative Agent. Each such notice shall be irrevocable and shall specify the prepayment date, the principal amount to be prepaid and, in the case of a mandatory prepayment, a purchaser at foreclosure or any other Person, reasonably detailed calculation of the amount of such purchaser at foreclosure or other Person shall pay the Yield Maintenance Premiumprepayment and, in addition the case of a prepayment pursuant to clause (a) of this Section, the Class or Classes to which such prepayment shall be applied. Promptly following receipt of any such notice, the Administrative Agent shall advise the Lenders of the contents thereof. Prepayments shall be accompanied by accrued interest to the outstanding principal balance, all accrued and unpaid interest and other amounts payable under the Loan Documentsextent required by Section 2.07. Notwithstanding anything to the contrary contained herein or in any other Loan Document, If any prepayment pursuant to this Section is made by the Borrower other than on the last day of the Debt Interest Period applicable to any prepaid Eurodollar Loans, the Borrower shall also pay to each Lender (other than any Declining Lender) on the date of such prepayment any amount owing to such Lender pursuant to Section 2.10. Prepayments of Loans (x) pursuant to paragraph (a) of this Section shall be applied between the Classes of Loans as directed by the Borrower (and, in the case of a prepayment of Tranche B 2016 Term Loans, shall be applied to reduce the Debt subsequent scheduled repayments of Tranche B 2016 Term Loans to be made pursuant to Section 2.04(a) as directed by the Borrower) and (y) pursuant to paragraph (b), (c) or (d) of this Section shall be applied ratably between the Classes of Loans (and, in the case of a prepayment of Tranche B 2016 Term Loans, shall be applied to reduce the subsequent scheduled repayments of Tranche B 2016 Term Loans to be made pursuant to Section 2.04(a) on a pro rata basis (in accordance with the principal amounts of such order scheduled repayments)) (it being understood that, with respect to any Subsidiary Loan Party that has not guaranteed or granted Liens on, security interests in or pledges of its assets to secure the Tranche B Term Obligations, the Tranche B II Term Obligations, the Tranche B III Term Obligations, the Tranche B 2019 Term Obligations, the Tranche B 2016 Term Obligations, the Tranche B-II 2019 Term Obligations, the Tranche B-III 2019 Term Obligations or the Obligations in respect of any other Class of Loans, nothing herein shall prohibit or limit the application of proceeds realized from the exercise of remedies under any Security Document in respect of such Subsidiary Loan Party solely to the Obligations in respect of the Tranche A Term Loans owed to the Tranche A Term Lenders and priority as may be determined the Obligations in respect of any other Class of Loans owed to the Lenders of such Class to the extent such Class of Loans is guaranteed by, or secured by Lender Liens on, security interests in its sole discretionor pledges of the applicable assets of, such Subsidiary Loan Party pursuant to the applicable Security Document).

Prepayments. (a) Except For so long as otherwise provided hereinthe Refinancing Authority shall be in effect, the Borrower may elect to prepay all or any portion of the unpaid principal balance of any Retained Old Form Note Advance Portion in accordance with the terms of the Refinancing Authority, in the manner, at the price, and subject to the limitations as next described: (1) The Borrower shall deliver to FFB written notification of such prepayment election not have less than 5 Business Days prior to the right proposed date of prepayment and, if less than the total outstanding principal amount of such Retained Old Form Note Advance Portion is to be prepaid, the Borrower shall specify in such notification the amount that is proposed to be prepaid (any amount of any Retained Advance Portion that is less than the total outstanding principal amount of the respective Retained Advance Portion being a "Portion"). (2) The Borrower shall pay to FFB, at the time of prepayment of all or any Portion of any Retained Old Form Note Advance Portion, the outstanding principal amount of such Retained Old Form Note Advance Portion or the Portion thereof to be prepaid, all accrued interest thereon through the date of prepayment, plus the prepayment premium required by the terms of the Refinancing Authority. The amount of each such prepayment premium shall be calculated by the Secretary of the Treasury as of the close of business 2 Business Days prior to the date of the proposed prepayment, using standard calculation methods of the United States Department of the Treasury. (3) If the Borrower elects to prepay a Portion of a Retained Old Form Note Advance Portion, the Loan prepayment price paid shall be applied, first, to interest accrued on such Portion of the Retained Old Form Note Advance Portion to the date of prepayment and, then, to principal installments in whole or the inverse order of maturity. Following the prepayment of a Portion of a Retained Old Form Note Advance Portion, Part IIA (Retained Old Form Note Advance Portions) subsequent payments shall continue to be made in part. Borrower maythe amounts specified in the respective Retained Old Form Note Advance Portion Schedule, provided no Event and such payments shall be allocated by FFB between outstanding principal and accrued interest, as appropriate, until the entire principal amount of Default has occurred such Retained Old Form Note Advance Portion, and all interest accrued thereon, is continuing, at its option and upon thirty paid. (304) 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. Any prepayment received by Lender on of a date other than Portion of a Monthly Payment Date shall include interest which would have accrued thereon Retained Old Form Note Advance Portion shall, as to the next Monthly Payment Date (principal amount of such amountsPortion, the “Interest Shortfall”) 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 subject to the benefit a minimum amount equal to $100,000.00 of Borrower; such amounts prepaid shall be applied to the Loan on the next Monthly Payment Date, with any interest on such funds paid to Borrower on such date provided no Event of Default then exists. Furthermore, except as provided in Section 2.7(b) hereof, any prepayment received by Lender prior to December 6, 2014 shall be accompanied by the Yield Maintenance Premiumprincipal. (b) On each date In the event that the Refinancing Authority shall no longer be in effect, the Borrower may pay all or any Portion of any Retained Old Form Note Advance Portion at any time later than (but not before) 12 years after the end of the year in which the respective Retained Old Form Note Advance Portion was made, upon payment of a prepayment premium determined in accordance with this subparagraph (b), but so long as there shall be any unpaid principal balance, the Borrower shall be obligated to make the quarterly payments in the amounts specified in the respective Retained Old Form Note Advance Portion Schedule. The prepayment premium shall be an amount equal to 100 percent of the amount of interest for 1 year on which Lender actually receives a distribution of Net Proceeds, and if Lender does not make such Net Proceeds available to Borrower for Restoration, Borrower shall, at Lender’s option, prepay the outstanding unpaid principal balance of the respective Retained Old Form Note in an amount equal Advance Portion or Portion thereof proposed to one hundred percent (100%) be prepaid, multiplied by the ratio which the number of such Net Proceeds together with any applicable Interest Shortfall. No Yield Maintenance Premium shall be due in connection with any Payment Dates between the proposed prepayment made pursuant to this Section 2.7(b). Any prepayment received by Lender pursuant to this Section 2.7(b) on a date other than a Monthly Payment and the Final Maturity Date shall be held by Lender as collateral security for the Loan in an interest bearing, Eligible Account, with such interest accruing respective Retained Old Form Note Advance Portion bears to the benefit number of BorrowerPayment Dates between the first prepayment date permitted by this paragraph 10 and such Final Maturity Date. PART IIB TERMS APPLICABLE TO RETAINED REPRICED OLD FORM NOTE ADVANCE PORTIONS 1. Promise to Pay. FOR VALUE RECEIVED, the Borrower (which term includes any successors or assigns) promises to pay FFB (which term includes any successors or assigns) at the time, in the manner, and shall be applied by Lender on with interest at the next Monthly Payment Date. (c) If after an Event of Defaultrates hereinafter provided, payment of all or any part the principal amount of the principal of Retained Repriced Old Form Note Advance Portions more particularly described in the Loan is tendered by Borrower, a purchaser at foreclosure or any other Person, such purchaser at foreclosure or other Person shall pay the Yield Maintenance Premium, in addition to the outstanding principal balance, all accrued and unpaid interest and other amounts payable under the Loan Documents. Notwithstanding anything to the contrary contained herein or in any other Loan Document, any prepayment of the Debt shall be applied to the Debt in such order and priority Retained Repriced Old Form Note Advance Portion Schedules attached hereto as may be determined by Lender in its sole discretion.Annex 2B.

Prepayments. (ai) Except as otherwise provided herein, Borrower shall not have the right to prepay No prepayment of the Loan shall be allowed in whole or in part, on or prior to the Lockout Expiration Date. Borrower mayThereafter, provided no Event of Default has occurred and is continuingthe Loan may be prepaid, at its option and in whole, but not in part, upon not less than thirty (30) days days' irrevocable 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 dateLender. Any prepayment received by Lender prepayments on a date other than a Monthly Payment Date shall include interest which would have accrued thereon to the next Monthly Payment Date (such amounts, the “Interest Shortfall”) and such amounts (i.e. principal and interest prepaid by Borrower) shall be held by Lender as collateral security for balance of the Loan in an interest bearing account at an Eligible Institutionevidenced by the Note whether voluntary or involuntary, with interest accruing on such amounts to the benefit of Borrower; such amounts prepaid shall be applied to the Loan on the next Monthly Payment Date, with any interest on such funds paid to Borrower on such date provided no Event of Default then exists. Furthermore, except as provided in Section 2.7(b) hereof, any prepayment received by Lender prior to December 6, 2014 shall be accompanied by payment of interest accrued to the Yield Maintenance date of prepayment, together with the applicable Prepayment Premium. (b) On each date . Any prepayments made pursuant to the foregoing shall be made on which Lender actually receives a distribution of Net ProceedsPayment Date provided, and if Lender does not make such Net Proceeds available to Borrower for Restorationhowever, Borrower shallmay elect to make any such prepayments on a Business Day which is not a Payment Date if, at Lender’s optionin addition to all interest which has accrued to and including the date of prepayment and the Prepayment Premium, prepay Borrower also pays all interest which would accrue on the outstanding principal balance Loan to, but not including, the Payment Date following the date of prepayment. Notwithstanding any provision contained in this Agreement to the Note in an amount equal to one hundred percent (100%) of such Net Proceeds together with any applicable Interest Shortfall. No Yield Maintenance contrary, no Prepayment Premium shall will be due in connection with any on account of a voluntary prepayment made pursuant to this Section 2.7(b2.4(C)(i) made on any Payment Date occurring during the twelve (12) month period prior to the scheduled Maturity Date. Amounts prepaid shall not be re-borrowed. (ii) In the event of (a) the payment of any principal of the Loan other than on the last day of an Interest Period applicable thereto (including as a result of an Event of Default) or (b) the failure to borrow or prepay the Loan as specified in any notice delivered pursuant to this Agreement or the other Loan Documents, then, in any such event and, in addition to the payments to be made to Lender pursuant to Section 2.4(C)(i), Borrower agrees to compensate Lender for all losses, costs, expenses and damages, if any, Lender incurs attributable to such event. Any prepayment received by A certificate of Lender setting forth any amount or amounts that Lender is entitled to receive pursuant to this Section 2.7(b) on a date other than a Monthly Payment Date shall be held by Lender as collateral security for the Loan in an interest bearing, Eligible Account, with such interest accruing delivered to the benefit of Borrower, Borrower and shall be applied by conclusive absent manifest error. Borrower shall pay Lender the amount shown as due on the next Monthly Payment Dateany such certificate within ten (10) days after receipt thereof. (ciii) If after If, following an Event of Default, payment of all or any part of the principal of the Loan is tendered by Borrower, a purchaser at foreclosure Borrower or any other Personotherwise recovered by Lender, such purchaser at foreclosure tender or other Person recovery shall be deemed a voluntary prepayment by Borrower in violation of the prohibition against prepayment set forth in Section 2.4(C)(i) and Borrower shall pay the Yield Maintenance Premiumto Lender, in addition to the outstanding principal balanceother Obligations, all accrued and unpaid interest and other amounts payable under the Loan DocumentsPrepayment Premium. Notwithstanding anything If the Maturity Date is accelerated, due to the contrary contained herein an Event of Default or in any other Loan Documentotherwise, or if any prepayment of all or any portion of the Debt Loan hereunder occurs, whether in connection with Lender's acceleration of the Loan or otherwise, the Prepayment Premium shall be applied become immediately due and owing and Borrower shall immediately pay the Prepayment Premium to the Debt Lender. Nothing contained in such order and priority as may be determined by Lender in its sole discretionthis Section 2.4(C)(iii) shall create any right of prepayment.

Prepayments. The Borrower may elect to prepay all or any Portion of any Retained Repriced Old Form Note Advance Portion in the manner, at the price, and subject to the limitations as next described: (a) Except as otherwise provided herein, The Borrower shall deliver to FFB written notification of such prepayment election not have the right to prepay the Loan in whole or in part. Borrower may, provided no Event of Default has occurred and is continuing, at its option and upon thirty (30) days less than 5 Business 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. 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 (proposed date of prepayment and, if less than the total outstanding principal amount of such amountsRetained Repriced Old Form Note Advance Portion is to be prepaid, the “Interest Shortfall”) and Borrower shall specify in such amounts (i.e. principal and interest prepaid by Borrower) shall notification the Portion thereof that is proposed to 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 shall be applied to the Loan on the next Monthly Payment Date, with any interest on such funds paid to Borrower on such date provided no Event of Default then exists. Furthermore, except as provided in Section 2.7(b) hereof, any prepayment received by Lender prior to December 6, 2014 shall be accompanied by the Yield Maintenance Premiumprepaid. (b) On each date on which Lender actually receives a distribution of Net Proceeds, and if Lender does not make such Net Proceeds available The Borrower shall pay to Borrower for Restoration, Borrower shallFFB, at Lender’s optionthe time of prepayment of all or any Portion of any Retained Repriced Old Form Note Advance Portion: (1) for so long as the Refinancing Authority shall be in effect, prepay the outstanding principal balance amount of such Retained Repriced Old Form Note Advance Portion or the Portion thereof to be prepaid, all accrued interest thereon through the date of prepayment, plus the prepayment premium required by the terms of the Refinancing Authority; and (2) in the event that the Refinancing Authority shall no longer be in effect, a price for such Retained Repriced Old Form Note in an amount Advance Portion, and all accrued interest thereon through the date of prepayment, that would, if such Retained Repriced Old Form Note Advance Portion were purchased and held to its maturity, produce a yield to the purchaser for the period from the date of purchase to the maturity of such Retained Repriced Old Form Note Advance Portion substantially equal to one hundred percent the interest rate that would be set on a loan from the Secretary of the Treasury to FFB to purchase an obligation having a payment schedule Part IIB (100%Retained Repriced Old Form Note Advance Portions) identical to that of such Net Proceeds together Retained Repriced Old Form Note Advance Portion; and if the Borrower elects to repurchase a Portion of a Retained Repriced Old Form Note Advance Portion, the Borrower shall pay to FFB a price for such Portion that would equal such Portion's pro rata share of the price for a repurchase of the entire Retained Repriced Old Form Note Advance Portion, calculated in accordance with any applicable Interest Shortfallthe principles of this sentence. No Yield Maintenance Premium The amount of each such prepayment premium or prepayment price, as the case may be, shall be due in connection with any prepayment made pursuant to this Section 2.7(b). Any prepayment received calculated by Lender pursuant to this Section 2.7(b) on a date other than a Monthly Payment Date shall be held by Lender the Secretary of the Treasury as collateral security for of the Loan in an interest bearing, Eligible Account, with such interest accruing close of business 2 Business Days prior to the benefit date of Borrowerthe proposed prepayment, and shall be applied by Lender on using standard calculation methods of the next Monthly Payment DateUnited States Department of the Treasury. (c) If after an Event the Borrower elects to prepay a Portion of Defaulta Retained Repriced Old Form Note Advance Portion, payment of all or any part the prepayment price paid shall be applied, first, to interest accrued on such Portion of the principal of the Loan is tendered by Borrower, a purchaser at foreclosure or any other Person, such purchaser at foreclosure or other Person shall pay the Yield Maintenance Premium, in addition Retained Repriced Old Form Note Advance Portion to the date of prepayment and, then, to principal installments in the inverse order of maturity. Following the prepayment of a Portion of a Retained Repriced Old Form Note Advance Portion, subsequent payments shall continue to be made in the amounts specified in the respective Retained Repriced Old Form Note Advance Portion Schedule, and such payments shall be allocated by FFB between outstanding principal balanceand accrued interest, as appropriate, until the entire principal amount of such Retained Repriced Old Form Note Advance Portion, and all interest accrued and unpaid interest and other amounts payable under the Loan Documents. Notwithstanding anything to the contrary contained herein or in any other Loan Documentthereon, any prepayment of the Debt shall be applied to the Debt in such order and priority as may be determined by Lender in its sole discretionis paid.

Prepayments. (a) Except as otherwise provided herein, The Borrower shall not have the right to may prepay the Loan in whole any or in partall Prime Rate and Base Rate Loans without penalty or premium. Borrower may, provided no Event of Default has occurred and is continuing, 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 principal on any date. Any prepayment received by Lender on portion of a date other than a Monthly Payment Date shall include interest which would have accrued thereon to LIBOR Loan at any time and in the next Monthly Payment Date minimum amount of One Hundred Thousand Dollars (such amounts$100,000.00); provided however, the “Interest Shortfall”) 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 shall be applied to the Loan on the next Monthly Payment Date, with any interest on such funds paid to Borrower on such date provided no Event of Default then exists. Furthermore, except as provided in Section 2.7(b) hereof, any prepayment received by Lender prior to December 6, 2014 shall be accompanied by the Yield Maintenance Premium. (b) On each date on which Lender actually receives a distribution of Net Proceeds, and that if Lender does not make such Net Proceeds available to Borrower for Restoration, Borrower shall, at Lender’s option, prepay the outstanding principal balance of such LIBOR Loan is less than such amount, the Note minimum prepayment amount shall be the entire outstanding principal balance of such LIBOR Loan. In consideration of Bank providing this prepayment option to Borrower, or if any such portion of a LIBOR Loan shall become due and payable at any time prior to the last day of the Interest Period for such LIBOR Loan by acceleration or otherwise, Borrower shall pay to Bank immediately upon demand a fee that is the sum of the discounted monthly differences for each month from the month of prepayment through the month in an which such Interest Period ends, calculated as follows for each such month: (i) Determine the amount of interest that would have accrued each month on the amount prepaid at the interest rate applicable to such amount had it remained outstanding until the last day of the Interest Period applicable thereto. (ii) Subtract from the amount determined in (i) above the amount of interest that would have accrued for the same month on the amount prepaid for the remaining term of such Interest Period at Adjusted LIBOR Interest Rate in effect on the date of prepayment for new loans made for such term and in a principal amount equal to one hundred percent (100%) of such Net Proceeds together with any applicable Interest Shortfall. No Yield Maintenance Premium shall be due in connection with any prepayment made pursuant to this Section 2.7(b). Any prepayment received by Lender pursuant to this Section 2.7(b) on a date other than a Monthly Payment Date shall be held by Lender as collateral security for the Loan in an interest bearing, Eligible Account, with such interest accruing to the benefit of Borrower, and shall be applied by Lender on the next Monthly Payment Dateamount prepaid. (ciii) If after an Event the result obtained in (ii) above for any month is greater than zero, discount that difference by Adjusted LIBOR Interest Rate used in (ii) above. Borrower acknowledges that prepayment of Defaultsuch amount may result in Bank incurring additional costs, payment expenses and/or liabilities, and that it is difficult to ascertain the full extent of all or any part such costs, expenses and/or liabilities. Borrower, therefore, agrees to pay the above-described prepayment fee and agrees that such amount represents a reasonable estimate of the principal prepayment costs, expenses and/or liabilities of the Loan is tendered by Borrower, a purchaser at foreclosure or any other Person, such purchaser at foreclosure or other Person shall Bank. If Borrower fails to pay the Yield Maintenance Premium, in addition to the outstanding principal balance, all accrued and unpaid interest and other amounts payable under the Loan Documents. Notwithstanding anything to the contrary contained herein or in any other Loan Document, any prepayment fee when due, the amount of such prepayment fee shall bear interest until paid at a rate per annum two percent (2.00%) above the Debt shall be applied Prime Rate in effect from time to time (computed on the Debt in such order and priority as may be determined by Lender in its sole discretionbasis of a 360-day year, actual days elapsed).

Prepayments. (a) Except as otherwise provided herein, Borrower shall not have the right to prepay the Loan in whole or in part. After the Monthly Payment Date occurring three (3) months prior to the Maturity Date (the “Permitted Prepayment Date”), Borrower may, provided no Event of Default has occurred and is continuing, 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 datedate without payment of the 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 (such amounts, the “Interest Shortfall”) 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 Eligible Account at an Eligible Institution, with interest accruing on such amounts to the benefit of Borrower; such amounts prepaid shall be applied to the Loan on the next Monthly Payment Date, with any interest on such funds paid to Borrower on such date provided no Event of Default then exists. Furthermore, except as provided in Section 2.7(b) hereof, any prepayment received by Lender prior to December 6, 2014 shall be accompanied by the Yield Maintenance Premium. (b) On each date on which Lender actually receives a distribution of Net Proceeds, and if Lender does not shall make such Net Proceeds available to Borrower for Restoration to the extent Lender is obligated to do so under this Agreement and if Lender does not otherwise make Net Proceeds available to Borrower for Restoration, Borrower shall, at Lender’s option, Lender shall apply the Net Proceeds to prepay the outstanding principal balance of the Note Debt in an amount equal to one hundred percent (100%) of such Net Proceeds together with any applicable Interest ShortfallProceeds. Borrower shall make the Condemnation Payment as and to the extent required hereunder. No Yield Maintenance Premium shall be due in connection with any prepayment made pursuant with respect to this Section 2.7(b)a Casualty or Condemnation hereunder. Any prepayment received by Lender pursuant to this Section 2.7(b) on a date other than a Monthly Payment Date shall be held by Lender as collateral security for the Loan in an interest bearing, Eligible Account, at an Eligible Institution, with such interest accruing to the benefit of Borrower, and shall be applied by Lender on the next Monthly Payment Date. In the event of any prepayment made pursuant to this Section 2.7(b) or in connection with a Condemnation Payment, Borrower shall have the right to prepay an additional portion of the Loan in accordance with the terms of Section 2.9.3 hereof and this Section 2.7. (c) If concurrently with or after an Event of Default, payment of all or any part of the principal of the Loan is tendered by Borrower, a purchaser at foreclosure or any other Person, or if all or any portion of the Debt is recovered by Lender after such Event of Default, such tender shall be deemed an attempt to circumvent the prohibition against prepayment set forth herein and Borrower, such purchaser at foreclosure or other Person shall pay the Default Yield Maintenance Premium, in addition to the outstanding principal balance, all accrued and unpaid interest and other amounts payable under the Loan Documents. Notwithstanding anything to the contrary contained herein or in any other Loan Document, any prepayment of the Debt shall be applied to the Debt in such order and priority as may be determined by Lender in its sole discretion.

Prepayments. The Borrower may prepay the Term Loan only upon three (a3) Except as otherwise provided hereinBusiness Days prior written notice to the Bank (which notice shall be irrevocable), and any such prepayment shall occur only on the last day of the Interest Period involved. As a condition to the Borrower's right to make such prepayment, the Borrower shall not have upon the right request of the Bank pay to prepay the Bank such amount or amounts as shall be sufficient (in the reasonable opinion of the Bank) to compensate it for any loss, cost or expense incurred as a result of (i) any prepayment of the Term Loan in whole or in part. Borrower may, provided no Event of Default has occurred and is continuing, 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. Any prepayment received by Lender on a date other than a Monthly Payment Date shall include interest which would have accrued thereon the last day of the Interest Period excepting only principal payments made by the Borrower as scheduled under the terms of the Note, or (ii) any failure by Borrower to prepay the next Monthly Payment Date (such amounts, the “Interest Shortfall”) 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 shall be applied to the Term Loan on the next Monthly Payment Datedate for prepayment specified in Borrower's written notice. Without limiting the foregoing, with any interest on such funds paid the Borrower shall pay to Borrower on such date provided no Event of Default then exists. Furthermore, except as provided in Section 2.7(b) hereof, any prepayment received by Lender prior to December 6, 2014 shall be accompanied by the Yield Maintenance Premium. (b) On each date on which Lender actually receives Bank a distribution of Net Proceeds, and if Lender does not make such Net Proceeds available to Borrower for Restoration, Borrower shall, at Lender’s option, prepay the outstanding principal balance of the Note "yield maintenance fee" in an amount equal to one hundred percent computed as follows: The current rate for United States Treasury Securities (100%) of such Net Proceeds together with any applicable Interest Shortfall. No Yield Maintenance Premium bills on a discounted basis shall be due in connection converted to a bond equivalent) with any a maturity date closest to the end of the Interest Period during which the prepayment made pursuant to this Section 2.7(b). Any prepayment received by Lender pursuant to this Section 2.7(b) on a date other than a Monthly Payment Date is made, shall be held subtracted from the LIBOR in effect at the time of prepayment. If the result is zero or a negative number, there shall be no yield maintenance fee. If the result is a positive number, then the resulting percentage shall be multiplied by Lender as collateral security for the Loan amount of the principal balance being prepaid. The resulting amount shall be divided by three hundred sixty (360) and multiplied by the number of days remaining the Interest Period during which the prepayment is made. Such amount shall be reduced to a present value calculated using the above-referenced United States Treasury Securities rate and the number of days remaining in an interest bearing, Eligible Account, with such interest accruing the Interest Period during which the prepayment is made. The resulting amount shall be the yield maintenance fee due to the benefit Bank upon the prepayment. If by reason of Borrower, and shall be applied by Lender on the next Monthly Payment Date. (c) If after an Event of Default, payment of all or the Bank elects to declare the Term Loan to be immediately due and payable, then any part of the principal of the Loan is tendered by Borrower, a purchaser at foreclosure or any other Person, such purchaser at foreclosure or other Person shall pay the Yield Maintenance Premium, in addition yield maintenance fee with respect to the outstanding principal balance, all accrued Term Loan shall become due and unpaid interest and other amounts payable under in the Loan Documents. Notwithstanding anything to same manner as though the contrary contained herein or in any other Loan Document, any prepayment Borrower had exercised such right of the Debt shall be applied to the Debt in such order and priority as may be determined by Lender in its sole discretionprepayment.

Prepayments. (a) Except as otherwise provided herein, Borrower shall not have the right to The Issuer may optionally prepay the Loan Notes of any Series in whole or in part. Borrower maypart on any Business Day provided that such prepayment is accompanied by all accrued and unpaid interest on the principal amount of the Notes being prepaid through the date of such prepayment and the applicable Prepayment Consideration if such prepayment occurs prior to the Prepayment Period for such Series; provided that no Prepayment Consideration shall be payable in connection with (x) prepayments made to cure a breach of a representation or warranty or other default with respect to a particular Tower Site, provided no (y) prepayments with Loss Proceeds in accordance with Section 7.06 or (z) prepayments made during an Amortization Period or after the occurrence and during the continuance of an Event of Default has occurred and is continuing, 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. 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 (such amounts, the “Interest Shortfall”) 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 shall be applied to the Loan on the next Monthly Payment Date, with any interest on such funds paid to Borrower on such date provided no Event of Default then exists. Furthermore, except as provided in Section 2.7(b) hereof, any prepayment received by Lender prior to December 6, 2014 shall be accompanied by the Yield Maintenance PremiumDefault. (b) On In connection with each date on which Lender actually receives disposition of a distribution of Net ProceedsTower Site in accordance with Section 7.30 (other than Section 7.30(d)), and if Lender does not make such Net Proceeds available to Borrower for Restoration, Borrower shall, at Lender’s option, the Issuer shall prepay the outstanding principal balance of the Note Notes in an amount equal to one hundred percent the Release Price for such disposed Tower Site (100%and pay the current obligations of the Indenture Trustee and the Servicer, along with the Indenture Trustee Fees, Servicing Fees and Other Servicing Fees, in each case to the extent sufficient funds have not been deposited in the Collection Account for distribution on the applicable Payment Date) of such Net Proceeds together with the applicable Prepayment Consideration if such prepayment of any applicable Interest ShortfallClass of Notes of a Series occurs prior to the Prepayment Period for such Series. No Yield Maintenance Premium Any funds remaining in the Liquidated Tower Replacement Account that are required pursuant to Section 7.30(c) to be applied to prepay the Notes shall be applied, first, to pay the Servicer and the Indenture Trustee all amounts then due in connection with any prepayment made pursuant to this Section 2.7(b). Any prepayment received by Lender pursuant to this Section 2.7(b) on a date each of them hereunder and under the other than a Monthly Payment Date shall be held by Lender as collateral security for the Loan in an interest bearingTransaction Documents (including, Eligible Accountbut not limited to, with such interest accruing unreimbursed Advances, Advance Interest, unpaid Additional Issuer Expenses, and all unpaid fees, expenses and indemnification due to the benefit of BorrowerServicer and the Indenture Trustee hereunder and under the other Transaction Documents), and shall be applied by Lender on second, to prepay the next Monthly Payment DateNotes with the applicable Prepayment Consideration, if any. (c) If after an Event Partial optional or mandatory prepayments made in conformity with the provisions of Default, payment of all or any part of the principal of the Loan is tendered by Borrower, a purchaser at foreclosure or any other Person, such purchaser at foreclosure or other Person shall pay the Yield Maintenance Premium, in addition to the outstanding principal balance, all accrued and unpaid interest and other amounts payable under the Loan Documents. Notwithstanding anything to the contrary contained herein or in any other Loan Document, any prepayment of the Debt shall this Section 2.09 will be applied to the Debt Classes of all Notes of all Series in such direct order and priority as of alphabetical designation; provided that optional prepayments (other than those funded by application of amounts on deposit in the Cash Trap Reserve Sub-Account) may be determined directed by Lender the Issuer to be applied to the Notes of a particular Series in its sole discretiondirect order of alphabetical designation.

Prepayments. (a) Except as otherwise provided herein, Borrower shall may not have prepay any of the right to prepay the Loan in whole or in part. Borrower may, provided no Event of Default has occurred and is continuing, 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. 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 (such amounts, the “Interest Shortfall”) 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 shall be applied to the Loan on the next Monthly Payment Date, with any interest on such funds paid to Borrower on such date provided no Event of Default then exists. Furthermore, except as provided in Section 2.7(b) hereof, any prepayment received by Lender prior to December 6, 2014 shall be accompanied by the Yield Maintenance Premium. (b) On each date on which Lender actually receives a distribution of Net Proceeds, and if Lender does not make such Net Proceeds available to Borrower for Restoration, Borrower shall, at Lender’s option, prepay the outstanding principal balance of the Note in an amount equal to one hundred percent (100%) Receivables Loan during the Receivables Loan Advance Period, as it may be extended. After the end of such Net Proceeds together with any applicable Interest Shortfall. No Yield Maintenance Premium shall the Receivables Loan Advance Period, as it may be due in connection with any prepayment made pursuant to this Section 2.7(b). Any prepayment received by Lender pursuant to this Section 2.7(b) on a date other than a Monthly Payment Date shall be held by Lender as collateral security for the Loan in an interest bearingextended, Eligible Account, with such interest accruing to the benefit of Borrower, and shall be applied by Lender on the next Monthly Payment Date. (c) If after an Event of Default, payment of Borrower may prepay all or any part of the principal balance of the Receivables Loan following delivery of not less than thirty (30) days’ prior written notice to Lender and upon payment of the applicable fee set forth below. Any prepayment shall not relieve Borrower of its obligation to make all regularly scheduled payments hereunder. The following prepayment fees on the Receivables Loan shall be payable: (a) Each prepayment made in the first Loan Year shall be accompanied by a prepayment fee equal to 3% of the principal amount prepaid; (b) Each prepayment made in the second Loan Year shall be accompanied by a prepayment fee equal to 2% of the principal amount prepaid; (c) Each prepayment made in the third Loan Year shall be accompanied by a prepayment fee equal to 1% of the principal amount prepaid; and (d) Any prepayment made after the third Loan Year shall not require any prepayment fee. In the event that Lender voluntarily agrees to accept a prepayment prior to the end of the Receivables Loan Advance Period, as it may be extended, or is tendered compelled to accept a prepayment prior to the end of the Receivables Loan Advance Period, as it may be extended, Borrower agrees to pay to Lender a prepayment fee equal to 5% of the amount prepaid. In the event Lender exercises its right to accelerate payments under the Receivables Loan following an Event of Default or otherwise, any tender of payment of the amount necessary to repay all or part of the Receivables Loan made thereafter at any time by Borrower, its successors or assigns or by anyone on behalf of Borrower shall be deemed to be a purchaser at foreclosure or any other Person, such purchaser at foreclosure or other Person voluntary prepayment and in connection therewith Lender shall pay be entitled to receive the Yield Maintenance Premium, in addition fee required to be paid under the foregoing prepayment restrictions. Borrower shall be entitled (and is obligated) to prepay the balance of the Receivables Loan to the outstanding principal balanceextent such prepayment results from a shortfall in sums received from Purchasers under Liberty Portfolio Timeshare Loans and to the extent such prepayment results from a formerly Qualified Timeshare Loan no longer being deemed “Qualified”. Borrower shall not be liable to pay a prepayment fee resulting from payments described in the immediately preceding sentence, all accrued and unpaid interest and other amounts payable under unless Borrower has solicited accelerated payments from Purchasers. Borrower shall also be entitled to prepay the balance of the Receivables Loan, without any prepayment fee, to the extent such prepayment results from a Timeshare Loan Documentsbeing removed from the Liberty Portfolio Timeshare Loans due to a refinance of the Note related thereto resulting from an upgrade by a Purchaser. Notwithstanding anything to the contrary contained set forth in this Section 5.6, upon the occurrence of a Change of Control, Borrower shall be obligated to prepay the balance of the Receivables Loan in accordance with Section 5.7 below, together with the prepayment fee or Change of Control Fee, as applicable, pursuant to Section 4.5 above. The prepayment fees shall be presumed to be the amount of damages sustained by Lender as a result of such prepayment and Borrower agrees that such prepayment fees are reasonable under the circumstances currently existing. The prepayment fees provided for in this Section shall be deemed included in the Obligations and shall be secured by the Collateral. Notwithstanding anything herein or elsewhere to the contrary, no prepayment fee shall be payable in the event that Borrower prepays the Receivable Loan in order to be able to include the Timeshare Loans within the Liberty Portfolio Timeshare Loans as part of a securitization transaction or similar conduit transaction, provided that: (A) Borrower gives Lender at least thirty (30) days prior written notice for each prepayment; (B) such prepayments do not occur more frequently than twice during any other Loan Document, any one calendar year; and (C) such prepayments involve the prepayment of the Debt shall be applied to entire balance of the Debt Receivables Loan in such order whole and priority as may be determined by Lender not in its sole discretionpart.

Prepayments. The Borrower may elect to prepay all or any Portion of the unpaid principal balance of any Retained Refinanced Refinancing Note Advance Portion in the manner, at the price, and subject to the limitations as next described: (a) Except as otherwise provided herein, The Borrower shall deliver to FFB written notification of such prepayment election not have the right to prepay the Loan in whole or in part. Borrower may, provided no Event of Default has occurred and is continuing, at its option and upon thirty (30) days less than 5 Business 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. 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 (proposed date of prepayment and, if less than the total outstanding principal amount of such amountsRetained Refinanced Refinancing Note Advance Portion is to be prepaid, the “Interest Shortfall”) and Borrower shall specify in such amounts (i.e. principal and interest prepaid by Borrower) shall notification the Portion thereof that is proposed to 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 shall be applied to the Loan on the next Monthly Payment Date, with any interest on such funds paid to Borrower on such date provided no Event of Default then exists. Furthermore, except as provided in Section 2.7(b) hereof, any prepayment received by Lender prior to December 6, 2014 shall be accompanied by the Yield Maintenance Premiumprepaid. (b) On each date on which Lender actually receives a distribution of Net Proceeds, and if Lender does not make such Net Proceeds available The Borrower shall pay to Borrower for Restoration, Borrower shallFFB, at Lender’s optionthe time of prepayment of all or any Portion of any Retained Refinanced Refinancing Note Advance Portion: (1) for so long as the Refinancing Authority shall be in effect, prepay the outstanding principal balance amount of the Retained Refinanced Refinancing Note Advance Portion or the Portion thereof to be prepaid, all accrued interest thereon through the date of prepayment, the applicable fee through the date of prepayment, plus the prepayment premium required by the terms of the Refinancing Authority; and (2) in an amount the event that the Refinancing Authority shall no longer be in effect, a price for such Retained Refinanced Refinancing Note Advance Portion, and all accrued interest thereon through the date of prepayment and the applicable fee through the date of prepayment, that would, if such Retained Refinanced Refinancing Note Advance Portion were purchased and held to its maturity, produce a yield to the Part IID (Retained Refinanced Refinancing Note Advance Portions) purchaser for the period from the date of purchase to the maturity of such Retained Refinanced Refinancing Note Advance Portion substantially equal to one hundred percent (100%) the interest rate that would be set on a loan from the Secretary of the Treasury to FFB to purchase an obligation having a payment schedule identical to that of such Net Proceeds together Retained Refinanced Refinancing Note Advance Portion; and if the Borrower elects to repurchase a Portion of a Retained Refinanced Refinancing Note Advance Portion, the Borrower shall pay to FFB a price for such Portion that would equal such Portion's pro rata share of the price for a repurchase of the entire Retained Refinanced Refinancing Note Advance Portion, calculated in accordance with any applicable Interest Shortfallthe principles of this sentence. No Yield Maintenance Premium The amount of each such prepayment premium or prepayment price, as the case may be, shall be due in connection with any prepayment made pursuant to this Section 2.7(b). Any prepayment received calculated by Lender pursuant to this Section 2.7(b) on a date other than a Monthly Payment Date shall be held by Lender the Secretary of the Treasury as collateral security for of the Loan in an interest bearing, Eligible Account, with such interest accruing close of business 2 Business Days prior to the benefit date of Borrowerthe proposed prepayment, and shall be applied by Lender on using standard calculation methods of the next Monthly Payment DateUnited States Department of the Treasury. (c) If after an Event the Borrower elects to prepay a Portion of Defaulta Retained Refinanced Refinancing Note Advance Portion, the prepayment price paid shall be applied, first, to accrued interest on such Portion of the Retained Refinanced Refinancing Note Advance Portion to the date of prepayment and the applicable fee to the date of prepayment and, then, to principal installments in the inverse order of maturity. Following the prepayment of a Portion of a Retained Refinanced Refinancing Note Advance Portion, subsequent payments shall continue to be made in the amounts specified in the respective Retained Refinanced Refinancing Note Advance Portion Schedule, if a schedule for the payment of all or any part principal is specified on such Retained Refinanced Refinancing Note Advance Portion Schedule, or, if not, then in accordance with the payment schedule resulting from the method for the payment of principal selected under subparagraph (b) of paragraph 6 of this Part IID, until the entire principal amount of the Retained Refinanced Refinancing Note Advance Portion, and all interest accrued thereon and the applicable fee, is paid; except that, with respect to any Retained Refinanced Refinancing Note Advance Portion for which the Borrower has selected the "level debt service" method under subparagraph (b) of paragraph 6 of this Part IID, payments shall continue to be made in accordance with the level debt service payment schedule that resulted when the Borrower first selected the level debt service method, and such payments shall be allocated by FFB among outstanding principal, accrued interest, and the applicable fee, Part IID (Retained Refinanced Refinancing Note Advance Portions) as appropriate, until the entire principal amount of such Retained Refinanced Refinancing Note Advance Portion, and all interest accrued thereon and the Loan applicable fee, is tendered by Borrowerpaid. (d) Any prepayment of a Portion of a Retained Refinanced Refinancing Note Advance Portion shall, a purchaser at foreclosure or any other Person, such purchaser at foreclosure or other Person shall pay the Yield Maintenance Premium, in addition as to the outstanding principal balanceamount of such Portion, be subject to a minimum amount equal to $100,000.00 of principal. (e) The provisions of this paragraph 11 shall apply to all accrued and unpaid interest and other amounts payable under the Loan Documents. Notwithstanding anything prepayments of any Retained Refinanced Refinancing Note Advance Portion, regardless whether such prepayments are made pursuant to the contrary contained herein Refinancing Authority or in any other Loan Document, any prepayment of the Debt shall be applied to the Debt in such order and priority as may be determined by Lender in its sole discretionotherwise.

Prepayments. The Borrower may, upon at least five (a5) Except as otherwise provided hereinBusiness Days' notice to the Bank, Borrower shall not have the right to prepay the Loan Note in whole or in part. Borrower maypart with accrued interest to the date of such prepayment on the amount prepaid without penalty or premium (but subject to payment of break-funding costs, provided no Event if any, of Default has occurred and is continuing, at its option and upon thirty (30) days prior notice to Lender (or such shorter period the Bank in the case of time as may be permitted by Lender in its sole discretiona prepayment on a day other than the last day of an Interest Period), prepay provided, that each partial prepayment shall be in a principal amount of not less than Fifty Thousand Dollars ($50,000.00) and the Debt in whole on any date. Any prepayment received by Lender on a date other than a Monthly Payment Date shall include interest which would have accrued thereon Borrower pays to the next Monthly Payment Date (Bank any and all other fees and charges then due hereunder and under the other Loan Documents in connection with such amounts, the “Interest Shortfall”) 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 prepayment. All partial prepayments shall be applied to principal in the Loan inverse order of maturity. Without limiting the foregoing, if the Note is prepaid on any day other than the last day of an Interest Period applicable thereto, the Borrower shall also pay to the Bank any loss or expense that the Bank may sustain or incur as a consequence of (i) a default by the Borrower in making any prepayment of the Note after the Borrower has given a notice thereof to the Bank in accordance with the provision of this Agreement or (ii) the making of any prepayment (irrespective of the timing of any notice) on a day that is not the last day of an Interest Period with respect thereto. Any such loss and/or expense shall include any amount equal to the excess, if any, of (a) the amount of interest that would have accrued on the next Monthly Payment Dateamount so prepaid for a period from the date of such prepayment to the last day of such Interest Period at the applicable rate of interest for such Note, with any interest on such funds paid to Borrower on such date provided no Event of Default then exists. Furthermoreexcluding the applicable LIBOR Margin, except as provided in Section 2.7(b) hereof, any prepayment received by Lender prior to December 6, 2014 shall be accompanied by the Yield Maintenance Premium. over (b) On each date the amount of interest (as reasonably determined by the Bank) that would have accrued to the Bank on which Lender actually receives such amount by placing such amount on deposit for a distribution of Net Proceeds, and if Lender does not make such Net Proceeds available comparable period with leading banks in the London interbank market. A statement as to Borrower for Restoration, Borrower shall, at Lender’s option, prepay the outstanding principal balance of the Note in an any amount equal to one hundred percent (100%) of such Net Proceeds together with any applicable Interest Shortfall. No Yield Maintenance Premium shall be due in connection with any prepayment made payable pursuant to this Section 2.7(b). Any prepayment received 2.04 submitted to the Borrower by Lender pursuant to this Section 2.7(b) on a date other than a Monthly Payment Date the Bank shall be held by Lender as collateral security for conclusive in the Loan absence of manifest error. This provision shall survive the payment in an interest bearing, Eligible Account, with such interest accruing to the benefit of Borrower, and shall be applied by Lender on the next Monthly Payment Date. (c) If after an Event of Default, payment of all or any part full of the principal of the Loan is tendered by Borrower, a purchaser at foreclosure or any other Person, such purchaser at foreclosure or other Person shall pay the Yield Maintenance Premium, in addition to the outstanding principal balance, all accrued and unpaid interest and other amounts payable under the Loan Documents. Notwithstanding anything to the contrary contained herein or in any other Loan Document, any prepayment of the Debt shall be applied to the Debt in such order and priority as may be determined by Lender in its sole discretionNote.

Prepayments. Subject to the limitation noted below, any Borrower may prepay its Revolving Credit Loans upon at least one (a1) Except as otherwise provided hereinBusiness Day’s notice to Agent in the case of Chase Manhattan Bank Rate Loans, Borrower shall not have and at least three (3) Business Day’s notice to Agent in the right to prepay the Loan case of Libor Rate Loans, in whole or in part. Borrower maypart with accrued interest to the date of such prepayment on the amount prepaid, provided no Event that (a) each partial prepayment shall be in the case of Default has occurred and is continuinga Libor Rate Loan, at its option and upon thirty in a principal amount of not less than One Million Dollars (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. 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 (such amounts, the “Interest Shortfall”$1,000,000) and such amounts integral multiples of One Hundred Thousand Dollars (i.e. principal $100,000); 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 shall be applied to the Loan on the next Monthly Payment Date, with any interest on such funds paid to Borrower on such date provided no Event of Default then exists. Furthermore, except as provided in Section 2.7(b) hereof, any prepayment received by Lender prior to December 6, 2014 shall be accompanied by the Yield Maintenance Premium. (b) On Libor Rate Loans prepaid on any Business Day other than the last day of the Libor Rate Period applicable for such Loan shall require such Borrower to pay the Libor Rate Prepayment Premiums. In the event that the Borrowers shall cause the Revolving Credit Facility to be cancelled effective as of any date prior to the then-current Revolving Credit Commitment Termination Date and FiberMark or any Borrower shall obtain an alternative commitment from another lender for financing, all Borrowers shall prepay all Revolving Credit Loans in whole with accrued interest to the date of such cancellation and in addition, unless such cancellation is in connection with (i) an offering of senior notes registered under the Securities Exchange Act of 1934, as amended, or (ii) an Asset Acquisition (as defined in either Indenture), the Borrowers shall pay to the Agent, for the ratable account of each date on which Lender actually receives Lender, a distribution fee (“Prepayment Fee”) in the amount of Net Proceeds, and if Lender does not make such Net Proceeds available to Borrower for Restoration, Borrower shall, at Lender’s option, prepay 1% of the Revolving Credit Facility. To the extent the outstanding principal balance amount of all the Note Revolving Credit Loans taken together exceeds the Borrowing Base, the Borrowers shall prepay such Revolving Credit Loans in an amount equal to one hundred percent (100%) of such Net Proceeds together with any applicable Interest Shortfall. No Yield Maintenance Premium shall be due in connection with any prepayment made pursuant to this Section 2.7(b). Any prepayment received by Lender pursuant to this Section 2.7(b) on a date other than a Monthly Payment Date shall be held by Lender as collateral security for the Loan in an interest bearing, Eligible Account, with such interest accruing to the benefit of Borrower, and shall be applied by Lender on the next Monthly Payment Date. (c) If after an Event of Default, payment of all or any part excess of the principal of the Loan is tendered by Borrower, a purchaser at foreclosure or any other Person, such purchaser at foreclosure or other Person shall pay the Yield Maintenance Premium, in addition to the aggregate outstanding principal balance, all accrued and unpaid interest and other amounts payable under amount of Revolving Credit Loans over the Loan Documents. Notwithstanding anything to the contrary contained herein or in any other Loan Document, any prepayment of the Debt shall be applied to the Debt in such order and priority as may be determined by Lender in its sole discretionthen effective Borrowing Base.

Prepayments. (a) Except as otherwise provided hereinThe Borrower may, Borrower shall not have upon at least ten (10) Business Days' prior notice to the right to Lender, stating the proposed date and aggregate principal amount of the prepayment, prepay the Loan outstanding principal amount of the Loans in whole or in part. , together with accrued interest to the date of such prepayment on the principal amount prepaid, without premium or penalty; provided, however, that any prepayment of the Loans bearing interest at the Eurodollar Rate made other than on the last day of an Interest Period for the Loans to be repaid shall be subject to payment by the Borrower mayto the Lender of any costs, provided no Event of Default has occurred and is continuing, at its option and upon thirty (30) days prior notice to Lender (fees or such shorter period of time as may be permitted expenses incurred by the Lender in its sole discretion)connection with such prepayment including, prepay without limitation, any costs to unwind any Eurodollar Rate contracts or Interest Rate Contracts. Upon the Debt in whole on any date. Any giving of such notice of 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 (such amountsBorrower, the “Interest Shortfall”) and such amounts (i.e. principal and interest prepaid by Borrower) shall amount of the Loans specified to 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 shall be applied to the Loan become due and payable on the next Monthly Payment Date, with any interest on date specified for such funds paid to Borrower on such date provided no Event of Default then exists. Furthermore, except as provided in Section 2.7(b) hereof, any prepayment received by Lender prior to December 6, 2014 shall be accompanied by the Yield Maintenance Premiumprepayment. (b) On each date on which Lender actually receives a distribution If at any time the aggregate principal amount of Net ProceedsLoans outstanding at such time exceeds the Commitment, and if Lender does not make such Net Proceeds available to the Borrower for Restoration, Borrower shall, at Lender’s option, shall forthwith prepay the Loans then outstanding principal balance of the Note in an amount equal to one hundred percent (100%) of such Net Proceeds excess, together with any applicable Interest Shortfall. No Yield Maintenance Premium shall be due in connection with any prepayment made pursuant to this Section 2.7(b). Any prepayment received by Lender pursuant to this Section 2.7(b) on a date other than a Monthly Payment Date shall be held by Lender as collateral security for the Loan in an interest bearing, Eligible Account, with such interest accruing to the benefit of Borrower, and shall be applied by Lender on the next Monthly Payment Dateaccrued interest. (c) If after The Borrower shall forthwith prepay the Loans upon receipt by the Borrower or its Subsidiaries of Asset Sale Proceeds in connection with an Event Asset Sale of Defaulta Mortgaged Property in an amount equal to such Asset Sale Proceeds, payment together with accrued interest to the date of all such prepayment on the principal amount prepaid. (d) Upon receipt by the Borrower or its Subsidiaries of proceeds of any part issuance of debt or equity securities, the Borrower shall forthwith prepay the Loans and the Loans made under the Other Supplemental Facility and the Existing Facility in the following order: First, to the repayment of the principal Loans made under this Agreement, Second, to the repayment of the Loan is tendered by BorrowerLoans made under the Other Supplemental Facility, a purchaser at foreclosure or any other PersonThird, such purchaser at foreclosure or other Person shall pay the Yield Maintenance Premium, in addition to the outstanding principal balance, all accrued and unpaid interest and other amounts payable Term Loan (as defined in the Existing Facility) made under the Loan Documents. Notwithstanding anything Existing Facility, and Fourth, to the contrary contained herein or Revolving Loans (as defined in any other Loan Document, any prepayment of the Debt shall be applied to Existing Facility) made under the Debt in such order and priority as may be determined by Lender in its sole discretionExisting Facility.

