Common use of Prepayment Clause in Contracts

Prepayment. At any time after the Original Issuance Date and provided that no Event of Default has occurred, the Borrower shall have the right to prepay any portion of the Outstanding Balance at any time (“Optional Redemption”), by paying to the Holder a sum of money equal to one hundred percent (100%) of the Outstanding Balance amount to be redeemed, together with all accrued and unpaid Interest (calculated only through the Redemption Payment Date), and any and all other sums due, accrued or payable to the Holder arising under this Note or any Transaction Document through the Redemption Payment Date as defined below (the “Redemption Amount”); provided, however, that the prepayment fee shall not exceed five percent (5%) of the Outstanding Balance amount to be prepaid. The Borrower’s election to exercise its right to prepay must be by notice in writing (“Notice of Redemption”). The Notice of Redemption shall specify the date for such Optional Redemption (the “Redemption Payment Date”), which date shall be fifteen (15) Trading Days after the date of the Notice of Redemption (the “Redemption Period”). A Notice of Redemption shall not be effective with respect to any portion of the Outstanding Balance for which the Holder has a pending election to convert, or for conversions initiated or made by the Holder during the Redemption Period. On the Redemption Payment Date, the Redemption Amount, less any portion of the Redemption Amount against which the Holder has exercised its conversion rights, shall be paid in good funds to the Holder. If the Borrower fails to pay the Redemption Amount on the Redemption Payment Date as set forth herein, then such Notice of Redemption will be null and void.

Prepayment. At any time after Notwithstanding the Original Issuance Date foregoing, so long as Borrower has not received a Lender Conversion Notice (as defined below) or a Redemption Notice (as defined below) from Lender where the applicable Conversion Shares have not yet been delivered and provided that so long as no Event of Default has occurredoccurred since the Effective Date (whether declared by Lender or undeclared and regardless of whether or not cured), the then Borrower shall have the right right, exercisable on not less than five (5) Trading Days prior written notice to Lender to prepay any portion of the Outstanding Balance at any time of this Note, in full, in accordance with this Section 1.2. Any notice of prepayment hereunder (an “Optional RedemptionPrepayment Notice”), by paying ) shall be delivered to the Holder a sum of money equal to one hundred percent Lender at its registered address and shall state: (100%i) of the Outstanding Balance amount to be redeemed, together with all accrued and unpaid Interest (calculated only through the Redemption Payment Date), and any and all other sums due, accrued or payable to the Holder arising under this Note or any Transaction Document through the Redemption Payment Date as defined below (the “Redemption Amount”); provided, however, that the prepayment fee shall not exceed five percent (5%) of the Outstanding Balance amount to be prepaid. The Borrower’s election to exercise Borrower is exercising its right to prepay must be by notice in writing this Note, and (“Notice of Redemption”). The Notice of Redemption shall specify ii) 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 such Optional Redemption prepayment (the “Redemption Payment Optional Prepayment Date”), which Borrower shall make payment of the Optional Prepayment Amount (as defined below) to or upon the order of Lender as may be specified by Lender in writing to Borrower. If Borrower exercises its right to prepay this Note, Borrower shall make payment to Lender of an amount in cash equal to 110% (the “Prepayment Premium”) multiplied by the then Outstanding Balance of this Note (the “Optional Prepayment Amount”). In the event Borrower delivers the Optional Prepayment Amount to Lender prior to the 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 shall be fifteen that is five (155) Trading Days after from the date of that the Notice of Redemption (the “Redemption Period”). A Notice of Redemption Optional Prepayment Amount was delivered to Lender and Lender shall not be effective with respect entitled to any portion of the Outstanding Balance for which the Holder has a pending election to convert, or for conversions initiated or made by the Holder during the Redemption Period. On the Redemption Payment Date, the Redemption Amount, less any portion of the Redemption Amount against which the Holder has exercised exercise its conversion rightsrights set forth herein during such five (5) day period. In addition, shall be paid in good funds to the Holder. If the if Borrower delivers an Optional Prepayment Notice and fails to pay the Redemption Optional Prepayment Amount on due to Lender within two (2) Trading Days following the Redemption Payment Date as set forth hereinOptional Prepayment Date, then such Notice of Redemption will be null and voidBorrower shall forever forfeit its right to prepay this Note.

Prepayment. At any time after Notwithstanding the Original Issuance Date and provided that no Event of Default has occurredforegoing, the Borrower shall have the right right, exercisable on not less than five (5) Business Days prior written notice to Lender to prepay any portion of the Outstanding Balance at any time of this Note, in full, in accordance with this Section 1.2. Any notice of prepayment hereunder (an “Optional RedemptionPrepayment Notice”), by paying ) shall be delivered to the Holder a sum of money equal to one hundred percent Lender at its registered address and shall state: (100%i) of the Outstanding Balance amount to be redeemed, together with all accrued and unpaid Interest (calculated only through the Redemption Payment Date), and any and all other sums due, accrued or payable to the Holder arising under this Note or any Transaction Document through the Redemption Payment Date as defined below (the “Redemption Amount”); provided, however, that the prepayment fee shall not exceed five percent (5%) of the Outstanding Balance amount to be prepaid. The Borrower’s election to exercise Borrower is exercising its right to prepay must be by notice in writing this Note, and (“Notice of Redemption”). The Notice of Redemption shall specify ii) the date of prepayment, which shall be not less than five (5) Business Days from the date of the Optional Prepayment Notice. On the date fixed for such Optional Redemption prepayment (the “Redemption Payment Optional Prepayment Date”), which date Borrower shall be fifteen (15) Trading Days after the date make payment of the Notice Optional Prepayment Amount (as defined below) to or upon the order of Redemption Lender as may be specified by Lender in writing to Borrower. If Borrower exercises its right to prepay this Note, Borrower shall make payment to Lender of an amount in cash equal to 117.5% (the “Redemption PeriodPrepayment Premium”) multiplied by the then Outstanding Balance of this Note (the “Optional Prepayment Amount”). A In the event Borrower delivers the Optional Prepayment Amount to Lender prior to the Optional Prepayment Date or without delivering an Optional Prepayment Notice of Redemption to Lender as set forth herein without Lender’s prior written consent, the Optional Prepayment Amount shall not be effective with respect deemed to any portion of have been paid to Lender until the Outstanding Balance for which Optional Prepayment Date. In the Holder has a pending election to convert, or for conversions initiated or made by event Borrower delivers the Holder during the Redemption Period. On the Redemption Payment Date, the Redemption Amount, less any portion of the Redemption Optional Prepayment Amount against which the Holder has exercised its conversion rights, shall be paid in good funds to the Holder. If the Borrower fails to pay the Redemption Amount on the Redemption Payment Date as set forth hereinwithout an Optional Prepayment Notice, then such Notice of Redemption the Optional Prepayment Date will be null and voiddeemed to be the date that is five (5) Business Days from the date that the Optional Prepayment Amount was delivered to Lender.

Prepayment. At any time after the Original Issuance Date and provided that no Event of Default has occurred, the (a) The Borrower shall have the right (subject to prepay any portion the payment of LIBOR breakage compensation as hereinafter described in this Section 5.05 with respect to Loans subject to the Outstanding Balance LIBOR Rate Option), at any time or from time to time, upon two (2) Cleveland Banking Days’ prior written notice (or telephonic notice promptly confirmed in writing) to prepay all or any part of the principal amount of the Loans then outstanding as designated by the Borrower, subject to the provisions of Section 5.05(b) hereof, plus interest accrued on the amount so prepaid to the date of such prepayment, which notice shall promptly be transmitted by the Agent to each of the Banks. (b) The Borrower agrees that if LIBOR as determined as of 11:00 a.m. London time, two (2) London Banking Days’ prior to the date of prepayment or acceleration of any Loans (hereinafter, “Optional RedemptionPrepayment LIBOR”) shall be lower than the last LIBOR (without giving effect to the LIBOR Floor) previously determined for those Loans accruing interest at LIBOR with respect to which prepayment is intended to be made or that are accelerated prior to the end of the applicable Interest Period (hereinafter, “Last LIBOR”), then the Borrower shall, upon written notice by paying the Agent, promptly pay to the Holder a sum Agent, for the account of money equal to one hundred percent (100%) each of the Outstanding Balance amount to be redeemedBanks, together with all accrued and unpaid Interest (calculated only through the Redemption Payment Date)in immediately available funds, and any and all other sums due, accrued or payable to the Holder arising under this Note or any Transaction Document through the Redemption Payment Date as defined below LIBOR breakage compensation measured by a rate (the “Redemption AmountLIBOR Breakage Rate”); provided) which shall be equal to the difference between the Last LIBOR and the Prepayment LIBOR. In determining the Prepayment LIBOR payable to each Bank, howeverthe Agent shall apply a rate for each Bank equal to LIBOR for a deposit approximately equal to each Bank’s portion of such prepayment or accelerated balance which would be applicable to an Interest Period commencing on the date of such prepayment or acceleration and having a duration as nearly equal as practicable to the remaining duration of the actual Interest Period during which such acceleration occurs or prepayment is to be made. In addition, that the Borrower shall immediately pay directly to each Bank the amount claimed as additional costs or expenses (including, without limitation, cost of telex, wires, or cables) incurred by such Bank in connection with the prepayment fee or acceleration upon the Borrower’s receipt of a written statement from such Bank. The LIBOR Breakage Rate shall not exceed five percent (5%) be applied to all or such part of the Outstanding Balance amount principal amounts of the Notes that relate to the Loans subject to the LIBOR Rate Option to be prepaid, or that are accelerated and the LIBOR breakage compensation shall be computed for the period commencing with the date on which such prepayment is to be made or acceleration occurs to that date which coincides with the last day of the Interest Period previously established when the Loans subject to the LIBOR Rate Option, which are to be prepaid or are accelerated, were made. The Borrower’s election Each voluntary prepayment of a Loan shall be in an aggregate principal sum of not less than One Million Dollars ($1,000,000) (except in the case of a Loan initially made in an aggregate amount less than One Million Dollars ($1,000,000) in which case, such voluntary prepayment shall be in the aggregate principal sum of such Loan) and, if greater, in an integral multiple of Two Hundred Fifty Thousand Dollars ($250,000). In the event the Borrower cancels a proposed Loan subject to exercise its right the LIBOR Rate Option subsequent to prepay must be by notice in writing (“the delivery to the Agent of a Notice of Redemption”). The Notice of Redemption shall specify the date for such Optional Redemption (the “Redemption Payment Date”), which date shall be fifteen (15) Trading Days after the date of the Notice of Redemption (the “Redemption Period”). A Notice of Redemption shall not be effective Borrowing with respect to any portion such Loan, but prior to the draw down of the Outstanding Balance for which the Holder has a pending election to convertfunds thereunder, or the continuation of or conversion to a Loan subject to the LIBOR Rate Option does not occur for conversions initiated any reason (other than a default by any Bank or made by the Holder during the Redemption Period. On the Redemption Payment DateAgent), the Redemption Amount, less any portion of the Redemption Amount against which the Holder has exercised its conversion rights, such cancellation or failure to continue or convert shall be paid in good funds treated as a prepayment subject to the Holder. If the Borrower fails to pay the Redemption Amount on the Redemption Payment Date as set forth herein, then such Notice of Redemption will be null and voidaforementioned LIBOR breakage compensation.

Prepayment. At Notwithstanding anything to the contrary contained in this Note, at any time after during the Original Issuance Date and provided that no Event of Default has occurredperiods set forth on the table immediately following this paragraph (the “Prepayment Periods”), the Borrower shall have the right to prepay any portion of the Outstanding Balance at any time right, exercisable on not less than three (“Optional Redemption”), by paying 3) Trading Days prior written notice to the Holder a sum of money equal to one hundred percent (100%) of the Outstanding Balance amount Note to be redeemed, together with all prepay the outstanding Note (principal and accrued and unpaid Interest (calculated only through the Redemption Payment Dateinterest), and any and all other sums duein full, accrued or payable in accordance with this Section 1.9. Any notice of prepayment hereunder (an “Optional Prepayment Notice”) shall be delivered to the Holder arising under this of the Note or any Transaction Document through the Redemption Payment Date as defined below at its registered addresses and shall state: (the “Redemption Amount”); provided, however, 1) that the prepayment fee shall not exceed five percent (5%) of the Outstanding Balance amount to be prepaid. The Borrower’s election to exercise Borrower is exercising its right to prepay must be by notice in writing the Note, and (“Notice of Redemption”). The Notice of Redemption shall specify 2) the date of prepayment which shall be not more than three (3) Trading Days from the date of the Optional Prepayment Notice. On the date fixed for such Optional Redemption prepayment (the “Redemption Payment Optional Prepayment Date”), which date the Borrower shall be fifteen (15) Trading Days after the date make payment of the Notice of Redemption Optional Prepayment Amount (as defined below) to Holder, or upon the “Redemption Period”). A Notice of Redemption shall not be effective with respect to any portion order of the Outstanding Balance for which the Holder has a pending election to convert, or for conversions initiated or made as specified by the Holder during the Redemption Period. On the Redemption Payment Date, the Redemption Amount, less any portion of the Redemption Amount against which the Holder has exercised its conversion rights, shall be paid in good funds writing to the HolderBorrower, at least one (1) business day prior to the Optional Prepayment Date. If the Borrower fails exercises its right to pay prepay the Redemption Amount on Note, the Redemption Payment Date Borrower shall make payment to the Holder of an amount in cash (the “Optional Prepayment Amount”) equal to the percentage (“Prepayment Percentage”) as set forth hereinin the table immediately following this paragraph opposite the applicable Prepayment Period, multiplied by the sum of: (w) the then such Notice outstanding principal amount of Redemption will be null this Note plus (x) accrued and voidunpaid interest on the unpaid principal amount of this Note to the Optional Prepayment Date plus (y) Default Interest, if any, on the amounts referred to in clauses (w) and (x) plus (z) any amounts owed to the Holder pursuant to Sections 1.3 and 1.4(g) hereof. I. 1. The period beginning on the Issue Date and ending on the date which is thirty (30) days following the Issue Date. 115% 2. The period beginning on the date which is thirty-one (31) days following the Issue Date and ending on the date which is sixty (60) days following the Issue Date 120% 3. The period beginning on the date which is sixty-one (61) days following the Issue Date and ending on the date which is ninety (90) days following the Issue Date 125% 4. The period beginning on the date that is ninety-one (91) day from the Issue Date and ending one hundred twenty (120) days following the Issue Date 130% 5. The period beginning on the date that is one hundred twenty-one (121) day from the Issue Date and ending one hundred fifty (150) days following the Issue Date 135% 6. The period beginning on the date that is one hundred fifty-one (151) day from the Issue Date and ending one hundred eighty (180) days following the Issue Date 140% After the expiration of one hundred eighty (180) days following the Issue Date, the Borrower shall have no right of prepayment.

Prepayment. At any time after the Original Issuance Date and provided that no Event of Default has occurred, the Borrower shall have the right to prepay any portion of the Outstanding Balance at any time or from time to time to prepay, on a pro rata basis for all of the Banks, all or any part of the principal amount of the Notes then outstanding as designated by Borrower, plus interest accrued on the amount so prepaid to the date of such prepayment. Borrower shall give Administrative Agent notice of prepayment of any Prime Rate Loan by not later than 11:00 A.M. (“Optional Redemption”Cleveland, Ohio time) on the Business Day such prepayment is to be made and written notice of the prepayment of any LIBOR Loan not later than 1:00 P.M. (Cleveland, Ohio time) three (3) Business Days before the Business Day on which such prepayment is to be made. Prepayments of Prime Rate Loans shall be without any premium or penalty. In any case of prepayment of a LIBOR Loan, Borrower agrees that if the reinvestment rate, as quoted by the money desk of Administrative Agent ("Reinvestment Rate"), by paying shall be lower than the LIBOR Rate applicable to the Holder LIBOR Loan which is intended to be prepaid (hereinafter, "Last LIBOR"), then Borrower shall, upon written notice by Administrative Agent, promptly pay to Administrative Agent, for the benefit of the Banks, in immediately available funds, a sum of money prepayment fee equal to one hundred percent the product of (100%a) a rate (the "Prepayment Rate") which shall be equal to the difference between the Last LIBOR and the Reinvestment Rate, times (b) the principal amount of the Outstanding Balance amount to be redeemed, together with all accrued and unpaid Interest (calculated only through the Redemption Payment Date), and any and all other sums due, accrued or payable to the Holder arising under this Note or any Transaction Document through the Redemption Payment Date as defined below (the “Redemption Amount”); provided, however, that the prepayment fee shall not exceed five percent (5%) of the Outstanding Balance amount LIBOR Loan which is to be prepaid. The Borrower’s election , times (c) (i) the number of days remaining in the Interest Period of the LIBOR Loan which is to exercise its right to prepay must be prepaid divided by notice in writing (“Notice of Redemption”ii) three hundred sixty (360). The Notice In addition, Borrower shall immediately pay directly to Administrative Agent, for the account of Redemption the Banks, the amount of any additional costs or expenses (including, without limitation, cost of telex, wires, or cables) incurred by Administrative Agent or the Banks in connection with the prepayment, upon Borrower's receipt of a written statement from Administrative Agent. Each prepayment of a LIBOR Loan shall specify be in the date for such Optional Redemption aggregate principal sum of not less than One Million Dollars (the “Redemption Payment Date”$1,000,000), which date shall be fifteen (15) Trading Days after except in the date case of the Notice of Redemption (the “Redemption Period”). A Notice of Redemption shall not be effective with respect a mandatory prepayment pursuant to any portion of the Outstanding Balance for which the Holder has a pending election to convert, Section 2.7 or for conversions initiated or made by the Holder during the Redemption Period. On the Redemption Payment Date, the Redemption Amount, less any portion of the Redemption Amount against which the Holder has exercised its conversion rights, shall be paid in good funds to the Holder. If the Borrower fails to pay the Redemption Amount on the Redemption Payment Date as set forth herein, then such Notice of Redemption will be null and voidArticle III hereof.

Prepayment. At Notwithstanding anything to the contrary contained in this Note, at any time after during the Original Issuance Date periods set forth on the table immediately following this paragraph (the “Prepayment Periods”) or as otherwise agreed to between the Borrower and provided that no Event of Default has occurredthe Holder, the Borrower shall have the right to prepay any portion of the Outstanding Balance at any time right, exercisable on not more than three (“Optional Redemption”), by paying 3) Trading Days prior written notice to the Holder a sum of money equal to one hundred percent (100%) of the Outstanding Balance amount Note to be redeemed, together with all prepay the outstanding Note (principal and accrued and unpaid Interest (calculated only through the Redemption Payment Dateinterest), and any and all other sums duein full, accrued or payable in accordance with this Section 1.7. Any notice of prepayment hereunder (an “Optional Prepayment Notice”) shall be delivered to the Holder arising under this of the Note or any Transaction Document through the Redemption Payment Date as defined below at its registered addresses and shall state: (the “Redemption Amount”); provided, however, 1) that the prepayment fee shall not exceed five percent (5%) of the Outstanding Balance amount to be prepaid. The Borrower’s election to exercise Borrower is exercising its right to prepay must be by notice in writing the Note, and (“Notice of Redemption”). The Notice of Redemption shall specify 2) the date of prepayment which shall be not more than three (3) Trading Days from the date of the Optional Prepayment Notice. On the date fixed for such Optional Redemption prepayment (the “Redemption Payment Optional Prepayment Date”), which date the Borrower shall be fifteen (15) Trading Days after the date make payment of the Notice Optional Prepayment Amount (as defined below) to Holder, or upon the direction of Redemption the Holder as specified by the Holder in a writing to the Borrower (which shall direction to be sent to Borrower by the Holder at least one (1) business day prior to the Optional Prepayment Date). If the Borrower exercises its right to prepay the Note, the Borrower shall make payment to the Holder of an amount in cash equal to the percentage (“Prepayment Percentage”) as set forth in the table immediately following this paragraph opposite the applicable Prepayment Period, multiplied by the sum of: (w) the then outstanding principal amount of this Note plus (x) accrued and unpaid interest on the unpaid principal amount of this Note to the Optional Prepayment Date plus (y) Default Interest, if any, on the amounts referred to in clauses (w) and (x) plus (z) any amounts owed to the Holder pursuant to Section 1.4 hereof (the “Redemption PeriodOptional Prepayment Amount”). 1. A Notice of Redemption shall not be effective with respect to any portion The period beginning on the Issue Date and ending on the date which is thirty (30) days following the Issue Date. 115% 2. The period beginning on the date which is thirty-one (31) days following the Issue Date and ending on the date which is sixty (60) days following the Issue Date. 120% 3. The period beginning on the date which is sixty-one (61) days following the Issue Date and ending on the date which is ninety (90) days following the Issue Date. 125% 4. The period beginning on the date that is ninety-one (91) day from the Issue Date and ending one hundred twenty (120) days following the Issue Date. 130% 5. The period beginning on the date that is one hundred twenty-one (121) day from the Issue Date and ending one hundred fifty (150) days following the Issue Date. 135% 6. The period beginning on the date that is one hundred fifty-one (151) day from the Issue Date and ending one hundred eighty (180) days following the Issue Date. 140% After the expiration of the Outstanding Balance for which the Holder has a pending election to convert, or for conversions initiated or made by the Holder during the Redemption Period. On the Redemption Payment DatePrepayment Periods set forth above, the Redemption Amount, less any portion of the Redemption Amount against which the Holder has exercised its conversion rights, shall be paid in good funds Borrower may submit an Optional Prepayment Notice to the Holder. If Upon receipt by the Borrower fails Holder of the Optional Prepayment Notice post Prepayment Periods, the prepayment shall be subject to pay the Redemption Amount on Holder’s and the Redemption Payment Date as set forth hereinBorrower’s agreement with respect to the applicable Prepayment Percentage. Notwithstanding anything contained herein to the contrary, then such Notice of Redemption will the Holder’s conversion rights herein shall not be null and voidaffected in any way until the Note is fully paid (funds received by the Holder) pursuant to an Optional Prepayment Notice.

Prepayment. At any time after the Original Issuance Date and provided that no Event of Default has occurred, the Borrower shall have the no right to prepay all or any portion part of the Outstanding Balance principal of this Note prior to its scheduled Maturity Date without Lender’s consent, which consent shall be held by Lender in its sole discretion. Notwithstanding the foregoing, subject to the terms and conditions set forth in this Section 4, Lender hereby grants to Borrower a right of first offer (“First Offer Right”) relating to the Lender’s sale of this Note. If, at any time (“Optional Redemption”)during the term hereof, by paying Lender desires to the Holder a sum of money equal to one hundred percent (100%) of the Outstanding Balance amount to be redeemed, together with all accrued and unpaid Interest (calculated only through the Redemption Payment Date), and any and all other sums due, accrued or payable to the Holder arising under sell this Note or any Transaction Document through the Redemption Payment Date as defined below to another Lender, Lender shall first deliver to Borrower written notice (the “Redemption Amount”); provided, however, that the prepayment fee shall not exceed five percent (5%) of the Outstanding Balance amount to be prepaid. The Borrower’s election to exercise its right to prepay must be by notice in writing (“Notice of Redemption”). The Notice of Redemption shall specify the date for such Optional Redemption (the “Redemption Payment DateTransfer”), which date Notice of Transfer shall be fifteen (15) Trading Days after state Lender’s desire to sell this Note. If Borrower elects to make an offer to purchase the Note, Borrower shall deliver to Lender within 120 days following the date of the Notice of Redemption Transfer was received by Borrower (the “Redemption PeriodOffer Date”) a written offer (the “Offeree Offer”), which Offeree Offer shall offer to purchase the Note on the terms and conditions, including price, timing and lease terms (if applicable), specified therein. A Notice The Offeree Offer shall disclose all material facts relating to the proposed transaction and, at Borrower’s option, may include a form of Redemption Note purchase agreement. Each Offeree Offer shall be an irrevocable commitment by Borrower to purchase this Note on the terms and conditions set forth therein. If Borrower does not elect to make an offer to purchase this Note by the Offer Date or if Borrower makes an offer to purchase the Note by the Offer Date and Lender elects not to sell the Note on the terms offered by Borrower, Lender (X) shall be effective with respect under no obligation to sell the Note to any portion person, unless Lender so elects, and (Y) may, within a period of 6 months from and after the Outstanding Balance for which the Holder has a pending election to convert, or for conversions initiated or made by the Holder during the Redemption Period. On the Redemption Payment Offer Date, the Redemption Amount, less any portion of the Redemption Amount against which the Holder has exercised its conversion rights, shall be paid in good funds solicit offers relating to the Holdersale of this Note. If The First Offer Right granted to Borrower under the Borrower terms and conditions of this Section 4 shall revive in the event that Lender fails to pay sell the Redemption Amount on Note within the Redemption Payment Date as set forth herein, then such Notice of Redemption will be null 6 months from and voidafter the Offer Date.

Prepayment. At any time after the Original Issuance Date and provided that no Event of Default has occurred, the Borrower Maker shall have the right to prepay any portion of the Outstanding Balance this Note at any time in whole or in part (“Optional Redemption”), by paying to the Holder Payee a sum of money equal to one hundred percent (100%) of the Outstanding Balance principal amount to be redeemed, together with all accrued and but unpaid Interest interest thereon, a prepayment fee equal to one percent (calculated only through 1%) of the Redemption Payment Date)principal amount to be prepaid, and any and all other sums due, accrued or payable to the Holder Payee arising under this Note or any Transaction Document through the Redemption Payment Date as defined below (the “Redemption Amount”); provided, however, that the prepayment fee shall not exceed five percent (5%) of the Outstanding Balance amount to be prepaid. The BorrowerMaker’s election to exercise its right to prepay must be by notice in writing (“Notice of Redemption”). The Notice of Redemption shall specify the date for such Optional Redemption (the “Redemption Payment Date”), which date shall be fifteen ten (1510) Trading Days after the date of the Notice of Redemption (the “Redemption Period”). A Notice of Redemption shall not be effective with respect to any portion of the Outstanding Balance Principal Amount for which the Holder Payee has a pending election to convert, or for conversions initiated or made by the Holder Payee during the Redemption Period. On the Redemption Payment Date, the Redemption Amount, less any portion of the Redemption Amount against which the Holder Payee has exercised its conversion rights, shall be paid in good funds to the HolderPayee. If In the Borrower event the Maker fails to pay the Redemption Amount on the Redemption Payment Date as set forth herein, then such Notice of Redemption will be null and void.

Prepayment. At any time after Borrower may not voluntarily or involuntarily prepay the Original Issuance Date and provided that no Event of Default has occurredLoan in whole or in part unless Borrower pays to Lender, the Borrower shall have the right to prepay any portion of the Outstanding Balance at any time (“Optional Redemption”)concurrently with such prepayment, by paying to the Holder a sum of money equal to one hundred percent (100%) of the Outstanding Balance amount to be redeemed, together with all accrued and unpaid Interest (calculated only through the Redemption Payment Date), and any and all other sums due, accrued or payable to the Holder arising under this Note or any Transaction Document through the Redemption Payment Date as defined below yield maintenance prepayment fee (the “Redemption AmountPrepayment Fee”); provided) computed in accordance with Exhibit A attached hereto and incorporated herein by this reference. In addition, however, that the prepayment fee shall not exceed five percent if for any reason (5%) of the Outstanding Balance amount to be prepaid. The Borrowerother than Lender’s election to exercise its right to prepay must be by notice in writing (“Notice of Redemption”). The Notice of Redemption shall specify the date for such Optional Redemption (the “Redemption Payment Date”default), which date shall be fifteen (15) Trading Days after on the date of the Notice of Redemption (the “Redemption Period”). A Notice of Redemption shall not be effective with respect to any portion of the Outstanding Balance for which the Holder has a pending election to convert, or for conversions initiated or made by the Holder during the Redemption Period. On the Redemption Payment Fixed Rate Commencement Date, the Redemption Amount, less any portion stated face amount of this Note exceeds the then outstanding principal balance of the Redemption Amount against which the Holder has exercised its conversion rightsNote, shall be paid in good funds Borrower shall, upon ▇▇▇▇▇▇’s demand, pay to Lender a Prepayment Fee equal to the Holder. If the Prepayment Fee which would be due and payable if Borrower fails to pay the Redemption Amount had prepaid such excess amount on the Redemption Payment Date as set forth hereinday immediately following the Fixed Rate Commencement Date. BY INITIALING BELOW, then such Notice of Redemption will be null and voidBORROWER ACKNOWLEDGE(S) AND AGREE(S) THAT: (A) EXCEPT AS OTHERWISE EXPRESSLY PROVIDED ABOVE, THERE IS NO RIGHT TO PREPAY THE LOAN IN WHOLE OR IN PART, WITHOUT PAYING THE APPLICABLE PREPAYMENT FEE , (B) BORROWER SHALL BE LIABLE FOR PAYMENT OF THE PREPAYMENT FEE IF LENDER EXERCISES ITS RIGHT TO ACCELERATE PAYMENT OF THE LOAN, INCLUDING WITHOUT LIMITATION, ACCELERATION UNDER A DUE-ON-SALE PROVISION; (C) BORROWER WAIVES ANY RIGHTS UNDER SECTION 2954.10 OF THE CALIFORNIA CIVIL CODE, OR ANY SUCCESSOR STATUTE; AND (D) LENDER HAS MADE THE LOAN PURSUANT TO THIS NOTE IN RELIANCE ON THESE AGREEMENTS. ______________________ BORROWER’S INITIALS Miscellaneous.

Prepayment. At any time after Notwithstanding the Original Issuance Date 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 provided that so long as no Event of Default has occurredoccurred since the Effective Date (whether declared by Lender or undeclared and regardless of whether or not cured), the then Borrower shall have the right right, exercisable on not less than five (5) Trading Days prior written notice to Lender to prepay any portion of the Outstanding Balance at any time of this Note, in full, in accordance with this Section 1. Any notice of prepayment hereunder (an “Optional RedemptionPrepayment Notice”), by paying ) shall be delivered to the Holder a sum of money equal to one hundred percent Lender at its registered address and shall state: (100%i) of the Outstanding Balance amount to be redeemed, together with all accrued and unpaid Interest (calculated only through the Redemption Payment Date), and any and all other sums due, accrued or payable to the Holder arising under this Note or any Transaction Document through the Redemption Payment Date as defined below (the “Redemption Amount”); provided, however, that the prepayment fee shall not exceed five percent (5%) of the Outstanding Balance amount to be prepaid. The Borrower’s election to exercise Borrower is exercising its right to prepay must be by notice in writing this Note, and (“Notice of Redemption”). The Notice of Redemption shall specify ii) 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 such Optional Redemption prepayment (the “Redemption Payment Optional Prepayment Date”), which Borrower shall make payment of the Optional Prepayment Amount (as defined below) to or upon the order of Lender as may be specified by Lender in writing to Borrower. If Borrower exercises its right to prepay this Note, Borrower shall make payment to Lender of an amount in cash equal to 125% (the “Prepayment Premium”) multiplied by the then Outstanding Balance of this Note (the “Optional Prepayment Amount”). In the event Borrower delivers the Optional Prepayment Amount to Lender prior to the 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 shall be fifteen that is five (155) Trading Days after from the date of that the Notice of Redemption (the “Redemption Period”). A Notice of Redemption Optional Prepayment Amount was delivered to Lender and Lender shall not be effective with respect entitled to any portion of the Outstanding Balance for which the Holder has a pending election to convert, or for conversions initiated or made by the Holder during the Redemption Period. On the Redemption Payment Date, the Redemption Amount, less any portion of the Redemption Amount against which the Holder has exercised exercise its conversion rightsrights set forth herein during such five (5) day period. In addition, shall be paid in good funds to the Holder. If the if Borrower delivers an Optional Prepayment Notice and fails to pay the Redemption Optional Prepayment Amount on due to Lender within two (2) Trading Days following the Redemption Payment Date as set forth hereinOptional Prepayment Date, then such Notice of Redemption will be null and voidBorrower shall forever forfeit its right to prepay this Note.

Prepayment. At any time after Notwithstanding the Original Issuance Date foregoing, so long as Borrower has not received a Lender Conversion Notice (as defined below) or a Redemption Notice (as defined below) from Lender where the applicable Conversion Shares have not yet been delivered and provided that so long as no Event of Default has occurredoccurred since the Effective Date (whether declared by Lender or undeclared and regardless of whether or not cured), the then Borrower shall have the right right, exercisable on not less than five (5) Trading Days prior written notice to Lender to prepay any portion of the Outstanding Balance at any time of this Note, in full, in accordance with this Section 1. Any notice of prepayment hereunder (an “Optional RedemptionPrepayment Notice”), by paying ) shall be delivered to the Holder a sum of money equal to one hundred percent Lender at its registered address and shall state: (100%i) of the Outstanding Balance amount to be redeemed, together with all accrued and unpaid Interest (calculated only through the Redemption Payment Date), and any and all other sums due, accrued or payable to the Holder arising under this Note or any Transaction Document through the Redemption Payment Date as defined below (the “Redemption Amount”); provided, however, that the prepayment fee shall not exceed five percent (5%) of the Outstanding Balance amount to be prepaid. The Borrower’s election to exercise Borrower is exercising its right to prepay must be by notice in writing this Note, and (“Notice of Redemption”). The Notice of Redemption shall specify ii) 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 such Optional Redemption prepayment (the “Redemption Payment Optional Prepayment Date”), which Borrower shall make payment of the Optional Prepayment Amount (as defined below) to or upon the order of Lender as may be specified by Lender in writing to Borrower. If Borrower exercises its right to prepay this Note, Borrower shall make payment to Lender of an amount in cash equal to 125% (the “Prepayment Premium”) multiplied by the then Outstanding Balance of this Note (the “Optional Prepayment Amount”). In the event Borrower delivers the Optional Prepayment Amount to Lender prior to the 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 shall be fifteen that is five (155) Trading Days after from the date of that the Notice of Redemption (the “Redemption Period”). A Notice of Redemption Optional Prepayment Amount was delivered to Lender and Lender shall not be effective with respect entitled to any portion of the Outstanding Balance for which the Holder has a pending election to convert, or for conversions initiated or made by the Holder during the Redemption Period. On the Redemption Payment Date, the Redemption Amount, less any portion of the Redemption Amount against which the Holder has exercised exercise its conversion rightsrights set forth herein during such five (5) day period. In addition, shall be paid in good funds to the Holder. If the if Borrower delivers an Optional Prepayment Notice and fails to pay the Redemption Optional Prepayment Amount on due to Lender within two (2) Trading Days following the Redemption Payment Date as set forth hereinOptional Prepayment Date, then such Notice of Redemption will be null and voidBorrower shall forever forfeit its right to prepay this Note.

