Common use of Payment Prepayment Clause in Contracts

Payment Prepayment. Provided there is an Outstanding Balance, on each Installment Date (as defined below), Borrower shall pay to Lender an amount equal to the Installment Amount (as defined below) due on such Installment Date in accordance with Section 8. All payments owing hereunder shall be in lawful money of the United States of America or Conversion Shares (as defined below), as provided for herein, and delivered to Lender at the address furnished to Borrower for that purpose. All payments shall be applied first to (a) costs of collection, if any, then to (b) fees and charges, if any, then to (c) accrued and unpaid interest, and thereafter, to (d) principal. Notwithstanding the foregoing, so long as Borrower has not received a Lender Conversion Notice (as defined below) or an Installment Notice (as defined below) from Lender where the applicable Conversion Shares have not yet been delivered and so long as no Event of Default has occurred since the Effective Date (whether declared by Lender or undeclared), then Borrower shall have the right, exercisable on not less than five (5) Trading Days prior written notice to Lender to prepay the Outstanding Balance of this Note, in full, in accordance with this Section I . Any notice of prepayment hereunder (an "Optional Prepayment Notice") shall be delivered to Lender at its registered address and shall state: (y) that Borrower is exercising its right to prepay this Note, and (z) the date of prepayment, which shall be not ▇▇▇▇ than five (5) Trading Days from the date of the Optional Prepayment Notice. On the date fixed for prepayment (the "Optional Prepayment Date"), Borrower shall make payment of the Optional Prepayment Amount (as defined below) to or upon the order of Lender as specified by ▇▇▇▇▇▇ in writing to Borrower not more than one (I) Trading Day prior to the Optional Prepayment Date. If Borrower exercises its right to prepay this Note, Borrower shall make payment to Lender of an amount in cash (the "Optional Prepayment Amount") equal to 125% (the "Prepayment Premium") multiplied by the then Outstanding Balance of this Note. If Borrower delivers an Optional Prepayment Notice and fails to pay the Optional Prepayment Amount due to Lender within two (2) Trading Days following the Optional Prepayment Date, Borrower shall forever forfeit its right to prepay this Note pursuant to this section.

Payment Prepayment. Provided there is an Outstanding Balance, on each Installment Date (as defined below), Borrower shall pay to Lender an amount equal to the Installment Amount (as defined below) due on such Installment Date in accordance with Section 8. All payments owing hereunder shall be in lawful money of the United States of America or Conversion Shares (as defined below), as provided for herein, and delivered to Lender at the address furnished to Borrower for that purpose. All payments shall be applied first to (a) costs of collection, if any, then to (b) fees and charges, if any, then to (c) accrued and unpaid interest, and thereafter, to (d) principal. Notwithstanding the foregoing, so long as Borrower has not received a Lender Conversion Notice (as defined below) or an Installment Notice (as defined below) from Lender where the applicable Conversion Shares have not yet been delivered and so long as no Event of Default has occurred since the Effective Date (whether declared by Lender or undeclared), then Borrower shall have the right, exercisable on not less than five (5) Trading Days prior written notice to Lender to prepay the Outstanding Balance of this Note, in full, in accordance with this Section I 1. Any notice of prepayment hereunder (an "“Optional Prepayment Notice"”) shall be delivered to Lender at its registered address and shall state: (yi) that Borrower is exercising its right to prepay this Note, and (zii) the date of prepayment, which shall be not ▇▇▇▇ less than five (5) Trading Days from the date of the Optional Prepayment Notice. On the date fixed for prepayment (the "“Optional Prepayment Date"”), Borrower shall make payment of the Optional Prepayment Amount (as defined below) to or upon the order of Lender as may be specified by ▇▇▇▇▇▇ Lender in writing to Borrower not more than one (I) Trading Day prior to the Optional Prepayment DateBorrower. If Borrower exercises its right to prepay this Note, Borrower shall make payment to Lender of an amount in cash (the "Optional Prepayment Amount") equal to 125% (the "“Prepayment Premium"”) multiplied by the then Outstanding Balance of this NoteNote (the “Optional Prepayment Amount”). If In the event Borrower delivers the Optional Prepayment Amount to Lender prior to the Optional Prepayment Date or without delivering an Optional Prepayment Notice to Lender as set forth herein without Lender’s prior written consent, the Optional Prepayment Amount shall not be deemed to have been paid to Lender until the Optional Prepayment Date. Moreover, in such event the Optional Prepayment Liquidated Damages Amount will automatically be added to the Outstanding Balance of this Note on the day Borrower delivers the Optional Prepayment Amount to Lender. In the event Borrower delivers the Optional Prepayment Amount without an Optional Prepayment Notice, then the Optional Prepayment Date will be deemed to be the date that is five (5) Trading Days from the date that the Optional Prepayment Amount was delivered to Lender. In addition, if Borrower delivers an Optional Prepayment Notice and fails to pay the Optional Prepayment Amount due to Lender within two (2) Trading Days following the Optional Prepayment Date, Borrower shall forever forfeit its right to prepay this Note pursuant to this sectionNote.