Prepayments. (a) Except as otherwise provided herein, The Borrower shall not have the right to prepay the Loan in whole or in part. Borrower may, provided no Event of Default has occurred and is continuing, any Loans at its option and upon thirty (30) days prior notice to Lender (or such shorter period of any time as may be permitted by Lender in its sole discretion), prepay the Debt in whole on any date. Any prepayment received by Lender on a date other than a Monthly Payment Date shall include interest which would have accrued thereon subject to the next Monthly Payment Date prepayment penalty described below for a Term Loan; provided, -------- however, that each partial prepayment shall be in an aggregate principal amount ------- of not less than $1,000,000 or an integral multiple thereof. No prepayment penalty will be imposed for LIBOR Loans or Prime Rate Loans, or for a Term Loan that is prepaid on the last day of the Interest Period applicable thereto. The Borrower shall give the Agent at least three Business Days' prior written notice of prepayment (such amounts, prompt written notice of which shall be given to the “Interest Shortfall”Banks by the Agent) and in such amounts (i.e. notice specify the prepayment date and the principal and interest prepaid by Borrower) amount of each Loan to be prepaid. Such notice of prepayment shall be held by Lender as collateral security for irrevocable and shall commit the Loan Borrower to prepay in an interest bearing account at an Eligible Institution, with interest accruing on such amounts to the benefit of Borrower; such amounts prepaid shall be applied to the Loan on the next Monthly Payment Date, with any interest on such funds paid to Borrower on such date provided no Event of Default then existsamount stated therein. Furthermore, except as provided in All prepayments under this Section 2.7(b) hereof, any prepayment received by Lender prior to December 6, 2014 shall be accompanied by accrued interest on the Yield Maintenance Premiumprincipal amount being prepaid to the date of prepayment. Amounts prepaid shall be available to be reborrowed from the Banks hereunder in accordance with the terms of this Agreement. (b) On each date The prepayment penalty for a Term Loan that is prepaid on which Lender actually receives a distribution day other than the last day of Net Proceedsthe Interest Period applicable thereto will be equal to the present value of the difference between the amount that would have been realized by the Banks for the remaining term of the applicable Interest Period, and if Lender does any lesser amount that would have been realized by the Banks by reinvesting the prepaid amount at the Treasury Rate with a maturity most closely equal to, but not make such Net Proceeds available to Borrower for Restorationlonger than, Borrower shall, at Lender’s option, prepay the outstanding principal balance remaining term of the Note in an amount applicable Interest Period. To determine such present value, the foregoing difference shall be discounted to its present value at a discount rate equal to one hundred percent (100%) of such Net Proceeds together with any the applicable Interest Shortfall. No Yield Maintenance Premium shall be due in connection with any prepayment made pursuant to this Section 2.7(b). Any prepayment received by Lender pursuant to this Section 2.7(b) on a date other than a Monthly Payment Date shall be held by Lender as collateral security for the Loan in an interest bearing, Eligible Account, with such interest accruing to the benefit of Borrower, and shall be applied by Lender on the next Monthly Payment DateTreasury Rate. (c) If after an Event of Default, payment of all or any part of the principal of the Loan is tendered by Borrower, a purchaser at foreclosure or any other Person, such purchaser at foreclosure or other Person shall pay the Yield Maintenance Premium, in addition to the outstanding principal balance, all accrued and unpaid interest and other amounts payable under the Loan Documents. Notwithstanding anything to the contrary contained herein or in any other Loan Document, any prepayment of the Debt shall be applied to the Debt in such order and priority as may be determined by Lender in its sole discretion.

Prepayments. (a) Except In the event of the payment of any Eurodollar Principal other than on the last day of an Interest Period applicable thereto (including as otherwise provided hereina result of a Default), Borrower shall not have compensate Lender for the right loss, cost and expense attributable to prepay the Loan in whole such payment. Such loss, cost or in part. Borrower may, provided no Event of Default has occurred and is continuing, at its option and upon thirty (30) days prior notice expense to Lender (or such shorter period of time as may shall be permitted deemed to include an amount determined by Lender in its sole discretion)to be the excess, prepay if any, of (i) the Debt in whole on any date. Any prepayment received by Lender on a date other than a Monthly Payment Date shall include amount of interest which would have accrued thereon on such Eurodollar Principal had such payment not occurred, at the Adjusted LIBOR Rate that would have been applicable to such Eurodollar Loan, for the period from the date of such event to the next Monthly Payment Date last day of the then current Interest Period therefor (or, in the case of a failure to borrow, convert or continue, for the period that would have been the Interest Period for such amountsEurodollar Principal), over (ii) the “Interest Shortfall”) amount of interest which would accrue on such Eurodollar Principal for such period at the interest rate which Lender would bid were it to bid, at the commencement of such period, for dollar deposits of a comparable amount and period from other banks in the eurodollar market. A certificate of Lender setting forth any amount or amounts that such amounts (i.e. principal Lender is entitled to receive pursuant to this Section and interest prepaid by Borrower) the basis for such calculation 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 delivered to the benefit of Borrower; such amounts prepaid Borrower and shall be applied to conclusive absent manifest error. Borrower shall pay Lender the Loan amount shown as due on the next Monthly Payment Date, with any interest on such funds paid to Borrower on such date provided no Event of Default then existscertificate within ten (10) Business Days after receipt thereof. Furthermore, except as provided in Section 2.7(b) hereof, Nothing contained herein shall affect any prepayment received by Lender prior to December 6, 2014 shall be accompanied by the Yield Maintenance Premiumbreakage costs or premiums due under any Swap Agreement. (b) On each date on which Lender actually receives a distribution Upon prepayment of Net Proceeds, and if Lender does not make such Net Proceeds available to Borrower for Restoration, Borrower shall, at Lender’s option, prepay the outstanding principal balance of the Note in Loan at any time and for any reason other than at the end of an amount equal to one hundred percent (100%) of such Net Proceeds together with any applicable Interest Shortfall. No Yield Maintenance Premium Period, Borrower shall be due obligated to pay the applicable amounts provided for in Section 2.4, whether such prepayment is made or occurs (i) as the result of a voluntary acceptance by Lender of a prepayment tendered by Borrower; (ii) by acceleration as a result of a Default by Borrower; (iii) in connection with any prepayment made pursuant to this Section 2.7(b). Any prepayment received by Lender pursuant to this Section 2.7(b) on a date other than a Monthly Payment Date shall be held by Lender as collateral security for reinstatement of the Loan under any foreclosure proceedings or in an interest bearing, Eligible Account, connection with such interest accruing the purchase of the property at a foreclosure sale; or (iv) in connection with any right of redemption exercised by Borrower or any other party having the right to redeem or prevent any foreclosure of the benefit Deed of Borrower, and shall be applied by Lender on the next Monthly Payment DateTrust. (c) If after an Event Prepayments shall not relieve Borrower of Defaultits obligations to continue to make payments under the payment schedule. Rather, payment of all or any part of prepayments shall reduce the principal of balance due on the Loan is tendered by and may result in Borrower’s making fewer payments with respect thereto. Borrower agrees not to send Lenders payments marked “paid in full”, “without recourse”, or similar language. If Borrower send such a purchaser at foreclosure or any other Person, such purchaser at foreclosure or other Person shall pay the Yield Maintenance Premium, in addition to the outstanding principal balance, all accrued and unpaid interest and other amounts payable under the Loan Documents. Notwithstanding anything to the contrary contained herein or in any other Loan Documentpayment, any prepayment Lender may accept it without losing any of the Debt that Lender’s rights under this Agreement, and Borrower shall be applied remain obligated to the Debt in such order and priority as may be determined by Lender in its sole discretionpay any further amounts owing to that Lender.

Prepayments. (a1) Except as otherwise provided hereinSubject to the following, during the term of this Agreement, Borrower shall not have the right to prepay option of paying the Loan principal amount under any of the Loans in advance of the Maturity Date, in whole or in part, at any time and from time to time upon written notion received by Bank at least three (3) business days prior to making such payment. If (i) Borrower mayprepays, in whole or in part, any principal amount under any Loan when the applicable interest rate for such Loan is a fixed rate based upon the Cost of Funds, the Borrower shall be liable for an amount equal to the difference between (x) the maximum total interest (excluding any default rate) hereunder which could have been earned based on the interest rate hereunder in effect on the date of such prepayment on the principal amount of the Loans being prepaid from the effective date of any prepayment through and including the maturity date of such Loan, and (y) the total amount of interest which would accrue on an amount equal to the amount being prepaid from the date of such prepayment through and including the maturity date of such Loan calculated at an interest rate per annum equal to the latest published (as published in The Wall Street Journal) rate preceding the effective date of any prepayment for United States Treasury Notes or Bills (Bills on a discounted basis shall be converted to a bond equivalent) with a mature date closest to the maturity date of such Loan. The determination of the Bank of the foregoing amount shall, in the absence of manifest error, be conclusive and binding upon Borrower. Upon making any prepayment of the entire outstanding principal amount under any Loan, Borrower shall pay to Bank all interest and expenses owing pursuant to the applicable Note and remaining unpaid. Each partial prepayment of principal under the Loans shall be applied in inverse order of maturity to the principal included in the installments provided no herein. In the event that the Maturity Date is accelerated following an Event of Default, any tender of payment of the amount necessary to satisfy the entire indebtedness made after such Event of Default has occurred and is continuingshall be expressly deemed a voluntary prepayment. In such a case, at its option and upon thirty (30) days prior notice to Lender (or such shorter period of time as may be the extent permitted by Lender in its sole discretion)law, prepay the Debt in whole on any date. Any prepayment received by Lender on a date other than a Monthly Payment Date Bank shall include interest which would have accrued thereon be entitled to the next Monthly Payment Date (such amountsamount necessary to satisfy the entire indebtedness, plus the “Interest Shortfall”) and such amounts (i.e. principal and interest prepaid by Borrower) shall be held by Lender as collateral security for the Loan appropriate prepayment premium calculated in an interest bearing account at an Eligible Institution, accordance with interest accruing on such amounts to the benefit of Borrower; such amounts prepaid shall be applied to the Loan on the next Monthly Payment Date, with any interest on such funds paid to Borrower on such date provided no Event of Default then exists. Furthermore, except as provided in this Section 2.7(b) hereof, any prepayment received by Lender prior to December 6, 2014 shall be accompanied by the Yield Maintenance Premium2.e. (b2) On each date on which Lender actually receives a distribution The Borrower shall prepay principal amounts outstanding under the Equipment Line of Net ProceedsCredit Facility within five (5) business days of Borrower’s receipt thereof, and if Lender does not make such Net Proceeds available to Borrower for Restoration, Borrower shall, at Lender’s option, prepay the outstanding principal balance of the Note in an amount equal to one hundred percent (100%) of such Net Proceeds together with any applicable Interest Shortfall. No Yield Maintenance Premium shall be due in connection with any prepayment made pursuant to this Section 2.7(b). Any prepayment received the cash proceeds from the sale, transfer or other disposition of equipment by Lender pursuant to this Section 2.7(b) on a date other than a Monthly Payment Date shall be held by Lender as collateral security for the Loan in an interest bearing, Eligible Account, with such interest accruing to the benefit of Borrower, and shall be applied the purchase of which was funded in whole or in part by Lender on the next Monthly Payment Dateproceeds of an Equipment Loan. (c3) If after The Borrower shall prepay principal amounts outstanding under the Term Loan Facility within five (5) business days of Borrower’s receipt thereof, in an Event of Default, payment of all or any part amount equal to one hundred percent (100%) of the principal proceeds from the sale, lease, transfer or other disposition of the Loan is tendered by Borrowerreal property located at 1▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, a purchaser at foreclosure or any other Person▇▇▇▇ ▇▇▇▇, such purchaser at foreclosure or other Person shall pay the Yield Maintenance PremiumYork County, in addition to the outstanding principal balance, all accrued and unpaid interest and other amounts payable under the Loan Documents. Notwithstanding anything to the contrary contained herein or in any other Loan Document, any prepayment of the Debt shall be applied to the Debt in such order and priority as may be determined by Lender in its sole discretionPennsylvania 17327-8606.

Prepayments. (ai) Except as otherwise provided hereinIf, Borrower shall not have prior to Closing, Seller pays any license fees, tariffs, rentals, service fees, payments for utilities, payments for Inventory, or other similar obligations with respect to the right to prepay the Loan Assets or Seller's Business which under GAAP are attributable, in whole or in part, to the period after the Closing Date, Seller shall be entitled to a credit in the Adjustment Amount with respect to the portion thereof which under GAAP is attributable to the period after the Closing Date; provided that, Seller shall not be entitled to a credit under this Section for the prepayment of any accounts payable of Seller for the purchase by Seller, the shipment to Seller or the handling prior to delivery to Seller of any Inventory to the extent Seller is paid for such Inventory pursuant to Section 3.3 and such accounts payable are not deducted in determining the Purchase Price for such Inventory. Borrower mayIf, provided no Event of Default has occurred and prior to Closing, Seller is continuingpaid any license fees, at its option and upon thirty (30) days prior notice tariffs, rentals, service fees, payments for utilities, or other similar revenues with respect to Lender (the Assets or such shorter period of time as may be permitted by Lender in its sole discretion)Seller's Business which under GAAP are attributable, prepay the Debt in whole on any date. Any prepayment received by Lender on a date other than a Monthly Payment Date shall include interest which would have accrued thereon or in part, to the next Monthly Payment Date (such amountsperiod after the Closing Date, the “Interest Shortfall”) and such amounts (i.e. principal and interest prepaid by Borrower) Refinery Buyer shall be held by Lender as collateral security for entitled to a credit in the Loan in an interest bearing account at an Eligible Institution, Adjustment Amount with interest accruing on such amounts respect to the benefit of Borrower; such amounts prepaid shall be applied portion thereof which under GAAP is attributable to the Loan on period after the next Monthly Payment Date, with any interest on such funds paid to Borrower on such date provided no Event of Default then exists. Furthermore, except as provided in Section 2.7(b) hereof, any prepayment received by Lender prior to December 6, 2014 shall be accompanied by the Yield Maintenance Premium. (b) On each date on which Lender actually receives a distribution of Net Proceeds, and if Lender does not make such Net Proceeds available to Borrower for Restoration, Borrower shall, at Lender’s option, prepay the outstanding principal balance of the Note in an amount equal to one hundred percent (100%) of such Net Proceeds together with any applicable Interest Shortfall. No Yield Maintenance Premium shall be due in connection with any prepayment made pursuant to this Section 2.7(b). Any prepayment received by Lender pursuant to this Section 2.7(b) on a date other than a Monthly Payment Date shall be held by Lender as collateral security for the Loan in an interest bearing, Eligible Account, with such interest accruing to the benefit of Borrower, and shall be applied by Lender on the next Monthly Payment Closing Date. (ii) Refinery Buyer acknowledges that, from time to time, Seller enters into agreements for the future delivery of crude oil necessary for the continued operation of the Facility, and that Seller may deem it necessary to enter into such agreements following the date hereof and through the Closing Date. Refinery Buyer further acknowledges that some of those agreements require Seller to prepay for such future deliveries of crude oil and others require that Seller provide the crude oil supplier with letters of credit issued on behalf of Seller to secure Seller's obligation to pay for such future deliveries of crude oil ("Crude Supply LCs"). Prior to Closing, Seller and Buyers shall (a) amend SCHEDULE A-3 to include any such crude oil supply agreements entered into by Seller as contemplated in this paragraph (ii) of Section 3.4 and (b) amend SCHEDULE 9.7 to include any such Crude Supply LCs issued on behalf of Seller as contemplated in this paragraph (ii) of Section 3.4. At Closing, Seller shall be entitled to a credit in the Adjustment Statement for such prepayments for crude oil to the extent such crude oil is not delivered at the Facility prior to Closing. At Closing, Refinery Buyer shall cause to be delivered to each applicable beneficiary of such Crude Supply LCs a replacement letter of credit or other obligation deemed satisfactory by such beneficiary and shall cause the release as of the Closing Date of Seller and its Affiliates from all obligations and liabilities relating to such Crude Supply LCs, in the manner provided in Section 9.7 with respect to Existing Credit Support, provided that, Refinery Buyer shall be entitled to a credit in the Adjustment Statement for the unpaid cost of any such crude oil which has been received at the Facility prior to the Closing and for which Refinery Buyer causes to be delivered to the applicable beneficiary a replacement letter of credit pursuant to this paragraph (ii) of Section 3.4. Not less than two days prior to the Closing Date, Seller will provide Refinery Buyer with an estimate of the aggregate amounts of (a) prepayments for crude oil, (b) Crude Supply LCs and (c) If after an Event crude oil received under Crude Supply LCs, as contemplated in this paragraph (ii) of DefaultSection 3.4, payment which amounts will be calculated by Seller from Sellers' books and records and reflected in the Adjustment Statement, subject to post-Closing review and adjustment in accordance with the provisions of all or any part of the principal of the Loan is tendered by Borrower, a purchaser at foreclosure or any other Person, such purchaser at foreclosure or other Person shall pay the Yield Maintenance Premium, in addition to the outstanding principal balance, all accrued and unpaid interest and other amounts payable under the Loan Documents. Notwithstanding anything to the contrary contained herein or in any other Loan Document, any prepayment of the Debt shall be applied to the Debt in such order and priority as may be determined by Lender in its sole discretionSection 3.5.

Prepayments. (a) Except as otherwise provided herein, The Borrower shall not have the no right to prepay the principal amount of any Loan during the respective Lockout Period. (b) From and after the Lockout Period of each Loan, the Borrower may, upon at least fifteen (15) days' prior notice to the Lender (stating the proposed date, the identity of the Approved Motel Facility for which Loan (or Loans) is being prepaid, and the aggregate principal amount of the prepayment) prepay the outstanding principal amount of each Loan in whole or in part, together with accrued interest to the date of such prepayment on the principal amount prepaid, provided, however, that during the period from the expiration of the Lockout Period through the first anniversary of the respective Loan, the Borrower shall also pay to the Lender a sum (the "Yield Maintenance Amount") equal to one percent (1%) of the principal amount prepaid plus any costs, fees or expenses incurred by the Lender in connection with such prepayment including, without limitation, any costs to unwind any LIBOR Base Rate contracts (if any). Borrower may, provided no Event of Default has occurred and is continuing, at its option and upon thirty (30) days prior The Lender shall deliver notice to Lender the Borrower of the amount of any Yield Maintenance Amount due with respect to any prepayment by the Borrower at least three (3) Business Days prior to the date of such prepayment, which notice shall be conclusive and binding upon the Borrower absent manifest error. Upon the giving of such notice of prepayment by the Borrower, the principal amount of the Loan (or Loans) specified to be prepaid shall become due and payable on the date specified for such shorter period of time as prepayment. (c) The Borrower may be permitted by Lender in its sole discretion)prepay each Loan, prepay the Debt in whole on any date. 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 (such amountsor in part, the “Interest Shortfall”) 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 without payment of Borrower; such amounts prepaid shall be applied to the Loan on the next Monthly Payment Date, with any interest on such funds paid to Borrower on such date provided no Event of Default then exists. Furthermore, except as provided in Section 2.7(b) hereof, any prepayment received by Lender prior to December 6, 2014 shall be accompanied by the Yield Maintenance PremiumAmount or any other premium or penalty after the first anniversary of the Closing Date of the respective Loan. (bd) On each date on which Notwithstanding anything set forth in the Agreement, the Notes or any other Loan Documents, in no event shall the Lender actually receives a distribution have any obligations to fund Loans in an aggregate amount exceeding the amount of Net ProceedsCommitment. If at any time the aggregate principal amount of Loan (or Loans) outstanding at such time exceeds the amount of Commitment, and if Lender does not make such Net Proceeds available to the Borrower for Restoration, Borrower shall, at Lender’s option, shall forthwith prepay the Loans then outstanding principal balance of the Note in an amount equal to one hundred percent (100%) of such Net Proceeds excess, together with any applicable Interest Shortfall. No Yield Maintenance Premium shall be due in connection with any prepayment made pursuant to this Section 2.7(b). Any prepayment received by Lender pursuant to this Section 2.7(b) on a date other than a Monthly Payment Date shall be held by Lender as collateral security for the Loan in an interest bearing, Eligible Account, with such interest accruing to the benefit of Borrower, and shall be applied by Lender on the next Monthly Payment Dateaccrued interest. (c) If after an Event of Default, payment of all or any part of the principal of the Loan is tendered by Borrower, a purchaser at foreclosure or any other Person, such purchaser at foreclosure or other Person shall pay the Yield Maintenance Premium, in addition to the outstanding principal balance, all accrued and unpaid interest and other amounts payable under the Loan Documents. Notwithstanding anything to the contrary contained herein or in any other Loan Document, any prepayment of the Debt shall be applied to the Debt in such order and priority as may be determined by Lender in its sole discretion.

Prepayments. (a) Except as otherwise provided herein, Borrower shall not have the right to prepay the Loan in whole or in part. On and after the Monthly Payment Date occurring three (3) months prior to the Maturity Date (the “Lockout Release Date”), Borrower may, provided no Event of Default has occurred and is continuing, at its option and upon thirty ten (3010) days Business Days prior notice to Lender (or such shorter period of time as may be permitted by Lender in its sole discretion) (a “Prepayment Notice”), prepay the Debt in whole on any datedate without payment of the 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 (such amounts, the “Interest Shortfall”) 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 shall be applied to the Loan on the next Monthly Payment Date, with any interest on such funds paid to Borrower on such date provided no Event of Default then exists. Furthermore, except as provided in Section 2.7(b) hereof, any prepayment received by Lender prior to December 6, 2014 shall be accompanied by the Yield Maintenance Premium. (b) On each date on which Lender actually receives a distribution of Net Proceeds, and if Lender does not make such Net Proceeds available to Borrower for Restoration, Borrower shall, at Lender’s option, prepay the outstanding principal balance of the Note in an amount equal to one hundred percent (100%) of such Net Proceeds together with any applicable Interest Shortfall. No Yield Maintenance Premium shall be due in connection with any prepayment made pursuant to this Section 2.7(b). Any prepayment received by Lender pursuant to this Section 2.7(b) on a date other than a Monthly Payment Date shall be held by Lender as collateral security for the Loan in an interest bearing, Eligible Account, with such interest accruing to the benefit of Borrower, and shall be applied by Lender on the next Monthly Payment Date. (c) If after an Event of Default, payment of plus all or any part of the principal of the Loan is tendered by Borrower, a purchaser at foreclosure or any other Person, such purchaser at foreclosure or other Person shall pay the Yield Maintenance Premium, in addition to the outstanding principal balance, all accrued and unpaid interest and other amounts payable then due under the Loan Documents. Notwithstanding anything ▇▇▇▇▇▇▇▇ hereby agrees that in the event ▇▇▇▇▇▇▇▇ delivers a Prepayment Notice and fails to prepay the contrary contained herein or Loan in any other Loan Documentaccordance with the Prepayment Notice and the terms of this Section 2.7 (a “Prepayment Failure”), any prepayment of the Debt Borrower shall be applied pay to the Debt in such order Lender, on demand, all out-of-pocket costs and priority as may be determined expenses incurred by Lender in its sole discretionwith respect to any such Prepayment Failure.

Prepayments. (a) Except as otherwise provided hereinThe Borrower may, from time to time on any Business Day, upon at least one Business Day’s notice to the Funds Administrator stating the proposed date and aggregate principal amount thereof, and if such notice is given, the Borrower shall not have the right to shall, prepay the Loan outstanding principal amount of the Prime Rate Loans (including any Swingline Loan) comprising part of the same Borrowing in whole or ratably in part; provided, that any partial prepayment of such Prime Rate Loans shall be in an aggregate principal amount of not less than $100,000. The Borrower may, provided no Event of Default has occurred and is continuing, may from time to time upon at its option and upon thirty (30) days prior least three Business Days’ notice to Lender (or the Funds Administrator stating the proposed date and the aggregate principal amount thereof, and if such shorter period of time as may be permitted by Lender in its sole discretion)notice is given, the Borrower shall, prepay the Debt outstanding principal amount of the Fixed Rate Loans comprising part of the same Borrowing in whole on or ratably in part; provided, that any datepartial prepayment of such Fixed Rate Loans shall be in an aggregate principal amount of not less than $2,000,000 or an integral multiple of $1,000,000 in excess thereof. Any prepayment received by Lender on a date other than a Monthly Payment Date shall include interest which would have accrued thereon Subject to the next Monthly Payment Date (preceding two sentences, Borrower may apply any optional prepayment of the Loans to such amounts, portions of the “Interest Shortfall”) and such amounts (i.e. principal and interest prepaid by Borrower) shall be held by Lender Loans 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 shall be applied to the Loan on the next Monthly Payment Date, with any interest on such funds paid to Borrower on such date provided no Event of Default then exists. Furthermore, except as provided in Section 2.7(b) hereof, any prepayment received by Lender prior to December 6, 2014 shall be accompanied by the Yield Maintenance Premiummay elect. (b) On each date on which Lender actually receives a distribution of Net Proceeds, and if Lender does not make such Net Proceeds available The Borrower shall from time to Borrower for Restoration, Borrower shall, at Lender’s option, time prepay the outstanding principal balance Loans comprising part of the Note same Borrowing in an such amounts as shall be necessary so that at all times the aggregate amount equal to one hundred percent (100%of Loans outstanding shall not be in excess of the Total Commitment. Any prepayment required by this Section 2.08(b) of such Net Proceeds together with any applicable Interest Shortfall. No Yield Maintenance Premium shall be due in connection with any on the date such prepayment made accrues pursuant to this Section 2.7(b). Any prepayment received by Lender pursuant to this Section 2.7(b) on a date other than a Monthly Payment Date shall be held by Lender as collateral security for the Loan in an interest bearing, Eligible Account, with such interest accruing to the benefit of Borrower, and shall be applied by Lender on the next Monthly Payment Datepreceding sentence. (c) If after an Event Each prepayment of Default, payment Fixed Rate Loans shall be accompanied by a prepayment of all or any part accrued interest to the date of such prepayment on the principal amount prepaid. In the event of the Loan is tendered by Borrower, a purchaser at foreclosure or any other Person, such purchaser at foreclosure or other Person shall pay the Yield Maintenance Premium, in addition to the outstanding principal balance, all accrued and unpaid interest and other amounts payable under the Loan Documents. Notwithstanding anything to the contrary contained herein or in any other Loan Document, any prepayment of a Fixed Rate Loan, the Debt Borrower shall be obligated to reimburse the Banks in respect thereof pursuant to Section 2.12. Unless otherwise specified by the Borrower, all mandatory prepayments of the Loans shall first be applied to Prime Rate Borrowings, and second to such Fixed Rate Borrowings as the Debt in such order and priority as Funds Administrator may be determined by Lender in its sole discretionselect.

Prepayments. (ai) Except as otherwise provided hereinSubject to clause (ii) below, the Borrower may (A) at any time and from time to time prepay all or any portion of the outstanding principal amount of any Advance under the FFB Note, upon prior submission of a Prepayment Election Notice by the Borrower to DOE and FFB (with a copy to the Custodial Agent) not less than ten (10) Business Days prior to the Intended Prepayment Date in accordance with the terms hereof and the FFB Note and (B) pursuant to Section 10.01 (Events of Default) and upon prior submission of a Prepayment Election Notice by the Borrower to DOE and FFB (with a copy to the Custodial Agent) not less than ten (10) Business Days prior to the Intended Prepayment Date in accordance with the terms hereof and the FFB Note, from time to time prepay (1) all of the outstanding principal amount of the Advance(s) relating to any Eligible Project with respect to which a Specified Covenant Event has occurred or (2) all outstanding Advances following the occurrence of a Specified Prepayment Event. (ii) The Advances may only be prepaid under clause (i)(A) above on or prior to the last day of the Availability Period if either such prepayment includes prepayment (x) in full of all outstanding Advances and all other Secured Obligations, in which case the Borrower shall not have simultaneously cancel the right outstanding commitment of FFB to prepay make Advances to the Loan in whole Borrower, or (y) in part. , with prior written notice to DOE. (iii) For any prepayments pursuant to Section 10.01 (Events of Default) (other than on account of a Specified Prepayment Event) where the amount of such prepayment is greater than $100,000,000 (for purposes of such calculation, only the relevant principal amount of the Advance(s) related to such Eligible Project shall be considered) and the Borrower may, provided no Event has elected to pay such amount in quarterly installments: (A) the Borrower shall be required to pay the first installment of Default has occurred and such prepayment on or prior to the date that is continuing, at its option and upon thirty ninety (3090) days following the applicable Prepayment Trigger Date and each subsequent quarterly installment on or 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. 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 date that is ninety (such amounts, 90) days following the prior payment date; (B) the principal amount of each quarterly installment shall be equal to the aggregate outstanding principal amount of the total prepayment divided by four (4) (the “Interest ShortfallQuarterly Principal Amount”) and such amounts (i.e. principal and interest prepaid by Borrower) shall be held by Lender as collateral security and, for the Loan avoidance of doubt, each prepayment made will require the simultaneous payment in an interest bearing account at an Eligible Institution, with interest accruing on such amounts to the benefit full of Borrower; such amounts prepaid shall be applied to the Loan on the next Monthly Payment Date, with any all accrued interest on such funds paid to Borrower on such date provided no Event of Default then exists. Furthermore, except as provided in Quarterly Principal Amount and all other requirements under Section 2.7(b3.05(a) hereof, any prepayment received by Lender prior to December 6, 2014 shall be accompanied by the Yield Maintenance Premium. (b) On each date on which Lender actually receives a distribution of Net Proceeds, and if Lender does not make such Net Proceeds available to Borrower for Restoration, Borrower shall, at Lender’s option, prepay the outstanding principal balance of the Note in an amount equal to one hundred percent (100%) of such Net Proceeds together with any applicable Interest Shortfall. No Yield Maintenance Premium shall be due in connection with any prepayment made pursuant to this Section 2.7(b). Any prepayment received by Lender pursuant to this Section 2.7(b) on a date other than a Monthly Payment Date shall be held by Lender as collateral security for the Loan in an interest bearing, Eligible Account, with such interest accruing to the benefit of Borrower, and shall be applied by Lender on the next Monthly Payment Date. (c) If after an Event of Default, payment of all or any part of the principal of the Loan is tendered by Borrower, a purchaser at foreclosure or any other Person, such purchaser at foreclosure or other Person shall pay the Yield Maintenance Premium, in addition to the outstanding principal balance, all accrued and unpaid interest and other amounts payable under the Loan Documents. Notwithstanding anything to the contrary contained herein or in any other Loan Document, any prepayment of the Debt shall be applied to the Debt in such order and priority as may be determined by Lender in its sole discretion.

Prepayments. (ai) Except as otherwise provided herein, The Borrower shall not have the right at any time and from time to time to prepay the Loan any Borrowing in whole or in part. Borrower may, provided no Event of Default has occurred part without premium (but subject to Section 2.10 and is continuing, 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. 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 (such amounts, the “Interest Shortfall”) 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 shall be applied to the Loan on the next Monthly Payment Date, with any interest on such funds paid to Borrower on such date provided no Event of Default then exists. Furthermore, except as provided in Section 2.7(bthis Section). (ii) hereof, any prepayment received by Lender All voluntary prepayments of Tranche B Term Loans pursuant to this paragraph (a) (A) on or prior to December 6, 2014 the No-Call Date shall be accompanied by a prepayment fee equal to the Make-Whole Amount, (B) after the No-Call Date and on or prior to the 12-month anniversary of the No-Call Date shall be accompanied by a prepayment fee equal to 4.00% of the aggregate principal amount of such prepayments and (C) after the 12-month anniversary of the No-Call Date and on or prior to the 18-month anniversary of the No-Call Date shall be accompanied by a prepayment fee equal to 2.00% of the aggregate principal amount of such prepayments. (iii) In the event that all or any portion of the Tranche B II Term Loans are prepaid from the incurrence of bank Indebtedness or repriced (or effectively refinanced) through any amendment of this Agreement such that the Weighted Average Yield Maintenance Premiumon such Tranche B II Term Loans is less than the Weighted Average Yield applicable to such Tranche B II Term Loans on the Second Restatement Effective Date, any such prepayment, repricing or refinancing that occurs prior to the first anniversary of the Second Restatement Effective Date shall be accompanied by a prepayment fee equal to 1.00% of the aggregate principal amount of such prepayment or the aggregate principal amount subject to such repricing or refinancing. (iv) In the event that all or any portion of the Tranche B III Term Loans are prepaid from the incurrence of bank Indebtedness or repriced (or effectively refinanced) through any amendment of this Agreement such that the Weighted Average Yield on such Tranche B III Term Loans is less than the Weighted Average Yield applicable to such Tranche B III Term Loans on the Third Restatement Effective Date, any such prepayment, repricing or refinancing that occurs prior to October 4, 2012 shall be accompanied by a prepayment fee equal to 1. 00% of the aggregate principal amount of such prepayment or the aggregate principal amount subject to such repricing or refinancing. (b) On each date on When the aggregate amount of Excess Proceeds exceeds $10,000,000, the Borrower shall within 15 days notify the Administrative Agent thereof and prepay the Loans in the amount of such Excess Proceeds without premium (but subject to Section 2.10) (as reduced by any portion thereof which has been rejected by Declining Lenders pursuant to clause (e) below and specified in a notice delivered by the Administrative Agent to the Borrower). To the extent there are any remaining Excess Proceeds following the completion of the prepayment required hereunder as a result of Lender actually receives elections not to accept such prepayment, the Borrower shall apply such Excess Proceeds to the repayment of other Indebtedness of the Borrower or any Restricted Subsidiary that is a distribution Subsidiary of Net Proceedsthe Borrower, to the extent permitted or required under the terms thereof. Any other remaining Excess Proceeds may be applied to any use as determined by Level 3 which is not otherwise prohibited by this Agreement, and if Lender does not make such Net the amount of Excess Proceeds available to Borrower for Restoration, Borrower shall, at Lender’s option, prepay the outstanding principal balance of the Note in an amount equal to one hundred percent (100%) of such Net Proceeds together with any applicable Interest Shortfall. No Yield Maintenance Premium shall be due in connection with any prepayment made pursuant reset to this Section 2.7(b). Any prepayment received by Lender pursuant to this Section 2.7(b) on a date other than a Monthly Payment Date shall be held by Lender as collateral security for the Loan in an interest bearing, Eligible Account, with such interest accruing to the benefit of Borrower, and shall be applied by Lender on the next Monthly Payment Datezero. (c) If after an Event Not fewer than 30 days prior to any payment or prepayment of Defaultany principal amount of the Loan Proceeds Note , the Borrower shall notify the Administrative Agent thereof and shall, on the date of such payment or prepayment, subject to paragraph (e) below, prepay the Loans at a price equal to the principal amount of all the Loans without premium (but subject to Section 2.10); provided, however that (i) on the date of such payment or prepayment of the Loan Proceeds Note, the Administrative Agent shall notify the Borrower of the required amount of such prepayment (as reduced by any part portion thereof which has been rejected by Declining Lenders pursuant to clause (e) below) and (ii) the Borrower shall immediately prepay the Loans in such amount in accordance with clause (e) below. (d) Upon the occurrence of a Change of Control Triggering Event, the Borrower shall within 30 days of such occurrence notify the Administrative Agent thereof and prepay the Loans not later than 30 Business Days following such notification; provided, however that (i) at the expiration of such 30 Business Day period, the Administrative Agent shall notify the Borrower of the required amount of such prepayment (as reduced by any portion thereof which has been rejected by Declining Lenders pursuant to clause (e) below) and the Borrower shall immediately prepay the Loans in such amount in accordance with clause (e) below and (ii) the Borrower shall also pay, on the date of such prepayment, to each Lender receiving such prepayment a fee equal to 1.00% of the principal amount of the Loans prepaid to such Lender. (e) With respect to any proposed mandatory prepayment of the Loans pursuant to clause (b), (c) or (d) above, any Lender may, at its option, elect not to accept such prepayment (any Lender making such election being a “Declining Lender”) as follows: each Declining Lender shall give written notice thereof to the Administrative Agent not later than 10:00 a.m. New York City time on the date which is two Business Days prior to the date on which the Administrative Agent is required to notify the Borrower of the amount of the applicable prepayment pursuant to clause (b), (c) or (d) above. On the date of prepayment, an amount equal to that portion of the Loan is tendered by Borrowerthen to be prepaid (less the amount thereof that would otherwise be payable to Declining Lenders) shall be paid to the Lenders that are not Declining Lenders in accordance with subsection (f) below. In the event that the Administrative Agent has not, with respect to any mandatory prepayment, received a purchaser at foreclosure or any other Personnotice from a Lender in accordance with this clause (e), such purchaser at foreclosure Lender shall be deemed to have waived its rights under this clause (e) to decline receipt thereof. (f) The Borrower (or other Person Level 3 on its behalf) shall pay notify the Yield Maintenance Premium, in addition to the outstanding principal balance, all accrued and unpaid interest and other amounts payable under the Loan Documents. Notwithstanding anything to the contrary contained herein or in any other Loan Document, Administrative Agent by telephone (confirmed by telecopy) of any prepayment hereunder not later than 1:00 p.m., New York City time, two Business Days before the date of the Debt shall be applied to the Debt in prepayment or such order and priority lesser period as may be determined acceptable to the Administrative Agent. Each such notice shall be irrevocable and shall specify the prepayment date, the principal amount to be prepaid and, in the case of a mandatory prepayment, a reasonably detailed calculation of the amount of such prepayment and, in the case of a prepayment pursuant to clause (a) of this Section, the Class or Classes to which such prepayment shall be applied. Promptly following receipt of any such notice, the Administrative Agent shall advise the Lenders of the contents thereof. Prepayments shall be accompanied by accrued interest to the extent required by Section 2.07. If any prepayment pursuant to this Section is made by the Borrower other than on the last day of the Interest Period applicable to any prepaid Eurodollar Loans, the Borrower shall also pay to each Lender in its sole discretion(other than any Declining Lender) on the date of such prepayment any amount owing to such Lender pursuant to Section 2.10.

Prepayments. (a) Except as otherwise provided herein, Borrower Lessee shall not have the right option, on any scheduled payment date, to prepay all, but not less than all, of the Loan outstanding balance of the Bond by paying the Prepayment Amount. (b) Lessee shall prepay the Bond (by prepaying Lease Payments) in whole or in part. Borrower may, provided no part at any time pursuant to Article IX hereof by paying the applicable Damaged Collateral Amount. (c) Lessee shall prepay the Bond (by prepaying Lease Payments) in full immediately upon demand of Bondholder after the occurrence of an Event of Default has occurred and is continuing, at its option and upon thirty (30) days prior notice by paying the applicable Prepayment Amount. If there are any funds remaining in the Escrow Fund pursuant to Lender (or the Escrow Agreement a portion of such shorter period of time as prepayment may be permitted by Lender in its sole discretion), made with such funds. (d) Lessee shall prepay the Debt Bond (by prepaying Lease Payments) in whole on any date. Any prepayment received full immediately upon demand of Bondholder after the occurrence of a Determination of Taxability by Lender on a date other than a Monthly Payment Date shall include interest which would have accrued thereon paying the applicable Prepayment Amount plus an amount necessary to supplement the prior Lease Payments to the next Monthly Payment Date Gross-Up Rate. (e) The amounts due hereunder shall be paid, and the amounts due under the Bond shall be paid, in part with funds remaining in the Escrow Fund upon termination of the Escrow Agreement as provided in Section 2.03 of the Escrow Agreement and, if less than 80% of the amount deposited in the Escrow Fund has been disbursed pursuant to the Escrow Agreement, together with a prepayment premium calculated at the percentage used to determine the Prepayment Amount at the date of such amountsprepayment. (f) Upon any prepayment in part of the Bond, the “Interest Shortfall”) 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 prepayment shall be applied to the Loan on the next Monthly Payment Date, with any interest on such funds paid to Borrower on such date provided no Event of Default then exists. Furthermore, except as provided in Section 2.7(b) hereof, any prepayment received by Lender prior to December 6, 2014 shall be accompanied by the Yield Maintenance Premium. (b) On each date on which Lender actually receives a distribution of Net Proceeds, Bond and if Lender does not make such Net Proceeds available to Borrower for Restoration, Borrower shall, at Lender’s option, prepay the outstanding principal balance of the Note in an amount equal to one hundred percent (100%) of such Net Proceeds together with any applicable Interest Shortfall. No Yield Maintenance Premium shall be due in connection with any prepayment made pursuant to this Section 2.7(b). Any prepayment received by Lender pursuant to this Section 2.7(b) on a date other than a Monthly Payment Date shall be held by Lender as collateral security for the Loan in an interest bearing, Eligible Account, with such interest accruing to the benefit of Borrower, related Lease Payments and shall be applied by Lender on the next Monthly Payment Date. (c) If after an Event of Default, payment of all or any part of the principal of the Loan is tendered by Borrower, a purchaser at foreclosure or any other Person, such purchaser at foreclosure or other Person shall pay the Yield Maintenance Premium, in addition to the outstanding principal balance, all accrued and unpaid interest and other amounts payable under the Loan Documents. Notwithstanding anything to the contrary contained herein or in any other Loan Document, any prepayment of the Debt shall be applied to the Debt in such order and priority due hereunder as may be determined by Lender in its sole discretionBondholder.

Prepayments. The Debtor may repay the indebted capital in advance, provided that: (i) it delivers an irrevocable notice in writing to the Bank at least 30 calendar days in advance to the prepayment date, and (ii) it pays to the Bank as an additional cost or compensation for such early prepayment the equivalent of the amount of interest accrued as of the prepayment date, plus breaking-fund cost which is the amount in UF resulting from the application of the following formula: (a) Except as otherwise provided herein, Borrower shall not have the right to prepay the Loan in whole or in part. Borrower may, provided no Event of Default has occurred and is continuing, 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. 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 (such amounts, the “Interest Shortfall”) 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 shall be applied to the Loan on the next Monthly Payment Date, with any interest on such funds paid to Borrower on such date provided no Event of Default then exists. Furthermore, except as provided in Section 2.7(b) hereof, any prepayment received by Lender prior to December 6, 2014 shall be accompanied by the Yield Maintenance Premium. VP Two less VP One times (b) On each the quotient between prepaid capital and unpaid balance. The terms of this formula have the following meaning: (i) “VP One” shall correspond to the current value of unpaid capital and interest instalments as of the prepayment date on which Lender actually receives a distribution discounted at the fixed interest rate of Net Proceedscredit granting, and if Lender does (ii) “VP Two” shall correspond to the current value of unpaid capital and interest instalments as of the prepayment date discounted at the interest rate resulting from adding (i) the BCU interest rate representing the remaining duration of the corresponding loan which is prepaid on the prepayment date, plus (ii) a margin or spread of 0.8 annual percentage points. For this purpose, the interest rate for “VP Two” will be the BCU on the ▇▇▇▇▇▇▇▇▇▇▇.▇▇▇ web page as of the date immediately prior to prepayment date. In the event the result of the formula is negative, there shall not make such Net Proceeds available be a fixed rate breaking-fund cost payment, and only the capital and interests accrued as of the anticipated date shall be paid. In case of partial prepayments, their amount shall not be lower than 10% the indebted capital. EIGHTH: Documents corresponding to Borrower for Restoration, Borrower the Disbursements granted against a Credit Line. In order to guarantee the Debtor’s obligations to repay to the Creditor the amounts of currency disbursed against the Credit Line and their interest the Debtor shall, at Lender’s option, prepay the outstanding principal balance as of the Note in an amount equal to one hundred percent (100%) date of such Net Proceeds together with any applicable Interest Shortfall. No Yield Maintenance Premium shall be due in connection with any prepayment made pursuant to this Section 2.7(b). Any prepayment received by Lender pursuant to this Section 2.7(b) on a date other than a Monthly Payment Date shall be held by Lender as collateral security for the Loan in an interest bearingeach disbursement it may request, Eligible Account, with such interest accruing subscribe to the benefit order of Borrower, the Bank one or more fixed term promissory notes in the amount corresponding to the disbursement. Subscription and delivery of promissory notes shall be applied neither cause a novation nor affects or will affect in any manner the obligations undertaken by Lender the Debtor with the Bank on the next Monthly Payment Date. (c) If after an Event occasion of Default, payment of all or any part of the principal of the Loan is tendered by Borrower, a purchaser at foreclosure or any other Person, such purchaser at foreclosure or other Person shall pay the Yield Maintenance Premium, in addition to the outstanding principal balance, all accrued and unpaid interest and other amounts payable under the Loan Documentsthis Agreement. Notwithstanding anything to the contrary contained herein or in any other Loan Document, any prepayment of the Debt shall be applied to the Debt in such order and priority as may be determined by Lender in its sole discretion.NINTH:

Prepayments. (a) Except as otherwise provided herein, Borrower shall not have the right to may prepay the Loan in whole or in part. part without any penalty; provided, however, if the Borrower may, provided no Event shall prepay any LIBOR Rate Tranche prior to the expiration of Default has occurred its applicable Interest Period or if Borrower shall fail to obtain the Advance or convert any amounts after delivering and is continuing, at its option and upon thirty pursuant to an election satisfying the Minimum Notice Requirement (30unless Borrower elects to cancel a LIBOR Rate Tranche due to one or more Rate Affected Lenders giving notice under clause 5(E) days prior notice of Section 3.4(b) that they are unable or unwilling to Lender (or maintain such shorter period of time as may be permitted by Lender in its sole discretionLIBOR Rate Tranche), prepay Borrower shall pay to the Debt Lenders an amount (the “Consequential Loss”) equal to any actual loss, expense or reduction in whole on yield that any datesuch Lender reasonably incurs as a result of such event. Any prepayment received Consequential Loss required to be paid 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 (such amounts, the “Interest Shortfall”) 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 shall be applied to the Loan on the next Monthly Payment Date, with any interest on such funds paid to Borrower on such date provided no Event of Default then exists. Furthermore, except as provided in Section 2.7(b) hereof, any prepayment received by Lender prior to December 6, 2014 shall be accompanied by the Yield Maintenance Premium. (b) On each date on which Lender actually receives a distribution of Net Proceeds, and if Lender does not make such Net Proceeds available to Borrower for Restoration, Borrower shall, at Lender’s option, prepay the outstanding principal balance of the Note in an amount equal to one hundred percent (100%) of such Net Proceeds together with any applicable Interest Shortfall. No Yield Maintenance Premium shall be due in connection with any prepayment made pursuant to this Section 2.7(b)3.5 or any other provisions of this Agreement or of the other Loan Documents in connection with the prepayment of any LIBOR Rate Tranches shall be due and payable whether such prepayment is being made voluntarily or involuntarily, including, without limitation, as a result of an acceleration of sums due under LIBOR Rate Tranches or any part thereof due to an Event of Default. Any prepayment received by A Lender (through Administrative Agent) must request compensation under this Section 3.5 as promptly as practicable after it obtains knowledge of the event which entitles it to such compensation, but in any event within 180 days after it obtains such knowledge and pursuant to a certificate which sets forth the amount such Lender is entitled to receive pursuant to this Section 2.7(b) on a date other than a Monthly Payment Date 3.5 and the basis for determining such amount, which certificate shall be held by Lender presumptively correct as collateral security for the Loan in an interest bearing, Eligible Account, with such interest accruing to the benefit matters set forth therein in the absence of Borrower, and manifest error. Any amounts received by Administrative Agent from Borrower pursuant hereto shall be applied disbursed by Lender on the next Monthly Payment Date. (c) If after an Event of Default, payment of all or any part of the principal of the Loan is tendered by Borrower, a purchaser at foreclosure or any other Person, such purchaser at foreclosure or other Person shall pay the Yield Maintenance Premium, Administrative Agent in addition immediately available funds to the outstanding principal balance, all accrued and unpaid interest and other amounts payable under the Loan Documents. Notwithstanding anything to the contrary contained herein or in any other Loan Document, any prepayment of the Debt shall be applied to the Debt in Lenders requesting such order and priority as may be determined by Lender in its sole discretionamounts.

Prepayments. (a) Except as otherwise provided herein, Borrower shall not have the right to prepay the Loan in whole or in part. On and after the Monthly Payment Date occurring three (3) months prior to the Maturity Date (the “Permitted Prepayment Date”), Borrower may, provided no Event of Default has occurred and is continuing, 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 or in part on any datedate without payment of the 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 (such amounts, the “Interest Shortfall”) 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 shall be applied to the Loan on the next Monthly Payment Date, with any interest on such funds paid to Borrower on such date provided no Event of Default then exists. Furthermore, except as provided in Section 2.7(b) hereof, any prepayment received by Lender prior to December 6, 2014 shall be accompanied by the Yield Maintenance Premium. (b) On each date on which Lender actually receives a distribution of Net Proceeds, and if Lender does is not required to make such Net Proceeds available to Borrower for Restoration, Borrower shall, at Lender’s option, prepay the outstanding principal balance of the Note Loan in an amount equal to one hundred percent (100%) of such Net Proceeds together with any applicable Interest Shortfall. No Yield Maintenance Premium shall be due in connection with any prepayment made pursuant to this Section 2.7(b). Any prepayment received by Lender pursuant to this Section 2.7(b) on a date other than a Monthly Payment Date shall be held by Lender as collateral security for the Loan in an interest bearing, Eligible Account, with such interest accruing to the benefit of Borrower, and shall be applied by Lender on the next Monthly Payment Date. (c) If after during the continuance of an Event of Default, payment of all or any part of the principal of the Loan Debt is tendered by BorrowerBorrower , such tender shall be deemed a purchaser at foreclosure voluntary prepayment by Borrower in violation of the prohibition against prepayment set forth in this Section and Borrower shall pay the Default Yield Maintenance Premium, in addition to the outstanding principal balance, all accrued and unpaid interest and other amounts payable under the Loan Documents. If during the continuance of an Event of Default, payment of all or any part of the Debt is recovered by Lender (other Personthan as described in the immediately preceding sentence), such purchaser at foreclosure or other Person recovery shall be deemed a voluntary prepayment by Borrower in violation of the prohibition against prepayment set forth in this Section and Borrower shall pay the Yield Maintenance Premium, in addition to the outstanding principal balance, all accrued and unpaid interest and other amounts payable under the Loan Documents. Notwithstanding anything to the contrary contained herein or in any other Loan Document, any prepayment of the Debt shall be applied to the Debt in such order and priority as may be determined by Lender in its sole discretion. (d) Notwithstanding anything to the contrary contained in this Section 2.7, except with respect to a partial prepayment of the Loan in accordance with Section 2.9 hereof and in connection with a partial release of the Lien of the Security Instrument encumbering any Individual Property located in New York (which prepayment shall be applied to the maximum portion of the Debt secured by such Security Instrument), any partial prepayment of principal shall not be applied to the maximum portion of the Debt secured by the Security Instrument encumbering the Individual Properties located in New York.

Prepayments. (a) Except as otherwise The Borrower may prepay the Base Rate Loans upon not less than one (1) Business Day's prior notice to the Lender, which notice shall specify the prepayment date (which shall be a Business Day) and the amount of the prepayment (which shall be at least $50,000 or the remaining principal balance outstanding on the Note) and shall be irrevocable and effective only upon receipt by the Lender, provided hereinthat interest on the principal prepaid, accrued to the prepayment date, shall be paid on the prepayment date. The Borrower may not prepay any LIBOR Loans prior to the end of an Interest Period (provided that this sentence shall not affect the Borrower's obligation to prepay Loans pursuant to Sections 2.07(b) or (c) or Section 10.01 hereof). (b) If, after giving effect to any termination or reduction of the Commitment pursuant to Section 2.03(b), the outstanding aggregate principal amount of the Loans plus the LC Exposure exceeds the Commitment, the Borrower shall not have the right to (i) prepay the Loan Loans on the date of such termination or reduction in whole or an aggregate principal amount equal to the excess, together with interest on the principal amount paid accrued to the date of such prepayment and (ii) if any excess remains after prepaying all of the Loans, pay to the Lender an amount equal to the excess to be held as cash collateral as provided in part. Section 2.10(b) hereof. (c) Upon any redetermination of the amount of the Borrowing Base in accordance with Section 2.08, if the redetermined Borrowing Base is less than the aggregate outstanding principal amount of the Loans plus the LC Exposure, then the Borrower may, provided no Event of Default has occurred and is continuing, at its option and upon shall within thirty (30) days prior of receipt of written notice to Lender thereof: (or such shorter period of time as may be permitted by Lender in its sole discretion), i) prepay the Debt Loans in whole an aggregate principal amount equal to such excess, together with interest on any date. Any prepayment received by Lender on a date other than a Monthly Payment Date shall include interest which would have the principal amount paid accrued thereon to the next Monthly Payment Date date of such prepayment and (such amountsii) if a Borrowing Base deficiency remains after prepaying all of the Loans because of LC Exposure, the “Interest Shortfall”) and Borrower shall pay to the Lender an amount equal to such amounts (i.e. principal and interest prepaid by Borrower) shall Borrowing Base deficiency to be held by Lender as cash 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 shall be applied to the Loan on the next Monthly Payment Date, with any interest on such funds paid to Borrower on such date provided no Event of Default then exists. Furthermore, except as provided in Section 2.7(b2.10(b) hereof, any prepayment received by Lender prior to December 6, 2014 shall be accompanied by the Yield Maintenance Premium. (bd) On each Upon any reduction pursuant to Schedule I, if the Borrowing Base is less than the aggregate outstanding principal amount of the Loans plus the LC Exposure, then the Borrower shall on the date on which Lender actually receives a distribution of Net Proceeds, and if Lender does not make such Net Proceeds available to Borrower for Restoration, Borrower shall, at Lender’s option, reduction prepay the outstanding principal balance of Loans by the Note in an amount equal to one hundred percent (100%) of such Net Proceeds excess, together with any applicable Interest Shortfall. No Yield Maintenance Premium interest thereon accrued to the date of such prepayment. (e) Prepayments permitted or required under this Section 2.07 shall be due in connection with any without premium or penalty, except as required under Section 5.05 for prepayment made pursuant to this Section 2.7(b)of LIBOR Loans. Any prepayment received by Lender pursuant to this Section 2.7(b) on a date other than a Monthly Payment Date shall made may be held by Lender as collateral security for the Loan in an interest bearing, Eligible Account, with such interest accruing reborrowed subject to the benefit of Borrower, and shall be applied by Lender on the next Monthly Payment Datethen effective Commitment. (c) If after an Event of Default, payment of all or any part of the principal of the Loan is tendered by Borrower, a purchaser at foreclosure or any other Person, such purchaser at foreclosure or other Person shall pay the Yield Maintenance Premium, in addition to the outstanding principal balance, all accrued and unpaid interest and other amounts payable under the Loan Documents. Notwithstanding anything to the contrary contained herein or in any other Loan Document, any prepayment of the Debt shall be applied to the Debt in such order and priority as may be determined by Lender in its sole discretion.