Prepayment. At 14.1 The Borrower may not prepay all or any time after part of the Original Issuance principal of the Loan A before its Due Date (a “Prepayment”). Provided, however, that this shall not apply if the Prepayment is made pursuant to Clause 13 or Clause 34, or if the Borrower, in accordance with the procedures set forth below, obtains the prior written approval of all of the Lenders A who made the Individual Loan A in respect of which the Borrower gives notice of its desire to make a Prepayment (the “Relevant Prepayment Lenders A”), and provided that no Event of Default has occurredthe Agent. 14.2 If the Borrower desires to make a Prepayment, the Borrower shall have give a written notice to the right Agent no later than ten (10) Business Days prior to prepay any portion of the Outstanding Balance at any time date the Borrower desires to make the Prepayment (the “Optional RedemptionDesired Prepayment Date”), by paying to stating (a) the Holder a sum of money equal to one hundred percent (100%) Drawdown Date, the Repayment Date and the principal amount of the Outstanding Balance Individual Loan A for which the Borrower desires to make a Prepayment, (b) the principal amount for which the Borrower desires to be redeemedmake a Prepayment (not less than 100 million yen, together with all and in increments of 100 million yen), (c) that the Borrower will pay in full on the Desired Prepayment Date, the interest on the principal amount for which the Borrower desires to make a Prepayment that has accrued and unpaid Interest by the Desired Prepayment Date (calculated only through inclusive) (the Redemption Payment Date“Accrued Interest”), and any and all other sums due(d) the Desired Prepayment Date. The Agent shall notify the Relevant Prepayment Lenders A of items (a) through (d) of this Clause 14.2 by the Business Day immediately following the day the Agent receives notice from the Borrower, accrued or payable whereupon the Relevant Prepayment Lenders A shall notify the Agent no later than five (5) Business Days prior to the Holder arising under this Note Desired Prepayment Date of whether or not they approve such Prepayment. If such notice by any Transaction Document through of the Redemption Payment Relevant Prepayment Lenders A does not reach the Agent by five (5) Business Days prior to the Desired Prepayment Date, it shall be deemed that the Relevant Prepayment Lenders A did not approve such Prepayment. The Agent shall judge the acceptability of the Prepayment by four (4) Business Days prior to the Desired Prepayment Date, and notify the result to the Borrower and the Relevant Prepayment Lenders A. 14.3 The Relevant Prepayment Lenders A who approve the Prepayment in accordance with Clause 14.2 shall notify the Agent of the Break Funding Cost no later than 5 p.m. on two (2) Business Days prior to the Desired Prepayment Date. After receiving such notice, the Agent shall notify the Borrower of the same no later than one (1) Business Day prior to the Desired Prepayment Date. The Borrower shall pay on the Desired Prepayment Date to the Relevant Prepayment Lenders A who approve the Prepayment, in accordance with Clause 18, the total of the principal, the Accrued Interest and the Break Funding Cost in respect of the Loan A subject to such Prepayment. 14.4 If it is found that (i) the Fixed Trust Property Value as defined below of each Regular Collection Calculation Date cannot be maintained at an amount that is not less than 101% of the Total Outstanding Balance A, or (ii) the Fixed Trust Property Value as of each Extraordinary Collection Calculation Date cannot be maintained at an amount that is not less than the Total Outstanding Balance A, the Borrower shall make the Prepayment in accordance with the following procedures, no later than three (3) Business Days after the date such fact is found (if such fact is found at or after 11 a.m. on the Business Day immediately preceding the Drawdown Date to the Drawdown Date, including the Business Day immediately preceding the Drawdown Date; the “Redemption Amount”Discovery Date” in this Clause 14.4); provided, with respect to all of the Loan Receivables A or a part sufficient to satisfy the Trust Property Maintenance Standards. Provided, however, that the prepayment fee this shall not exceed five percent (5%) apply if the Borrower additionally entrusts the Trustee with monies sufficient to satisfy the Trust Property Maintenance Standards in accordance with the provisions of the Outstanding Balance Accounts Receivables Trust Agreement during the Business Day immediately following the Discovery Date, upon notifying the Trustee and the Agent of its intent to entrust additional funds (by submitting an Application for Additional Entrustment of Funds) no later than 11 a.m. on the Business Day immediately following the Discovery Date. (i) The Borrower shall notify the Agent of the principal amount subject to be prepaid. the Prepayment no later than 11 a.m. on the Business Day immediately following the Discovery Date (if it discovers such fact). (ii) The Borrower’s election Agent shall notify the Relevant Prepayment Lenders A and the Borrower by the Business Day immediately following the Discovery Date, of (a) the principal amount subject to exercise its right the Prepayment, (b) the interest on the principal amount subject to prepay must be the Prepayment that has accrued by notice in writing (“Notice of Redemption”). The Notice of Redemption shall specify the date for such Optional Redemption (inclusive) the Prepayment will be made (the “Redemption Payment DateAccrued Interest”), which and (c) the date the Prepayment will be made. (iii) Each of the Relevant Prepayment Lenders A receiving the notice pursuant to the preceding Item (i) shall notify the Agent of the Break Funding Cost in relation to such Relevant Prepayment Lender A no later than 12 p.m. on one (1) Business Day prior to the date the Prepayment will be fifteen made, and after receiving such notice, the Agent shall notify the Borrower of the same no later than one (151) Trading Days Business Day prior to the date the Prepayment will be made. (iv) The Borrower shall pay the total amount of the principal of the Loan A subject to Prepayment, and the Accrued Interest and Break Funding Costs thereon on the third (3rd) Business Day after the date Discovery Date, in accordance with the provisions of Clause 18. 14.5 The Borrower shall, in making the Prepayment of any parts of the Notice Loan Receivables A pursuant to Clause 14.4, first repay the Loan Receivables A in relation to the Individual Loan A of Redemption (which the “Redemption Period”). A Notice Drawdown Date arrives last, in the whole or any part thereof in an amount not less than 100 million yen and in increments of Redemption shall not be effective with respect 100 million yen sufficient to any portion satisfy the Trust Property Maintenance Standards, and if the repayment of all of the Outstanding Balance for Loan Receivables A in relation to the Individual Loan A of which the Holder has a pending election Drawdown Date arrives last is still not sufficient to convertsatisfy the Trust Property Maintenance Standards, or for conversions initiated or made by then the Holder during Borrower shall repay the Redemption Period. On Loan Receivables A in relation to the Redemption Payment Date, the Redemption Amount, less any portion Individual Loan A of the Redemption Amount against which the Holder has exercised its conversion rightsDrawdown Date arrives the next latest, in the whole or any part thereof in an amount not less than 100 million yen and in increments of 100 million yen sufficient to satisfy the Trust Property Maintenance Standards, and the same shall be paid in good funds to the Holder. If the Borrower fails to pay the Redemption Amount on the Redemption Payment Date as set forth herein, then such Notice of Redemption will be null and voidapply thereafter.

Prepayment. At any time after Notwithstanding the Original Issuance Date foregoing and provided that no an Event of Default (as defined below) has occurrednot occurred under this Note, at any time during the period beginning on the Issue Date and ending on the date which is one hundred eighty (180) calendar days following the Issue Date (the “Prepayment Termination Date”), the Borrower Company shall have the right, exercisable on a prior written notice (the “Optional Prepayment Notice”) to the Holder, to prepay up to the outstanding balance on this Note (the “Optional Prepayment Amount”), in full, in accordance with this Section. The Optional Prepayment Notice shall be delivered to the Holder at its registered addresses furnished to Company by written notice and shall state: (1) that the Company is exercising its right to prepay the Note, and (2) the date of prepayment (the “Optional Payment Date”) which shall be at least three (3) Business Days but not more than five (5) Business Days from the date of the Optional Prepayment Notice; and (3) the Optional Prepayment Amount as calculated as below. Upon receipt of the Option Prepayment Notice, the Holder shall have three (3) Business Days to elect to convert the Optional Prepayment Amount into equity securities of the Company in accordance with Section 3.1 herein. If the Holder elects not to convert such Optional Prepayment Amount, then on the Optional Prepayment Date the Company shall pay the Optional Prepayment Amount to or upon the order of the Holder as specified by the Holder in writing to the Company prior to the Optional Prepayment Date. The Optional Prepayment Amount is equal to the sum of (i) the Prepayment Factor (as defined below) multiplied by the then outstanding principal amount of this Note as of the date of the Optional Prepayment Notice, plus (ii) accrued and unpaid interest on the unpaid principal amount of this Note through the date of the Optional Prepayment Notice, provided that any portion of the Outstanding Balance then outstanding balance of Note for which the Company has received a Notice of Conversion (as defined below) from Holder prior to the Optional Prepayment Notice where the applicable Conversion Shares have not yet been delivered, shall not be included in the Optional Prepayment Amount. The Holder shall have three (3) Business Days from the date of the Optional Prepayment Notice to elect to convert the Optional Prepayment Amount into Ordinary Shares at any time the Fixed Conversion Price according to Section 3. For purposes hereof, the “Prepayment Factor” shall equal one hundred and twenty percent (“Optional Redemption”120%), by paying provided that such Prepayment Factor shall equal one hundred and ten percent (110%) if the Optional Prepayment Notice is provided on or before the date which is ninety (90) calendar days following the Issue Date hereof. After the Prepayment Termination Date, the Company shall have no right to provide an Optional Prepayment Notice to the Holder a sum to prepay this Note. For the avoidance of money equal to one hundred percent (100%) of doubt, the Outstanding Balance amount to be redeemed, together with all accrued and unpaid Interest (calculated only through the Redemption Payment Date), and any and all other sums due, accrued or payable to the Holder arising under this Note or any Transaction Document through the Redemption Payment Date as defined below (the “Redemption Amount”); provided, however, that the prepayment fee shall not exceed five percent (5%) of the Outstanding Balance amount to be prepaid. The Borrower’s election to Company may exercise its right to prepay must be by notice in writing (“the Note as long as the Optional Prepayment Notice of Redemption”). The Notice of Redemption shall specify the date for such Optional Redemption (the “Redemption Payment Date”), which date shall be fifteen (15) Trading Days after the date of the Notice of Redemption (the “Redemption Period”). A Notice of Redemption shall not be effective with respect is delivered to any portion of the Outstanding Balance for which the Holder has a pending election to convert, on or for conversions initiated or made by the Holder during the Redemption Period. On the Redemption Payment Date, the Redemption Amount, less any portion of the Redemption Amount against which the Holder has exercised its conversion rights, shall be paid in good funds prior to the Holder. If the Borrower fails to pay the Redemption Amount on the Redemption Payment Date as set forth herein, then such Notice of Redemption will be null and voidPrepayment Termination Date.

Prepayment. At any time after the Original Issuance Date and provided that no Event of Default has occurred, the Borrower (a) The Borrowers shall have the right at any time and from time to time to prepay any portion Borrowing, in whole or in part, upon at least two Business Days' prior written or telecopy notice (or telephone notice promptly confirmed by written or telecopy notice) to the Administrative Agent before 11:00 a.m., New York City time; PROVIDED, HOWEVER, that each partial prepayment shall be in an amount that is an integral multiple of $1,000,000 and not less than $5,000,000. (b) In the event of any termination of all the Refinancing Loan or Additional Loan Commitments, the Borrowers shall repay or prepay all applicable outstanding Borrowings on the date of such termination. In the event of any partial reduction of the Outstanding Balance Total Refinancing Loan Commitment, then (i) at any time (“Optional Redemption”), by paying or prior to the Holder a sum effective date of money equal to one hundred percent (100%) such reduction, the Administrative Agent shall notify the Borrowers and the Refinancing Facility Lenders of the Outstanding Balance Aggregate Credit Exposure after giving effect thereto and (ii) if the Aggregate Credit Exposure would exceed the Total Refinancing Loan Commitment after giving effect to such reduction, then the Borrowers shall, on the date of such reduction, repay or prepay Refinancing Revolving Facility Borrowings in an amount sufficient to be redeemedeliminate such excess. In the event of any partial reduction of the Total Additional Loan Commitment, together with all accrued and unpaid Interest then (calculated only through the Redemption Payment Date), and any and all other sums due, accrued x) at or payable prior to the Holder arising under this Note effective date of such reduction, the Administrative Agent shall notify the Borrowers and the Additional Facility Lenders of the outstanding principal amount of Additional Revolving Loans after giving effect thereto and (y) if the outstanding principal amount of Additional Revolving Loans after giving effect to such reduction would exceed the Total Additional Loan Commitment, then the Borrowers shall, on the date of such reduction, repay or any Transaction Document through the Redemption Payment Date as defined below prepay Additional Revolving Facility Borrowings in an amount sufficient to eliminate such excess. (the “Redemption Amount”); provided, however, that c) Each notice of prepayment shall specify the prepayment fee shall not exceed five percent date and the principal amount of each Borrowing (5%or portion thereof) of the Outstanding Balance amount to be prepaid. The Borrower’s election to exercise its right , shall be irrevocable and shall commit the Borrowers to prepay must be such Borrowing by notice in writing (“Notice of Redemption”). The Notice of Redemption shall specify the amount stated therein on the date for such Optional Redemption (the “Redemption Payment Date”), which date stated therein. All prepayments under this Section 2.11 shall be fifteen (15) Trading Days after subject to Section 2.15 but otherwise without premium or penalty. All prepayments under this Section 2.11 shall be accompanied by accrued interest on the principal amount being prepaid to the date of the Notice of Redemption (the “Redemption Period”). A Notice of Redemption shall not be effective with respect to any portion of the Outstanding Balance for which the Holder has a pending election to convert, or for conversions initiated or made by the Holder during the Redemption Period. On the Redemption Payment Date, the Redemption Amount, less any portion of the Redemption Amount against which the Holder has exercised its conversion rights, shall be paid in good funds to the Holder. If the Borrower fails to pay the Redemption Amount on the Redemption Payment Date as set forth herein, then such Notice of Redemption will be null and voidpayment.

Prepayment. At any time after Notwithstanding the Original Issuance Date foregoing, so long as Borrower has not received a Lender Conversion Notice (as defined below) or a Redemption Notice (as defined below) from Lender where the applicable Conversion Shares have not yet been delivered and provided that so long as no Event of Default has occurredoccurred since the Effective Date (whether declared by Lender or undeclared and regardless of whether or not cured), the then Borrower shall have the right right, exercisable on not less than five (5) Trading Days prior written notice to Lender to prepay any portion of the Outstanding Balance at any time of this Note, in full, in accordance with this Section 1. Any notice of prepayment hereunder (an “Optional RedemptionPrepayment Notice”), by paying ) shall be delivered to the Holder a sum of money equal to one hundred percent Lender at its registered address and shall state: (100%i) of the Outstanding Balance amount to be redeemed, together with all accrued and unpaid Interest (calculated only through the Redemption Payment Date), and any and all other sums due, accrued or payable to the Holder arising under this Note or any Transaction Document through the Redemption Payment Date as defined below (the “Redemption Amount”); provided, however, that the prepayment fee shall not exceed five percent (5%) of the Outstanding Balance amount to be prepaid. The Borrower’s election to exercise Borrower is exercising its right to prepay must be by notice in writing this Note, and (“Notice of Redemption”). The Notice of Redemption shall specify ii) 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 such Optional Redemption prepayment (the “Redemption Payment Optional Prepayment Date”), which Borrower shall make payment of the Optional Prepayment Amount (as defined below) to or upon the order of Lender as may be specified by Lender in writing to Borrower. If Borrower exercises its right to prepay this Note, Borrower shall make payment to Lender of an amount in cash equal to 110% (the “Prepayment Premium”) multiplied by the then Outstanding Balance of this Note (the “Optional Prepayment Amount”). In the event Borrower delivers the Optional Prepayment Amount to Lender prior to the 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 shall be fifteen that is five (155) Trading Days after from the date of that the Notice of Redemption (the “Redemption Period”). A Notice of Redemption Optional Prepayment Amount was delivered to Lender and Lender shall not be effective with respect entitled to any portion of the Outstanding Balance for which the Holder has a pending election to convert, or for conversions initiated or made by the Holder during the Redemption Period. On the Redemption Payment Date, the Redemption Amount, less any portion of the Redemption Amount against which the Holder has exercised exercise its conversion rightsrights set forth herein during such five (5) day period. In addition, shall be paid in good funds to the Holder. If the if Borrower delivers an Optional Prepayment Notice and fails to pay the Redemption Optional Prepayment Amount on due to Lender within two (2) Trading Days following the Redemption Payment Date as set forth hereinOptional Prepayment Date, then such Notice of Redemption will be null and voidBorrower shall forever forfeit its right to prepay this Note.

Prepayment. At Notwithstanding anything to the contrary contained in this Note, subject to the terms of this Section, at any time after during the Original Issuance period beginning on the Issue Date and provided that no Event of Default has occurredending on the date which is one hundred eighty (180) calendar days following the Issue Date (“Prepayment Termination Date”), the Borrower shall have the right to prepay any portion of the Outstanding Balance at any time right, exercisable on not less than five (“Optional Redemption”), by paying 5) Trading Days prior written notice to the Holder a sum of money equal this Note, to one hundred percent prepay up to the outstanding balance on this Note (100%) of the Outstanding Balance amount to be redeemed, together with all principal and accrued and unpaid Interest (calculated only through the Redemption Payment Dateinterest), and any and all other sums duein full, accrued or payable in accordance with this Section. Any notice of prepayment hereunder (an “Optional Prepayment Notice”) shall be delivered to the Holder arising under this of the Note or any Transaction Document through the Redemption Payment Date as defined below at its registered addresses and shall state: (the “Redemption Amount”); provided, however, 1) that the prepayment fee shall not exceed five percent (5%) of the Outstanding Balance amount to be prepaid. The Borrower’s election to exercise Borrower is exercising its right to prepay must be by notice in writing the Note, and (“Notice of Redemption”). The Notice of Redemption shall specify 2) the date for such Optional Redemption (the “Redemption Payment Date”), of prepayment which date shall be not more than fifteen (15) Trading Days after from the date of the Notice of Redemption Optional Prepayment Notice; and (3) the “Redemption Period”)amount (in dollars) that the Borrower is paying. A Notice of Redemption shall not be effective with respect to any portion Notwithstanding Holder’s receipt of the Outstanding Balance for which Optional Prepayment Notice the Holder has a pending election to may convert, or for conversions initiated continue to convert the Note in whole or made by in part until the Holder during the Redemption Period. On the Redemption Payment Date, the Redemption Amount, less any portion of the Redemption Optional Prepayment Amount against which the Holder has exercised its conversion rights, shall be (as defined herein) is paid in good funds to the Holder. On the date fixed for prepayment (the “Optional Prepayment Date”), the Borrower shall make payment of the Optional Prepayment Amount (as defined below) to or upon the order of the Holder as specified by the Holder in writing to the Borrower at least one (1) business day prior to the Optional Prepayment Date. If the Borrower exercises its right to prepay the Note, the Borrower shall make payment to the Holder of an amount in cash (the “Optional Prepayment Amount”) equal to the Prepayment Factor (as defined below), multiplied by the sum of: (w) the then outstanding principal amount of this Note plus (x) accrued and unpaid interest on the unpaid principal amount of this Note to the Optional Prepayment Date plus (y) Default Interest, if any, on the amounts referred to in clauses (w) and (x) plus (z) any amounts owed to the Holder pursuant to Sections 1.3 and 1.4(g) hereof. If the Borrower delivers an Optional Prepayment Notice and fails to pay the Redemption Optional Prepayment Amount on due to the Redemption Payment Holder of the Note within two (2) business days following the Optional Prepayment Date, the Borrower shall forever forfeit its right to prepay the Note pursuant to this Section. After the Prepayment Termination Date, the Borrower shall have no right to prepay this Note. For purposes hereof, the “Prepayment Factor” shall equal: one hundred five percent (105%) if the Optional Prepayment Date as set forth herein, then such Notice of Redemption will be null and voidoccurs during one (1) through sixty (60) calendar days following the Issue Date; one hundred twenty percent (120%) if the Optional Prepayment Date occurs sixty-one (61) through one hundred twenty (120) calendar days following the Issue Date; one hundred thirty percent (130%) if the Optional Prepayment Date occurs one hundred twenty-one (121) through one hundred eighty (180) calendar days following the Issue Date. Borrower shall not have any prepayment rights after one hundred eighty (180) calendar days following the Issue Date.

Prepayment. At The Company may, at its option, at any time after elect to prepay to the Original Issuance Date and provided that no Event Holders the Permitted Redemption Amount (as defined below), on the Permitted Redemption Date, by prepaying the aggregate unpaid principal amount of Default has occurredthe Note, in whole, or in part (the “Permitted Redemption”). On or prior to the date which is the fifth (5th) Business Day prior to the proposed Permitted Redemption Date, the Borrower Company shall have deliver written notice (the right “Permitted Redemption Notice”) to the Holders stating (i) that the Company elects to prepay any the Note pursuant to the Permitted Redemption, and (ii) the proposed Permitted Redemption Date. The Permitted Redemption Amount shall be equal to (A) all or a portion of the Outstanding Balance at any time (“Optional Redemption”), by paying to the Holder a sum of money equal to one hundred percent (100%) unpaid outstanding principal amount of the Outstanding Balance amount to be redeemedNote, together with (B) all accrued and unpaid Interest (calculated only through the Redemption Payment Date), and any and all other sums due, accrued or payable to the Holder arising under this Note or any Transaction Document through the Redemption Payment Date as defined below (the “Redemption Amount”); provided, however, that the prepayment fee shall not exceed five percent (5%) of the Outstanding Balance amount to be prepaid. The Borrower’s election to exercise its right to prepay must be by notice in writing (“Notice of Redemption”). The Notice of Redemption shall specify the date for such Optional Redemption (the “Redemption Payment Date”), which date shall be fifteen (15) Trading Days after the date of the Notice of Redemption (the “Redemption Period”). A Notice of Redemption shall not be effective interest with respect to any portion of such principal amount and all accrued and unpaid fees, and (C) all other amounts due under the Outstanding Balance Transaction Documents. The Company acknowledges and agrees that subsection (d) represents bargained for which consideration in exchange for the Holder has a pending election right and privilege to convert, or for conversions initiated or made by prepay the Holder during the Note. A Permitted Redemption Period. On the Redemption Payment Date, the Redemption Amount, less any portion of the Redemption Amount against which the Holder has exercised its conversion rights, Notice delivered pursuant to this subsection shall be paid in good funds to the Holderirrevocable. If the Borrower fails Company elects to pay prepay the Note pursuant to a Permitted Redemption under subsection (a), then the Permitted Redemption Amount which is to be paid to the Holders on the Permitted Redemption Payment Date as set forth hereinshall be redeemed by the Company on the Permitted Redemption Date, then such Notice and the Company shall pay to the Holders on the Permitted Redemption Date, by wire transfer of immediately available funds, an amount in cash equal to the Permitted Redemption will be null and voidAmount.

Prepayment. At Notwithstanding anything to the contrary contained in this Note, at any time after during the Original Issuance Date and provided that no Event of Default has occurredperiods set forth on the table immediately following this paragraph (the “Prepayment Periods”), the Borrower shall have the right to prepay any portion of the Outstanding Balance at any time right, exercisable on not more than three (“Optional Redemption”), by paying 3) Trading Days prior written notice to the Holder a sum of money equal to one hundred percent (100%) of the Outstanding Balance amount Note to be redeemed, together with all prepay the outstanding Note (principal and accrued and unpaid Interest (calculated only through the Redemption Payment Dateinterest), and any and all other sums duein full, accrued or payable in accordance with this Section 1.7. Any notice of prepayment hereunder (an “Optional Prepayment Notice”) shall be delivered to the Holder arising under this of the Note or any Transaction Document through the Redemption Payment Date as defined below at its registered addresses and shall state: (the “Redemption Amount”); provided, however, 1) that the prepayment fee shall not exceed five percent (5%) of the Outstanding Balance amount to be prepaid. The Borrower’s election to exercise Borrower is exercising its right to prepay must be by notice in writing the Note, and (“Notice of Redemption”). The Notice of Redemption shall specify 2) the date of prepayment which shall be not more than three (3) Trading Days from the date of the Optional Prepayment Notice. On the date fixed for such Optional Redemption prepayment (the “Redemption Payment Optional Prepayment Date”), which date the Borrower shall be fifteen (15) Trading Days after the date make payment of the Notice of Redemption Optional Prepayment Amount (as defined below) to Holder, or upon the “Redemption Period”). A Notice of Redemption shall not be effective with respect to any portion direction of the Outstanding Balance for which the Holder has a pending election to convert, or for conversions initiated or made as specified by the Holder during in a writing to the Redemption Period. On the Redemption Payment Date, the Redemption Amount, less any portion of the Redemption Amount against Borrower (which shall direction to be sent to Borrower by the Holder has exercised its conversion rights, shall be paid in good funds at least one (1) business day prior to the HolderOptional Prepayment Date). If the Borrower exercises its right to prepay the Note, the Borrower shall make payment to the Holder of an amount in cash equal to the percentage (“Prepayment Percentage”) as set forth in the table immediately following this paragraph opposite the applicable Prepayment Period, multiplied by the sum of: (w) the then outstanding principal amount of this Note plus (x) accrued and unpaid interest on the unpaid principal amount of this Note to the Optional Prepayment Date plus (y) Default Interest, if any, on the amounts referred to in clauses (w) and (x) plus (z) any amounts owed to the Holder pursuant to Section 1.4 hereof (the “Optional Prepayment Amount”). If the Borrower delivers an Optional Prepayment Notice and fails to pay the Redemption Optional Prepayment Amount due to the Holder of the Note within two (2) business days following the Optional Prepayment Date, the Borrower shall forever forfeit its right to prepay the Note pursuant to this Section 1.7. 1. The period beginning on the Redemption Payment Issue Date as set forth hereinand ending on the date which is thirty (30) days following the Issue Date. 115% 2. The period beginning on the date which is thirty-one (31) days following the Issue Date and ending on the date which is sixty (60) days following the Issue Date. 120% 3. The period beginning on the date which is sixty-one (61) days following the Issue Date and ending on the date which is ninety (90) days following the Issue Date. 125% 4. The period beginning on the date that is ninety-one (91) day from the Issue Date and ending one hundred twenty (120) days following the Issue Date. 130% 5. The period beginning on the date that is one hundred twenty-one (121) day from the Issue Date and ending one hundred fifty (150) days following the Issue Date. 135% 6. The period beginning on the date that is one hundred fifty-one (151) day from the Issue Date and ending one hundred eighty (180) days following the Issue Date. 140% After the expiration of one hundred eighty (180) days following the Issue Date, then such Notice the Borrower shall have no right of Redemption will be null and voidprepayment.

Prepayment. At any time after the Original Issuance Date and provided that So long as no Event of Default (as defined below) has occurred, the Borrower shall have the right right, exercisable on not less than five (5) Trading Days prior written notice to Lender to prepay any portion of the Outstanding Balance at any time (“Optional Redemption”), by paying to the Holder a sum of money equal to one hundred percent (100%) of the Outstanding Balance amount to be redeemed, together with all accrued and unpaid Interest (calculated only through the Redemption Payment Date), and any and all other sums due, accrued or payable to the Holder arising under this Note or any Transaction Document through the Redemption Payment Date as defined below (the “Redemption Amount”); provided, however, that the prepayment fee shall not exceed five percent (5%) of the Outstanding Balance amount to be prepaid. The Borrower’s election to exercise its right to prepay must be by notice in writing (“Notice of Redemption”). The Notice of Redemption shall specify the date for less such Optional Redemption (the “Redemption Payment Date”), which date shall be fifteen (15) Trading Days after the date of the Notice of Redemption (the “Redemption Period”). A Notice of Redemption shall not be effective with respect to any portion of the Outstanding Balance for which Borrower has received a Conversion Notice (as defined below) from Lender where the Holder has a pending election applicable Conversion Shares have not yet been delivered) of this Note, in part or in full, in accordance with this Section 1.2. Any notice of prepayment hereunder (an “Optional Prepayment Notice”) shall be delivered to convertLender at its registered address or through email and shall state: (i) that Borrower is exercising its right to prepay this Note, or for conversions initiated or made by and (ii) the Holder during date of prepayment, which shall be not less than five (5) Trading Days from the Redemption Perioddate of the Optional Prepayment Notice. On the Redemption Payment 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. For the avoidance of doubt, ▇▇▇▇▇▇ shall be entitled to exercise its Conversion (as defined below) rights until the Optional Prepayment Date. If Borrower exercises its right to prepay this Note, Borrower shall make payment to Lender of an amount in cash equal to 120% multiplied by the then Outstanding Balance of this Note being prepaid (the “Optional Prepayment Amount”). In the event Borrower delivers the Optional Prepayment Amount to Lender prior to the Optional Prepayment Date, the Redemption AmountOptional Prepayment Amount shall not be deemed to have been paid to Lender until the Optional Prepayment Date. In the event Borrower delivers the Optional Prepayment Amount without an Optional Prepayment Notice, less any portion of then the Redemption Optional Prepayment Date will be deemed to be the date that is five (5) Trading Days from the date that the Optional Prepayment Amount against which the Holder has exercised was delivered to Lender and Lender shall be entitled to exercise its conversion rightsrights set forth herein during such five (5) Trading Day period. In addition, shall be paid in good funds to the Holder. If the if Borrower delivers an Optional Prepayment Notice and fails to pay the Redemption Optional Prepayment Amount on due to Lender within five (5) Trading Days following the Redemption Payment Date as set forth hereinOptional Prepayment Date, then such Notice of Redemption will be null and voidBorrower shall forever forfeit its right to prepay this Note.

Prepayment. At any time after prior to the Original Issuance Date and provided date that no an Event of Default has occurredoccurs under this Note (the “Prepayment Period”), the Borrower shall have the right, exercisable on one (1) Trading Day prior written notice to the Holder of the Note, to prepay the outstanding Principal Amount and interest then due under this Note in accordance with this Section 1.9. Any notice of prepayment hereunder (an “Optional Prepayment Notice”) shall be delivered to the Holder of the Note at its registered addresses and shall state: (1) that the Borrower is exercising its right to prepay the Note, and (2) the date of prepayment which shall be one (1) Trading Day from the date of the Optional Prepayment Notice. On the date fixed for prepayment (the “Optional Prepayment Date”), the Borrower shall make payment of the amounts designated below to or upon the order of the Holder as specified by the Holder in writing to the Borrower. If the Borrower exercises its right to prepay the Note in accordance with this Section 1.9, the Borrower shall make payment to the Holder of an amount in cash equal to the sum of: (w) 100% multiplied by the Principal Amount then outstanding plus (x) accrued and unpaid interest on the Principal Amount to the Optional Prepayment Date plus (y) $750.00 to reimburse Holder for administrative fees. Upon confirmation by Holder that the prepayment has been received by the Holder and that all amounts outstanding under this Note are paid in full, the Holder shall return the Second Commitment Shares back to the Company’s treasury, subject to the terms of this Note. If the Borrower delivers an Optional Prepayment Notice and fails to pay the applicable prepayment amount due to the Holder of the Note as provided in this Section 1.9, then the Borrower shall forever forfeit its right to prepay any portion part of the Outstanding Balance at any time (“Optional Redemption”), by paying Note pursuant to this Section 1.9 and the Holder shall no longer be required to return the Second Commitment Shares to the Holder a sum of money equal to one hundred percent (100%) of the Outstanding Balance amount to be redeemed, together with all accrued and unpaid Interest (calculated only through the Redemption Payment Date), and Borrower under any and all other sums due, accrued or payable to the Holder arising under this Note or any Transaction Document through the Redemption Payment Date as defined below (the “Redemption Amount”); provided, however, that the prepayment fee shall not exceed five percent (5%) of the Outstanding Balance amount to be prepaid. The Borrower’s election to exercise its right to prepay must be by notice in writing (“Notice of Redemption”). The Notice of Redemption shall specify the date for such Optional Redemption (the “Redemption Payment Date”), which date shall be fifteen (15) Trading Days after the date of the Notice of Redemption (the “Redemption Period”). A Notice of Redemption shall not be effective with respect to any portion of the Outstanding Balance for which the Holder has a pending election to convert, or for conversions initiated or made by the Holder during the Redemption Period. On the Redemption Payment Date, the Redemption Amount, less any portion of the Redemption Amount against which the Holder has exercised its conversion rights, shall be paid in good funds to the Holder. If the Borrower fails to pay the Redemption Amount on the Redemption Payment Date as set forth herein, then such Notice of Redemption will be null and voidcircumstances.