Payment Prepayment. Provided there is an Outstanding Balance, on each Installment Date (as defined below), Borrower shall pay to Lender an amount equal a) Subject to the Installment Amount terms and conditions of this Note, including the Extension (as defined below) due on such Installment Date in accordance with Section 8. All payments and the subordination provisions under the Senior Secured Obligations owing hereunder to the SG Lenders, and subject to this Note being earlier accelerated pursuant to the terms hereof, the Principal Amount of this Note shall be due and payable in lawful money full to the Holder on December 31, 2010 (the “Maturity Date”). (b) The Principal Amount of this Note and accrued interest may be prepaid at the election of the United States of America Obligor at any time in whole or Conversion Shares (as defined below)in part, as provided for hereinwithout penalty or premium, provided, however, Obligor shall not make any Distribution with respect to this Note until and delivered unless the Senior Secured Obligations owing to Lender at the address furnished SG Lenders have been Paid in Full or consent to Borrower for that purposesuch Distribution is received in writing from the SG Lenders. All payments shall Any such prepayment will be applied first to (a) costs of collectioninterest accrued on this Note and second, if anythe amount of prepayment exceeds the amount of all such accrued interest, then to the payment of the Principal Amount. (c) Subject to clause (b) fees above, the Obligor agrees that it shall not make any payments (including, without limitation, prepayments) of principal and charges, if any, then to (c) accrued and unpaid interest, and thereafterfees or other charges (or redemption, to (dpurchase, retirement, defeasance, sinking fund or similar payment) principal. Notwithstanding the foregoing, so long as Borrower has not received a Lender Conversion Notice (as defined below) or an Installment Notice (as defined below) from Lender where the applicable Conversion Shares have not yet been delivered and so long as no Event of Default has occurred since the Effective Date (whether declared by Lender or undeclared), then Borrower shall have the right, exercisable on not less than five (under that certain 5) Trading Days prior written notice to Lender to prepay the Outstanding Balance of this % Subordinated Unsecured Promissory Note, dated December 31, 2008, issued by the obligor in full, in accordance with this Section I . Any notice favor of prepayment hereunder (an "Optional Prepayment Notice") shall be delivered to Lender at its registered address and shall state: (y) that Borrower is exercising its right to prepay this Note, and (z) the date of prepayment, which shall be not The ▇▇▇▇ than five (5) Trading Days from the date of the Optional Prepayment Notice. On the date fixed for prepayment (the "Optional Prepayment Date"), Borrower shall make payment of the Optional Prepayment Amount (as defined below) to or upon the order of Lender as specified by ▇▇▇▇▇▇ Company Holdings LLC (or its assigns) in writing the principal amount of $20,000,000 (as the same may be amended or modified from time to Borrower time, the “TWC Note”) unless the Obligor makes concurrent pro rata payments or prepayments under the Notes; provided, however, that this clause (c) shall not apply to (i) payments made under the TWC Note with the proceeds from the sale of the Notes, and (ii) payments made upon maturity of the TWC Note if, and only if, the Maturity Date of this Note has been extended in accordance with clause (d) below. For so long as this Note is outstanding, the Obligor shall not amend or modify the TWC Note in a manner adverse to the holders of the Notes, including, without limitation, any change to the principal amount, interest rate or maturity date of the TWC Note, or exchange the TWC Note for (or replace the TWC Note with) other debt of the Obligor, without the prior written consent of a Majority in Interest. (d) The Obligor may at its option and in its sole discretion extend the Maturity Date until December 31, 2011 (the “Extension”) provided, that, no later than December 31, 2010, the Obligor or its subsidiaries have entered into a distribution agreement (including any extension of a distribution agreement) with The ▇▇▇▇▇▇▇▇▇ Company LLC or its affiliates (collectively, “TWC”), relating to the distribution of feature film and direct-to-video releases owned or controlled by TWC, on substantially similar terms (or terms more than one (Ifavorable to the Obligor) Trading Day as the current distribution agreement between the Obligor and TWC, which by its terms does not expire prior to December 31, 2011 (as the Optional Prepayment Date. same may be amended or modified from time to time, the “TWC Distribution Agreement”), and such agreement is effective at the time of such extension. (e) Payments under this Note shall be made in U.S. dollars in immediately available funds. (f) If Borrower exercises its right any payment on this Note becomes due and payable on a Saturday, Sunday or other date on which commercial banks are authorized or required by law to prepay close, the maturity thereof shall be extended to the next succeeding business day, and with respect to payments of principal, interest thereon shall be payable at the applicable rate during such extension. (g) The Obligor agrees to pay all costs and expenses incurred by the Holder in connection with the collection of any amounts due under this Note, Borrower shall make payment including reasonable attorneys’ fees. (h) Except with respect to Lender of an amount in cash (the "Optional Prepayment Amount") equal to 125% (the "Prepayment Premium") multiplied by the then Outstanding Balance of this Note. If Borrower delivers an Optional Prepayment Notice and fails to pay the Optional Prepayment Amount due to Lender within two (2) Trading Days following the Optional Prepayment DateSenior Secured Obligations, Borrower shall forever forfeit its right to prepay this Note pursuant to this sectionranks pari passu with all other Notes and other unsecured notes now or hereafter issued. In addition, ▇▇▇▇▇▇▇ agrees that it shall not make any payments or prepayments of principal and interest under any Note unless the Obligor makes concurrent pro rata payments or prepayments under all of the Notes.

Payment Prepayment. Provided there is an Outstanding Balance, on each Installment Date (as defined below), Borrower shall pay to Lender an amount equal to the Installment Amount (as defined below) due on such Installment Date in accordance with Section 8. All payments owing hereunder shall be in lawful money of the United States of America or Conversion Shares (as defined below), as provided for herein, and delivered to Lender at the address furnished to Borrower for that purpose. All payments shall be applied first to (a) costs of collection, if any, then to (b) fees and charges, if any, then to (c) accrued and unpaid interest, and thereafter, to (d) principal. Notwithstanding the foregoing, so long as Borrower has not received a Lender Conversion Notice (as defined below) or an Installment Notice (as defined below) from Lender where the applicable Conversion Shares have not yet been delivered and so long as no Event of Default has occurred since the Effective Exchange Date (whether declared by Lender or undeclared), then Borrower shall have the right, exercisable on not less than five (5) Trading Days prior written notice to Lender to prepay the Outstanding Balance of this Note, in full, in accordance with this Section I 1. Any notice of prepayment hereunder (an "“Optional Prepayment Notice"”) shall be delivered to Lender at its registered address and shall state: (yi) that Borrower is exercising its right to prepay this Note, and (zii) the date of prepayment, which shall be not ▇▇▇▇ less than five (5) Trading Days from the date of the Optional Prepayment Notice. On the date fixed for prepayment (the "“Optional Prepayment Date"”), Borrower shall make payment of the Optional Prepayment Amount (as defined below) to or upon the order of Lender as may be specified by ▇▇▇▇▇▇ Lender in writing to Borrower not more than one (I) Trading Day prior to the Optional Prepayment DateBorrower. If Borrower exercises its right to prepay this Note, Borrower shall make payment to Lender of an amount in cash (the "Optional Prepayment Amount") equal to 125% (the "Prepayment Premium") multiplied by the then Outstanding Balance of this NoteNote (the “Optional Prepayment Amount”). If In the event Borrower delivers the Optional Prepayment Amount to Lender prior to the Optional