Prepayments. (a) Except as otherwise provided herein, Borrower shall 2.2.1 The principal balance of this Note may not have the right to prepay the Loan be prepaid in whole or in partpart (except with respect to the application of casualty or condemnation proceeds) prior to the Payment Date occurring in April, 2001. Borrower mayOn the Payment Date occurring in April, 2001, or at any time thereafter, provided no Event of Default has occurred and is continuingexists, at its option and the principal balance of this Note may be prepaid, in whole but not in part (except with respect to the application of casualty or condemnation proceeds), on any Payment Date upon not less than thirty (30) days nor more than ninety (90) days prior written notice to Lender (or such shorter period of time as may be permitted by Lender in its sole discretion), prepay specifying the Debt in whole on any date. Any prepayment received by Lender on a date other than a Monthly Payment Date shall include interest on which would have accrued thereon prepayment is to be made (the next Monthly Payment Date (such amounts, the “Interest Shortfall”"Prepayment Date") and such amounts upon payment of (i.e. principal i) interest accrued 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 shall be applied to the Loan unpaid on the next Monthly Payment Date, with any interest on such funds paid to Borrower on such date provided no Event of Default then exists. Furthermore, except as provided in Section 2.7(b) hereof, any prepayment received by Lender prior to December 6, 2014 shall be accompanied by the Yield Maintenance Premium. (b) On each date on which Lender actually receives a distribution of Net Proceeds, and if Lender does not make such Net Proceeds available to Borrower for Restoration, Borrower shall, at Lender’s option, prepay the outstanding principal balance of this Note to and including the Prepayment Date, and (ii) all other sums then due under this Note in an amount equal to one hundred percent (100%) and the other Loan Documents. If any such notice of such Net Proceeds together with any applicable Interest Shortfall. No Yield Maintenance Premium prepayment is given, the principal balance of this Note and the other sums required under this paragraph shall be due and payable on the Prepayment Date. If prepayment of this Note, in connection with any prepayment made pursuant whole or in part, results from Lender's exercise of its rights upon Borrower's default and acceleration of the Maturity Date of this Note (irrespective of whether foreclosure proceedings have been commenced) prior to this Section 2.7(b). Any prepayment received by Lender pursuant to this Section 2.7(b) on a date other than a Monthly the Payment Date occurring in April, 2001, Borrower shall be held by also pay to Lender as collateral security for the Loan in an interest bearing, Eligible Account, with such interest accruing a prepayment fee equal to the benefit of Borrower, and shall be applied by Lender on the next Monthly Payment Date. (c) If after an Event of Default, payment of all or any part 1% of the principal amount of the Loan is tendered by Borrowerthis Note prepaid, a purchaser at foreclosure or any other Person, and such purchaser at foreclosure or other Person prepayment fee shall pay the Yield Maintenance Premium, be in addition to any other sums due hereunder or under any of the outstanding principal balance, all accrued and unpaid interest and other amounts payable under the Loan Documents. Notwithstanding anything . 2.2.2 If the prepayment results from the application to the contrary contained herein Debt of the casualty or in any other Loan Documentcondemnation proceeds from the Property, any no prepayment consideration will be imposed. Partial prepayments of principal resulting from the application of casualty or condemnation proceeds to the Debt shall be applied to not change the Debt amounts of subsequent monthly installments nor change the dates on which such installments are due, unless Lender shall otherwise agree in such order and priority as may be determined by Lender in its sole discretionwriting.

Prepayments. (a) Except as otherwise provided hereinSubject to payment of the Prepayment Premium referred to below and all accrued interest and other sums due with respect to the Loan, if any, Borrower shall not have the right to prepay all or any part of the outstanding principal balance of the Loan in whole or in part. Borrower mayon any regularly scheduled interest payment date, provided no Event with a minimum Prepayment Amount of Default has occurred and is continuingFive Million Dollars ($5,000,000), at its option and upon giving not less than thirty (30) days prior written notice to Lender (or such shorter period of time as may be permitted by Lender in its sole discretion), intention to prepay the Debt Loan. Except as set forth below, if the Loan is prepaid in whole on or in part for any date. Any prepayment received by Lender reason on a date other than a Monthly Payment Date shall include interest which would have accrued thereon prior to the next Monthly Payment Date (such amountsMaturity Date, the “Interest Shortfall”) and such amounts (i.e. principal and interest prepaid whether voluntarily, involuntarily or by Borrower) shall be held operation of law, or after acceleration 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 shall be applied to the Loan on the next Monthly Payment Date, with any interest on such funds paid to Borrower on such date provided no Event of Default then exists. Furthermore, except as provided in Section 2.7(b) hereof, any prepayment received by Lender prior to December 6, 2014 shall be accompanied by the Yield Maintenance Premium. (b) On each date on which Lender actually receives a distribution of Net Proceeds, and if Lender does not make such Net Proceeds available to Borrower for Restoration, Borrower shall, at Lender’s option, prepay the outstanding principal balance of the Note in an amount equal to one hundred percent (100%) of such Net Proceeds together with any applicable Interest Shortfall. No Yield Maintenance Premium shall be due in connection with any prepayment made pursuant to this Section 2.7(b). Any prepayment received by Lender pursuant to this Section 2.7(b) on a date other than a Monthly Payment Date shall be held by Lender as collateral security for the Loan in an interest bearing, Eligible Account, with such interest accruing to the benefit of Borrower, and shall be applied by Lender on the next Monthly Payment Date. (c) If after upon an Event of Default, payment Borrower shall pay to Lender, together with the subject Prepayment Amount and any unpaid accrued interest on the Prepayment Amount, as liquidated damages, a prepayment charge (the "Prepayment Premium") equal to the greater of: (i) the product of all or any part (a) one percent (1%) of the principal amount of the Loan being prepaid (the "Prepayment Amount") multiplied by (b) a fraction the numerator of which is tendered the number of full months remaining to the Maturity Date of the Loan being prepaid as of the date on which the Prepayment will be made (hereinafter called the "Prepayment Date") and the denominator of which is the number of full months comprising the term of such Loan; or, (ii) the Present Value of the Prepayment Amount less the sum of (a) the Prepayment Amount and (b) the unpaid accrued interest, if any, calculated as of the Prepayment Date. Lender shall notify Borrower of the amount and basis of determination of the Prepayment Premium (reflecting therein the calculation thereof). On or before the Prepayment Date, Borrower shall pay to Lender the Prepayment Premium together with the [BALANCE OF PAGE LEFT INTENTIONALLY BLANK] Prepayment Amount and all accrued interest and other sums due with respect to the Prepayment Amount being prepaid and Lender shall not be obligated to accept any Prepayment Amount unless such Prepayment Amount is so accompanied by the Prepayment Premium and all accrued interest and other sums due with respect thereto. Borrower agrees that the Prepayment Premium represents the reasonable estimate of Lender and Borrower of a fair average compensation for the loss that may be sustained by Lender due to any Prepayment; and Borrower agrees that Lender's agreement to enter into this transaction on the terms set forth in this Agreement and in the other Loan Documents constitutes adequate and valuable consideration, given individual weight by Borrower for this Agreement. Such Prepayment Premium shall be paid without prejudice to the right of Lender to collect any other amounts provided to be paid as set forth in this Agreement or the other Loan Documents. Lender shall not be obligated to actually reinvest any Prepayment Amount in any U.S. Government Treasury obligations as a condition to receiving the Prepayment Premium. Borrower hereby expressly waives any right it may have under California Civil Code Section 2954.10 to prepay this Loan, in whole or in part, without prepayment charge, upon acceleration of the Maturity Date upon or following the conveyance by Borrower of any right, title or interest in the properties encumbered by the Deeds of Trust, and agrees that if for any reason a prepayment of any or all of this Loan is made, upon or following any acceleration of the Maturity Date, Borrower shall pay, concurrently therewith, a Prepayment Premium calculated pursuant to this SECTION 2.4.D. By initialling this provision in the space provided below, Borrower hereby declares that Lender's agreement to make the Loan at the interest rate provided herein and for the term set forth in this Agreement constitutes adequate consideration, given individual weight by Borrower, a purchaser at foreclosure or any other Person, such purchaser at foreclosure or other Person shall pay the Yield Maintenance Premium, in addition to the outstanding principal balance, all accrued and unpaid interest and other amounts payable under the Loan Documents. Notwithstanding anything to the contrary contained herein or in any other Loan Document, any prepayment of the Debt shall be applied to the Debt in such order and priority as may be determined by Lender in its sole discretionfor this waiver.

Prepayments. (a) Except as otherwise provided herein, Borrower shall not have the right to prepay the Loan in whole or in part. Borrower may, provided no Event of Default has occurred and is continuing, 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 Loans and the Bond in whole on at any date. Any prepayment received time by Lender on a date other than a Monthly Payment Date shall include interest which would have accrued thereon to paying both the next Monthly Payment Date (such amounts, applicable Prepayment Amount and the “Interest Shortfall”) 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 shall be applied to the Loan on the next Monthly Payment Date, with any interest on such funds paid to Borrower on such date provided no Event of Default then exists. Furthermore, except as provided in Section 2.7(b) hereof, any prepayment received by Lender prior to December 6, 2014 shall be accompanied by the Yield Maintenance Premiumapplicable Taxable Prepayment Amount. (b) On each date on which Lender actually receives a distribution of Net Proceeds, and if Lender does not make such Net Proceeds available to Borrower for Restoration, Borrower shall, at Lender’s option, shall prepay the outstanding principal balance Loans and the Bond in whole or in part at any time pursuant to Sections 9.01 and 9.02 of this Agreement and of the Note in an amount equal to one hundred percent (100%) of such Net Proceeds together with any Taxable Loan Agreement by paying both the applicable Interest Shortfall. No Yield Maintenance Premium shall be due in connection with any prepayment made pursuant to this Section 2.7(b). Any prepayment received by Lender pursuant to this Section 2.7(b) on a date other than a Monthly Payment Date shall be held by Lender as collateral security for Prepayment Amount and the Loan in an interest bearing, Eligible Account, with such interest accruing to the benefit of Borrower, and shall be applied by Lender on the next Monthly Payment Dateapplicable Taxable Prepayment Amount. (c) If Borrower shall prepay the Loans and the Bond in full immediately upon demand of Lender after the occurrence of an Event of DefaultDefault by paying both the applicable Prepayment Amount and the applicable Taxable Prepayment Amount. A portion of such prepayment may be made with funds remaining in the Escrow Fund pursuant to the Escrow Agreement. (d) Borrower shall prepay the Loan and the Bond in full immediately upon demand of Lender after the occurrence of a Determination of Taxability by paying the applicable Prepayment Amount plus an amount necessary to supplement the prior Loan Payments to the Gross-Up Rate. (e) The amounts due hereunder shall be repaid, payment and the amounts due under the Bond shall be paid, in part with funds remaining in the Escrow Fund upon termination of all or the Escrow Agreement as provided in Section 2.03 of the Escrow Agreement and, if less than 80% of the amount deposited in the Escrow Fund has been disbursed pursuant to the Escrow Agreement, together with a prepayment premium calculated at the percentage used to determine the Prepayment Amount at the date of such prepayment. (f) Borrower shall prepay the Loans in part pursuant to Section 2.08 hereof. Upon any prepayment in part of the principal of Loans, the Loan is tendered by Borrower, a purchaser at foreclosure or any other Person, such purchaser at foreclosure or other Person shall pay the Yield Maintenance Premium, in addition to the outstanding principal balance, all accrued and unpaid interest and other amounts payable under the Loan Documents. Notwithstanding anything to the contrary contained herein or in any other Loan Document, any prepayment of the Debt shall be applied to (i) the Debt Loan Payments and any other amounts due hereunder and (ii) the loan payments due under the Taxable Loan Agreement and any other amounts due thereunder, in such order and priority each case, as may be determined by Lender in its sole discretionLender.

Prepayments. (ai) Except as otherwise provided hereinAfter the Availability Date, if the Borrower shall not have the right to prepay the Loan in whole receives Net Cash Proceeds from any Disposition or in part. Borrower may, provided no any Casualty Event of Default has occurred and is continuing, at its option and upon thirty (30) days prior notice to Lender (or such shorter period of time as may be other than Dispositions permitted by Lender Section 6.04(c) (other than Casualty Events)) or receives any Tax Credit Transfer Proceeds, the Borrower shall, within 3 Business Days from the date of receipt of such Net Cash Proceeds (ii) If the Borrower incurs Borrowed Debt (excluding (A) intercompany debt of such entities, (B) [reserved], (C) [reserved], (D) purchase money Indebtedness incurred in its sole discretionthe ordinary course of business and any replacements or refinancings thereof, and (E) Indebtedness with respect to capital leases incurred in the ordinary course of business and any replacements and refinancings thereof), the Borrower shall, substantially concurrently with the incurrence of such Borrowed Debt (the “Borrowed Debt Prepayment Date”) (subject to Section 2.04(b)(iv)), prepay (or cause to be prepaid) (a “ Borrowed Debt Prepayment”) the Debt in whole on any date. Any prepayment received by Lender on a date other than a Monthly Payment Date shall include aggregate outstanding principal amount of Advances plus the accrued but unpaid interest which would have accrued thereon to the next Monthly Payment Date Borrowed Debt Proceeds Prepayment Date; (such amountsiii) After the Availability Date, if the Borrower receives Net Cash Proceeds from the issuance of any Equity Interests by any Borrower (other than issuances pursuant to employee stock plans or other benefit or employee incentive arrangements existing from time to time), the “Interest Shortfall”) 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 shall be applied to the Loan on the next Monthly Payment Date, with any interest on such funds paid to Borrower on such date provided no Event of Default then exists. Furthermore, except as provided in Section 2.7(b) hereof, any prepayment received by Lender prior to December 6, 2014 shall be accompanied by the Yield Maintenance Premium. (b) On each date on which Lender actually receives a distribution of Net Proceeds, and if Lender does not make such Net Proceeds available to Borrower for Restoration, Borrower shall, at Lender’s optionwithin 3 Business Days from the date of receipt of such Net Cash Proceeds (the “Equity Issuance Proceeds Prepayment Date”) (subject to Section 2.04(b)(iv)), offer to prepay (or cause to be prepaid) (a “ Equity Issuance Prepayment”) the aggregate outstanding principal balance amount of Advances plus the Note in accrued but unpaid interest thereon to the Equity Issuance Proceeds Prepayment Date that may be paid with an amount equal to one hundred percent (100%) % of such Net Proceeds together with any applicable Interest Shortfall. No Yield Maintenance Premium shall be due in connection with any prepayment made pursuant to this Section 2.7(b). Any prepayment received by Lender pursuant to this Section 2.7(b) on a date other than a Monthly Payment Date shall be held by Lender as collateral security for the Loan in an interest bearing, Eligible Account, with such interest accruing to the benefit of Borrower, and shall be applied by Lender on the next Monthly Payment DateCash Proceeds. (c) If after an Event of Default, payment of all or any part of the principal of the Loan is tendered by Borrower, a purchaser at foreclosure or any other Person, such purchaser at foreclosure or other Person shall pay the Yield Maintenance Premium, in addition to the outstanding principal balance, all accrued and unpaid interest and other amounts payable under the Loan Documents. Notwithstanding anything to the contrary contained herein or in any other Loan Document, any prepayment of the Debt shall be applied to the Debt in such order and priority as may be determined by Lender in its sole discretion.

Prepayments. (a) Except as otherwise provided herein, Borrower shall not have the right to may prepay the Loan in whole or in part. part without any penalty; provided, however, if the Borrower may, provided no Event shall prepay any LIBOR Rate Tranche prior to the expiration of Default has occurred its applicable Interest Period or if Borrower shall fail to obtain the Advance or convert any amounts after delivering and is continuing, at its option and upon thirty pursuant to an election satisfying the Minimum Notice Requirement (30unless Borrower elects to cancel a LIBOR Rate Tranche due to one or more Rate Affected Lenders giving notice under clause 5(E) days prior notice of Section 3.4(b) that they are unable or unwilling to Lender (or maintain such shorter period of time as may be permitted by Lender in its sole discretionLIBOR Rate Tranche), prepay Borrower shall pay to the Debt Lenders an amount (the "Consequential Loss") equal to any actual loss, expense or reduction in whole on yield that any datesuch Lender reasonably incurs as a result of such event. Any prepayment received Consequential Loss required to be paid 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 (such amounts, the “Interest Shortfall”) 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 shall be applied to the Loan on the next Monthly Payment Date, with any interest on such funds paid to Borrower on such date provided no Event of Default then exists. Furthermore, except as provided in Section 2.7(b) hereof, any prepayment received by Lender prior to December 6, 2014 shall be accompanied by the Yield Maintenance Premium. (b) On each date on which Lender actually receives a distribution of Net Proceeds, and if Lender does not make such Net Proceeds available to Borrower for Restoration, Borrower shall, at Lender’s option, prepay the outstanding principal balance of the Note in an amount equal to one hundred percent (100%) of such Net Proceeds together with any applicable Interest Shortfall. No Yield Maintenance Premium shall be due in connection with any prepayment made pursuant to this Section 2.7(b)3.5 or any other provisions of this Agreement or of the other Loan Documents in connection with the prepayment of any LIBOR Rate Tranches shall be due and payable whether such prepayment is being made voluntarily or involuntarily, including, without limitation, as a result of an acceleration of sums due under LIBOR Rate Tranches or any part thereof due to an Event of Default. Any prepayment received by A Lender (through Administrative Agent) must request compensation under this Section 3.5 as promptly as practicable after it obtains knowledge of the event which entitles it to such compensation, but in any event within 180 days after it obtains such knowledge and pursuant to a certificate which sets forth the amount such Lender is entitled to receive pursuant to this Section 2.7(b) on a date other than a Monthly Payment Date 3.5 and the basis for determining such amount, which certificate shall be held by Lender presumptively correct as collateral security for the Loan in an interest bearing, Eligible Account, with such interest accruing to the benefit matters set forth therein in the absence of Borrower, and manifest error. Any amounts received by Administrative Agent from Borrower pursuant hereto shall be applied disbursed by Lender on the next Monthly Payment Date. (c) If after an Event of Default, payment of all or any part of the principal of the Loan is tendered by Borrower, a purchaser at foreclosure or any other Person, such purchaser at foreclosure or other Person shall pay the Yield Maintenance Premium, Administrative Agent in addition immediately available funds to the outstanding principal balance, all accrued and unpaid interest and other amounts payable under the Loan Documents. Notwithstanding anything to the contrary contained herein or in any other Loan Document, any prepayment of the Debt shall be applied to the Debt in Lenders requesting such order and priority as may be determined by Lender in its sole discretionamounts.

Prepayments. (a) Except as otherwise provided herein, Borrower shall not have the right may elect to prepay any Adjusted Rate Loans only on the Loan last day of the applicable Interest Period, PROVIDED, that in whole or in part. Borrower maythe event of the prepayment of any such Loans, provided no Event including any automatic prepayment through required application by Foothill of Default has occurred proceed of Accounts and is continuing, 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. Any prepayment other Collateral received by Lender Foothill,on a date other than a Monthly Payment Date shall include interest which would have accrued thereon the last day of an Interest Period for any reason, including, without limitation, acceleration pursuant to SECTION 4(B) hereof or pursuant to the next Monthly Payment Date (such amounts, the “Interest Shortfall”) 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 shall be applied to the Loan on the next Monthly Payment Date, with any interest on such funds paid to Borrower on such date provided no Event of Default then exists. Furthermore, except as provided in Section 2.7(b) hereof, any prepayment received by Lender prior to December 6, 2014 shall be accompanied by the Yield Maintenance Premium. (b) On each date on which Lender actually receives a distribution of Net Proceeds, and if Lender does not make such Net Proceeds available to Borrower for RestorationAgreement, Borrower shall, at Lender’s option, prepay the outstanding principal balance of the Note in an amount equal to one hundred percent (100%) of such Net Proceeds together with any applicable Interest Shortfall. No Yield Maintenance Premium shall be due indemnify Foothill for Funding Losses which may arise in connection with any prepayment made pursuant to this Section 2.7(b). Any prepayment received by Lender pursuant to this Section 2.7(b) on a date other than a Monthly Payment Date shall be held by Lender as collateral security for the Loan in an interest bearing, Eligible Account, with such interest accruing to the benefit of Borrower, and shall be applied by Lender on the next Monthly Payment Date. (c) If after an Event of Default, payment of all or any part of the principal of the Loan is tendered by Borrower, a purchaser at foreclosure or any other Person, such purchaser at foreclosure or other Person shall pay the Yield Maintenance Premium, in addition to the outstanding principal balance, all accrued and unpaid interest and other amounts payable under the Loan Documentsprepayment. Notwithstanding anything to the contrary contained herein herein, if the outstanding Loans are reduced below the balance of the outstanding Adjusted Libor Rate by virtue of automatic prepayment from proceeds of Accounts and other collateral, then Foothill will automatically make an advance to Borrower so that the outstanding Loans will equal the outstanding Adjusted Libor Rate Loans so long as Borrower has sufficient borrowing availability under the formulas set forth in the Agreement and subject to the reserves and applicable sublimits thereunder. (b) In the event that the aggregate amount with respect to which the Borrower has exercised the Libor Option exceeds the amount of Loans actually outstanding at any time, or in the event that the Adjusted Libor Rate Loans shall at any time exceed the amounts of Loans under the Agreement which Foothill determines are available under the lending formulas and subject to reserves, the definitions of Maximum Credit and Maximum Revolving Credit and applicable sublimits, all as set forth in the Agreement, then, in addition to all other Loan Documentrights and remedies to Foothill, any prepayment Foothill may, at its option, require that such Adjusted Libor Rate Loans cease to accrue based on the Adjusted Libor Rate. In such event, the Adjusted Libor Rate Loans will bear interest as provided in SECTION 2.5(A) of the Debt Agreement, and Borrower shall be applied to indemnify Foothill for Funding Losses which may arise in connection with the Debt in such order and priority as may be determined by Lender in its sole discretiontermination of applicability of interest based on the Adjusted Libor Rate.

Prepayments. If a LIBOR Advance is prepaid prior to the end of the Loan Period for such loan, whether voluntarily or because prepayment is required due to the Note maturing or due to acceleration of the Note upon default or otherwise, the Borrower agrees to pay all of the Bank’s costs, expenses, and Interest Differential (as determined by the Bank) incurred as a result of such prepayment. The term “Loan Period” means the period commencing on the advance date of the applicable LIBOR Advance and ending on the numerically corresponding day 1, 2, 3, or 6 months thereafter matching the interest rate term selected by the Borrower; provided, however, (a) Except if any Loan Period would otherwise end on a day which is not a Business Day, then the Loan Period shall end on the next succeeding Business Day unless the next succeeding Business Day falls in another calendar month, in which the Loan Period shall end on the immediately preceding Business Day; or (b) if any Loan Period begins on the last Business Day of a calendar month (or on a day for which there is no numerically corresponding day in the calendar month at the end of the Loan Period), then the Loan Period shall end on the last Business Day of the calendar month at the end of such Loan Period. The term “Interest Differential” shall mean that sum equal to the greater of zero or the financial loss incurred by the Bank resulting from prepayment, calculated as otherwise provided hereinthe difference between the amount of interest the Bank would have earned (from like investments in the Money Markets as of the first day of the LIBOR Advance) had prepayment not occurred and the interest the Bank will actually earn (from like investments in the Money Markets as of the date of prepayment) as a result of the redeployment of funds from the prepayment. The term “Money Markets” refers to one or more wholesale funding markets available to the Bank, including negotiable certificates of deposit, commercial paper, eurodollar deposits, bank notes, federal funds, interest rate swaps, or others. Because of the short-term nature of this facility, the Borrower agrees that the Interest Differential shall not have the right be discounted to prepay the Loan in whole or in part. Borrower may, provided no Event of Default has occurred and is continuing, 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 datepresent value. Any prepayment received by Lender on of a date other than a Monthly Payment Date shall include interest which would have accrued thereon to the next Monthly Payment Date (such amounts, the “Interest Shortfall”) and such amounts (i.e. principal and interest prepaid by Borrower) LIBOR Advance 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 shall be applied to the Loan on the next Monthly Payment Date, with any interest on such funds paid to Borrower on such date provided no Event of Default then exists. Furthermore, except as provided in Section 2.7(b) hereof, any prepayment received by Lender prior to December 6, 2014 shall be accompanied by the Yield Maintenance Premium. (b) On each date on which Lender actually receives a distribution of Net Proceeds, and if Lender does not make such Net Proceeds available to Borrower for Restoration, Borrower shall, at Lender’s option, prepay the outstanding principal balance of the Note in an amount equal to one hundred percent (100%) the remaining entire balance of such Net Proceeds together with any applicable Interest Shortfall. No Yield Maintenance Premium shall be due in connection with any prepayment made pursuant to this Section 2.7(b). Any prepayment received by Lender pursuant to this Section 2.7(b) on a date other than a Monthly Payment Date shall be held by Lender as collateral security for the Loan in an interest bearing, Eligible Account, with such interest accruing to the benefit of Borrower, and shall be applied by Lender on the next Monthly Payment DateAdvance. (c) If after an Event of Default, payment of all or any part of the principal of the Loan is tendered by Borrower, a purchaser at foreclosure or any other Person, such purchaser at foreclosure or other Person shall pay the Yield Maintenance Premium, in addition to the outstanding principal balance, all accrued and unpaid interest and other amounts payable under the Loan Documents. Notwithstanding anything to the contrary contained herein or in any other Loan Document, any prepayment of the Debt shall be applied to the Debt in such order and priority as may be determined by Lender in its sole discretion.

Prepayments. (ai) Except as otherwise provided herein, Borrower shall not have the right to prepay No prepayment of the Loan shall be allowed in whole or in part, on or prior to the Lockout Expiration Date, other than principal payments required pursuant to Section 2.3. Thereafter, the Loan may be prepaid, in whole, but not in part, upon not less than thirty (30) days’ irrevocable prior written notice to Lender. Any prepayments on the principal balance of the Loan evidenced by the Note whether voluntary or involuntary, shall be accompanied by payment of interest accrued to the date of prepayment, together with the applicable Prepayment Premium. Any prepayments made pursuant to the foregoing shall be made on a Payment Date provided, however, Borrower may elect to make any such prepayments on a Business Day which is not a Payment Date if, in addition to all interest which has accrued to and including the date of prepayment and the Prepayment Premium, Borrower also pays all interest which would accrue on the Loan to, but not including, the Payment Date following the date of prepayment. Notwithstanding any provision contained in this Agreement to the contrary, no Prepayment Premium will be due on account of a voluntary prepayment pursuant to this Section 2.4(C)(i) made on any Payment Date occurring during the thirty (30) day period prior to the scheduled Initial Maturity Date. Amounts prepaid shall not be re-borrowed. (ii) In the event of (a) the payment of any principal of the Loan other than on the last day of an Interest Period applicable thereto (including as a result of an Event of Default) or (b) the failure to borrow or prepay the Loan as specified in any notice delivered pursuant to this Agreement or the other Loan Documents, then, in any such event and, in addition to the payments to be made to Lender pursuant to 2.4(C)(i), Borrower agrees to compensate Lender for all actual, out-of-pocket, losses, costs, expenses and damages Lender may incur attributable to such event. A certificate of Lender setting forth any amount or amounts that Lender is entitled to receive pursuant to this Section shall be delivered to Borrower and shall be conclusive absent manifest error. Borrower may, provided no Event of Default has occurred and is continuing, at its option and upon shall pay Lender the amount shown as due on any such certificate within 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. 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 (such amounts, the “Interest Shortfall”) 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 shall be applied to the Loan on the next Monthly Payment Date, with any interest on such funds paid to Borrower on such date provided no Event of Default then exists. Furthermore, except as provided in Section 2.7(b) hereof, any prepayment received by Lender prior to December 6, 2014 shall be accompanied by the Yield Maintenance Premiumafter receipt thereof. (biii) On each date on which Lender actually receives a distribution of Net ProceedsIf, and if Lender does not make such Net Proceeds available to Borrower for Restoration, Borrower shall, at Lender’s option, prepay the outstanding principal balance of the Note in an amount equal to one hundred percent (100%) of such Net Proceeds together with any applicable Interest Shortfall. No Yield Maintenance Premium shall be due in connection with any prepayment made pursuant to this Section 2.7(b). Any prepayment received by Lender pursuant to this Section 2.7(b) on a date other than a Monthly Payment Date shall be held by Lender as collateral security for the Loan in an interest bearing, Eligible Account, with such interest accruing to the benefit of Borrower, and shall be applied by Lender on the next Monthly Payment Date. (c) If after following an Event of Default, payment of all or any part of the principal of the Loan is tendered by Borrower, a purchaser at foreclosure Borrower or any other Personotherwise recovered by Lender, such purchaser at foreclosure tender or other Person recovery shall be deemed a voluntary prepayment by Borrower in violation of the prohibition against prepayment set forth in Section 2.4(C)(i) and Borrower shall pay the Yield Maintenance Premiumto Lender, in addition to the outstanding principal balanceother Obligations, all accrued and unpaid interest and other amounts payable under the Loan Documentsapplicable Prepayment Premium. Notwithstanding anything If the Maturity Date is accelerated, due to the contrary contained herein an Event of Default or in any other Loan Documentotherwise, or if any prepayment of all or any portion of the Debt Loan hereunder occurs, whether in connection with Lender’s acceleration of the Loan or otherwise, or if the Mortgage is satisfied or released by foreclosure (whether by power of sale or judicial proceeding), deed in lieu of foreclosure or by any other means, then the Prepayment Premium shall be applied become immediately due and owing and Borrower shall immediately pay the Prepayment Premium to the Debt Lender. Nothing contained in such order and priority as may be determined by Lender in its sole discretionthis Section 2.4(C)(iii) shall create any right of prepayment.

Prepayments. (a) Except The Borrowers shall have no right to prepay any principal amount of any Revolving Loan or Swing Loan other than as provided in subsection (b) below. Unless otherwise provided hereinagreed by the relevant Lender in its sole discretion, no Borrower shall not have the right to prepay any principal amount of any Competitive Bid Loan of such Lender except on the terms specified by the U.S. Borrower for such Competitive Bid Loan in whole or the related Notice of Competitive Bid Loan Borrowing delivered pursuant to Section 3.02 and set forth in part. Borrower may, provided no Event of Default has occurred and is continuing, at its option and upon thirty (30) days prior notice to Lender (or the Competitive Bid Loan Note evidencing such shorter period of time as may be permitted by Lender in its sole discretion), prepay the Debt in whole on any date. 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 (such amounts, the “Interest Shortfall”) 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 shall be applied to the Loan on the next Monthly Payment Date, with any interest on such funds paid to Borrower on such date provided no Event of Default then exists. Furthermore, except as provided in Section 2.7(b) hereof, any prepayment received by Lender prior to December 6, 2014 shall be accompanied by the Yield Maintenance PremiumCompetitive Bid Loan. (b) On each Each Borrower may without premium or penalty, (i) upon at least the number of Business Days’ prior notice specified in the first sentence of Section 3.01(a) with respect to any Revolving Loan of the same Type, (ii) upon notice by no later than 11:00 AM (London time) one Business Day prior to the date on which Lender actually receives a distribution of Net Proceedsprepayment of any Swing Loan in any case given to the Administrative Agent stating the proposed date and aggregate principal amount of the prepayment, and if Lender does not make such Net Proceeds available to Borrower for Restorationnotice is given, such Borrower shall, at Lender’s option, prepay the outstanding principal balance amounts of the Note Loans made to such Borrower comprising part of the same Revolving Loan Borrowing or Swing Loan Borrowing, as the case may be, in whole or ratably in part, together with accrued interest to the date of such prepayment on the principal amount prepaid; provided, however, that (x) each partial prepayment (other than any prepayment of any Swing Loan) shall be in an aggregate principal amount equal to one hundred percent not less than $1,000,000 or an integral multiple of $500,000 in excess thereof (100%) or the Foreign Currency Equivalent of such Net Proceeds together with respective amounts in the case of Loans denominated in an Alternate Currency) and (y) if any applicable Interest Shortfall. No Yield Maintenance Premium prepayment of any Eurocurrency Rate Loans shall be due in connection with made on a date which is not the last day of an Interest Period for such Loans (or on a date which is not the maturity date of such Swing Loans), such Borrower shall also pay any prepayment made pursuant amounts owing to this Section 2.7(b). Any prepayment received by each Lender pursuant to this Section 2.7(b9.04(c) on so long as such Lender makes written demand upon such Borrower therefor (with a date other than a Monthly Payment Date shall be held by Lender as collateral security for the Loan in an interest bearing, Eligible Account, with copy of such interest accruing demand to the benefit of Borrower, and shall be applied by Lender on the next Monthly Payment DateAdministrative Agent) within 20 Business Days after such prepayment. (c) If after an Event of Default, payment of all or any part of the principal of the Loan is tendered by Borrower, a purchaser at foreclosure or any other Person, such purchaser at foreclosure or other Person shall pay the Yield Maintenance Premium, in addition to the outstanding principal balance, all accrued and unpaid interest and other amounts payable under the Loan Documents. Notwithstanding anything to the contrary contained herein or in any other Loan Document, any prepayment of the Debt shall be applied to the Debt in such order and priority as may be determined by Lender in its sole discretion.

Prepayments. (a) Except as otherwise provided herein, The Borrower shall not have provide the right to prepay Agent and each Lender with prior written notice in conformity with the Loan Required Notice Period in the form of Exhibit IX hereto (a “Prepayment Notice”) of any proposed prepayment in whole or in partpart of any Advances Outstanding. The Borrower mayshall only deliver a Prepayment Notice if Collections are available in an amount sufficient to make the proposed prepayment of Advances Outstanding plus any related accrued and unpaid Interest and Broken Funding Costs. Such Prepayment Notice shall designate (i) the date (the “Proposed Prepayment Date”) upon which any such prepayment shall occur (which date shall give effect to the applicable Required Notice Period and need not be a Settlement Date), provided no Event (ii) the amount of Default the Advances Outstanding to be prepaid, and (iii) to which Loan or Loans such prepayment shall apply (in the absence of direction from the Borrower as to which Loans shall be prepaid such prepayment shall be applied as the Agent shall determine in its reasonable discretion) (the “Aggregate Prepayment”). Only one (1) Prepayment Notice shall be outstanding at any time. The Borrower shall pay any Broken Funding Costs and accrued and unpaid Interest on the portion of the Aggregate Loan Amount which has occurred and is continuingbeen prepaid on the Proposed Prepayment Date, at its option and upon thirty (30) days prior notice to Lender (or provided, however, that unpaid accrued Interest on such shorter period prepaid amount shall only be paid on such date if so requested by the Agent, on behalf of time as may be permitted by Lender the Lenders, in its sole discretion), prepay the Debt in whole on any date. 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 (otherwise such amounts, the “Interest Shortfall”) 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 shall be applied to the Loan payable on the next Monthly Payment occurring Settlement Date, with any interest on such funds paid to Borrower on such date provided no Event of Default then exists. Furthermore, except as provided in Section 2.7(b) hereof, any prepayment received by Lender prior to December 6, 2014 shall be accompanied by the Yield Maintenance Premium. (b) On each date If on which any day the Aggregate Credit Exposure exceeds the amount obtained by subtracting the Required Reserve from the Net Pool Balance (such an event, a “Borrowing Base Deficiency”), the Borrower, upon notice from any Lender actually receives a distribution or Agent of Net Proceeds, and if Lender does not make such Net Proceeds available to Borrower for Restoration, Borrower shall, at Lender’s option, prepay Borrowing Base Deficiency or upon the outstanding principal balance knowledge of an Authorized Officer of the Note Borrower thereof, shall make a prepayment in an amount equal to one hundred percent (100%) of such Net Proceeds together with any applicable Interest Shortfall. No Yield Maintenance Premium shall Borrowing Base Deficiency to be due in connection with any prepayment made pursuant to this Section 2.7(b). Any prepayment received by Lender pursuant to this Section 2.7(b) on a date other than a Monthly Payment Date shall be held by Lender as collateral security for the Loan in an interest bearingapplied first, Eligible Account, with such interest accruing to the benefit ratable reduction of Borrowerthe Aggregate Loan Amount and second, and to Cash-Collateralize the LC Obligations. The Borrower shall be applied by Lender on the next Monthly Payment Date. (c) If after an Event of Default, also make payment of all or any part of the principal of the Loan is tendered by Borrower, a purchaser at foreclosure or any other Person, such purchaser at foreclosure or other Person shall pay the Yield Maintenance Premium, in addition to the outstanding principal balance, all Broken Funding Costs and accrued and unpaid interest and other amounts payable under Interest on the Loan Documents. Notwithstanding anything to the contrary contained herein or in any other Loan Document, any prepayment portion of the Debt Aggregate Loan Amount which has been prepaid, provided, however, that unpaid accrued Interest on such prepaid amount shall only be applied to paid on such date if so requested by the Debt in such order and priority as may be determined by Lender Agent, on behalf of the Lenders, in its sole discretion, otherwise such Interest shall be payable on the next occurring Settlement Date.

Prepayments. (a) Except as otherwise provided hereinWith respect to any LIBOR Rate Loan made under the Facility, the Borrower may prepay a LIBOR Rate Loan only upon at least five (5) Business Days prior written notice to the Lender (which notice shall be irrevocable), and any such prepayment shall occur only on the last day of the LIBOR Interest Period for such LIBOR Rate Loan. The Borrower shall not pay to the Lender, upon request of the Lender and in addition to the payment of all accrued and unpaid interest due on the LIBOR Rate Loan, together with all sums, expenses and fees due and owing to the Lender, which fees shall be deemed to have been earned, such amount or amounts as shall be sufficient (in the reasonable opinion of the Lender) to compensate it for any loss, cost, or expense incurred as a result of: (i) any payment of a LIBOR Rate Loan on a date other than the last day of the Interest Period for such LIBOR Rate Loan; (ii) any failure by the Borrower to borrow a LIBOR Rate Loan on the date specified by the Borrower’s written notice; (iii) any failure by the Borrower to pay a LIBOR Rate Loan on the date for payment specified in the Borrower’s written notice. Without limiting the foregoing, the Borrower shall pay to the Lender a “yield maintenance fee” in an amount computed as follows: The current rate for United States Treasury securities (bills on a discounted basis shall be converted to a bond equivalent) with a maturity date closest to the term chosen pursuant to the LIBOR Rate Election as to which the prepayment is made, shall be subtracted from the Adjusted LIBOR Rate in effect at the time of prepayment. If the result is zero or a negative number, there shall be no yield maintenance fee. If the result is a positive number, then the resulting percentage shall be multiplied by the amount of the principal balance being prepaid. The resulting amount shall be divided by 360 and multiplied by the number of days remaining in the term chosen pursuant to the LIBOR Rate Election as to which the prepayment is made. Said amount shall be reduced to present value calculated by using the above referenced United States Treasury securities rate and the number of days remaining in the term chosen pursuant to the LIBOR Rate Election as to which prepayment is made. The resulting amount shall be the yield maintenance fee due to the Lender upon the prepayment of a LIBOR Rate Loan. If by reason of an Event of Default, the Lender elects to declare the Facility to be immediately due and payable, then any yield maintenance fee with respect to a LIBOR Rate Loan shall become due and payable in the same manner as though the Borrower had exercised such right of prepayment. (b) With respect to prepay any Base Rate Loan made under the Loan Facility, the Borrower may prepay, in whole or in part. Borrower may, provided no Event of Default has occurred and is continuingwithout premium or penalty therefore, 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. 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 (such amounts, the “Interest Shortfall”) 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 shall be applied to the Loan on the next Monthly Payment Date, with any interest on such funds paid to Borrower on such date provided no Event of Default then exists. Furthermore, except as provided in Section 2.7(b) hereof, any prepayment received by Lender prior to December 6, 2014 shall be accompanied by the Yield Maintenance Premium. (b) On each date on which Lender actually receives a distribution of Net Proceeds, and if Lender does not make such Net Proceeds available to Borrower for Restoration, Borrower shall, at Lender’s option, prepay the outstanding principal balance amount of any Base Rate Loan, at any time during the term of the Note in an amount equal to one hundred percent (100%) of such Net Proceeds together with any applicable Interest Shortfall. No Yield Maintenance Premium shall be due in connection with any prepayment made pursuant to this Section 2.7(b). Any prepayment received by Lender pursuant to this Section 2.7(b) on a date other than a Monthly Payment Date shall be held by Lender as collateral security for the Loan in an interest bearing, Eligible Account, with such interest accruing to the benefit of Borrower, and shall be applied by Lender on the next Monthly Payment DateFacility. (c) If after In the event that at any time during the term of the Facility, the outstanding principal amount of all Revolving Credit Loans exceeds the Revolving Credit Commitment, the Borrower shall make any and all such payments necessary to reduce the outstanding principal amount of all Revolving Credit Loans to be less than the Revolving Credit Commitment. (d) Notwithstanding any provision of this Section 2.05 to the contrary, during any thirty (30) day consecutive day period during each twelve (12) month period, applied on a rolling basis, during the term of the Facility, the Borrower shall maintain a principal balance under the Facility equal to $0.00 and covenants and agrees to make any and all prepayments of principal, prior to such thirty (30) day consecutive day period, in order to comply with the terms and conditions of this Section 2.05(d). (e) The Borrower expressly covenants and agrees that with respect to the prepayment of any LIBOR Rate Loan (i) the prepayment premium set forth in this Section 2.05 is not unconscionable and would be reasonable compensation to the Lender for lost investment income plus all expenses incurred and services rendered by the Lender in connection with the prepayment, and (b) the prepayment premium shall be due and owing to the Lender under any circumstance in which principal due and owing under this Agreement and/or the Revolving Credit Note is paid by the Borrower, whether voluntarily or involuntarily, prior to the Revolving Credit Maturity Date, including, without limitation, prepayments made subsequent to the occurrence and continuation of an Event of DefaultDefault and acceleration of payments due under this Agreement and/or the Revolving Credit Note, payment whether such Event of all Default was purposeful or any part of the principal of the Loan is tendered by Borrower, a purchaser at foreclosure or any other Person, such purchaser at foreclosure or other Person shall pay the Yield Maintenance Premium, in addition to the outstanding principal balance, all accrued and unpaid interest and other amounts payable under the Loan Documents. Notwithstanding anything to the contrary contained herein or in any other Loan Document, any prepayment of the Debt shall be applied to the Debt in such order and priority as may be determined by Lender in its sole discretionotherwise.

Prepayments. (a) Except as otherwise provided herein, The Borrower shall not have the no right or privilege to prepay all or any portion of the Loan indebtedness evidenced by this Note except as follows: 3.1 Borrower may prepay the outstanding principal balance of this Note, in whole or in part. Borrower may, provided no Event of Default has occurred and is continuingwithout premium, at its option and on any Interest Adjustment Date or within thirty (30) days thereafter upon not less than thirty (30) days prior written notice to Lender (or such shorter period ▇▇▇▇▇▇, provided Borrower pays all accrued interest owing on this Note on the Interest Adjustment Date and pays all sums and complies with all the terms, covenants and provisions of time as may be permitted by Lender in its sole discretion), prepay the Debt in whole on any date. 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 (such amounts, the “Interest Shortfall”) 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 Documents during such amounts to thirty (30) day period following the benefit of Borrower; such amounts prepaid shall be applied to the Loan on the next Monthly Payment Date, with any interest on such funds paid to Borrower on such date provided no Event of Default then exists. Furthermore, except as provided in Section 2.7(b) hereof, any prepayment received by Lender prior to December 6, 2014 shall be accompanied by the Yield Maintenance Premium. (b) On each date on which Lender actually receives a distribution of Net Proceeds, and if Lender does not make such Net Proceeds available to Borrower for Restoration, Borrower shall, at Lender’s option, prepay the outstanding principal balance of the Note in an amount equal to one hundred percent (100%) of such Net Proceeds together with any applicable Interest Shortfall. No Yield Maintenance Premium shall be due in connection with any prepayment made pursuant to this Section 2.7(b). Any prepayment received by Lender pursuant to this Section 2.7(b) on a date other than a Monthly Payment Date shall be held by Lender as collateral security for the Loan in an interest bearing, Eligible Account, with such interest accruing to the benefit of Borrower, and shall be applied by Lender on the next Monthly Payment Adjustment Date. (c) If after an Event 3.2 Prepayment of Default, payment of all this Note in whole or any in part of the principal of the Loan is tendered by Borrower, a purchaser at foreclosure or on any other Persondate, such purchaser at foreclosure except for the scheduled principal payments or other Person those principal payments made in accordance with Section 3.1 hereof, shall pay the Yield Maintenance Premiumbe permitted only upon giving Lender not less than thirty (30) days’ prior written notice, and by paying, in addition to such principal, together with any and all accrued interest thereon, a prepayment premium (the “Prepayment Premium”) equal to the greater of (x) par, and (y) the sum, of the values of (1) each remaining mandatory principal payment prior to the next Interest Adjustment Date, if any, or the Maturity Date, as the case may be, and (2) the principal payment due on the Maturity Date (if there is an Interest Adjustment Date, the entire outstanding principal balance, balance as of such date shall be deemed due and payable solely for purposes of determining the Prepayment Premium) (each such mandatory payment and such payment due on the Maturity Date being herein referred to as a “Payment”) plus the value of all accrued and unpaid related scheduled interest and other amounts payable under payments on this Note to be prepaid during the Loan Documents. Notwithstanding anything period from the date of prepayment to the contrary contained herein or in any other Loan Document, any prepayment date of the Debt each Payment. The value of each Payment and such related scheduled interest payments shall be applied to the Debt in such order and priority as may be determined by Lender discounting, at the applicable Treasury Rate, such Payment and such related scheduled interest payments from the respective scheduled payment dates of such Payment and such related scheduled interest payments to the date of prepayment. The Treasury Rate with respect to each Payment and such related scheduled interest payments is the yield which shall be imputed by linear interpolation, from the current weekly yield of those United States Treasury Notes having maturities as close as practicable to the scheduled payment date of the Payment, as published in its sole discretionthe most recent Federal Reserve Statistical Release H.15 (519) or any successor publication thereto. Except as set forth in this Section 3, no other prepayment is permitted. 3.3 This Note is open to payment without premium during the thirty (30) day period immediately prior to the Maturity Date. BORROWER EXPRESSLY (A) WAIVES ANY RIGHTS IT MAY HAVE UNDER CALIFORNIA CIVIL CODE SECTION 2954.10 TO PREPAY THIS NOTE, IN WHOLE OR IN PART, WITHOUT FEE OR PENALTY, UPON ACCELERATION OF THE MATURITY DATE OF THIS NOTE, AND (B) AGREES THAT IF, FOR ANY REASON, A PREPAYMENT OF THIS NOTE IS MADE, UPON OR FOLLOWING ANY ACCELERATION OF THE MATURITY DATE OF THIS NOTE BY THE HOLDER THEREOF ON ACCOUNT OF ANY DEFAULT BY BORROWER UNDER ANY LOAN DOCUMENT, INCLUDING BUT NOT LIMITED TO ANY TRANSFER, FURTHER ENCUMBRANCE OR DISPOSITION WHICH IS PROHIBITED OR RESTRICTED BY THE DEEDS OF TRUST, THEN BORROWER SHALL BE OBLIGATED TO PAY CONCURRENTLY THE PREPAYMENT PREMIUM SPECIFIED IN SECTION 3.4 (IF APPLICABLE). BY INITIALING THIS PROVISION IN THE SPACE PROVIDED BELOW, ▇▇▇▇▇▇▇▇ AGREES THAT ▇▇▇▇▇▇’S AGREEMENT TO MAKE THE LOAN AT THE INTEREST RATE AND FOR THE TERM SET FORTH IN THIS NOTE AND THIS AGREEMENT CONSTITUTES ADEQUATE CONSIDERATION FOR THIS WAIVER AND AGREEMENT. INITIALS OF AUTHORIZED SIGNATORY OF BORROWER. /s/DG /s/DG