Prepayment. At 12.1 The Borrower may not prepay all or any time after part of the Original Issuance principal of the Loan before its Due Date (a “Prepayment”). Provided, however, that this shall not apply if the Prepayment is made pursuant to Clause 9 or Clause 31, or if the Borrower, in accordance with the procedures set forth below, obtains the prior written approval of all of the Lenders who made the Loan in respect of which the Borrower gave notice of its desire to prepay (“Relevant Prepayment Lenders”), and provided that no Event of Default has occurredthe Agent. 12.2 If the Borrower desires to make a Prepayment, the Borrower shall have the right to prepay any portion of the Outstanding Balance at any time (“Optional Redemption”), by paying give a written notice to the Holder a sum of money equal to one hundred percent (100%) of Agent by the Outstanding Balance amount to be redeemed, together with all accrued and unpaid Interest (calculated only through the Redemption Payment Date), and any and all other sums due, accrued or payable tenth Business Day prior to the Holder arising under this Note or any Transaction Document through date the Redemption Payment Date as defined below Borrower desires to make the Prepayment (the “Redemption Amount”); provided, however, that the prepayment fee shall not exceed five percent (5%) of the Outstanding Balance amount to be prepaid. The Borrower’s election to exercise its right to prepay must be by notice in writing (“Notice of Redemption”). The Notice of Redemption shall specify the date for such Optional Redemption (the “Redemption Payment Desired Prepayment Date”), which date shall be fifteen stating (15a) Trading Days after the date principal amount the Borrower desires to prepay (not less than 1,200 million yen, in increments of 1,200 million yen), (b) that the Notice of Redemption Borrower will pay in full on the Desired Prepayment Date, the interest (the “Redemption PeriodAccrued Interest”) on the principal amount desired to be prepaid that has accrued by the Desired Prepayment Date (inclusive), and (c) the Desired Prepayment Date. A Notice After receiving notice from the Borrower, the Agent shall notify the Relevant Prepayment Lenders of Redemption items (a) through (c) of this Clause 12.2 by the ninth Business Day prior to the Desired Prepayment Date, whereupon the Relevant Prepayment Lenders shall notify the Agent by the fifth Business Day prior to the Desired Prepayment Date of whether or not it approves such Prepayment. If such notice by any Relevant Prepayment Lender does not reach the Agent by the fifth Business Day prior to the Desired Prepayment Date, it shall be deemed that the Relevant Prepayment Lender did not approve such Prepayment. The Agent shall judge the acceptability of the Prepayment by the fourth Business Day prior to the Desired Prepayment Date, and notify the result to the Borrower and the Relevant Prepayment Lenders. 12.3 If the Prepayment is approved in accordance with Clause 12.2, the Relevant Prepayment Lenders shall notify the Agent of the Break Funding Cost by the second Business Day prior to the Desired Prepayment Date. After receiving such notice, the Agent shall notify the Borrower of the same by the first Business Day prior to the Desired Prepayment Date. The Borrower shall pay, in accordance with Clause 16, the total of the principal, the Accrued Interest and the Break Funding Cost in respect of the Loan to be prepaid on the Desired Prepayment Date. 12.4 The amount prepaid under this Clause shall be preferentially appropriated to the obligation with respect to the later Repayment Date. The Borrower shall not be effective with respect entitled to any portion of demand to re-borrow the Outstanding Balance for which the Holder has a pending election to convert, or for conversions initiated or made by the Holder during the Redemption Period. On the Redemption Payment Date, the Redemption Amount, less any portion of the Redemption Amount against which the Holder has exercised its conversion rights, shall be paid in good funds to the Holder. If the Borrower fails to pay the Redemption Amount on the Redemption Payment Date as set forth herein, then such Notice of Redemption will be null and voidprepaid amount.

Prepayment. At 14.1 The Borrower may not prepay all or any time after part of the Original Issuance principal of the Loan B before its Due Date (a “Prepayment”). Provided, however, that this shall not apply if the Prepayment is made pursuant to Clause 13 or Clause 34, or if the Borrower, in accordance with the procedures set forth below, obtains the prior written approval of all of the Lenders B who made the Individual Loan B in respect of which the Borrower gives notice of its desire to make a Prepayment (the “Relevant Prepayment Lenders B”), and provided that no Event of Default has occurredthe Agent. 14.2 If the Borrower desires to make a Prepayment, the Borrower shall have the right to prepay any portion of the Outstanding Balance at any time (“Optional Redemption”), by paying give a written notice to the Holder a sum of money equal to one hundred percent Agent no later than ten (100%10) of the Outstanding Balance amount to be redeemed, together with all accrued and unpaid Interest (calculated only through the Redemption Payment Date), and any and all other sums due, accrued or payable Business Days prior to the Holder arising under this Note or any Transaction Document through date the Redemption Payment Date as defined below Borrower desires to make the Prepayment (the “Redemption Amount”); provided, however, that the prepayment fee shall not exceed five percent (5%) of the Outstanding Balance amount to be prepaid. The Borrower’s election to exercise its right to prepay must be by notice in writing (“Notice of Redemption”). The Notice of Redemption shall specify the date for such Optional Redemption (the “Redemption Payment Desired Prepayment Date”), which date shall be fifteen stating (15a) Trading Days after the date Drawdown Date, the Repayment Date and the principal amount of the Notice Individual Loan B for which the Borrower desires to make a Prepayment, (b) the principal amount for which the Borrower desires to make a Prepayment (not less than 100 million yen, and in increments of Redemption 100 million yen), (c) that the Borrower will pay in full on the Desired Prepayment Date, the interest on the principal amount for which the Borrower desires to make a Prepayment that has accrued by the Desired Prepayment Date (inclusive) (the “Redemption PeriodAccrued Interest”), and (d) the Desired Prepayment Date. A Notice The Agent shall notify the Relevant Prepayment Lenders B of Redemption items (a) through (d) of this Clause 14.2 by the Business Day immediately following the day the Agent receives notice from the Borrower, whereupon the Relevant Prepayment Lenders B shall notify the Agent no later than five (5) Business Days prior to the Desired Prepayment Date of whether or not be effective with respect to they approve such Prepayment. If such notice by any portion of the Outstanding Balance for which Relevant Prepayment Lenders B does not reach the Holder has a pending election Agent by five (5) Business Days prior to convert, or for conversions initiated or made by the Holder during the Redemption Period. On the Redemption Payment Desired Prepayment Date, it shall be deemed that the Redemption Amount, less any portion Relevant Prepayment Lenders B did not approve such Prepayment. The Agent shall judge the acceptability of the Redemption Amount against which the Holder has exercised its conversion rights, shall be paid in good funds Prepayment by four (4) Business Days prior to the Holder. If Desired Prepayment Date, and notify the result to the Borrower fails and the Relevant Prepayment Lenders B. 14.3 The Relevant Prepayment Lenders B who approve the Prepayment in accordance with Clause 14.2 shall notify the Agent of the Break Funding Cost no later than 5 p.m. on two (2) Business Days prior to pay the Redemption Amount on Desired Prepayment Date. After receiving such notice, the Redemption Payment Date as set forth herein, then such Notice Agent shall notify the Borrower of Redemption will be null and void.the same no later than one (1) Business

Prepayment. At any time after the Original Issuance Date and provided that So long as no Event of Default (as defined below) has occurred, the Borrower shall have the right right, exercisable on not less than five (5) Trading Days prior written notice to Lender to prepay any portion of the Outstanding Balance at any time (“Optional Redemption”), by paying to the Holder a sum of money equal to one hundred percent (100%) of the Outstanding Balance amount to be redeemed, together with all accrued and unpaid Interest (calculated only through the Redemption Payment Date), and any and all other sums due, accrued or payable to the Holder arising under this Note or any Transaction Document through the Redemption Payment Date as defined below (the “Redemption Amount”); provided, however, that the prepayment fee shall not exceed five percent (5%) of the Outstanding Balance amount to be prepaid. The Borrower’s election to exercise its right to prepay must be by notice in writing (“Notice of Redemption”). The Notice of Redemption shall specify the date for less such Optional Redemption (the “Redemption Payment Date”), which date shall be fifteen (15) Trading Days after the date of the Notice of Redemption (the “Redemption Period”). A Notice of Redemption shall not be effective with respect to any portion of the Outstanding Balance for which Borrower has received a Conversion Notice (as defined below) from Lender where the Holder has a pending election applicable Conversion Shares have not yet been delivered) of this Note, in part or in full, in accordance with this Section 1.2. Any notice of prepayment hereunder (an “Optional Prepayment Notice”) shall be delivered to convertLender at its registered address or through email and shall state: (i) that Borrower is exercising its right to prepay this Note, or for conversions initiated or made by and (ii) the Holder during date of prepayment, which shall be not less than five (5) Trading Days from the Redemption Perioddate of the Optional Prepayment Notice. On the Redemption Payment date fixed for prepayment (the “Optional Prepayment Date”), Borrower shall make payment of the Optional Prepayment Amount (as defined below) to or upon the order of Lender as may be specified by L▇▇▇▇▇ in writing to Borrower. For the avoidance of doubt, L▇▇▇▇▇ shall be entitled to exercise its Conversion (as defined below) rights until the Optional Prepayment Date. If Borrower exercises its right to prepay this Note, Borrower shall make payment to Lender of an amount in cash equal to 120% multiplied by the then Outstanding Balance of this Note being prepaid (the “Optional Prepayment Amount”). In the event Borrower delivers the Optional Prepayment Amount to Lender prior to the Optional Prepayment Date, the Redemption AmountOptional Prepayment Amount shall not be deemed to have been paid to Lender until the Optional Prepayment Date. In the event Borrower delivers the Optional Prepayment Amount without an Optional Prepayment Notice, less any portion of then the Redemption Optional Prepayment Date will be deemed to be the date that is five (5) Trading Days from the date that the Optional Prepayment Amount against which the Holder has exercised was delivered to Lender and Lender shall be entitled to exercise its conversion rightsrights set forth herein during such five (5) Trading Day period. In addition, shall be paid in good funds to the Holder. If the if Borrower delivers an Optional Prepayment Notice and fails to pay the Redemption Optional Prepayment Amount on due to Lender within five (5) Trading Days following the Redemption Payment Date as set forth hereinOptional Prepayment Date, then such Notice of Redemption will be null and voidBorrower shall forever forfeit its right to prepay this Note.

Prepayment. At Notwithstanding anything to the contrary contained in this Note, subject to the terms of this Section, at any time after during the Original Issuance period beginning on the Issue Date and provided ending on the date which is six (6) months following the Issue Date ("Prepayment Terminat ion Date"), Borrower shall have the right, exercisable on not less than five (5) Trading Days prior written notice to the Holder of this Note, to prepay the outstanding balance on this Note (principal and accrued interest), in full, in accordance with this Section. Any notice of prepayment hereunder (an "Optional Prepayment Notice") shall be delivered to the Holder of the Note at its registered addresses and shall state: (1) that no Event the Borrower is exercising its right to prepay the Note, and (2) the date of prepayment which shall be not more than ten (10) Trading Days from the date of the Optional Prepayment Notice. On the date fixed for prepayment (the "Optional Prepayment Date"), the Borrower shall make payment of the Optional Prepayment Amount (as defined below) to or upon the order of the Holder as specified by the Holder in writing to the Borrower at least one (1) business day prior to the Optional Prepayment Date. If the Borrower exercises its right to prepay the Note, the Borrower shall make payment to the Holder of an amount in cash (the "Optional Prepayment Amount") equal to the Prepayment Factor (as defined below), multiplied by the sum of: (w) the then outstanding principal amount of this Note plus (x) accrued and unpaid interest on the unpaid principal amount of this Note to the Optional Prepayment Date plus (y) Default has occurredInterest, if any, on the amounts referred to in clauses (w) and (x) plus (z) any amounts owed to the Holder pursuant to Sections 1.3 and 1.4(g) hereof. If the Borrower delivers an Optional Prepayment Notice and fails to pay the Optional Prepayment Amount due to the Holder of the Note within two (2) business days following the Optional Prepayment Date, the Borrower shall forever forfeit its right to prepay the Note pursuant to this Section. After the Prepayment Termination Date, the Borrower shall have the no right to prepay any portion of this Note. For purposes hereof, the Outstanding Balance at any time (“Optional Redemption”), by paying to the Holder a sum of money "Prepayment Factor" shall equal to one hundred percent (100%) of the Outstanding Balance amount to be redeemed, together with all accrued and unpaid Interest (calculated only through the Redemption Payment Date), and any and all other sums due, accrued or payable to the Holder arising under this Note or any Transaction Document through the Redemption Payment Date as defined below (the “Redemption Amount”); provided, however, that the prepayment fee shall not exceed forty-five percent (5145%), provided that such Prepayment factor shall equal one hundred and thirty percent (130%) of if the Outstanding Balance amount to be prepaid. The Borrower’s election to exercise its right to prepay must be by notice in writing (“Notice of Redemption”). The Notice of Redemption shall specify Optional Prepayment Date occurs on or before the date for such Optional Redemption which is ninety (90) days following the “Redemption Payment Date”), which date shall be fifteen (15) Trading Days after the date of the Notice of Redemption (the “Redemption Period”). A Notice of Redemption shall not be effective with respect to any portion of the Outstanding Balance for which the Holder has a pending election to convert, or for conversions initiated or made by the Holder during the Redemption Period. On the Redemption Payment Date, the Redemption Amount, less any portion of the Redemption Amount against which the Holder has exercised its conversion rights, shall be paid in good funds to the Holder. If the Borrower fails to pay the Redemption Amount on the Redemption Payment Issue Date as set forth herein, then such Notice of Redemption will be null and voidhereof.

Prepayment. At Notwithstanding anything to the contrary contained in this Note, so long as the Borrower has not received a Notice of Conversion from the Holder, then at any time after during the Original Issuance period beginning on the Issue Date and provided that no Event of Default has occurredending on the date which is ninety (90) days following the issue date, the Borrower shall have the right to prepay any portion of the Outstanding Balance at any time right, exercisable on not less than three (“Optional Redemption”), by paying 3) Trading Days prior written notice to the Holder a sum of money equal to one hundred percent (100%) of the Outstanding Balance amount Note to be redeemed, together with all prepay the outstanding Note (princi pal and accrued and unpaid Interest (calculated only through the Redemption Payment Dateinterest), and any and all other sums duein full, accrued or payable in accordance with this Section 1.9. Any notice of prepayment hereunder (an “Optional Prepayment Notice”) shall be delivered to the Holder arising under this of the Note or any Transaction Document through the Redemption Payment Date as defined below at its registered address and shall state: (the “Redemption Amount”); provided, however, 1) that the prepayment fee shall not exceed five percent (5%) of the Outstanding Balance amount to be prepaid. The Borrower’s election to exercise ▇▇▇▇ ower is exercising its right to prepay must be by notice in writing the Note, and (“Notice of Redemption”). The Notice of Redemption shall specify 2) the date of prepayment which shall be not more than three (3) Trading Days from the date of the Optional Prepayment Notice. On the date fixed for such Optional Redemption prepayment (the “Redemption Payment Optional Prepayment Date”), which date the Borrower shall be fifteen (15) Trading Days after the date make payment of the Notice Optional Prepayment Amount (as defined below) to or upon the order of Redemption the Holder as specified by the Holder in writing to the Borrower at least one (1) business day prior to the Optional Prepayment Date. If th e Borrower exercises its right to prepay the Note, the Borrower shall make payment to the Holder of an amount in cash (the “Redemption PeriodOptional Prepayment Amount”). A Notice ) equal to 150%, multiplied by the sum of: (w) the then outstanding principal amount of Redemption shall not be effective with respect this Note plus (x) accrued and unpaid interest on the unpaid principal amount of this Note to the Optional Prepayment Date plus (y) Default Interest, if any, on the amounts referred to in clauses (w) and (x) plus (z) any portion of the Outstanding Balance for which amounts owed to the Holder has a pending election pursuant to convert, or for conversions initiated or made by the Holder during the Redemption Period. On the Redemption Payment Date, the Redemption Amount, less any portion of the Redemption Amount against which the Holder has exercised its conversion rights, shall be paid in good funds to the HolderSections 1.3 and 1.4(g) hereof. If the Borrower delivers and Optional Prepayment Notice and fails to pay t he Optional Prepayment Amount due to the Redemption Amount on Holder of the Redemption Payment Date as set forth hereinNote within two (2) business days following the Optional Prepayment Date, then such Notice of Redemption will be null and voidthe Borrower shall forever forfeit its right to prepay the Note pursuant to this Section 1.9.

Prepayment. At 12.1 The Borrower may not prepay all or any time after part of the Original Issuance principal of the Loan before its Due Date (a “Prepayment”). Provided, however, that this shall not apply if the Prepayment is made pursuant to Clause 9 or Clause 31, or if the Borrower, in accordance with the procedures set forth below, obtains the prior written approval of all of the Lenders who made the Loan in respect of which the Borrower gave notice of its desire to prepay (“Relevant Prepayment Lenders”), and provided that no Event of Default has occurredthe Agent. 12.2 If the Borrower desires to make a Prepayment, the Borrower shall have the right to prepay any portion of the Outstanding Balance at any time (“Optional Redemption”), by paying give a written notice to the Holder a sum of money equal to one hundred percent (100%) of Agent by the Outstanding Balance amount to be redeemed, together with all accrued and unpaid Interest (calculated only through the Redemption Payment Date), and any and all other sums due, accrued or payable tenth Business Day prior to the Holder arising under this Note or any Transaction Document through date the Redemption Payment Date as defined below Borrower desires to make the Prepayment (the “Redemption Amount”); provided, however, that the prepayment fee shall not exceed five percent (5%) of the Outstanding Balance amount to be prepaid. The Borrower’s election to exercise its right to prepay must be by notice in writing (“Notice of Redemption”). The Notice of Redemption shall specify the date for such Optional Redemption (the “Redemption Payment Desired Prepayment Date”), which date shall be fifteen stating (15a) Trading Days after the date principal amount the Borrower desires to prepay (not less than 1,800 million yen, in increments of 1,800 million yen), (b) that the Notice of Redemption Borrower will pay in full on the Desired Prepayment Date, the interest (the “Redemption PeriodAccrued Interest”) on the principal amount desired to be prepaid that has accrued by the Desired Prepayment Date (inclusive), and (c) the Desired Prepayment Date. A Notice After receiving notice from the Borrower, the Agent shall notify the Relevant Prepayment Lenders of Redemption items (a) through (c) of this Clause 12.2 by the ninth Business Day prior to the Desired Prepayment Date, whereupon the Relevant Prepayment Lenders shall notify the Agent by the fifth Business Day prior to the Desired Prepayment Date of whether or not it approves such Prepayment. If such notice by any Relevant Prepayment Lender does not reach the Agent by the fifth Business Day prior to the Desired Prepayment Date, it shall be deemed that the Relevant Prepayment Lender did not approve such Prepayment. The Agent shall judge the acceptability of the Prepayment by the fourth Business Day prior to the Desired Prepayment Date, and notify the result to the Borrower and the Relevant Prepayment Lenders. 12.3 If the Prepayment is approved in accordance with Clause 12.2, the Relevant Prepayment Lenders shall notify the Agent of the Break Funding Cost by the second Business Day prior to the Desired Prepayment Date. After receiving such notice, the Agent shall notify the Borrower of the same by the first Business Day prior to the Desired Prepayment Date. The Borrower shall pay, in accordance with Clause 16, the total of the principal, the Accrued Interest and the Break Funding Cost in respect of the Loan to be prepaid on the Desired Prepayment Date. 12.4 The amount prepaid under this Clause shall be preferentially appropriated to the obligation with respect to the later Repayment Date. The Borrower shall not be effective with respect entitled to any portion of demand re-borrow the Outstanding Balance for which the Holder has a pending election to convert, or for conversions initiated or made by the Holder during the Redemption Period. On the Redemption Payment Date, the Redemption Amount, less any portion of the Redemption Amount against which the Holder has exercised its conversion rights, shall be paid in good funds to the Holder. If the Borrower fails to pay the Redemption Amount on the Redemption Payment Date as set forth herein, then such Notice of Redemption will be null and voidprepaid amount.

Prepayment. At Notwithstanding anything to the contrary contained in this Note, at any time after during the Original Issuance Date and provided that no Event of Default has occurredperiods set forth on the table immediately following this paragraph (the “Prepayment Periods”), the Borrower shall have the right to prepay any portion of the Outstanding Balance at any time right, exercisable on not more than three (“Optional Redemption”), by paying 3) Trading Days prior written notice to the Holder a sum of money equal to one hundred percent (100%) of the Outstanding Balance amount Note to be redeemed, together with all prepay the outstanding Note (principal and accrued and unpaid Interest (calculated only through the Redemption Payment Dateinterest), and any and all other sums duein full, accrued or payable in accordance with this Section 1(a). Any notice of prepayment hereunder (an “Optional Prepayment Notice”) shall be delivered to the Holder arising under this of the Note or any Transaction Document through the Redemption Payment Date as defined below at its registered addresses and shall state: (the “Redemption Amount”); provided, however, 1) that the prepayment fee shall not exceed five percent (5%) of the Outstanding Balance amount to be prepaid. The Borrower’s election to exercise Borrower is exercising its right to prepay must be by notice in writing the Note, and (“Notice of Redemption”). The Notice of Redemption shall specify 2) the date of prepayment which shall be not more than three (3) Trading Days from the date of the Optional Prepayment Notice. On the date fixed for such Optional Redemption prepayment (the “Redemption Payment Optional Prepayment Date”), which date the Borrower shall be fifteen (15) Trading Days after the date make payment of the Notice of Redemption Optional Prepayment Amount (as defined below) to Holder, or upon the “Redemption Period”). A Notice of Redemption shall not be effective with respect to any portion direction of the Outstanding Balance for which the Holder has a pending election to convert, or for conversions initiated or made as specified by the Holder during in a writing to the Redemption Period. On the Redemption Payment Date, the Redemption Amount, less any portion of the Redemption Amount against Borrower (which direction shall to be sent to Borrower by the Holder has exercised its conversion rights, shall be paid in good funds at least one (1) business day prior to the HolderOptional Prepayment Date). If the Borrower exercises its right to prepay the Note, the Borrower shall make payment to the Holder of an amount in cash equal to the percentage (“Prepayment Percentage”) as set forth in the table immediately following this paragraph opposite the applicable Prepayment Period, multiplied by the sum of: (w) the then outstanding principal amount of this Note plus (x) accrued and unpaid interest on the unpaid principal amount of this Note to the Optional Prepayment Date plus (y) Default Interest, if any, on the amounts referred to in clauses (w) and (x) plus (z) any amounts owed to the Holder pursuant to Section 7 hereof. If the Borrower delivers an Optional Prepayment Notice and fails to pay the Redemption Optional Prepayment Amount on due to the Redemption Payment Date as set forth hereinHolder of the Note within two (2) business days following the Optional Prepayment Date, then such Notice of Redemption will be null and voidthe Borrower shall forever forfeit its right to prepay the Note pursuant to this Section 1(a).

Prepayment. At Notwithstanding anything to the contrary contained in this Note, subject to the terms of this Section, at any time after during the Original Issuance period beginning on the Issue Date and provided that no Event of Default has occurredending on the date which is two hundred forty five (245) calendar days following the Issue Date (“Prepayment Termination Date”), the Borrower shall have the right to prepay any portion of the Outstanding Balance at any time right, exercisable on not less than five (“Optional Redemption”), by paying 5) Trading Days prior written notice to the Holder a sum of money equal this Note, to one hundred percent prepay up to the outstanding balance on this Note (100%) of the Outstanding Balance amount to be redeemed, together with all principal and accrued and unpaid Interest (calculated only through the Redemption Payment Dateinterest), and any and all other sums duein full, accrued or payable in accordance with this Section. Any notice of prepayment hereunder (an “Optional Prepayment Notice”) shall be delivered to the Holder arising under this of the Note or any Transaction Document through the Redemption Payment Date as defined below at its registered addresses and shall state: (the “Redemption Amount”); provided, however, 1) that the prepayment fee shall not exceed five percent (5%) of the Outstanding Balance amount to be prepaid. The Borrower’s election to exercise Borrower is exercising its right to prepay must be by notice in writing the Note, and (“Notice of Redemption”). The Notice of Redemption shall specify 2) the date for such Optional Redemption (the “Redemption Payment Date”), of prepayment which date shall be not more than fifteen (15) Trading Days after from the date of the Notice of Redemption Optional Prepayment Notice; and (3) the “Redemption Period”)amount (in dollars) that the Borrower is paying. A Notice of Redemption shall not be effective with respect to any portion Notwithstanding Holder’s receipt of the Outstanding Balance for which Optional Prepayment Notice the Holder has a pending election to may convert, or for conversions initiated continue to convert the Note in whole or made by in part until the Holder during the Redemption Period. On the Redemption Payment Date, the Redemption Amount, less any portion of the Redemption Optional Prepayment Amount against which the Holder has exercised its conversion rights, shall be (as defined herein) is paid in good funds to the Holder. On the date fixed for prepayment (the “Optional Prepayment Date”), the Borrower shall make payment of the Optional Prepayment Amount (as defined below) to or upon the order of the Holder as specified by the Holder in writing to the Borrower at least one (1) business day prior to the Optional Prepayment Date. If the Borrower exercises its right to prepay the Note, the Borrower shall make payment to the Holder of an amount in cash (the “Optional Prepayment Amount”) equal to the Prepayment Factor (as defined below), multiplied by the sum of: (w) the then outstanding principal amount of this Note plus (x) accrued and unpaid interest on the unpaid principal amount of this Note to the Optional Prepayment Date plus (y) Default Interest, if any, on the amounts referred to in clauses (w) and (x) plus (z) any amounts owed to the Holder pursuant to Sections 1.3 and 1.4(g) hereof. If the Borrower delivers an Optional Prepayment Notice and fails to pay the Redemption Optional Prepayment Amount on due to the Redemption Payment Holder of the Note within two (2) business days following the Optional Prepayment Date, the Borrower shall forever forfeit its right to prepay the Note pursuant to this Section. After the Prepayment Termination Date, the Borrower shall have no right to prepay this Note. For purposes hereof, the “Prepayment Factor” shall equal: one hundred five percent (105%) if the Optional Prepayment Date as set forth herein, then such Notice of Redemption will be null and voidoccurs during one (1) through sixty (60) calendar days following the Issue Date; one hundred fifteen percent (115%) if the Optional Prepayment Date occurs sixty-one (61) through one hundred twenty (120) calendar days following the Issue Date; one hundred thirty percent (130%) if the Optional Prepayment Date occurs one hundred twenty-one (121) through one two hundred forty five (245) calendar days following the Issue Date. Borrower shall not have any prepayment rights after two hundred forty five (245) calendar days following the Issue Date.

Prepayment. At Notwithstanding anything to the contrary contained in this Note, at any time after during the Original Issuance Date and provided that no Event of Default has occurredperiods set forth on the table immediately following this paragraph (the "Prepayment Periods"), the Borrower shall have the right to prepay any portion of the Outstanding Balance at any time right, exercisable on not more than three (“Optional Redemption”), by paying 3) Trading Days prior written notice to the Holder a sum of money equal to one hundred percent (100%) of the Outstanding Balance amount Note to be redeemed, together with all prepay the outstanding Note (principal and accrued and unpaid Interest (calculated only through the Redemption Payment Dateinterest), and any and all other sums duein full, accrued or payable in accordance with this Section 1.7. Any notice of prepayment hereunder (an "Optional Prepayment Notice") shall be delivered to the Holder arising under this of the Note or any Transaction Document through the Redemption Payment Date as defined below at its registered addresses and shall state: (the “Redemption Amount”); provided, however, 1) that the prepayment fee shall not exceed five percent (5%) of the Outstanding Balance amount to be prepaid. The Borrower’s election to exercise Borrower is exercising its right to prepay must be by notice in writing the Note, and (“Notice of Redemption”). The Notice of Redemption shall specify 2) the date for such Optional Redemption (the “Redemption Payment Date”), of prepayment which date shall be fifteen not more than three (153) Trading Days after from the date of the Notice of Redemption Optional Prepayment Notice. On the date fixed for prepayment (the “Redemption Period”"Optional Prepayment Date"). A Notice of Redemption , the Borrower shall not be effective with respect to any portion make payment of the Outstanding Balance for which Optional Prepayment Amount (as defined below) to Holder, or upon the direction of the Holder has a pending election to convert, or for conversions initiated or made as specified by the Holder during in a writing to the Redemption Period. On the Redemption Payment Date, the Redemption Amount, less any portion of the Redemption Amount against Borrower (which shall direction to be sent to Borrower by the Holder has exercised its conversion rights, shall be paid in good funds at least one (1) business day prior to the HolderOptional Prepayment Date). If the Borrower exercises its right to prepay the Note, the Borrower shall make payment to the Holder of an amount in cash equal to the percentage ("Prepayment Percentage") as set forth in the table immediately following this paragraph opposite the applicable Prepayment Period, multiplied by the sum of: (w) the then outstanding principal amount of this Note plus (x) accrued and unpaid interest on the unpaid principal amount of this Note to the Optional Prepayment Date plus (y) Default Interest, if any, on the amounts referred to in clauses (w) and (x) plus (z) any amounts owed to the Holder pursuant to Section 1.4 hereof (the "Optional Prepayment Amount"). If the Borrower delivers an Optional Prepayment Notice and fails to pay the Redemption Optional Prepayment Amount due to the Holder of the Note within two (2) business days following the Optional Prepayment Date, the Borrower shall forever forfeit its right to prepay the Note pursuant to this Section 1.7. 1. The period beginning on the Redemption Payment Issue Date as set forth hereinand ending on the date which is thirty (30) days following the Issue Date. 115% 2. The period beginning on the date which is thirty-one (31) days following the Issue Date and ending on the date which is sixty (60) days following the Issue Date. 120% 3. The period beginning on the date which is sixty-one (61) days following the Issue Date and ending on the date which is ninety (90) days following the Issue Date. 125% 4. The period beginning on the date that is ninety-one (91) day from the Issue Date and ending one hundred twenty (120) days following the Issue Date. 130% 5. The period beginning on the date that is one hundred twenty-one (121) day from the Issue Date and ending one hundred fifty (150) days following the Issue Date. 135% 6. The period beginning on the date that is one hundred fifty-one (151) day from the Issue Date and ending one hundred eighty (180) days following the Issue Date. 140% After the expiration of one hundred eighty (180) days following the Issue Date, then such Notice the Borrower shall have no right of Redemption will be null and voidprepayment.

Prepayment. (a) At any time after the Original Issuance Date and provided that no Event of Default has occurred, the Borrower Maker shall have the right to prepay any portion of the Outstanding Balance at any time (“Optional Redemption”), by paying to the Holder a sum of money equal to one hundred percent (100%) of the Outstanding Balance amount to be redeemed, together with all accrued and unpaid Interest (calculated only through the Redemption Payment Date), redeemed and any and all other sums due, accrued accrued, or payable to the Holder arising under this Note or any Transaction Document through the Redemption Payment Date as defined below (the “Redemption Amount”); provided, however, that the prepayment fee shall not exceed five percent (5%) of the Outstanding Balance amount to be prepaid. The BorrowerMaker’s election to exercise its right to prepay must be by notice in writing (“Notice of Redemption”). The Notice of Redemption shall specify the date for such Optional Redemption (the “Redemption Payment Date”), which date shall be fifteen five (155) Trading Days after the date of the Notice of Redemption (the “Redemption Period”). A Notice of Redemption shall not be effective with respect to any portion of the Outstanding Balance for which the Holder has a pending election to convert, or for conversions initiated or made by the Holder during the Redemption Period. On the Redemption Payment Date, the Redemption Amount, less any portion of the Redemption Amount against which the Holder has exercised its conversion rights, shall be paid in good funds to the Holder. If the Borrower Maker fails to pay the Redemption Amount on the Redemption Payment Date as set forth herein, then such Notice of Redemption will be null and void. (b) Notwithstanding Section 1.3(a), if, following the Original Issuance Date while this Note is outstanding, the Maker consummates a Qualified Financing, the Maker shall prepay the Redemption Amount as of the date of the closing of the Qualified Financing out of the proceeds of the Qualified Financing. The Redemption Amount, less any portion of the Redemption Amount against which the Holder has exercised its conversion rights pursuant to Section 3.1(d), shall be paid in good funds to the Holder concurrently with the closing of the Qualified Financing or promptly (and in no less than two (2) Trading Days) thereafter. Notwithstanding the above, in lieu of such prepayment or exercise of such conversion rights, and subject to the approval of the investors in the Qualified Financing, the Holder has the right, but not the obligation, to convert any or all of the Redemption Amount into such Qualified Financing at the closing thereof at a reasonable discount thereto. (c) Except as otherwise provided elsewhere in this Note, the Maker may not prepay any portion of this Note.