Prepayment Date or without delivering an Optional Prepayment Notice to Lender as set forth herein without Lender’s prior written consent, the Optional Prepayment Amount shall not be deemed to have been paid to Lender until the Optional Prepayment Date. Moreover, in such event the Optional Prepayment Liquidated Damages Amount will automatically be added to the Outstanding Balance of this Note on the day Borrower delivers the Optional Prepayment Amount to Lender. In the event Borrower delivers the Optional Prepayment Amount without an Optional Prepayment Notice, then the Optional Prepayment Date will be deemed to be the date that is five (5) Trading Days from the date that the Optional Prepayment Amount was delivered to Lender. In addition, if Borrower delivers an Optional Prepayment Notice and fails to pay the Optional Prepayment Amount due to Lender within two (2) Trading Days following the Optional Prepayment Date, Borrower shall forever forfeit its right to prepay this Note pursuant to this sectionNote.

Payment Prepayment. Provided there is an Outstanding Balance, on each Installment Date (as defined below), Borrower shall pay to Lender an amount equal to the Installment Amount (as defined below) due on such Installment Date in accordance with Section 8. All payments owing hereunder shall be in lawful money of the United States of America or Conversion Shares (as defined below), as provided for herein, and delivered to Lender at the address furnished to Borrower for that purpose. All payments shall be applied first to (a) costs of collection, if any, then to (b) fees and charges, if any, then to (c) accrued and unpaid interest, and thereafter, to (d) principal. Notwithstanding the foregoing, so long as Borrower has not received a Lender Conversion Notice (as defined below) or an Installment Notice (as defined below) from Lender where the applicable Conversion Shares have not yet been delivered and so long as no Event of Default has occurred since the Effective Date (whether declared by Lender or undeclared), then Borrower shall have the right, exercisable on not less than five (5) Trading Days prior written notice to Lender to prepay the Outstanding Balance of this Note, in full, in accordance with this Section I 1. Any notice of prepayment hereunder (an "“Optional Prepayment Notice"”) shall be delivered to Lender at its registered address and shall state: (yi) that Borrower is exercising its right to prepay this Note, and (zii) the date of prepayment, which shall be not ▇▇▇▇ less than five (5) Trading Days from the date of the Optional Prepayment Notice. On the date fixed for prepayment (the "“Optional Prepayment Date"”), Borrower shall make payment of the Optional Prepayment Amount (as defined below) to or upon the order of Lender as may be specified by ▇▇▇▇▇▇ Lender in writing to Borrower not more than one (I) Trading Day prior to the Optional Prepayment DateBorrower. If Borrower exercises its right to prepay this Note, Borrower shall make payment to Lender of an amount in cash (the "Optional Prepayment Amount") equal to 125135% (the "Prepayment Premium") multiplied by the then Outstanding Balance of this NoteNote (the “Optional Prepayment Amount”). If In the event Borrower delivers the Optional Prepayment Amount to Lender prior to the Optional Prepayment Date or without delivering an Optional Prepayment Notice to Lender as set forth herein without Lender’s prior written consent, the Optional Prepayment Amount shall not be deemed to have been paid to Lender until the Optional Prepayment Date. Moreover, in such event the Optional Prepayment Liquidated Damages Amount will automatically be added to the Outstanding Balance of this Note on the day Borrower delivers the Optional Prepayment Amount to Lender. In the event Borrower delivers the Optional Prepayment Amount without an Optional Prepayment Notice, then the Optional Prepayment Date will be deemed to be the date that is five (5) Trading Days from the date that the Optional Prepayment Amount was delivered to Lender. In addition, if Borrower delivers an Optional Prepayment Notice and fails to pay the Optional Prepayment Amount due to Lender within two (2) Trading Days following the Optional Prepayment Date, Borrower shall forever forfeit its right to prepay this Note pursuant to this sectionNote.