Prepayments. (ai) Except as otherwise provided herein, The Borrower shall not have the right at any time and from time to time to prepay the Loan any Borrowing in whole or in part. Borrower may, provided no Event of Default has occurred part without premium (but subject to Section 2.10 and is continuing, 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. 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 (such amounts, the “Interest Shortfall”) 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 shall be applied to the Loan on the next Monthly Payment Date, with any interest on such funds paid to Borrower on such date provided no Event of Default then exists. Furthermore, except as provided in Section 2.7(bthis Section). (ii) hereofAll voluntary prepayments of Tranche B Term Loans pursuant to this paragraph (a) (A) on or prior to the No-Call Date shall be accompanied by a prepayment fee equal to the Make-Whole Amount, (B) after the No-Call Date and on or prior to the 12-month anniversary of the No-Call Date shall be accompanied by a prepayment fee equal to 4.00% of the aggregate principal amount of such prepayments and (C) after the 12-month anniversary of the No-Call Date and on or prior to the 18-month anniversary of the No-Call Date shall be accompanied by a prepayment fee equal to 2.00% of the aggregate principal amount of such prepayments. (iii) In the event that all or any portion of the Tranche B II Term Loans are prepaid from the incurrence of bank Indebtedness or repriced (or effectively refinanced) through any amendment of this Agreement such that the Weighted Average Yield on such Tranche B II Term Loans is less than the Weighted Average Yield applicable to such Tranche B II Term Loans on the Second Restatement Effective Date, any prepayment received by Lender such prepayment, repricing or refinancing that occurs prior to December 6the first anniversary of the Second Restatement Effective Date shall be accompanied by a prepayment fee equal to 1.00% of the aggregate principal amount of such prepayment or the aggregate principal amount subject to such repricing or refinancing. (iv) In the event that all or any portion of the Tranche B III Term Loans are prepaid from the incurrence of bank Indebtedness or repriced (or effectively refinanced) through any amendment of this Agreement such that the Weighted Average Yield on such Tranche B III Term Loans is less than the Weighted Average Yield applicable to such Tranche B III Term Loans on the Third Restatement Effective Date, any such prepayment, repricing or refinancing that occurs prior to October 4, 2012 shall be accompanied by a prepayment fee equal to 1.00% of the aggregate principal amount of such prepayment or the aggregate principal amount subject to such repricing or refinancing. (v) In the event that all or any portion of the Tranche B 2019 Term Loans are prepaid from the incurrence of bank Indebtedness or repriced (or effectively refinanced) through any amendment of this Agreement such that the Weighted Average Yield on such Tranche B 2019 Term Loans is less than the Weighted Average Yield applicable to such Tranche B 2019 Term Loans on the Fourth Amendment Effective Date, any such prepayment, repricing or refinancing that occurs prior to August 1, 2013 shall be accompanied by a prepayment fee equal to 1.00% of the aggregate principal amount of such prepayment or the aggregate principal amount subject to such repricing or refinancing. (vi) In the event that all or any portion of the Tranche B 2016 Term Loans are prepaid from the incurrence of bank Indebtedness or repriced (or effectively refinanced) through any amendment of this Agreement such that the Weighted Average Yield on such Tranche B 2016 Term Loans is less than the Weighted Average Yield applicable to such Tranche B 2016 Term Loans on the Fourth Amendment Effective Date, any such prepayment, repricing or refinancing that occurs prior to August 1, 2013 shall be accompanied by a prepayment fee equal to 1.00% of the aggregate principal amount of such prepayment or the aggregate principal amount subject to such repricing or refinancing. (vii) In the event that all or any portion of the Tranche B-II 2019 Term Loans are prepaid from the incurrence of bank Indebtedness or repriced (or effectively refinanced) through any amendment of this Agreement such that the Weighted Average Yield on such Tranche B-II 2019 Term Loans is less than the Weighted Average Yield applicable to such Tranche B-II 2019 Term Loans on the Fifth Amendment Effective Date, any such prepayment, repricing or refinancing that occurs prior to October 4, 2013 shall be accompanied by a prepayment fee equal to 1.00% of the aggregate principal amount of such prepayment or the aggregate principal amount subject to such repricing or refinancing. (viii) In the event that all or any portion of the Tranche B-III 2019 Term Loans are prepaid from the incurrence of bank Indebtedness or repriced (or effectively refinanced) through any amendment of this Agreement such that the Weighted Average Yield on such Tranche B-III 2019 Term Loans is less than the Weighted Average Yield applicable to such Tranche B-III 2019 Term Loans on the Sixth Amendment Effective Date, any such prepayment, repricing or refinancing that occurs prior to February 12, 2014 shall be accompanied by a prepayment fee equal to 1.00% of the aggregate principal amount of such prepayment or the aggregate principal amount subject to such repricing or refinancing. (ix) In the event that all or any portion of the Tranche B 2020 Term Loans are prepaid from the incurrence of bank Indebtedness or repriced (or effectively refinanced) through any amendment of this Agreement such that the Weighted Average Yield Maintenance Premiumon such Tranche B 2020 Term Loans is less than the Weighted Average Yield applicable to such Tranche B 2020 Term Loans on the Seventh Amendment Effective Date, any such prepayment, repricing or refinancing that occurs prior to February 16, 2014 shall be accompanied by a prepayment fee equal to 1.00% of the aggregate principal amount of such prepayment or the aggregate principal amount subject to such repricing or refinancing. (x) In the event that all or any portion of the Tranche B 2022 Term Loans are prepaid from the incurrence of bank Indebtedness or repriced (or effectively refinanced) through any amendment of this Agreement such that the Weighted Average Yield on such Tranche B 2022 Term Loans is less than the Weighted Average Yield applicable to such Tranche B 2022 Term Loans on the Ninth Amendment Effective Date, any such prepayment, repricing or refinancing that occurs prior to April 30, 2015, shall be accompanied by a prepayment fee equal to 1.00% of the aggregate principal amount of such prepayment or the aggregate principal amount subject to such repricing or refinancing. (b) On each date on When the aggregate amount of Excess Proceeds exceeds $10,000,000, the Borrower shall within 15 days notify the Administrative Agent thereof and prepay the Loans in the amount of such Excess Proceeds without premium (but subject to Section 2.10) (as reduced by any portion thereof which has been rejected by Declining Lenders pursuant to clause (e) below and specified in a notice delivered by the Administrative Agent to the Borrower). To the extent there are any remaining Excess Proceeds following the completion of the prepayment required hereunder as a result of Lender actually receives elections not to accept such prepayment, the Borrower shall apply such Excess Proceeds to the repayment of other Indebtedness of the Borrower or any Restricted Subsidiary that is a distribution Subsidiary of Net Proceedsthe Borrower, to the extent permitted or required under the terms thereof. Any other remaining Excess Proceeds may be applied to any use as determined by Level 3 which is not otherwise prohibited by this Agreement, and if Lender does not make such Net the amount of Excess Proceeds available to Borrower for Restoration, Borrower shall, at Lender’s option, prepay the outstanding principal balance of the Note in an amount equal to one hundred percent (100%) of such Net Proceeds together with any applicable Interest Shortfall. No Yield Maintenance Premium shall be due in connection with reset to zero. Notwithstanding the foregoing, any prepayment made Excess Proceeds required to be applied to Loans pursuant to this Section 2.7(b). Any 2.05(b) shall be applied ratably among the Loans and, to the extent required by the terms of any Permitted First Lien Indebtedness or Permitted First Lien Refinancing Indebtedness, the principal amount of such Permitted First Lien Indebtedness and Permitted First Lien Refinancing Indebtedness then outstanding, and the prepayment received by Lender of the Loans required pursuant to this Section 2.7(b2.05(b) on a date other than a Monthly Payment Date shall be held by Lender as collateral security for the Loan in an interest bearing, Eligible Account, with such interest accruing to the benefit of Borrower, and shall be applied by Lender on the next Monthly Payment Datereduced accordingly. (c) If after an Event Not fewer than 30 days prior to any payment or prepayment of Defaultany principal amount of the Loan Proceeds Note , the Borrower shall notify the Administrative Agent thereof and shall, on the date of such payment or prepayment, subject to paragraph (e) below, prepay the Loans at a price equal to the principal amount of all the Loans without premium (but subject to Section 2.10); provided, however that (i) on the date of such payment or prepayment of the Loan Proceeds Note, the Administrative Agent shall notify the Borrower of the required amount of such prepayment (as reduced by any part portion thereof which has been rejected by Declining Lenders pursuant to clause (e) below) and (ii) the Borrower shall immediately prepay the Loans in such amount in accordance with clause (e) below. (d) Upon the occurrence of a Change of Control Triggering Event, the Borrower shall within 30 days of such occurrence notify the Administrative Agent thereof and prepay the Loans not later than 30 Business Days following such notification; provided, however that (i) at the expiration of such 30 Business Day period, the Administrative Agent shall notify the Borrower of the required amount of such prepayment (as reduced by any portion thereof which has been rejected by Declining Lenders pursuant to clause (e) below) and the Borrower shall immediately prepay the Loans in such amount in accordance with clause (e) below and (ii) the Borrower shall also pay, on the date of such prepayment, to each Lender receiving such prepayment a fee equal to 1.00% of the principal amount of the Loans prepaid to such Lender. (e) With respect to any proposed mandatory prepayment of the Loans pursuant to clause (b), (c) or (d) above, any Lender may, at its option, elect not to accept such prepayment (any Lender making such election being a “Declining Lender”) as follows: each Declining Lender shall give written notice thereof to the Administrative Agent not later than 10:00 a.m. New York City time on the date which is two Business Days prior to the date on which the Administrative Agent is required to notify the Borrower of the amount of the applicable prepayment pursuant to clause (b), (c) or (d) above. On the date of prepayment, an amount equal to that portion of the Loan is tendered by Borrowerthen to be prepaid (less the amount thereof that would otherwise be payable to Declining Lenders) shall be paid to the Lenders that are not Declining Lenders in accordance with subsection (f) below. In the event that the Administrative Agent has not, with respect to any mandatory prepayment, received a purchaser at foreclosure or any other Personnotice from a Lender in accordance with this clause (e), such purchaser at foreclosure Lender shall be deemed to have waived its rights under this clause (e) to decline receipt thereof. (f) The Borrower (or other Person Level 3 on its behalf) shall pay notify the Yield Maintenance Premium, in addition to the outstanding principal balance, all accrued and unpaid interest and other amounts payable under the Loan Documents. Notwithstanding anything to the contrary contained herein or in any other Loan Document, Administrative Agent by telephone (confirmed by telecopy) of any prepayment hereunder not later than 1:00 p.m., New York City time, two Business Days before the date of the Debt shall be applied to the Debt in prepayment or such order and priority lesser period as may be determined acceptable to the Administrative Agent. Each such notice shall be irrevocable and shall specify the prepayment date, the principal amount to be prepaid and, in the case of a mandatory prepayment, a reasonably detailed calculation of the amount of such prepayment and, in the case of a prepayment pursuant to clause (a) of this Section, the Class or Classes to which such prepayment shall be applied. Promptly following receipt of any such notice, the Administrative Agent shall advise the Lenders of the contents thereof. Prepayments shall be accompanied by accrued interest to the extent required by Section 2.07. If any prepayment pursuant to this Section is made by the Borrower other than on the last day of the Interest Period applicable to any prepaid Eurodollar Loans, the Borrower shall also pay to each Lender in its sole discretion(other than any Declining Lender) on the date of such prepayment any amount owing to such Lender pursuant to Section 2.10.

Prepayments. (a) Except as otherwise provided herein, Borrower shall not have the right to The Issuer may optionally prepay the Loan Notes of any Series in whole or in part. Borrower may, part on any Business Day provided that (i) the Issuer shall have provided written notice of such prepayment to the Indenture Trustee no Event later than five Business Days prior to the date of Default has occurred and is continuing, at its option and upon thirty (30) days prior notice to Lender (such prepayment or such shorter notice period set forth in the Variable Funding Note Purchase Agreement for any Series of time as may Variable Funding Notes and (ii) such prepayment is accompanied by all accrued and unpaid interest on the principal amount of the Notes being prepaid through the date of such prepayment and any applicable Prepayment Consideration if such prepayment occurs prior to the Prepayment Period for such Series; provided that no Prepayment Consideration shall be permitted by Lender payable in its sole discretion)connection with (r) prepayments of the Variable Funding Notes of any Series, prepay (s) prepayments of the Debt in whole Class A LTV Test Sweep Amount to the Class A Notes of any Series, (t) prepayments of the Class A-2 Notes of any Series on any date. Any prepayment received by Lender on a date other than a Monthly Payment Date shall include interest which would have accrued thereon in an amount up to the next applicable Class A-2 Monthly Payment Date (Amortization Amount as of such amounts, the “Interest Shortfall”) 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 shall be applied to the Loan on the next Monthly Payment Date, with (u) prepayments of the Term Notes from amounts on deposit in the Cash Trap Reserve Sub-Accounts or to cure a Cash Trap Condition, (v), mandatory prepayments of any interest on such funds paid to Borrower on such date provided no Event Series of Default then exists. Furthermore, except Notes as provided in the related Series Supplement, (w) prepayments of the Term Notes with Loss Proceeds in accordance with Section 2.7(b7.06 or (x) hereofprepayments made during an Amortization Period or after the occurrence and during the continuance of an Event of Default, (y) prepayments of Notes in an amount equal to the applicable Disposition Price in connection with the disposition of one or more Data Centers in accordance with Section 7.30 in an amount up to an amount specified in the applicable Series Supplement in the aggregate for all such dispositions or (z) prepayments of any Series of Notes in an amount up to the applicable Early Termination Fee Prepayment Amount not to exceed an amount specified in the applicable Series Supplement; provided, further, that such prepayment received by Lender prior to December 6, 2014 of any Series of Variable Funding Notes shall be accompanied by such additional amounts required to be paid pursuant to the Yield Maintenance Premiumrelated Variable Funding Note Purchase Agreement. On the date of any prepayment in connection with which Prepayment Consideration is payable, the Indenture Trustee or the Paying Agent, at the direction of the Manager, shall pay such Prepayment Consideration received in respect of any Class or Series of Notes to the Holders of the corresponding Class or Series of Notes pro rata based on the amount prepaid on each such Note. (b) On each date Partial optional or mandatory prepayments made in conformity with the provisions of this Section 2.09 will be applied to the Classes of all Notes of all Series in direct order of alphabetical designation; provided that optional prepayments (other than those funded by application of amounts on which Lender actually receives deposit in the Cash Trap Reserve Sub-Accounts) may be directed by the Issuer to be applied to the Notes of a distribution particular Series in direct order of Net Proceedsalphabetical designation and, and if Lender does not make such Net Proceeds available with respect to Borrower for Restoration, Borrower shall, at Lender’s option, prepay the outstanding principal balance optional prepayments of the Note Class A Notes (other than those funded by application of amounts on deposit in the Cash Trap Reserve Sub-Accounts) may be directed by the Issuer to be applied to the Class A-1 Notes or to be applied to other Class A Notes, with any such application to other Class A Notes being in direct order of numerical designation. (c) A portion of the principal of the Class A Notes of each Series will be payable on each Payment Date in an amount equal to one hundred percent the lesser of (100%i) the Class A LTV Test Sweep Amount, if any, on such Payment Date and (ii) the funds available for such purpose pursuant to Section 5.01(g) (with any amounts so applied to the Class A Notes being further applied among the numerical Classes of Class A Notes in accordance with the Applicable Class A Payment Priority). Failure on the part of the Issuer to pay the entire Class A LTV Test Sweep Amount with respect to the Class A Notes of any Series on any Payment Date, other than the Rated Final Payment Date for such Net Proceeds Series, shall not constitute an Event of Default or otherwise provide to the Noteholders (or the Indenture Trustee on behalf of the Noteholders) any additional rights or remedies. (d) In connection with each disposition of a Data Center pursuant to Section 7.30, if and to the extent required thereunder, the Issuer shall prepay the Term Notes in an amount equal to the Disposition Price for such disposed Data Center (and pay the current obligations of the Indenture Trustee and the Servicer, including any Advances (with interest thereon), along with the Indenture Trustee Fee, Servicing Fee and Other Servicing Fees, in each case to the extent sufficient funds have not been deposited in the applicable Collection Account for distribution on the applicable Payment Date) together with any applicable Interest Shortfall. No Yield Maintenance Premium shall be due in connection with any prepayment made pursuant to this Section 2.7(b). Any prepayment received by Lender pursuant to this Section 2.7(b) on a date other than a Monthly Payment Date shall be held by Lender as collateral security for the Loan in an interest bearing, Eligible Account, with such interest accruing to the benefit of Borrower, and shall be applied by Lender on the next Monthly Payment DatePrepayment Consideration. (ce) If after an Event and to the extent provided in the Series Supplement for any Series, commencing on the Payment Date specified in such Series Supplement for such Series, and subject to the availability hereunder of Defaultfunds for such purpose and so long as a Cash Trap Condition is not continuing, payment of all or any part a portion of the principal of the Loan is tendered by BorrowerClass A-2 Notes of such Series will be payable on each Payment Date in an amount equal to the Class A-2 Monthly Amortization Amount, a purchaser at foreclosure or any other Personif any, as of such purchaser at foreclosure or other Person shall Payment Date with respect to such Notes as specified in such Series Supplement in accordance with Section 5.01(g). Failure on the part of the Issuer to pay the Yield Maintenance Premium, in addition entire Class A-2 Monthly Amortization Amount with respect to the outstanding principal balanceClass A-2 Notes of any Series on any Payment Date, all accrued and unpaid interest and other amounts payable under than the Loan Documents. Notwithstanding anything Rated Final Payment Date for such Series, shall not constitute an Event of Default or otherwise provide to the contrary contained herein Noteholders (or in any other Loan Document, any prepayment the Indenture Trustee on behalf of the Debt shall be applied to the Debt in such order and priority as may be determined by Lender in its sole discretionNoteholders) any additional rights or remedies.

Prepayments. (a) Except as otherwise provided herein, Borrower shall not have the right to may prepay the Loan in whole or in part. part in accordance with the following provisions: (1) Lender receives from Borrower mayten (10) business days' prior written notice specifying the date proposed for prepayment, provided no Event of Default has occurred and is continuing, at its option and upon thirty (302) days prior notice Borrower pays to Lender all accrued and unpaid interest, including Default Interest (or such shorter period of time as may be permitted by Lender in its sole discretionif any), prepay the Debt in whole on any date. Any all fees and expenses, including all late charges (if any) and legal fees, and (3) if prepayment received by Lender is tendered on a date other than day which is not a Monthly Payment Date shall include Date, Borrower pays to Lender an amount equal to the interest which that would have accrued thereon to on the Note on the amount being prepaid after the date of prepayment through and including the date immediately preceding the next Monthly Payment Date (such amountshad the prepayment not been made, the “Interest Shortfall”) and such amounts sum shall constitute additional consideration for the prepayment and not a penalty (i.e. principal except if the prepayment is made as required by Section 2.09 hereof and Lender is not required to pay any interest prepaid by Borrower) in connection with such repurchase under the Repurchase Agreement). Lender shall submit a certificate to Borrower setting forth in reasonable detail the amount required to be paid, which certificate shall be held by Lender as collateral security for conclusive in the Loan in an interest bearing account at an Eligible Institution, with interest accruing on such amounts to the benefit absence of Borrower; such amounts prepaid shall be applied to the Loan on the next Monthly Payment Date, with any interest on such funds paid to Borrower on such date provided no Event of Default then exists. Furthermore, except as provided in Section 2.7(b) hereof, any prepayment received by Lender prior to December 6, 2014 shall be accompanied by the Yield Maintenance Premiummanifest error. (b) On each date on which Lender actually receives a distribution of Net Proceeds, and if Lender does not make such Net Proceeds available to In the event that Fourth Mezzanine Borrower for Restorationprepays the Fourth Mezzanine Loan in whole or in part, Borrower shall, at Lender’s option, prepay the outstanding principal balance shall make a prepayment of the Note Loan in an amount equal to one hundred percent Borrower's pro rata share (100%determined in accordance with the Participation Agreement) of such Net Proceeds together with any applicable Interest Shortfall. No Yield Maintenance Premium shall be due in connection with any prepayment made pursuant to this Section 2.7(b). Any prepayment received the principal prepaid by Lender pursuant to this Section 2.7(b) on a date other than a Monthly Payment Date shall be held by Lender as collateral security for the Loan in an interest bearing, Eligible Account, with such interest accruing to the benefit of Fourth Mezzanine Borrower, and shall be applied by Lender on the next Monthly Payment Date. (c) If after an Event of Default, payment of all or any part In the event that Lender exercises its rights under Section 14 of the principal Participation Agreement and purchases Borrower's Junior Participation Interest (as defined in the Participation Agreement), the Loan shall become due and payable on the date on which Lender acquires Borrower's Junior Participation Interest and shall be repaid to Lender simultaneously with such purchase. (d) In the event that Borrower exercises its rights under Section 5(b) or Section 5(c) of the Loan is tendered by BorrowerParticipation Agreement, a purchaser at foreclosure or any other Person, such purchaser at foreclosure or other Person shall pay the Yield Maintenance Premium, in addition to the outstanding principal balance, all accrued and unpaid interest and other amounts payable under the Loan Documents. Notwithstanding anything to shall become due and payable on the contrary contained herein or date on which Borrower acquires Lender's Senior Participation Interest (as defined in any other Loan Document, any prepayment of the Debt Participation Agreement) and shall be applied repaid to the Debt in Lender simultaneously with such order and priority as may be determined by Lender in its sole discretionpurchase.

Prepayments. (a) Except as otherwise provided herein, Borrower shall not have the right to prepay the Loan in whole or in part. Borrower may, provided no Event upon at least two (2) Banking Days' notice in the case of Default has occurred LIBOR Based Rate Advances and is continuing, at its option and upon thirty one (301) days prior Banking Day's notice in the case of Variable Rate Advances to Lender (or such shorter period stating the proposed date and aggregate principal amount of time as may be permitted by Lender in its sole discretion), prepay the Debt in whole on any date. 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 (such amounts, the “Interest Shortfall”) 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 shall be applied to the Loan on the next Monthly Payment Date, with any interest on such funds paid to Borrower on such date provided no Event of Default then exists. Furthermore, except as provided in Section 2.7(b) hereof, any prepayment received by Lender prior to December 6, 2014 shall be accompanied by the Yield Maintenance Premium. (b) On each date on which Lender actually receives a distribution of Net Proceedsprepayment, and if Lender does not make such Net Proceeds available to Borrower for Restoration, notice is given Borrower shall, at Lender’s option, prepay the outstanding principal balance of the Note RLC in an whole or in part at any time prior to the Maturity Date as stated in such notice by Borrower, subject to payment of all amounts specified hereinbelow with respect to any LIBOR Rate Advance. (b) If for any reason (including voluntary prepayment, voluntary conversion of a LIBOR Rate Advance into a Variable Rate Advance, or acceleration, but excluding any mandatory prepayment or mandatory conversion such as pursuant to Section 3.5(c)), Lender receives all or part of the principal amount equal of a LIBOR Rate Advance prior to one hundred percent the last Banking Day of the LIBOR Interest Period for such RLC Advance, the Borrower shall immediately on demand by Lender, pay the "LIBOR Breakage Fees," defined as the amount (100%if any) by which (i) the additional interest which would have been payable on the amount so received had it not been received until the last day of such Net Proceeds together with any applicable LIBOR Interest ShortfallPeriod exceeds (ii) the interest which would have been recoverable by Lender (without regard to whether Lender actually so invest said funds) by placing the amount so received on deposit in the certificate of deposit markets or the offshore currency interbank markets or United States Treasury investment products, as the case may be for a period starting on the date on which it was so received and ending on the last day of such LIBOR Interest Period at the interest rate determined by Lender in its reasonable discretion. No Yield Maintenance Premium Lender's determination as to such amount shall be due in connection with any prepayment made pursuant to this Section 2.7(b). Any prepayment received by Lender pursuant to this Section 2.7(b) on a date other than a Monthly Payment Date shall be held by Lender as collateral security for the Loan in an interest bearingconclusive and final, Eligible Account, with such interest accruing to the benefit of Borrower, and shall be applied by Lender on the next Monthly Payment Dateabsent manifest error. (c) If after an Event of DefaultThe Borrower shall pay to Lender, payment of all or any part of upon the principal of the Loan is tendered by Borrower, a purchaser at foreclosure or any other Persondemand, such purchaser at foreclosure other amount or other Person amounts as shall pay the Yield Maintenance Premiumbe sufficient to compensate it for any loss, in addition to the outstanding principal balance, all accrued and unpaid interest and other amounts payable under the Loan Documents. Notwithstanding anything to the contrary contained herein costs or in any other Loan Document, expense ("LIBOR Prepayment Charges") incurred by it as a result of any prepayment by the Borrower (including voluntary prepayment, voluntary conversion of the Debt shall be applied a LIBOR Rate Advance into a Variable Rate Advance, or prepayment due to the Debt in acceleration, but excluding any mandatory prepayment or mandatory conversion such order and priority as may be determined by Lender in its sole discretion.pursuant to

Prepayments. (a) Except as otherwise provided herein, Borrower shall not have the right to prepay the Loan in whole or in part. The Borrower may, provided no Event of Default has occurred and is continuing, 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. 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 (such amounts, the “Interest Shortfall”) 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 shall be applied to the Loan on the next Monthly Payment Date, with any interest on such funds paid to Borrower on such date provided no Event of Default then exists. Furthermore, except as provided in Section 2.7(b) hereof, any prepayment received by Lender prior to December 6, 2014 shall be accompanied by the Yield Maintenance Premium. (b) On each date on which Lender actually receives a distribution of Net Proceeds, and if Lender does not make such Net Proceeds available to Borrower for Restoration, Borrower shall, at Lender’s option, from time to time repay or prepay part or all of the outstanding principal balance of the Note Loans bearing interest based on the Prime Rate without premium. If any LIBOR Rate Loan or Money Market Rate Loan is prepaid prior to the end of the Loan Period for such loan, whether voluntarily or because prepayment is required due to such loan’s maturing or accelerating upon default or otherwise, the Borrower agrees to pay all of the Bank’s costs, expenses, and Interest Differential (as determined by the Bank) incurred as a result of such prepayment. Because of the short-term nature of this facility, the Borrower agrees that the Interest Differential shall not be discounted to its present value. Any prepayment of a LIBOR Rate Loan or a Money Market Rate Loan shall be in an amount equal to one hundred percent (100%) the remaining entire principal balance of such Net Proceeds together with any applicable Interest Shortfallloan. No Yield Maintenance Premium There shall be due no prepayments of any Cost of Funds Rate Term Loan, provided that the Bank may consider requests for its consent with respect to prepayment of any Cost of Funds Rate Term Loan, without incurring an obligation to do so, and the Borrower acknowledges that in connection with any prepayment made pursuant to this Section 2.7(b). Any prepayment received by Lender pursuant to this Section 2.7(b) on a date other than a Monthly Payment Date the event that such consent is granted, the Borrower shall be held by Lender as collateral security for required to pay the Loan in an interest bearingBank, Eligible Account, with such interest accruing to the benefit of Borrower, and shall be applied by Lender on the next Monthly Payment Date. (c) If after an Event of Default, payment upon prepayment of all or any part of the principal amount of the a Cost of Funds Rate Term Loan is tendered by Borrowerbefore final maturity, a purchaser at foreclosure or any other Person, such purchaser at foreclosure or other Person shall pay the Yield Maintenance Premium, in addition prepayment indemnity (“Prepayment Fee”) equal to the outstanding greater of zero, or that amount, calculated on any date of prepayment (“Prepayment Date”), which is derived by subtracting: (a) the principal balanceamount of such Cost of Funds Rate Term Loan or portion of such Cost of Funds Rate Term Loan to be prepaid from (b) the Net Present Value of such Cost of Funds Rate Term Loan or portion of such Cost of Funds Rate Term Loan to be prepaid on such Prepayment Date; provided, all accrued and unpaid interest and other amounts payable under however, that the Loan Documents. Notwithstanding anything to the contrary contained herein or Prepayment Fee shall not in any other Loan Document, any event exceed the maximum prepayment of the Debt shall be applied to the Debt in such order and priority as may be determined fee permitted by Lender in its sole discretionapplicable law.

Prepayments. (a) Except as otherwise provided herein2.1 The Company may, Borrower shall not have the right to at its option, prepay the Loan Notes in whole or in part. Borrower may, provided no Event part at any time without penalty or premium. 2.2 In the case of Default has occurred and is continuing, at its option and upon thirty (30) days prior notice to Lender (or such shorter period each prepayment of time as may be permitted by Lender in its sole discretion), prepay less than all of the Debt in whole on any date. 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 (such amountsoutstanding Notes, the “Interest Shortfall”) and such amounts (i.e. principal and interest amount so to be prepaid by Borrower) shall be held by Lender as collateral security for allocated among the Loan in an interest bearing account at an Eligible Institution, with interest accruing on such amounts respective Notes and holders thereof so that the principal amount to the benefit of Borrower; such amounts be prepaid shall be applied first to the Loan on the next Monthly Payment Date, with any interest on such funds paid to Borrower on such date provided no Event of Default then exists. Furthermore, except as provided in Section 2.7(b) hereof, any prepayment received by Lender prior to December 6, 2014 shall be accompanied by the Yield Maintenance Premium. (b) On each date on which Lender actually receives a distribution of Net Proceeds, and if Lender does not make such Net Proceeds available to Borrower for Restoration, Borrower shall, at Lender’s option, prepay the outstanding principal balance of the Note in an amount equal to one hundred percent (100%) of such Net Proceeds together with any applicable Interest Shortfall. No Yield Maintenance Premium shall be due additional Notes issued in connection with any deferral of an interest installment hereunder beginning with the last Note so issued and continuing therefrom to the Note or Notes issued immediately preceding the last such Note to be fully prepaid. 2.3 Written notice of each prepayment, if any, pursuant to Section 2.1 hereof shall be given not less than thirty nor more than sixty days prior to each prepayment made date. Such notice shall state: (1) The prepayment date; (2) If less than all of the outstanding Notes are to be prepaid, the identification (and, in the case of partial prepayment, the respective principal amounts) of the Notes to be prepaid; and (3) The amount of accrued interest to be paid on the Notes to be prepaid. Such notice, and any other notice given to a holder of this Note, shall be mailed, postage prepaid, by first class mail to the payee herein named, irrespective of whether the payee is the holder of this Note; provided, however, that if any subsequent holder of this Note shall have presented it to the Company for inspection at the Office of the Company and shall have delivered to the Company at such office a written notice of the acquisition by such holder of this Note and designated in writing an address to which notices in respect of this Note shall be mailed, such notices shall be mailed to such holder at such designated address instead of to the payee herein named, unless and until any subsequent holder of this Note shall comply with the provisions of this Section 2.3. 2.4 On each prepayment date, the Company shall be obligated to prepay, at the Office of the Company, the principal amount of the Note, or the portion of such principal amount to be prepaid pursuant to this Section 2.7(b)2, plus interest accrued on such principal amount, or portion thereof, to the prepayment date. Any If this Note is to be prepaid in whole or in part as hereinbefore provided, then this Note or the portion hereof to be prepaid, as the case may be, shall cease to bear interest on and after the date fixed for such prepayment, provided such prepayment received by Lender pursuant is duly made or duly provided for. Upon the due prepayment in part of this Note, the holder hereof shall surrender it to this Section 2.7(b) on the Company, which shall thereupon issue and deliver with charge to such holder, a date other than a Monthly Payment Date shall be held by Lender as collateral security new Note for the Loan in an interest bearingunpaid balance of this Note; provided, Eligible Accounthowever, that instead of surrendering this Note as aforesaid, the holder of this Note, with such interest accruing the approval of the Company, may, at its option, present this Note to the benefit Company for notation hereon of Borrower, and shall be applied by Lender on the next Monthly Payment Date. (c) If after an Event of Default, payment of all or any part the portion of the principal of this Note so prepaid and this Note shall thereupon be returned to or on the Loan is tendered by Borrower, a purchaser at foreclosure or any other Person, such purchaser at foreclosure or other Person shall pay the Yield Maintenance Premium, in addition to the outstanding principal balance, all accrued and unpaid interest and other amounts payable under the Loan Documents. Notwithstanding anything to the contrary contained herein or in any other Loan Document, any prepayment order of the Debt holder hereof. To the extent that any of the Notes are prepaid, they shall be applied canceled and may not be redelivered. Any new Note made and delivered in accordance with the provisions of this Section shall be dated as of the date to which interest has been paid on the Debt in indebtedness to be evidenced by such order and priority as may be determined by Lender in its sole discretionnew Note, or if no interest has yet been so paid, then dated the date hereof.

Prepayments. (a) Except as otherwise provided hereinThe Borrower may prepay any Prime Rate Loan or any LIBOR Advantage Rate Loan outstanding under the Non-Restoring Credit Facility, Borrower shall not have the right to prepay the Loan in whole or in part. Borrower may, provided no Event of Default has occurred and is continuing, at its option and upon thirty (30) days prior notice to Lender (any time, without penalty or such shorter period of time as may be permitted by Lender in its sole discretion), prepay the Debt in whole on any date. 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 (such amounts, the “Interest Shortfall”) 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 shall be applied to the Loan on the next Monthly Payment Date, with any interest on such funds paid to Borrower on such date provided no Event of Default then exists. Furthermore, except as provided in Section 2.7(b) hereof, any prepayment received by Lender prior to December 6, 2014 shall be accompanied by the Yield Maintenance Premiumpremium. (b) On each date on which Lender actually receives a distribution of Net Proceeds, and if Lender does not make such Net Proceeds available to Borrower for Restoration, Borrower shall, at Lender’s option, prepay the outstanding principal balance of the Note in an amount equal to one hundred percent (100%) of such Net Proceeds together with any applicable Interest Shortfall. No Yield Maintenance Premium shall be due LIBOR Rate Loans in connection with which the Borrower has entered into Hedging Obligations with the Bank may not be prepaid unless the related Hedging Obligation is also terminated and any resulting breakage charges are paid; other LIBOR Rate Loans may be prepaid upon the terms and conditions set forth herein. The Borrower shall give the Bank, no later than 10:00 a.m., New York City time, at least four (4) Business Days notice of any proposed prepayment made of any LIBOR Rate Loans, specifying the proposed date of payment of such LIBOR Rate Loans, and the principal amount to be paid. Each partial prepayment of the principal amount of LIBOR Rate Loans shall be in an integral multiple of $100,000.00 and accompanied by the payment of all charges outstanding on such LIBOR Rate Loans and of all accrued interest on the principal repaid to the date of payment. The Borrower acknowledges that prepayment or acceleration of a LIBOR Rate Loan during an Interest Period shall result in the Bank incurring additional costs, expenses and/or liabilities and that it is extremely difficult and impractical to ascertain the extent of such costs, expenses and/or liabilities. Therefore, all full or partial prepayments of LIBOR Rate Loans shall be accompanied by, and the Borrower hereby promises to pay, on each date a LIBOR Rate Loan is prepaid or the date all sums payable hereunder become due and payable, by acceleration or otherwise, in addition to all other sums then owing, an amount ("LIBOR Rate Loan Prepayment Fee") determined by the Bank pursuant to this Section 2.7(b). Any prepayment received by Lender pursuant to this Section 2.7(bthe following formula: (i) the then current rate for United States Treasury securities (bills on a date other than a Monthly Payment Date discounted basis shall be held converted to a bond equivalent) with a maturity date closest to the end of the Interest Period as to which prepayment is made, subtracted from (ii) the LIBOR Lending Rate plus the Applicable Margin applicable to the LIBOR Rate Loan being prepaid. If the result of this calculation is zero or a negative number, then there shall be no LIBOR Rate Loan Prepayment Fee. If the result of this calculation is a positive number, then the resulting percentage shall be multiplied by: (iii) the amount of the LIBOR Rate Loan being prepaid. The resulting amount shall be divided by: (iv) 360 and multiplied by: (v) the number of days remaining in the Interest Period as to which the prepayment is being made. Said amount shall be reduced to present value calculated by Lender as collateral security using the referenced United States Treasury securities rate and the number of days remaining on the Interest Period for the LIBOR Rate Loan in an interest bearing, Eligible Account, with such interest accruing to the benefit being prepaid. The resulting amount of Borrower, and these calculations shall be applied by Lender on the next Monthly Payment DateLIBOR Rate Loan Prepayment Fee. (c) If after by reason of an Event of DefaultDefault the Bank elects to declare any Loan(s) to be immediately due and payable, then any yield maintenance fee with respect to such Loan(s) shall become due and payable in the same manner as though the Borrower had exercised such right of prepayment. Any prepayment hereunder will be applied first to the payment of all or any part accrued interest to the date of the principal of prepayment and the Loan is tendered by Borrower, a purchaser at foreclosure or any other Person, such purchaser at foreclosure or other Person shall pay the Yield Maintenance Premium, in addition remainder to the outstanding principal balanceprincipal. Further, all accrued and unpaid interest and other amounts payable under in the case of any prepayments of the Notes which do not simply represent the conversion of a LIBOR Rate Loan Documents. Notwithstanding anything to the contrary contained herein or in any other Loan Documenta Prime Rate Loan, any prepayment of the Debt amounts applied against principal shall be applied to against scheduled installments of principal due thereon in the Debt in such inverse order and priority as may be determined by Lender in its sole discretionof maturity.

Prepayments. (a) Except as otherwise provided hereinOn or after March 1, Borrower shall not have the right to 2006, Maker may prepay the Loan in whole or in part. Borrower maypart on any Business Day, the outstanding principal balance of this Note, together with accrued but unpaid interest on the amount prepaid and all additional sums and charges due under this Note and/or the other Loan Documents, without any prepayment premium or fees, provided no Event of Default has occurred and is continuingthat Holder shall have received, at its option and upon not less than thirty (30) days prior to the anticipated date of prepayment, a written notice which must identify the amount being prepaid and the date of prepayment (a "Prepayment Notice"). At any time before March 1, 2006, upon Maker's delivery of a Prepayment Notice not less than thirty (30) days prior to Lender (the proposed date of prepayment which notice must identify the amount being prepaid and the date of prepayment, Maker shall have the right to prepay this Note in full or such shorter period of time as may be permitted by Lender in its sole discretion), prepay the Debt in whole part on any date. Any prepayment received Business Day 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 (such amounts, the “Interest Shortfall”) 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 shall be applied to the Loan on the next Monthly Payment Date, with any interest on such funds paid to Borrower on such date provided no Event of Default then exists. Furthermore, except as provided in Section 2.7(b) hereof, any prepayment received by Lender prior to December 6, 2014 shall be accompanied by the Yield Maintenance Premium. (b) On each date on which Lender actually receives a distribution of Net Proceeds, and if Lender does not make such Net Proceeds available to Borrower for Restoration, Borrower shall, at Lender’s option, prepay the outstanding principal balance of the Note in an amount equal to one hundred percent (100%) of such Net Proceeds together with any applicable Interest Shortfall. No Yield Maintenance Premium shall be due in connection with any prepayment made pursuant to this Section 2.7(b). Any prepayment received by Lender pursuant to this Section 2.7(b) on a date other than a Monthly Payment Date shall be held by Lender as collateral security for the Loan in an interest bearing, Eligible Account, with such interest accruing to the benefit of Borrower, and shall be applied by Lender on the next Monthly Payment Date. (c) If after an Event of Default, payment of all or any part of the principal of the Loan is tendered by Borrower, a purchaser at foreclosure or any other Person, such purchaser at foreclosure or other Person shall pay the Yield Maintenance Premium, paying in addition to the outstanding amount of the principal balanceprepayment, all accrued and unpaid interest hereunder and all additional sums and charges due under this Note and/or the other amounts payable Loan Documents, together with a yield maintenance prepayment premium equal to the greater of: a. an amount determined by: (i) calculating one percent (1%) of the outstanding principal balance (prior to application of the principal being prepaid), and (ii) multiplying that amount by the quotient of (A) the number of full and partial months remaining to March 1, 2006, determined as of the date prepayment will be made, divided by (B) the number of full and partial months in the period from the Funding Date to March 1, 2006; and (iii) multiplying the product just derived by the quotient of (A) the principal being prepaid, divided by (B) the outstanding principal balance as of the date of prepayment (prior to the application of the principal being prepaid); OR b. an amount determined by: (i) calculating the sum of the present values of all unpaid principal and interest payments required under the Loan Documents. Notwithstanding anything Documents through and including March 1, 2006, including the present value of the outstanding principal balance as of such date (prior to the contrary contained herein or in any other Loan Document, any prepayment application of the Debt shall be applied principal being prepaid), utilizing a discount rate equal to the Debt in Converted Treasury Yield (as defined below), divided by the frequency of the interest payments made during a calendar year; and (ii) subtracting from such order and priority sum the outstanding principal balance (prior to application of the principal being prepaid) as may of the date prepayment will be determined made; and (iii) multiplying such remainder by Lender in its sole discretionthe quotient of (A) the principal being prepaid, divided by (B) the outstanding principal balance as of the date of prepayment (prior to application of the principal being prepaid).

Prepayments. (a) Except as otherwise provided herein, The Borrower shall not have the right at any time and from time to time to prepay the Loan Loans in whole or in partpart subject to the requirements of this Section without penalty or premium; PROVIDED that if the Borrower has entered into an agreement for a Change of Control or the Borrower or any other Person otherwise has publicly announced its intention to consummate a transaction that would institute a Change of Control, the Borrower may only prepay the Loans at a prepayment amount equal to the Fixed Early Prepayment Amount, plus accrued and unpaid interest to the date of prepayment. (b) In the event and on each occasion that any Net Proceeds are received by or on behalf of the Borrower or any Subsidiary in respect of any Prepayment Event, then, unless a Reinvestment Notice shall be delivered with respect to Net Proceeds from a Prepayment Event specified in paragraphs (A) or (B) of the definition of Prepayment Event, the Borrower shall, within three (3) Business Days after such Net Proceeds are received, prepay Loans in an aggregate amount equal to such Net Proceeds; PROVIDED, THAT, on each Reinvestment Prepayment Date, the Loans shall be repaid in an amount equal to the Reinvestment Prepayment Amount with respect to the Reinvestment Event. (c) Following the end of each fiscal year of the Borrower, commencing with the fiscal year that begins on January 1, 2005, for which there is any Excess Cash Flow, the Borrower shall prepay Loans in an aggregate amount equal to 75% of Excess Cash Flow for such fiscal year. Each prepayment pursuant to this paragraph shall be made on or before the date on which financial statements are delivered pursuant to subsection 5.1(a) with respect to the fiscal year for which Excess Cash Flow is being calculated (and in any event within 90 days after the end of such fiscal year). (d) In the event and on each occasion that the Borrower mayor any Subsidiary after the Closing Date receives cash proceeds from the sale of Capital Stock or other equity securities, provided no Event or otherwise receives a cash capital contribution from any third Person, or raises any private or public capital in cash (other than cash proceeds received in connection with the exercise of Default has occurred options and is continuingwarrants to acquire the common stock of the Borrower that are issued or outstanding on the date hereof or issued under a Plan or pursuant to the Syndication Letter, or pursuant to anti-dilution provisions in such options or warrants or applicable thereto), the Borrower shall, within three (3) Business Days after the receipt thereof, prepay Loans in an amount equal to 50% of the net amount received. (e) Upon the occurrence of a Change of Control, the Borrower shall, within three (3) Business Days after the occurrence thereof, prepay all of the Loans at its option a prepayment price equal to the Fixed Early Prepayment Amount, plus accrued and upon thirty unpaid interest, if any, to the date of prepayment. (30f) days prior In the event of a prepayment hereunder, the Borrower shall give at least three (3) Business Days' irrevocable notice to Lender (or such shorter period of time as may be permitted by Lender in its sole discretion)the Agent and the Lenders, prepay specifying the Debt in whole on any date. 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 (such amounts, the “Interest Shortfall”) reason for the prepayment and amount of prepayment. If any such notice is given, the amount specified in such notice shall be due and payable on the date specified therein, together with any amounts (i.e. payable pursuant to subsection 2.9 and accrued interest to such date on the amount prepaid. Each prepayment of principal and interest prepaid by Borrowerof the Loans pursuant to subsection 2.3(a) shall be held by Lender as collateral security for applied pro rata against the Loan in an interest bearing account at an Eligible Institution, with interest accruing on such amounts remaining scheduled payments of principal under subsection 2.2. Partial prepayments of the Loans (other than pursuant to the benefit of Borrower; such amounts prepaid subsection 2.3(a)) shall be applied to the Loan installments of principal thereof in the inverse order of their scheduled maturities. Amounts prepaid on account of the next Monthly Payment Date, with any interest on such funds paid to Borrower on such date provided no Event of Default then existsLoans may not be reborrowed. Furthermore, except as provided in Section 2.7(bPartial prepayments under subsection 2.3(a) hereof, any prepayment received by Lender prior to December 6, 2014 shall be accompanied by the Yield Maintenance Premium. (b) On each date on which Lender actually receives a distribution of Net Proceeds, and if Lender does not make such Net Proceeds available to Borrower for Restoration, Borrower shall, at Lender’s option, prepay the outstanding principal balance of the Note in an aggregate principal amount equal to one hundred percent (100%) of such Net Proceeds together with any applicable Interest Shortfall. No Yield Maintenance Premium shall be due in connection with any prepayment made pursuant to this Section 2.7(b). Any prepayment received by Lender pursuant to this Section 2.7(b) on $250,000 or a date other than a Monthly Payment Date shall be held by Lender as collateral security for the Loan in an interest bearing, Eligible Account, with such interest accruing to the benefit of Borrower, and shall be applied by Lender on the next Monthly Payment Datewhole multiple thereof. (c) If after an Event of Default, payment of all or any part of the principal of the Loan is tendered by Borrower, a purchaser at foreclosure or any other Person, such purchaser at foreclosure or other Person shall pay the Yield Maintenance Premium, in addition to the outstanding principal balance, all accrued and unpaid interest and other amounts payable under the Loan Documents. Notwithstanding anything to the contrary contained herein or in any other Loan Document, any prepayment of the Debt shall be applied to the Debt in such order and priority as may be determined by Lender in its sole discretion.

Prepayments. (ai) Except as otherwise provided herein, Borrower shall not have the right to prepay No prepayment of the Loan shall be allowed in whole or in part, on or prior to the Lockout Expiration Date other than principal payments required pursuant to Section 2.3. Borrower mayThereafter, provided no Event of Default has occurred and is continuingthe Loan may be prepaid, at its option and in whole, but not in part, upon thirty not less than sixty (3060) days days’ irrevocable 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 dateLender. Any prepayment received by Lender prepayments on a date other than a Monthly Payment Date shall include interest which would have accrued thereon to the next Monthly Payment Date (such amounts, the “Interest Shortfall”) and such amounts (i.e. principal and interest prepaid by Borrower) shall be held by Lender as collateral security for balance of the Loan in an interest bearing account at an Eligible Institutionevidenced by the Note whether voluntary or involuntary, with interest accruing on such amounts to the benefit of Borrower; such amounts prepaid shall be applied to the Loan on the next Monthly Payment Date, with any interest on such funds paid to Borrower on such date provided no Event of Default then exists. Furthermore, except as provided in Section 2.7(b) hereof, any prepayment received by Lender prior to December 6, 2014 shall be accompanied by payment of interest accrued to the Yield Maintenance date of prepayment, together with the applicable Prepayment Premium. Any prepayments made pursuant to the foregoing shall be made on a Payment Date, provided, however, Borrower may elect to make any such prepayments on a Business Day which is not a Payment Date if, in addition to all interest which has accrued to and including the date of prepayment and the Prepayment Premium, Borrower also pays all interest which would accrue on the Loan to, but not including, the Payment Date following the date of prepayment. Amounts prepaid shall not be re-borrowed. (bii) On each date on which Lender actually receives a distribution of Net ProceedsIf, and if Lender does not make such Net Proceeds available to Borrower for Restoration, Borrower shall, at Lender’s option, prepay the outstanding principal balance of the Note in an amount equal to one hundred percent (100%) of such Net Proceeds together with any applicable Interest Shortfall. No Yield Maintenance Premium shall be due in connection with any prepayment made pursuant to this Section 2.7(b). Any prepayment received by Lender pursuant to this Section 2.7(b) on a date other than a Monthly Payment Date shall be held by Lender as collateral security for the Loan in an interest bearing, Eligible Account, with such interest accruing to the benefit of Borrower, and shall be applied by Lender on the next Monthly Payment Date. (c) If after following an Event of Default, payment of all or any part of the principal of the Loan is tendered by Borrower, a purchaser at foreclosure Borrower or any other Personotherwise recovered by Lender, such purchaser at foreclosure tender or other Person recovery shall be deemed a voluntary prepayment by Borrower in violation of the prohibition against prepayment set forth in Section 2.4(C)(i) and Borrower shall pay the Yield Maintenance Premiumto Lender, in addition to the outstanding principal balanceother Obligations, all accrued and unpaid interest and other amounts payable under the Loan DocumentsPrepayment Premium. Notwithstanding anything If the Maturity Date is accelerated, due to the contrary contained herein an Event of Default or in any other Loan Documentotherwise, or if any prepayment of all or any portion of the Debt Loan hereunder occurs, whether in connection with Lender’s acceleration of the Loan or otherwise, or if the Mortgage is satisfied or released by foreclosure (whether by power of sale or judicial proceeding), deed in lieu of foreclosure or by any other means, then the Prepayment Premium shall be applied become immediately due and owing and Borrower shall immediately pay the Prepayment Premium to the Debt Lender. Nothing contained in such order and priority as may be determined by Lender in its sole discretionthis Section 2.4(C)(iii) shall create any right of prepayment.

Prepayments. (a) Except WGRAH may, at its option, as otherwise provided hereinin this Section 2.05, Borrower shall not have the right at any time and from time to time prepay the Loan WGRAH Loan, in whole or in part. Borrower may, provided no Event of Default has occurred and is continuing, upon at its option and upon thirty least two (302) days Business Days’ prior notice to Lender (or Trinity, specifying the date and amount of prepayment. The payment amount specified in such shorter period of time as may be permitted by Lender in its sole discretion), prepay the Debt in whole on any date. 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 (such amounts, the “Interest Shortfall”) and such amounts (i.e. principal and interest prepaid by Borrower) notice 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 shall be applied to the Loan due and payable on the next Monthly Payment Date, with any interest on such funds paid to Borrower on such date provided no Event of Default then exists. Furthermore, except as provided in Section 2.7(b) hereof, any prepayment received by Lender prior to December 6, 2014 shall be accompanied by the Yield Maintenance Premiumspecified. (b) On each date on which Lender actually receives a distribution of Net ProceedsAt any time when WGRAH’s Consolidated EBITDA is less than $100,000,000 for the most recently ended Measurement Period, and if Lender does not make such Net Proceeds available to Borrower for Restoration, Borrower shall, at Lender’s option, WGRAH shall prepay the outstanding WGRAH Loan in a principal balance of the Note in an amount equal to one hundred percent (100%) the Net Cash Proceeds received from any Disposition of assets as soon as reasonably practicable but not more than three Business Days after the receipt of such Net Proceeds together with any applicable Interest Shortfall. No Yield Maintenance Premium shall be due in connection with any amounts; provided that such amounts required for a prepayment made pursuant to this Section 2.7(b). Any prepayment received by Lender pursuant sentence may not be used as an Investment or Restricted Payment or otherwise permitted to this Section 2.7(b) on a date other than a Monthly Payment Date shall be held by Lender as collateral security for leave the possession of the WGRAH Loan in an interest bearing, Eligible Account, with such interest accruing to Parties after the benefit of Borrower, and shall be applied by Lender on the next Monthly Payment DateWGRAH Loan Parties’ receipt thereof. (c) If Upon any Disposition of any assets by WGRAH or any of its Subsidiaries, WGRAH shall prepay the WGRAH Loan in a principal amount equal to the amount necessary for WGRAH to comply with the requirements of Sections 5.05(b) as soon as reasonably practicable but not more than three Business Days after such Disposition occurs; provided that such amounts required for a prepayment pursuant to this sentence may not be used as an Event Investment or Restricted Payment or otherwise permitted to leave the possession of Defaultthe WGRAH Loan Parties after the WGRAH Loan Parties’ receipt thereof. (d) All prepayments pursuant to this Section 2.05 shall include accrued interest on the amount prepaid to the date of prepayment, expenses, Trinity Expenses, indemnities, and other WGRAH Obligations (and as to which, in the case of Trinity Expenses, demand for payment with respect to which has been received by WGRAH on or before 12:30 p.m. on the Business Day immediately preceding the date on which any such payment or prepayment of principal is to be made). (e) Partial optional prepayments pursuant to this Section 2.05 shall be in an aggregate principal amount of $10,000,000 or any whole multiple of $5,000,000 in excess thereof. All prepayments of the WGRAH Loan pursuant to this Section 2.05 shall be without the payment of all any premium or any part of the principal of the Loan is tendered by Borrower, a purchaser at foreclosure or any other Person, such purchaser at foreclosure or other Person shall pay the Yield Maintenance Premium, in addition to the outstanding principal balance, all accrued and unpaid interest and other penalty except for amounts payable under the Loan Documents. Notwithstanding anything pursuant to the contrary contained herein or in any other Loan Document, any prepayment of the Debt Section 2.09 and shall be applied to payable at the Debt time specified in such order and priority as may be determined by Lender in its sole discretionSection 2.09(a).