Prepayment. At Notwithstanding anything to the contrary contained in this Note, subject to the terms of this Section, at any time after during the Original Issuance period beginning on the Issue Date and provided that no Event of Default has occurredending on the Maturity Date, the Borrower shall have the right to prepay any portion of the Outstanding Balance at any time right, exercisable on not less than five (“Optional Redemption”), by paying 5) Trading Days prior written notice to the Holder a sum of money equal this Note, to one hundred percent prepay up to the outstanding balance on this Note (100%) of the Outstanding Balance amount to be redeemed, together with all principal and accrued and unpaid Interest (calculated only through the Redemption Payment Dateinterest), and any and all other sums duein full, accrued or payable in accordance with this Section. Any notice of prepayment hereunder (an “Optional Prepayment Notice”) shall be delivered to the Holder arising under this of the Note or any Transaction Document through the Redemption Payment Date as defined below at its registered addresses and shall state: (the “Redemption Amount”); provided, however, 1) that the prepayment fee shall not exceed five percent (5%) of the Outstanding Balance amount to be prepaid. The Borrower’s election to exercise Borrower is exercising its right to prepay must be by notice in writing the Note, and (“Notice of Redemption”). The Notice of Redemption shall specify 2) the date for such Optional Redemption (the “Redemption Payment Date”), of prepayment which date shall be not more than fifteen (15) Trading Days after from the date of the Notice of Redemption Optional Prepayment Notice; and (3) the “Redemption Period”)amount (in dollars) that the Borrower is paying. A Notice of Redemption shall not be effective with respect to any portion Notwithstanding Holder’s receipt of the Outstanding Balance for which Optional Prepayment Notice the Holder has a pending election to may convert, or for conversions initiated continue to convert the Note in whole or made by in part until the Holder during the Redemption Period. On the Redemption Payment Date, the Redemption Amount, less any portion of the Redemption Optional Prepayment Amount against which the Holder has exercised its conversion rights, shall be (as defined herein) is paid in good funds to the Holder. On the date fixed for prepayment (the “Optional Prepayment Date”), the Borrower shall make payment of the Optional Prepayment Amount (as defined below) to or upon the order of the Holder as specified by the Holder in writing to the Borrower at least one (1) business day prior to the Optional Prepayment Date. If the Borrower exercises its right to prepay the Note, the Borrower shall make payment to the Holder of an amount in cash (the “Optional Prepayment Amount”) equal to the Prepayment Factor (as defined below), multiplied by the sum of: (w) the then outstanding principal amount of this Note plus (x) accrued and unpaid interest on the unpaid principal amount of this Note to the Optional Prepayment Date plus (y) Default Interest, if any, on the amounts referred to in clauses (w) and (x) plus (z) any amounts owed to the Holder pursuant to Sections 1.3 and 1.4(g) hereof. If the Borrower delivers an Optional Prepayment Notice and fails to pay the Redemption Optional Prepayment Amount on due to the Redemption Payment Date as Holder of the Note within two (2) business days following the Optional Prepayment Date, the Borrower shall forever forfeit its right to prepay the Note pursuant to this Section. For purposes hereof, the “Prepayment Factor” shall equal the percentage set forth herein, then below with respect to each Optional Prepayment Date beside such Notice of Redemption will be null and void.Prepayment Factor:

Prepayment. At Borrower shall not have the right or privilege to prepay all or any time after portion of the Original Issuance Date and unpaid principal balance of this Note until January 1, 2007 (the "LOCK OUT TERMINATION DATE"). Beginning on the Lock Out Termination Date, provided that no Event of Default has occurredexists, the Borrower shall have principal balance of this Note may be prepaid prior to the right Maturity Date, in whole but not in part, upon: (i) not less than 30 days and not more than 45 days prior written notice (the "PREPAYMENT NOTICE") to prepay any portion Lender specifying the Monthly Payment Date on which prepayment is to be made (the "PREPAYMENT DATE"); (ii) payment to Lender of the Outstanding Balance at any time Reduced Payoff Amount; (“Optional Redemption”), by paying to the Holder a sum iii) payment of money equal to one hundred percent (100%) of the Outstanding Balance amount to be redeemed, together with all accrued and unpaid Interest interest on the outstanding principal balance of the Reduced Payoff Amount to and including the Prepayment Date, together with a payment of all interest which would have accrued on the Reduced Payoff Amount to and including the first day of the calendar month immediately following the Prepayment Date, if such prepayment occurs on a date which is not the first day of a calendar month (calculated only through the Redemption Payment Date"SHORTFALL INTEREST PAYMENT"), ; and any and (iv) payment of all other sums duethen due under this Note, accrued the Security Instrument and the Other Security Documents. If a Prepayment Notice is given by Borrower to Lender pursuant to this Article D, any principal balance of this Note and the other sums required under this Article D shall be due and payable on the Prepayment Date. In the event of any permitted partial prepayment of the principal balance of this Note pursuant to paragraph 3 or payable 6 of the Security Instrument, the amount of principal prepaid shall be applied to the Holder arising principal last due under this Note or any Transaction Document through the Redemption Payment Date as defined below (the “Redemption Amount”); provided, however, that the prepayment fee and shall not exceed five percent (5%) of release Borrower from the Outstanding Balance amount obligation to be prepaid. The Borrower’s election to exercise its right to prepay must be by notice in writing (“Notice of Redemption”). The Notice of Redemption shall specify pay the date for such Optional Redemption (Monthly Payments next becoming due under this Note and the “Redemption Monthly Payment Date”), which date shall be fifteen (15) Trading Days after the date of the Notice of Redemption (the “Redemption Period”). A Notice of Redemption shall not be effective with respect to any portion adjusted or recalculated as a result of the Outstanding Balance for which the Holder has a pending election to convert, or for conversions initiated or made by the Holder during the Redemption Period. On the Redemption Payment Date, the Redemption Amount, less any portion of the Redemption Amount against which the Holder has exercised its conversion rights, shall be paid in good funds to the Holder. If the Borrower fails to pay the Redemption Amount on the Redemption Payment Date as set forth herein, then such Notice of Redemption will be null and voidpartial prepayment.

Prepayment. At any time after Notwithstanding the Original Issuance Date foregoing, so long as Borrower has not received a Conversion Notice (as defined below) from Lender where the applicable Conversion Shares have not yet been delivered and provided that so long as no Event of Default (as defined below) has occurredoccurred and is continuing, the then Borrower shall have the right right, exercisable on not less than five (5) Trading Days prior written notice to Lender to prepay any portion of the Outstanding Balance at any time of this Note, in part or in full, in accordance with this Section 1.2. Any notice of prepayment hereunder (an “Optional RedemptionPrepayment Notice”), by paying ) shall be delivered to the Holder a sum of money equal to one hundred percent Lender at its registered address or through email and shall state: (100%i) of the Outstanding Balance amount to be redeemed, together with all accrued and unpaid Interest (calculated only through the Redemption Payment Date), and any and all other sums due, accrued or payable to the Holder arising under this Note or any Transaction Document through the Redemption Payment Date as defined below (the “Redemption Amount”); provided, however, that the prepayment fee shall not exceed five percent (5%) of the Outstanding Balance amount to be prepaid. The Borrower’s election to exercise Borrower is exercising its right to prepay must be by notice in writing this Note, and (“Notice of Redemption”). The Notice of Redemption shall specify ii) 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 such Optional Redemption prepayment (the “Redemption Payment Optional Prepayment Date”), which 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. For the avoidance of doubt, ▇▇▇▇▇▇ shall be fifteen entitled to exercise its conversion rights until the Optional Prepayment Date. If Borrower exercises its right to prepay this Note, Borrower shall make payment to Lender of an amount in cash equal to 115% multiplied by the then Outstanding Balance of this Note being repaid (15the “Optional Prepayment Amount”). 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. In the event ▇▇▇▇▇▇▇▇ 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 after from the date of that the Notice of Redemption (the “Redemption Period”). A Notice of Redemption Optional Prepayment Amount was delivered to Lender and Lender shall not be effective with respect entitled to any portion of the Outstanding Balance for which the Holder has a pending election to convert, or for conversions initiated or made by the Holder during the Redemption Period. On the Redemption Payment Date, the Redemption Amount, less any portion of the Redemption Amount against which the Holder has exercised exercise its conversion rightsrights set forth herein during such five (5) day period. In addition, shall be paid in good funds to the Holder. If the if Borrower delivers an Optional Prepayment Notice and fails to pay the Redemption Optional Prepayment Amount on due to Lender within two (2) Trading Days following the Redemption Payment Date as set forth hereinOptional Prepayment Date, then such Notice of Redemption will be null and voidBorrower shall forever forfeit its right to prepay this Note.

Prepayment. At Notwithstanding anything to the contrary contained in this Note, at any time after during the Original Issuance period beginning on the Issue Date and provided that no Event of Default has occurredending on the date which is thirty (30) days following the Issue Date, the Borrower shall have the right to prepay any portion of the Outstanding Balance at any time right, exercisable on not less than three (“Optional Redemption”), by paying 3) Trading Days prior written notice to the Holder a sum of money equal to one hundred percent (100%) of the Outstanding Balance amount Note to be redeemed, together with all prepay the outstanding Note (principal and accrued and unpaid Interest (calculated only through the Redemption Payment Dateinterest), and any and all other sums duein full, accrued or payable in accordance with this Section 1.9. Any notice of prepayment hereunder (an “Optional Prepayment Notice”) shall be delivered to the Holder arising under this of the Note or any Transaction Document through the Redemption Payment Date as defined below at its registered addresses and shall state: (the “Redemption Amount”); provided, however, 1) that the prepayment fee shall not exceed five percent (5%) of the Outstanding Balance amount to be prepaid. The Borrower’s election to exercise Borrower is exercising its right to prepay must be by notice in writing the Note, and (“Notice of Redemption”). The Notice of Redemption shall specify 2) the date of prepayment which shall be not more than three (3) Trading Days from the date of the Optional Prepayment Notice. On the date fixed for such Optional Redemption prepayment (the “Redemption Payment Optional Prepayment Date”), the Borrower shall make payment of the Optional Prepayment Amount (as defined below) to or upon the order of the Holder as specified by the Holder in writing to the Borrower at least one (1) business day prior to the Optional Prepayment Date. If the Borrower exercises its right to prepay the Note, the Borrower shall make payment to the Holder of an amount in cash (the “Optional Prepayment Amount”) equal to 110%, multiplied by the sum of: (w) the then outstanding principal amount of this Note plus (x) accrued and unpaid interest on the unpaid principal amount of this Note to the Optional Prepayment Date plus (y) Default Interest, if any, on the amounts referred to in clauses (w) and (x) plus (z) any amounts owed to the Holder pursuant to Sections 1.3 and 1.4(g) hereof. If the Borrower delivers an Optional Prepayment Notice and fails to pay the Optional Prepayment Amount due to the Holder of the Note within two (2) business days following the Optional Prepayment Date, the Borrower shall forever forfeit its right to prepay the Note pursuant to this Section 1.9. Notwithstanding anything to the contrary contained in this Note, at any time during the period beginning on the date which is thirty-one (31) days following the Issue Date and ending on the date which is sixty (60) days following the Issue Date, the Borrower shall be fifteen have the right, exercisable on not less than three (153) Trading Days after prior written notice to the Holder of the Note to prepay the outstanding Note (principal and accrued interest), in full, in accordance with this Section 1.9. Any Optional Prepayment Notice shall be delivered to the Holder of the Note at its registered addresses and shall state: (1) that the Borrower is exercising its right to prepay the Note, and (2) the date of prepayment which shall be not more than three (3) Trading Days from the date of the Notice of Redemption (Optional Prepayment Notice. On the “Redemption Period”). A Notice of Redemption Optional Prepayment Date, the Borrower shall not be effective with respect to any portion make payment of the Outstanding Balance for which Second Optional Prepayment Amount (as defined below) to or upon the order of the Holder has a pending election to convert, or for conversions initiated or made as specified by the Holder during the Redemption Period. On the Redemption Payment Date, the Redemption Amount, less any portion of the Redemption Amount against which the Holder has exercised its conversion rights, shall be paid in good funds writing to the HolderBorrower at least one (1) business day prior to the Optional Prepayment Date. If the Borrower exercises its right to prepay the Note, the Borrower shall make payment to the Holder of an amount in cash (the “Second Optional Prepayment Amount”) equal to 115%, multiplied by the sum of: (w) the then outstanding principal amount of this Note plus (x) accrued and unpaid interest on the unpaid principal amount of this Note to the Optional Prepayment Date plus (y) Default Interest, if any, on the amounts referred to in clauses (w) and (x) plus (z) any amounts owed to the Holder pursuant to Sections 1.3 and 1.4(g) hereof. If the Borrower delivers an Optional Prepayment Notice and fails to pay the Redemption Second Optional Prepayment Amount due to the Holder of the Note within two (2) business days following the Optional Prepayment Date, the Borrower shall forever forfeit its right to prepay the Note pursuant to this Section 1.9. Notwithstanding anything to the contrary contained in this Note, at any time during the period beginning on the Redemption Payment date which is sixty-one (61) days following the Issue Date and ending on the date which is ninety (90) days following the Issue Date, the Borrower shall have the right, exercisable on not less than three (3) Trading Days prior written notice to the Holder of the Note to prepay the outstanding Note (principal and accrued interest), in full, in accordance with this Section 1.9. Any Optional Prepayment Notice shall be delivered to the Holder of the Note at its registered addresses and shall state: (1) that the Borrower is exercising its right to prepay the Note, and (2) the date of prepayment which shall be not more than three (3) Trading Days from the date of the Optional Prepayment Notice. On the Optional Prepayment Date, the Borrower shall make payment of the Third Optional Prepayment Amount (as set forth defined below) to or upon the order of the Holder as specified by the Holder in writing to the Borrower at least one (1) business day prior to the Optional Prepayment Date. If the Borrower exercises its right to prepay the Note, the Borrower shall make payment to the Holder of an amount in cash (the “Third Optional Prepayment Amount”) equal to 120%, multiplied by the sum of: (w) the then outstanding principal amount of this Note plus (x) accrued and unpaid interest on the unpaid principal amount of this Note to the Optional Prepayment Date plus (y) Default Interest, if any, on the amounts referred to in clauses (w) and (x) plus (z) any amounts owed to the Holder pursuant to Sections 1.3 and 1.4(g) hereof. If the Borrower delivers an Optional Prepayment Notice and fails to pay the Third Optional Prepayment Amount due to the Holder of the Note within two (2) business days following the Optional Prepayment Date, the Borrower shall forever forfeit its right to prepay the Note pursuant to this Section 1.9. Notwithstanding any to the contrary stated elsewhere herein, at any time during the period beginning on the date that is ninety-one (91) day from the Issue Date and ending one hundred twenty (120) days following the Issue Date, the Borrower shall have the right, exercisable on not less than three (3) Trading Days prior written notice to the Holder of the Note to prepay the outstanding Note (principal and accrued interest), in full, in accordance with this Section 1.9. Any Optional Prepayment Notice shall be delivered to the Holder of the Note at its registered addresses and shall state: (1) that the Borrower is exercising its right to prepay the Note, and (2) the date of prepayment which shall be not more than three (3) Trading Days from the date of the Optional Prepayment Notice. On the Optional Prepayment Date, the Borrower shall make payment of the Fourth Optional Prepayment Amount (as defined below) to or upon the order of the Holder as specified by the Holder in writing to the Borrower at least one (1) business day prior to the Optional Prepayment Date. If the Borrower exercises its right to prepay the Note, the Borrower shall make payment to the Holder of an amount in cash (the “Fourth Optional Prepayment Amount”) equal to 125%, multiplied by the sum of: (w) the then such outstanding principal amount of this Note plus (x) accrued and unpaid interest on the unpaid principal amount of this Note to the Optional Prepayment Date plus (y) Default Interest, if any, on the amounts referred to in clauses (w) and (x) plus (z) any amounts owed to the Holder pursuant to Sections 1.3 and 1.4(g) hereof. If the Borrower delivers an Optional Prepayment Notice and fails to pay the Fourth Optional Prepayment Amount due to the Holder of Redemption will the Note within two (2) business days following the Optional Prepayment Date, the Borrower shall forever forfeit its right to prepay the Note pursuant to this Section 1.9. Notwithstanding any to the contrary stated elsewhere herein, at any time during the period beginning on the date that is one hundred twenty-one (121) day from the Issue Date and ending one hundred fifty (150) days following the Issue Date, the Borrower shall have the right, exercisable on not less than three (3) Trading Days prior written notice to the Holder of the Note to prepay the outstanding Note (principal and accrued interest), in full, in accordance with this Section 1.9. Any Optional Prepayment Notice shall be null delivered to the Holder of the Note at its registered addresses and voidshall state: (1) that the Borrower is exercising its right to prepay the Note, and (2) the date of prepayment which shall be not more than three (3) Trading Days from the date of the Optional Prepayment Notice. On the Optional Prepayment Date, the Borrower shall make payment of the Fifth Optional Prepayment Amount (as defined below) to or upon the order of the Holder as specified by the Holder in writing to the Borrower at least one (1) business day prior to the Optional Prepayment Date. If the Borrower exercises its right to prepay the Note, the Borrower shall make payment to the Holder of an amount in cash (the “Fifth Optional Prepayment Amount”) equal to 130%, multiplied by the sum of: (w) the then outstanding principal amount of this Note plus (x) accrued and unpaid interest on the unpaid principal amount of this Note to the Optional Prepayment Date plus (y) Default Interest, if any, on the amounts referred to in clauses (w) and (x) plus (z) any amounts owed to the Holder pursuant to Sections 1.3 and 1.4(g) hereof. If the Borrower delivers an Optional Prepayment Notice and fails to pay the Fifth Optional Prepayment Amount due to the Holder of the Note within two (2) business days following the Optional Prepayment Date, the Borrower shall forever forfeit its right to prepay the Note pursuant to this Section 1.9. Notwithstanding any to the contrary stated elsewhere herein, at any time during the period beginning on the date that is one hundred fifty-one (151) day from the Issue Date and ending one hundred eighty (180) days following the Issue Date, the Borrower shall have the right, exercisable on not less than three (3) Trading Days prior written notice to the Holder of the Note to prepay the outstanding Note (principal and accrued interest), in full, in accordance with this Section 1.9. Any Optional Prepayment Notice shall be delivered to the Holder of the Note at its registered addresses and shall state: (1) that the Borrower is exercising its right to prepay the Note, and (2) the date of prepayment which shall be not more than three (3) Trading Days from the date of the Optional Prepayment Notice. On the Optional Prepayment Date, the Borrower shall make payment of the Sixth Optional Prepayment Amount (as defined below) to or upon the order of the Holder as specified by the Holder in writing to the Borrower at least one (1) business day prior to the Optional Prepayment Date. If the Borrower exercises its right to prepay the Note, the Borrower shall make payment to the Holder of an amount in cash (the “Sixth Optional Prepayment Amount”) equal to 135%, multiplied by the sum of: (w) the then outstanding principal amount of this Note plus (x) accrued and unpaid interest on the unpaid principal amount of this Note to the Optional Prepayment Date plus (y) Default Interest, if any, on the amounts referred to in clauses (w) and (x) plus (z) any amounts owed to the Holder pursuant to Sections 1.3 and 1.4(g) hereof. If the Borrower delivers an Optional Prepayment Notice and fails to pay the Sixth Optional Prepayment Amount due to the Holder of the Note within two (2) business days following the Optional Prepayment Date, the Borrower shall forever forfeit its right to prepay the Note pursuant to this Section 1.9. After the expiration of one hundred eighty (180) following the date of the Note, the Borrower shall have no right of prepayment.

Prepayment. At Notwithstanding anything to the contrary contained in this Note, subject to the terms of this Section, at any time after during the Original Issuance period beginning on the Issue Date and provided ending on the date which is six (6) months following the Issue Date (“Prepayment Terminat ion Date”), Borrower shall have the right, exercisable on not less than five (5) Trading Days prior written notice to the Holder of this Note, to prepay the outstanding balance on this Note (principal and accrued interest), in full, in accordance with this Section. Any notice of prepayment hereunder (an “Optional Prepayment Notice”) shall be delivered to the Holder of the Note at its registered addresses and shall state: (1) that no Event the Borrower is exercising its right to prepay the Note, and (2) the date of prepayment which shall be not more than ten (10) Trading Days from the date of the Optional Prepayment Notice. On the date fixed for prepayment (the “Optional Prepayment Date”), the Borrower shall make payment of the Optional Prepayment Amount (as defined below) to or upon the order of the Holder as specified by the Holder in writing to the Borrower at least one (1) business day prior to the Optional Prepayment Date. If the Borrower exercises its right to prepay the Note, the Borrower shall make payment to the Holder of an amount in cash (the “Optional Prepayment Amount”) equal to the Prepayment Factor (as defined below), multiplied by the sum of: (w) the then outstanding principal amount of this Note plus (x) accrued and unpaid interest on the unpaid principal amount of this Note to the Optional Prepayment Date plus (y) Default has occurredInterest, if any, on the amounts referred to in clauses (w) and (x) plus (z) any amounts owed to the Holder pursuant to Sections 1.3 and 1.4(g) hereof. If the Borrower delivers an Optional Prepayment Notice and fails to pay the Optional Prepayment Amount due to the Holder of the Note within two (2) business days following the Optional Prepayment Date, the Borrower shall forever forfeit its right to prepay the Note pursuant to this Section. After the Prepayment Termination Date, the Borrower shall have the no right to prepay any portion of this Note. For purposes hereof, the Outstanding Balance at any time (“Optional Redemption”), by paying to the Holder a sum of money Prepayment Factor” shall equal to one hundred percent (100%) of the Outstanding Balance amount to be redeemed, together with all accrued and unpaid Interest (calculated only through the Redemption Payment Date), and any and all other sums due, accrued or payable to the Holder arising under this Note or any Transaction Document through the Redemption Payment Date as defined below (the “Redemption Amount”); provided, however, that the prepayment fee shall not exceed forty-five percent (5145%), provided that such Prepayment factor shall equal one hundred and thirty percent (130%) of if the Outstanding Balance amount to be prepaid. The Borrower’s election to exercise its right to prepay must be by notice in writing (“Notice of Redemption”). The Notice of Redemption shall specify Optional Prepayment Date occurs on or before the date for such Optional Redemption which is ninety (90) days following the “Redemption Payment Date”), which date shall be fifteen (15) Trading Days after the date of the Notice of Redemption (the “Redemption Period”). A Notice of Redemption shall not be effective with respect to any portion of the Outstanding Balance for which the Holder has a pending election to convert, or for conversions initiated or made by the Holder during the Redemption Period. On the Redemption Payment Date, the Redemption Amount, less any portion of the Redemption Amount against which the Holder has exercised its conversion rights, shall be paid in good funds to the Holder. If the Borrower fails to pay the Redemption Amount on the Redemption Payment Issue Date as set forth herein, then such Notice of Redemption will be null and voidhereof.

Prepayment. At any time after prior to the Original Issuance Maturity Date and provided that no Event of Default has occurredsolely upon the Holder’s prior written consent, the Borrower shall have Company may deliver a written notice (a “Prepayment Notice” and the right date that such Prepayment Notice is delivered the “Prepayment Notice Date”) to the Holder of its irrevocable election to prepay any all or a portion of the Outstanding Balance at any time outstanding principal amount of this Debenture plus (“Optional Redemption”), by paying to the Holder a sum of money equal to one hundred percent (100%i) of the Outstanding Balance amount to be redeemed, together with all accrued and unpaid Interest interest thereon, plus (calculated only through ii) the Redemption Payment Date)Exit Fee, and any and plus (iii) all other sums duesums, accrued if any, that shall have become due and payable (collectively, the “Prepayment Amount”) for cash on the 5th Trading Day (or payable such period up to the Holder arising under this Note or any Transaction Document through 30th Trading Day as extended with the Redemption Payment consent of the Holder) after the Prepayment Notice Date as defined below (the “Redemption Amount”); providedPrepayment Date” and such 5 to 30 Trading Day period, howeverthe “Prepayment Period” and such prepayment, that the prepayment fee shall not exceed five percent (5%) of the Outstanding Balance amount to be prepaid. The Borrower’s election to exercise its right to prepay must be by notice in writing (“Notice of RedemptionPrepayment”). The Company may only effect a Prepayment if (i) the Holder has consented to such Prepayment in writing and (ii) each of the Equity Conditions shall have been met (unless waived in writing by the Holder) on each Trading Day during the period commencing on the Prepayment Notice of Redemption shall specify Date through to the Prepayment Date and through and including the date for such Optional Redemption payment of the Prepayment Amount is actually made in full. If any of the Equity Conditions shall cease to be satisfied at any time during the Prepayment Period, then the Holder may elect to nullify the Prepayment Notice by notice to the Company within three (the “Redemption Payment Date”), which date shall be fifteen (153) Trading Days after the date of first day on which any such Equity Condition has not been met in which case the Prepayment Notice of Redemption (the “Redemption Period”). A Notice of Redemption shall not be effective with respect to any portion of the Outstanding Balance for which the Holder has a pending election to convert, or for conversions initiated or made by the Holder during the Redemption Period. On the Redemption Payment Date, the Redemption Amount, less any portion of the Redemption Amount against which the Holder has exercised its conversion rights, shall be paid in good funds to the Holder. If the Borrower fails to pay the Redemption Amount on the Redemption Payment Date as set forth herein, then such Notice of Redemption will be null and void, ab initio. If the Holder has not consented to a Prepayment in writing, the Prepayment Notice delivered in connection with such Prepayment shall be null and void, ab initio.

Prepayment. At The Prepayment referred to in this Agreement shall be deemed as a security deposit. The total amount of Prepayment is ***, the payment schedule of which is set out in Exhibit B. Except as otherwise provided herein, Buyer expressly confirms it understands and agrees that, once this Agreement is executed, under no circumstances shall Buyer require Seller to refund part or all of the abovementioned Prepayment, unless Buyer terminates or cancels this Agreement pursuant to Article 8 as a result of Seller’s breach. Such Prepayment shall be used to offset the purchase price to be paid by Buyer only according to the following provisions: The Parties confirm that, starting ***, *** of the total prepayment may be used in each month to offset the amount payable for the purchase price for any time batch delivered in such month as instructed by Buyer. Seller shall refund Buyer the remaining Prepayment (if any) free of interest within *** after the Original Issuance Date and provided that no Event full performance or any early termination or rescission of Default has occurredthis Agreement except where Buyer commits a material breach. If Buyer commits a material breach of this Agreement, Seller should notify Buyer in writing of any outstanding penalties or liquidated damages. If Buyer does not pay such penalties or liquidated damages within *** from receiving the Borrower notice, Seller is entitled to use the Prepayment to offset such penalties or liquidated damages (which shall have a priority over offsetting the right to prepay any portion of regular payment for the Outstanding Balance at any time (“Optional Redemption”), by paying to the Holder a sum of money equal to one hundred percent (100%) of the Outstanding Balance amount to be redeemed, together with all accrued and unpaid Interest (calculated only through the Redemption Payment DateProducts), and Seller may also require Buyer to make up the deficiency *** CONFIDENTIAL TREATMENT REQUESTED. CONFIDENTIAL PORTIONS HAVE BEEN REDACTED AND FILED SEPARATELY WITH THE COMMISSION. 6 in Prepayment in the amount equals the penalties or liquidated damages that is being offset. The aforementioned notice does not excuse Buyer from any and all other sums due, accrued or payable to the Holder arising liability under this Note or any Transaction Document through the Redemption Payment Date as defined below (the “Redemption Amount”); provided, however, that the prepayment fee shall not exceed five percent (5%) of the Outstanding Balance amount to be prepaid. The Borrower’s election to exercise its right to prepay must be by notice in writing (“Notice of Redemption”). The Notice of Redemption shall specify the date for such Optional Redemption (the “Redemption Payment Date”), which date shall be fifteen (15) Trading Days after the date of the Notice of Redemption (the “Redemption Period”). A Notice of Redemption shall not be effective with respect to any portion of the Outstanding Balance for which the Holder has a pending election to convert, or for conversions initiated or made by the Holder during the Redemption Period. On the Redemption Payment Date, the Redemption Amount, less any portion of the Redemption Amount against which the Holder has exercised its conversion rights, shall be paid in good funds to the Holder. If the Borrower fails to pay the Redemption Amount on the Redemption Payment Date as set forth herein, then such Notice of Redemption will be null and voidAgreement.

Prepayment. At Except as hereinafter provided, Borrower shall not have the right to prepay all or any time after part of the Original Issuance Date and provided that no Event of Default has occurred, the Loan at any time. Borrower shall have the right to prepay any portion in full, but not in part, the Loan evidenced by this Note, provided that, as conditions precedent, Borrower: (i) gives Lender not less than thirty (30) days' prior Written Notice (as defined in the Mortgage) of Borrower's intention to so prepay this Note; and (ii) pays to Lender the Outstanding Balance at any time Prepayment Premium (“Optional Redemption”as hereinafter defined), by paying if any, then due and payable to Lender as hereinafter provided. As used herein, the term "Prepayment Premium" shall mean a sum equal to the Holder a sum greater of money equal to either: (i) one hundred percent (1001%) of the Outstanding Balance outstanding principal balance of this Note at the time of prepayment; or (ii) an amount to be redeemed, together with all accrued and unpaid Interest (calculated only through the Redemption Payment Date), and any and all other sums due, accrued or payable equal to the Holder arising sum of (a) the present value of the scheduled monthly payments due under this Note or any Transaction Document through the Redemption Payment Date as defined below (the “Redemption Amount”); provided, however, that the prepayment fee shall not exceed five percent (5%) of the Outstanding Balance amount to be prepaid. The Borrower’s election to exercise its right to prepay must be by notice in writing (“Notice of Redemption”). The Notice of Redemption shall specify the date for such Optional Redemption (the “Redemption Payment Date”), which date shall be fifteen (15) Trading Days after from the date of prepayment to the Notice of Redemption Maturity Date, and (b) the “Redemption Period”). A Notice of Redemption shall not be effective with respect to any portion present value of the Outstanding Balance for which amount of principal and interest due under this Note on the Holder has a pending election Maturity Date (assuming all scheduled monthly payments due prior to convertthe Maturity Date were made when due), or for conversions initiated or made by minus (c) the Holder during the Redemption Period. On the Redemption Payment Date, the Redemption Amount, less any portion outstanding principal balance of this Note as of the Redemption Amount against which the Holder has exercised its conversion rights, date of prepayment. The present values described in (a) and (b) shall be paid 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 closest in good funds maturity to the Holder. If the Borrower fails to pay the Redemption Amount Maturity Date of this Note as reported in The Wall Street Journal (or, if The Wall Street Journal is no longer published, as reported in such other daily financial publication of national circulation which shall be designated by Lender) on the Redemption Payment Date as fifth (5th) business day preceding the date of prepayment. Borrower shall be obligated to prepay this Note on the date set forth hereinin the notice to Lender required hereinabove, then after such Notice notice has been delivered to Lender. Notwithstanding the foregoing or any other provision herein to the contrary, if Lender elects to apply insurance proceeds, condemnation awards or any escrowed amounts, if applicable, to the reduction of Redemption will the outstanding principal balance of this Note in the manner provided in the Mortgage, no Prepayment Premium shall be null due or payable as a result of such application, and voidthe monthly installments due and payable hereunder shall be reduced accordingly.

Prepayment. At any time after Notwithstanding the Original Issuance Date foregoing, so long as Borrower has not received a Conversion Notice (as defined below) from Lender where the applicable Conversion Shares have not yet been delivered and provided that so long as no Event of Default (as defined below) has occurredoccurred and is continuing, the then Borrower shall have the right to prepay any portion of the Outstanding Balance at any time (“Optional Redemption”)right, by paying to the Holder a sum of money equal to one hundred percent (100%) of the Outstanding Balance amount to be redeemed, together with all accrued and unpaid Interest (calculated only through the Redemption Payment Date), and any and all other sums due, accrued or payable to the Holder arising under this Note or any Transaction Document through the Redemption Payment Date as defined below (the “Redemption Amount”); provided, however, that the prepayment fee shall exercisable on not exceed five percent (5%) of the Outstanding Balance amount to be prepaid. The Borrower’s election to exercise its right to prepay must be by notice in writing (“Notice of Redemption”). The Notice of Redemption shall specify the date for such Optional Redemption (the “Redemption Payment Date”), which date shall be less than fifteen (15) Trading Days after prior written notice to Lender to prepay the Outstanding Balance of this Note, in part or in full, in accordance with this Section 1.2. Any notice of prepayment hereunder (an “Optional Prepayment Notice”) shall be delivered to Lender at its registered address and shall state: (i) that Borrower is exercising its right to prepay this Note, and (ii) the date of prepayment, which shall be not less than fifteen (15) Trading Days from the date of the Notice of Redemption Optional Prepayment Notice. On the date fixed for prepayment (the “Redemption PeriodOptional Prepayment Date”), Borrower shall make payment of the Optional Prepayment Amount (as defined below) to or upon the order of Lender as may be specified by Lender in writing to Borrower. If Borrower exercises its right to prepay this Note, Borrower shall make payment to Lender of an amount in cash equal to 115% multiplied by the then Outstanding Balance of this Note being prepaid (the “Optional Prepayment Amount”). A In the event Borrower delivers the Optional Prepayment Amount to Lender prior to the Optional Prepayment Date or without delivering an Optional Prepayment Notice of Redemption to Lender as set forth herein without Lender’s prior written consent, the Optional Prepayment Amount shall not be effective with respect deemed to any portion of have been paid to Lender until the Outstanding Balance for which Optional Prepayment Date. In the Holder has a pending election event Borrower delivers the Optional Prepayment Amount without an Optional Prepayment Notice, then the Optional Prepayment Date will be deemed to convert, or for conversions initiated or made by be the Holder during date that is fifteen (15) Trading Days from the Redemption Period. On date that the Redemption Payment Date, the Redemption Amount, less any portion of the Redemption Optional Prepayment Amount against which the Holder has exercised was delivered to Lender and Lender shall be entitled to exercise its conversion rightsrights set forth herein during such fifteen (15) day period. In addition, shall be paid in good funds to the Holder. If the if Borrower delivers an Optional Prepayment Notice and fails to pay the Redemption Optional Prepayment Amount on due to Lender within two (2) Trading Days following the Redemption Payment Date as set forth hereinOptional Prepayment Date, then such Notice of Redemption will be null and voidBorrower shall forever forfeit its right to prepay this Note.