Payment Prepayment. Provided there is an Outstanding Balance, on each Installment Date (as defined below), Borrower shall pay to Lender an amount equal to the Installment Amount (as defined below) due on such Installment Date in accordance with Section 8. All payments owing hereunder shall be in lawful money of the United States of America or Conversion Shares (as defined below)Shares, as provided for herein, and delivered to Lender at the address furnished to Borrower for that purpose. All payments shall be applied first to (a) costs of collection, if any, then to (b) fees and charges, if any, then to (c) accrued and unpaid interest, and thereafter, to (d) principal. Notwithstanding the foregoing, so long as Borrower has not received a Lender Conversion Notice (as defined below) or an Installment Notice (as defined below) from Lender where the applicable Conversion Shares have not yet been delivered and so long as no Event of Default has occurred since the Effective Date (whether declared by Lender or undeclared), then Borrower shall have the right, exercisable on not less than five (5) Trading Days prior written notice to Lender to prepay the Outstanding Balance of this Note, in full, in accordance with this Section I 1. Any notice of prepayment hereunder (an "Optional Prepayment Notice") shall be delivered to Lender at its registered address and shall state: (y) that Borrower is exercising its right to prepay this Note, and (z) the date of prepayment, which shall be not ▇▇▇▇ less than five (5) Trading Days from the date of the Optional Prepayment Notice. On the date fixed for prepayment (the "Optional Prepayment Date"), Borrower shall make payment of the Optional Prepayment Amount (as defined below) to or upon the order of Lender as may be specified by ▇▇▇▇▇▇ in writing to Borrower not more than one (I) Trading Day prior to the Optional Prepayment DateBorrower. If Borrower exercises its right to prepay this Note, Borrower shall make payment to Lender of an amount in cash (the "Optional Prepayment Amount") equal to 125% (the "Prepayment Premium") multiplied by the then Outstanding Balance of this Note. If In the event Borrower delivers the Optional Prepayment Amount to Lender prior to the Optional Prepayment Date or without delivering an Optional Prepayment Notice to Lender as set forth herein without Lender's prior written consent, the Optional Prepayment Amount shall not be deemed to have been paid to Lender until the Optional Prepayment Date. Moreover, in such event the Optional Prepayment Liquidated Damages Amount will automatically be added to the Outstanding Balance of this Note on the day Borrower delivers the Optional Prepayment Amount to Lender. In the event Borrower delivers the Optional Prepayment Amount without an Optional Prepayment Notice, then the Optional Prepayment Date will be deemed to be the date that is five (5) Trading Days from the date that the Optional Prepayment Amount was delivered to Lender. In addition, if Borrower delivers an Optional Prepayment Notice and fails to pay the Optional Prepayment Amount due to Lender within two (2) Trading Days following the Optional Prepayment Date, Borrower shall forever forfeit its right to prepay this Note pursuant to this sectionNote.