Prepayments. (a) Except as otherwise provided herein, Borrower shall not have the right may from time to time prepay the Loan principal of the Loans in whole or in part. Borrower may, provided no Event of Default has occurred and is continuing, 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. Any prepayment received by Lender on a date other than a Monthly Payment Date shall include interest which would have accrued thereon subject to the next Monthly Payment Date following conditions: (such amounts, a) Except in the “Interest Shortfall”) and such amounts (i.e. case of any payment of the entire 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 balance of Borrower; such amounts prepaid shall be applied to the any Fixed Rate Loan on the last day of the Interest Period applicable thereto (in which case no prior notice need be given), Borrower shall give Bank a timely notice of each prepayment, which notice, if not originally given in writing shall be confirmed in writing. The original notice shall be given: (i) not later than the Banking Day next Monthly Payment Date, with any interest on such funds paid to Borrower on such date provided no Event of Default then exists. Furthermore, except as provided in Section 2.7(b) hereof, preceding any prepayment received by Lender of any CD Loans; and (ii) not later than two (2) Banking Days prior to December 6, 2014 shall be accompanied by the Yield Maintenance Premiumdate of any prepayment of any LIBOR Loan. (b) On each date on which Lender actually receives a distribution Each prepayment shall be in the principal amount of Net ProceedsOne Hundred Thousand Dollars ($100,000.00), and if Lender does not make such Net Proceeds available to Borrower for Restorationor any multiple thereof, Borrower shall, at Lender’s option, prepay the outstanding principal balance of the Note in or an amount equal to one hundred percent (100%) of such Net Proceeds together with any applicable Interest Shortfall. No Yield Maintenance Premium shall be due in connection with any prepayment made pursuant to this Section 2.7(b). Any prepayment received by Lender pursuant to this Section 2.7(b) on a date other than a Monthly Payment Date shall be held by Lender as collateral security for the Loan in an interest bearing, Eligible Account, with such interest accruing to the benefit of Borrower, and shall be applied by Lender on the next Monthly Payment Datethen aggregate unpaid principal balance outstanding plus accrued interest. (c) If after an Event No prepayment shall be subject to any penalty or premium except in the case of Default, payment a prepayment made in respect of all or any part Fixed Rate Loans on any day other than the last day of the Interest period applicable thereto, in which case Borrower agrees (i) with respect to LIBOR Loans, if the LIBOR Adjusted Rate as determined as of 11:00 a.m. London time two London Banking Days prior to the date of prepayment of any LIBOR Loans (hereinafter "Prepayment LAR") shall be lower than the LIBOR Adjusted Rate applicable to the LIBOR Loan being prepaid (hereafter "Actual LAR"), Borrower shall, upon written notice from Bank, promptly pay to Bank in immediately available funds, a prepayment premium based on the amount of principal being prepaid and computed at a rate equal to the difference between the Actual LAR and the Prepayment LAR, for the period from the date of prepayment to the end of the Loan is tendered by BorrowerInterest Period in question. In determining the Prepayment LAR, Bank shall apply a purchaser at foreclosure or any other Person, such purchaser at foreclosure or other Person shall pay the Yield Maintenance Premium, in addition rate equal to the outstanding principal balance, all accrued and unpaid interest and other amounts payable under the Loan Documents. Notwithstanding anything Adjusted LIBOR Rate for a deposit approximately equal to the contrary contained herein or in any other Loan Document, any prepayment principal being prepaid and of the Debt shall be applied a duration as nearly equal as practicable to the Debt time remaining in such order and priority the Interest Period in question; or (ii) with respect to CD Loans, if the CD Pre-Margin Rate as may be determined by Lender in its sole discretion.as of 11:00 a.

Prepayments. (ai) Except as otherwise provided herein, The Borrower shall not have the right at any time and from time to time to prepay the Loan any Borrowing in whole or in part. Borrower may, provided no Event of Default has occurred part without premium (but subject to Section 2.10 and is continuing, 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. 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 (such amounts, the “Interest Shortfall”) 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 shall be applied to the Loan on the next Monthly Payment Date, with any interest on such funds paid to Borrower on such date provided no Event of Default then exists. Furthermore, except as provided in Section 2.7(bthis Section). (ii) hereof, any prepayment received by Lender All voluntary prepayments of Tranche B Term Loans pursuant to this paragraph (a) (A) on or prior to December 6, 2014 the No-Call Date shall be accompanied by a prepayment fee equal to the Make-Whole Amount, (B) after the No-Call Date and on or prior to the 12-month anniversary of the No-Call Date shall be accompanied by a prepayment fee equal to 4.00% of the aggregate principal amount of such prepayments and (C) after the 12-month anniversary of the No-Call Date and on or prior to the 18-month anniversary of the No-Call Date shall be accompanied by a prepayment fee equal to 2.00% of the aggregate principal amount of such prepayments. (iii) In the event that all or any portion of the Tranche B II Term Loans are prepaid from the incurrence of bank Indebtedness or repriced (or effectively refinanced) through any amendment of this Agreement such that the Weighted Average Yield Maintenance Premiumon such Tranche B II Term Loans is less than the Weighted Average Yield applicable to such Tranche B II Term Loans on the Second Restatement Effective Date, any such prepayment, repricing or refinancing that occurs prior to the first anniversary of the Second Restatement Effective Date shall be accompanied by a prepayment fee equal to 1.00% of the aggregate principal amount of such prepayment or the aggregate principal amount subject to such repricing or refinancing. (iv) In the event that all or any portion of the Tranche B III Term Loans are prepaid from the incurrence of bank Indebtedness or repriced (or effectively refinanced) through any amendment of this Agreement such that the Weighted Average Yield on such Tranche B III Term Loans is less than the Weighted Average Yield applicable to such Tranche B III Term Loans on the Third Restatement Effective Date, any such prepayment, repricing or refinancing that occurs prior to October 4, 2012 shall be accompanied by a prepayment fee equal to 1.00% of the aggregate principal amount of such prepayment or the aggregate principal amount subject to such repricing or refinancing. (v) In the event that all or any portion of the Tranche B 2019 Term Loans are prepaid from the incurrence of bank Indebtedness or repriced (or effectively refinanced) through any amendment of this Agreement such that the Weighted Average Yield on such Tranche B 2019 Term Loans is less than the Weighted Average Yield applicable to such Tranche B 2019 Term Loans on the Fourth Amendment Effective Date, any such prepayment, repricing or refinancing that occurs prior to August 1, 2013 shall be accompanied by a prepayment fee equal to 1.00% of the aggregate principal amount of such prepayment or the aggregate principal amount subject to such repricing or refinancing. (vi) In the event that all or any portion of the Tranche B 2016 Term Loans are prepaid from the incurrence of bank Indebtedness or repriced (or effectively refinanced) through any amendment of this Agreement such that the Weighted Average Yield on such Tranche B 2016 Term Loans is less than the Weighted Average Yield applicable to such Tranche B 2016 Term Loans on the Fourth Amendment Effective Date, any such prepayment, repricing or refinancing that occurs prior to August 1, 2013 shall be accompanied by a prepayment fee equal to 1.00% of the aggregate principal amount of such prepayment or the aggregate principal amount subject to such repricing or refinancing. (b) On each date on When the aggregate amount of Excess Proceeds exceeds $10,000,000, the Borrower shall within 15 days notify the Administrative Agent thereof and prepay the Loans in the amount of such Excess Proceeds without premium (but subject to Section 2.10) (as reduced by any portion thereof which has been rejected by Declining Lenders pursuant to clause (e) below and specified in a notice delivered by the Administrative Agent to the Borrower). To the extent there are any remaining Excess Proceeds following the completion of the prepayment required hereunder as a result of Lender actually receives elections not to accept such prepayment, the Borrower shall apply such Excess Proceeds to the repayment of other Indebtedness of the Borrower or any Restricted Subsidiary that is a distribution Subsidiary of Net Proceedsthe Borrower, to the extent permitted or required under the terms thereof. Any other remaining Excess Proceeds may be applied to any use as determined by Level 3 which is not otherwise prohibited by this Agreement, and if Lender does not make such Net the amount of Excess Proceeds available to Borrower for Restoration, Borrower shall, at Lender’s option, prepay the outstanding principal balance of the Note in an amount equal to one hundred percent (100%) of such Net Proceeds together with any applicable Interest Shortfall. No Yield Maintenance Premium shall be due in connection with reset to zero. Notwithstanding the foregoing, any prepayment made Excess Proceeds required to be applied to Loans pursuant to this Section 2.7(b). Any 2.05(b) shall be applied ratably among the Loans and, to the extent required by the terms of any Permitted First Lien Indebtedness or Permitted First Lien Refinancing Indebtedness, the principal amount of such Permitted First Lien Indebtedness and Permitted First Lien Refinancing Indebtedness then outstanding, and the prepayment received by Lender of the Loans required pursuant to this Section 2.7(b2.05(b) on a date other than a Monthly Payment Date shall be held by Lender as collateral security for the Loan in an interest bearing, Eligible Account, with such interest accruing to the benefit of Borrower, and shall be applied by Lender on the next Monthly Payment Datereduced accordingly. (c) If after an Event Not fewer than 30 days prior to any payment or prepayment of Defaultany principal amount of the Loan Proceeds Note , the Borrower shall notify the Administrative Agent thereof and shall, on the date of such payment or prepayment, subject to paragraph (e) below, prepay the Loans at a price equal to the principal amount of all the Loans without premium (but subject to Section 2.10); provided, however that (i) on the date of such payment or prepayment of the Loan Proceeds Note, the Administrative Agent shall notify the Borrower of the required amount of such prepayment (as reduced by any part portion thereof which has been rejected by Declining Lenders pursuant to clause (e) below) and (ii) the Borrower shall immediately prepay the Loans in such amount in accordance with clause (e) below. (d) Upon the occurrence of a Change of Control Triggering Event, the Borrower shall within 30 days of such occurrence notify the Administrative Agent thereof and prepay the Loans not later than 30 Business Days following such notification; provided, however that (i) at the expiration of such 30 Business Day period, the Administrative Agent shall notify the Borrower of the required amount of such prepayment (as reduced by any portion thereof which has been rejected by Declining Lenders pursuant to clause (e) below) and the Borrower shall immediately prepay the Loans in such amount in accordance with clause (e) below and (ii) the Borrower shall also pay, on the date of such prepayment, to each Lender receiving such prepayment a fee equal to 1.00% of the principal amount of the Loans prepaid to such Lender. (e) With respect to any proposed mandatory prepayment of the Loans pursuant to clause (b), (c) or (d) above, any Lender may, at its option, elect not to accept such prepayment (any Lender making such election being a “Declining Lender”) as follows: each Declining Lender shall give written notice thereof to the Administrative Agent not later than 10:00 a.m. New York City time on the date which is two Business Days prior to the date on which the Administrative Agent is required to notify the Borrower of the amount of the applicable prepayment pursuant to clause (b), (c) or (d) above. On the date of prepayment, an amount equal to that portion of the Loan is tendered by Borrowerthen to be prepaid (less the amount thereof that would otherwise be payable to Declining Lenders) shall be paid to the Lenders that are not Declining Lenders in accordance with subsection (f) below. In the event that the Administrative Agent has not, with respect to any mandatory prepayment, received a purchaser at foreclosure or any other Personnotice from a Lender in accordance with this clause (e), such purchaser at foreclosure Lender shall be deemed to have waived its rights under this clause (e) to decline receipt thereof. (f) The Borrower (or other Person Level 3 on its behalf) shall pay notify the Yield Maintenance Premium, in addition to the outstanding principal balance, all accrued and unpaid interest and other amounts payable under the Loan Documents. Notwithstanding anything to the contrary contained herein or in any other Loan Document, Administrative Agent by telephone (confirmed by telecopy) of any prepayment hereunder not later than 1:00 p.m., New York City time, two Business Days before the date of the Debt shall be applied to the Debt in prepayment or such order and priority lesser period as may be determined acceptable to the Administrative Agent. Each such notice shall be irrevocable and shall specify the prepayment date, the principal amount to be prepaid and, in the case of a mandatory prepayment, a reasonably detailed calculation of the amount of such prepayment and, in the case of a prepayment pursuant to clause (a) of this Section, the Class or Classes to which such prepayment shall be applied. Promptly following receipt of any such notice, the Administrative Agent shall advise the Lenders of the contents thereof. Prepayments shall be accompanied by accrued interest to the extent required by Section 2.07. If any prepayment pursuant to this Section is made by the Borrower other than on the last day of the Interest Period applicable to any prepaid Eurodollar Loans, the Borrower shall also pay to each Lender in its sole discretion(other than any Declining Lender) on the date of such prepayment any amount owing to such Lender pursuant to Section 2.10.

Prepayments. (a) Except as otherwise provided herein, The Borrower shall not have the right be entitled to prepay the Loan in whole or in part. Borrower may, provided no Event of Default has occurred and is continuing, Notes at its option and any time upon thirty (30) twenty days prior written notice to Lender the Lender. In such event of a prepayment of all or part of the principal amount of the Convertible Term Note, the Borrower shall be required to pay the Lender, upon prepayment of all or part of the principal amount before final maturity, a prepayment indemnity (“Prepayment Fee”) equal to the greater of zero, or that amount, calculated on any date of prepayment (“Prepayment Date”), which is derived by subtracting: (a) the principal amount of the Convertible Term Note or portion of the Convertible Term Note to be prepaid from (b) the Net Present Value of the Convertible Term Note or portion of the Convertible Term Note to be prepaid on such shorter period of time as may be Prepayment Date; provided, however, that the Prepayment Fee shall not in any event exceed the maximum prepayment fee permitted by applicable law. (b) In calculating the amount of the Prepayment Fee, the Lender in its sole discretionis hereby authorized by the Borrower to make such assumptions regarding the source of funding, redeployment of funds and other related matters, as the Lender may deem appropriate. If the Borrower fails to pay any Prepayment Fee when due, the amount of the Prepayment Fee shall thereafter bear interest until paid at the Default Rate (computed on the basis of a 360-day year, actual days elapsed), prepay the Debt in whole on any date. 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 (such amounts, the “Interest Shortfall”) and such amounts (i.e. of principal and interest prepaid by Borrower) shall be held accompanied by Lender as collateral security for a payment of interest accrued to date thereon; and 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 prepayment shall be applied to the Loan on principal installments in the next Monthly Payment Dateinverse order of their maturities. All prepayments shall be in an amount of at least $100,000 or, if less, the remaining entire principal balance of the Note being prepaid. (c) Notwithstanding any other prepayment limitations in the Notes, the Borrower may prepay the principal balance of the Convertible Term Note not more than twice during the term of the Convertible Term Note without the prior consent of the Lender and without paying the Prepayment Fee, so long as the aggregate amount of the prepayments does not exceed $478,500 (30% of the original principal balance of the Convertible Term Note) and the prepayment in any calendar year does not exceed $239,250 (15% of the original principal balance of the Convertible Term Note). Any prepayment in the aggregate in excess of $478,500 or any prepayments in excess of $478,500 in a calendar year or any prepayments in excess of two shall be subject to the Prepayment Fee. Prepayments made without the Prepayment Fee pursuant to this paragraph are not subject to the $100,000 minimum prepayment restriction. If the prepayment is due to Borrower’s failure to comply with any the Lender’s minimum Debt Service Coverage requirement, as of the date of prepayment the remaining principal balance of the Notes (after the prepayment) will be re-amortized over the remaining term of the original amortization period. (d) BORROWER HEREBY EXPRESSLY (I) WAIVES ANY RIGHTS IT MAY OTHERWISE HAVE TO PREPAY THE CONVERTIBLE TERM NOTE, IN WHOLE OR IN PART, WITHOUT PENALTY, UPON ACCELERATION OF THE MATURITY DATE, AND (II) AGREES THAT IF, FOR ANY REASON, A PREPAYMENT OF ALL OR ANY PORTION OF THE PRINCIPAL AMOUNT OF THE CONVERTIBLE TERM NOTE IS MADE UPON OR FOLLOWING ANY ACCELERATION OF THE MATURITY DATE BY LENDER ON ACCOUNT OF ANY EVENT OF DEFAULT BY BORROWER INCLUDING, WITHOUT LIMITATION, ANY TRANSFER, DISPOSITION, OR FURTHER ENCUMBRANCE PROHIBITED OR RESTRICTED BY THE DEED OF TRUST SECURING THE PAYMENT OF THE CONVERTIBLE TERM NOTE, THEN BORROWER SHALL BE OBLIGATED TO PAY CONCURRENTLY WITH THAT PREPAYMENT THE PREPAYMENT FEE SPECIFIED IN THE FOREGOING PARAGRAPHS. BY EXECUTING THIS NOTE, BORROWER HEREBY DECLARES THAT LENDER’S AGREEMENT TO MAKE THE LOAN EVIDENCED BY THE CONVERTIBLE TERM NOTE AT THE INTEREST RATE AND FOR THE TERM SET FORTH IN THE CONVERTIBLE TERM NOTE CONSTITUTES ADEQUATE CONSIDERATION, GIVEN INDIVIDUAL WEIGHT BY BORROWER, FOR THIS WAIVER AND AGREEMENT. The unpaid principal balance of the Construction Note and accrued interest on such funds paid to Borrower on such date provided no Event of Default then exists. Furthermorethereon may be prepaid in full or in part, without premium or penalty (except as provided in Section 2.7(b) 2.4 hereof, any prepayment received by Lender prior to December 6, 2014 shall be accompanied by the Yield Maintenance Premium. (b) On each date on which Lender actually receives a distribution of Net Proceeds, and if Lender does not make such Net Proceeds available to Borrower for Restoration, Borrower shall, at Lender’s option, prepay the outstanding principal balance of the Note in an amount equal to one hundred percent (100%) of such Net Proceeds together with any applicable Interest Shortfall. No Yield Maintenance Premium shall be due in connection with any prepayment made pursuant to this Section 2.7(b). Any partial prepayment received by Lender pursuant to this Section 2.7(b) on a date other than a Monthly Payment Date shall be held by Lender as collateral security for the Loan in an interest bearing, Eligible Account, with such interest accruing to the benefit of Borrower, and shall be applied by Lender on the next Monthly Payment Date. (c) If after an Event of Default, payment of all or any part of the principal of the Loan is tendered by Borrower, a purchaser at foreclosure or any other Person, such purchaser at foreclosure or other Person shall pay the Yield Maintenance Premium, in addition to the outstanding principal balanceNotes, all accrued and unpaid interest and other amounts payable under the Loan Documents. Notwithstanding anything subject to the contrary contained herein or in any other Loan Document, any prepayment of the Debt shall be applied to the Debt in such order and priority as may be determined by Lender in its sole discretionSection 2.3 hereof.

Prepayments. (a) Except as otherwise provided hereinThe Borrower may, Borrower shall not have upon at least two Business Days’ notice to the right to Administrative Agent, stating the proposed date and aggregate principal amount of the prepayment, prepay the Loan outstanding principal amounts of the Term Loans in whole or ratably in part. Borrower may, provided no Event of Default has occurred and is continuing, 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. Any prepayment received by Lender on a date other than a Monthly Payment Date shall include together with accrued interest which would have accrued thereon to the next Monthly Payment Date (date of such amountsprepayment on the principal amount prepaid; provided, the “Interest Shortfall”) and such amounts (i.e. principal and interest prepaid by Borrower) however, that each partial prepayment shall be held in an aggregate principal amount not less than $1,000,000 or any integral multiple of $100,000 in excess thereof. The Borrower shall indemnify each Lender against any loss, cost or expense incurred by such Lender as collateral security for a result of any failure of the Loan Borrower to make such prepayment on the date and in an interest bearing account at an Eligible Institutionthe amount specified in any such notice, including, without limitation, any loss, cost or expense incurred by reason of the liquidation or reemployment of deposits or other funds of such Lender, or the termination of swaps or other hedging arrangements with interest accruing on such amounts respect to the benefit of Borrower; such amounts prepaid shall be applied interest rate risks associated with respect to the Loan on the next Monthly Payment Datefunds acquired by such Lender to fund its Term Loan, with any interest on such funds paid to Borrower on such date provided no Event of Default then exists. Furthermore, except as provided in Section 2.7(b) hereof, any prepayment received by Lender prior to December 6, 2014 shall be accompanied by the Yield Maintenance Premiumor otherwise. (b) On each date Each prepayment, whether voluntary, by reason of acceleration or otherwise, will be accompanied by the amount of accrued interest on which Lender actually receives a distribution of Net Proceedsthe amount prepaid, and if Lender does not make a prepayment fee (a “Prepayment Fee”) calculated by the Administrative Agent (which shall be conclusive absent manifest error). The Prepayment Fee with respect to any such Net Proceeds available prepayment shall be equal to Borrower for Restoration, Borrower shall, at Lender’s option, prepay the outstanding principal balance present value of the Note in an difference, if positive, between (i) the sum of the interest payments that would have accrued through the Maturity Date on the principal amount of the Term Loan being prepaid at the Fixed Rate, as if the prepayment had not been made, less (ii) the sum of the interest payments that would have accrued through the Maturity Date on the principal amount of the Term Loan being prepaid at a fixed interest rate equal to one hundred percent (100%) the Reinvestment Rate, as if the prepayment had not been made. For purposes of such Net Proceeds together the calculation of the Prepayment Fee, "Reinvestment Rate" means with any applicable Interest Shortfall. No Yield Maintenance Premium shall be due in connection with any prepayment made pursuant to this Section 2.7(b). Any prepayment received by Lender pursuant to this Section 2.7(b) on a date other than a Monthly Payment Date shall be held by Lender as collateral security for the Loan in an interest bearing, Eligible Account, with such interest accruing respect to the benefit principal amount of Borrowerthe Term Loan being prepaid on any date, the Swap Rate on the date the Prepayment Fee is calculated by the Administrative Agent for a term corresponding to the period of time remaining to the Maturity Date, interpolated, if necessary, and shall be applied "Swap Rate" means, as of any date, the offered U.S. Dollar interest rate swap rate for a fixed rate payer determined by Lender the Administrative Agent on the next Monthly Payment Date. (c) If after an Event of Default, payment of all or any part of the principal of the Loan is tendered such date by Borrower, a purchaser at foreclosure or any other Person, such purchaser at foreclosure or other Person shall pay the Yield Maintenance Premium, in addition reference to the outstanding principal balance, all accrued and unpaid interest and Bloomberg service or such other amounts payable under similar data source then used by the Loan Documents. Notwithstanding anything to the contrary contained herein or in any other Loan Document, any prepayment of the Debt shall be applied to the Debt in Administrative Agent for determining such order and priority as may be determined by Lender in its sole discretionrate.

Prepayments. (a) Except as otherwise provided herein, Borrower shall not have the right to prepay the Loan Any LOC Liquidity Disbursement or Dollar Thrifty Reimbursement Share of any LOC Termination Disbursements may be prepaid in whole or in part. Borrower maypart at any time, provided no Event that (i) Dollar Thrifty Funding shall have given the Series 1998-1 Letter of Default has occurred and is continuing, at its option and upon thirty Credit Provider not less than three (30but in any event not more than five) days Business Days’ prior notice to Lender thereof in the case of a Eurodollar Advance hereunder, (ii) each prepayment of a LOC Liquidity Disbursement or such shorter period Dollar Thrifty Reimbursement Share of time as may be permitted by Lender in its sole discretion), prepay the Debt in whole on any date. 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 (such amounts, the “Interest Shortfall”) 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 shall be applied to the Loan on the next Monthly Payment Date, with any interest on such funds paid to Borrower on such date provided no Event of Default then exists. Furthermore, except as provided in Section 2.7(b) hereof, any prepayment received by Lender prior to December 6, 2014 LOC Termination Disbursement shall be accompanied by the Yield Maintenance Premiumpayment of accrued interest on the amount prepaid to but not including the date of repayment and shall be made prior to 12:00 noon New York City time on such date and (iii) if any portion of a Eurodollar Advance hereunder is repaid on a day other than the last day of an Interest Period applicable thereto, such prepayment shall be accompanied by the payment of any amount owing pursuant to Section 2.10 hereof. (b) On each date If Commercial Paper Notes can be issued on which Lender actually receives a distribution any day when LOC Liquidity Disbursements are Outstanding, then Dollar Thrifty Funding agrees to issue such Commercial Paper Notes to the extent it is permitted to do so under the Depositary Agreement and the Liquidity Agreement and, if any of Net Proceedsthe proceeds of such Commercial Paper Notes are not necessary to repay in full all Commercial Paper Notes maturing on such day, for pro rata application to (i) reimburse the Liquidity Lenders for Liquidity Advances made under the Liquidity Agreement on such day, and if Lender does (ii) reimburse the Series 1998-1 Letter of Credit Provider for any LOC Liquidity Disbursements made on such day, then Dollar Thrifty Funding shall immediately use such proceeds not make such Net Proceeds available to Borrower necessary for Restoration, Borrower shall, at Lender’s option, prepay the outstanding principal balance any of the Note in foregoing purposes to (A) prepay pro rata any LOC Liquidity Disbursements Outstanding hereunder made as a Base Rate Advance and any Base Rate Advances Outstanding under the Liquidity Agreement and (B) repay pro rata any LOC Liquidity Disbursements Outstanding hereunder made as a Eurodollar Advance and any Eurodollar Advances Outstanding under the Liquidity Agreement each with an amount equal Interest Period ending on such day. Dollar Thrifty Funding shall not be obligated to one hundred percent (100%) issue Commercial Paper Notes on such day to the extent the proceeds are not necessary to make all of the repayments and reimbursements referred to above or to the extent Dollar Thrifty Funding would incur amounts payable pursuant to Section 2.10 from the prepayment of any Eurodollar Advance hereunder. Each such Net Proceeds together with any applicable Interest Shortfall. No Yield Maintenance Premium repayment shall be due in connection with any prepayment made pursuant to this Section 2.7(b). Any prepayment received accompanied by Lender pursuant to this Section 2.7(b) accrued interest on a date other than a Monthly Payment Date shall be held by Lender as collateral security for the Loan in an interest bearing, Eligible Account, with such interest accruing amount repaid to the benefit date of Borrower, and shall be applied by Lender on the next Monthly Payment Daterepayment. (c) If after an Event of DefaultLOC Liquidity Disbursements shall be prepaid, payment of all or together with interest accrued thereon and any part amounts payable in respect thereto (in the manner set forth in Section 4.1 of the principal Liquidity Agreement if then in effect), on any date on which there is a Borrowing Base Deficiency, such amounts to be due and payable, whether or not sufficient funds are then available to make such payment. (d) Any prepayments payable by Dollar Thrifty Funding pursuant to this Section 2.5 shall be, in each case, an application of funds in accordance with Section 2.01 or 5.02(b) of the Loan is tendered by BorrowerCollateral Agreement, a purchaser at foreclosure or any other Person, such purchaser at foreclosure or other Person shall pay the Yield Maintenance Premium, in addition to the outstanding principal balance, all accrued and unpaid interest and other amounts payable under the Loan Documents. Notwithstanding anything to the contrary contained herein or in any other Loan Document, any prepayment of the Debt shall be applied to the Debt in such order and priority as may be determined by Lender in its sole discretionapplicable.

Prepayments. The portion of this Note comprised of Floating Rate Based Funds may be prepaid, either in whole or in part, at any time, upon three (a3) Except Business Days' prior notice to Lender, provided, however, that each prepayment shall be accompanied by a payment of all interest accrued at the Floating Interest Rate as otherwise of that date on the principal balance outstanding hereunder and provided hereinfurther that any such prepayment made within six (6) months after the effective date of this Note shall be accompanied by payment of a premium equal to .10% of the principal balance outstanding hereunder ("Prepayment Premium"). The portion of this Note comprised of a LIBOR Portion may be prepaid only on the Contract Payment Date applicable thereto, provided that if any such LIBOR portions are prepaid during the first six (6) months after the effective date of this Note, Borrower shall not also remit to Lender an amount equal to the Prepayment Premium. After the sixth (6th) month anniversary of this Note, no Prepayment Premium shall be due or payable. If Borrower shall now or hereafter have the a right to prepay the Loan such LIBOR Portion by operation of law or otherwise, or if Borrower shall elect to prepay a LIBOR Portion on a date other than a Contract Payment Date, such prepayment must be accompanied by a simultaneous payment of any Additional Cost, Funding Costs and accrued interest on any covering Contract which Lender may incur, attributable to any such LIBOR Portion which is being prepaid in whole or in part. Borrower mayFor purposes hereof, provided no Event upon acceleration of Default has occurred this Note, the portion of this Note comprised of a LIBOR Portion having a Contract Payment Date subsequent to the date of acceleration shall nevertheless be due and is continuingpayable, at its option payment therefor must be accompanied by payment of any such Additional Cost, Funding Costs 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 accrued interest on any date. Any prepayment received by Lender on a date other than a Monthly Payment Date shall include interest which would have accrued thereon covering Contract attributable to the next Monthly Payment Date (any such amounts, the “Interest Shortfall”) LIBOR Portion 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, any foreclosure decree entered with interest accruing on such amounts to the benefit of Borrower; such amounts prepaid shall be applied respect to the Loan on the next Monthly Payment Dateshall include such Additional Cost, with any interest on such funds paid to Borrower on such date provided no Event of Default then exists. Furthermore, except as provided in Section 2.7(b) hereof, any prepayment received by Lender prior to December 6, 2014 shall be accompanied by the Yield Maintenance PremiumFunding Costs and accrued interest. (b) On each date on which Lender actually receives a distribution of Net Proceeds, and if Lender does not make such Net Proceeds available to Borrower for Restoration, Borrower shall, at Lender’s option, prepay the outstanding principal balance of the Note in an amount equal to one hundred percent (100%) of such Net Proceeds together with any applicable Interest Shortfall. No Yield Maintenance Premium shall be due in connection with any prepayment made pursuant to this Section 2.7(b). Any prepayment received by Lender pursuant to this Section 2.7(b) on a date other than a Monthly Payment Date shall be held by Lender as collateral security for the Loan in an interest bearing, Eligible Account, with such interest accruing to the benefit of Borrower, and shall be applied by Lender on the next Monthly Payment Date. (c) If after an Event of Default, payment of all or any part of the principal of the Loan is tendered by Borrower, a purchaser at foreclosure or any other Person, such purchaser at foreclosure or other Person shall pay the Yield Maintenance Premium, in addition to the outstanding principal balance, all accrued and unpaid interest and other amounts payable under the Loan Documents. Notwithstanding anything to the contrary contained herein or in any other Loan Document, any prepayment of the Debt shall be applied to the Debt in such order and priority as may be determined by Lender in its sole discretion.

Prepayments. (a) Except as otherwise provided herein, Borrower shall not have the right to prepay the Loan in whole or in part. On or after the Monthly Payment Date occurring two (2) months prior to the Stated Maturity Date (such period, the “Open Prepayment Period”), Borrower may, provided no Event of Default has occurred and is continuing, 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 on any date without payment of any prepayment premium or penalty (including, without limitation, any Default Yield Maintenance Premium). Such prepayment of the Debt shall be made in whole on any date(and not in part). 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 (such amounts, the “Interest Shortfall”) and such amounts (i.e. i.e., principal and interest prepaid by Borrower) shall be held by Lender as collateral security for the Loan in an interest bearing account Eligible Account at an Eligible Institution, with interest accruing on such amounts to the benefit of Borrower; such amounts prepaid shall be applied to the Loan on the next Monthly Payment Date, with any interest on such funds paid to Borrower on such date provided no Event of Default then exists. Furthermore, except as provided in Section 2.7(b) hereof, any prepayment received by Lender prior to December 6, 2014 shall be accompanied by the Yield Maintenance Premium. (b) On each date on which Lender actually receives a distribution of Net Proceeds, and if Lender does not make such Net Proceeds available to Borrower for RestorationRestoration or for disbursement as Rent Loss Proceeds (as applicable), in each case, in accordance with the applicable terms and conditions hereof, Borrower shall, at Lender’s option, prepay the outstanding principal balance of the Note Debt in an amount equal to one hundred percent (100%) of such Net Proceeds together with any applicable Interest Shortfall. Borrower shall make the REMIC Payment as and to the extent required hereunder. No prepayment premium or penalty (including, without limitation, any Default Yield Maintenance Premium Premium) shall be due in connection with any prepayment made pursuant to this Section 2.7(b) (including, without limitation, in connection with any REMIC Payment). Any prepayment received by Lender pursuant to this Section 2.7(b) on a date other than a Monthly Payment Date shall be held by Lender as collateral security for the Loan in an interest bearing, Eligible AccountAccount at an Eligible Institution, with such interest accruing to the benefit of Borrower, and shall be applied by Lender on the next Monthly Payment Date, with any interest on such funds paid to Borrower on such date provided no Event of Default then exists. (c) If After the occurrence and during the continuance of an Event of Default and notwithstanding any acceleration of the Debt in accordance with the applicable terms and conditions hereof, the Default Yield Maintenance Premium shall, in all cases, be deemed a portion of the Debt due and owing hereunder and under the other Loan Documents. Without limitation of the foregoing, if, after the occurrence and during the continuance of an Event of Default, (i) payment of all or any part of the principal of the Loan Debt is tendered by BorrowerBorrower (voluntarily or involuntarily), a purchaser at foreclosure or any other Person, such purchaser (ii) Lender obtains a recovery of all or a portion of the Debt (through an exercise of remedies hereunder or under the other Loan Documents or otherwise) or (iii) the Debt is deemed satisfied (in whole or in part) through an exercise of remedies hereunder or under the other Loan Documents or at foreclosure or other Person shall pay law, the Default Yield Maintenance Premium, in addition to the outstanding principal balance, all accrued and unpaid interest and other amounts payable under the Loan Documents, shall be deemed due and payable hereunder. Notwithstanding anything to the contrary contained herein or in any other Loan Document, (i) any prepayment of the Debt shall be applied to the Debt in such order and priority as may be determined by Lender in its sole discretiondiscretion and (ii) the word “prepayment” when used herein and in the other Loan Documents shall also be deemed to mean repayment and payment.

Prepayments. (a) Except as otherwise provided hereinThe Issuer may, Borrower shall not have the right to at its option, prepay the Loan Notes of any Series in whole or in partpart on any date provided that (i) the Issuer shall have provided written notice of such prepayment to the Indenture Trustee and the Servicer no later than ten Business Days prior to the date of such prepayment and (ii) such prepayment is accompanied by all accrued and unpaid interest on the principal amount of the Notes being prepaid through the date of such prepayment and the applicable Prepayment Consideration if such prepayment occurs prior to the ARD Prepayment Date with respect to such Series; provided that payment of any Prepayment Consideration shall be subject to Section 2.09(e). Borrower mayOn the date of any prepayment in connection with which Prepayment Consideration is payable, the Indenture Trustee or the Paying Agent, at the direction of the Manager (or, at any time that the Notes are Specially Serviced Notes, the Servicer), shall pay such Prepayment Consideration received in respect of any Class or Series of Notes to the Holders of the corresponding Class or Series of Notes pro rata based on the amount prepaid on each such Note. Such prepayment shall be subject in all respects to the applicable requirements of the Depositary in connection with any prepayment and the Indenture Trustee shall have no responsibility or liability for the failure or delay of any such prepayments due to lack of compliance (other than, subject to timely receipt of any information or documents required for its compliance, by the Indenture Trustee or the Paying Agent) with the applicable requirements of or any other policies and procedures of the Depositary or any other act or omission of the Depositary. (b) In connection with each disposition of a Contributed IP Address pursuant to Section 7.29, if and to the extent required thereunder, the Issuer shall prepay the Notes in an amount equal to the Release Price for such disposed Contributed IP Address (and pay all amounts then due and payable to the Indenture Trustee, Verification Agent and the Servicer, including the Indenture Trustee Fee, Verification Agent Fee, Servicing Fee and Other Servicing Fees, in each case to the extent sufficient funds have not been deposited in the Collection Account for distribution on the applicable Payment Date) together with any applicable Prepayment Consideration, subject to Section 7.29(b). (c) On the first Payment Date following the end of the Prefunding Period for a Series of Notes, if any funds remain in the Prefunding Account for such Series of Notes, the Indenture Trustee, at the written direction of the Manager acting on behalf of the Issuer, will use any amounts remaining on deposit in the Prefunding Account for such Series of Notes at the end of the Prefunding Period for such Series of Notes to the Collection Account to prepay the Term Notes of such Series of Notes in an amount equal to the amount of such funds. The amount to be prepaid will be allocated to each Term Note of the applicable Class of such Series of Notes pro rata based on the initial Note Principal Balance of such Term Note of such Class of such Series (without consideration of Class). Prepayment Consideration will be payable in connection with any prepayment of such Series of Notes from funds on deposit in the Yield Maintenance Reserve Account for such Series of Notes. (d) Optional partial prepayments made in conformity with the provisions of this Section 2.09 shall be applied to the Classes of all Notes in direct order of alphanumerical designation; provided, that optional prepayments (other than prepayments funded by application of amounts on deposit in the Cash Trap Reserve Account) may be directed by the Issuer to be applied to the Variable Funding Notes or to be applied to other Class A Notes, with any such application to other Class A Notes being in direct order of numerical designation; provided, further, that the application of any funds remaining in the Prefunding Account for a Series of Notes on the first Payment Date following the end of the Prefunding Period for such Series of Notes will be applied to each Term Note of such Series of Notes pro rata based on initial Note Principal balance of such Term Notes pursuant to Section 2.09(c); provided no that, if on such date a Cash Sweep Condition or Amortization Period is then in effect or an Event of Default has occurred and is continuing, at its option and upon thirty (30) days prior notice such funds will be used to Lender (or such shorter period of time as may be permitted by Lender in its sole discretion), prepay the Debt Notes in whole on direct order of alphanumeric designation. (e) Except as otherwise provided in this Section 2.09(e) or in a Series Indenture Supplement for any date. Any Series of Term Notes, Prepayment Consideration shall be payable in connection with any prepayment received by Lender on a date other than a Monthly Payment Date shall include interest which would have accrued thereon of any Series of Term Notes prior to the next Monthly Payment ARD Prepayment Date (applicable to such amountsTerm Notes, the “Interest Shortfall”) and such amounts (i.e. principal and interest prepaid by Borrower) shall be held by Lender as collateral security for the Loan including in an interest bearing account at an Eligible Institutionconnection with, prepayments made in connection with interest accruing on such amounts dispositions of Contributed IP Addresses pursuant to Section 7.29 that are made prior to the benefit of Borrower; ARD Prepayment Date applicable to such amounts prepaid shall be applied to the Loan on the next Monthly Payment Date, with any interest on such funds paid to Borrower on such date provided no Event of Default then existsTerm Notes. Furthermore, except Except as provided in the Series Indenture Supplement with respect to a Series of Notes, Prepayment Consideration is not payable in connection with (i) monthly payments based upon the Monthly Amortization Amount for such Series of Notes; (ii) any prepayments made pursuant to Sections 5.01(a)(xii) and 5.01(a)(xv) during an Amortization Period or pursuant to Section 2.7(b5.01(a)(viii) hereofwhile a Cash Sweep Condition is in effect; (iii) any prepayments made pursuant to Section 5.01(a)(xi) following the occurrence and during the continuation of an Event of Default; (iv) any prepayments made from funds on deposit in the Cash Trap Reserve Account; (v) except as otherwise provided in a Series Indenture Supplement for a Series of Notes, any prepayment received by Lender prior of any Series of Term Notes on or after the ARD Prepayment Date applicable to December 6, 2014 such Term Notes; or (vi) any prepayment of the Term Notes made from the proceeds of the sale of the Contributed IP Addresses in connection with the occurrence of a Utilization Trigger Event. Any Prepayment Consideration due shall be accompanied by paid in accordance with the Yield Maintenance Premiumpriorities set forth in Section 5.01(a). Prepayment Consideration that is not paid when due if funds are not available to make such payment pursuant to Section 5.01(a) shall not bear interest. No Prepayment Consideration shall be payable in connection with prepayments of any Series of Variable Funding Notes. (bf) On each date Commencing on which Lender actually receives the Payment Date specified in a distribution Series Indenture Supplement for any Series of Net ProceedsNotes, and if Lender does not make subject to the availability of funds for such Net Proceeds available to Borrower for Restorationpurpose, Borrower shall, at Lender’s option, prepay the outstanding principal balance a portion of the Note principal of the Notes of such Series will be payable on each Payment Date in an amount equal to one hundred percent (100%) the Monthly Amortization Amount for such Notes and such Payment Date if the Series Indenture Supplement for such Series specifies that the Monthly Amortization Amount shall apply to such Notes. Failure on the part of the Issuer to pay the entire Monthly Amortization Amount for such Net Proceeds together with Notes on any applicable Interest Shortfall. No Yield Maintenance Premium shall be due in connection with any prepayment made pursuant to this Section 2.7(b). Any prepayment received by Lender pursuant to this Section 2.7(b) on a date Payment Date, other than a Monthly Payment Date shall be held by Lender as collateral security for the Loan in an interest bearing, Eligible Account, with such interest accruing to the benefit of Borrower, and shall be applied by Lender on the next Monthly Rated Final Payment Date. (c) If after , will not constitute an Event of Default, payment of all Default or any part otherwise provide to the Noteholders (or the Indenture Trustee on behalf of the principal of the Loan is tendered by Borrower, a purchaser at foreclosure Noteholders) any additional rights or any other Person, such purchaser at foreclosure or other Person shall pay the Yield Maintenance Premium, in addition to the outstanding principal balance, all accrued and unpaid interest and other amounts payable under the Loan Documents. Notwithstanding anything to the contrary contained herein or in any other Loan Document, any prepayment of the Debt shall be applied to the Debt in such order and priority as may be determined by Lender in its sole discretionremedies.

Prepayments. (a) Except as otherwise provided herein, Borrower shall not have the right to prepay the Loan in whole or in part. The Borrower may, provided no Event of Default has occurred and is continuing, 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. 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 (such amounts, the “Interest Shortfall”) 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 shall be applied to the Loan on the next Monthly Payment Date, with any interest on such funds paid to Borrower on such date provided no Event of Default then exists. Furthermore, except as provided in Section 2.7(b) hereof, any prepayment received by Lender prior to December 6, 2014 shall be accompanied by the Yield Maintenance Premium. (b) On each date on which Lender actually receives a distribution of Net Proceeds, and if Lender does not make such Net Proceeds available to Borrower for Restoration, Borrower shall, at Lender’s option, from time to time repay or prepay part or all of the outstanding principal balance of the Loans bearing interest based on the Prime Rate or the Revolving Note LIBOR Rate without premium. The Borrower may, at its option, from time to time repay or prepay part or all of the outstanding principal balance of any of the Revolving Loans bearing interest based on the LIBOR Rate and/or the Construction Loans at the end of a Loan Period without premium. If any LIBOR Rate Loan (including, without limitation, any advances of Revolving Loans that Borrower has elected to be a LIBOR Rate Loan) is prepaid prior to the end of the Loan Period for such loan, whether voluntarily or because prepayment is required due to such loan's maturing or accelerating upon default or otherwise, the Borrower agrees to pay all of the Bank's costs, expenses, and Interest Differential (as determined by the Bank) incurred as a result of such prepayment. Because of the short-term nature of this facility, the Borrower agrees that the Interest Differential shall not be discounted to its present value. Any prepayment of a LIBOR Rate Loan shall be in an amount equal to one hundred percent (100%) the remaining entire principal balance of such Net Proceeds together with any applicable Interest Shortfallloan. No Yield Maintenance Premium There shall be due no prepayments of any Cost of Funds Rate Term Loan, provided that the Bank may consider requests for its consent with respect to prepayment of any Cost of Funds Rate Term Loan, without incurring an obligation to do so, and the Borrower acknowledges that in connection with any prepayment made pursuant to this Section 2.7(b). Any prepayment received by Lender pursuant to this Section 2.7(b) on a date other than a Monthly Payment Date the event that such consent is granted, the Borrower shall be held by Lender as collateral security for required to pay the Loan in an interest bearingBank, Eligible Account, with such interest accruing to the benefit of Borrower, and shall be applied by Lender on the next Monthly Payment Date. (c) If after an Event of Default, payment upon prepayment of all or any part of the principal amount of the a Cost of Funds Rate Term Loan is tendered by Borrowerbefore final maturity, a purchaser at foreclosure or any other Person, such purchaser at foreclosure or other Person shall pay the Yield Maintenance Premium, in addition prepayment indemnity ("Prepayment Fee") equal to the outstanding greater of zero, or that amount, calculated on any date of prepayment ("Prepayment Date"), which is derived by subtracting: (a) the principal balanceamount of such Cost of Funds Rate Term Loan or portion of such Cost of Funds Rate Term Loan to be prepaid from (b) the Net Present Value of such Cost of Funds Rate Term Loan or portion of such Cost of Funds Rate Term Loan to be prepaid on such Prepayment Date; provided, all accrued and unpaid interest and other amounts payable under however, that the Loan DocumentsPrepayment Fee shall not in any event exceed the maximum prepayment fee permitted by applicable law. Notwithstanding anything the foregoing, if prior to the contrary contained herein or in any other conversion of a Construction Period Construction Loan Documentto a Cost of Funds Rate Term Loan, any prepayment the Bank and the Borrower mutually agree that the Cost of the Debt shall be applied Funds-Based Rate will include a premium as payment to the Debt in such order and priority as may be Bank for waiver by the Bank of any Prepayment Fee (determined by Lender the Bank in its sole discretion) over the then applicable Cost of Funds-Based Rate and such premium is expressly described in the applicable Note, then the Borrower may prepay such Cost of Funds Rate Term Loan without incurring a Prepayment Fee. If the Borrower initially elects less than a 12 year maturity for a Construction Term Loan or an Existing Construction Term Loan that is also a Cost of Funds Rate Term Loan and later the Borrower exercises its option to extend the maturity up to 12 years from the Construction Conversion Date (or with respect to an Existing Construction Term Loan, from the date of issuance of such Existing Construction Term Loan), if the Borrower did not pay a premium to the Bank for waiver by the Bank of any Prepayment Fee at the Construction Conversion Date (or with respect to an Existing Construction Term Loan, at the date of issuance of such Existing Construction Term Loan), then the Borrower will be subject to a Prepayment Fee at the time the Borrower elects to extend the maturity date of such Construction Term Loan or Existing Construction Term Loan; provided, however, the Bank shall waive any Prepayment Fee that would otherwise apply to any Cost of Funds Rate Term Loan issued on or after September 1, 2007 and prior to October 21, 2010.

Prepayments. (a) Except as otherwise provided hereinThe Loan may not be prepaid, Borrower shall not have the right to prepay the Loan in whole or in part. , at any time except that (i) Borrower may, upon one (1) Business Day’s prior written notice to the Agent, prepay the Loan in full on any Business Day provided no that, with respect to any prepayment occurring on or before the second anniversary of the Closing Date, Borrower pays, on the date of prepayment, a prepayment fee equal to the Prepayment Premium and (ii) Borrower shall prepay the Loan to the extent of any proceeds of the Payment Stream received prior to their scheduled payment date as a result of any termination or acceleration of the Naming Rights Agreement or any other cause. Any prepayment pursuant to clause (ii) hereof and any proceeds of a sale of the Collateral following an Event of Default has occurred and is continuing, 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. 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 (such amounts, the “Interest Shortfall”) and such amounts (i.e. principal and interest prepaid by Borrower) shall be held by Lender allocated as collateral security for the Loan set forth in an interest bearing account at an Eligible Institution, with interest accruing on such amounts to the benefit of Borrower; such amounts prepaid shall be applied to the Loan Section 2.3(c) on the next Monthly Payment Date, with any interest on such funds paid to Borrower on such date provided no Event of Default then exists. Furthermore, except as provided in Section 2.7(b) hereof, any prepayment received by Lender prior to December 6, 2014 shall be accompanied by the Yield Maintenance Premium. (b) On each date on which Lender actually receives a distribution of Net Proceeds, and if Lender does not make such Net Proceeds available to Borrower for Restoration, Borrower shall, at Lender’s option, prepay the outstanding principal balance of the Note in an amount equal to one hundred percent (100%) of such Net Proceeds together with any applicable Interest Shortfall. No Yield Maintenance Premium shall be due in connection with any prepayment made pursuant to this Section 2.7(b). Any prepayment received by Lender pursuant to this Section 2.7(b) on a date other than a Monthly Payment Date shall be held by Lender as collateral security for or, in the Loan in an interest bearing, Eligible Account, with such interest accruing to the benefit case of Borrower, and shall be applied by Lender on the next Monthly Payment Date. (c) If after a sale of Collateral following an Event of Default, on the next Business Day following receipt of such proceeds. The Borrower expressly agrees that: (A) the Prepayment Premium payable in connection with a prepayment pursuant to clause (i) hereof is reasonable and is the product of an arm’s length transaction between sophisticated business people, ably represented by counsel; (B) the prepayment fee shall be payable notwithstanding the then prevailing market rates at the time payment is made; (C) there has been a course of all or any part of conduct between Lenders and the principal of the Loan is tendered by Borrower, a purchaser at foreclosure or any other Person, Borrower giving specific consideration in this transaction for such purchaser at foreclosure or other Person shall agreement to pay the Yield Maintenance Prepayment Premium, ; and (D) the Borrower shall be estopped hereafter from claiming differently than as agreed to in addition this Section 2.3(d). The Prepayment Premium shall be fully earned on the date paid and shall not be refundable for any reason. The Borrower expressly acknowledges that its agreement to pay the Prepayment Premium to the outstanding principal balance, all accrued and unpaid interest and other amounts payable under Lenders as herein described is a material inducement to Lenders to provide the Loan Documents. Notwithstanding anything to the contrary contained herein or in any other Loan Document, any prepayment of the Debt shall be applied to the Debt in such order and priority as may be determined by Lender in its sole discretionLoan.