Prepayment. At The Company may, at any time or from time to time on or after the Original Issuance Date and provided that no Event of Default has occurredDecember 15, 2030, prepay this Subordinated Note, in whole or in part, without premium or penalty. In addition, the Borrower shall have Company may prepay all, but not a portion of the right Subordinated Notes, at any time upon the occurrence of a Tier 2 Capital Event, Tax Event or an Investment Company Event. Any prepayment with respect to prepay this Subordinated Note will be subject to any required regulatory approvals. This Subordinated Note is not subject to prepayment at the option of the Holder. The Prepayment Price with respect to any prepayment permitted under the Indenture will be equal to 100% of the Principal Amount of this Subordinated Note, or portion thereof, to be prepaid, plus accrued but unpaid interest and Additional Interest, if any, thereon to, but excluding, the Prepayment Date. If all or any portion of the Outstanding Balance at any time (“Optional Redemption”)Subordinated Notes ceases to be deemed to be Tier 2 Capital, by paying other than due to the Holder a sum limitation imposed on the capital treatment of money equal to one hundred percent subordinated debt during the five (100%5) years immediately preceding the Maturity Date of the Outstanding Balance amount to be redeemedSubordinated Notes, together with all accrued the Company will immediately notify the Trustee and unpaid Interest (calculated only through the Redemption Payment Date)Holders, and any and all other sums duethereafter, accrued or payable upon the Company’s request, subject to the Holder arising under this Note or any Transaction Document through terms hereof, the Redemption Payment Date Trustee and the Holders shall execute and deliver all agreements as defined below (reasonably necessary and requested in order to restructure the “Redemption Amount”)applicable portions of the obligations evidenced by the Subordinated Notes to qualify as Tier 2 Capital; provided, however, that the prepayment fee foregoing shall not exceed five percent (5%) of limit the Outstanding Balance amount to be prepaid. The BorrowerCompany’s election to exercise its right to prepay must be the Subordinated Notes upon the occurrence of a Tier 2 Capital Event. If less than the then outstanding Principal Amount of this Subordinated Note is prepaid, (i) the Company shall reduce the Principal Factor applicable to the Subordinated Notes by notice in writing the proportion of principal being prepaid and (“Notice of Redemption”). The Notice of Redemption shall specify the date for ii) such Optional Redemption (the “Redemption Payment Date”), which date prepayment shall be fifteen (15) Trading Days after the date of the Notice of Redemption (the “Redemption Period”). A Notice of Redemption shall not be effective with respect to any portion of the Outstanding Balance for which the Holder has effected on a pending election to convert, or for conversions initiated or made by the Holder during the Redemption Period. On the Redemption Payment Date, the Redemption Amount, less any portion of the Redemption Amount against which the Holder has exercised its conversion rights, shall be paid in good funds pro rata basis as to the Holder. If , and if the Borrower fails to pay the Redemption Amount on the Redemption Payment Date as set forth hereinSubordinated Notes are represented by Global Subordinated Notes held by DTC and such prepayment is processed through DTC, then such Notice of Redemption prepayment will be null and voidmade on a “Pro Rata Pass-Through Distribution of Principal” basis in accordance with the procedures of DTC.

Prepayment. At Notwithstanding anything to the contrary contained in this Note, so long as the Borrower has not received a Notice (or notices) of Conversion from the Holder to convert the total outstanding principal amount of the Note, then at any time after during the Original Issuance period beginning on the Issue Date and provided that no Event of Default has occurredending on the date which is one hundred eighty (180) days following the issue date, the Borrower shall have the right to prepay any portion of the Outstanding Balance at any time right, exercisable on not less than three (“Optional Redemption”), by paying 3) Trading Days prior written notice to the Holder a sum of money equal to one hundred percent (100%) of the Outstanding Balance Note to prepay the outstanding amount to be redeemed, together with all of the Note (principal and accrued and unpaid Interest (calculated only through the Redemption Payment Dateinterest), and any and all other sums duein full, accrued or payable in accordance with this Section 1.9. Any notice of prepayment hereunder (an “Optional Prepayment Notice”) shall be delivered to the Holder arising under this of the Note or any Transaction Document through the Redemption Payment Date as defined below at its registered address and shall state: (the “Redemption Amount”); provided, however, 1) that the prepayment fee shall not exceed five percent (5%) of the Outstanding Balance amount to be prepaid. The Borrower’s election to exercise Borrower is exercising its right to prepay must be by notice in writing the Note, and (“Notice of Redemption”). The Notice of Redemption shall specify 2) the date of prepayment which shall be not more than three (3) Trading Days from the date of the Optional Prepayment Notice. On the date fixed for such Optional Redemption prepayment (the “Redemption Payment Optional Prepayment Date”), which date the Borrower shall be fifteen (15) Trading Days after the date make payment of the Notice of Redemption Optional Prepayment Amount (as defined below) to or upon the “Redemption Period”). A Notice of Redemption shall not be effective with respect to any portion order of the Outstanding Balance for which the Holder has a pending election to convert, or for conversions initiated or made as specified by the Holder during the Redemption Period. On the Redemption Payment Date, the Redemption Amount, less any portion of the Redemption Amount against which the Holder has exercised its conversion rights, shall be paid in good funds writing to the HolderBorrower at least one (1) business day prior to the Optional Prepayment Date. If the Borrower exercises its right to prepay the Note, the Borrower shall make payment to the Holder of an amount in cash (the “Optional Prepayment Amount”) equal to 130%, multiplied by the sum of: (w) the then outstanding principal amount of this Note plus (x) accrued and unpaid interest on the unpaid principal amount of this Note to the Optional Prepayment Date plus (y) Default Interest, if any, on the amounts referred to in clauses (w) and (x) plus (z) any amounts owed to the Holder pursuant to Section1.4(g) hereof. If the Borrower delivers and Optional Prepayment Notice and fails to pay the Redemption Optional Prepayment Amount on due to the Redemption Payment Date as set forth hereinHolder of the Note within two (2) business days following the Optional Prepayment Date, then such Notice of Redemption will be null and voidthe Borrower shall forever forfeit its right to prepay the Note pursuant to this Section 1.9.

Prepayment. At Notwithstanding anything to the contrary contained in this Note, so long as the Borrower has not received a Notice of Conversion from the Holder, then at any time after during the Original Issuance period beginning on the Issue Date and provided that no Event of Default has occurredending on the date which is ninety (90) days following the issue date, the Borrower shall have the right to prepay any portion of the Outstanding Balance at any time right, exercisable on not less than three (“Optional Redemption”), by paying 3) Trading Days prior written notice to the Holder a sum of money equal to one hundred percent (100%) of the Outstanding Balance amount Note to be redeemed, together with all prepay the outstanding Note (principal and accrued and unpaid Interest (calculated only through the Redemption Payment Dateinterest), and any and all other sums duein full, accrued or payable in accordance with this Section 1.9. Any notice of prepayment hereunder (an “Optional Prepayment Notice”) shall be delivered to the Holder arising under this of the Note or any Transaction Document through the Redemption Payment Date as defined below at its registered addresses and shall state: (the “Redemption Amount”); provided, however, 1) that the prepayment fee shall not exceed five percent (5%) of the Outstanding Balance amount to be prepaid. The Borrower’s election to exercise Borrower is exercising its right to prepay must be by notice in writing the Note, and (“Notice of Redemption”). The Notice of Redemption shall specify 2) the date of prepayment which shall be not more than three (3) Trading Days from the date of the Optional Prepayment Notice. On the date fixed for such Optional Redemption prepayment (the “Redemption Payment Optional Prepayment Date”), which the Borrower shall make payment of the Optional Prepayment Amount (as defined below) to or upon the order of the Holder as specified by the Holder in writing to the Borrower at least one (1) business day prior to the Optional Prepayment Date. If the Borrower exercises its right to prepay the Note, the Borrower shall make payment to the Holder of an amount in cash (the “Optional Prepayment Amount”) equal to 150%, multiplied by the sum of: (w) the then outstanding principal amount of this Note plus (x) accrued and unpaid interest on the unpaid principal amount of this Note to the Optional Prepayment Date plus (y) Default Interest, if any, on the amounts referred to in clauses (w) and (x) plus (z) any amounts owed to the Holder pursuant to Sections 1.3 and 1.4(g) hereof. If the Borrower delivers an Optional Prepayment Notice and fails to pay the Optional Prepayment Amount due to the Holder of the Note within two (2) business days following the Optional Prepayment Date, the Borrower shall forever forfeit its right to prepay the Note pursuant to this Section 1.9. Notwithstanding any to the contrary stated elsewhere herein, at any time during the period beginning on the ninety-first (91) day from the issue date and ending one hundred eighty (180) days following the issue date, the Borrower shall be fifteen have the right, exercisable on not less than three (153) Trading Days after prior written notice to the Holder of the Note to prepay the outstanding Note (principal and accrued interest), in full, in accordance with this Section 1.9. Any notice of prepayment hereunder (an “Optional Prepayment Notice”) shall be delivered to the Holder of the Note at its registered addresses and shall state: (1) that the Borrower is exercising its right to prepay the Note, and (2) the date of prepayment which shall be not more than three (3) Trading Days from the date of the Notice of Redemption Optional Prepayment Notice. On the date fixed for prepayment (the “Redemption PeriodOptional Prepayment Date”). A Notice of Redemption , the Borrower shall not be effective with respect to any portion make payment of the Outstanding Balance for which Second Optional Prepayment Amount (as defined below) to or upon the order of the Holder has a pending election to convert, or for conversions initiated or made as specified by the Holder during the Redemption Period. On the Redemption Payment Date, the Redemption Amount, less any portion of the Redemption Amount against which the Holder has exercised its conversion rights, shall be paid in good funds writing to the HolderBorrower at least one (1) business day prior to the Optional Prepayment Date. If the Borrower exercises its right to prepay the Note, the Borrower shall make payment to the Holder of an amount in cash (the “Second Optional Prepayment Amount”) equal to 175%, multiplied by the sum of: (w) the then outstanding principal amount of this Note plus (x) accrued and unpaid interest on the unpaid principal amount of this Note to the Optional Prepayment Date plus (y) Default Interest, if any, on the amounts referred to in clauses (w) and (x) plus (z) any amounts owed to the Holder pursuant to Sections 1.3 and 1.4(g) hereof. If the Borrower delivers an Optional Prepayment Notice and fails to pay the Redemption Second Optional Prepayment Amount on due to the Redemption Payment Date as set forth hereinHolder of the Note within two (2) business days following the Optional Prepayment Date, then such Notice the Borrower shall forever forfeit its right to prepay the Note pursuant to this Section 1.9. After the expiration of Redemption will be null and voidone hundred eighty (180) following the date of the Note, the Borrower shall have no right of prepayment.

Prepayment. At any time after Notwithstanding anything to the Original Issuance Date and provided that no Event of Default has occurredcontrary contained in this Note, the Borrower shall have the right to prepay any portion right, exercisable on a date not earlier than twelve (12) months from the date of the Outstanding Balance at any time this Note and not more than three (“Optional Redemption”), by paying 3) Trading Days prior written notice to the Holder a sum of money equal to one hundred percent (100%) of the Outstanding Balance amount Note to be redeemed, together with all prepay the outstanding Note (principal and accrued and unpaid Interest (calculated only through the Redemption Payment Dateinterest), and any and all other sums duein full, accrued or payable in accordance with this Section 1.7. Any notice of prepayment hereunder (an “Optional Prepayment Notice”) shall be delivered to the Holder arising under this of the Note or any Transaction Document through the Redemption Payment Date as defined below at its registered addresses and shall state: (the “Redemption Amount”); provided, however, 1) that the prepayment fee shall not exceed five percent (5%) of the Outstanding Balance amount to be prepaid. The Borrower’s election to exercise Borrower is exercising its right to prepay must be by notice in writing the Note, and (“Notice of Redemption”). The Notice of Redemption shall specify 2) the date of prepayment which shall be not earlier than twelve (12) months from the date of this Note and not more than three (3) Trading Days from the date of the Optional Prepayment Notice. On the date fixed for such Optional Redemption prepayment (the “Redemption Payment Optional Prepayment Date”), which date the Borrower shall be fifteen (15) Trading Days after the date make payment of the Notice of Redemption Optional Prepayment Amount (as defined below) to Holder, or upon the “Redemption Period”). A Notice of Redemption shall not be effective with respect to any portion direction of the Outstanding Balance for which the Holder has a pending election to convert, or for conversions initiated or made as specified by the Holder during in a writing to the Redemption Period. On the Redemption Payment Date, the Redemption Amount, less any portion of the Redemption Amount against Borrower (which direction shall to be sent to Borrower by the Holder has exercised its conversion rights, shall be paid in good funds at least one (1) business day prior to the HolderOptional Prepayment Date). If the Borrower exercises its right to prepay the Note, the Borrower shall make payment to the Holder of an amount in cash equal to $13,500 (the “Optional Prepayment Amount”). If the Borrower delivers an Optional Prepayment Notice and fails to pay the Redemption Optional Prepayment Amount on due to the Redemption Payment Date as set forth hereinHolder of the Note within two (2) business days following the Optional Prepayment Date, then such Notice the Borrower shall forever forfeit its right to prepay the Note pursuant to this Section 1.7. After the expiration of Redemption will be null and voideighteen (18) months following the Effective Date, the Borrower shall have no right of prepayment.

Prepayment. At any time after the Original Issuance Date and provided that no Event of Default has occurred, the Borrower The Company shall have the right to prepay any portion of the Outstanding Balance at any time prior to the twelve month anniversary (the “Optional RedemptionAnniversary Date”)) of the date of issuance of this Note, with the prior written consent of the Holder, to prepay all or some of the outstanding Principal Amount of this Note together with accrued interest then due (the "Prepayment Amount") by paying to the Holder a sum of money an amount equal to one hundred percent (100%1) the unpaid principal to be repaid plus (2) any accrued but unpaid interest plus (3) an amount equal to the interest which has not accrued as of the Outstanding Balance amount Optional Prepayment Date but would accrue on the principal to be redeemedrepaid during the period beginning on the Optional Prepayment Date and ending on the Anniversary Date (the “Early Prepayment Price”). Following the Anniversary Date, the Company shall have the right, exercisable on not less than three (3) Trading Days prior written notice to the Holder of the Note, to prepay all or some of the outstanding Principal Amount of this Note together with accrued interest then due by paying to the Holder an amount equal to (1) the unpaid principal to be repaid plus (2) any accrued but unpaid interest plus (3) an amount equal to one-half of the interest which has not accrued as of the Optional Prepayment Date (as defined below) but would accrue on the principal to be repaid during the period beginning on the Optional Prepayment Date and ending on the Maturity Date (the “Subsequent Prepayment Price” and, together with all accrued and unpaid Interest the Early Prepayment Price, the "Prepayment Price"). Any notice of prepayment hereunder (calculated only through the Redemption Payment Date), and any and all other sums due, accrued or payable an “Optional Prepayment Notice”) shall be delivered to the Holder arising under this Note or any Transaction Document through the Redemption Payment Date as defined below at its registered address and shall state: (the “Redemption Amount”); provided, however, 1) that the prepayment fee shall not exceed five percent (5%) of the Outstanding Balance amount to be prepaid. The Borrower’s election to exercise Company is exercising its right to prepay must be by notice in writing the Note, (“Notice of Redemption”). The Notice of Redemption shall specify 2) the Prepayment Amount, (3) the applicable Prepayment Price and (4) the date of prepayment which shall be not more than three (3) Trading Days from the date of the Optional Prepayment Notice. On the date fixed for such Optional Redemption prepayment (the “Redemption Payment Optional Prepayment Date”), which date the Company shall be fifteen (15) Trading Days after the date make payment of the Notice of Redemption (applicable Prepayment Price to or upon the “Redemption Period”). A Notice of Redemption shall not be effective with respect to any portion order of the Outstanding Balance for which the Holder has a pending election to convert, or for conversions initiated or made as specified by the Holder during in writing to the Redemption PeriodCompany at least one (1) business day prior to the Optional Prepayment Date. On The Company covenants and agrees that it will honor all Notices of Conversion (as defined below) tendered from the Redemption Payment Date, the Redemption Amount, less any portion time of delivery of the Redemption Amount against which Optional Prepayment Notice through the Holder has exercised its conversion rights, shall be date all amounts owing thereon are due and paid in good funds to the Holder. If the Borrower fails to pay the Redemption Amount on the Redemption Payment Date as set forth herein, then such Notice of Redemption will be null and void.full..

Prepayment. At Notwithstanding anything to the contrary contained in this Note, at any time after the Original Issuance Date and provided that no Event of Default has occurredtime, the Borrower shall have the right to prepay any portion of the Outstanding Balance at any time (“Optional Redemption”)right, by paying exercisable on not more than ten-days’ prior written notice to the Holder a sum of money equal to one hundred percent (100%) of the Outstanding Balance amount Note, to be redeemed, together with all prepay the outstanding Note (principal and accrued and unpaid Interest (calculated only through the Redemption Payment Dateinterest), and any and all other sums duein full, accrued or payable in accordance with this Section 1.7. Any notice of prepayment hereunder (an “Optional Prepayment Notice”) shall be delivered to the Holder arising under this of the Note or any Transaction Document through the Redemption Payment Date as defined below at its registered addresses and shall state: (the “Redemption Amount”); provided, however, 1) that the prepayment fee shall not exceed five percent (5%) of the Outstanding Balance amount to be prepaid. The Borrower’s election to exercise Borrower is exercising its right to prepay must be by notice in writing the Note, and (“Notice of Redemption”). The Notice of Redemption shall specify 2) the date of prepayment which shall be not more than ten days from the date of the Optional Prepayment Notice. On the date fixed for such Optional Redemption prepayment (the “Redemption Payment Optional Prepayment Date”), which date the Borrower shall be fifteen (15) Trading Days after the date make payment of the Notice of Redemption Optional Prepayment Amount (defined below) to Holder, or upon the “Redemption Period”). A Notice of Redemption shall not be effective with respect to any portion direction of the Outstanding Balance for which the Holder has a pending election to convert, or for conversions initiated or made as specified by the Holder during in a writing to the Redemption Period. On Borrower (which direction shall be sent to the Redemption Payment Date, the Redemption Amount, less any portion of the Redemption Amount against which Borrower by the Holder has exercised its conversion rights, shall be paid in good funds at least one (1) business day prior to the HolderOptional Prepayment Date). If the Borrower exercises its right to prepay the Note, the Borrower shall make payment to the Holder of an amount in cash equal to the then-outstanding principal amount of this Note plus (x) accrued and unpaid interest on the unpaid principal amount of this Note to the Optional Prepayment Date plus (y) Default Interest, if any (the “Optional Prepayment Amount”). If the Borrower delivers an Optional Prepayment Notice and fails to pay the Redemption Optional Prepayment Amount on due to the Redemption Payment Date as set forth hereinHolder of the Note within two (2) business days following the Optional Prepayment Date, then such Notice of Redemption will be null and voidthe Borrower shall forever forfeit its right to prepay the Note pursuant to this Section 1.7.

Prepayment. At (i) Notwithstanding anything to the contrary contained herein, Borrower may obtain a Qualified Redevelopment Release at any time after the Original Issuance Date and Effective Date, provided that no Event all conditions to a Property Release are otherwise satisfied, including without limitation, Borrower’s payment to Administrative Agent, on behalf of Default has occurredthe Lenders, of the applicable Release Price in connection with such Qualified Redevelopment Release. Except for Qualified Redevelopment Releases (and the payment of the applicable Release Price in connection therewith), Borrower may not prepay any portion of the Loan prior to July 31, 2013 (the “Prepayment Lockout Expiration Date”). Further, except for prepayments of a part of the outstanding indebtedness of the Loan in connection with (i) a Qualified Redevelopment Release or (ii) the sale or refinancing of a Non-Key Property or a Redevelopment Property and the related Property Release after the Prepayment Lockout Expiration Date, Borrower shall not have the right to make partial prepayments of the outstanding principal of the Loan; provided, further, that in connection with any sale or refinancing of a Non-Key Property or a Redevelopment Property, Borrower shall pay the applicable Prepayment Premium provided herein. After the Prepayment Lockout Expiration Date, Borrower may prepay the outstanding principal of the Loan attributable to a Non-Key Property or Redevelopment Property, as the case may be, in full or in part in connection with a refinancing or sale of such Non-Key Property or such Redevelopment Property in accordance with Section 2.7(c)(ii) below, but Borrower shall not have the right to prepay any portion the outstanding principal of the Outstanding Balance at any time (“Optional Redemption”), by paying Loan applicable to the Holder Key Properties (except as expressly permitted herein in connection with a sum of money equal to one hundred percent (100%) payoff of the Outstanding Balance amount to be redeemed, together with all accrued entire indebtedness outstanding under the Loan after the Prepayment Lockout Expiration Date and unpaid Interest (calculated only through the Redemption Payment Date), and any and all other sums due, accrued or payable to the Holder arising under this Note or any Transaction Document through the Redemption Payment Date as defined below (the “Redemption Amount”); provided, however, that the prepayment fee shall not exceed five percent (5%) payment of the Outstanding Balance amount to be prepaid. The Borrower’s election to exercise its right to prepay must be by notice in writing (“Notice of Redemption”applicable Prepayment Premium). The Notice of Redemption shall specify the date for such Optional Redemption (the “Redemption Payment Date”), which date shall be fifteen (15) Trading Days after the date of the Notice of Redemption (the “Redemption Period”). A Notice of Redemption shall not be effective with respect to any portion of the Outstanding Balance for which the Holder has a pending election to convert, or for conversions initiated or made by the Holder during the Redemption Period. On the Redemption Payment Date, the Redemption Amount, less any portion of the Redemption Amount against which the Holder has exercised its conversion rights, shall be paid in good funds to the Holder. If the Borrower fails to pay the Redemption Amount on the Redemption Payment Date as set forth herein, then such Notice of Redemption will be null and void.

Prepayment. At any time after the Original Issuance Date and provided that no Event of Default has occurred, the Borrower shall have the right to prepay, in full but not in part, the obligation evidenced by this Note upon giving (i) not less than thirty (30) days' prior written notice to Lender of Borrower's intention to so prepay any portion the Note, and (ii) payment to Lender of the Outstanding Balance at any time Prepayment Premium (“Optional Redemption”as hereinafter defined), by paying if any, then due to Lender as hereinafter provided. As used herein, the Holder a sum term "Prepayment Premium" shall mean the greater of money equal to (x) one hundred percent (1001.0%) of the Outstanding Balance outstanding principal balance of this Note, or (y) a sum equal to (a) the present value of the scheduled monthly payments hereunder from the date of prepayment to the Maturity Date and (b) the present value of the amount of principal and interest due on the Maturity Date (assuming all scheduled monthly payments due hereunder prior to be redeemed, together with all accrued and unpaid Interest (calculated only through the Redemption Payment DateMaturity Date were made when due), minus (c) the outstanding principal balance hereof as of the date of prepayment. The present value described in (a) and any and all other sums due, accrued or payable to the Holder arising under this Note or any Transaction Document through the Redemption Payment Date as defined below (the “Redemption Amount”); provided, however, that the prepayment fee shall not exceed five percent (5%b) of the Outstanding Balance amount immediately preceding sentence are to be prepaid. The Borrower’s election to exercise its right to prepay must be by notice in writing (“Notice computed on a monthly basis as of Redemption”). The Notice of Redemption shall specify the date for such Optional Redemption (the “Redemption Payment Date”), which date shall be fifteen (15) Trading Days after the date of prepayment, discounted at the Notice of Redemption (the “Redemption Period”). A Notice of Redemption shall not be effective with respect yield to any portion maturity of the Outstanding Balance for U.S. Treasury Note or Bond that is closest in maturity to the Maturity Date as reported in the Wall Street Journal (or if the Wall Street Journal is no longer published, as reported in such other daily financial publication of national circulation which shall be designated by Lender) on the Holder fifth (5th) business day preceding the date of prepayment. Borrower shall be obligated to prepay this Note on the date set forth in the notice to Lender required hereinabove, after such notice has a pending election been delivered to convertLender. Notwithstanding the foregoing or any other provision herein to the contrary, if the Lender elects to apply insurance proceeds, condemnation awards or for conversions initiated or made by any escrowed amounts, if applicable, to the Holder during the Redemption Period. On the Redemption Payment Date, the Redemption Amount, less any portion reduction of the Redemption Amount against which principal balance of this Note in the Holder has exercised its conversion rightsmanner provided in the Security Deed (as hereinafter defined), no Prepayment Premium shall be paid in good funds to due or payable as a result of such application, and the Holder. If the Borrower fails to pay the Redemption Amount on the Redemption Payment Date as set forth herein, then such Notice of Redemption will monthly installments due and payable hereunder shall be null and voidreduced accordingly.

Prepayment. At Borrower may not prepay the Term Loan in whole or in part, except during the Prepayment Period, except as set forth below. Lender may refuse to accept any time after Term Loan prepayment which does not comply with this Section 2.1(c). During the Original Issuance Date and provided that no Event of Default has occurredPrepayment Period, Borrower may prepay the Term Loan, in whole or in part, without premium. However, if Borrower shall have prepays the right to prepay any portion of the Outstanding Balance Term Loan at any time (“Optional Redemption”)other than during the Prepayment Period, by paying then concurrent with the prepayment, Borrower shall remit to Lender the Holder a sum of money equal to one hundred percent (100%) of the Outstanding Balance amount to be redeemed, together with all accrued and unpaid Interest (calculated only through the Redemption Payment Date), and any and all other sums due, accrued or payable to the Holder arising under this Note or any Transaction Document through the Redemption Payment Date as defined below (the “Redemption Amount”)Prepayment Premium; provided, however, that the prepayment fee shall not exceed five percent (5%) of the Outstanding Balance amount to be prepaid. The Borrower’s election to exercise its right to prepay must be by notice in writing (“Notice of Redemption”). The Notice of Redemption shall specify the date for such Optional Redemption (the “Redemption Payment Date”), which date shall be fifteen (15) Trading Days after the date of the Notice of Redemption (the “Redemption Period”). A Notice of Redemption Prepayment Premium shall not be effective with respect required to any portion the extent the source of such prepayment is from Borrower's operational cash flow (and only to such extent), and not a refinancing, sale of the Outstanding Balance Property or any other source. Upon request, Borrower shall provide Lender with evidence reasonably satisfactory to Lender that any such exception to the Prepayment Premium is from Borrower's operational cash flow. (i) Lender and Borrower agree that: (A) the Prepayment Premium is not a penalty; (B) the Prepayment Premium will compensate Lender for which the Holder has a pending election to convert, or for conversions initiated or made by the Holder during the Redemption Period. On the Redemption Payment Date, the Redemption Amount, less any portion Lender's losses resulting from Borrower's prepayment of the Redemption Amount against which Term Loan; (C) Lender is likely to sustain losses if Borrower prepays the Holder Term Loan; (D) the calculation method used to determine the Prepayment Premium is a reasonable determination of Lender's loss resulting from Borrower's prepayment of the Term Loan; (E) Lender has exercised no obligation to mitigate its conversion rightsloss arising from any prepayment of the Term Loan; and (F) the compensation Lender will receive from the Term Loan, shall be paid in good funds if the Term Loan is not prepaid, is greater than or equal to the Holder. If Prepayment Premium. (ii) Borrower waives any right to claim that the Prepayment Premium is unenforceable or a penalty. (iii) Borrower fails acknowledges that Lender: (A) made the Term Loan to pay Borrower expecting that Borrower will not repay the Redemption Amount on Term Loan early but will repay the Redemption Payment Date Term Loan as set forth hereinin Section 2.1(b) above; and (B) was not willing to make the Term Loan for a shorter period. (iv) If during an Event of Default Period, Lender accelerates the maturity and repayment of the Term Loan, then such Notice the Prepayment Premium for will also be due and added to the Indebtedness. Borrower has read and understands the terms of Redemption will be null this Prepayment Subsection. EDUCATIONAL DEVELOPMENT CORPORATION, a Delaware corporation By: Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ Title: Chairman, President and void.CEO

Prepayment. At any time after Except as provided herein, Borrower may not prepay this Note during the Original Issuance Date first and provided that second Loan Years. Commencing with the third Loan Year and if no Event of Default has occurredexists, Borrower may voluntarily prepay the entire unpaid Principal Sum on any date on which a Monthly Installment is payable. Borrower shall have the right must give Lender at least thirty (30) days prior written notice of Borrower's intention to prepay. Once given, such notice may not be withdrawn, and failure to prepay any portion in accordance with the notice shall be an Event of Default. The prepayment of the Outstanding Balance at any time (“Optional Redemption”)Principal Sum shall be accompanied by a payment of all accrued and unpaid interest, by paying to an administrative fee of $4,000 plus a premium for prepayment. The amount of the Holder a sum of money equal to one hundred premium shall be: three percent (1003%) of the Outstanding Balance amount to be redeemed, together with all accrued unpaid Principal Sum during the third and unpaid Interest (calculated only through the Redemption Payment Date), and any and all other sums due, accrued or payable to the Holder arising under this Note or any Transaction Document through the Redemption Payment Date as defined below (the “Redemption Amount”)fourth Loan Years; provided, however, that the prepayment fee shall not exceed five two percent (52%) of the Outstanding Balance amount to be prepaid. The Borrower’s election to exercise its right to prepay must be by notice in writing unpaid Principal Sum during the fifth and six Loan Years; and one percent (“Notice of Redemption”). The Notice of Redemption shall specify the date for such Optional Redemption (the “Redemption Payment Date”), which date shall be fifteen (151%) Trading Days after the date of the Notice of Redemption (the “Redemption Period”). A Notice of Redemption shall not be effective with respect to any portion of the Outstanding Balance for which the Holder has a pending election to convert, or for conversions initiated or made by the Holder unpaid Principal Sum during the Redemption Period. On the Redemption Payment Date, the Redemption Amount, less any portion of the Redemption Amount against which the Holder has exercised its conversion rights, shall be paid in good funds to the Holderseventh and all remaining Loan Years. If the unpaid balance of the Principal Sum is accelerated, by reason of an Event of Default during any of the Loan Years, such an acceleration shall be deemed to be a prepayment and Borrower fails shall pay to pay Lender, in addition to all other sums due as a result of the Redemption Amount on acceleration, the Redemption Payment Date as applicable premium set forth herein. In the event of an acceleration in the first and second Loan Years, the amount of the premium shall be ten percent (10%) of the unpaid Principal Sum. If commencing with the third Loan Year a partial prepayment of the Principal Sum occurs as a result of a payment to Lender of a Closure Price, as defined in the Loan Agreement, each Monthly Installment thereafter shall be reduced to an amount which will amortize the then such Notice unpaid Principal Sum at the Interest Rate over the then remaining Number of Redemption Monthly Installments. In addition to the Closure Price, Borrower shall pay all sums set forth in Article 9 of the Loan Agreement. If a partial prepayment of the Principal Sum occurs as a result of the application by Lender of Taking Proceeds or Insurance Proceeds, as provided in the Indenture each Monthly Installment thereafter shall be reduced to an amount which will amortize the then unpaid Principal Sum at the Interest Rate over the then remaining Number of Monthly Installments. No prepayment premium nor administrative fee are required to be null and voidpaid by Borrower in connection with any Taking Proceeds or Insurance Proceeds.

