Full Termination Payment

Full Termination Payment. Shall mean an aggregate amount equal to Five Hundred Seventy Four Million Eight Hundred Twenty Nine Thousand Six Hundred and No/100 Dollars ($574,829,600), constituting all amounts that would be payable by the Company to Advisor pursuant to Section 12.5(b) of the Advisory Agreement in the absence of this Letter Agreement, including, without limitation, the Termination Fee, in connection with a Company Sale Transaction, but excluding Accrued Fees. -5-