Prepayments. Prior to the respective Stated Maturity Date thereof, prepayments of the Loans shall or may be made as set forth below. (a) Except as otherwise provided hereinAt any time on or prior to the third anniversary of the Effective Date, the Borrower may make no voluntary prepayments of principal or interest under this Agreement, without paying the Lenders all amounts due pursuant to this clause (a) in connection with any voluntary prepayment. With respect to any such prepayment prior to such third anniversary, the Borrower shall not in addition, and at such time, pay to each respective Lender of such Loan(s) to be prepaid that amount which is the total amount of interest which would have accrued under Section 3.2.1 upon all such principal amounts being prepaid for that period extending from such prepayment date until such third (3rd) anniversary (assuming such principal being prepaid would be repaid in accordance with the right schedule of Target Principal Amortization) discounted at the then prevailing Treasury Note Reference Rate. All prepayments under this clause (a) shall be accompanied by accrued and unpaid interest on the principal amount to prepay be prepaid to but excluding the Loan date of payment. (b) At any time following the third anniversary of the Effective Date, the Borrower may, upon at least five (5) Business Days’ prior written notice (which notice shall specify the date and amount of prepayment) to the Agent and Lenders make optional prepayments of Loan(s), in whole or in part, without premium or penalty, but with accrued and unpaid interest to the date of such prepayment on the amount of principal prepaid; provided that each partial prepayment shall be in a principal amount not less than $1,000,000 and in an integral multiple of $1,000,000. Each such notice shall be irrevocable and shall commit the Borrower mayto prepay Loan(s) by the amount stated therein on the date stated therein; provided that a notice of prepayment may state that such notice is conditioned upon the effectiveness of other credit facilities and funding thereunder, provided no Event of Default has occurred and is continuing, at its option and upon thirty in which case such notice may be revoked by the Borrower (30) days prior by notice to Lender (the Agent on or such shorter period of time as may be permitted by Lender in its sole discretion), prepay the Debt in whole on any date. Any prepayment received by Lender on a date other than a Monthly Payment Date shall include interest which would have accrued thereon prior to the next Monthly Payment Date (specified effective date) if such amounts, the “Interest Shortfall”) 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 shall be applied to the Loan on the next Monthly Payment Date, with any interest on such funds paid to Borrower on such date provided no Event of Default then exists. Furthermore, except as provided in Section 2.7(b) hereof, any prepayment received by Lender prior to December 6, 2014 shall be accompanied by the Yield Maintenance Premium. (b) On each date on which Lender actually receives a distribution of Net Proceeds, and if Lender does condition is not make such Net Proceeds available to Borrower for Restoration, Borrower shall, at Lender’s option, prepay the outstanding principal balance of the Note in an amount equal to one hundred percent (100%) of such Net Proceeds together with any applicable Interest Shortfall. No Yield Maintenance Premium shall be due in connection with any prepayment made pursuant to this Section 2.7(b). Any prepayment received by Lender pursuant to this Section 2.7(b) on a date other than a Monthly Payment Date shall be held by Lender as collateral security for the Loan in an interest bearing, Eligible Account, with such interest accruing to the benefit of Borrower, and shall be applied by Lender on the next Monthly Payment Datesatisfied. (c) If after an Event Notwithstanding clauses (a) and (b) of Defaultthis Section 3.1.1, payment those payments made pursuant to the application of all the Waterfall in Section 3.1.2 shall neither be subject to any prepayment penalty nor the limitation on prepayments in clause (b) above. (d) The Borrower shall be obligated to make such prepayment on the date it or any part Subsidiary receives cash proceeds as a result of the principal of the Loan is tendered by Borrower, a purchaser at foreclosure any sale or any other Person, such purchaser at foreclosure or other Person shall pay the Yield Maintenance Premium, in addition to the outstanding principal balance, all accrued and unpaid interest and other amounts payable under the Loan Documents. Notwithstanding anything to the contrary contained herein or in any other Loan Document, any prepayment of the Debt shall be applied to the Debt in such order and priority as may be determined by Lender in its sole discretion.Disposition under

Prepayments. (a) Except as otherwise provided hereinBorrower may prepay LIBOR Rate Loans at any time; provided, Borrower shall not have however, that in the right to prepay the Loan in whole or in part. Borrower may, provided no Event of Default has occurred and is continuing, 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 event that LIBOR Rate Loans are prepaid on any date. Any prepayment received by Lender on a date other than a Monthly Payment Date shall include interest which would have accrued thereon to that is not the next Monthly Payment Date (such amounts, the “Interest Shortfall”) 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 shall be applied to the Loan on the next Monthly Payment Date, with any interest on such funds paid to Borrower on such date provided no Event of Default then exists. Furthermore, except as provided in Section 2.7(b) hereof, any prepayment received by Lender prior to December 6, 2014 shall be accompanied by the Yield Maintenance Premium. (b) On each date on which Lender actually receives a distribution of Net Proceeds, and if Lender does not make such Net Proceeds available to Borrower for Restoration, Borrower shall, at Lender’s option, prepay the outstanding principal balance last day of the Note in an amount equal to one hundred percent (100%) Interest Period applicable thereto, including as a result of such Net Proceeds together with any applicable Interest Shortfall. No Yield Maintenance Premium shall be due in connection with automatic prepayment through the required application by Administrative Agent of proceeds of Collections for any prepayment made pursuant to reason, including early termination of the term of this Section 2.7(b). Any prepayment received by Lender pursuant to this Section 2.7(b) on a date other than a Monthly Payment Date shall be held by Lender as collateral security for the Loan in an interest bearing, Eligible Account, with such interest accruing to the benefit of Borrower, and shall be applied by Lender on the next Monthly Payment Date. (c) If after an Event of Default, payment Agreement or acceleration of all or any part portion of the principal Obligations pursuant to the terms hereof, Borrower shall indemnify, defend, and hold Administrative Agent and the Lenders and their Participants harmless against any and all Funding Losses in accordance with clause (b) above. Special Provisions Applicable to LIBOR Rate. The LIBOR Rate may be adjusted by Administrative Agent with respect to any Lender on a prospective basis to take into account any additional or increased costs to such Lender of maintaining or obtaining any Eurodollar deposits or increased costs due to changes in applicable law occurring subsequent to the commencement of the Loan is tendered then applicable Interest Period, including changes in tax laws (except changes of general applicability in corporate income tax laws) and changes in the reserve requirements imposed by Borrower, a purchaser at foreclosure the Board of Governors of the Federal Reserve System (or any successor), excluding the Reserve Percentage, which additional or increased costs would increase the cost of funding loans bearing interest at the LIBOR Rate. In any such event, the affected Lender shall give Borrower and Administrative Agent notice of such a determination and adjustment and Administrative Agent promptly shall transmit the notice to each other PersonLender and, upon its receipt of the notice from the affected Lender, Borrower may, by notice to such affected Lender (y) require such Lender to furnish to Borrower a statement setting forth the basis for adjusting such LIBOR Rate and the method for determining the amount of such adjustment, or (z) repay the LIBOR Rate Loans with respect to which such adjustment is made (together with any amounts due under clause (b)(ii) above). In the event that any change in market conditions or any law, regulation, treaty, or directive, or any change therein or in the interpretation of application thereof, shall at any time after the date hereof, in the reasonable opinion of any Lender, make it unlawful or impractical for such Lender to fund or maintain LIBOR Advances or to continue such funding or maintaining, or to determine or charge interest rates at the LIBOR Rate, such purchaser at foreclosure or Lender shall give notice of such changed circumstances to Administrative Agent and Borrower and Administrative Agent promptly shall transmit the notice to each other Person Lender and (y) in the case of any LIBOR Rate Loans of such Lender that are outstanding, the date specified in such Lender’s notice shall pay be deemed to be the Yield Maintenance Premium, in addition to the outstanding principal balance, all accrued and unpaid interest and other amounts payable under the Loan Documents. Notwithstanding anything to the contrary contained herein or in any other Loan Document, any prepayment last day of the Debt Interest Period of such LIBOR Rate Loans, and interest upon the LIBOR Rate Loans of such Lender thereafter shall accrue interest at the rate then applicable to Reference Rate Loans, and (z) Borrower shall not be applied entitled to elect the Debt in LIBOR Option until such order and priority as may Lender determines that it would no longer be determined by Lender in its sole discretionunlawful or impractical to do so.

Prepayments. (ai) Except as otherwise provided herein, The Borrower shall not have the right at any time and from time to time to prepay the Loan any Borrowing in whole or in part. Borrower may, provided no Event of Default has occurred part without premium (but subject to Section 2.10 and is continuing, 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. 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 (such amounts, the “Interest Shortfall”) 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 shall be applied to the Loan on the next Monthly Payment Date, with any interest on such funds paid to Borrower on such date provided no Event of Default then exists. Furthermore, except as provided in Section 2.7(bthis Section). (ii) hereofAll voluntary prepayments of Tranche B Term Loans pursuant to this paragraph (a) (A) on or prior to the No-Call Date shall be accompanied by a prepayment fee equal to the Make-Whole Amount, (B) after the No-Call Date and on or prior to the 12-month anniversary of the No-Call Date shall be accompanied by a prepayment fee equal to 4.00% of the aggregate principal amount of such prepayments and (C) after the 12-month anniversary of the No-Call Date and on or prior to the 18-month anniversary of the No-Call Date shall be accompanied by a prepayment fee equal to 2.00% of the aggregate principal amount of such prepayments. (iii) In the event that all or any portion of the Tranche B II Term Loans are prepaid from the incurrence of bank Indebtedness or repriced (or effectively refinanced) through any amendment of this Agreement such that the Weighted Average Yield on such Tranche B II Term Loans is less than the Weighted Average Yield applicable to such Tranche B II Term Loans on the Second Restatement Effective Date, any prepayment received by Lender such prepayment, repricing or refinancing that occurs prior to December 6the first anniversary of the Second Restatement Effective Date shall be accompanied by a prepayment fee equal to 1.00% of the aggregate principal amount of such prepayment or the aggregate principal amount subject to such repricing or refinancing. (iv) In the event that all or any portion of the Tranche B III Term Loans are prepaid from the incurrence of bank Indebtedness or repriced (or effectively refinanced) through any amendment of this Agreement such that the Weighted Average Yield on such Tranche B III Term Loans is less than the Weighted Average Yield applicable to such Tranche B III Term Loans on the Third Restatement Effective Date, any such prepayment, repricing or refinancing that occurs prior to October 4, 2012 shall be accompanied by a prepayment fee equal to 1.00% of the aggregate principal amount of such prepayment or the aggregate principal amount subject to such repricing or refinancing. (v) In the event that all or any portion of the Tranche B 2019 Term Loans are prepaid from the incurrence of bank Indebtedness or repriced (or effectively refinanced) through any amendment of this Agreement such that the Weighted Average Yield on such Tranche B 2019 Term Loans is less than the Weighted Average Yield applicable to such Tranche B 2019 Term Loans on the Fourth Amendment Effective Date, any such prepayment, repricing or refinancing that occurs prior to August 1, 2013 shall be accompanied by a prepayment fee equal to 1.00% of the aggregate principal amount of such prepayment or the aggregate principal amount subject to such repricing or refinancing. (vi) In the event that all or any portion of the Tranche B 2016 Term Loans are prepaid from the incurrence of bank Indebtedness or repriced (or effectively refinanced) through any amendment of this Agreement such that the Weighted Average Yield on such Tranche B 2016 Term Loans is less than the Weighted Average Yield applicable to such Tranche B 2016 Term Loans on the Fourth Amendment Effective Date, any such prepayment, repricing or refinancing that occurs prior to August 1, 2013 shall be accompanied by a prepayment fee equal to 1.00% of the aggregate principal amount of such prepayment or the aggregate principal amount subject to such repricing or refinancing. (vii) In the event that all or any portion of the Tranche B-II 2019 Term Loans are prepaid from the incurrence of bank Indebtedness or repriced (or effectively refinanced) through any amendment of this Agreement such that the Weighted Average Yield on such Tranche B-II 2019 Term Loans is less than the Weighted Average Yield applicable to such Tranche B-II 2019 Term Loans on the Fifth Amendment Effective Date, any such prepayment, repricing or refinancing that occurs prior to October 4, 2013 shall be accompanied by a prepayment fee equal to 1.00% of the aggregate principal amount of such prepayment or the aggregate principal amount subject to such repricing or refinancing. (viii) In the event that all or any portion of the Tranche B-III 2019 Term Loans are prepaid from the incurrence of bank Indebtedness or repriced (or effectively refinanced) through any amendment of this Agreement such that the Weighted Average Yield on such Tranche B-III 2019 Term Loans is less than the Weighted Average Yield applicable to such Tranche B-III 2019 Term Loans on the Sixth Amendment Effective Date, any such prepayment, repricing or refinancing that occurs prior to February 12, 2014 shall be accompanied by a prepayment fee equal to 1.00% of the aggregate principal amount of such prepayment or the aggregate principal amount subject to such repricing or refinancing. (ix) In the event that all or any portion of the Tranche B 2020 Term Loans are prepaid from the incurrence of bank Indebtedness or repriced (or effectively refinanced) through any amendment of this Agreement such that the Weighted Average Yield Maintenance Premiumon such Tranche B 2020 Term Loans is less than the Weighted Average Yield applicable to such Tranche B 2020 Term Loans on the Seventh Amendment Effective Date, any such prepayment, repricing or refinancing that occurs prior to February 16, 2014 shall be accompanied by a prepayment fee equal to 1.00% of the aggregate principal amount of such prepayment or the aggregate principal amount subject to such repricing or refinancing. (x) In the event that all or any portion of the Tranche B 2022 Term Loans are prepaid from the incurrence of bank Indebtedness or repriced (or effectively refinanced) through any amendment of this Agreement such that the Weighted Average Yield on such Tranche B 2022 Term Loans is less than the Weighted Average Yield applicable to such Tranche B 2022 Term Loans on the Ninth Amendment Effective Date, any such prepayment, repricing or refinancing that occurs prior to April 30, 2015, shall be accompanied by a prepayment fee equal to 1.00% of the aggregate principal amount of such prepayment or the aggregate principal amount subject to such repricing or refinancing. (xi) In the event that all or any portion of the Tranche B-II 2022 Term Loans are prepaid from the incurrence of bank Indebtedness or repriced (or effectively refinanced) through any amendment of this Agreement such that the Weighted Average Yield on such Tranche B-II 2022 Term Loans is less than the Weighted Average Yield applicable to such Tranche B-II 2022 Term Loans on the Tenth Amendment Effective Date, any such prepayment, repricing or refinancing that occurs prior to November 8, 2015, shall be accompanied by a prepayment fee equal to 1.00% of the aggregate principal amount of such prepayment or the aggregate principal amount subject to such repricing or refinancing. (xii) In the event that all or any portion of the Tranche B-III 2019 Term Loans, Tranche B 2020 Term Loans or Tranche B-II 2022 Term Loans are prepaid from the incurrence by the Borrower of bank Indebtedness or repriced (or effectively refinanced) through any amendment of this Agreement such that the Weighted Average Yield on such Class of Loans is less than the Weighted Average Yield applicable to such Class of Loans on the Eleventh Amendment Effective Date, any such prepayment, repricing or refinancing that occurs on or after the CenturyLink Acquisition Date and prior to the six month anniversary of the CenturyLink Acquisition Date shall be accompanied by a prepayment fee equal to 1.00% of the aggregate principal amount of such prepayment or the aggregate principal amount subject to such repricing or refinancing. (xiii) In the event that all or any portion of the Tranche B 2024 Term Loans are prepaid from the incurrence by the Borrower of bank Indebtedness or repriced (or effectively refinanced) through any amendment of this Agreement such that the Weighted Average Yield on such Tranche B 2024 Term Loans is less than the Weighted Average Yield applicable to such Tranche B 2024 Term Loans on the Twelfth Amendment Effective Date, any such prepayment, repricing or refinancing that occurs prior to the later of (A) August 22, 2017 and (B) the date that is the earlier of (x) the six month anniversary of the CenturyLink Acquisition Date and (y) the termination of the CenturyLink Merger Agreement in accordance with its terms shall be accompanied by a prepayment fee equal to 1.00% of the aggregate principal amount of such prepayment or the aggregate principal amount subject to such repricing or refinancing. (xiv) In the event that all or any portion of the Tranche B 2027 Term Loans are prepaid from the incurrence by the Borrower of bank Indebtedness or repriced (or effectively refinanced) through any amendment of this Agreement such that the Weighted Average Yield on such Tranche B 2027 Term Loans is less than the Weighted Average Yield applicable to such Tranche B 2027 Term Loans on the Thirteenth Amendment Effective Date, any such prepayment, repricing or refinancing that occurs prior to May 29, 2020 shall be accompanied by a prepayment fee equal to 1.00% of the aggregate principal amount of such prepayment or the aggregate principal amount subject to such repricing or refinancing; provided that no such prepayment fee shall be required for prepayments made of Tranche B 2027 Term Loans made with the proceeds of any Term A Term Loans. (b) On each date on When the aggregate amount of Excess Proceeds exceeds $200,000,000, the Borrower shall within 15 days notify the Administrative Agent thereof and prepay the Loans in the amount of such Excess Proceeds without premium (but subject to Section 2.10) (as reduced by any portion thereof which has been rejected by Declining Lenders pursuant to clause (e) below and specified in a notice delivered by the Administrative Agent to the Borrower). To the extent there are any remaining Excess Proceeds following the completion of the prepayment required hereunder as a result of Lender actually receives elections not to accept such prepayment, the Borrower shall apply such Excess Proceeds to the repayment of other Indebtedness of the Borrower or any Restricted Subsidiary that is a distribution Subsidiary of Net Proceedsthe Borrower, to the extent permitted or required under the terms thereof. Any other remaining Excess Proceeds may be applied to any use as determined by Level 3 which is not otherwise prohibited by this Agreement, and if Lender does not make such Net the amount of Excess Proceeds available to Borrower for Restoration, Borrower shall, at Lender’s option, prepay the outstanding principal balance of the Note in an amount equal to one hundred percent (100%) of such Net Proceeds together with any applicable Interest Shortfall. No Yield Maintenance Premium shall be due in connection with reset to zero. Notwithstanding the foregoing, any prepayment made Excess Proceeds required to be applied to the Loans pursuant to this Section 2.7(b). Any 2.05(b) shall be applied ratably among the Loans and, to the extent required by the terms of any Permitted First Lien Indebtedness or Permitted First Lien Refinancing Indebtedness, the principal amount of such Permitted First Lien Indebtedness and Permitted First Lien Refinancing Indebtedness then outstanding, and the prepayment received by Lender of the Loans required pursuant to this Section 2.7(b2.05(b) on a date other than a Monthly Payment Date shall be held by Lender as collateral security for the Loan in an interest bearing, Eligible Account, with such interest accruing to the benefit of Borrower, and shall be applied by Lender on the next Monthly Payment Datereduced accordingly. (c) If after an Event Not fewer than 30 days prior to any payment or prepayment of Defaultany principal amount of the Loan Proceeds Note, the Borrower shall notify the Administrative Agent thereof and shall, on the date of such payment or prepayment, subject to paragraph (e) below, prepay the Loans at a price equal to the principal amount of all the Loans without premium (but subject to Section 2.10); provided, however that (i) on the date of such payment or prepayment of the Loan Proceeds Note, the Administrative Agent shall notify the Borrower of the required amount of such prepayment (as reduced by any portion thereof which has been rejected by Declining Lenders pursuant to clause (e) below) and (ii) the Borrower shall immediately prepay the Loans in such amount in accordance with clause (e) below; provided, further, that, subject to Section 6.11(i), if at any time the principal amount of the Loan Proceeds Note is greater than the aggregate principal amount of the Loans, any Permitted First Lien Indebtedness and any Permitted First Lien Refinancing Indebtedness outstanding at such time, Level 3 LLC (or any part successor obligor under the Loan Proceeds Note) may repay or forgive or waive an amount of the Loan Proceeds Note equal to such excess without complying with this Section 2.05(c). Notwithstanding the foregoing, any amount required to be applied to the Loans pursuant to this Section 2.05(c) shall be applied ratably among the Loans, and, to the extent required by the terms of any Permitted First Lien Indebtedness or Permitted First Lien Refinancing Indebtedness, the principal amount of such Permitted First Lien Indebtedness and Permitted First Lien Refinancing Indebtedness then outstanding, and the prepayment of the Loans required pursuant to this Section 2.05(c) shall be reduced accordingly. (d) Upon the occurrence of a Change of Control Triggering Event, the Borrower shall within 30 days of such occurrence notify the Administrative Agent thereof and prepay the Loans not later than 30 Business Days following such notification; provided, however that (i) at the expiration of such 30 Business Day period, the Administrative Agent shall notify the Borrower of the required amount of such prepayment (as reduced by any portion thereof which has been rejected by Declining Lenders pursuant to clause (e) below) and the Borrower shall immediately prepay the Loans in such amount in accordance with clause (e) below and (ii) the Borrower shall also pay, on the date of such prepayment, to each Lender receiving such prepayment a fee equal to 1.00% of the principal amount of the Loans prepaid to such Lender. (e) With respect to any proposed mandatory prepayment of the Loans pursuant to clause (b), (c) or (d) above, any Lender may, at its option, elect not to accept such prepayment (any Lender making such election being a “Declining Lender”) as follows: each Declining Lender shall give written notice thereof to the Administrative Agent not later than 10:00 a.m. New York City time on the date which is two Business Days prior to the date on which the Administrative Agent is required to notify the Borrower of the amount of the applicable prepayment pursuant to clause (b), (c) or (d) above. On the date of prepayment, an amount equal to that portion of the Loan is tendered then to be prepaid (less the amount thereof that would otherwise be payable to Declining Lenders) shall be paid to the Lenders that are not Declining Lenders in accordance with subsection (f) below. In the event that the Administrative Agent has not, with respect to any mandatory prepayment, received a notice from a Lender in accordance with this clause (e), such Lender shall be deemed to have waived its rights under this clause (e) to decline receipt thereof. (f) The Borrower (or Level 3 on its behalf) shall notify the Administrative Agent by Borrowertelephone (confirmed by telecopy) of any prepayment hereunder not later than 1:00 p.m., New York City time, two Business Days before the date of prepayment or such lesser period as may be acceptable to the Administrative Agent. Each such notice shall be irrevocable and shall specify the prepayment date, the principal amount to be prepaid and, in the case of a mandatory prepayment, a purchaser at foreclosure or any other Person, reasonably detailed calculation of the amount of such purchaser at foreclosure or other Person shall pay the Yield Maintenance Premiumprepayment and, in addition the case of a prepayment pursuant to clause (a) of this Section, the Class or Classes to which such prepayment shall be applied. Promptly following receipt of any such notice, the Administrative Agent shall advise the Lenders of the contents thereof. Prepayments shall be accompanied by accrued interest to the outstanding principal balance, all accrued and unpaid interest and other amounts payable under the Loan Documentsextent required by Section 2.07. Notwithstanding anything to the contrary contained herein or in any other Loan Document, If any prepayment pursuant to this Section is made by the Borrower other than on the last day of the Debt Interest Period applicable to any prepaid Eurodollar Loans, the Borrower shall also pay to each Lender (other than any Declining Lender) on the date of such prepayment any amount owing to such Lender pursuant to Section 2.10. Prepayments of Loans (x) pursuant to paragraph (a) of this Section shall be applied between the Classes of Loans as directed by the Borrower (and, (1) in the case of a prepayment of Tranche B 2016 Term Loans, shall be applied to reduce the Debt in such order and priority as may subsequent scheduled repayments of Tranche B 2016 Term Loans to be determined by Lender in its sole discretion.made pursuant to Sec

Prepayments. Subject to the terms and conditions contained in this Section and elsewhere in this Agreement and upon five (a5) Except as otherwise provided hereinBusiness Days prior notice to the Agent, Borrower the Borrowers shall not have the right to prepay the any Loan at any time in whole or from time to time in part. Borrower may, provided no Event part (except in the case of Default has occurred and is continuing, at its option and upon thirty (30) days prior notice to Lender (or such shorter period of time as a Eurodollar Loan which may be permitted by Lender prepaid only on the last day the Interest Period applicable to such Eurodollar Loan) without penalty, except as otherwise provided for herein. A. Partial prepayments shall be in its sole discretion)an aggregate principal amount of $2,000,000.00, prepay or a greater integral multiple of $500,000.00. B. Simultaneously with any optional prepayment of any Loan, the Debt in whole on any date. Any prepayment received by Lender on a date other than a Monthly Payment Date Borrowers shall include interest which would have accrued thereon pay to the next Monthly Payment Date (such amounts, the “Interest Shortfall”) and such amounts (i.e. principal and interest prepaid by Borrower) shall be held by Lender as collateral security Agent for the Loan in an interest bearing account at an Eligible Institution, with interest accruing on such amounts to the benefit of Borrowerthe Lenders, the Prepayment Charge. C. Each Contract Rate has been determined, in part, based on the Lenders' cost of funds. Therefore, the Borrowers shall pay a prepayment charge in an amount equal to the Consequential Loss if the Borrowers shall, in any manner, prepay any Adjusted LIBOR Rate Loan. Additionally, the Borrowers indemnify and agree to hold the Lenders harmless against, and reimburse the Lenders on demand for, any loss, cost or expense incurred or sustained by the Lenders (including without limitation any loss, cost or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by the Lenders to fund or maintain an Adjusted LIBOR Rate Loan) as a result of: (i) Any payment or prepayment, whether required hereunder or otherwise, of any Adjusted LIBOR Rate Loan made after the delivery of a Notice of Borrowing, but before the applicable Borrowing Date if such payment or prepayment prevents the proposed Loan from becoming fully effective; such or, (ii) the failure of any Adjusted LIBOR Rate Loan to be made by the Lenders due to any action or inaction of the Borrowers. A certificate of the Agent setting forth any amount or amounts prepaid which the Lenders are entitled to receive pursuant to this Section shall be delivered to the Borrowers and shall be conclusive, if made in good faith, absent manifest error. Notwithstanding the foregoing, in no event shall the Lenders be permitted to receive any compensation hereunder constituting interest in excess of the Maximum Rate or the Maximum Amount. Without prejudice to the survival of any other obligations of the Borrowers hereunder, the obligations of the Borrowers under this Section shall survive the payment of the Loans. D. If no Default shall have occurred, prepayments shall be applied (i) first to the discharge of any expenses for which the Agent or any of the Lenders may be entitled to receive reimbursement under any agreement with any of the Borrowers, (ii) next, to the Prepayment Charge, (iii) next, to the Consequential Loss, if applicable, (iv) next, to accrued interest on the Note, (v) the balance remaining, if any, shall be applied to the Loan on the next Monthly Payment Date, with any interest on such funds paid to Borrower on such date provided no Event reduction of Default then exists. Furthermore, except as provided in Section 2.7(b) hereof, any prepayment received by Lender prior to December 6, 2014 shall be accompanied by the Yield Maintenance Premium. (b) On each date on which Lender actually receives a distribution of Net Proceedsprincipal, and if Lender does not make in such Net Proceeds available to Borrower for Restoration, Borrower shall, at Lender’s option, prepay the outstanding principal balance of the Note in an amount equal to one hundred percent (100%) of such Net Proceeds together with any applicable Interest Shortfall. No Yield Maintenance Premium shall be due in connection with any prepayment made pursuant to this Section 2.7(b). Any prepayment received by Lender pursuant to this Section 2.7(b) on a date other than a Monthly Payment Date shall be held by Lender as collateral security for the Loan in an interest bearing, Eligible Account, with such interest accruing instance first to the benefit of BorrowerAlternate Base Rate Loans, and shall be applied by Lender on the next Monthly Payment Date. (c) If after an Event of Default, payment of all or any part of the principal of the Loan is tendered by Borrower, a purchaser at foreclosure or any other Person, such purchaser at foreclosure or other Person shall pay the Yield Maintenance Premium, in addition secondly to the outstanding principal balance, all accrued and unpaid interest and other amounts payable under the Loan Documents. Notwithstanding anything to the contrary contained herein or in any other Loan Document, any prepayment of the Debt shall be applied to the Debt in such order and priority as may be determined by Lender in its sole discretion.Eurodollar

Prepayments. (a) Except as otherwise provided herein, Borrower shall The Issuer may not have the right to optionally prepay the Loan Notes in whole or in part except as expressly set forth in this Indenture. Prior to the end of the Prepayment Lockout Period of a Series, the Issuer may not prepay the Notes of such Series in whole or in part unless such prepayment on the Notes of such Series is (A) made on any Payment Date (i) in order to cure a breach of a representation or warranty or other default with respect to a particular Tower Site or (ii) in accordance with Section 7.06, in connection with the casualty and condemnation events with respect to a Tower Site described in such Section and (B) accompanied by the applicable Prepayment Consideration. From and after the end of the Prepayment Lockout Period of a Series, the Issuer may optionally prepay the Notes of such Series in whole or in part. Borrower may; provided that such prepayment is accompanied by the applicable Prepayment Consideration if such prepayment occurs more than six (6) months prior to the Anticipated Repayment Date of such Series and, provided no Event of Default has occurred and is continuing, at its option and upon thirty (30) days prior notice to Lender (or if such shorter period of time as may be permitted by Lender in its sole discretion), prepay the Debt in whole prepayment occurs on any date. Any prepayment received by Lender on a date day other than a Monthly Payment Date shall include Date, is accompanied by payment of interest which that would have accrued thereon to the next Monthly Payment Date (such amounts, the “Interest Shortfall”) 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 shall be applied to the Loan on the next Monthly Payment Date, with any interest on such funds paid to Borrower on such date provided no Event amount prepaid through the last day of Default the then exists. Furthermore, except as provided in Section 2.7(b) hereof, any prepayment received by Lender prior to December 6, 2014 shall be accompanied by the Yield Maintenance Premiumcurrent Interest Accrual Period. (b) On In connection with each date on which Lender actually receives disposition of a distribution of Net ProceedsTower Site as contemplated in Section 7.31, and if Lender does not make such Net Proceeds available to Borrower for Restoration, Borrower shall, at Lender’s option, the Issuer shall prepay the outstanding principal balance of the Note Notes in an amount equal to one hundred percent the Release Price for such disposed Tower Site (100%and pay the current obligations of the Indenture Trustee and the Servicer, along with the Indenture Trustee Fee, Servicing Fee and Other Servicing Fees, in each case to the extent sufficient funds have not been deposited in the Collection Account for distribution on the applicable Payment Date) of such Net Proceeds together with the applicable Prepayment Consideration if such prepayment of any applicable Interest ShortfallClass of Notes of a Series occurs more than six (6) months prior to the Anticipated Repayment Date for such Series. No Yield Maintenance Premium Any funds remaining in the Liquidated Tower Replacement Account that are required to be applied to prepay the Notes shall be applied, first, to pay the Servicer and the Indenture Trustee all amounts then due in connection with any prepayment made pursuant to this Section 2.7(b). Any prepayment received by Lender pursuant to this Section 2.7(b) on a date each of them hereunder and under the other than a Monthly Payment Date shall be held by Lender as collateral security for the Loan in an interest bearingTransaction Documents (including, Eligible Accountbut not limited to, with such interest accruing outstanding Advances, Advance Interest, unpaid Additional Issuer Expenses, and all unpaid fees, expenses and indemnification due to the benefit of BorrowerServicer and the Indenture Trustee hereunder and under the other Transaction Documents), and shall be applied by Lender on second, to prepay the next Monthly Payment DateNotes with the applicable Prepayment Consideration, if any. (c) If after an Event Partial optional or mandatory prepayments made in conformity with the provisions of Default, payment of all or any part of the principal of the Loan is tendered by Borrower, a purchaser at foreclosure or any other Person, such purchaser at foreclosure or other Person shall pay the Yield Maintenance Premium, in addition to the outstanding principal balance, all accrued and unpaid interest and other amounts payable under the Loan Documents. Notwithstanding anything to the contrary contained herein or in any other Loan Document, any prepayment of the Debt shall this Section 2.09 will be applied to the Debt Classes of all Notes of all Series in direct alphabetical order; provided that optional prepayments (other than those funded by application of amounts on deposit in the Cash Trap Reserve Sub-Account) may be directed by the Issuer to be applied to the Notes of a particular Series in such order and priority as may be determined by Lender in its sole discretionalphabetical order.

Prepayments. (a) Except as otherwise provided hereinin this Section 2.7 hereof and subject to the provisions of the Senior Loan Agreement, Borrower shall not have the right to prepay the Loan in whole or in part. On or after the Open Period Start Date, Borrower may, provided no Event of Default has occurred and is continuing, at its option and upon thirty not less than forty-five (3045) days (and not more than ninety (90) days) prior notice (except in the case of a Partial Release, in which case such notice shall be given in accordance with Section 6.7) to Lender (or a “Prepayment Notice”), which notice must specify the date on which such shorter period of time as may prepayment is to be permitted by Lender in its sole discretion)made, prepay the Debt in whole (but not in part other than partial prepayments made in connection with any Partial Release consummated in accordance with Section 6.7 hereof) on any datedate (other than a date from, and including, the tenth (10th) day of a calendar month through, and including, the fourteenth (14th) day of a calendar month); provided that such prepayment is accompanied by payment of the Breakage Costs, the Exit Fee and the Minimum Interest Payment, in each case to the extent applicable. Any In addition to the foregoing, any prepayment received by Lender on a date other than a Monthly Payment Date shall include interest which would have accrued thereon to through the next Monthly Payment Date remainder of the Interest Period in which such prepayment occurs (such amounts, the “Interest Shortfall”) ). Lender shall not be obligated to accept any prepayment unless Borrower has delivered the Prepayment Notice required hereunder and such amounts (i.e. principal prepayment is accompanied by payment of the Breakage Costs, the Exit Fee, the Minimum Interest Payment, in each case to the extent applicable, and interest prepaid by Borrower) shall be held by Lender as collateral security for the applicable Interest Shortfall due in connection therewith, and Borrower has complied with the applicable provisions of the Senior Loan Agreement. Borrower hereby further agrees that, in the event Borrower delivers a Prepayment Notice and fails to prepay the Loan in an interest bearing account at an Eligible Institutionaccordance with the terms of this Section 2.7 on the date specified in such Prepayment Notice, with interest accruing on Borrower shall (i) pay Lender all reasonable out-of-pocket costs and expenses incurred by Lender, including, without limitation, any Breakage Costs or similar expenses, as a result of such amounts failure and (ii) be obligated to provide a new Prepayment Notice as a condition to any prepayment of the Loan pursuant to the benefit requirements of Borrower; such amounts prepaid shall be applied to the Loan on the next Monthly Payment Date, with any interest on such funds paid to Borrower on such date provided no Event of Default then exists. Furthermorethis Section 2.7, except that such subsequent notice may be given with no less than thirty (30) days’ notice or such shorter period as provided in Section 2.7(b) hereof, any prepayment received may be reasonably approved by Lender prior to December 6, 2014 shall be accompanied by the Yield Maintenance Premium▇▇▇▇▇▇. (b) On each date on which Lender actually receives a distribution Borrower is entitled, pursuant to the terms and conditions of the Senior Loan Agreement, to receive any Net ProceedsProceeds (i.e., and if Lender does not make such Net Proceeds available are not required to Borrower be used for RestorationRestoration or to be applied to prepay the Senior Loan), Borrower shall, at Lender’s option, prepay the outstanding principal balance of the Note Debt in an amount equal to one hundred percent (100%) of such Net Proceeds together with Proceeds. Any prepayment received by Lender under this Section 2.7(b) shall be accompanied by (i) any applicable Interest Shortfall, the applicable portion of the Exit Fee and any Breakage Costs, (ii) all other sums due and payable under the Loan Documents (including, without limitation, any amount due under Section 9.6 hereof), except that no Minimum Interest Payment shall be required in connection therewith, and (iii) all reasonable out-of-pocket costs and expenses incurred by Lender in connection with such prepayment. No Yield Maintenance Premium prepayment premium or penalty (which shall not be deemed to include the Exit Fee, which shall be owed as provided for in this Agreement) shall be due in connection with any prepayment made pursuant to this Section 2.7(b). Any prepayment received by Lender pursuant to this Section 2.7(b) on a date other than a Monthly Payment Date shall be held by Lender as collateral security for the Loan in an interest bearing, Eligible Account, with such interest accruing to the benefit of Borrower, and shall be applied by Lender on the next Monthly Payment Date. (c) If concurrently with or after an Event of DefaultDefault (including, without limitation, after acceleration of the Debt), payment of all or any part of the principal of the Loan is tendered by Borroweror on behalf of Borrower (including, without limitation, by virtue of application of amounts held in any Account or any other cash collateral for the Loan by Lender pursuant to the terms and conditions of the Loan Documents), a purchaser at foreclosure or any other Person, (i) such tender shall be deemed a voluntary prepayment made in violation of, and in an attempt to circumvent, the prohibition against prepayment set forth herein and (ii) Borrower, such purchaser at foreclosure or other Person shall pay the Yield Maintenance PremiumMinimum Interest Payment, the Exit Fee and the Breakage Costs, in each case to the extent applicable, in addition to (A) the outstanding principal balancebalance of the Loan, and (B) all accrued and unpaid interest and other amounts payable under the Loan DocumentsDocuments (including, without limitation, the Interest Shortfall). Notwithstanding anything to the contrary contained herein or in any other Loan Document, any prepayment of the Debt shall be applied to the Debt in such order and priority as may be determined by Lender in its sole discretion. (d) In all events and under all circumstances Borrower shall be obligated to pay to Lender minimum interest in an amount equal to $1,800,000.00 (the “Minimum Interest”). Upon prepayment or repayment in full of the Obligations or the acceleration thereof in accordance with the terms of any of the Loan Documents, Borrower shall pay to Lender an amount (such amount, the “Minimum Interest Payment”) equal to the positive difference, if any, between (i) the entire Minimum Interest, minus (ii) the aggregate total of all Monthly Debt Service Payments paid by Borrower during the term of the Loan (exclusive of any portions thereof constituting (A) interest accrued at the Default Rate in excess of the Interest Rate that would apply hereunder but for the existence of any Event of Default, or (B) payments of principal). In furtherance of the foregoing, Borrower expressly acknowledges and agrees that (x) Lender shall have no obligation to accept any prepayment or repayment of the Loan unless and until Borrower shall have complied with this Section 2.7(d), and (y) Lender shall have no obligation to release or, if requested by Borrower, assign the Note and Security Instrument upon payment of the Obligations unless and until Lender shall have received the entire Minimum Interest Payment. In the event that any Minimum Interest Payment is due

Prepayments. (a) Except as otherwise provided herein, Borrower shall not have the right to prepay the Loan in whole or in part. Borrower mayOn and after the Monthly Payment Date occurring three (3) months prior to the Maturity Date (the “Open Period Start Date”), provided no Event of Default has occurred and is continuing, Borrower may, at its option and upon not less than thirty (30) days prior revocable notice (the “Prepayment Notice”) to Lender (or such shorter period of time as may be permitted by Lender in its sole discretion), prepay the Debt in whole but not in part, on any datedate without payment of the 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 (such amounts, the “Interest Shortfall”) 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 shall be applied to the Loan on the next Monthly Payment Date, with any interest on such funds paid to Borrower on such date provided no Event of Default then exists. Furthermore, except as provided in Section 2.7(b) hereof, any prepayment received by Lender prior to December 6, 2014 shall be accompanied by the Yield Maintenance Premium. (b) On each date on which Lender actually receives a distribution of Net Proceeds, and if Lender does not make such Net Proceeds available to Borrower for Restoration, Borrower shall, at Lender’s option, prepay the outstanding principal balance of the Note in an amount equal to one hundred percent (100%) of such Net Proceeds together with any applicable Interest Shortfall. No Yield Maintenance Premium shall be due in connection with any prepayment made pursuant to this Section 2.7(b). Any prepayment received by Lender pursuant to this Section 2.7(bBORROWER HEREBY AGREES THAT IN THE EVENT BORROWER DELIVERS A PREPAYMENT NOTICE AND FAILS TO PREPAY THE LOAN IN ACCORDANCE WITH THE PREPAYMENT NOTICE AND THE TERMS OF THIS SECTION 2.7 (A “PREPAYMENT FAILURE”), BORROWER SHALL INDEMNIFY LENDER FROM AND AGAINST, AND SHALL BE RESPONSIBLE FOR, ALL LOSSES (INCLUDING ANY BREAKAGE COSTS) on a date other than a Monthly Payment Date shall be held by Lender as collateral security for the Loan in an interest bearingINCURRED BY LENDER WITH RESPECT TO ANY SUCH PREPAYMENT FAILURE, Eligible AccountPROVIDED THAT SUCH INDEMNITY SHALL NOT, with such interest accruing to the benefit of BorrowerAS TO LENDER, and shall be applied by Lender on the next Monthly Payment DateBE AVAILABLE TO THE EXTENT THAT SUCH LOSSES ARE DETERMINED BY A COURT OF COMPETENT JURISDICTION BY FINAL AND NON-APPEALABLE JUDGMENT TO HAVE RESULTED FROM THE GROSS NEGLIGENCE, ILLEGAL ACTS, BAD FAITH OR WILLFUL MISCONDUCT OF SUCH PERSON. (c) If after an Event of Default, payment of all or any part of the principal of the Loan is tendered by Borrower, a purchaser at foreclosure or any other Person, such purchaser at foreclosure or other Person shall pay the Yield Maintenance Premium, in addition to the outstanding principal balance, all accrued and unpaid interest and other amounts payable under the Loan Documents. Notwithstanding anything to the contrary contained herein or in any other Loan Document, any prepayment of the Debt shall be applied to the Debt in such order and priority as may be determined by Lender in its sole discretion.

Prepayments. (a) Except as otherwise provided herein, The Issuer shall prepay the Issuer Loan Obligations solely to the extent that Borrower shall not have the right to prepay the Loan Borrower Loans, and the Borrower may prepay the Borrower Loans in whole or in part. Borrower may, provided no Event of Default has occurred and is continuing, 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. Any prepayment received , in advance of the required Payments set forth in Section 4.10 hereof, by Lender on a date other than a Monthly Payment Date shall include paying the outstanding principal amount of the Borrower Loans (or the portion thereof being prepaid), any applicable Prepayment Premium, accrued interest which would have accrued thereon to the next Monthly Payment Date (such amountsprepayment date, and any outstanding and unpaid Additional Payments due under this Loan Agreement; provided, however, that after any partial prepayment, the “Interest Shortfall”) and remaining outstanding principal amount of the Borrower Loans shall not be less than $100,000. The Borrower shall provide the Lender written notice of any such amounts (i.e. principal and interest prepaid by Borrower) shall be held by Lender as collateral security for prepayment at least 10 days in advance thereof. Upon any prepayment in part of the Loan in an interest bearing account at an Eligible InstitutionBorrower Loans, with interest accruing on such amounts to the benefit of Borrower; such amounts prepaid prepayment shall be applied first to interest accrued thereon, and any outstanding and unpaid Additional Payments, and next to the Loan on principal component of the next Monthly Payment DateBorrower Loans, with any interest on such funds paid to Borrower on such as applicable, in the inverse order of date provided no Event of Default then exists. Furthermore, except as provided in Section 2.7(b) hereof, any prepayment received by Lender prior to December 6, 2014 shall be accompanied by the Yield Maintenance Premiumdue. (b) On each date on which Lender actually receives a distribution The Issuer shall prepay the Issuer Loan Obligations solely to the extent that Borrower shall prepay the Borrower Loans in whole or in part at any time from insurance or condemnation proceeds pursuant to Article IX hereof by paying some or all of Net Proceeds, and if Lender does not make such Net Proceeds available to Borrower for Restoration, Borrower shall, at Lender’s option, prepay the outstanding principal balance amount of the Note in an amount equal to one hundred percent (100%) of such Net Proceeds together with applicable Borrower Loan, any applicable Interest Shortfall. No Yield Maintenance Premium shall be due in connection with any prepayment made pursuant to this Section 2.7(b). Any prepayment received by Lender pursuant to this Section 2.7(b) Prepayment Premium, accrued interest on a date other than a Monthly Payment Date shall be held by Lender as collateral security for the applicable Borrower Loan in an interest bearing, Eligible Account, with such interest accruing to the benefit of Borrowerprepayment date, and shall be applied by Lender on the next Monthly Payment Dateany outstanding and unpaid Additional Payments due under this Loan Agreement. (c) If The Issuer shall prepay the Issuer Loan Obligations solely to the extent that Borrower shall prepay the Borrower Loans, and the Borrower shall prepay the Borrower Loans in full immediately upon demand therefor of the Lender to the Borrower after the occurrence of an Event of Default, payment of all or any part of the principal of the Loan is tendered Default by Borrower, a purchaser at foreclosure or any other Person, such purchaser at foreclosure or other Person shall pay the Yield Maintenance Premium, in addition to paying the outstanding principal balanceamount of the Borrower Loans, all any applicable Prepayment Premium, accrued interest to the prepayment date, and any outstanding and unpaid interest and other amounts payable Additional Payments due under this Loan Agreement. (d) The Issuer shall prepay the Tax-Exempt Issuer Loan Documents. Notwithstanding anything Obligations solely to the contrary contained herein or extent that Borrower shall prepay the Series A Borrower Loan, the Series B Borrower Loan and the Series C Borrower Loan in any other full immediately and the Borrower shall prepay the Series A Borrower Loan, the Series B Borrower Loan Documentand the Series C Borrower Loan in full immediately upon demand of the Issuer after the occurrence of a Determination of Taxability by paying the outstanding principal amount of the Tax- Exempt Loans, interest at the Gross Up Rate to the date of prepayment as required by Section 4.01(b), any prepayment applicable Prepayment Premium, and any outstanding and unpaid Additional Payments due under this Loan Agreement, plus an amount necessary to supplement the Prior Interest Payments to the Gross-Up Rate pursuant to Section 4.01(b). (e) In connection with the determination of the Debt Prepayment Premium, if any, pursuant to this Section 4.08, in no event shall the Lender be obligated to make any payment or refund to the Borrower, nor shall the Borrower be entitled to any setoff or other claim against the Lender, should the return which the Lender could obtain under this prepayment formula exceed the interest that the Lender would have received if no prepayment had occurred. The Lender shall provide the Borrower a statement setting forth the computation of the Prepayment Premium in reasonable detail and such statement shall be applied conclusive if reasonably determined. A determination by the Lender as to the Debt in such order and priority as may Prepayment Premium amount, if any, shall be determined by Lender in its sole discretionconclusive.

Prepayments. Subject to the terms and conditions contained in this Section and elsewhere in this Second Restated Agreement and upon five (a5) Except as otherwise provided hereinBusiness Days prior notice to the Agent, Borrower the Borrowers shall not have the right to prepay the any Loan at any time in whole or from time to time in part (except in the case of a Eurodollar Loan which may be prepaid only on the last day the Interest Period applicable to such Eurodollar Loan) without penalty, except as otherwise provided for herein. A. Partial prepayments shall be in an aggregate principal amount of $2,000,000.00, or a greater integral multiple of $500,000.00. B. Simultaneously with any optional prepayment of any Loan, the Borrowers shall pay to the Agent for the pro rata benefit of the Lenders in accordance with their respective Revolving Loan Commitments, Total Term Loan Commitments or Steam Supply Commitments, as applicable, the Prepayment Charge. C. Each Contract Rate has been determined, in part, based on the respective Lender's cost of funds. Borrower mayTherefore, provided the Borrowers shall pay a prepayment charge in an amount equal to the Consequential Loss if the Borrowers shall, in any manner, prepay any Adjusted LIBOR Rate Loan. Additionally, the Borrowers indemnify and agree to hold the Lenders harmless against, and reimburse the Lenders on demand for, any loss, cost or expense incurred or sustained by any Lender (including without limitation any loss, cost or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by a Lender to fund or maintain an Adjusted LIBOR Rate Loan) as a result of: (i) Any payment or prepayment, whether required hereunder or otherwise, of any Adjusted LIBOR Rate Loan made after the delivery of a Notice of Revolving Credit Advance, Notice of Term Loan Advance or Notice of Steam Supply Advance, as applicable, but before the applicable Borrowing Date if such payment or prepayment prevents the proposed Loan from becoming fully effective; or, (ii) the failure of any Adjusted LIBOR Rate Loan to be made by a Lender due to any action or inaction of the Borrowers. A certificate of a Lender setting forth any amount or amounts which the Lender is entitled to receive pursuant to this Section shall be delivered to the Borrowers and shall be conclusive, if made in good faith, absent manifest error. Notwithstanding the foregoing, in no Event event shall any Lender be permitted to receive any compensation hereunder constituting interest in excess of the Maximum Rate or the Maximum Amount. Without prejudice to the survival of any other obligations of the Borrowers hereunder, the obligations of the Borrowers under this Section shall survive the payment of the Loans. D. If no Default shall have occurred, prepayments shall be applied (i) first to the discharge of any expenses for which the Agent or any of the Lenders may be entitled to receive reim- bursement under any agreement with any of the Borrowers, (▇i) next, to the Prepayment Charge, (iii) next, to the Consequential Loss, if applicable, (iv) next, to accrued interest on the Notes, (v) next, to the reduction of principal installments, in the inverse order of matu- rity, on Term A Notes up to $1,000,000.00, and in such instance first to the Alternate Base Rate Loans, and secondly to the Eurodollar Loans, and (vi) the balance remaining, if any, shall be applied equally to the reduction of principal installments, in the inverse order of maturity, on Term A Notes and Term B Notes, and in such instance first to the Alternate Base Rate Loans, and secondly to the Eurodollar Loans. Prepayments shall be applied to the Eurodollar Loans as the Borrowers shall select; provided, however, the Borrowers shall select Eurodollar Loans to be prepaid in a manner designed to minimize the Consequential Loss resulting from such prepayments. If, however, the Borrowers shall fail to select the Eurodollar Loan to which such prepayments are to be applied, the Lenders shall be entitled to apply the prepayment in any manner the Lenders shall deem appropriate. E. If, however, a Default has occurred and is continuing, continuing at its option and upon thirty (30) days prior notice to Lender (or such shorter period the time of time as may be permitted by Lender in its sole discretion), prepay the Debt in whole on any date. 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 (such amountsprepayment, the “Interest Shortfall”) and such amounts (i.e. principal and interest prepaid by Borrower) Lenders shall be held by Lender as collateral security for entitled to apply 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 shall be applied to the Loan on the next Monthly Payment Date, with any interest on such funds paid to Borrower on such date provided no Event of Default then exists. Furthermore, except as provided in Section 2.7(b) hereof, any prepayment received by Lender prior to December 6, 2014 shall be accompanied by the Yield Maintenance Premium. (b) On each date on which Lender actually receives a distribution of Net Proceeds, and if Lender does not make such Net Proceeds available to Borrower for Restoration, Borrower shall, at Lender’s option, prepay the outstanding principal balance of the Note in an amount equal to one hundred percent (100%) of such Net Proceeds together with any applicable Interest Shortfall. No Yield Maintenance Premium shall be due in connection with any prepayment made pursuant to this Section 2.7(b). Any prepayment received by Lender pursuant to this Section 2.7(b) on a date other than a Monthly Payment Date shall be held by Lender as collateral security for the Loan in an interest bearing, Eligible Account, with such interest accruing to the benefit of Borrower, and shall be applied by Lender on the next Monthly Payment Date. (c) If after an Event of Default, payment of all or any part of the principal of the Loan is tendered by Borrower, a purchaser at foreclosure or any other Person, such purchaser at foreclosure or other Person shall pay the Yield Maintenance Premium, in addition to the outstanding principal balance, all accrued and unpaid interest and other amounts payable under the Loan Documents. Notwithstanding anything to the contrary contained herein or in any other Loan Document, any prepayment of manner the Debt Lenders shall be applied to the Debt in such order and priority as may be determined by Lender in its sole discretiondeem appropriate.

Prepayments. (a) Except as otherwise provided herein, The Borrower shall not have the right to may prepay the Loan in whole any or in partall Prime Rate and Base Rate Loans without penalty or premium. Borrower may, provided no Event of Default has occurred and is continuing, 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 principal on any date. Any prepayment received by Lender on portion of a date other than a Monthly Payment Date shall include interest which would have accrued thereon to LIBOR Loan at any time and in the next Monthly Payment Date minimum amount of Five Hundred Thousand Dollars (such amounts$500,000.00); provided however, the “Interest Shortfall”) 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 shall be applied to the Loan on the next Monthly Payment Date, with any interest on such funds paid to Borrower on such date provided no Event of Default then exists. Furthermore, except as provided in Section 2.7(b) hereof, any prepayment received by Lender prior to December 6, 2014 shall be accompanied by the Yield Maintenance Premium. (b) On each date on which Lender actually receives a distribution of Net Proceeds, and that if Lender does not make such Net Proceeds available to Borrower for Restoration, Borrower shall, at Lender’s option, prepay the outstanding principal balance of such LIBOR Loan is less than such amount, the Note minimum prepayment amount shall be the entire outstanding principal balance of such LIBOR Loan. In consideration of Bank providing this prepayment option to Borrower, or if any such portion of a LIBOR Loan shall become due and payable at any time prior to the last day of the Interest Period for such LIBOR Loan by acceleration or otherwise, Borrower shall pay to Bank immediately upon demand a fee that is the sum of the discounted monthly differences for each month from the month of prepayment through the month in an which such Interest Period ends, calculated as follows for each such month: (i) Determine the amount of interest that would have accrued each month on the amount prepaid at the interest rate applicable to such amount had it remained outstanding until the last day of the Interest Period applicable thereto. (ii) Subtract from the amount determined in (i) above the amount of interest that would have accrued for the same month on the amount prepaid for the remaining term of such Interest Period at Adjusted LIBOR Interest Rate in effect on the date of prepayment for new loans made for such term and in a principal amount equal to one hundred percent (100%) of such Net Proceeds together with any applicable Interest Shortfall. No Yield Maintenance Premium shall be due in connection with any prepayment made pursuant to this Section 2.7(b). Any prepayment received by Lender pursuant to this Section 2.7(b) on a date other than a Monthly Payment Date shall be held by Lender as collateral security for the Loan in an interest bearing, Eligible Account, with such interest accruing to the benefit of Borrower, and shall be applied by Lender on the next Monthly Payment Dateamount prepaid. (ciii) If after an Event the result obtained in (ii) above for any month is greater than zero, discount that difference by Adjusted LIBOR Interest Rate used in (ii) above. Borrower acknowledges that prepayment of Defaultsuch amount may result in Bank incurring additional costs, payment expenses and/or liabilities, and that it is difficult to ascertain the full extent of all or any part such costs, expenses and/or liabilities. Borrower, therefore, agrees to pay the above-described prepayment fee and agrees that such amount represents a reasonable estimate of the principal prepayment costs, expenses and/or liabilities of the Loan is tendered by Borrower, a purchaser at foreclosure or any other Person, such purchaser at foreclosure or other Person shall Bank. If Borrower fails to pay the Yield Maintenance Premium, in addition to the outstanding principal balance, all accrued and unpaid interest and other amounts payable under the Loan Documents. Notwithstanding anything to the contrary contained herein or in any other Loan Document, any prepayment fee when due, the amount of such prepayment fee shall bear interest until paid at a rate per annum two percent (2.00%) above the Debt shall be applied Prime Rate in effect from time to time (computed on the Debt in such order and priority as may be determined by Lender in its sole discretionbasis of a 360-day year, actual days elapsed).