Prepayment. At (a) If, as of the last day of any time after Collection Period, the Original Issuance Pool Balance shall be less than or equal to 15% of the sum of (a) the aggregate Principal Balances of all of the Contracts as of the Initial Cutoff Date and provided (b) the sum, for each Additional Contract Cutoff Date, of the Aggregate Principal Balances of all Contracts that no Event of Default has occurredbecame Additional Contracts on such Additional Contract Cutoff Date, the Borrower Depositor shall have the right option to prepay any portion of purchase on the Outstanding Balance at any time (“Optional Redemption”), by paying to the Holder a sum of money equal to one hundred percent (100%) of the Outstanding Balance amount to be redeemed, together with all accrued and unpaid Interest (calculated only through the Redemption Payment Date), and any and all other sums due, accrued or payable to the Holder arising under this Note or any Transaction Document through the Redemption following Payment Date as defined below (the “Redemption Amount”); providedOwner Trust Estate, howeverother than the Collection Account, that the prepayment fee Class A Note Payment Account, the Class B Note Payment Account, the Prefunding Account and the Reserve Account. To exercise such option, the Depositor shall not exceed five percent (5%) of the Outstanding Balance amount to be prepaid. The Borrower’s election to exercise its right to prepay must be by notice notify in writing (“Notice of Redemption”). The Notice of Redemption shall specify the date for such Optional Redemption (Owner Trustee, the “Redemption Payment Date”), which date shall be Indenture Trustee and the Insurer no later than fifteen (15) Trading Days after days prior to the date of the Notice of Redemption Payment Date on which such repurchase is to be effected (the “Redemption Period”). "PREPAYMENT DATE") and shall deposit into 24 the Collection Account on the Business Day preceding such Payment Date an amount equal to the aggregate Purchase Amount for the Contracts, PLUS the appraised value of any other Trust Property, other than the Collection Account, the Class A Notice of Redemption Note Payment Account, the Class B Note Payment Account, the Prefunding Account or the Reserve Account, such value to be determined by an appraiser mutually agreed upon by the Servicer, the Trust, the Indenture Trustee and the Insurer; PROVIDED, HOWEVER, that the Depositor shall not be effective with respect permitted to any portion exercise such option unless the amount to be deposited in the Collection Account pursuant to this SECTION 9.3(A) is at least equal to the sum of the Outstanding Class A Note Balance for which and the Holder has a pending election to convert, or for conversions initiated or made by Class B Note Balance PLUS all accrued but unpaid interest (including any overdue interest) on the Holder during Class A Notes PLUS all amounts due the Redemption PeriodInsurer under the Insurance Agreement and the Policy. On the Redemption Payment DateUpon such payment, the Redemption AmountDepositor shall succeed to and own all interests in and to the Owner Trust Estate other than the Collection Account, less any portion of the Redemption Amount against which Class A Note Payment Account, the Holder has exercised its conversion rightsClass B Note Payment, the Prefunding Account and the Reserve Account. Such payment amount, PLUS, to the extent necessary, all amounts in the Collection Account, the Class A Note Payment Account, the Class B Note Payment Account, the Prefunding Account and the Reserve Account, shall be paid used to make payments in good funds full to the Holder. If Noteholders and the Borrower fails Insurer in the manner set forth in Article III of the Sale and Allocation Agreement. (b) If, at the time the Depositor exercises its purchase option hereunder, the Depositor's long-term unsecured debt has a rating lower than investment grade by the Rating Agencies, the Depositor shall deliver to pay the Redemption Amount Owner Trustee and the Indenture Trustee on the Redemption such Payment Date as set forth herein(i) a letter from an Independent investment bank or an Independent public accountant to the effect that the price paid by the Depositor for the Owner Trust Estate other than the Collection Account, then the Class A Note Payment Account, the Class B Note Payment Account, the Prefunding Account and the Reserve Account at the time of transfer pursuant to such Notice of Redemption will be null and voidpurchase option represented a fair market price for such assets or (ii) a letter from the Rating Agencies to the effect that no such letter is required.

Prepayment. At any time after the Original Issuance Date and provided that So long as no Event of Default (as defined below) has occurred, the Borrower Company shall have the right right, exercisable on not less than five (5) Trading Days prior written notice to Investor to prepay any portion of the Outstanding Balance at any time (“Optional Redemption”), by paying to the Holder a sum of money equal to one hundred percent (100%) of the Outstanding Balance amount to be redeemed, together with all accrued and unpaid Interest (calculated only through the Redemption Payment Date), and any and all other sums due, accrued or payable to the Holder arising under this Note or any Transaction Document through the Redemption Payment Date as defined below (the “Redemption Amount”); provided, however, that the prepayment fee shall not exceed five percent (5%) of the Outstanding Balance amount to be prepaid. The Borrower’s election to exercise its right to prepay must be by notice in writing (“Notice of Redemption”). The Notice of Redemption shall specify the date for less such Optional Redemption (the “Redemption Payment Date”), which date shall be fifteen (15) Trading Days after the date of the Notice of Redemption (the “Redemption Period”). A Notice of Redemption shall not be effective with respect to any portion of the Outstanding Balance for which Company has received a Purchase Notice (as defined below) from Investor where the Holder has a pending election applicable Purchase Shares have not yet been delivered) of this Pre-Paid Purchase, in part or in full, without penalty, in accordance with this Section 1.2. Any notice of prepayment hereunder (an “Optional Prepayment Notice”) shall be delivered to convertInvestor in accordance with the notice provisions set forth in the Purchase Agreement and shall state: (i) that Company is exercising its right to prepay this Pre-Paid Purchase, or for conversions initiated or made by and (ii) the Holder during date of prepayment, which shall be not less than five (5) Trading Days from the Redemption Perioddate of the Optional Prepayment Notice. On the Redemption Payment date fixed for prepayment (the “Optional Prepayment Date”), Company shall make payment of the Optional Prepayment Amount (as defined below) to or upon the order of Investor as may be specified by Investor in writing to Company. For the avoidance of doubt, Investor shall be entitled to exercise its purchase rights in Section 3 until the Optional Prepayment Date. If Company exercises its right to prepay this Pre-Paid Purchase, Company shall make payment to Investor of an amount in cash equal to 110% multiplied by the then Outstanding Balance of this Pre-Paid Purchase being prepaid (the “Optional Prepayment Amount”). In the event Company delivers the Optional Prepayment Amount to Investor prior to the Optional Prepayment Date, the Redemption AmountOptional Prepayment Amount shall not be deemed to have been paid to Investor until the Optional Prepayment Date. In the event Company delivers the Optional Prepayment Amount without an Optional Prepayment Notice, less any portion of then the Redemption Optional Prepayment Date will be deemed to be the date that is five (5) Trading Days from the date that the Optional Prepayment Amount against which the Holder has exercised its conversion rights, was delivered to Investor and Investor shall be paid in good funds entitled to the Holderexercise its purchase rights set forth herein during such five (5) Trading Day period. If the Borrower In addition, if Company delivers an Optional Prepayment Notice and fails to pay the Redemption Optional Prepayment Amount on due to Investor within five (5) Trading Days following the Redemption Payment Date as set forth hereinOptional Prepayment Date, then such Notice of Redemption will be null and voidCompany shall forfeit its right to prepay this Pre-Paid Purchase for thirty (30) calendar days.

Prepayment. At The Prepayment referred to in this Agreement shall be deemed as a security deposit. The total amount of Prepayment is ***, the payment schedule of which is set out in Exhibit B. Except as otherwise provided herein, Buyer expressly confirms it understands and agrees that, once this Agreement is executed, under no circumstances shall Buyer require Seller to refund part or all of the abovementioned Prepayment, unless Buyer terminates or cancels this Agreement pursuant to Article 8 as a result of Seller’s breach. Such Prepayment shall be used to offset the purchase price to be paid by Buyer only according to the following provisions: The Parties confirm that, starting ***, *** of the total prepayment may be used in each month to offset the amount payable for the purchase price for any time batch delivered in such month as instructed by Buyer. Seller shall refund Buyer the remaining Prepayment (if any) free of interest within *** after the Original Issuance Date and provided that no Event full performance or any early termination or rescission of Default has occurredthis Agreement except where Buyer commits a material breach. If Buyer commits a material breach of this Agreement, Seller should notify Buyer in writing of any outstanding penalties or liquidated damages. If Buyer does not pay such penalties or liquidated damages within *** from receiving the Borrower notice, Seller is entitled to use the Prepayment to offset such penalties or liquidated damages (which shall have a priority over offsetting the right to prepay any portion of regular payment for the Outstanding Balance at any time (“Optional Redemption”), by paying to the Holder a sum of money equal to one hundred percent (100%) of the Outstanding Balance amount to be redeemed, together with all accrued and unpaid Interest (calculated only through the Redemption Payment DateProducts), and Seller may also require Buyer to make up the deficiency *** CONFIDENTIAL TREATMENT REQUESTED. CONFIDENTIAL PORTIONS HAVE BEEN REDACTED AND FILED SEPARATELY WITH THE COMMISSION. in Prepayment in the amount equals the penalties or liquidated damages that is being offset. The aforementioned notice does not excuse Buyer from any and all other sums due, accrued or payable to the Holder arising liability under this Note or any Transaction Document through the Redemption Payment Date as defined below (the “Redemption Amount”); provided, however, that the prepayment fee shall not exceed five percent (5%) of the Outstanding Balance amount to be prepaid. The Borrower’s election to exercise its right to prepay must be by notice in writing (“Notice of Redemption”). The Notice of Redemption shall specify the date for such Optional Redemption (the “Redemption Payment Date”), which date shall be fifteen (15) Trading Days after the date of the Notice of Redemption (the “Redemption Period”). A Notice of Redemption shall not be effective with respect to any portion of the Outstanding Balance for which the Holder has a pending election to convert, or for conversions initiated or made by the Holder during the Redemption Period. On the Redemption Payment Date, the Redemption Amount, less any portion of the Redemption Amount against which the Holder has exercised its conversion rights, shall be paid in good funds to the Holder. If the Borrower fails to pay the Redemption Amount on the Redemption Payment Date as set forth herein, then such Notice of Redemption will be null and voidAgreement.

Prepayment. At any time after From the Original Issuance one-year anniversary of the Issue Date and provided that no Event of Default has occurreduntil the Maturity Date, the Borrower shall have the right, exercisable on five (5) Trading Days prior written notice to the Holder of the Note, to prepay the outstanding Principal Amount and Interest then due under this Note in accordance with this Section 1.8. Any notice of prepayment hereunder (an “Optional Prepayment Notice”) shall be delivered to the Holder of the Note at its registered addresses and shall state: (1) that the Borrower is exercising its right to prepay the Note, and (2) the date of prepayment which shall be five (5) Trading Days from the date of the Optional Prepayment Notice (the “Optional Prepayment Date”). The Holder shall have the right, during the period beginning on the date of Holder’s receipt of the Optional Prepayment Notice and until the Holder’s actual receipt of the full prepayment amount on the Optional Prepayment Date, to instead convert all or any portion of the Outstanding Balance Note, subject to the limitations in Section 1.2 at any time (“the then applicable Conversion Price, including the amount of this Note to be prepaid by the Borrower in accordance with this Section 1.8, even if the Note is not yet convertible under Section 1.1 of this Note. On the Optional Redemption”)Prepayment Date, the Borrower shall make payment of the amounts designated below to or upon the order of the Holder as specified by paying the Holder in writing to the Borrower. If the Borrower exercises its right to prepay the Note in accordance with this Section 1.8, the Borrower shall make payment to the Holder a sum of money an amount in cash equal to one hundred percent the sum of: (100%w) of the Outstanding Balance amount to be redeemed, together with all Principal Amount then outstanding plus (x) the accrued and unpaid Interest (calculated only through on the Redemption Payment Date), and any and all other sums due, accrued or payable Principal Amount to the Holder arising under this Note or any Transaction Document through the Redemption Payment Date as defined below (the “Redemption Amount”); provided, however, that the prepayment fee shall not exceed five percent (5%) of the Outstanding Balance amount to be prepaid. The Borrower’s election to exercise its right to prepay must be by notice in writing (“Notice of Redemption”). The Notice of Redemption shall specify the date for such Optional Redemption (the “Redemption Payment Prepayment Date”), which date shall be fifteen (15) Trading Days after the date of the Notice of Redemption (the “Redemption Period”). A Notice of Redemption shall not be effective with respect to any portion of the Outstanding Balance for which the Holder has a pending election to convert, or for conversions initiated or made by the Holder during the Redemption Period. On the Redemption Payment Date, the Redemption Amount, less any portion of the Redemption Amount against which the Holder has exercised its conversion rights, shall be paid in good funds to the Holder. If the Borrower fails to pay the Redemption Amount on the Redemption Payment Date as set forth herein, then such Notice of Redemption will be null and void.

Prepayment. At Notwithstanding anything to the contrary contained in this Note, at any time prior to or as of (but not following) the earlier of the (i) the first Conversion Date hereunder and (ii) the 270th calendar day after the Original Issuance Date and provided that no Event of Default has occurredIssue Date, the Borrower shall have the right to prepay any portion of the Outstanding Balance at any time right, exercisable on not less than one (“Optional Redemption”), by paying 1) Trading Days prior written notice to the Holder a sum of money equal to one hundred percent (100%) of the Outstanding Balance amount Note, to prepay the outstanding Principal Amount and interest (including any Default Interest) then due under this Note, in whole or in part, in accordance with this Section 1.9. Any notice of prepayment hereunder (an “Optional Prepayment Notice”) shall be redeemed, together with all accrued and unpaid Interest (calculated only through the Redemption Payment Date), and any and all other sums due, accrued or payable delivered to the Holder arising under this of the Note or any Transaction Document through the Redemption Payment Date as defined below at its registered addresses and shall state: (the “Redemption Amount”); provided, however, 1) that the prepayment fee shall not exceed five percent (5%) of the Outstanding Balance amount to be prepaid. The Borrower’s election to exercise Borrower is exercising its right to prepay must be by notice in writing the Note, and (“Notice of Redemption”). The Notice of Redemption shall specify 2) the date of prepayment which shall be not more than one (1) Trading Days from the date of the Optional Prepayment Notice. On the date fixed for such Optional Redemption prepayment (the “Redemption Payment Optional Prepayment Date”), which date the Borrower shall be fifteen (15) Trading Days after the date make payment of the Notice of Redemption (amounts designated below to or upon the “Redemption Period”). A Notice of Redemption shall not be effective with respect to any portion order of the Outstanding Balance for which the Holder has a pending election to convert, or for conversions initiated or made as specified by the Holder during the Redemption Period. On the Redemption Payment Date, the Redemption Amount, less any portion of the Redemption Amount against which the Holder has exercised its conversion rights, shall be paid in good funds writing to the HolderBorrower at least one (1) business day prior to the Optional Prepayment Date. If the Borrower fails exercises its right to pay prepay the Redemption Note at any time within the initial thirty (30) calendar days following the Issue Date, the Borrower shall make payment to the Holder of an amount in cash equal to the sum of: (w) 115% multiplied by the Principal Amount then outstanding plus (x) accrued and unpaid interest on the Redemption Payment Principal Amount to the Optional Prepayment Date as set forth hereinplus (y) Default Interest, if any, on the amounts referred to in clauses (w) and (x). If the Borrower exercises its right to prepay the Note at any time from the 31st calendar day through the 60th calendar day following the Issue Date, the Borrower shall make payment to the Holder of an amount in cash equal to the sum of: (w) 120% multiplied by the Principal Amount then such Notice outstanding plus (x) accrued and unpaid interest on the Principal Amount to the Optional Prepayment Date plus (y) Default Interest, if any, on the amounts referred to in clauses (w) and (x). If the Borrower exercises its right to prepay the Note at any time from the 61st calendar day through the 120th calendar day following the Issue Date, the Borrower shall make payment to the Holder of Redemption will an amount in cash equal to the sum of: (w) 125% multiplied by the Principal Amount then outstanding plus (x) accrued and unpaid interest on the Principal Amount to the Optional Prepayment Date plus (y) Default Interest, if any, on the amounts referred to in clauses (w) and (x). If the Borrower exercises its right to prepay the Note at any time from the 121st calendar day through the 180th calendar day following the Issue Date, the Borrower shall make payment to the Holder of an amount in cash equal to the sum of: (w) 130% multiplied by the Principal Amount then outstanding plus (x) accrued and unpaid interest on the Principal Amount to the Optional Prepayment Date plus (y) Default Interest, if any, on the amounts referred to in clauses (w) and (x). After the 181st calendar day, this Note may not be null and voidprepaid in full or in part until the Maturity Date.

Prepayment. At On the last Business Day of any time after Settlement Period during the Original Issuance Date and provided that no Event of Default has occurredRevolving Period, the Borrower shall have Transferor may cause the right Trust to prepay any portion prepay, in whole or in part, the Series 1997-1 Investor Certificates (a "PREPAYMENT") from amounts on deposit in the Prepayment Account and/or the Series 1997-1 Excess Funding Sub-Account so long as: (i) no Early Amortization Event, Prospective Early Amortization Event or Accumulation Event would occur by reason of such Prepayment if the Outstanding Balance at any time (“Optional Redemption”), by paying to Prepayment occurred on the Holder a sum of money equal to one hundred percent (100%date the Transferor delivered the notice provided for in Section 9(b) of the Outstanding Balance amount to be redeemed, together with all accrued and unpaid Interest (calculated only through the Redemption Payment Date), and any and all other sums due, accrued or payable to the Holder arising under this Note or any Transaction Document through the Redemption Payment Date as defined below (the “Redemption Amount”"PREPAYMENT NOTICE DATE"); provided; (ii) no Early Amortization Event, howeverProspective Early Amortization Event or Accumulation Event has occurred and is continuing as of the close of business on the Business Day immediately preceding the Prepayment Notice Date; (iii) after giving effect to such Prepayment, as if it occurred on the Prepayment Notice Date, the proportion that the prepayment fee shall not exceed five percent Class A Invested Amount would bear to the Class B Invested Amount (5%) of the Outstanding Balance amount to be prepaid. The Borrower’s election to exercise its right to prepay must be by notice in writing (“Notice of Redemption”). The Notice of Redemption shall specify the date for such Optional Redemption (the “Redemption Payment Date”), which date shall be fifteen (15) Trading Days after the date of the Notice of Redemption (the “Redemption Period”). A Notice of Redemption shall not be effective assuming no Investor Funding Deficiencies with respect to any portion Borrowing) shall be the same as the proportion that the Maximum Invested Amount of Class A bears to the Outstanding Balance for which Maximum Invested Amount of Class B; (iv) after giving effect to such Prepayment, as if it occurred on the Holder has a pending election to convert, or for conversions initiated or made by the Holder during the Redemption Period. On the Redemption Payment Prepayment Notice Date, the Redemption Amount, less any portion sum of the Redemption Class B Invested Amount against which PLUS the Holder has exercised its conversion rightsClass C Invested Amount will be at least equal to the Required Subordinated Amount; (v) if the Class A Invested Amount would equal zero after giving effect to such Prepayment, as if it occurred on the Prepayment Notice Date, no amount of such Prepayment shall be paid in good funds applied against the Class C Invested Amount unless the Class B Invested Amount would also equal zero after giving effect to the Holder. If the Borrower fails such Prepayment; and (vi) after giving effect to pay the Redemption Amount such Prepayment, as if it occurred on the Redemption Payment Date as set forth hereinPrepayment Notice Date, then such Notice the requirements of Redemption Section 8(d) will be null and voidsatisfied.

Prepayment. At any time after the Original Issuance Date and provided that So long as no Event of Default (as defined below) has occurred, the Borrower Company shall have the right right, exercisable on not less than ten (10) Trading Days prior written notice to Investor to prepay any portion of the Outstanding Balance at any time (“Optional Redemption”), by paying to the Holder a sum of money equal to one hundred percent (100%) of the Outstanding Balance amount to be redeemed, together with all accrued and unpaid Interest (calculated only through the Redemption Payment Date), and any and all other sums due, accrued or payable to the Holder arising under this Note or any Transaction Document through the Redemption Payment Date as defined below (the “Redemption Amount”); provided, however, that the prepayment fee shall not exceed five percent (5%) of the Outstanding Balance amount to be prepaid. The Borrower’s election to exercise its right to prepay must be by notice in writing (“Notice of Redemption”). The Notice of Redemption shall specify the date for less such Optional Redemption (the “Redemption Payment Date”), which date shall be fifteen (15) Trading Days after the date of the Notice of Redemption (the “Redemption Period”). A Notice of Redemption shall not be effective with respect to any portion of the Outstanding Balance for which Company has received a Purchase Notice (as defined below) from Investor where the Holder has a pending election applicable Purchase Shares have not yet been delivered) of this Pre-Paid Purchase, in part or in full, without penalty, in accordance with this Section 1.2. Any notice of prepayment hereunder (an “Optional Prepayment Notice”) shall be delivered to convertInvestor in accordance with the notice provisions set forth in the Purchase Agreement and shall state: (i) that Company is exercising its right to prepay this Pre-Paid Purchase, or for conversions initiated or made by and (ii) the Holder during date of prepayment, which shall be not less than ten (10) Trading Days from the Redemption Perioddate of the Optional Prepayment Notice. On the Redemption Payment date fixed for prepayment (the “Optional Prepayment Date”), Company shall make payment of the Optional Prepayment Amount (as defined below) to or upon the order of Investor as may be specified by Investor in writing to Company. For the avoidance of doubt, Investor shall be entitled to exercise its purchase rights in Section 3 until the Optional Prepayment Date. If Company exercises its right to prepay this Pre-Paid Purchase, Company shall make payment to Investor of an amount in cash equal to 110% multiplied by the then Outstanding Balance of this Pre-Paid Purchase being prepaid (the “Optional Prepayment Amount”). In the event Company delivers the Optional Prepayment Amount to Investor prior to the Optional Prepayment Date, the Redemption AmountOptional Prepayment Amount shall not be deemed to have been paid to Investor until the Optional Prepayment Date. In the event Company delivers the Optional Prepayment Amount without an Optional Prepayment Notice, less any portion of then the Redemption Optional Prepayment Date will be deemed to be the date that is ten (10) Trading Days from the date that the Optional Prepayment Amount against which the Holder has exercised its conversion rights, was delivered to Investor and Investor shall be paid in good funds entitled to the Holderexercise its purchase rights set forth herein during such ten (10) Trading Day period. If the Borrower In addition, if Company delivers an Optional Prepayment Notice and fails to pay the Redemption Optional Prepayment Amount on due to Investor within ten (10) Trading Days following the Redemption Payment Date as set forth hereinOptional Prepayment Date, then such Notice of Redemption will be null and voidCompany shall forever forfeit its right to prepay this Pre-Paid Purchase.

Prepayment. At any time after You can pay the Original Issuance Date and provided that no Event of Default has occurred, the Borrower shall have the right to prepay any portion of the Outstanding Balance at any time (“Optional Redemption”), Loan back early by paying to us the Holder a sum of money equal to one hundred percent (100%Full Prepayment Amount defined in clause 3.3(a) of the Outstanding Balance General Terms. The Full Prepayment Amount includes an Early Settlement Fee and an amount equal to our reasonable estimate of our loss arising from full prepayment (if any) – that is, a loss that relates to differences in interest rates. Our reasonable estimate of our loss will not be redeemedany more than an amount calculated using the formula set out in regulation 9 or regulation 11 of the Credit Contracts and Consumer Finance Regulations 2004. A Part Prepayment (including any early or extra payment that does not pay off the Loan in full) will be held and credited according to the SCHEDULE OF PAYMENTS, together with all accrued unless otherwise agreed. That means the Part Prepayment will generally not be credited when received and unpaid Interest will not reduce the amount of interest you pay us overall. If instead we agree to credit the Part Prepayment ahead of the SCHEDULE OF PAYMENTS, and change the SCHEDULE OF PAYMENTS or refinance the Loan (calculated only through either to reduce the Redemption term of the Loan or to reduce your future Payment DateAmounts), we may also charge you a Variation Fee. More information about prepayments is set out at clause 3.3 of the General Terms, and any and all other sums due, accrued applicable fees are listed in the attached FEE SCHEDULE. You can cancel this Agreement by giving written notice to us within 5 business days of being handed a completed copy of this Agreement; or payable within 7 business days of receipt if the completed Agreement is emailed or sent to the Holder arising under this Note you electronically; or any Transaction Document through the Redemption Payment Date as defined below (the “Redemption Amount”); provided, however, that the prepayment fee shall not exceed five percent (5%) within 9 business days of the Outstanding Balance amount date the completed Agreement was posted to be prepaid. The Borrower’s election to exercise its right to prepay must be by notice in writing you (“Notice of Redemption”if applicable). The Notice of Redemption shall specify Saturdays, Sundays and national public holidays are not counted as business days. You can physically give the date notice to us or our employee or agent, post the notice to us or our agent or email the notice to our email address listed in these Commercial Terms. If you cancel this Agreement, you must immediately repay the Loan and any interest accrued for such Optional Redemption the period starting on the day you get the Loan until the day you repay us in full (the “Redemption Payment Date”), which date shall be fifteen (15) Trading Days after the date of the Notice of Redemption (the “Redemption Period”if relevant). A Notice You must also reimburse us for any reasonable expenses we have to pay in connection with this Agreement and its cancellation, including legal fees and credit report fees. This statement is only a summary of Redemption shall not be effective with respect to any portion of the Outstanding Balance for which the Holder has a pending election to convertyour cancellation rights and obligations. If you want more information, or for conversions initiated or made by the Holder during the Redemption Periodif you think that we are being unreasonable in any way, you should seek legal advice immediately. On the Redemption Payment DateIf you are unable reasonably to keep up your payments because of illness, injury, loss of employment, the Redemption Amountend of a relationship, less any portion or other reasonable cause, you may be able to ask us to vary the terms of the Redemption Amount against which the Holder has exercised its conversion rightsthis Agreement (we call this a Hardship Variation). To apply for a Hardship Variation, shall be paid in good funds to the Holder. If the Borrower fails to pay the Redemption Amount on the Redemption Payment Date as set forth herein, then such Notice of Redemption will be null and void.you need to:

Prepayment. At Notwithstanding anything to the contrary contained in this Note, at any time after during the Original Issuance Date and provided that no Event of Default has occurredperiods set forth on the table immediately following this paragraph (the “Prepayment Periods”), the Borrower shall have the right to prepay any portion of the Outstanding Balance at any time right, exercisable on not more than three (“Optional Redemption”), by paying 3) Trading Days prior written notice to the Holder a sum of money equal to one hundred percent (100%) of the Outstanding Balance amount Note to be redeemed, together with all prepay the outstanding Note (principal and accrued and unpaid Interest (calculated only through the Redemption Payment Dateinterest), and any and all other sums duein full, accrued or payable in accordance with this Section 1.7. Any notice of prepayment hereunder (an “Optional Prepayment Notice”) shall be delivered to the Holder arising under this of the Note or any Transaction Document through the Redemption Payment Date as defined below at its registered addresses and shall state: (the “Redemption Amount”); provided, however, 1) that the prepayment fee shall not exceed five percent (5%) of the Outstanding Balance amount to be prepaid. The Borrower’s election to exercise Borrower is exercising its right to prepay must be by notice in writing the Note, and (“Notice of Redemption”). The Notice of Redemption shall specify 2) the date of prepayment which shall be not more than three (3) Trading Days from the date of the Optional Prepayment Notice. On the date fixed for such Optional Redemption prepayment (the “Redemption Payment Optional Prepayment Date”), which date the Borrower shall be fifteen (15) Trading Days after the date make payment of the Notice Optional Prepayment Amount (as defined below) to Holder, or upon the direction of Redemption the Holder as specified by the Holder in a writing to the Borrower (which shall direction to be sent to Borrower by the Holder at least one (1) business day prior to the Optional Prepayment Date). If the Borrower exercises its right to prepay the Note, the Borrower shall make payment to the Holder of an amount in cash equal to the percentage (“Prepayment Percentage”) as set forth in the table immediately following this paragraph opposite the applicable Prepayment Period, multiplied by the sum of: (w) the then outstanding principal amount of this Note plus (x) accrued and unpaid interest on the unpaid principal amount of this Note to the Optional Prepayment Date plus (y) Default Interest, if any, on the amounts referred to in clauses (w) and (x) plus (z) any amounts owed to the Holder pursuant to Section 1.4 hereof (the “Redemption PeriodOptional Prepayment Amount”). A If the Borrower delivers an Optional Prepayment Notice of Redemption shall not be effective with respect and fails to any portion pay the Optional Prepayment Amount due to the Holder of the Outstanding Balance for which Note within two (2) business days following the Holder has a pending election to convert, or for conversions initiated or made by the Holder during the Redemption Period. On the Redemption Payment Optional Prepayment Date, the Redemption Amount, less any portion Borrower shall forever forfeit its right to prepay the Note pursuant to this Section 1.7. 1. The period beginning on the Issue Date and ending on the date which is sixty (60) days following the Issue Date. 115 % 2. The period beginning on the date that is sixty-one (61) day from the Issue Date and ending ninety (90) days following the Issue Date. 120 % 3. The period beginning on the date that is ninety-one (91) day from the Issue Date and ending one hundred twenty (120) days following the Issue Date. 125 % 4. The period beginning on the date that is one hundred twenty-one (121) day from the Issue Date and ending one hundred eighty (180) days following the Issue Date. 129 % After the expiration of the Redemption Amount against which Prepayment Periods set forth above, the Holder has exercised its conversion rights, shall be paid in good funds Borrower may submit an Optional Prepayment Notice to the Holder. If Upon receipt by the Borrower fails Holder of the Optional Prepayment Notice post Prepayment Periods, the prepayment shall be subject to pay the Redemption Amount on Holder’s and the Redemption Payment Date as set forth hereinBorrower’s agreement with respect to the applicable Prepayment Percentage. Notwithstanding anything contained herein to the contrary, then such Notice of Redemption will the Holder’s conversion rights herein shall not be null and voidaffected in any way until the Note is fully paid (funds received by the Holder) pursuant to an Optional Prepayment Notice.

Prepayment. At Notwithstanding anything to the contrary contained in this Note, so long as the Borrower has not received a Notice of Conversion from the Holder, then at any time after during the Original Issuance period beginning on the Issue Date and provided that no Event of Default has occurredending on the date which is one hundred twenty (120) days following the date hereof, the Borrower shall have the right to prepay any portion of the Outstanding Balance at any time right, exercisable on not less than three (“Optional Redemption”), by paying 3) Trading Days prior written notice to the Holder a sum of money equal to one hundred percent (100%) of the Outstanding Balance amount Note to be redeemed, together with all prepay the outstanding Note (principal and accrued and unpaid Interest (calculated only through the Redemption Payment Dateinterest), and any and all other sums duein full, accrued or payable in accordance with this Section 1.9. Any notice of prepayment hereunder (an “Optional Prepayment Notice”) shall be delivered to the Holder arising under this of the Note or any Transaction Document through the Redemption Payment Date as defined below at its registered addresses and shall state: (the “Redemption Amount”); provided, however, 1) that the prepayment fee shall not exceed five percent (5%) of the Outstanding Balance amount to be prepaid. The Borrower’s election to exercise Borrower is exercising its right to prepay must be by notice in writing the Note, and (“Notice of Redemption”). The Notice of Redemption shall specify 2) the date of prepayment which shall be not more than three (3) Trading Days from the date of the Optional Prepayment Notice. On the date fixed for such Optional Redemption prepayment (the “Redemption Payment Optional Prepayment Date”), the Borrower shall make payment of the Optional Prepayment Amount (as defined below) to or upon the order of the Holder as specified by the Holder in writing to the Borrower at least one (1) business day prior to the Optional Prepayment Date. If the Borrower exercises its right to prepay the Note, the Borrower shall make payment to the Holder of an amount in cash (the “Optional Prepayment Amount”) equal to 150%, multiplied by the sum of: (w) the then outstanding principal amount of this Note plus (x) accrued and unpaid interest on the unpaid principal amount of this Note to the Optional Prepayment Date plus (y) Default Interest, if any, on the amounts referred to in clauses (w) and (x) plus (z) any amounts owed to the Holder pursuant to Sections 1.3 and 1.4(g) hereof. If the Borrower delivers an Optional Prepayment Notice and fails to pay the Optional Prepayment Amount due to the Holder of the Note within two (2) business days following the Optional Prepayment Date, the Borrower shall forever forfeit its right to prepay the Note pursuant to this Section 1.9. Notwithstanding any to the contrary stated elsewhere herein, at any time during the period beginning on the date which is one hundred twenty-one (121) days from the issue date and ending one hundred eighty (180) days following the issue date, the Borrower shall be fifteen have the right, exercisable on not less than three (153) Trading Days after prior written notice to the Holder of the Note to prepay the outstanding Note (principal and accrued interest), in full, in accordance with this Section 1.9. Any notice of prepayment hereunder (an “Optional Prepayment Notice”) shall be delivered to the Holder of the Note at its registered addresses and shall state: (1) that the Borrower is exercising its right to prepay the Note, and (2) the date of prepayment which shall be not more than three (3) Trading Days from the date of the Notice of Redemption Optional Prepayment Notice. On the date fixed for prepayment (the “Redemption PeriodOptional Prepayment Date”). A Notice of Redemption , the Borrower shall not be effective with respect to any portion make payment of the Outstanding Balance for which Second Optional Prepayment Amount (as defined below) to or upon the order of the Holder has a pending election to convert, or for conversions initiated or made as specified by the Holder during the Redemption Period. On the Redemption Payment Date, the Redemption Amount, less any portion of the Redemption Amount against which the Holder has exercised its conversion rights, shall be paid in good funds writing to the HolderBorrower at least one (1) business day prior to the Optional Prepayment Date. If the Borrower exercises its right to prepay the Note, the Borrower shall make payment to the Holder of an amount in cash (the “Second Optional Prepayment Amount”) equal to 175%, multiplied by the sum of: (w) the then outstanding principal amount of this Note plus (x) accrued and unpaid interest on the unpaid principal amount of this Note to the Optional Prepayment Date plus (y) Default Interest, if any, on the amounts referred to in clauses (w) and (x) plus (z) any amounts owed to the Holder pursuant to Sections 1.3 and 1.4(g) hereof. If the Borrower delivers an Optional Prepayment Notice and fails to pay the Redemption Second Optional Prepayment Amount on due to the Redemption Payment Date as set forth hereinHolder of the Note within two (2) business days following the Optional Prepayment Date, then such Notice the Borrower shall forever forfeit its right to prepay the Note pursuant to this Section 1.9. After the expiration of Redemption will be null and voidone hundred eighty (180) following the date of the Note, the Borrower shall have no right of prepayment.