Payment Prepayment. Provided there is an Outstanding Balance, on each Installment Date (as defined below), Borrower shall pay to Lender an amount equal to the Installment Amount (as defined below) due on such Installment Date in accordance with Section 8. All payments owing hereunder shall be in lawful money of the United States of America or Conversion Shares (as defined below), as provided for herein, and delivered to Lender at the address furnished to Borrower for that purpose. All payments shall be applied first to (a) costs of collection, if any, then to (b) fees and charges, if any, then to (c) accrued and unpaid interest, and thereafter, to (d) principal. Notwithstanding the foregoing, so long as Borrower has not received a Lender Conversion Notice (as defined below) or an Installment Notice (as defined below) from Lender where the applicable Conversion Shares have not yet been delivered and so long as no Event of Default has occurred since the Effective Date (whether declared by Lender or undeclared), then Borrower shall have the right, exercisable on not less than five (5) Trading Days prior written notice to Lender to prepay the Outstanding Balance of this Note, in full, in accordance with this Section I 1. Any notice of prepayment hereunder (an "“Optional Prepayment Notice"”) shall be delivered to Lender at its registered address and shall state: (y) that Borrower is exercising its right to prepay this Note, and (z) the date of prepayment, which shall be not ▇▇▇▇ less than five (5) Trading Days from the date of the Optional Prepayment Notice. On the date fixed for prepayment (the "“Optional Prepayment Date"”), Borrower shall make payment of the Optional Prepayment Amount (as defined below) to or upon the order of Lender as may be specified by ▇▇▇▇▇▇ in writing to Borrower not more than one (I) Trading Day prior to the Optional Prepayment DateBorrower. If Borrower exercises its right to prepay this Note, Borrower shall make payment to Lender of an amount in cash (the "“Optional Prepayment Amount"”) equal to 125% (the "“Prepayment Premium"”) multiplied by the then Outstanding Balance of this Note. If In the event Borrower delivers the Optional Prepayment Amount to Lender prior to the Optional Prepayment Date or without delivering an Optional Prepayment Notice to Lender as set forth herein without Lender’s prior written consent, the Optional Prepayment Amount shall not be deemed to have been paid to Lender until the Optional Prepayment Date. Moreover, in such event the Optional Prepayment Liquidated Damages Amount will automatically be added to the Outstanding Balance of this Note on the day Borrower delivers the Optional Prepayment Amount to Lender. In the event Borrower delivers the Optional Prepayment Amount without an Optional Prepayment Notice, then the Optional Prepayment Date will be deemed to be the date that is five (5) Trading Days from the date that the Optional Prepayment Amount was delivered to Lender. In addition, if Borrower delivers an Optional Prepayment Notice and fails to pay the Optional Prepayment Amount due to Lender within two (2) Trading Days following the Optional Prepayment Date, Borrower shall forever forfeit its right to prepay this Note pursuant to this sectionNote.

Payment Prepayment. Provided there is an Outstanding Balance, on each Installment Date (as defined below), Borrower shall pay to Lender an amount equal to the Installment Amount (as defined below) due on such Installment Date in accordance with Section 8. All payments owing hereunder shall be in lawful money of the United States of America or Conversion Shares (as defined below), as provided for herein, and delivered to Lender at the address furnished to Borrower for that purpose. All payments shall be applied first to (a) costs of collection, if any, then to (b) fees and charges, if any, then to (c) accrued and unpaid interest, and thereafter, to (d) principal. Notwithstanding the foregoing, so long as Borrower has not received a Lender Conversion Notice (as defined below) or an Installment Notice (as defined below) from Lender where the applicable Conversion Shares have not yet been delivered and so long as no Event of Default has occurred since the Effective Date (whether declared by Lender or undeclared), then Borrower shall have the right, exercisable on not less than five (5) Trading Days prior written notice to Lender to prepay the Outstanding Balance of this Note, in full, in accordance with this Section I 1. Any notice of prepayment hereunder (an "“Optional Prepayment Notice"”) shall be delivered to Lender at its registered address and shall state: (y) that Borrower is exercising its right to prepay this Note, and (z) the date of prepayment, which shall be not ▇▇▇▇ less than five (5) Trading Days from the date of the Optional Prepayment Notice. On the date fixed for prepayment (the "“Optional Prepayment Date"”), Borrower shall make payment of the Optional Prepayment Amount (as defined below) to or upon the order of Lender as may be specified by ▇▇▇▇▇▇ Lender in writing to Borrower not more than one (I) Trading Day prior to the Optional Prepayment DateBorrower. If Borrower exercises its right to prepay this Note, Borrower shall make payment to Lender of an amount in cash (the "“Optional Prepayment Amount"”) equal to 125% (the "Prepayment Premium") multiplied by the then Outstanding Balance of this Note. If In the event Borrower delivers the Optional Prepayment Amount to Lender prior to the Optional Prepayment Date or without delivering an Optional Prepayment Notice to Lender as set forth herein without Lender’s prior written consent, the Optional Prepayment Amount shall not be deemed to have been paid to Lender until the Optional Prepayment Date. Moreover, in such event the Optional Prepayment Liquidated Damages Amount will automatically be added to the Outstanding Balance of this Note on the day Borrower delivers the Optional Prepayment Amount to Lender. In the event Borrower delivers the Optional Prepayment Amount without an Optional Prepayment Notice, then the Optional Prepayment Date will be deemed to be the date that is five (5) Trading Days from the date that the Optional Prepayment Amount was delivered to Lender. In addition, if Borrower delivers an Optional Prepayment Notice and fails to pay the Optional Prepayment Amount due to Lender within two (2) Trading Days following the Optional Prepayment Date, Borrower shall forever forfeit its right to prepay this Note pursuant to this sectionNote.