Prepayments. The Borrower may elect to prepay all or any Portion of the unpaid principal balance of any Retained New Form Note Advance Portion in the manner, at the price, and subject to the limitations as next described: (a) Except as otherwise provided herein, The Borrower shall deliver to FFB written notification of such prepayment election not have the right to prepay the Loan in whole or in part. Borrower may, provided no Event of Default has occurred and is continuing, at its option and upon thirty (30) days less than 5 Business 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. 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 (proposed date of prepayment and, if less than the total outstanding principal amount of such amountsRetained New Form Note Advance Portion is to be prepaid, the “Interest Shortfall”) and Borrower shall specify in such amounts (i.e. principal and interest prepaid by Borrower) shall notification the Portion thereof that is proposed to 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 shall be applied to the Loan on the next Monthly Payment Date, with any interest on such funds paid to Borrower on such date provided no Event of Default then exists. Furthermore, except as provided in Section 2.7(b) hereof, any prepayment received by Lender prior to December 6, 2014 shall be accompanied by the Yield Maintenance Premiumprepaid. (b) On each date on which Lender actually receives a distribution of Net Proceeds, and if Lender does not make such Net Proceeds available The Borrower shall pay to Borrower for Restoration, Borrower shallFFB, at Lender’s optionthe time of prepayment of all or any Portion of any Retained New Form Note Advance Portion: (1) for so long as the Refinancing Authority shall be in effect, prepay the outstanding principal balance amount of such Retained New Form Note Advance Portion or the Portion thereof to be prepaid, all accrued interest thereon through the date of prepayment, plus the prepayment premium required by the terms of the Refinancing Authority; and Part IIC (Retained New Form Note Advance Portions) (2) in an amount the event that the Refinancing Authority shall no longer be in effect, a price for such Retained New Form Note Advance Portion, and all accrued interest thereon through the date of prepayment, that would, if such Retained New Form Note Advance Portion were purchased and held to its maturity, produce a yield to the purchaser for the period from the date of purchase to the maturity of such Retained New Form Note Advance Portion substantially equal to one hundred percent (100%) the interest rate that would be set on a loan from the Secretary of the Treasury to FFB to purchase an obligation having a payment schedule identical to that of such Net Proceeds together Retained New Form Note Advance Portion; and if the Borrower elects to repurchase a Portion of a Retained New Form Note Advance Portion, the Borrower shall pay to FFB a price for such Portion that would equal such Portion's pro rata share of the price for a repurchase of the entire Retained New Form Note Advance Portion, calculated in accordance with any applicable Interest Shortfallthe principles of this sentence. No Yield Maintenance Premium The amount of each such prepayment premium or prepayment price, as the case may be, shall be due in connection with any prepayment made pursuant to this Section 2.7(b). Any prepayment received calculated by Lender pursuant to this Section 2.7(b) on a date other than a Monthly Payment Date shall be held by Lender the Secretary of the Treasury as collateral security for of the Loan in an interest bearing, Eligible Account, with such interest accruing close of business 2 Business Days prior to the benefit date of Borrowerthe proposed prepayment, and shall be applied by Lender on using standard calculation methods of the next Monthly Payment DateUnited States Department of the Treasury. (c) If after an Event the Borrower elects to prepay a Portion of Defaulta Retained New Form Note Advance Portion, the prepayment price paid shall be applied, first, to interest accrued on such Portion of the Retained New Form Note Advance Portion to the date of prepayment and, then, to principal installments in the inverse order of maturity. Following the prepayment of a Portion of a Retained New Form Note Advance Portion, subsequent payments shall continue to be made in the amounts specified in the respective Retained New Form Note Advance Portion Schedule, if a schedule for the payment of principal is specified on such Retained New Form Note Advance Portion Schedule, or, if not, then in accordance with the payment schedule resulting from the method for the payment of principal selected under subparagraph (b) of paragraph 6 of this Part IIC, until the entire principal amount of such Retained New Form Note Advance Portion, and all accrued interest thereon, is paid; except that, with respect to any Retained New Form Note Advance Portion for which the Borrower has selected the "level debt service" method under subparagraph (b) of paragraph (6) of this Part IIC, payments shall continue to be made in accordance with the level debt service payment schedule that resulted when the Borrower first selected the level debt Part IIC (Retained New Form Note Advance Portions) service method, and such payments shall be allocated by FFB between outstanding principal and accrued interest, as appropriate, until the entire principal amount of such Retained New Form Note Advance Portion, and all interest accrued thereon, is paid. (d) Any prepayment of a Portion of a Retained New Form Note Advance Portion shall, as to the principal amount of such Portion, be subject to a minimum amount equal to $100,000.00 of principal. (e) The provisions of this paragraph 11 shall apply to all prepayments of any Retained New Form Note Advance Portion, regardless whether such prepayments are made pursuant to the refinancing Authority or otherwise. PART IID TERMS APPLICABLE TO RETAINED REFINANCED REFINANCING NOTE ADVANCE PORTIONS 1. Promise to Pay. FOR VALUE RECEIVED, the Borrower (which term includes any part successors or assigns) promises to pay FFB (which term includes any successors or assigns) at the time, in the manner, and with interest at the rates hereinafter provided, the principal amount of the Retained Refinanced Refinancing Note Advance Portions more particularly described in the Retained Refinanced Refinancing Note Advance Portion Schedules attached hereto as Annex 2D. 2. Principal Amount of Retained Refinanced Refinancing Note Advance Portions. The principal amount of the Loan is tendered by Borrower, a purchaser at foreclosure or any other Person, such purchaser at foreclosure or other Person shall pay the Yield Maintenance Premium, in addition to the outstanding principal balance, all accrued and unpaid interest and other amounts payable under the Loan Documents. Notwithstanding anything to the contrary contained herein or in any other Loan Document, any prepayment of the Debt each Retained Refinanced Refinancing Note Advance Portion shall be applied to the Debt in amount specified on the respective Retained Refinanced Refinancing Note Advance Portion Schedule as being the principal amount of such order and priority as may be determined by Lender in its sole discretionRetained Refinanced Refinancing Note Advance Portion.

Prepayments. (a) Except as otherwise provided herein, Borrower shall not have Any Loan subject to the right to prepay the Loan in whole or in part. Borrower may, provided no Event terms and provisions of Default has occurred and is continuing, at its option and upon thirty (30this Section 5.04(a) days prior notice to Lender (or such shorter period of time as may be permitted by Lender Prepaid only as follows: (i) During each calendar year Borrower may make one or more Prepayments each in its sole discretion), prepay an amount not to exceed: (A) 20% of the Debt in whole on any date. Any prepayment original principal amount of the applicable Loan; minus (B) the sum total of all principal payments of the applicable Loan previously received by Lender on during the calendar year in which the Prepayment occurs. (ii) Borrower may make a date Prepayment equal to the entire unpaid principal balance of the applicable Loan (A) during the 30 day period immediately following any Notice of Rate Adjustment or (B) during the 30 day period immediately preceding the Maturity Date. (iii) Prepayments other than at a Monthly Payment Date shall include interest which would have accrued thereon time, or in excess of the amount, permitted above may be made only if Borrower also pays to Lender the next Monthly Payment Date Prepayment Premium (such amounts, the “Interest Shortfall”) 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 shall be applied to the Loan on the next Monthly Payment Date, with any interest on such funds paid to Borrower on such date provided no Event of Default then exists. Furthermore, except as provided defined in Section 2.7(b) hereof, any prepayment received by Lender prior to December 6, 2014 shall be accompanied by the Yield Maintenance Premium5.04(c)). (b) On each date on which Lender actually receives a distribution of Net Proceeds, All Prepayments and if Lender does not make such Net Proceeds available subject to Borrower for Restoration, Borrower shallthe following: (i) The Prepayments must, at the option of Lender’s option, prepay be accompanied by all unpaid accrued interest on the outstanding Prepayment and all other amounts due under this agreement. (ii) Each Prepayment of less than the full amount of the entire unpaid principal balance of the Note Loan being Prepaid will, to the extent permitted by Applicable Law, be applied to the unpaid principal amount of that Loan in an the order determined by Lender. (iii) If Lender receives any Prepayment which is not permitted under this agreement, Lender may accept the Prepayment; except that Lender may, as a condition of acceptance, require the payment of interest which would accrue on the amount equal Prepaid to one hundred percent (100%) of such Net Proceeds together with any applicable Interest Shortfall. No Yield Maintenance Premium shall the date when Lender would be obligated to accept the Prepayment, or the date the principal amount Prepaid would be due in connection with any prepayment made pursuant to under this Section 2.7(b). Any prepayment received by Lender pursuant to this Section 2.7(b) on a date other than a Monthly Payment Date shall be held by Lender as collateral security for the Loan in an interest bearingagreement, Eligible Account, with such interest accruing to the benefit of Borrower, and shall be applied by Lender on the next Monthly Payment Datewhichever is earlier. (c) If after an Event For purposes of Defaultthis agreement, payment of all or any part of the principal of the Loan is tendered by Borrower, a purchaser at foreclosure or any other Person, such purchaser at foreclosure or other Person shall pay “Prepayment Premium” means the Yield Maintenance PremiumAmount (defined in Appendix A), in addition calculated using a reinvestment spread equal to 100 basis points (the outstanding principal balance“Reinvestment Spread”), all accrued and unpaid interest and other amounts payable under the Loan Documents. Notwithstanding anything a yield maintenance minimum amount equal to the contrary contained herein or in any other Loan Document, any prepayment 1.000% of that portion of the Debt shall be applied to Prepayment not permitted under this agreement (the Debt in such order and priority as may be determined by Lender in its sole discretion“Yield Maintenance Minimum Amount”).

Prepayments. (a) Except as otherwise provided herein, Borrower shall not have the right to prepay Prepayment of the Loan in whole or in part. Borrower may, provided no Event of Default has occurred and is continuing, permitted at its option and any time upon not less than thirty (30) days prior written notice to Lender (or such shorter period Mortgagee. Such prepayment must be accompanied by payment of time as may be permitted by Lender in its sole discretion), prepay all accrued interest on the Debt in whole on amount being prepaid and any date. 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 (such amounts, the “Interest Shortfall”) and such amounts (i.e. principal and interest prepaid by Borrower) shall be held by Lender as collateral security for all applicable charges due under 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 Documents. All prepayments shall be applied first to any outstanding charges or fees relating to the Loan on Loan, then to interest and then to principal. On the next Monthly date of any prepayment or modification of the Loan, in whole or in part, (each, a “Prepayment Date”), the Borrower shall pay, in the Mortgagee’s sole discretion under such modification agreement, if any, to the Mortgagee a prepayment premium, equal to the following: (a) two percent (2%) of the amount being prepaid or modified if paid or modified before the first year anniversary of the First Payment Date, with any interest on such funds paid to Borrower on such date provided no Event of Default then exists. Furthermore, except as provided in Section 2.7(b) hereof, any prepayment received by Lender prior to December 6, 2014 shall be accompanied by the Yield Maintenance Premium. (b) On each date on which Lender actually receives a distribution of Net Proceeds, and if Lender does not make such Net Proceeds available to Borrower for Restoration, Borrower shall, at Lender’s option, prepay the outstanding principal balance of the Note in an amount equal to one hundred percent (1001%) of such Net Proceeds together with any applicable Interest Shortfall. No Yield Maintenance Premium shall be due in connection with any prepayment made pursuant to this Section 2.7(b). Any prepayment received by Lender pursuant to this Section 2.7(b) the amount being prepaid or modified if paid or modified on a date other than a Monthly or after the first year anniversary of the First Payment Date shall be held by Lender as collateral security for and before the Loan in an interest bearing, Eligible Account, with such interest accruing to second year anniversary of the benefit of Borrower, and shall be applied by Lender on the next Monthly First Payment Date., (c) If one percent (1%) of the amount being prepaid or modified if paid or modified on or after the second year anniversary of the First Payment Date and before the twenty-seventh month anniversary of the First Payment Date, and (d) no prepayment premium if paid or modified on or after the twenty-seventh month anniversary of the First Payment Date and on or before the Maturity Date. In the event that the Borrower shall exercise Borrower’s right to extend the Maturity Date in accordance with the terms and provisions of this Note, on any Prepayment Date which occurs during the Renewal Term, the Borrower shall pay to the Mortgagee a prepayment premium, equal to one-half of one percent (0.50%) of the then outstanding principal amount of the Loan, provided that no prepayment premium shall due with respect to any Prepayment Date which occurs during the last ninety (90) days of the Renewal Term. Except as otherwise expressly set forth in this Note, the Mortgagee shall not be required to accept partial prepayments of the Loan. Borrower acknowledges that the prepayment premiums provided for in this Note were a material inducement for Mortgagee to make the Loan, advance funds under this Note and offer the interest rate provided for in this Note. Borrower further acknowledges and agrees that the prepayment premiums shall be unconditionally due and payable if prepayment in full or in part of this Note is made prior to THE ACTUAL DATE AFTER WHICH NO PREMIUM WILL BE OWED, regardless of whether the prepayment occurs after the occurrence of an Event of Default, payment of all or any part of the principal acceleration of the Loan and/or the institution of legal proceedings by Mortgagee to collect on this Note or foreclose on the Mortgage. The above prepayment premium shall apply if the Loan is tendered modified by BorrowerMortgagee and Borrower during the Prepayment Date. Notwithstanding the foregoing, a purchaser at foreclosure provided that no Event of Default exists hereunder or under any of the other Person, such purchaser at foreclosure or other Person shall pay the Yield Maintenance PremiumLoan Documents, in addition the event of any involuntary prepayment due to a casualty or condemnation relating to the outstanding principal balanceMortgaged Property, all accrued and unpaid interest and other amounts payable under the Loan Documentsno prepayment premium shall be due. Notwithstanding anything to the contrary contained herein in this Note, provided no Event of Default exists hereunder or in under any of the other Loan DocumentDocuments, any prepayment Borrower may prepay up to ten percent (10%) of the Debt shall be applied to then outstanding principal balance of the Debt in such order and priority as may be determined by Lender in its sole discretionLoan during each year of the Loan (i.e., once per year) with no prepayment premium.

Prepayments. (ai) Except as otherwise provided hereinThe Loan may be prepaid, Borrower shall in whole, but not have the right to prepay the Loan in whole or in part. Borrower may, provided no Event of Default has occurred and is continuing, at its option and upon not less than thirty (30) days days’ irrevocable 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 dateLender. Any prepayment received by Lender on a date (i.e., other than a Monthly Payment Date shall include interest which would have accrued thereon to the next Monthly Payment Date (such amounts, principal payments required under Section 2.3) on the “Interest Shortfall”) and such amounts (i.e. principal and interest prepaid by Borrower) shall be held by Lender as collateral security for balance of the Loan in an interest bearing account at an Eligible Institutionevidenced by the Note whether voluntary or involuntary, with interest accruing on such amounts to the benefit of Borrower; such amounts prepaid shall be applied to the Loan on the next Monthly Payment Date, with any interest on such funds paid to Borrower on such date provided no Event of Default then exists. Furthermore, except as provided in Section 2.7(b) hereof, any prepayment received by Lender prior to December 6, 2014 shall be accompanied by payment of interest accrued to the Yield Maintenance Premium. (b) On each date on which Lender actually receives a distribution of Net Proceedsprepayment, and if Lender does not make such Net Proceeds available to Borrower for Restoration, Borrower shall, at Lender’s option, prepay the outstanding principal balance of the Note in an amount equal to one hundred percent (100%) of such Net Proceeds together with any the applicable Interest Shortfall. No Yield Maintenance Prepayment Premium; provided however, that no Prepayment Premium shall be due and payable after the Lockout Expiration Date. Any prepayments made pursuant to the foregoing shall be made on a Payment Date provided, however, Borrower may elect to make any such prepayments on a Business Day which is not a Payment Date if, in connection with addition to all interest which has accrued to and including the date of prepayment and the Prepayment Premium, Borrower also pays all interest which would accrue on the Loan to, but not including, the Payment Date following the date of prepayment. Amounts prepaid shall not be re borrowed. (ii) In the event of the failure to borrow or prepay the Loan as specified in any prepayment notice delivered pursuant to this Agreement or the other Loan Documents, then, in any such event and, in addition to the payments to be made to Lender pursuant to Section 2.4(C)(i), Borrower agrees to compensate Lender for all losses, costs, expenses and damages Lender may incur attributable to such event. A certificate of Lender setting forth any amount or amounts that Lender is entitled to receive pursuant to this Section 2.7(b). Any prepayment received by Lender pursuant to this Section 2.7(b) on a date other than a Monthly Payment Date shall be held by Lender as collateral security for the Loan in an interest bearing, Eligible Account, with such interest accruing delivered to the benefit of Borrower, Borrower and shall be applied by conclusive absent manifest error. Borrower shall pay Lender the amount shown as due on the next Monthly Payment Dateany such certificate within ten (10) days after receipt thereof. (ciii) If after If, following an Event of Default, payment of all or any part of the principal of the Loan is tendered by Borrower, a purchaser at foreclosure Borrower or any other Personotherwise recovered by Lender, such purchaser at foreclosure tender or other Person recovery shall be deemed a voluntary prepayment by Borrower in violation of the prohibition against prepayment set forth in Section 2.4(C)(i) and Borrower shall pay the Yield Maintenance Premiumto Lender, in addition to the outstanding principal balanceother Obligations, all accrued and unpaid interest and other amounts payable under the Loan DocumentsPrepayment Premium. Notwithstanding anything If the Maturity Date is accelerated, due to the contrary contained herein an Event of Default or in any other Loan Documentotherwise, or if any prepayment of all or any portion of the Debt Loan hereunder occurs, whether in connection with Lender’s acceleration of the Loan or otherwise, or if the Mortgage is satisfied or released by foreclosure (whether by power of sale or judicial proceeding), deed in lieu of foreclosure or by any other means, then the Prepayment Premium shall be applied become immediately due and owing and Borrower shall immediately pay the Prepayment Premium to the Debt Lender. Nothing contained in such order and priority as may be determined by Lender in its sole discretionthis Section 2.4(C)(iii) shall create any right of prepayment.

Prepayments. (a) Except as otherwise provided hereinSubject to the terms of this paragraph, Borrower shall not have the right Borrowers may at any time and from time to time prepay the Loan Loans, in whole or in part. Borrower may, provided that the Borrowers may prepay Term Loans and Supplemental Term Loans only (x) with the Net Cash Proceeds of any issuance of Capital Stock or incurrence of Indebtedness after the Closing Date by any Borrower, (y) the Net Cash Proceeds of any Disposition of assets of any Borrower, or (z) with Excess Cash Flow for any fiscal year, during the relevant Excess Cash Flow Prepayment Period. Prepayments of Term Loans shall be subject to the payment of a Prepayment Premium to the extent required by Section 2.9. ASC shall deliver irrevocable notice of each such prepayment to the Administrative Agent no Event later than 11:00 A.M., New York City time, one Business Day prior to the date of Default has occurred such prepayment, which notice shall specify which Borrower's Loans are being prepaid and the date and amount of prepayment. Upon receipt of any such notice the Administrative Agent shall promptly notify each relevant Lender thereof. If any such notice is continuinggiven, at its option the amount specified in such notice shall be due and upon thirty payable on the date specified therein, together with accrued interest to such date on the amount prepaid. Partial prepayments of Term Loans and Revolving Loans shall be in an aggregate principal amount of $500,000 or a multiple of $100,000 in excess thereof. Notwithstanding the forgoing, the Borrowers may not make any prepayment of the Tranche B Term Loans pursuant to this paragraph (30a) days prior notice while any Tranche A Term Loan, Supplemental Term Loan or Revolving Loan or Letter of Credit remains outstanding, or any Supplemental Term Commitment or Revolving Commitment remains in effect, or any other amount is owing to any Tranche A Term Loan Lender, Supplemental Term Lender or Revolving Lender (or such shorter period of time as may be permitted by Lender except in its sole discretioncapacity as a Tranche B Term Lender), prepay the Debt in whole on any date. 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 (such amounts, the “Interest Shortfall”) 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 shall be applied to the Loan on the next Monthly Payment Date, with any interest on such funds paid to Borrower on such date provided no Event of Default then exists. Furthermore, except as provided in Section 2.7(b) hereof, any prepayment received by Lender prior to December 6, 2014 shall be accompanied by the Yield Maintenance Premium. (b) On each If on any date on which Lender actually receives ASC or any Restricted Subsidiary shall receive Net Cash Proceeds from any Material Asset Sale or any Recovery Event then, unless a distribution of Net ProceedsReinvestment Notice shall be delivered in respect thereof, and if Lender does not make such Net Cash Proceeds available to Borrower for Restoration, Borrower shall, at Lender’s option, prepay shall be applied on such date toward the outstanding principal balance prepayment of the Note Term Loans and the reduction of the Revolving Commitments as set forth in Section 2.8(c); provided, that, notwithstanding the foregoing, on each Reinvestment Prepayment Date, an amount equal to one hundred percent (100%) of such Net Proceeds together the Reinvestment Prepayment Amount with any applicable Interest Shortfall. No Yield Maintenance Premium shall be due in connection with any prepayment made pursuant to this Section 2.7(b). Any prepayment received by Lender pursuant to this Section 2.7(b) on a date other than a Monthly Payment Date shall be held by Lender as collateral security for the Loan in an interest bearing, Eligible Account, with such interest accruing respect to the benefit of Borrower, and relevant Reinvestment Event shall be applied by Lender on toward the next Monthly Payment Dateprepayment of the Term Loans, Supplemental Term Loans and the reduction of the Revolving Commitments as set forth in Section 2.8(c). (c) If after an Event of DefaultAmounts to be applied in connection with prepayments and Commitment reductions made pursuant to Section 2.8(b) shall be applied, payment of all or any part of the principal of the Loan is tendered by Borrowerfirst, a purchaser at foreclosure or any other Person, such purchaser at foreclosure or other Person shall pay the Yield Maintenance Premium, in addition to the outstanding principal balance, all accrued and unpaid interest and other amounts payable under the Loan Documents. Notwithstanding anything to the contrary contained herein or in any other Loan Document, any prepayment of the Debt Tranche A Term Loans in accordance with Section 2.12(b), second, to the prepayment of Supplemental Term Loans in accordance with 2.12(b), third, to reduce permanently the Revolving Commitments, and, fourth, to the prepayment of the Tranche B Term Loans. Any such reduction of the Revolving Commitments shall be applied accompanied by ratable prepayment of the Revolving Loans of each Borrower to the Debt extent, if any, that the Total Revolving Extensions of Credit exceed the amount of the Total Revolving Commitments as so reduced, provided that if the aggregate principal amount of Revolving Loans then outstanding is less than the amount of such excess (because L/C Obligations constitute a portion thereof), the Borrowers shall, to the extent of the balance of such excess, replace outstanding Letters of Credit and/or deposit an amount in cash in a cash collateral account established with the Administrative Agent for the benefit of the Lenders on terms and conditions satisfactory to the Administrative Agent. Each prepayment of the Loans under Section 2.8 shall be accompanied by accrued interest to the date of such order prepayment on the amount prepaid. (d) On each Supplemental Term Amortization Date, (i) if the Supplemental Term Loans have not been borrowed, the Supplemental Term Loan Commitment of each Supplemental Term Lender shall be reduced by an amount equal to the product of (A) such Lender's Supplemental Term Percentage and priority as may (B)(1) if the Supplemental Term Loan Amortization Date is July 15, 2003, $341,750 or (2) if the Supplemental Term Loan Amortization Date occurs thereafter, $1,026,375 or (ii) if the Supplemental Term Loans have been borrowed, ASC shall be determined by Lender in its sole discretionrequired to make a scheduled repayment of the aggregate outstanding principal amount of Supplemental Term Loans of (x) if the Supplemental Term Loan Amortization Date is July 15, 2003, $341,750 or (y) ) if the Supplemental Term Loan Amortization Date occurs thereafter, $1,026,375.

Prepayments. (a) Except To the extent permitted under the related Loan Documents, for any Mortgage Loan, Primary Servicer shall require Principal Prepayments to be made so as otherwise provided herein, Borrower shall not have the right to prepay cause a Prepayment Interest Shortfall. If the Loan in whole or in part. Borrower may, provided no Event Documents of Default has occurred and is continuing, at its option and upon thirty (30) days prior notice a related Mortgage Loan do not allow Primary Servicer 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. Any prepayment received by Lender require Principal Prepayments on a date that will avoid a Prepayment Interest Shortfall ("Non-Mandatory Prepayment Date Mortgage Loan"), then Primary Servicer shall remit to Master Servicer within one Business Day of receipt the amount of the prepayment in addition to all other than a Monthly Payment Date shall include interest which would have accrued thereon amounts due for such Principal Prepayment. Notwithstanding any provision of this Agreement to the next Monthly Payment Date (such amountscontrary, with respect to Mortgage Loan numbers 4, 19, 35, 43, 60, 64 and 68, the “Interest Shortfall”) and such amounts (i.e. principal and interest prepaid by Borrower) Primary Servicer 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 use its reasonable best efforts to remit to the benefit of Borrower; such amounts prepaid shall be applied to the Loan Master Servicer on the next Monthly date of receipt, but in any event within one Business Day following receipt any Principal Prepayment or Balloon Payment Datereceived in respect of any Mortgage Loan, with any interest on such funds paid to Borrower on such date provided no Event of Default then exists. Furthermore, except as provided in Section 2.7(b) hereof, any prepayment received by Lender prior to December 6, 2014 shall be accompanied by the Yield Maintenance Premium. (b) On each date on which Lender actually receives a distribution of Net Proceeds, and if Lender does not make such Net Proceeds available to Borrower for Restoration, Borrower shall, at Lender’s option, prepay the outstanding principal balance of the Note in an amount equal to one hundred percent (100%) of such Net Proceeds together with any applicable Interest Shortfallthe accrued interest thereon. No Yield Maintenance Premium shall be due With respect to Loan number 4, 19, 35, 43, 60, 64 and 68, each of which provides for a grace period in connection with a Balloon Payment and such grace period expires after the end of the related Collection Period, the Primary Servicer in any prepayment made event (i) shall provide to the Master Servicer with immediate notice of the Primary Servicer becoming aware of any expected Principal Prepayment, (ii) shall provide the Master Servicer with immediate notice of receipt of such Principal Prepayment or Balloon Payment and (iii) shall use its reasonable best efforts to remit such Principal Prepayment or Balloon Payment to the Master Servicer on the date of receipt, but in any event, within one Business Day of receipt. Remittances pursuant to this Section 2.7(b). Any prepayment received shall include any interest payments by Lender pursuant to this Section 2.7(b) on a date other than a Monthly Payment Date shall be held by Lender as collateral security for Borrowers accompanying the Loan in an interest bearing, Eligible Account, with such interest accruing to the benefit of Borrower, and shall be applied by Lender on the next Monthly Payment DatePrincipal Prepayments or Balloon Payments. (c) If after an Event of Default, payment of all or any part of the principal of the Loan is tendered by Borrower, a purchaser at foreclosure or any other Person, such purchaser at foreclosure or other Person shall pay the Yield Maintenance Premium, in addition to the outstanding principal balance, all accrued and unpaid interest and other amounts payable under the Loan Documents. Notwithstanding anything to the contrary contained herein or in any other Loan Document, any prepayment of the Debt shall be applied to the Debt in such order and priority as may be determined by Lender in its sole discretion.

Prepayments. (a) Except as otherwise provided herein, Borrower shall The Issuer may not have the right to prepay the Loan Notes in whole or in partpart except as expressly set forth in this Indenture. Borrower mayPrior to the end of the Prepayment Lockout Period of a Series, the Issuer may not optionally prepay the Notes of such Series in whole or in part unless such prepayment on the Notes of such Series is made on any Payment Date (i) in accordance with Section 7.06, (ii) in accordance with Section 7.04(c) or (iii) as provided no in Section 2.09(b) or (c); provided that in connection with any such Prepayment, the Issuer shall pay the current obligations of the Indenture Trustee and the Servicer, along with the Indenture Trustee Fee, Servicing Fee and Other Servicing Fees, in each case to the extent sufficient funds have not been deposited in the Collection Account for distribution on the applicable Payment Date. From and after the end of the Prepayment Lockout Period of a Series, the Issuer may prepay the Notes of such Series in whole or in part at any time and from time to time at its option; provided that such prepayment is accompanied by any applicable Prepayment Consideration and, if such prepayment occurs on any day other than a Payment Date, is accompanied by payment of interest that would have accrued on the principal amount prepaid through the last day of the then current Interest Accrual Period. (b) In connection with each disposition of a Tenant Site Asset as contemplated by Section 7.29, if and to the extent required thereunder, the Issuer shall prepay the Notes in an amount equal to the Release Price for such disposed Tenant Site Asset (and pay the current obligations of the Indenture Trustee and the Servicer, along with the Indenture Trustee Fee, Servicing Fee and Other Servicing Fees, in each case to the extent sufficient funds have not been deposited in the Collection Account for distribution on the applicable Payment Date) together with any applicable Prepayment Consideration. Any funds remaining in the Liquidated Site Replacement Account that are required to be applied to prepay the Notes shall be applied, first, to pay the Servicer and the Indenture Trustee all amounts then due to each of them hereunder and under the other Transaction Documents (including outstanding Advances, Advance Interest, unpaid Additional Issuer Expenses, and all unpaid fees, expenses and indemnification due to the Servicer and the Indenture Trustee hereunder and under the other Transaction Documents), and second, to prepay the Notes with, subject to Section 2.09(e), any applicable Prepayment Consideration. (c) On the Payment Date following the end of the Site Acquisition Period for a Series of Notes, if any funds remain in the Site Acquisition Account for such Series of Notes, the Indenture Trustee shall transfer such funds to the Collection Account and the Notes of such Series will be paid in accordance with the priority set forth in the Series Supplement for such Series of Notes. (d) Unless otherwise specified in the applicable Series Supplement for any Series of Notes Outstanding, partial prepayments made in conformity with the provisions of this Section 2.09 shall be applied to the Classes of all Notes of all Series in direct order of alphabetical Class designation; provided that (i) optional prepayments (other than prepayments funded by application of amounts on deposit in the Cash Trap Reserve Account) may be directed by the Issuer to be applied to the Notes of a particular Series in direct order of alphabetical designation without payment of any other Series of Notes Outstanding and (ii) prepayments made with funds remaining in the Site Acquisition Account for a Series of Notes at the end of the Site Acquisition Period for such Series of Notes shall be applied solely to the Notes of such Series pro rata based on the Note Principal Balance of each Note in such Series, without regard to the Classes of Notes (unless an Amortization Period is in effect or an Event of Default has occurred and is continuing, at its option in which case the amount to be prepaid will be allocated within such Series in direct order of alphabetical designation). (e) Except as otherwise provided below or in a Series Supplement for any Additional Notes, Prepayment Consideration will be payable in connection with any prepayment of the Notes prior to the first Payment Date that is twelve (12) months prior to the Anticipated Repayment Date applicable to such Notes, including in connection with (i) prepayments made in connection with dispositions of Tenant Site Assets pursuant to Section 7.29 and (ii) prepayments made from unreinvested proceeds of the condemnation of Tenant Site Assets pursuant to Section 7.06, in each case, that are made prior to the first Payment Date that is twelve (12) months prior to the Anticipated Repayment Date applicable to such Notes. Except as provided in the Series Supplement with respect to a Series of Notes, Prepayment Consideration is not payable in connection with (w) any prepayments made from Excess Cash Flow during an Amortization Period, (x) any prepayments made from Excess Cash Flow following and during the continuance of an Event of Default, (y) monthly payments based upon thirty the Class A Monthly Amortization Amount for any Series of Notes or (30z) days any prepayment of the Notes on or after the first Payment Date that is twelve (12) months prior notice to Lender (or the Anticipated Repayment Date applicable to such shorter period of time as may be permitted by Lender in its sole discretion), prepay the Debt in whole on any dateNote. Any prepayment received by Lender on a date other than a Monthly Payment Date shall include Prepayment Consideration due will be paid in accordance with the priorities set forth in Section 5.01(a). Prepayment Consideration that is not paid when due if funds are not available to make such payment pursuant to Section 5.01(a) will not bear interest which would have accrued thereon to and the next Monthly Payment Date (such amounts, the “Interest Shortfall”) 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 shall be applied to the Loan failure on the next Monthly Payment Date, with any interest on part of the Issuer to pay such funds paid to Borrower on such date provided no Prepayment Consideration shall not constitute an Event of Default then exists. Furthermore, except as provided in Section 2.7(bor otherwise provide to the Noteholders (or the Indenture Trustee on behalf of the Noteholders) hereof, any prepayment received by Lender prior to December 6, 2014 shall be accompanied by the Yield Maintenance Premiumadditional rights or remedies. (bf) On each date Commencing on which Lender actually receives the Payment Date specified in a distribution Series Supplement for any Series of Net ProceedsClass A Notes, and if Lender does not make subject to the availability of funds for such Net Proceeds available to Borrower for Restorationpurpose, Borrower shall, at Lender’s option, prepay the outstanding principal balance a portion of the Note principal of the Class A Notes of such Series will be payable on each Payment Date in an amount equal to one hundred percent (100%) the Class A Monthly Amortization Amount for such Notes and such Payment Date as specified in the Series Supplement for such Series. Failure on the part of the Issuer to pay the entire Class A Monthly Amortization Amount for such Net Proceeds together with Notes on any applicable Interest Shortfall. No Yield Maintenance Premium shall be due in connection with any prepayment made pursuant to this Section 2.7(b). Any prepayment received by Lender pursuant to this Section 2.7(b) on a date Payment Date, other than a Monthly Payment Date shall be held by Lender as collateral security for the Loan in an interest bearing, Eligible Account, with such interest accruing to the benefit of Borrower, and shall be applied by Lender on the next Monthly Rated Final Payment Date. (c) If after , will not constitute an Event of Default, payment of all Default or any part otherwise provide to the Noteholders (or the Indenture Trustee on behalf of the principal of the Loan is tendered by Borrower, a purchaser at foreclosure Noteholders) any additional rights or any other Person, such purchaser at foreclosure or other Person shall pay the Yield Maintenance Premium, in addition to the outstanding principal balance, all accrued and unpaid interest and other amounts payable under the Loan Documents. Notwithstanding anything to the contrary contained herein or in any other Loan Document, any prepayment of the Debt shall be applied to the Debt in such order and priority as may be determined by Lender in its sole discretionremedies.

Prepayments. (a) Except as otherwise provided herein, Borrower shall not have the right to prepay the Loan This Note may be pre-paid in whole or in part. Borrower may, provided no Event of Default has occurred and is continuing, at its option part on any Business Day subject to the terms hereof and upon thirty (30) days at least two Business Days' prior written notice to the Lender (or such shorter period specifying the amount of time as may be permitted by Lender in its sole discretion), prepay the Debt in whole on any dateprepayment. 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 (such amounts, the “Interest Shortfall”) 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 shall be applied to the Loan on the next Monthly Payment Date, with any interest on such funds paid to Borrower on such date provided no Event of Default then exists. Furthermore, except as provided in Section 2.7(b) hereof, any prepayment received by Lender prior to December 6, 2014 shall be accompanied by the Yield Maintenance Premium. (b) On each date on which Lender actually receives a distribution of Net Proceeds, and if Lender does not make such Net Proceeds available to Borrower for Restoration, The Borrower shall, at Lender’s optionthe time of any prepayment, prepay whether optional or at any other time this Note is paid earlier than its scheduled maturity, pay to the outstanding Lender the interest accrued to the date of prepayment on the principal balance amount being prepaid plus an additional fee or redemption premium equal to the present value of the Note difference between (1) the amount that would have been realized by the Lender on the prepaid amount for the remaining term of the loan at the ICE Benchmark Administration ("IBA") rate for fixed-rate payers in an U.S. Dollar interest rate swaps for a term corresponding to the term of the Note, interpolated to the nearest month, if necessary, that was in effect three Business Days prior to the issuance date of this Note, and (2) the amount equal that would be realized by the Lender by reinvesting such prepaid funds for the remaining term of the loan at the IBA Index for rates for fixed-rate payers in U.S. Dollar interest rate swaps, interpolated to one hundred percent the nearest month, that was in effect three Business Days prior to the loan repayment date; both discounted at the same interest rate utilized in determining the applicable amount in (100%) 2). Should the present value have no value or a negative value, the Borrower may prepay with no additional fee or redemption premium. Should the IBA no longer release rates for fixed-rate payers in U.S. Dollar interest rate swaps, the Lender may substitute the IBA Index for rates for fixed-payers in U.S. Dollar interest rate swaps with another similar index as determined by SunTrust Bank (or affiliate thereof). The Lender shall provide the Borrower with a written statement explaining the calculation of the premium due, which statement shall, in absence of manifest error, be conclusive and binding. The application of such Net Proceeds together with any applicable Interest Shortfall. No Yield Maintenance Premium shall be due in connection with any fee or prepayment made pursuant to this Section 2.7(b). Any prepayment received by Lender pursuant to this Section 2.7(b) on a date other than a Monthly Payment Date shall be held by Lender as collateral security for the Loan in an interest bearing, Eligible Account, with such interest accruing to the benefit of Borrowerpremium is not intended to, and shall not be applied by Lender on deemed to be, an increase in the next Monthly Payment Date. (c) If after an Event of Default, payment of all or any part of the principal of the Loan is tendered by Borrower, a purchaser at foreclosure or any other Person, such purchaser at foreclosure or other Person shall pay the Yield Maintenance Premium, in addition to the outstanding principal balance, all accrued and unpaid interest and other amounts payable under the Loan DocumentsInterest Rate. Notwithstanding anything to the contrary contained herein or in any other Loan Document, any Any partial prepayment of the Debt shall be applied to the Debt in such order and priority as may be determined by the Lender in its sole discretion.

Prepayments. (ai) Except as otherwise provided herein, Borrower shall not have the right to prepay No prepayment of the Loan shall be allowed in whole or in part, on or prior to the Lockout Expiration Date other than prepayment from Proceeds under Section 8.1 hereof. Thereafter, the Loan may be prepaid, upon not less than thirty (30) days’ irrevocable prior notice to Lender. Any prepayments on the principal balance of the Loan evidenced by the Note whether voluntary or involuntary, shall be accompanied by payment of interest accrued to the date of prepayment, together with the applicable Prepayment Premium. Any prepayments made pursuant to the foregoing shall be made on a Payment Date provided, however, Borrower maymay elect to make any such prepayments on a Business Day which is not a Payment Date if, in addition to all interest which has accrued to and including the date of prepayment and the Prepayment Premium, Borrower also pays all interest which would accrue on the Loan to, but not including, the Payment Date following the date of prepayment. Notwithstanding any provision contained in this Agreement to the contrary, no Prepayment Premium will be due on account of (a) a voluntary prepayment pursuant to this Section 2.4(C)(i) made on the Prepayment Premium Expiration Date or thereafter, or (b) provided no Event of Default has shall have occurred and is be continuing, at its option and upon thirty (30) days prior notice to Lender (an involuntary prepayment resulting from a casualty or such shorter period condemnation of time as may be permitted by Lender in its sole discretion), prepay the Debt in whole on any dateMortgaged Property. 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 (such amounts, the “Interest Shortfall”) 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 Amounts prepaid shall not be applied to the Loan on the next Monthly Payment Date, with any interest on such funds paid to Borrower on such date provided no Event of Default then exists. Furthermore, except as provided in Section 2.7(b) hereof, any prepayment received by Lender prior to December 6, 2014 shall be accompanied by the Yield Maintenance Premiumre-borrowed. (ii) In the event of (a) the payment of any principal of the Loan other than on the last day of an Interest Period applicable thereto (including as a result of an Event of Default) or (b) On each date on which the failure to borrow or prepay the Loan as specified in any notice delivered pursuant to this Agreement or the other Loan Documents, then, in any such event and, in addition to the payments to be made to Lender actually receives a distribution of Net Proceeds, and if Lender does not make such Net Proceeds available pursuant to Borrower for RestorationSection 2.4(C)(i), Borrower shallagrees to compensate Lender for all losses, at Lender’s optioncosts, prepay the outstanding principal balance expenses and damages Lender may incur attributable to such event. A certificate of the Note in an Lender setting forth any amount equal or amounts that Lender is entitled to one hundred percent (100%) of such Net Proceeds together with any applicable Interest Shortfall. No Yield Maintenance Premium shall be due in connection with any prepayment made receive pursuant to this Section 2.7(b). Any prepayment received by Lender pursuant to this Section 2.7(b) on a date other than a Monthly Payment Date shall be held by Lender as collateral security for the Loan in an interest bearing, Eligible Account, with such interest accruing delivered to the benefit of Borrower, Borrower and shall be applied by conclusive absent manifest error. Borrower shall pay Lender the amount shown as due on the next Monthly Payment Dateany such certificate within ten (10) days after receipt thereof. (ciii) If after If, following an Event of Default, payment of all or any part of the principal of the Loan is tendered by Borrower, a purchaser at foreclosure Borrower or any other Personotherwise recovered by Lender, such purchaser at foreclosure tender or other Person recovery shall be deemed a voluntary prepayment by Borrower in violation of the prohibition against prepayment set forth in Section 2.4(C)(i) and Borrower shall pay the Yield Maintenance Premiumto Lender, in addition to the outstanding principal balanceother Obligations, the Prepayment Premium. If the Maturity Date is accelerated, due to an Event of Default or otherwise, or if any prepayment of all accrued and unpaid interest and other amounts payable under or any portion of the Loan Documentshereunder occurs, whether in connection with Lender’s acceleration of the Loan or otherwise, or if the Mortgage is satisfied or released by foreclosure (whether by power of sale or judicial proceeding), deed in lieu of foreclosure or by any other means, then the Prepayment Premium shall become immediately due and owing and Borrower shall immediately pay the Prepayment Premium to Lender. Nothing contained in this Section 2.4(C)(iii) shall create any right of prepayment. (iv) Notwithstanding anything any provision to the contrary contained herein in this Agreement, in the event of an Equinix Parent Transaction Event, (x) Lender may declare immediately due and payable, without further notice, protest, presentment, notice of protest or in demand, all Obligations including, without limitation, all monies advanced under this Agreement, the Note, the Mortgage and/or any other Loan Document, any prepayment of the Debt Loan Documents which are then unpaid, together with all interest then accrued thereon up to and including the date of Lender’s receipt of payment in full of the Loan and all other amounts then owing (including any Default Interest owed as a result of such acceleration and the Prepayment Premium) and (y) so long as no Event of Default shall have occurred and be applied continuing immediately prior to such Equinix Parent Transaction Event, the Debt Prepayment Premium (notwithstanding the definition set forth in such order Section 1.1) shall equal (A) for the period from the Closing Date through but not including the First Anniversary Date, the greater of Three percent (3%) or the Yield Maintenance Amount (assuming that the Treasury Rate plus 1.75% is used in calculating the Yield Maintenance Spread), and priority as may be determined by Lender in its sole discretion(B) for the period after the First Anniversary Date through but not including the Prepayment Premium Expiration Date, Three percent (3.00%).

Prepayments. (a) Except as otherwise provided hereinIf Prepayment is permitted by all Prior Encumbrances, Borrower shall not have or if the right to holders of all the Prior Encumbrances consent thereto, the Purchaser may prepay the Loan in whole or in part. Borrower may, provided no Event entire amount remaining due hereunder when that portion of Default has occurred and the prepayment which is continuing, 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. Any prepayment received by Lender on a date other than a Monthly Payment Date shall include interest which would have accrued thereon due to the next Monthly Payment Date (such amountsSeller is accompanied by all interest then due to the Seller and any Purchase Price Prepayment Premium. If any prepayment to the holder of any Prior Encumbrance also requires a Prepayment Premium, the “Interest Shortfall”) Purchaser shall pay the same if it is imposed as a result of the Purchaser's prepayment or default. If any Prior Encumbrance does not permit prepayment 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 shall be applied to the Loan on the next Monthly Payment Date, with any interest on such funds paid to Borrower on such date provided no Event of Default then exists. Furthermore, except as provided in Section 2.7(b) hereof, any prepayment received by Lender prior to December 6, 2014 shall be accompanied by the Yield Maintenance Premium. (b) On each date on which Lender actually receives a distribution of Net Proceedsholder thereof does not consent thereto, and if Lender does the Purchaser desires to prepay that portion of the Purchase Price which is not make such Net Proceeds available encompassed by the principal balance then due under said Prior Encumbrance, the Purchaser may prepay to Borrower for Restorationthe Seller the balance of that portion of the Purchase Price which is not then due to the holder of s aid Prior Encumbrance; provided, Borrower shallhowever, at Lender’s optionsaid partial prepayment need not be accepted by the Seller unless the Purchaser expressly assumes and agrees in writing to pay and performthe then remaining obligationssecured by said Prior Encumbrance. If this contract is so partially prepaid, prepay the Purchase Price Prepayment Premium, if otherwise calculated on the entire Purchase Price, shall be reduced to correspond to the ratio of the amount being prepaid to the Seller to the total amount of the then outstanding principal balance of the Note Purchase Price. The Seller shall not be required to accept any prepayments which do not conformto the requirements of this paragraph unless and to the extent prepayment is otherwise provided for in an amount equal the Specific Terms of this agreement. Except when otherwise stated herein, any Prepayment Premiumprovided for in this contract s hall apply to one hundred percent (100%) any sums received by the Seller in advance of such Net Proceeds together with their due date, whether voluntarily made by the Purchaser or as a result of the exercise of any applicable Interest Shortfall. No Yield Maintenance remedy by the Seller; provided, however, the Prepayment Premium shall not be due in connection with required for any voluntary prepayment made pursuant to this Section 2.7(b). Any prepayment received by Lender pursuant to this Section 2.7(b) on a date other than a Monthly within 30 days of the Final Payment Date shall be held if preceded by Lender as collateral security for the Loan in an interest bearing, Eligible Account, with such interest accruing to the benefit of Borrower, and shall be applied by Lender on the next Monthly Payment Datenot less than ten days' written notice. (c) If after an Event of Default, payment of all or any part of the principal of the Loan is tendered by Borrower, a purchaser at foreclosure or any other Person, such purchaser at foreclosure or other Person shall pay the Yield Maintenance Premium, in addition to the outstanding principal balance, all accrued and unpaid interest and other amounts payable under the Loan Documents. Notwithstanding anything to the contrary contained herein or in any other Loan Document, any prepayment of the Debt shall be applied to the Debt in such order and priority as may be determined by Lender in its sole discretion.

Prepayments. (a) Except as otherwise provided Subject to the satisfaction of all of the terms and conditions contained herein, between the date hereof and the last Business Day immediately preceding the Revolving Credit Loan Termination Date, the Borrower shall be permitted from time to time to make repayments and, in accordance with the terms and provisions hereof, to obtain further extensions of credit on the Revolving Credit Loan in accordance with its usual and credit needs; it being understood and agreed that the entire unpaid principal balance of the Revolving Credit Loan, together with all interest accrued thereon, shall be due and payable (if not have sooner declared to be due and payable after an Event of Default) on the right Revolving Credit Loan Termination Date. (b) Borrower and Term Loan Borrower shall be permitted from time to time to make repayments in accordance with the terms and provisions hereof; provided, however, that Borrower and Term Loan Borrower shall be permitted to prepay the Term Loan in whole or in part. Borrower may, provided no Event of Default has occurred and is continuing, at its option and only upon thirty (30) days prior days' advance written notice to Lender (or such shorter period of time as may be permitted by Lender in its sole discretion)Bank, prepay the Debt in whole on and, if any date. Any prepayment received by Lender on a date other than a Monthly Payment Date shall include interest which would have accrued thereon occurs prior to the next Monthly Payment Date (such amounts, first anniversary of the “Interest Shortfall”) 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 shall be applied to the Loan on the next Monthly Payment Closing Date, with any interest on such funds paid Borrower pays a prepayment premium equal to Borrower on such date provided no Event three percent (3%) of Default then exists. Furthermorethe amount prepaid, except as provided in Section 2.7(b) hereof, if any prepayment received by Lender prior to December 6, 2014 shall be accompanied by occurs thereafter but before the Yield Maintenance Premium. (b) On each date on which Lender actually receives a distribution second anniversary of Net Proceeds, and if Lender does not make such Net Proceeds available to Borrower for Restorationthe Closing Date, Borrower shall, at Lender’s option, prepay the outstanding principal balance pays a prepayment premium equal to two percent (2%) of the Note in an amount prepaid, if any prepayment occurs thereafter but before the third anniversary of the Closing Date, Borrower pays a prepayment premium equal to one hundred percent (1001%) of such Net Proceeds together with any applicable Interest Shortfall. No Yield Maintenance Premium shall be due in connection with any prepayment made pursuant to this Section 2.7(b). Any prepayment received by Lender pursuant to this Section 2.7(b) on a date other than a Monthly Payment Date shall be held by Lender as collateral security for the Loan in an interest bearing, Eligible Account, with such interest accruing to the benefit of Borroweramount prepaid, and thereafter, Borrower shall be applied by Lender on the next Monthly Payment Datenot pay a prepayment penalty. (c) If after an Event of Default, payment of all or any part of the principal of the Loan is tendered by Borrower, a purchaser at foreclosure or any other Person, such purchaser at foreclosure or other Person shall pay the Yield Maintenance Premium, in addition to the outstanding principal balance, all accrued and unpaid interest and other amounts payable under the Loan Documents. Notwithstanding anything to the contrary contained herein or in any other Loan Document, any prepayment of the Debt shall be applied to the Debt in such order and priority as may be determined by Lender in its sole discretion.

Prepayments. (a) Except as otherwise provided herein, Borrower The Company shall not have the right to prepay repay Adjusted C/D Rate Amounts or Eurodollar Rate Amounts of the Loan in Loans made to the Company hereunder as a whole or in part, on the last day of the Interest Period relating thereto, without premium or penalty. Borrower mayThe Company (a) First, provided no Event the Agent shall determine the amount (the "Installment Amount") by which (i) the total amount of Default has occurred and is continuing, 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. Any prepayment received by Lender on a date other than a Monthly Payment Date shall include interest which would have accrued thereon hereunder on each installment of principal so prepaid, (calculated on the assumption that the applicable margin for such principal amount is zero) during the period beginning on the date of such payment and ending on the last day of the Interest Period relating thereto (the "Reemployment Period") exceeds (ii) the total amount of interest which would accrue, during the Reemployment Period, at the Agent's reinvestment rate, as determined by the Agent in its sole discretion at or about the time of such payment, on an amount equal to the next Monthly Payment Date (such amounts, the “Interest Shortfall”) 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 shall be applied to the Loan on the next Monthly Payment Date, with any interest on such funds paid to Borrower on such date provided no Event of Default then exists. Furthermore, except as provided in Section 2.7(b) hereof, any prepayment received by Lender prior to December 6, 2014 shall be accompanied by the Yield Maintenance Premium.Adjusted C/D Rate Amounts or Eurodollar Rate Amounts so prepaid; (b) On Second, each Installment Amount shall be treated as payable on the last day of the Interest Period relating to the Adjusted C/D Rate Amounts or Eurodollar Rate Amounts prepaid. (c) Third, the amount to be paid shall be the present value of the Installment Amount determined by discounting the amount thereof from the date on which Lender actually receives a distribution of Net Proceeds, and if Lender does not make such Net Proceeds available the Installment Amount is to Borrower for Restoration, Borrower shallbe treated as payable, at Lender’s option, prepay the outstanding principal balance of same annual interest rate as the Note in an amount equal to one hundred percent (100%) of such Net Proceeds together with any applicable Interest Shortfallreinvestment rate determined as aforesaid by the Agent. No Yield Maintenance Premium shall be due in connection with any Each prepayment made pursuant to this Section 2.7(b). Any prepayment received by Lender pursuant to this Section 2.7(b) on a date other than a Monthly Payment Date 2.6 shall be held accompanied by Lender as collateral security for the Loan in an payment of accrued interest bearing, Eligible Account, with such interest accruing on the principal prepaid to the benefit date of Borrower, and shall be applied by Lender on the next Monthly Payment Dateprepayment. (c) If after an Event of Default, payment of all or any part of the principal of the Loan is tendered by Borrower, a purchaser at foreclosure or any other Person, such purchaser at foreclosure or other Person shall pay the Yield Maintenance Premium, in addition to the outstanding principal balance, all accrued and unpaid interest and other amounts payable under the Loan Documents. Notwithstanding anything to the contrary contained herein or in any other Loan Document, any prepayment of the Debt shall be applied to the Debt in such order and priority as may be determined by Lender in its sole discretion.