Prepayment. At any time after Notwithstanding the Original Issuance Date and provided that no Event of Default foregoing, so long as Borrower has occurrednot received a Lender Conversion Notice (as defined below) or a Redemption Notice (as defined below) from Lender where the applicable Conversion Shares have not yet been delivered, the then Borrower shall have the right right, exercisable on not less than five (5) Trading Days prior written notice to Lender to prepay any portion of the Outstanding Balance at any time of this Note, in full, in accordance with this Section 1.2. Any notice of prepayment hereunder (an “Optional RedemptionPrepayment Notice”), by paying ) shall be delivered to the Holder a sum of money equal to one hundred percent Lender at its registered address and shall state: (100%i) of the Outstanding Balance amount to be redeemed, together with all accrued and unpaid Interest (calculated only through the Redemption Payment Date), and any and all other sums due, accrued or payable to the Holder arising under this Note or any Transaction Document through the Redemption Payment Date as defined below (the “Redemption Amount”); provided, however, that the prepayment fee shall not exceed five percent (5%) of the Outstanding Balance amount to be prepaid. The Borrower’s election to exercise Borrower is exercising its right to prepay must be by notice in writing this Note, and (“Notice of Redemption”). The Notice of Redemption shall specify ii) 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 such Optional Redemption prepayment (the “Redemption Payment Optional Prepayment Date”), which Borrower shall make payment of the Optional Prepayment Amount (as defined below) to or upon the order of Lender as may be specified by Lender in writing to Borrower. If Borrower exercises its right to prepay this Note, Borrower shall make payment to Lender of an amount in cash equal to 117.5% multiplied by the then Outstanding Balance of this Note (the “Optional Prepayment Amount”). In the event Borrower delivers the Optional Prepayment Amount to Lender prior to the 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. 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 shall be fifteen that is five (155) Trading Days after from the date of that the Notice of Redemption (the “Redemption Period”). A Notice of Redemption Optional Prepayment Amount was delivered to Lender and Lender shall not be effective with respect entitled to any portion of the Outstanding Balance for which the Holder has a pending election to convert, or for conversions initiated or made by the Holder during the Redemption Period. On the Redemption Payment Date, the Redemption Amount, less any portion of the Redemption Amount against which the Holder has exercised exercise its conversion rights, rights set forth herein during such five (5) day period in which case the Optional Prepayment Amount shall be paid in good funds promptly returned to the Holder. If the Borrower fails to pay the Redemption Amount on the Redemption Payment Date as set forth herein, then such Notice of Redemption will be null and voidBorrower.

Prepayment. At any time after Notwithstanding the Original Issuance Date foregoing, so long as Borrower has not received a Lender Conversion Notice (as defined below) or a Redemption Notice (as defined below) from Lender where the applicable Conversion Shares have not yet been delivered and provided that so long as no Event of Default has occurredoccurred since the Effective Date (whether declared by Lender or undeclared and regardless of whether or not cured), the then Borrower shall have the right right, exercisable on not less than five (5) Trading Days prior written notice to Lender to prepay any portion of the Outstanding Balance at any time of this Note, in full, in accordance with this Section 10. Any notice of prepayment hereunder (an “Optional RedemptionPrepayment Notice”), by paying ) shall be delivered to the Holder a sum of money equal to one hundred percent Lender at its registered address and shall state: (100%i) of the Outstanding Balance amount to be redeemed, together with all accrued and unpaid Interest (calculated only through the Redemption Payment Date), and any and all other sums due, accrued or payable to the Holder arising under this Note or any Transaction Document through the Redemption Payment Date as defined below (the “Redemption Amount”); provided, however, that the prepayment fee shall not exceed five percent (5%) of the Outstanding Balance amount to be prepaid. The Borrower’s election to exercise Borrower is exercising its right to prepay must be by notice in writing this Note, and (“Notice of Redemption”). The Notice of Redemption shall specify ii) 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 such Optional Redemption prepayment (the “Redemption Payment Optional Prepayment Date”), which Borrower shall make payment of the Optional Prepayment Amount (as defined below) to or upon the order of Lender as may be specified by L▇▇▇▇▇ in writing to Borrower. If Borrower exercises its right to prepay this Note, Borrower shall make payment to Lender of an amount in cash equal to 110% (the “Prepayment Premium”) multiplied by the then Outstanding Balance of this Note (the “Optional Prepayment Amount”). In the event Borrower delivers the Optional Prepayment Amount to Lender prior to the 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 shall be fifteen that is five (155) Trading Days after from the date of that the Notice of Redemption (the “Redemption Period”). A Notice of Redemption Optional Prepayment Amount was delivered to Lender and Lender shall not be effective with respect entitled to any portion of the Outstanding Balance for which the Holder has a pending election to convert, or for conversions initiated or made by the Holder during the Redemption Period. On the Redemption Payment Date, the Redemption Amount, less any portion of the Redemption Amount against which the Holder has exercised exercise its conversion rightsrights set forth herein during such five (5) day period. In addition, shall be paid in good funds to the Holder. If the if Borrower delivers an Optional Prepayment Notice and fails to pay the Redemption Optional Prepayment Amount on due to Lender within two (2) Trading Days following the Redemption Payment Date as set forth hereinOptional Prepayment Date, then such Notice Borrower shall forever forfeit its right to prepay this Note. For the avoidance of Redemption will doubt, any payment pursuant to Section 4(x) of the Purchase Agreement shall be null and voidsubject to the Prepayment Premium.

Prepayment. At any time after Notwithstanding the Original Issuance Date 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 provided that so long as no Event of Default has occurredoccurred since the Effective Date (whether declared by Lender or undeclared and regardless of whether or not cured), the then Borrower shall have the right right, exercisable on not less than five (5) Trading Days prior written notice to Lender to prepay any portion of the Outstanding Balance of this Note, in full, in accordance with this Section 1. Any notice of prepayment hereunder (an "Optional Prepayment Notice") shall be delivered to Lender at any time its registered address and shall state: (“Optional Redemption”), by paying to the Holder a sum of money equal to one hundred percent (100%i) of the Outstanding Balance amount to be redeemed, together with all accrued and unpaid Interest (calculated only through the Redemption Payment Date), and any and all other sums due, accrued or payable to the Holder arising under this Note or any Transaction Document through the Redemption Payment Date as defined below (the “Redemption Amount”); provided, however, that the prepayment fee shall not exceed five percent (5%) of the Outstanding Balance amount to be prepaid. The Borrower’s election to exercise Borrower is exercising its right to prepay must be by notice in writing this Note, and (“Notice of Redemption”). The Notice of Redemption shall specify ii) the date for such Optional Redemption (the “Redemption Payment Date”)of prepayment, which date shall be fifteen not less than five (155) Trading Days after from the date of the Notice of Redemption Optional Prepayment Notice. On the date fixed for prepayment (the “Redemption Period”"Optional Prepayment Date"), Borrower shall make payment of the Optional Prepayment Amount (as defined below) to or upon the order of Lender as may be specified by Lender in writing to Borrower. If Borrower exercises its right to prepay this Note, Borrower shall make payment to Lender of an amount in cash equal to 125% (the "Prepayment Premium") multiplied by the then Outstanding Balance of this Note (the "Optional Prepayment Amount"). A In the event Borrower delivers the Optional Prepayment Amount to Lender prior to the Optional Prepayment Date or without delivering an Optional Prepayment Notice of Redemption to Lender as set forth herein without Lender's prior written consent, the Optional Prepayment Amount shall not be effective with respect deemed to any portion of 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 for which of this Note on the Holder has a pending election day Borrower delivers the Optional Prepayment Amount to convertLender. In the event Borrower delivers the Optional Prepayment Amount without an Optional Prepayment Notice, or for conversions initiated or made by then the Holder during Optional Prepayment Date will be deemed to be the Redemption Period. On date that is five (5) Trading Days from the Redemption Payment Date, date that the Redemption Amount, less any portion of the Redemption Optional Prepayment Amount against which the Holder has exercised was delivered to Lender and Lender shall be entitled to exercise its conversion rightsrights set forth herein during such five (5) day period. In addition, shall be paid in good funds to the Holder. If the if Borrower delivers an Optional Prepayment Notice and fails to pay the Redemption Optional Prepayment Amount on due to Lender within two (2) Trading Days following the Redemption Payment Date as set forth hereinOptional Prepayment Date, then such Notice of Redemption will be null and voidBorrower shall forever forfeit its right to prepay this Note.

Prepayment. At Notwithstanding anything to the contrary contained in this Note, at any time after during the Original Issuance Date and provided that no Event of Default has occurredperiods set forth on the table immediately following this paragraph (the “Prepayment Periods”), the Borrower shall have the right to prepay any portion of the Outstanding Balance at any time right, exercisable on not less than three (“Optional Redemption”), by paying 3) Trading Days prior written notice to the Holder a sum of money equal to one hundred percent (100%) of the Outstanding Balance amount Note to be redeemed, together with all prepay the outstanding Note (principal and accrued and unpaid Interest (calculated only through the Redemption Payment Dateinterest), and any and all other sums duein full, accrued or payable in accordance with this Section 1.9. Any notice of prepayment hereunder (an “Optional Prepayment Notice”) shall be delivered to the Holder arising under this of the Note or any Transaction Document through the Redemption Payment Date as defined below at its registered addresses and shall state: (the “Redemption Amount”); provided, however, 1) that the prepayment fee shall not exceed five percent (5%) of the Outstanding Balance amount to be prepaid. The Borrower’s election to exercise Borrower is exercising its right to prepay must be by notice in writing the Note, and (“Notice of Redemption”). The Notice of Redemption shall specify 2) the date of prepayment which shall be not more than three (3) Trading Days from the date of the Optional Prepayment Notice. On the date fixed for such Optional Redemption prepayment (the “Redemption Payment Optional Prepayment Date”), which date the Borrower shall be fifteen (15) Trading Days after the date make payment of the Notice of Redemption Optional Prepayment Amount (as defined below) to Holder, or upon the “Redemption Period”). A Notice of Redemption shall not be effective with respect to any portion order of the Outstanding Balance for which the Holder has a pending election to convert, or for conversions initiated or made as specified by the Holder during the Redemption Period. On the Redemption Payment Date, the Redemption Amount, less any portion of the Redemption Amount against which the Holder has exercised its conversion rights, shall be paid in good funds writing to the HolderBorrower, at least one (1) business day prior to the Optional Prepayment Date. If the Borrower exercises its right to prepay the Note, the Borrower shall make payment to the Holder of an amount in cash (the “Optional Prepayment Amount”) equal to the percentage (“Prepayment Percentage”) as set forth in the table immediately following this paragraph opposite the applicable Prepayment Period, multiplied by the sum of: (w) the then outstanding principal amount of this Note plus (x) accrued and unpaid interest on the unpaid principal amount of this Note to the Optional Prepayment Date plus (y) Default Interest, if any, on the amounts referred to in clauses (w) and (x) plus (z) any amounts owed to the Holder pursuant to Sections 1.3 and 1.4(g) hereof. If the Borrower delivers an Optional Prepayment Notice and fails to pay the Redemption Optional Prepayment Amount on due to the Redemption Payment Date as set forth hereinHolder of the Note within two (2) business days following the Optional Prepayment Date, then such Notice of Redemption will be null and voidthe Borrower shall forever forfeit its right to prepay the Note pursuant to this Section 1.9.

Prepayment. At any time after the Original Issuance Date and provided that no (a) Provided an Event of Default has not occurred, whether or not such Event of Default has been cured, the Borrower shall will have the right to prepay option of prepaying any portion or all of the Outstanding Balance at any time outstanding Principal (“Optional Redemption”), in whole or in part, up until the one (1) year anniversary of the applicable Loan Date, by paying to the Holder any Lender a sum of money equal to one hundred percent fifteen (100115%) percent of the Outstanding Balance principal amount to be redeemed, together with all accrued and but unpaid Interest (calculated only through the Redemption Payment Date), interest thereon and any and all other sums due, accrued or payable to the Holder such Lender arising under the Note, this Note Agreement or any Transaction Document other document through the Redemption Payment Date Date, as defined below (in each case, the “"Redemption Amount”"); provided, however, that the prepayment fee shall not exceed five percent (5%) of the Outstanding Balance amount to be prepaid. The Borrower’s election to exercise its right to prepay must be by notice in writing to the applicable Lender (“Notice of Redemption”). The Notice of Redemption shall specify the date for such Optional Redemption (the “"Redemption Payment Date”"), which date shall be fifteen not less than thirty (1530) Trading Days business days after the date receipt of the Notice of Redemption by the applicable Lender (the “"Redemption Period"). (b) Within fifteen (15) days after receipt of a Notice of Redemption, a Lender shall give written notice to the Borrower electing to do one of the following: (i) convert the Redemption Amount pursuant to Article I, Section 2(d); or (ii) accept the Borrower’s offer to prepay the Redemption Amount in accordance with the Notice of Redemption. The closing date (in this case, the “Closing Date”)) shall be the last day of the thirty (30) day Redemption Period. A If a Lender exercises its right to convert the Redemption Amount, then the Borrower’s offer to prepay the Redemption Amount contained in the Notice of Redemption shall terminate and shall be of no further force and effect. In the event the Lender shall not timely provide the written notice set forth in the first sentence of this Article I, Section 4(b), then the Borrower shall be effective with respect conclusively deemed to any portion of have made the Outstanding Balance for which the Holder has a pending election to convert, or for conversions initiated or made by the Holder during prepay the Redemption Period. On Amount pursuant to the Redemption Payment Notice of Redemption. (c) Following the one (1) year anniversary of any Loan Date, the Redemption Amount, less any portion of Borrower’s right to prepay the Redemption Amount against which the Holder has exercised its conversion rights, respective Note shall be paid in good funds to the Holder. If the Borrower fails to pay the Redemption Amount on the Redemption Payment Date as set forth herein, then such Notice of Redemption will be null and voidautomatically terminate.

Prepayment. At any time after the Original Issuance Date and provided that So long as no Event of Default (as defined below) has occurred, the Borrower Company shall have the right right, exercisable on not less than twenty (20) Trading Days prior written notice to Investor to prepay any portion of the Outstanding Balance at any time (“Optional Redemption”), by paying to the Holder a sum of money equal to one hundred percent (100%) of the Outstanding Balance amount to be redeemed, together with all accrued and unpaid Interest (calculated only through the Redemption Payment Date), and any and all other sums due, accrued or payable to the Holder arising under this Note or any Transaction Document through the Redemption Payment Date as defined below (the “Redemption Amount”); provided, however, that the prepayment fee shall not exceed five percent (5%) of the Outstanding Balance amount to be prepaid. The Borrower’s election to exercise its right to prepay must be by notice in writing (“Notice of Redemption”). The Notice of Redemption shall specify the date for less such Optional Redemption (the “Redemption Payment Date”), which date shall be fifteen (15) Trading Days after the date of the Notice of Redemption (the “Redemption Period”). A Notice of Redemption shall not be effective with respect to any portion of the Outstanding Balance for which Company has received a Purchase Notice (as defined below) from Investor where the Holder has a pending election applicable Purchase Shares have not yet been delivered) of this Pre-Paid Purchase, in part or in full, in accordance with this Section 1.2. Any notice of prepayment hereunder (an “Optional Prepayment Notice”) shall be delivered to convertInvestor in accordance with the notice provisions set forth in the Purchase Agreement and shall state: (i) that Company is exercising its right to prepay this Pre-Paid Purchase, or for conversions initiated or made by and (ii) the Holder during date of prepayment, which shall be not less than twenty (20) Trading Days from the Redemption Perioddate of the Optional Prepayment Notice. On the Redemption Payment date fixed for prepayment (the “Optional Prepayment Date”), Company shall make payment of the Optional Prepayment Amount (as defined below) to or upon the order of Investor as may be specified by Investor in writing to Company. For the avoidance of doubt, Investor shall be entitled to exercise its purchase rights in Section 3 until the Optional Prepayment Date. If Company exercises its right to prepay this Pre-Paid Purchase, Company shall make payment to Investor of an amount in cash equal to 115% multiplied by the then Outstanding Balance of this Pre-Paid Purchase being prepaid (the “Optional Prepayment Amount”). In the event Company delivers the Optional Prepayment Amount to Investor prior to the Optional Prepayment Date, the Redemption AmountOptional Prepayment Amount shall not be deemed to have been paid to Investor until the Optional Prepayment Date. In the event Company delivers the Optional Prepayment Amount without an Optional Prepayment Notice, less any portion of then the Redemption Optional Prepayment Date will be deemed to be the date that is twenty (20) Trading Days from the date that the Optional Prepayment Amount against which the Holder has exercised its conversion rights, was delivered to Investor and Investor shall be paid in good funds entitled to the Holderexercise its purchase rights set forth herein during such twenty (20) Trading Day period. If the Borrower In addition, if Company delivers an Optional Prepayment Notice and fails to pay the Redemption Optional Prepayment Amount on due to Investor within twenty (20) Trading Days following the Redemption Payment Date as set forth hereinOptional Prepayment Date, then such Notice of Redemption will be null and voidCompany shall forever forfeit its right to prepay this Pre-Paid Purchase.

Prepayment. At If any time after of the Original Issuance Date and provided that no Event of Default has occurredfollowing occurs, the trust loan becomes due before its maturity: (1) By written notice to ZRIT 45 business days in advance, the Borrower can request to prepay the principal and interest in full on or after the 18th month of the establishment of the trust plan, and if ZRIT agrees the prepayment, the trust loan becomes due. The borrower shall have pay ZRIT interest based on the number of dates of each loan. If the borrower prepays the principal and interest as above, the principal and interest = principal of each tranche of the loan x (1+ applicable interest rate for each tranche in each trust year x number of dates for each tranche in each trust year/365) – principal already repaid – interests already repaid. If the interest rate changes during the year, the calculation should be made section by section accordingly. In the notice to ZRIT for the prepayment, it shall include the prepayment date in the written notice. Unless otherwise agreed by both parties, the borrower cannot prepay the principal and interests without written consent from ZRIT. (2) During the term of the trust plan, if certain investors/trustors redeem their investment, any net redemption difference shall be deemed to become mature and due and borrower shall repay such redemption difference amount to the repayment account specified by ZRIT at the required time. Net redemptions is the amount of redemption of trust units by the investors during the redemption period exceeds the aggregated amount of newly raised trust funds during trust unit subscription period and the repaid principal and interest by the borrower. The net redemption difference = the amount of redemption by the investors during the redemption period minus the aggregated amount of newly raised trust funds during trust unit subscription period minus the repaid principal and interest by the borrower for the current period. The subscription period of the trust fund, redemption period, the redemption of the trust unit and the trust expenses shall be subject to the trust agreement. (3) Borrower and/or Xuzhou Zhongtai breach the Accounts Confirm Agreement and Escrow Account Agreement signed with ZRIT. (4) After the execution of the Lien Agreement in section 9, within 7 working days after the completion of the constructions of the collateral, the borrower shall cooperate with ZRIT to complete the procedures to put a lien on the collaterals (the m▇▇▇ of the completion of the construction is according to the Lien Agreement) . Otherwise, the borrowers shall be deemed as material breach of the agreement and ZRIT has the right to prepay any portion declare the loan due early. (5) Xi’an TCH confirmed that, ZRIT has the right to require Xi’an TCH to repay all the principal and interest of the Outstanding Balance at loan after 24 months of the establishment of the trust plan. Xi’an TCH shall not refuse such request with any time reason and the principal and interest shall be calculated according to section 8.6 (“Optional Redemption”), by paying to the Holder a sum of money equal to one hundred percent (100%1) of the Outstanding Balance amount to be redeemed, together with all accrued and unpaid Interest (calculated only through the Redemption Payment Date), and any and all other sums due, accrued or payable to the Holder arising this agreement. The right of ZRIT under this Note or any Transaction Document through clause shall take precedence over other repayment of loan and interest clauses in the Redemption Payment Date as defined below agreement. (6) ZRIT has the “Redemption Amount”); provided, however, that the prepayment fee shall not exceed five percent (5%) of the Outstanding Balance amount to be prepaid. The Borrower’s election to exercise its right to prepay must be by notice in writing (“Notice of Redemption”). The Notice of Redemption shall specify declare the date for such Optional Redemption (loan due early if the “Redemption Payment Date”), which date shall be fifteen (15) Trading Days after the date of the Notice of Redemption (the “Redemption Period”). A Notice of Redemption shall not be effective with respect to any portion of the Outstanding Balance for which the Holder has a pending election to convert, borrower breaches this agreement or for conversions initiated or made other documents signed by the Holder during parties. (7) ZRIT has the Redemption Period. On right to declare the Redemption Payment Date, loan due early if the Redemption Amount, less any portion of guarantor and mortgagor breach the Redemption Amount against which the Holder has exercised its conversion rights, shall be paid in good funds to the Holder. If the Borrower fails to pay the Redemption Amount on the Redemption Payment Date as set forth herein, then such Notice of Redemption will be null and voidguarantee agreements.

Prepayment. At (a) Except as set forth in Section 6.01(b) hereof, no prepayment of the Debt may be made in whole or in part. (b) Borrower may voluntarily prepay the Loan, in whole or in part, on any time after Business Day, in accordance with the Original Issuance Date following provisions: (i) Lender shall have received from Borrower not less than thirty (30) days, nor more than ninety (90) days, prior written notice specifying the date proposed for such prepayment and the amount which is to be prepaid (which notice shall be revocable by Borrower up to three (3) times during the term of the Loan by giving Lender not less than one (1) Business Day prior written notice of such revocation, provided that no Event of Default has occurred, the Borrower shall have remain obligated to pay Lender’s costs and expenses including, without limitation, breakage costs incurred by Lender in connection with such revocation). (ii) Borrower shall also pay to Lender all interest due through and including the right to prepay any portion last day of the Outstanding Balance at any time (“Optional Redemption”), by paying to the Holder a sum of money equal to one hundred percent (100%) of the Outstanding Balance amount to be redeemedInterest Accrual Period in which such prepayment is being made, together with all accrued and unpaid Interest (calculated only through the Redemption Payment Date), and any and all other sums dueamounts due and owing pursuant to the terms of the Note, accrued this Agreement or the other Loan Documents, provided that the amount prepaid shall be deposited in an interest-bearing account until the Final Payment Date, and all interest accruing thereon through the date immediately preceding the Final Payment Date shall be remitted to Borrower, provided that Borrower acknowledges that Lender makes no representation or warranty as to the rate of return. For the sake of clarity, if Borrower shall have paid interest on the Payment Date in the month in which the repayment occurs through the then current Interest Accrual Period and repays the Debt in full on or before the Final Payment Date, no additional interest shall be due or payable to the Holder arising under this Note or any Transaction Document through the Redemption Payment Date as defined below (the “Redemption Amount”); provided, however, that the prepayment fee shall not exceed five percent (5%) of the Outstanding Balance amount to be prepaid. The Borrower’s election to exercise its right to prepay must be by notice in writing (“Notice of Redemption”). The Notice of Redemption shall specify the date for such Optional Redemption (the “Redemption Payment Date”), which date shall be fifteen (15) Trading Days after the date of the Notice of Redemption (the “Redemption Period”). A Notice of Redemption shall not be effective Borrower with respect to any portion of the Outstanding Balance for which period subsequent to the Holder has a pending election to convert, or for conversions initiated or made by the Holder during the Redemption Period. On the Redemption Payment Date, the Redemption Amount, less any portion of the Redemption Amount against which the Holder has exercised its conversion rights, . (iii) Any partial prepayment shall be paid in good funds to the Holder. If the Borrower fails to pay the Redemption Amount on the Redemption Payment Date as set forth herein, then such Notice a minimum amount of Redemption will not less than $25,000 and shall be null and voidin whole multiples of $1,000 in excess thereof. (iv) Intentionally omitted.

Prepayment. At Bank is not under any time after obligation to accept any prepayment of any LIBOR Option Advance except as described below or as required under applicable law. Borrower may prepay a Base Rate Option Advance at any time, without paying any Prepayment Amount, as defined below. Borrower may prepay an LIBOR Option Advance in increments of Five Hundred Dollars ($500.00) prior to the Original Issuance Date end of the LIBOR Period, as long as (i) Bank is provided written notice of such prepayment at least five (5) LIBOR Business Days prior to the date thereof (the "Prepayment Date"); and provided (ii) Borrower pays the Prepayment Amount. The notice of prepayment shall contain the following information: (a) the Prepayment Date; and (b) the LIBOR Option Advance which will be prepaid. On the Prepayment Date, Borrower shall pay to Bank, in addition to any other amount that no may then be due on the Note, the Prepayment Amount. Bank, in its sole discretion, may accept any prepayment of a LIBOR Option Advance even if not required to do so under the Note and may deduct from the amount to be applied against the LIBOR Option Advance any other amounts required to be paid as part of the Prepayment Amount. The Prepaid Principal Amount (as defined below) will be applied to the LIBOR Option Advance being prepaid as Bank shall determine in its sole discretion. If Bank exercises its right to accelerate the payment of the Note prior to maturity based upon an Event of Default has occurredunder the Note, Borrower shall pay to Bank, in addition to any other amounts that may then be due on the Note, on the date specified by Bank as the Prepayment Date, the Prepayment Amount. Bank's determination of the Prepayment Amount shall be conclusive in the absence of obvious error or fraud. If requested in writing by Borrower, Bank shall provide Borrower a written statement specifying the Prepayment Amount. The following (the "Prepayment Amount") shall have be due and payable in full on the right Prepayment Date: (a) If the principal amount of the LIBOR Option Advance being prepaid exceeds Seven Hundred Fifty Thousand Dollars ($750,000), then the Prepayment Amount is the sum of: (i) the amount of the principal balance of the LIBOR Option Advance which Borrower has elected to prepay any portion or the amount of the Outstanding Balance principal balance of the LIBOR Option Advance which Bank has required Borrower to prepay because of acceleration, as the case may be (the "Prepaid Principal Amount"); (ii) interest accruing on the Prepaid Principal Amount up to, but not including, the Prepayment Date; (iii) Five Hundred Dollars ($500.00); plus (iv) the present value, discounted at any time the Reinvestment Rates (“Optional Redemption”), as defined below) of the positive amount by paying which (A) the interest Bank would have earned had the Prepaid Principal Amount not been paid prior to the Holder a end of the LIBOR Period at the Note's interest rate exceeds (B) the interest Bank would earn by reinvesting the Prepaid Principal Amount at the Reinvestment Rates. (b) If the principal amount of the LIBOR Option Advance being prepaid is Seven Hundred Fifty Thousand Dollars ($750,000) or less, then the Prepayment Amount is the sum of: (i) the principal amount of money the LIBOR Option Advance which Borrower has elected to prepay or the principal amount of the LIBOR Option Advance which Bank has required Borrower to prepay because of acceleration due to an Event of Default under the Note, as the case may be (the "Prepaid Principal Amount"); (ii) interest accruing on the Prepaid Principal Amount up to, but not including, the Prepayment Date; plus (iii) an amount equal to one hundred two percent (1002%) of the Outstanding Balance amount to be redeemed, together with all accrued and unpaid Interest (calculated only through the Redemption Payment Date), and any and all other sums due, accrued or payable to the Holder arising under this Note or any Transaction Document through the Redemption Payment Date as defined below (the “Redemption Prepaid Principal Amount”); provided, however, that the prepayment fee shall not exceed five percent (5%) of the Outstanding Balance amount to be prepaid. The Borrower’s election to exercise its right to prepay must be by notice in writing (“Notice of Redemption”). The Notice of Redemption shall specify the date for such Optional Redemption (the “Redemption Payment Date”), which date shall be fifteen (15) Trading Days after the date of the Notice of Redemption (the “Redemption Period”). A Notice of Redemption shall not be effective with respect to any portion of the Outstanding Balance for which the Holder has a pending election to convert, or for conversions initiated or made by the Holder during the Redemption Period. On the Redemption Payment Date, the Redemption Amount, less any portion of the Redemption Amount against which the Holder has exercised its conversion rights, shall be paid in good funds to the Holder. If the Borrower fails to pay the Redemption Amount on the Redemption Payment Date as set forth herein, then such Notice of Redemption will be null and void.

Prepayment. At any time after Notwithstanding the Original Issuance Date foregoing, so long as Borrower has not received a Conversion Notice (as defined below) from Lender where the applicable Conversion Shares have not yet been delivered and provided that so long as no Event of Default has occurredoccurred since the Effective Date (whether declared by Lender or undeclared and regardless of whether or not cured), the then Borrower shall have the right right, exercisable on not less than three (3) Trading Days prior written notice to Lender to prepay any portion of the Outstanding Balance at any time of this Note, in full, in accordance with this Section 1.1. Any notice of prepayment hereunder (an “Optional RedemptionPrepayment Notice”), by paying ) shall be delivered to the Holder a sum of money equal to one hundred percent Lender at its registered address and shall state: (100%i) of the Outstanding Balance amount to be redeemed, together with all accrued and unpaid Interest (calculated only through the Redemption Payment Date), and any and all other sums due, accrued or payable to the Holder arising under this Note or any Transaction Document through the Redemption Payment Date as defined below (the “Redemption Amount”); provided, however, that the prepayment fee shall not exceed five percent (5%) of the Outstanding Balance amount to be prepaid. The Borrower’s election to exercise Borrower is exercising its right to prepay must be by notice in writing this Note, and (“Notice of Redemption”). The Notice of Redemption shall specify ii) the date of prepayment, which shall be not less than three (3) Trading Days from the date of the Optional Prepayment Notice. On the date fixed for such Optional Redemption prepayment (the “Redemption Payment Optional Prepayment Date”), which Borrower shall make payment of the Optional Prepayment Amount (as defined below) to or upon the order of Lender as may be specified by Lender in writing to Borrower. If Borrower exercises its right to prepay this Note, Borrower shall make payment to Lender of an amount in cash equal to 115% (the “Prepayment Premium”) multiplied by the then Outstanding Balance of this Note (the “Optional Prepayment Amount”). In the event Borrower delivers the Optional Prepayment Amount to Lender prior to the 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. 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 shall be fifteen that is that is three (153) Trading Days after from the date of that the Notice of Redemption (the “Redemption Period”). A Notice of Redemption Optional Prepayment Amount was delivered to Lender and Lender shall not be effective with respect entitled to any portion of the Outstanding Balance for which the Holder has a pending election to convert, or for conversions initiated or made by the Holder during the Redemption Period. On the Redemption Payment Date, the Redemption Amount, less any portion of the Redemption Amount against which the Holder has exercised exercise its conversion rightsrights set forth herein during such three (3) day period. In addition, shall be paid in good funds to the Holder. If the if Borrower delivers an Optional Prepayment Notice and fails to pay the Redemption Optional Prepayment Amount on due to Lender within two (2) Trading Days following the Redemption Payment Date as set forth hereinOptional Prepayment Date, then such Notice of Redemption will be null and voidBorrower shall forever forfeit its right to prepay this Note.

Prepayment. At Notwithstanding anything to the contrary contained in this Note, so long as the Borrower has not received a Notice of Conversion from the Holder, then at any time after during the Original Issuance period beginning on the Issue Date and provided that no Event of Default has occurredending on the date which is one hundred eighty (180) days following the date hereof, the Borrower shall have the right to prepay any portion of the Outstanding Balance at any time right, exercisable on not less than three (“Optional Redemption”), by paying 3) Trading Days prior written notice to the Holder a sum of money equal to one hundred percent (100%) of the Outstanding Balance amount Note to be redeemed, together with all prepay the outstanding Note (principal and accrued and unpaid Interest (calculated only through the Redemption Payment Dateinterest), and any and all other sums duein full, accrued or payable in accordance with this Section 1.9. Any notice of prepayment hereunder (an "Optional Prepayment Notice") shall be delivered to the Holder arising under this of the Note or any Transaction Document through the Redemption Payment Date as defined below at its registered addresses and shall state: (the “Redemption Amount”); provided, however, 1) that the prepayment fee shall not exceed five percent (5%) of the Outstanding Balance amount to be prepaid. The Borrower’s election to exercise Borrower is exercising its right to prepay must be by notice in writing the Note, and (“Notice of Redemption”). The Notice of Redemption shall specify 2) the date for such Optional Redemption (the “Redemption Payment Date”), of prepayment which date shall be fifteen not more than three (153) Trading Days after from the date of the Notice of Redemption Optional Prepayment Notice. On the date fixed for prepayment (the “Redemption Period”"Optional Prepayment Date"). A Notice of Redemption , the Borrower shall not be effective with respect to any portion make payment of the Outstanding Balance for which Optional Prepayment Amount (as defined below) to or upon the order of the Holder has a pending election to convert, or for conversions initiated or made as specified by the Holder during the Redemption Period. On the Redemption Payment Date, the Redemption Amount, less any portion of the Redemption Amount against which the Holder has exercised its conversion rights, shall be paid in good funds writing to the HolderBorrower at least one (1) business day prior to the Optional Prepayment Date. If the Borrower exercises its right to prepay the Note, the Borrower shall make payment to the Holder of an amount in cash (the "Optional Prepayment Amount") equal to 200%, multiplied by the sum of: (w) the then outstanding principal amount of this Note plus (x) accrued and unpaid interest on the unpaid principal amount of this Note to the Optional Prepayment Date plus (y) Default Interest, if any, on the amounts referred to in clauses (w) and (x) plus (z) any amounts owed to the Holder pursuant to Sections 1.3 and 1.4(g) hereof. If the Borrower delivers an Optional Prepayment Notice and fails to pay the Redemption Optional Prepayment Amount on due to the Redemption Payment Date as set forth hereinHolder of the Note within two (2) business days following the Optional Prepayment Date, then such Notice of Redemption will be null and voidthe Borrower shall forever forfeit its right to prepay the Note pursuant to this Section 1.9.