Payment Prepayment. Provided there is an Outstanding Balance, on each Installment Date (as defined below), Borrower shall pay to Lender an amount equal to the Installment Amount (as defined below) due on such Installment Date in accordance with Section 8. All payments owing hereunder shall be in lawful money of the United States of America or Conversion Shares (as defined below), as provided for herein, and delivered to Lender at the address furnished to Borrower for that purpose. All payments shall be applied first to (a) costs of collection, if any, then to (b) fees and charges, if any, then to (c) accrued and unpaid interest, and thereafter, to (d) principal. Notwithstanding the foregoing, so long as Borrower has not received a Lender Conversion Notice (as defined below) or an Installment Notice (as defined below) from Lender where the applicable Conversion Shares have not yet been delivered and so long as no Event of Default has occurred since the Effective Date (whether declared by Lender or undeclared), then Borrower shall have the right, exercisable on not less than five (5) Trading Days prior written notice to Lender to prepay the Outstanding Balance of this Note, in full, in accordance with this Section I 1. Any notice of prepayment hereunder (an "“Optional Prepayment Notice"”) shall be delivered to Lender at its registered address and shall state: (y) that Borrower is exercising its right to prepay this Note, and (z) the date of prepayment, which shall be not ▇▇▇▇ less than five (5) Trading Days from the date of the Optional Prepayment Notice. On the date fixed for prepayment (the "“Optional Prepayment Date"”), Borrower shall make payment of the Optional Prepayment Amount (as defined below) to or upon the order of Lender as may be specified by ▇▇▇▇▇▇ Lender in writing to Borrower not more than one (I) Trading Day prior to the Optional Prepayment DateBorrower. If Borrower exercises its right to prepay this Note, Borrower shall make payment to Lender of an amount in cash (the "“Optional Prepayment Amount"”) equal to 125110% (the "Prepayment Premium") multiplied by the then Outstanding Balance of this Note. If In the event Borrower delivers the Optional Prepayment Amount to Lender prior to the Optional Prepayment Date or without delivering an Optional Prepayment Notice to Lender as set forth herein without Lender’s prior written consent, the Optional Prepayment Amount shall not be deemed to have been paid to Lender until the Optional Prepayment Date. Moreover, in such event the Optional Prepayment Liquidated Damages Amount will automatically be added to the Outstanding Balance of this Note on the day Borrower delivers the Optional Prepayment Amount to Lender. In the event Borrower delivers the Optional Prepayment Amount without an Optional Prepayment Notice, then the Optional Prepayment Date will be deemed to be the date that is five (5) Trading Days from the date that the Optional Prepayment Amount was delivered to Lender. In addition, if Borrower delivers an Optional Prepayment Notice and fails to pay the Optional Prepayment Amount due to Lender within two (2) Trading Days following the Optional Prepayment Date, Borrower shall forever forfeit its right to prepay this Note pursuant to this sectionNote.