Prepayments. (a) Except as otherwise provided hereinThe Borrower may at any time and from time to time prepay any Loans, Borrower shall not have the right to prepay the Loan in whole or in part. , without premium or penalty, upon irrevocable notice delivered to the Administrative Agent no later than 11:00 A.M., New York City time, three Business Days prior thereto, in the case of Term Benchmark Loans, and no later than 11:00 A.M., New York City time, one Business Day prior thereto, in the case of ABR Loans, which notice shall specify (i) the applicable Tranche, (ii) the date and amount of prepayment and (iii) whether the prepayment is of Term Benchmark Loans or ABR Loans; provided that if a Term Benchmark Loan is prepaid on any day other than the last day of the Interest Period applicable thereto, the Borrower mayshall also pay any amounts owing pursuant to Section 2.20; provided, provided no Event further, that a notice of Default has occurred and optional prepayment may state that such notice is continuingconditional upon the consummation of an acquisition or sale transaction or upon the effectiveness of other credit facilities or the receipt of the proceeds from the issuance of other Indebtedness or other transaction, at its option and upon thirty (30) days prior in which case such notice to Lender (or such shorter period of time as prepayment may be permitted revoked by the Borrower. Upon receipt of any such notice the Administrative Agent shall promptly notify each Tranche 1 Lender of its receipt of each such notice in respect of any Tranche 1 Loans, and of the amount of such Tranche 1 Lender’s Applicable Tranche 1 Loan Percentage of such prepayment and will promptly notify each Tranche 2 Lender of its sole discretion)receipt of each such notice in respect of any Tranche 2 Loans, prepay and of the Debt in whole on amount of such Tranche 2 Lender’s Applicable Tranche 2 Loan Percentage of such prepayment. If any date. 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 (such amountsnotice is given, the “Interest Shortfall”) and amount specified in such amounts (i.e. principal and interest prepaid by Borrower) notice shall be held by Lender as collateral security for due and payable on the Loan in an date specified therein, together with accrued interest bearing account at an Eligible Institutionto such date on the amount prepaid. Subject to Section 2.25, with interest accruing on each such amounts to the benefit prepayment of Borrower; such amounts prepaid Tranche 1 Loans shall be applied to the Loan on the next Monthly Payment Date, with any interest on such funds paid to Borrower on such date provided no Event of Default then exists. Furthermore, except as provided in Section 2.7(b) hereof, any prepayment received by Lender prior to December 6, 2014 shall be accompanied by the Yield Maintenance Premium. (b) On each date on which Lender actually receives a distribution of Net Proceeds, and if Lender does not make such Net Proceeds available to Borrower for Restoration, Borrower shall, at Lender’s option, prepay the outstanding principal balance Tranche 1 Loans of the Note Tranche 1 Lenders in an amount equal to one hundred percent (100%) of accordance with their respective Applicable Tranche 1 Loan Percentages and each such Net Proceeds together with any applicable Interest Shortfall. No Yield Maintenance Premium shall be due in connection with any prepayment made pursuant to this Section 2.7(b). Any prepayment received by Lender pursuant to this Section 2.7(b) on a date other than a Monthly Payment Date shall be held by Lender as collateral security for the Loan in an interest bearing, Eligible Account, with such interest accruing to the benefit of Borrower, and shall be applied by Lender on the next Monthly Payment Date. (c) If after an Event of Default, payment of all or any part of the principal of the Loan is tendered by Borrower, a purchaser at foreclosure or any other Person, such purchaser at foreclosure or other Person shall pay the Yield Maintenance Premium, in addition to the outstanding principal balance, all accrued and unpaid interest and other amounts payable under the Loan Documents. Notwithstanding anything to the contrary contained herein or in any other Loan Document, any prepayment of the Debt Tranche 2 Loans shall be applied to the Debt Tranche 2 Loans of the Tranche 2 Lenders in such order and priority as may accordance with their respective Applicable Tranche 2 Loan Percentages. Partial prepayments of Loans shall be determined by Lender in its sole discretionan aggregate principal amount of $1,000,000 or a whole multiple of $500,000 in excess thereof.

Prepayments. (a) Except as otherwise provided herein, Borrower may not prepay any of the principal balance of the Receivables Loan during the Receivables Loan Advance Period. After the end of the Receivables Loan Advance Period, Borrower may prepay all or any part of the principal balance of the Receivables Loan following delivery of not less than thirty (30) days’ prior written notice to Agent and upon payment of the applicable fee to Agent, for the benefit of Lenders, as set forth below. Any prepayment shall not have relieve Borrower of its obligation to make all regularly scheduled payments hereunder. The following prepayment fees on the Receivables Loan shall be payable: (a) Each prepayment made in the first Loan Year after the Receivables Loan Advance Period shall be accompanied by a prepayment fee equal to 2% of the principal amount prepaid; (b) Each prepayment made in the second Loan Year after the Receivables Loan Advance Period shall be accompanied by a prepayment fee equal to 1% of the principal amount prepaid; provided however, any prepayment made within six (6) months prior to the Receivables Loan Maturity Date shall not require any prepayment fee, provided that, such prepayment is made in full and not it part; and (c) Any prepayment made after the second Loan Year shall not require any prepayment fee. In the event that Agent or any Lender voluntarily agrees to accept a prepayment prior to the end of the Receivables Loan Advance Period or is compelled to accept a prepayment prior to the end of the Receivables Loan Advance Period, Borrower agrees to pay to Agent, for the benefit of Lenders, a prepayment fee equal to 5% of the amount prepaid. In the event Agent or any Lender exercises its right to accelerate payments under the Receivables Loan following an Event of Default or otherwise, any tender of payment of the amount necessary to repay all or part of the Receivables Loan made thereafter at any time by Borrower, its successors or assigns or by anyone on behalf of Borrower shall be deemed to be a voluntary prepayment and in connection therewith Agent and Lenders shall be entitled to receive the fee required to be paid under the foregoing prepayment restrictions. Borrower shall be entitled to prepay the balance of the Receivables Loan to the extent such prepayment results from a shortfall in whole sums received from Purchasers under Lender Portfolio Timeshare Loans and to the extent such prepayment results from a formerly Qualified Timeshare Loan no longer being deemed “Qualified” or a formerly Non-Conforming Timeshare Loan no longer meeting the criteria for a Non-Conforming Timeshare Loan, Borrower shall not be liable to pay a prepayment fee resulting from payments described in partthe immediately preceding sentence, unless Borrower has solicited accelerated payments from Purchasers. Borrower mayshall also be entitled to prepay the balance of the Receivables Loan, without any prepayment fee, to the extent such prepayment results from a Timeshare Loan being removed from the Lender Portfolio Timeshare Loans due to a refinance of the Note related thereto resulting from an upgrade by a Purchaser. The prepayment fees shall be presumed to be the amount of damages sustained by Agent and Lenders as a result of such prepayment and Borrower agrees that such prepayment fees are reasonable under the circumstances currently existing. The prepayment fees provided for in this Section shall be deemed included in the Obligations and shall be secured by the Collateral. Notwithstanding anything to the contrary set forth in this Section 6.6, Borrower may prepay a portion of the outstanding principal balance of the Receivables Loan by a single prepayment each calendar year (beginning in 2021 and continuing each year thereafter so long as the Receivables Loan Advance Period has not expired) for the purpose of a receivables securitization or similar conduit transaction, subject to the following terms and conditions: (a) at no time will the unpaid principal balance of the Receivables Loan be less than $10,000,000.00 after such partial prepayment unless the Receivables Loan Advance Period has then expired; (b) if the unpaid principal balance of the Receivables Loan is less than $10,000,000.00 due to subsequent amortization following any such partial prepayment during the Receivables Loan Advance Period, Borrower will within ninety (90) days request the necessary Advance(s) under the Receivables Loan to restore such unpaid principal balance of the Receivables Loan to an amount not less than $10,000,000.00; (c) if Borrower does not restore such unpaid principal balance within such ninety (90) day period, such failure shall not constitute an Incipient Default or an Event of Default has occurred Default, but the Loan Balance Fee due for that Loan Year shall be equal to Two-Hundred Thousand Dollars ($200,000.00); (d) the partial prepayment may occur only one (1) time in each calendar year beginning in calendar year 2021 and is continuing, at its option and upon after thirty (30) days prior notice from Borrower to Lender Agent of Borrower’s intent to make such partial prepayment; and (e) the portfolio characteristics of the remaining pledged Collateral of the Qualified Timeshare Loans (i.e. weighted average FICO score, average balance, WAC, etc.) must be substantially similar to those characteristics in existence for such Qualified Timeshare Loans immediately prior to such partial prepayment (except for a reduction in the down payment or such shorter period paid-in-equity due to NELO Loans). Borrower agrees that Agent will have the right of time as may be permitted by Lender in its sole discretion), prepay the Debt in whole on any date. Any prepayment received by Lender on a date other than a Monthly Payment Date shall include interest which would have accrued thereon first refusal with respect to the next Monthly Payment Date (financing of Timeshare Loans included in the Lender Portfolio Timeshare Loans that did not qualify for such amounts, the “Interest Shortfall”) 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 shall be applied to the Loan on the next Monthly Payment Date, with any interest on such funds paid to Borrower on such date provided no Event of Default then exists. Furthermore, except as provided in Section 2.7(b) hereof, any prepayment received by Lender prior to December 6, 2014 shall be accompanied by the Yield Maintenance Premiumreceivables securitization or similar conduit transaction. (b) On each date on which Lender actually receives a distribution of Net Proceeds, and if Lender does not make such Net Proceeds available to Borrower for Restoration, Borrower shall, at Lender’s option, prepay the outstanding principal balance of the Note in an amount equal to one hundred percent (100%) of such Net Proceeds together with any applicable Interest Shortfall. No Yield Maintenance Premium shall be due in connection with any prepayment made pursuant to this Section 2.7(b). Any prepayment received by Lender pursuant to this Section 2.7(b) on a date other than a Monthly Payment Date shall be held by Lender as collateral security for the Loan in an interest bearing, Eligible Account, with such interest accruing to the benefit of Borrower, and shall be applied by Lender on the next Monthly Payment Date. (c) If after an Event of Default, payment of all or any part of the principal of the Loan is tendered by Borrower, a purchaser at foreclosure or any other Person, such purchaser at foreclosure or other Person shall pay the Yield Maintenance Premium, in addition to the outstanding principal balance, all accrued and unpaid interest and other amounts payable under the Loan Documents. Notwithstanding anything to the contrary contained herein or in any other Loan Document, any prepayment of the Debt shall be applied to the Debt in such order and priority as may be determined by Lender in its sole discretion.

Prepayments. (a) Except as otherwise provided herein, Borrower shall not have the right to prepay the Loan in whole or in part. The Borrower may, provided no Event of Default has occurred and is continuing, 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. 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 (such amounts, the “Interest Shortfall”) 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 shall be applied to the Loan on the next Monthly Payment Date, with any interest on such funds paid to Borrower on such date provided no Event of Default then exists. Furthermore, except as provided in Section 2.7(b) hereof, any prepayment received by Lender prior to December 6, 2014 shall be accompanied by the Yield Maintenance Premium. (b) On each date on which Lender actually receives a distribution of Net Proceeds, and if Lender does not make such Net Proceeds available to Borrower for Restoration, Borrower shall, at Lender’s option, from time to time repay or prepay part or all of the outstanding principal balance of the Loans bearing interest based on the Prime Rate or the Revolving Note LIBOR Rate without premium. The Borrower may, at its option, from time to time repay or prepay part or all of the outstanding principal balance of any of the Revolving Loans bearing interest based on the LIBOR Rate, Construction Loans and/or the Stock Repurchase Loans at the end of a Loan Period without premium. If any LIBOR Rate Loan (including, without limitation, any advances of Revolving Loans that Borrower has elected to be a LIBOR Rate Loan) is prepaid prior to the end of the Loan Period for such loan, whether voluntarily or because prepayment is required due to such loan’s maturing or accelerating upon default or otherwise, the Borrower agrees to pay all of the Bank’s costs, expenses, and Interest Differential (as determined by the Bank) incurred as a result of such prepayment. Because of the short-term nature of this facility, the Borrower agrees that the Interest Differential shall not be discounted to its present value. Any prepayment of a LIBOR Rate Loan shall be in an amount equal to one hundred percent (100%) the remaining entire principal balance of such Net Proceeds together with any applicable Interest Shortfallloan. No Yield Maintenance Premium There shall be due no prepayments of any Cost of Funds Rate Term Loan, provided that the Bank may consider requests for its consent with respect to prepayment of any Cost of Funds Rate Term Loan, without incurring an obligation to do so, and the Borrower acknowledges that in connection with any prepayment made pursuant to this Section 2.7(b). Any prepayment received by Lender pursuant to this Section 2.7(b) on a date other than a Monthly Payment Date the event that such consent is granted, the Borrower shall be held by Lender as collateral security for required to pay the Loan in an interest bearingBank, Eligible Account, with such interest accruing to the benefit of Borrower, and shall be applied by Lender on the next Monthly Payment Date. (c) If after an Event of Default, payment upon prepayment of all or any part of the principal amount of the a Cost of Funds Rate Term Loan is tendered by Borrowerbefore final maturity, a purchaser at foreclosure or any other Person, such purchaser at foreclosure or other Person shall pay the Yield Maintenance Premium, in addition prepayment indemnity (“Prepayment Fee”) equal to the outstanding greater of zero, or that amount, calculated on any date of prepayment (“Prepayment Date”), which is derived by subtracting: (a) the principal balanceamount of such Cost of Funds Rate Term Loan or portion of such Cost of Funds Rate Term Loan to be prepaid from (b) the Net Present Value of such Cost of Funds Rate Term Loan or portion of such Cost of Funds Rate Term Loan to be prepaid on such Prepayment Date; provided, all accrued and unpaid interest and other amounts payable under however, that the Loan DocumentsPrepayment Fee shall not in any event exceed the maximum prepayment fee permitted by applicable law. Notwithstanding anything the foregoing, if prior to the contrary contained herein conversion of a Construction Period Construction Loan or in any other a Short-Term Stock Repurchase Loan Documentto a Cost of Funds Rate Term Loan, any prepayment the Bank and the Borrower mutually agree that the Cost of the Debt shall be applied Funds-Based Rate will include a premium as payment to the Debt in such order and priority as may be Bank for waiver by the Bank of any Prepayment Fee (determined by Lender the Bank in its sole discretion) over the then applicable Cost of Funds-Based Rate and such premium is expressly described in the applicable Promissory Note, then the Borrower may prepay such Cost of Funds Rate Term Loan without incurring a Prepayment Fee. If the Borrower initially elects less than a 12 year maturity for a Construction Term Loan that is also a Cost of Funds Rate Term Loan and later the Borrower exercises its option to extend the maturity up to 12 years from the Construction Conversion Date, if the Borrower did not pay a premium to the Bank for waiver by the Bank of any Prepayment Fee at the Construction Conversion Date, then the Borrower will be subject to a Prepayment Fee at the time the Borrower elects to extend the maturity date of such Construction Term Loan; provided, however, the Bank shall waive any Prepayment Fee that would otherwise apply to any Cost of Funds Rate Term Loan issued on or after September 1, 2007 and prior to October 21, 2010.

Prepayments. (a) Except as otherwise provided hereinThe Borrower may, Borrower shall not have upon at least ten (10) Business Days' prior notice to the right to Lender, stating the proposed date and aggregate principal amount of the prepayment, prepay the Loan outstanding principal amount of the Loans in whole or in part. , together with accrued interest to the date of such prepayment on the principal amount prepaid, without premium or penalty; provided that the Loans under the Second Supplemental Facility shall have been theretofore repaid in full; and provided, however, that any prepayment of the Loans bearing interest at the Eurodollar Rate made other than on the last day of an Interest Period for the Loans to be repaid shall be subject to payment by the Borrower mayto the Lender of any costs, provided no Event of Default has occurred and is continuing, at its option and upon thirty (30) days prior notice to Lender (fees or such shorter period of time as may be permitted expenses incurred by the Lender in its sole discretion)connection with such prepayment including, prepay without limitation, any costs to unwind any Eurodollar Rate contracts or Interest Rate Contracts. Upon the Debt in whole on any date. Any giving of such notice of 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 (such amountsBorrower, the “Interest Shortfall”) and such amounts (i.e. principal and interest prepaid by Borrower) shall amount of the Loans specified to 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 shall be applied to the Loan become due and payable on the next Monthly Payment Date, with any interest on date specified for such funds paid to Borrower on such date provided no Event of Default then exists. Furthermore, except as provided in Section 2.7(b) hereof, any prepayment received by Lender prior to December 6, 2014 shall be accompanied by the Yield Maintenance Premiumprepayment. (b) On each date on which Lender actually receives a distribution If at any time the aggregate principal amount of Net ProceedsLoans outstanding at such time exceeds the Commitment, and if Lender does not make such Net Proceeds available to the Borrower for Restoration, Borrower shall, at Lender’s option, shall forthwith prepay the Loans then outstanding principal balance of the Note in an amount equal to one hundred percent (100%) of such Net Proceeds excess, together with any applicable Interest Shortfall. No Yield Maintenance Premium shall be due in connection with any prepayment made pursuant to this Section 2.7(b). Any prepayment received by Lender pursuant to this Section 2.7(b) on a date other than a Monthly Payment Date shall be held by Lender as collateral security for the Loan in an interest bearing, Eligible Account, with such interest accruing to the benefit of Borrower, and shall be applied by Lender on the next Monthly Payment Dateaccrued interest. (c) If after The Borrower shall forthwith prepay the Loans upon receipt by the Borrower or its Subsidiaries of Asset Sale Proceeds in connection with an Event Asset Sale of Defaulta Mortgaged Property in an amount equal to such Asset Sale Proceeds, payment together with accrued interest to the date of all such prepayment on the principal amount prepaid. (d) Upon receipt by the Borrower or its Subsidiaries of proceeds of any part issuance of debt or equity securities, the Borrower shall forthwith prepay the Loans and the Loans made under the Other Supplemental Facility and the Existing Facility in the following order: First, to the repayment of the principal Loans made under the Other Supplemental Facility, Second, to the repayment of the Loan is tendered by BorrowerLoans made under this Agreement, a purchaser at foreclosure or any other PersonThird, such purchaser at foreclosure or other Person shall pay the Yield Maintenance Premium, in addition to the outstanding principal balance, all accrued and unpaid interest and other amounts payable Term Loan (as defined in the Existing Facility) made under the Loan Documents. Notwithstanding anything Existing Facility, and Fourth, to the contrary contained herein or Revolving Loans (as defined in any other Loan Document, any prepayment of the Debt shall be applied to Existing Facility) made under the Debt in such order and priority as may be determined by Lender in its sole discretionExisting Facility.

Prepayments. The Borrower may, upon at least five (a5) Except as otherwise provided hereinBusiness Days' notice to the Bank, Borrower shall not have the right to prepay the Loan Note in whole or in part. Borrower maypart with accrued interest to the date of such prepayment on the amount prepaid without penalty or premium (but subject to payment of break-funding costs, provided no Event if any, of Default has occurred and is continuing, at its option and upon thirty (30) days prior notice to Lender (or such shorter period the Bank in the case of time as may be permitted by Lender in its sole discretiona prepayment on a day other than the last day of an Interest Period), prepay provided, that each partial prepayment shall be in a principal amount of not less than Fifty Thousand Dollars ($50,000.00) and the Debt in whole on any date. Any prepayment received by Lender on a date other than a Monthly Payment Date shall include interest which would have accrued thereon Borrower pays to the next Monthly Payment Date (Bank any and all other fees and charges then due hereunder and under the other Loan Documents in connection with such amounts, the “Interest Shortfall”) 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 prepayment. All partial prepayments shall be applied to principal in the Loan inverse order of maturity. Without limiting the foregoing, if the Note is prepaid on any day other than the last day of an Interest Period applicable thereto, the Borrower shall also pay to the Bank any loss or expense that the Bank may sustain or incur as a consequence of (i) a default by the Borrower in making any prepayment of the Note after the Borrower has given a notice thereof to the Bank in accordance with the provision of this Agreement or (ii) the making of any prepayment (irrespective of the timing of any notice) on a day that is not the last day of an Interest Period with respect thereto. Any such loss and/or expense shall include any amount equal to the excess, if any, of (a) the amount of interest that would have accrued on the next Monthly Payment Dateamount so prepaid for a period from the date of such prepayment to the last day of such Interest Period at the applicable rate of interest for such Note, with any interest on such funds paid to Borrower on such date provided no Event of Default then exists. Furthermore, except as excluding the 240 basis point margin provided in Section 2.7(b) hereof2.03, any prepayment received by Lender prior to December 6, 2014 shall be accompanied by the Yield Maintenance Premium. over (b) On each date the amount of interest (as reasonably determined by the Bank) that would have accrued to the Bank on which Lender actually receives such amount by placing such amount on deposit for a distribution of Net Proceeds, and if Lender does not make such Net Proceeds available comparable period with leading banks in the London interbank market. A statement as to Borrower for Restoration, Borrower shall, at Lender’s option, prepay the outstanding principal balance of the Note in an any amount equal to one hundred percent (100%) of such Net Proceeds together with any applicable Interest Shortfall. No Yield Maintenance Premium shall be due in connection with any prepayment made payable pursuant to this Section 2.7(b). Any prepayment received 2.04 submitted to the Borrower by Lender pursuant to this Section 2.7(b) on a date other than a Monthly Payment Date the Bank shall be held by Lender as collateral security for conclusive in the Loan absence of manifest error. This provision shall survive the payment in an interest bearing, Eligible Account, with such interest accruing to the benefit of Borrower, and shall be applied by Lender on the next Monthly Payment Date. (c) If after an Event of Default, payment of all or any part full of the principal of the Loan is tendered by Borrower, a purchaser at foreclosure or any other Person, such purchaser at foreclosure or other Person shall pay the Yield Maintenance Premium, in addition to the outstanding principal balance, all accrued and unpaid interest and other amounts payable under the Loan Documents. Notwithstanding anything to the contrary contained herein or in any other Loan Document, any prepayment of the Debt shall be applied to the Debt in such order and priority as may be determined by Lender in its sole discretionNote.

Prepayments. (a) Except as otherwise provided herein, Borrower shall not have the right privilege to prepay prepay, and Lender shall not have an obligation to accept tendered prepayments of, the Loan in whole or in part. Borrower mayany portion of the Loan, provided no Event of Default has occurred and is continuing, at its option and upon except as expressly stated below. 5.1 Upon not less than thirty (30) days prior written notice to Lender (or such shorter period of time as may be permitted by Lender in its sole discretion)▇▇▇▇▇▇, Borrower shall have the privilege to fully prepay the Debt in whole on any date. Any prepayment received by Indebtedness, provided that Borrower simultaneously pays to Lender on a date other than a Monthly Payment Date shall include interest which would have accrued thereon premium (the “Prepayment Premium”) equal to the next Monthly Payment greater of: (a) the sum of (i) the present value of the scheduled monthly payments on this Note from the date of prepayment to the Scheduled Maturity Date and (such amounts, ii) the “Interest Shortfall”) and such amounts (i.e. present value of the amount of principal and interest prepaid by Borrower) shall be held by Lender as collateral security for due on the Loan in an interest bearing account at an Eligible Institution, with interest accruing on such amounts Scheduled Maturity Date of this Note (assuming all scheduled monthly payments due prior to the benefit of BorrowerScheduled Maturity Date were made when due); such amounts prepaid shall be applied to the Loan on the next Monthly Payment Date, with any interest on such funds paid to Borrower on such date provided no Event of Default then exists. Furthermore, except as provided in Section 2.7(bminus (iii) hereof, any prepayment received by Lender prior to December 6, 2014 shall be accompanied by the Yield Maintenance Premium. (b) On each date on which Lender actually receives a distribution of Net Proceeds, and if Lender does not make such Net Proceeds available to Borrower for Restoration, Borrower shall, at Lender’s option, prepay the outstanding principal balance of this Note as of the date of prepayment. The present values described in (i) and (ii) are to be computed on a monthly basis as of the date of prepayment, discounted at the yield to maturity of the U.S. Treasury Note or Bond that is closest in an amount equal maturity with a price closest to 100 to the Scheduled Maturity Date of this Note, as reported in The Wall Street Journal, absent manifest error, on the fifth (5th) business day preceding the date of prepayment; or (b) one hundred percent (1001%) of such Net Proceeds together with any applicable Interest Shortfall. No Yield Maintenance Premium shall be due in connection with any prepayment made pursuant to the outstanding principal balance of this Section 2.7(b). Any prepayment received by Lender pursuant to this Section 2.7(b) on a Note as of the date other than a Monthly Payment Date shall be held by Lender as collateral security for the Loan in an interest bearing, Eligible Account, with such interest accruing to the benefit of Borrower, and shall be applied by Lender on the next Monthly Payment Dateprepayment. 5.2 In the event that (ci) If after Lender exercises its right to accelerate the Maturity Date following an Event of Default, payment Default by Borrower in any of all the terms of this Note or any part other Loan Documents, or (ii) payment is tendered of the principal of the Loan is tendered full amount due at any time prior to a foreclosure sale or other similar proceeding, either by Borrower, its successors, or assigns or by anyone on its behalf, it shall be deemed by the Lender that such events shall constitute an evasion of the Prepayment Premium and to be a purchaser at foreclosure or any other Personvoluntary prepayment; therefore, to the extent permitted by applicable law, such purchaser at foreclosure or other Person prepayment shall pay include the Yield Maintenance Premium, in addition premium required to the outstanding principal balance, all accrued and unpaid interest and other amounts payable be paid under the Loan Documents. Notwithstanding anything to the contrary contained herein or in any other Loan Document, any prepayment of the Debt shall be applied to the Debt in such order and priority as may be determined by Lender in its sole discretionSection 5.1 above.

Prepayments. The Peregrine Parties will not prepay, redeem, defease, purchase, or otherwise acquire any Indebtedness of any Peregrine Party under any Note (a “Note Prepayment”), except that the Peregrine Parties may make a Note Prepayment of any of the Notes if: (1) prior to the making of such Note Prepayment, the Peregrine Parties shall have paid to Fleet in full the amounts set forth in Section V.O.; (2) at the time such Note Prepayment is made, no Monetary Default shall have occurred and be continuing; (3) upon the later of the date on which the Peregrine Parties shall have reached an agreement with the holders of such Notes as to the making of such Note Prepayment or, if such Note Prepayment is to be made from the proceeds of any Disposition, the date on which such Disposition shall be consummated, after giving effect to all Note Prepayments to be made on all Notes and after repaying in full all of the outstanding obligations of the Peregrine Parties under the Lender Group Credit Agreement or any other secured credit facility of Peregrine (regardless of whether such Note Prepayments and such repayment is made concurrently with such Disposition) Peregrine shall have unrestricted cash on hand of not less than $40,000,000; (4) (a) Except such Note Prepayment shall be made upon confirmation of an Acceptable Plan of Reorganization, or (b) on the date of such Note Prepayment, after giving effect to all Note Prepayments to be made on the Notes and after repaying in full all of the outstanding obligations of the Peregrine Parties under the Lender Group Credit Agreement or any other secured credit facility of Peregrine (regardless of whether such Note Prepayments is made concurrently with such repayment), Peregrine shall have unrestricted cash of not less than $40,000,000, or (c) Peregrine shall have provided projections reasonably satisfactory to Purchasers evidencing that Peregrine shall have sufficient liquidity to fund its operations through the Maturity Date after giving effect to such Note Prepayment and the repayment in full all of the outstanding obligations of the Peregrine Parties under the Lender Group Credit Agreement or any other secured credit facility of Peregrine, which projections shall be certified by the chief financial officer of Peregrine as otherwise being such chief financial officer’s good faith belief as to Peregrine’s projected performance during the period covered thereby and being based on reasonable assumptions; (5) if, pursuant to the terms of such Note Prepayment, any portion of the outstanding obligations under the Notes is to be paid over time, then such obligations shall be and remain unsecured (or, if secured, shall be secured by a lien junior to that of Purchasers on intercreditor subordination terms reasonably acceptable to Purchasers as determined by the Bankruptcy Court in the event of any disagreement as to the reasonableness thereof) and the agreements or instruments evidencing such obligations shall expressly provide that the obligations evidenced by such agreements or instruments is expressly subordinated in right of repayment to the Past Due Purchase Obligations, and that the Purchasers may block payments upon a New Event of Default, all on terms and conditions reasonably satisfactory to the Purchasers as determined by the Bankruptcy Court in the event of any disagreement as to the reasonableness thereof; (6) prior to the making of any Note Prepayment Peregrine shall have provided herein, Borrower to each Purchaser copies of all agreements related to all Note Prepayments to be made on the Notes; and (7) each Purchaser shall not have the right to prepay the Loan in whole or in part. Borrower may, provided no Event of Default has occurred and is continuing, 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. 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 (such amounts, the “Interest Shortfall”) 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 shall be applied to the Loan on the next Monthly Payment Date, with any interest on such funds paid to Borrower on such date provided no Event of Default then exists. Furthermore, except as provided in Section 2.7(b) hereof, any prepayment received by Lender prior to December 6, 2014 shall be accompanied by the Yield Maintenance Premium. (b) On each date on which Lender actually receives a distribution of Net Proceeds, and if Lender does not make such Net Proceeds available to Borrower for Restoration, Borrower shall, at Lender’s option, prepay the outstanding principal balance of the Note in an amount equal to one hundred percent (100%) of such Net Proceeds together with any applicable Interest Shortfall. No Yield Maintenance Premium shall be due in connection with any prepayment made pursuant to this Section 2.7(b). Any prepayment received by Lender pursuant to this Section 2.7(b) on a date other than a Monthly Payment Date shall be held by Lender as collateral security for the Loan in an interest bearing, Eligible Account, with such interest accruing to the benefit of Borrower, and shall be applied by Lender on the next Monthly Payment Date. (c) If after an Event of Default, payment of all or any part portion of its then outstanding Past Due Purchase Obligations repaid and/or restructured on the principal same terms and conditions as such Note Prepayment contemporaneously with the making of the Loan is tendered by Borrower, a purchaser at foreclosure or any other Person, such purchaser at foreclosure or other Person shall pay the Yield Maintenance Premium, in addition to the outstanding principal balance, all accrued and unpaid interest and other amounts payable under the Loan Documents. Notwithstanding anything to the contrary contained herein or in any other Loan Document, any prepayment of the Debt shall be applied to the Debt in such order and priority as may be determined by Lender in its sole discretionNote Prepayment.

Prepayments. (a) Except as otherwise provided herein, Borrower The Company shall not have the right at any time and from time to time, upon prior written notice from the Company to the Agent, to prepay the Loan outstanding principal obligations evidenced by the A Notes in whole or in part. Borrower may, provided no Event of Default has occurred and is continuing, at its option and upon thirty ratably (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. 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 (such amounts, the “Interest Shortfall”) 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 shall be applied to the Loan on the next Monthly Payment Date, with any interest on such funds paid to Borrower on such date provided no Event of Default then exists. Furthermore, except as provided in Section 2.7(b2.13(b), 2.14 or 2.17) hereofin part and may be obligated to make certain prepayments of obligations evidenced by one or more A Notes subject to and in accordance with the following: (a) With respect to Base Rate Borrowings, any such prepayment received by Lender prior to December 6, 2014 shall be accompanied by without premium or penalty and shall be made on at least two Business Days' prior written notice. The Company shall designate in such notice the Yield Maintenance Premiumamount and date of such prepayment. Accrued interest on the amount so prepaid shall be payable on the first Business Day of the calendar quarter next following the prepayment. The minimum amount of Base Rate Borrowings which may be prepaid on any occasion shall be $25,000,000 or an integral multiple of $5,000,000 in excess thereof or, if less, the total amount of A Advances then outstanding. (b) On With respect to Eurodollar Rate A Borrowings, such prepayment shall be made on at least 5 Business Days' prior written notice. The Company shall designate in such notice the amount and date of such prepayment and the Eurodollar Rate A Borrowings against which each date on portion of each prepayment shall be applied, which Lender actually receives a distribution portion shall be ratable as among the Banks. The minimum amount of Net Proceeds, and if Lender does not make each prepayment shall be an amount necessary to prepay the entire amount of the Eurodollar Rate A Borrowing with respect to which such Net Proceeds available to Borrower for Restoration, Borrower prepayment is being made. The Company shall, at Lender’s option, prepay on the outstanding principal balance date of the Note prepayment, pay to the Agent for the account of each Bank interest accrued to such date of prepayment on the principal amount prepaid plus, in the case only of a prepayment on any date which is not the last day of an amount equal applicable Eurodollar Interest Period, any amounts which may be required to one hundred percent compensate such Bank for any losses or out-of-pocket costs or expenses (100%including any loss, cost or expense incurred by reason of the liquidation or reemployment of deposits or other funds, but excluding loss of anticipated profits) incurred by such Bank as a result of such Net Proceeds together with prepayment, provided that such Bank shall exercise reasonable efforts to minimize any applicable Interest Shortfall. No Yield Maintenance Premium shall be due in connection with any prepayment made pursuant to this Section 2.7(b). Any prepayment received by Lender pursuant to this Section 2.7(b) on a date other than a Monthly Payment Date shall be held by Lender as collateral security for the Loan in an interest bearingsuch losses, Eligible Account, with such interest accruing to the benefit of Borrower, costs and shall be applied by Lender on the next Monthly Payment Dateexpenses. (c) If after an Event due to any prepayment pursuant to Section 2.14 or to the acceleration of Defaultany of the A Notes pursuant to Section 6.01 or otherwise, any Bank receives payment of all its portion of, or is subject to any part Conversion from, any Eurodollar Rate A Advance on any day other than the last day of an Interest Period with respect to such A Advance, the principal of the Loan is tendered by Borrower, a purchaser at foreclosure or any other Person, such purchaser at foreclosure or other Person shall Company will pay the Yield Maintenance Premium, in addition to the outstanding principal balance, all accrued and unpaid interest and other Agent for the account of such Bank any amounts payable under the Loan Documents. Notwithstanding anything to the contrary contained herein or in any other Loan Document, any prepayment of the Debt shall be applied to the Debt in such order and priority as which may be determined payable to such Bank by Lender the Company by reason of payment on such day as provided in its sole discretionSection 2.12(b).

Prepayments. Borrower can voluntarily prepay, upon five (5) Business Days’ prior written notice to Agent, any Term Loan in full, but not in part. Upon the date of (a) Except as otherwise provided hereinany voluntary prepayment of a Term Loan in accordance with the immediately preceding sentence or (b) any mandatory prepayment of a Term Loan required under this Agreement (whether by acceleration of the Obligations pursuant to Section 8.2 or otherwise), Borrower shall not have the right pay to prepay the Loan in whole or in part. Borrower mayAgent, provided no Event of Default has occurred and is continuing, 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. 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 (such amounts, the “Interest Shortfall”) 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 ratable benefit of Borrower; the Lenders, a sum equal to (a) all outstanding principal plus accrued interest with respect to such amounts prepaid shall be applied to Term Loan, (b) the Loan on the next Monthly Final Payment Date, with any interest on Fee (as such funds paid to Borrower on such date provided no Event of Default then exists. Furthermore, except as provided term is defined in Section 2.7(b)) hereof, any prepayment received by Lender prior to December 6, 2014 shall be accompanied by the Yield Maintenance Premium. (b) On each date on which Lender actually receives a distribution of Net Proceedsfor such Term Loan, and if Lender does (c) a prepayment premium (as yield maintenance for the loss of a bargain and not make such Net Proceeds available to Borrower for Restoration, Borrower shall, at Lender’s option, prepay as a penalty) equal to: (i) 3.00% of the outstanding principal balance amount of the Note Term Loan being prepaid, if such prepayment is made on or before the one year anniversary of such Term Loan, (ii) 2.00 % of the outstanding principal amount of the Term Loan being prepaid, if such prepayment is made after the one year anniversary of such Term Loan but on or before the two year anniversary of such Term Loan, and (iii) 1.00 % of the outstanding principal amount of the Term Loan being prepaid, if such prepayment is made after the two year anniversary of such Term Loan but before the Scheduled Maturity Date. Notwithstanding the foregoing, if the Term Loans are refinanced with a new facility in an amount greater than or equal to one hundred percent (100%) the then outstanding Obligations and a Closing Date Lender becomes a lender under such refinancing, then such Closing Date Lender agrees to waive its Pro Rata Share of the prepayment premium described in this Section 2.4 in respect of the Terms Loans refinanced by such new facility. Nothing in this Section 2.4 is intended to be or constitutes a commitment on the part of Agent, any Lender or any other Person to provide or arrange for financing or refinancing of the obligations hereunder. “Closing Date Lender” shall mean each Lender listed on Schedule A, attached hereto as of the Closing Date, or any affiliate of such Net Proceeds together with any applicable Interest Shortfall. No Yield Maintenance Premium shall be due in connection with any prepayment made pursuant Lender to this Section 2.7(b). Any prepayment received by Lender pursuant to this Section 2.7(b) on a date other than a Monthly Payment Date shall be held by Lender as collateral security for the Loan in an interest bearing, Eligible Account, with such interest accruing to the benefit of Borrower, and shall be applied by Lender on the next Monthly Payment Date. (c) If after an Event of Default, payment of whom all or any part portion of the principal of the Loan is tendered by Borrower, a purchaser at foreclosure or any other Person, such purchaser at foreclosure or other Person shall pay the Yield Maintenance Premium, Term Loans are assigned in addition to the outstanding principal balance, all accrued and unpaid interest and other amounts payable under the Loan Documents. Notwithstanding anything to the contrary contained herein or in any other Loan Document, any prepayment of the Debt shall be applied to the Debt in such order and priority as may be determined by Lender in its sole discretionaccordance with this Agreement.

Prepayments. (a) Except as otherwise provided hereinThe Borrower may, Borrower shall not have by hand delivery, fax or e-mail of a Prepayment Notice, appropriately completed and signed by a Responsible Officer of the right Borrower, to the Applicable Agent, at any time or from time to time voluntarily prepay the Loan any Committed Borrowing in whole or in part, without premium or penalty; provided that (i) such Prepayment Notice must be received by the Applicable Agent not later than 11:00 a.m., Local Time, (A) three (3) Business Days prior to any date of prepayment of any Eurocurrency Rate Committed Borrowing denominated in US Dollars, (B) four (4) Business Days (or five (5) Business Days, in the case of prepayment of any Eurocurrency Rate Committed Borrowing denominated in Special Notice Currencies) prior to the date of prepayment of any Eurocurrency Rate Committed Borrowing denominated in Alternative Currencies, and (C) on the date of prepayment of any Base Rate Committed Borrowing and (ii) any prepayment of Committed Loans must be in an aggregate amount that is an integral multiple of the Borrowing Multiple and not less than the Borrowing Minimum for the applicable currency or, in each case, if less, the entire principal amount thereof then outstanding. Each Prepayment Notice shall specify the prepayment date, the Committed Borrowing or Committed Borrowings to be prepaid and the principal amount of each Committed Borrowing or portion thereof to be prepaid. The Applicable Agent will promptly notify each Lender of its receipt of each Prepayment Notice, and of the amount of such Lender’s Applicable Percentage of such prepayment of any Committed Borrowing. If a Prepayment Notice is given by the Borrower, it will make such prepayment and the payment amount specified in such notice will be due and payable on the date specified therein; provided that, subject to Section 3.05, such Prepayment Notice may state that it is conditioned upon the occurrence of one or more events specified therein, in which case such Prepayment Notice may be revoked by the Borrower may, provided no Event of Default has occurred and is continuing, at its option and upon thirty (30) days prior by notice to Lender (the Applicable Agent on or prior to the specified date of prepayment) if such shorter period condition is not satisfied and, in the case of time as may such revocation, the Borrower shall not be permitted by Lender in its sole discretion), prepay the Debt in whole on any daterequired to make such prepayment and such prepayment amount shall cease to be due and payable. Any prepayment received of a Committed Loan shall, to the extent required by Lender Section 2.09(d), be accompanied by all accrued interest on a date the amount prepaid and, in the case of any prepayment of Eurocurrency Rate Committed Loans on any day other than a Monthly Payment Date shall include interest which would have accrued thereon to on the next Monthly Payment Date (such amountslast day of the Interest Period applicable thereto, the “Interest Shortfall”) 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 subject to the benefit Section 3.05. Each prepayment of Borrower; such amounts prepaid a Committed Borrowing shall be applied ratably to the Loan on Committed Loans comprising the next Monthly Payment Date, with any interest on such funds paid to Borrower on such date provided no Event of Default then exists. Furthermore, except as provided in Section 2.7(b) hereof, any prepayment received by Lender prior to December 6, 2014 shall be accompanied by the Yield Maintenance Premiumprepaid Committed Borrowing. (b) On each date on which The Borrower may, by hand delivery, fax or e-mail of a Prepayment Notice, appropriately completed and signed by a Responsible Officer of the Borrower, to the Swing Line Lender actually receives (with a distribution of Net Proceeds, and if Lender does not make such Net Proceeds available copy to Borrower for Restoration, Borrower shallthe Administrative Agent), at Lender’s optionany time or from time to time, voluntarily prepay Swing Line Loans in whole or in part, without premium or penalty; provided that (i) such notice must be received by the outstanding principal balance Swing Line Lender and the Administrative Agent not later than 12:00 noon, Local Time, on the date of the Note prepayment and (ii) any such prepayment will be in an a minimum principal amount equal to one hundred percent (100%) the Borrowing Multiple. Each such notice will specify the date and amount of such Net Proceeds together with any applicable Interest Shortfallprepayment. No Yield Maintenance Premium shall If such notice is given by the Borrower, the Borrower will make such prepayment and the payment amount specified in such notice will be due and payable on the date specified therein; provided that if such notice of prepayment is given in connection with any a conditional notice of termination of the Aggregate Commitments as contemplated by Section 2.07, then such notice of prepayment made pursuant may be revoked by the Borrower (by notice to this the Swing Line Lender and the Administrative Agent on or prior to the specified date of prepayment) if such notice of termination is revoked in accordance with Section 2.7(b)2.07 and, in the case of such revocation, the Borrower shall not be required to make such prepayment and such prepayment amount shall cease to be due and payable. Any prepayment received by Lender pursuant to this Section 2.7(b) on of a date other than a Monthly Payment Date Swing Line Loan shall be held accompanied by Lender as collateral security for the Loan in an all accrued interest bearing, Eligible Account, with such interest accruing to the benefit of Borrower, and shall be applied by Lender on the next Monthly Payment Dateamount prepaid. No Bid Loan may be prepaid without the prior consent of the applicable Bid Loan Lender. (c) If the Administrative Agent notifies the Borrower at any time that the Total Outstandings at such time exceed the Aggregate Commitments then in effect, then, no later than the next Business Day after receipt of such notice, the Borrower shall prepay Committed Borrowings and/or Swing Line Borrowings (and, if no Committed Borrowings or Swing Line Borrowings are outstanding, shall deposit Cash Collateral in respect of L/C Obligations) in an Event aggregate amount equal to the lesser of Default, payment (i) the amount necessary to eliminate such excess and (ii) the Total Outstandings (less the aggregate principal amount of Bid Loans then outstanding). (d) If the Administrative Agent notifies the Borrower at any time that the Outstanding Amount of all Loans and all Letters of Credit denominated in an Alternative Currency or any part a Discretionary Alternative Currency at such time exceeds an amount equal to 105% of the principal Alternative Currency Sublimit then in effect, then, within two (2) Business Days after receipt of such notice, the Borrower shall prepay Committed Borrowings denominated in an Alternative Currency (and, if no Committed Borrowings denominated in an Alternative Currency are outstanding, shall deposit Cash Collateral in respect of Letters of Credit denominated in an Alternative Currency) in an aggregate amount equal to the lesser of (i) the amount necessary to eliminate such excess and (ii) the sum of the Loan is tendered by Borrower, a purchaser at foreclosure or any other Person, Outstanding Amount of such purchaser at foreclosure or other Person shall pay Committed Borrowings and the Yield Maintenance Premium, in addition to the outstanding principal balance, all accrued and unpaid interest and other amounts payable under the Loan Documents. Notwithstanding anything to the contrary contained herein or in any other Loan Document, any prepayment Outstanding Amount of the Debt shall be applied to the Debt L/C Obligations in respect of such order and priority as may be determined by Lender in its sole discretionLetters of Credit.

Prepayments. (a) Except as otherwise provided hereinOn the Effective Date, Borrower the Company shall not have the right to voluntarily prepay the Loan Senior Note Outstandings and the Revolving Credit Outstandings (each as defined in whole or the Intercreditor Agreement) ratably in part. Borrower mayaccordance with the terms of sections 3(b) and 7(a) of the Intercreditor Agreement, provided no Event of Default has occurred and is continuingtogether with accrued interest thereon, 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 datean amount not less than $31,000,000. Any prepayment received by Lender on a date other than a Monthly Payment Date shall include interest which would have accrued thereon prepayments under this Section 4.4(a) will be deemed to the next Monthly Payment Date (such amounts, the “Interest Shortfall”) be voluntary prepayments of principal for all purposes 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 without duplication of Borrower; such amounts prepaid shall be applied to the Loan on the next Monthly Payment Date, with any interest on such funds paid to Borrower on such date provided no Event of Default then exists. Furthermore, except as provided in other payment required under this Section 2.7(b) hereof, 4.4 or any prepayment received by Lender prior to December 6, 2014 shall be accompanied by the Yield Maintenance PremiumTransaction Document. (b) On each date on which Lender actually receives a distribution of Net ProceedsExcess Cash Payment Date (as defined below), and if Lender does not make such Net Proceeds available to Borrower for Restoration, Borrower shall, at Lender’s option, the Company shall prepay the outstanding principal balance Senior Note Outstandings and the Revolving Credit Outstandings ratably in accordance with the terms of sections 3(b) and 7(a) of the Note Intercreditor Agreement, together with accrued interest thereon, in an aggregate amount equal to one hundred percent Excess Cash (100%as defined below); provided, however, (i) any payment of Excess Cash will be without duplication of any other mandatory prepayment required under this Section 4.4 or any other Transaction Document including any mandatory prepayment required under the Transaction Documents with respect to proceeds which are also included in the calculation of Excess Cash. As used herein, “Excess Cash” shall mean, with respect to any calendar month, cash and cash equivalents as defined under GAAP (valued at the fair market value thereof) of the Company as of the last day of such Net Proceeds together calendar month as reflected in the draft monthly financial statements required to be delivered pursuant to Section 4.11(c) hereof (exclusive of amounts included therein with respect to deposits in the Company’s clearing account and other accounts where Company is acting as the custodian or in a fiduciary capacity for the cash and cash equivalents as defined under GAAP maintained in such accounts) in excess of $55 million; and “Excess Cash Payment Date” shall mean, with respect to any applicable Interest Shortfall. No Yield Maintenance Premium calendar month, the first business day after the date that the draft monthly financial statements for such calendar month are required to be delivered pursuant to Section 4.11(c) hereof, commencing with the first Business Day after the date that the draft monthly financial statements for October 2009 are required to be delivered (the “October Excess Cash Payment”); provided that the October Excess Cash Payment shall be due in connection with any reduced on a dollar-for-dollar basis by the amount of the prepayment made pursuant to Section 4.4(a) hereof. Any prepayments of Excess Cash under this Section 2.7(b). Any prepayment received by Lender pursuant 4.4(c) will be deemed to this Section 2.7(b) on a date other than a Monthly Payment Date shall be held by Lender as collateral security voluntary prepayments of principal for the Loan in an interest bearing, Eligible Account, with such interest accruing to the benefit of Borrower, and shall be applied by Lender on the next Monthly Payment Dateall purposes. (c) If after an Event of Default, payment of all or any part of the principal of the Loan is tendered by Borrower, a purchaser at foreclosure or any other Person, such purchaser at foreclosure or other Person shall pay the Yield Maintenance Premium, in addition to the outstanding principal balance, all accrued and unpaid interest and other amounts payable under the Loan Documents. Notwithstanding anything to the contrary contained herein or in any other Loan Document, any prepayment of the Debt shall be applied to the Debt in such order and priority as may be determined by Lender in its sole discretion.

Prepayments. (a1) Except as otherwise provided herein, Borrower shall not have the right to prepay the Loan in whole or in part. On or after the Monthly Payment Date occurring three (3) months prior to the Stated Maturity Date, Borrower may, provided no Event of Default has occurred and is continuing, 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 datedate without payment of any prepayment premium or penalty (including, without limitation, any Default 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 (such amounts, the “"Interest Shortfall”") and such amounts (i.e. i.e., principal and interest prepaid by Borrower) shall be held by Lender as collateral security for the Loan in an interest bearing account Eligible Account at an Eligible Institution, with interest accruing on such amounts to the benefit of Borrower; such amounts prepaid shall be applied to the Loan on the next Monthly Payment Date, with any interest on such funds paid to Borrower on such date provided no Event of Default then exists. Furthermore, except as provided in Section 2.7(b) hereof, any prepayment received by Lender prior to December 6, 2014 shall be accompanied by the Yield Maintenance Premium. (b2) On each date on which Lender actually receives a distribution of Net Proceeds, and if Lender does not make such Net Proceeds available to Borrower for RestorationRestoration or for disbursement as Rent Loss Proceeds (as applicable), in each case, in accordance with the applicable terms and conditions hereof, Borrower shall, at Lender’s 's option, prepay the outstanding principal balance of the Note Debt in an amount equal to one hundred percent (100%) of such Net Proceeds together with any applicable Interest Shortfall. Borrower shall make the REMIC Payment as and to the extent required hereunder. No prepayment premium or penalty (including, without limitation, any Default Yield Maintenance Premium Premium) shall be due in connection with any prepayment made pursuant to this Section 2.7(b) (including, without limitation, in connection with any REMIC Payment). Any prepayment received by Lender pursuant to this Section 2.7(b) on a date other than a Monthly Payment Date shall be held by Lender as collateral security for the Loan in an interest bearing, Eligible AccountAccount at an Eligible Institution, with such interest accruing to the benefit of Borrower, and shall be applied by Lender on the next Monthly Payment Date, with any interest on such funds paid to Borrower on such date provided no Event of Default then exists. (c3) If After the occurrence and during the continuance of an Event of Default and notwithstanding any acceleration of the Debt in accordance with the applicable terms and conditions hereof, the Default Yield Maintenance Premium shall, in all cases, be deemed a LOAN AGREEMENT – Page 30 41458-110/JANAF Shopping Yard (VA) portion of the Debt due and owing hereunder and under the other Loan Documents. Without limitation of the foregoing, if, after the occurrence and during the continuance of an Event of Default, (i) payment of all or any part of the principal of the Loan Debt is tendered by BorrowerBorrower (voluntarily or involuntarily), a purchaser at foreclosure or any other Person, such purchaser (ii) Lender obtains a recovery of all or a portion of the Debt (through an exercise of remedies hereunder or under the other Loan Documents or otherwise) or (iii) the Debt is deemed satisfied (in whole or in part) through an exercise of remedies hereunder or under the other Loan Documents or at foreclosure or other Person shall pay law, the Default Yield Maintenance Premium, in addition to the outstanding principal balance, all accrued and unpaid interest and other amounts payable under the Loan Documents, shall be deemed due and payable hereunder. Notwithstanding anything to the contrary contained herein or in any other Loan Document, (i) any prepayment of the Debt shall be applied to the Debt in such order and priority as may be determined by Lender in its sole discretiondiscretion and (ii) the word "prepayment" when used herein and in the other Loan Documents shall also be deemed to mean repayment and payment.