Prepayment. At (a) If, as of the last day of any time after the Original Issuance Date and provided that no Event of Default has occurredCollection Period, the Borrower Pool Balance shall be less than or equal to 15% of the Initial Pool Balance, the Depositor shall have the right option to prepay any portion of purchase on the Outstanding Balance at any time (“Optional Redemption”), by paying to the Holder a sum of money equal to one hundred percent (100%) of the Outstanding Balance amount to be redeemed, together with all accrued and unpaid Interest (calculated only through the Redemption Payment Date), and any and all other sums due, accrued or payable to the Holder arising under this Note or any Transaction Document through the Redemption following Payment Date as defined below (the “Redemption Amount”); providedOwner Trust Estate, howeverother than the Collection Account, that the prepayment fee Note Payment Account and the Reserve Account. To exercise such option, the Depositor shall not exceed five percent (5%) of the Outstanding Balance amount to be prepaid. The Borrower’s election to exercise its right to prepay must be by notice notify in writing (“Notice of Redemption”). The Notice of Redemption shall specify the date for such Optional Redemption (Owner Trustee, the “Redemption Payment Date”), which date shall be Indenture Trustee and the Insurer no later than fifteen (15) Trading Days after days prior to the date of the Notice of Redemption Payment Date on which such repurchase is to be effected (the “Redemption Period”). A Notice "PREPAYMENT DATE") and shall deposit into the Collection Account on the Business Day preceding such Payment Date an amount equal to the aggregate Purchase Amount for the Contracts, PLUS the appraised value of Redemption any other Trust Property, other than the Collection Account, the Note Payment Account or the Reserve Account, such value to be determined by an appraiser mutually agreed upon by the Servicer, the Trust, the Indenture Trustee and the Insurer; PROVIDED, HOWEVER, that the Depositor shall not be effective with respect permitted to any portion exercise such option unless the amount to be deposited in the Collection Account pursuant to this Section 9.3(a) is at least equal to the sum of the Outstanding Note Balance for which PLUS all accrued but unpaid interest (including any overdue interest) on the Holder has a pending election to convert, or for conversions initiated or made by Notes PLUS all amounts due the Holder during Insurer under the Redemption PeriodInsurance Agreement and the Policy. On the Redemption Payment DateUpon such payment, the Redemption AmountDepositor shall succeed to and own all interests in and to the Owner Trust Estate other than the Collection Account, less any portion of the Redemption Amount against which Note Payment Account and the Holder has exercised its conversion rightsReserve Account. Such payment amount, PLUS, to the extent necessary, all amounts in the Collection Account, the Note Payment Account and the Reserve Account, shall be paid used to make payments in good funds full to the Holder. If Noteholders and the Borrower fails Insurer in the manner set forth in Article III of the Sale and Allocation Agreement. (b) If, at the time the Depositor exercises its purchase option hereunder, the Depositor's long-term unsecured debt has a rating lower than investment grade by the Rating Agencies, the Depositor shall deliver to pay the Redemption Amount Owner Trustee and the Indenture Trustee on the Redemption such Payment Date as set forth herein(i) a letter from an Independent investment bank or an Independent public accountant to the effect that the price paid by the Depositor for the Owner Trust Estate other than the Collection Account, then the Note Payment Account and the Reserve Account at the time of transfer pursuant to such Notice of Redemption will be null and voidpurchase option represented a fair market price for such assets or (ii) a letter from the Rating Agencies to the effect that no such letter is required.

Prepayment. At 13.1 The Borrower may not prepay all or any time after part of the Original Issuance principal of the Loan before its Maturity Date (a “Prepayment”). Provided, however, that this shall not apply if the Prepayment is made in accordance with the provisions of Clause 10, or if the Borrower, in accordance with the procedures provided for below, obtains the prior written approval of all of the Lenders who made the Loan in respect of which the Borrower gave notice of its desire to prepay (“Relevant Prepayment Lenders”), and provided that no Event of Default has occurredthe Agent. 13.2 If the Borrower desires to make a Prepayment, the Borrower shall have the right to prepay any portion of the Outstanding Balance at any time (“Optional Redemption”), by paying give a written notice to the Holder a sum of money equal to one hundred percent (100%) of the Outstanding Balance amount to be redeemed, together with all accrued and unpaid Interest (calculated only through the Redemption Payment Date), and any and all other sums due, accrued or payable Agent by [ ] Business Days prior to the Holder arising under this Note or any Transaction Document through date the Redemption Payment Date as defined below Borrower desires to make the Prepayment (the “Redemption Amount”); provided, however, that the prepayment fee shall not exceed five percent (5%) of the Outstanding Balance amount to be prepaid. The Borrower’s election to exercise its right to prepay must be by notice in writing (“Notice of Redemption”). The Notice of Redemption shall specify the date for such Optional Redemption (the “Redemption Payment Desired Prepayment Date”), which date shall be fifteen stating (15a) Trading Days after the date Drawdown Date, the Maturity Date and the principal amount of the Notice Loan the Borrower desires to prepay, (b) the principal amount the Borrower desires to prepay (the all outstanding principal amount of Redemption such Loan or not less than [ ] hundred million yen, in increments of [ ] hundred million yen), (c) that the Borrower will pay in full on the Desired Prepayment Date, the interest (the “Redemption PeriodAccrued Interest”) on the principal amount desired to be prepaid that has accrued by the Desired Prepayment Date (inclusive), and (d) the Desired Prepayment Date. A Notice After receiving notice from the Borrower, the Agent shall notify the Relevant Prepayment Lenders of Redemption items (a) through (d) of this Clause 13.2 by [ ] Business Days prior to the Desired Prepayment Date, whereupon the Relevant Prepayment Lenders shall notify the Agent by [ ] Business Days prior to the Desired Prepayment Date of whether or not it approves such Prepayment. If such notice by any Relevant Prepayment Lender does not reach the Agent by [ ] Business Days prior to the Desired Prepayment Date, it shall be effective with respect to any portion deemed that the Relevant Prepayment Lender did not approve such Prepayment. The Agent shall judge the acceptability of the Outstanding Balance for which Prepayment by [ ] Business Days prior to the Holder has a pending election to convert, or for conversions initiated or made by the Holder during the Redemption Period. On the Redemption Payment Desired Prepayment Date, and notify the Redemption Amountresult to the Borrower and the Relevant Prepayment Lenders. 13.3 If the Prepayment is approved in accordance with Clause 13.2, less any portion the Relevant Prepayment Lenders shall notify the Agent of the Redemption Amount against which amount of the Holder has exercised its conversion rights, shall be paid in good funds Break Funding Cost by [ ] Business Days prior to the HolderDesired Prepayment Date. If After receiving such notice, the Agent shall notify the Borrower fails of the same by [ ] Business Days prior to pay the Redemption Amount Desired Prepayment Date. The Borrower shall pay, in accordance with the provisions of Clause 18, the total of the principal, the Accrued Interest and the Break Funding Cost in respect of the Loan to be prepaid on the Redemption Payment Date as set forth herein, then such Notice of Redemption will be null and voidDesired Prepayment Date.

Prepayment. At any time after Notwithstanding the Original Issuance Date foregoing, so long as Borrower has not received a Lender Conversion Notice (as defined below) or a Redemption Notice (as defined below) from Lender where the applicable Conversion Shares have not yet been delivered and provided that so long as no Event of Default has occurredoccurred since the Effective Date (whether declared by Lender or undeclared and regardless of whether or not cured), the then Borrower shall have the right right, exercisable on not less than five (5) Trading Days prior written notice to Lender to prepay any portion of the Outstanding Balance at any time of this Note, in full, in accordance with this Section 1. Any notice of prepayment hereunder (an “Optional RedemptionPrepayment Notice”), by paying ) shall be delivered to Lender in accordance with the Holder a sum of money equal to one hundred percent notice requirements in Section 21 and shall state: (100%i) of the Outstanding Balance amount to be redeemed, together with all accrued and unpaid Interest (calculated only through the Redemption Payment Date), and any and all other sums due, accrued or payable to the Holder arising under this Note or any Transaction Document through the Redemption Payment Date as defined below (the “Redemption Amount”); provided, however, that the prepayment fee shall not exceed five percent (5%) of the Outstanding Balance amount to be prepaid. The Borrower’s election to exercise Borrower is exercising its right to prepay must be by notice in writing this Note, and (“Notice of Redemption”). The Notice of Redemption shall specify ii) 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 such Optional Redemption prepayment (the “Redemption Payment Optional Prepayment Date”), which Borrower shall make payment of the Optional Prepayment Amount (as defined below) to or upon the order of Lender as may be specified by Lender in writing to Borrower. If Borrower exercises its right to prepay this Note, Borrower shall make payment to Lender of an amount in cash equal to 125% multiplied by the then Outstanding Balance of this Note (the “Optional Prepayment Amount”). In the event Borrower delivers the Optional Prepayment Amount to Lender prior to the 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 shall be fifteen that is five (155) Trading Days after from the date of that the Notice of Redemption (the “Redemption Period”). A Notice of Redemption Optional Prepayment Amount was delivered to Lender and Lender shall not be effective with respect entitled to any portion of the Outstanding Balance for which the Holder has a pending election to convert, or for conversions initiated or made by the Holder during the Redemption Period. On the Redemption Payment Date, the Redemption Amount, less any portion of the Redemption Amount against which the Holder has exercised exercise its conversion rightsrights set forth herein during such five (5) day period. In addition, shall be paid in good funds to the Holder. If the if Borrower delivers an Optional Prepayment Notice and fails to pay the Redemption Optional Prepayment Amount on due to Lender within five (5) Trading Days following the Redemption Payment Date as set forth hereinOptional Prepayment Date, then such Notice of Redemption will be null and voidBorrower shall forever forfeit its right to prepay this Note.

Prepayment. At any time after During the Original Issuance Date and provided that no Event effective term of Default has occurredthe Loan Agreement, the Borrower shall have the right may repay prior to prepay any portion its maturity all or part of the Outstanding Balance at Loan on any time Bank Business Day within the Term pursuant to Article 5.3 herein, and pay the due interest outstanding accrued on such repaid amount over the period ending on such Prepayment Date subject to the following provisions: 1) The principal amount repaid prior to its maturity shall not be less than RMB ▇▇▇ ▇▇▇▇▇▇▇ (“Optional Redemption”▇▇▇ ▇▇▇,000,000.00), by paying and the due interest outstanding accrued on such repaid amount over the period ending on such Prepayment Date shall be paid at the same time; 2) The Borrower has submitted to the Holder Agency Bank, at least THIRTY (30) days in advance, a sum of money equal to one hundred percent (100%) of Prepayment Notice, detailing the Outstanding Balance principal amount to be redeemedrepaid prior to its maturity and the Repayment Date; the Agency Bank shall, together with all accrued and unpaid Interest within FIFTEEN (calculated only through 15) days upon receiving such Prepayment Notice from the Redemption Payment Date)Borrower, and any and all other sums duemake a reply, accrued or payable to the Holder arising under this Note or any Transaction Document through the Redemption Payment Date as defined below (the “Redemption Amount”); provided, however, that the prepayment fee shall not exceed five percent (5%) of the Outstanding Balance amount to be prepaid. The Borrower’s election to exercise its right to prepay must be by notice in writing (“Notice of Redemption”). The Notice of Redemption which shall specify the date for due interest outstanding accrued on the advanced repayment amount over the period ending on such Optional Redemption (Prepayment Date; in case that the “Redemption Payment Date”)Borrower does not receive such reply from the Agency Bank, which date it shall be fifteen (15) Trading Days after regarded that the date Lending Banks agree to this advanced repayment, and the Borrower may repay the principal amount of this repayment on the Prepayment Date, while the due and unpaid interest accrued on such repaid principal amount shall be paid on a timely basis upon instruction of the Lending Banks. However, the due interest outstanding accrued over the period from the Prepayment Date to the day on which such interest is paid shall not accrue any interest; 3) All other due and payable sums of money until such Prepayment Date herein have been paid; 4) Any Prepayment Notice submitted by the Borrower pursuant to any stipulations of Redemption (this Agreement shall be irrevocable, and the “Redemption Period”)Borrower shall make the advanced repayment in accordance with such Prepayment Notice. A Notice of Redemption The Borrower shall only repay the Loan or any other amount prior to its maturity in accordance with the terms and conditions stipulated herein. The advanced repayment amount under this Agreement shall not be effective with respect re-borrowed; and 5) In case that the Borrower repays the Loan or any other amount prior to any portion of its maturity pursuant to the Outstanding Balance for which stipulations herein, it shall, when making the Holder has advanced repayment, also pay the Lending Banks all the due and unpaid interest accrued over a pending election to convert, or for conversions initiated or made period ending on the Prepayment Date as well as all other costs payable by the Holder during the Redemption Period. On the Redemption Payment Date, the Redemption Amount, less any portion of the Redemption Amount against which the Holder has exercised its conversion rights, shall be paid in good funds to the Holder. If the Borrower fails to pay the Redemption Amount on the Redemption Payment Date as set forth herein, then such Notice of Redemption will be null and voidunder this Agreement.

Prepayment. At any time after Notwithstanding the Original Issuance Date foregoing, so long as Borrower has not received a Lender Conversion Notice (as defined below) or a Redemption Notice (as defined below) from Lender where the applicable Conversion Shares have not yet been delivered and provided that so long as no Event of Default has occurredoccurred since the Effective Date (whether declared by Lender or undeclared and regardless of whether or not cured), the then Borrower shall have the right right, exercisable on not less than five (5) Trading Days prior written notice to Lender to prepay any portion of the Outstanding Balance at any time of this Note, in full, in accordance with this Section 1.2. Any notice of prepayment hereunder (an “Optional RedemptionPrepayment Notice”), by paying ) shall be delivered to the Holder a sum of money equal to one hundred percent Lender at its registered address and shall state: (100%i) of the Outstanding Balance amount to be redeemed, together with all accrued and unpaid Interest (calculated only through the Redemption Payment Date), and any and all other sums due, accrued or payable to the Holder arising under this Note or any Transaction Document through the Redemption Payment Date as defined below (the “Redemption Amount”); provided, however, that the prepayment fee shall not exceed five percent (5%) of the Outstanding Balance amount to be prepaid. The Borrower’s election to exercise Borrower is exercising its right to prepay must be by notice in writing this Note, and (“Notice of Redemption”). The Notice of Redemption shall specify ii) 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 such Optional Redemption prepayment (the “Redemption Payment Optional Prepayment Date”), which Borrower shall make payment of the Optional Prepayment Amount (as defined below) to or upon the order of Lender as may be specified by Lender in writing to Borrower. If Borrower exercises its right to prepay this Note, Borrower shall make payment to Lender of an amount in cash equal to 125% (the “Prepayment Premium”) multiplied by the then Outstanding Balance of this Note (the “Optional Prepayment Amount”). In the event Borrower delivers the Optional Prepayment Amount to Lender prior to the 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 shall be fifteen that is five (155) Trading Days after from the date of that the Notice of Redemption (the “Redemption Period”). A Notice of Redemption Optional Prepayment Amount was delivered to Lender and Lender shall not be effective with respect entitled to any portion of the Outstanding Balance for which the Holder has a pending election to convert, or for conversions initiated or made by the Holder during the Redemption Period. On the Redemption Payment Date, the Redemption Amount, less any portion of the Redemption Amount against which the Holder has exercised exercise its conversion rights, shall be paid in good funds to the Holder. If the Borrower fails to pay the Redemption Amount on the Redemption Payment Date as rights set forth herein, then herein during such Notice of Redemption will be null and voidfive (5) day period.

Prepayment. At any time after the Original Issuance Date and provided that no (a) Provided an Event of Default has not occurred, whether or not such Event of Default has been cured, the Borrower shall will have the right to prepay option of prepaying any portion or all of the Outstanding Balance at any time outstanding Principal (“Optional Redemption”), in whole or in part, up until the one (1) year anniversary of the applicable Loan Date, by paying to the Holder any Lender a sum of money equal to one hundred percent fifteen (100115%) percent of the Outstanding Balance principal amount to be redeemed, together with all accrued and but unpaid Interest (calculated only through the Redemption Payment Date), interest thereon and any and all other sums due, accrued or payable to the Holder such Lender arising under the Note, this Note Agreement or any Transaction Document other document through the Redemption Payment Date Date, as defined below (in each case, the “"Redemption Amount”"); provided, however, that the prepayment fee shall not exceed five percent (5%) of the Outstanding Balance amount to be prepaid. The Borrower’s election to exercise its right to prepay must be by notice in writing to the applicable Lender (“Notice of Redemption”). The Notice of Redemption shall specify the date for such Optional Redemption (the “"Redemption Payment Date”"), which date shall be fifteen not less than thirty (1530) Trading Days business days after the date receipt of the Notice of Redemption by the applicable Lender (the "Redemption Period"). (b) Within fifteen (15) days after receipt of a Notice of Redemption, a Lender shall give written notice to the Borrower electing to do one of the following: (i) convert the Redemption Amount pursuant to Article I, Section 2(d); or (ii) accept the Borrower’s offer to prepay the Redemption Amount in accordance with the Notice of Redemption. The closing date (in this case, the “Redemption Closing Date”) shall be the last day of the thirty (30) day Redemption Period”). A If a Lender exercises its right to convert the Redemption Amount, then the Borrower’s offer to prepay the Redemption Amount contained in the Notice of Redemption shall terminate and shall be of no further force and effect. In the event the Lender shall not timely provide the written notice set forth in the first sentence of this Article I, Section 4(b), then the Borrower shall be effective with respect conclusively deemed to any portion of have made the Outstanding Balance for which the Holder has a pending election to convert, or for conversions initiated or made by the Holder during prepay the Redemption Period. On Amount pursuant to the Redemption Payment Notice of Redemption. (c) Following the one (1) year anniversary of any Loan Date, the Redemption Amount, less any portion of Borrower’s right to prepay the Redemption Amount against which the Holder has exercised its conversion rights, respective Note shall be paid in good funds to the Holder. If the Borrower fails to pay the Redemption Amount on the Redemption Payment Date as set forth herein, then such Notice of Redemption will be null and voidautomatically terminate.

Prepayment. At Notwithstanding anything to the contrary contained in this Note, at any time after during the Original Issuance Date periods set forth on the table immediately following this paragraph (the “Prepayment Periods”) or as otherwise agreed to between the Borrower and provided that no Event of Default has occurredthe Holder, the Borrower shall have the right to prepay any portion of the Outstanding Balance at any time right, exercisable on not more than three (“Optional Redemption”), by paying 3) Trading Days prior written notice to the Holder a sum of money equal to one hundred percent (100%) of the Outstanding Balance amount Note to be redeemed, together with all prepay the outstanding Note (principal and accrued and unpaid Interest (calculated only through the Redemption Payment Dateinterest), and any and all other sums duein full, accrued or payable in accordance with this Section 1.7. Any notice of prepayment hereunder (an “Optional Prepayment Notice”) shall be delivered to the Holder arising under this of the Note or any Transaction Document through the Redemption Payment Date as defined below at its registered addresses and shall state: (the “Redemption Amount”); provided, however, 1) that the prepayment fee shall not exceed five percent (5%) of the Outstanding Balance amount to be prepaid. The Borrower’s election to exercise Borrower is exercising its right to prepay must be by notice in writing the Note, and (“Notice of Redemption”). The Notice of Redemption shall specify 2) the date of prepayment which shall be not more than three (3) Trading Days from the date of the Optional Prepayment Notice. On the date fixed for such Optional Redemption prepayment (the “Redemption Payment Optional Prepayment Date”), which date the Borrower shall be fifteen (15) Trading Days after the date make payment of the Notice Optional Prepayment Amount (as defined below) to Holder, or upon the direction of Redemption the Holder as specified by the Holder in a writing to the Borrower (which shall direction to be sent to Borrower by the Holder at least one (1) business day prior to the Optional Prepayment Date). If the Borrower exercises its right to prepay the Note, the Borrower shall make payment to the Holder of an amount in cash equal to the percentage (“Prepayment Percentage”) as set forth in the table immediately following this paragraph opposite the applicable Prepayment Period, multiplied by the sum of: (w) the then outstanding principal amount of this Note plus (x) accrued and unpaid interest on the unpaid principal amount of this Note to the Optional Prepayment Date plus (y) Default Interest, if any, on the amounts referred to in clauses (w) and (x) plus (z) any amounts owed to the Holder pursuant to Section 1.4 hereof (the “Redemption PeriodOptional Prepayment Amount”). A Notice of Redemption shall not be effective with respect to any portion Prepayment Period Prepayment Percentage The period beginning on the Issue Date and ending on the date which is one hundred eighty (180) following the Issue Date. 110 % After the expiration of the Outstanding Balance for which the Holder has a pending election to convert, or for conversions initiated or made by the Holder during the Redemption Period. On the Redemption Payment DatePrepayment Period set forth above, the Redemption Amount, less any portion of the Redemption Amount against which the Holder has exercised its conversion rights, shall be paid in good funds Borrower may submit an Optional Prepayment Notice to the Holder. If Upon receipt by the Borrower fails Holder of the Optional Prepayment Notice post Prepayment Periods, the prepayment shall be subject to pay the Redemption Amount on Holder’s and the Redemption Payment Date as set forth hereinBorrower’s agreement with respect to the applicable Prepayment Percentage. Notwithstanding anything contained herein to the contrary, then such Notice of Redemption will the Holder’s conversion rights herein shall not be null and voidaffected in any way until the Note is fully paid (funds received by the Holder) pursuant to an Optional Prepayment Notice.

Prepayment. At any time after Notwithstanding the Original Issuance Date foregoing, so long as Borrower has not received a Lender Conversion Notice (as defined below) or a Redemption Notice (as defined below) from Lender where the applicable Conversion Shares have not yet been delivered and provided that so long as no Event of Default has occurredoccurred since the Effective Date (whether declared by Lender or undeclared and regardless of whether or not cured), the then Borrower shall have the right right, exercisable on not less than five (5) Trading Days prior written notice to Lender to prepay any portion of the Outstanding Balance at any time of this Note, in full, in accordance with this Section 10. Any notice of prepayment hereunder (an “Optional RedemptionPrepayment Notice”), by paying ) shall be delivered to the Holder a sum of money equal to one hundred percent Lender at its registered address and shall state: (100%i) of the Outstanding Balance amount to be redeemed, together with all accrued and unpaid Interest (calculated only through the Redemption Payment Date), and any and all other sums due, accrued or payable to the Holder arising under this Note or any Transaction Document through the Redemption Payment Date as defined below (the “Redemption Amount”); provided, however, that the prepayment fee shall not exceed five percent (5%) of the Outstanding Balance amount to be prepaid. The Borrower’s election to exercise Borrower is exercising its right to prepay must be by notice in writing this Note, and (“Notice of Redemption”). The Notice of Redemption shall specify ii) 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 such Optional Redemption prepayment (the “Redemption Payment Optional Prepayment Date”), which Borrower shall make payment of the Optional Prepayment Amount (as defined below) to or upon the order of Lender as may be specified by Lender in writing to Borrower. If Borrower exercises its right to prepay this Note, Borrower shall make payment to Lender of an amount in cash equal to 110% (the “Prepayment Premium”) multiplied by the then Outstanding Balance of this Note (the “Optional Prepayment Amount”). In the event Borrower delivers the Optional Prepayment Amount to Lender prior to the 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 shall be fifteen that is five (155) Trading Days after from the date of that the Notice of Redemption (the “Redemption Period”). A Notice of Redemption Optional Prepayment Amount was delivered to Lender and Lender shall not be effective with respect entitled to any portion of the Outstanding Balance for which the Holder has a pending election to convert, or for conversions initiated or made by the Holder during the Redemption Period. On the Redemption Payment Date, the Redemption Amount, less any portion of the Redemption Amount against which the Holder has exercised exercise its conversion rightsrights set forth herein during such five (5) day period. In addition, shall be paid in good funds to the Holder. If the if Borrower delivers an Optional Prepayment Notice and fails to pay the Redemption Optional Prepayment Amount on the Redemption Payment Date as set forth herein, then such Notice of Redemption will be null and void.due to Lender within two

Prepayment. At any time From and after the Original Issuance Disbursement Date and provided that no Event of Default has occurredthe first Tranche, upon not less than thirty (30) days’ prior written notice to ▇▇▇▇▇▇, Borrower may prepay the Outstanding Principal Balance, in whole, but not in part, in accordance with the terms of this Section 2.2. In the event Borrower shall have the right desires to prepay any portion this Note, it shall send a written notice to Lender in accordance with the notice provisions of the Outstanding Balance at any time Loan Agreement (the “Optional RedemptionPrepayment Notice”), by paying to which Prepayment Notice shall state the Holder a sum of money equal to one hundred percent expected date on which Borrower will make such prepayment, which date shall be not sooner than thirty (100%30) days nor longer than forty-five (45) days from ▇▇▇▇▇▇’s receipt of the Prepayment Notice (unless otherwise agreed to by Lender in its sole and absolute discretion) and which date must be a Business Day (the “Prepayment Date”). On the Prepayment Date, Borrower shall pay to Lender (a) the entire Outstanding Balance amount to be redeemed, together with Principal Balance; (b) all accrued and unpaid Interest thereon; (calculated only through c) the Redemption Payment Date)Prepayment Fee, if any; and any and (d) all other sums due, accrued or payable to the Holder arising amounts due under this Note or any Transaction Document through and the Redemption Payment other Loan Documents as of the Prepayment Date as defined below (the “Redemption Amount”); provided, however, that the prepayment fee Borrower shall not exceed five percent be in default hereunder for failure to prepay the Loan on the Prepayment Date with respect to the first two (5%2) Prepayment Notices given by Borrower. Borrower shall notify Lender immediately if Borrower determines that it will not prepay the Loan on any Prepayment Date for any reason. It shall be an Event of Default if ▇▇▇▇▇▇▇▇ fails to fully repay the Loan on the Prepayment Date with respect to the third Prepayment Notice given. In addition, in the event Lender agrees, in its sole and absolute discretion, to accept a prepayment on a date less than thirty (30) days from the date of receipt by Lender of the Prepayment Notice, then Borrower shall also pay an amount (the “Prepayment Notice Fee”) equal to the interest at the Interest Rate under this Note on the principal amount of the Outstanding Principal Balance amount being prepaid for a period equal to be prepaid. The Borrower’s election to exercise its right to prepay must be the period of time by notice in writing (“Notice of Redemption”). The Notice of Redemption shall specify which the date for such Optional Redemption (the “Redemption Payment Date”), which date shall be fifteen (15) Trading Days after the date between receipt of the Prepayment Notice of Redemption is less than thirty (30) days prior to the “Redemption Period”). A Notice of Redemption Prepayment Date (provided, however, that Borrower shall not be effective with respect obligated to pay such interest for any portion of such period prior to the Outstanding Balance twelve (12) month anniversary of the Disbursement Date (for which Borrower shall pay the Holder has a pending election to convert, or for conversions initiated or made by Prepayment Fee)). In the Holder during the Redemption Period. On the Redemption Payment Date, the Redemption Amount, less any portion of the Redemption Amount against which the Holder has exercised its conversion rights, shall be paid in good funds to the Holder. If the event Borrower fails to pay make the Redemption Amount prepayment described in the Prepayment Notice on the Redemption Payment Date Prepayment Date, Borrower shall have no further right to make a prepayment unless and until Borrower provides a new Prepayment Notice to Lender. Except as set forth herein, then no full or partial prepayments of the Outstanding Principal Balance shall be allowed. Borrower acknowledges that it possesses no right to prepay this Note, except as expressly provided herein. By initialing below, Borrower expressly acknowledges and understands that notwithstanding any applicable law to the contrary, pursuant to the terms of this Note, it has agreed that it has no right to prepay this Note without the payment of the Prepayment Fee and the Prepayment Notice Fee, as applicable, including, without limitation, any prepayment resulting from an acceleration of this Note by reason of an Event of Default, and that except as otherwise provided in this Note and that it shall be liable for the payment of the Prepayment Fee and the Prepayment Notice Fee, as applicable, for prepayment of this Note on acceleration of this Note in accordance with its terms. Furthermore, by initialing below, Borrower waives any rights it may have under Section 2954.10 of the California Civil Code, or any successor statute, and expressly acknowledges and understands that ▇▇▇▇▇▇ has made the Loan in reliance on these waivers and agreements of Borrower and that Lender would not have made the Loan without such Notice waivers and agreements of Redemption will be null Borrower and voidthat Borrower has received separate consideration for the agreements set forth herein.

Prepayment. At any time after the Original Issuance Date and provided that no Event of Default has occurred, the Borrower (a) The Company shall have the right at any time, upon ten Trading Days' notice to prepay the Holders (a "Prepayment Notice" and the date such notice is received by the Holders, the "Notice Date"), to prepay, in full or in part, the principal amount of the Notes then held by the Holders at a cash price equal to the principal amount to be prepaid plus all accrued interest thereon, subject to the Holder's continuing right to receive Warrants in lieu of interest (the "Prepayment Price"). The prepayment contemplated by this Section shall occur pro rata among the Holders by reference to the original principal amount of Notes acquired by all Holders on the Original Issue Date. (b) The Prepayment Price is due on the tenth Trading Day following the Notice Date (the "Prepayment Date"). If any portion of the Outstanding Balance at any time (“Optional Redemption”), by paying to the Holder a sum of money equal to one hundred percent (100%) of the Outstanding Balance amount to be redeemed, together with all accrued and unpaid Interest (calculated only through the Redemption Payment Date), and any and all other sums due, accrued or payable to the Holder arising under this Note or any Transaction Document through the Redemption Payment Date as defined below (the “Redemption Amount”); provided, however, that the prepayment fee shall not exceed five percent (5%) of the Outstanding Balance amount to be prepaid. The Borrower’s election to exercise its right to prepay must be by notice in writing (“Notice of Redemption”). The Notice of Redemption shall specify the date for such Optional Redemption (the “Redemption Payment Date”), which date shall be fifteen (15) Trading Days after the date of the Notice of Redemption (the “Redemption Period”). A Notice of Redemption Prepayment Price shall not be effective with respect to paid by the Company by expiration of such tenth Trading Day, interest shall accrue thereon at the rate of 18% per annum (or the maximum rate permitted by applicable law, whichever is less) until the Prepayment Price plus all such interest is paid in full. In addition, if any portion of the Outstanding Balance Prepayment Price remains unpaid after such date, the Holders subject to such prepayment may elect, by written notice to the Company given at any time thereafter, to invalidate ab initio such prepayment, notwithstanding anything herein contained to the contrary. If a Holder elects to invalidate such prepayment the Company shall promptly, and, in any event, not later than three Trading Days from receipt of such ▇▇▇▇▇▇'s notice of such election, return to such Holder all of the Notes for which the Holder has a pending election Prepayment Price shall not have been paid in full. Notwithstanding anything herein to convert, or for conversions initiated or made by the Holder during the Redemption Period. On the Redemption Payment Datecontrary, the Redemption Amount, less Holders may convert any portion of the Redemption Amount against outstanding principal amount of this Note which is subject to a Prepayment Notice on or before the Holder has exercised its conversion rightsPrepayment Date. (c) If, prior to the Maturity Date, the Company receives net proceeds from the Private Placement in an amount in excess of $4.5 million (the "Excess Proceeds"), the Company shall, within five (5) business days following the receipt of such Excess Proceeds, prepay the Notes, pro rata among the Holders by reference to the original principal amount of the Notes, in an amount equal to the lesser of the Excess Proceeds or the remaining outstanding principal amount of the Notes plus accrued but unpaid interest. Such prepayment shall be paid in good funds applied first to the Holder. If the Borrower fails to pay the Redemption Amount payment of any accrued but unpaid interest on the Redemption Payment Date as set forth herein, Notes and then such Notice of Redemption will be null and voidto the outstanding principal.

Prepayment. At 14.1 The Borrower may not prepay all or any time after part of the Original Issuance principal of the Loan A before its Due Date (a “Prepayment”). Provided, however, that this shall not apply if the Prepayment is made pursuant to Clause 13 or Clause 34, or if the Borrower, in accordance with the procedures set forth below, obtains the prior written approval of all of the Lenders A who made the Individual Loan A in respect of which the Borrower gives notice of its desire to make a Prepayment (the “Relevant Prepayment Lenders A”), and provided that no Event of Default has occurredthe Agent. 14.2 If the Borrower desires to make a Prepayment, the Borrower shall have give a written notice to the right Agent no later than ten (10) Business Days prior to prepay any portion of the Outstanding Balance at any time date the Borrower desires to make the Prepayment (the “Optional RedemptionDesired Prepayment Date”), by paying to stating (a) the Holder a sum of money equal to one hundred percent (100%) Drawdown Date, the Repayment Date and the principal amount of the Outstanding Balance Individual Loan A for which the Borrower desires to make a Prepayment, (b) the principal amount for which the Borrower desires to be redeemedmake a Prepayment (not less than 100 million yen, together with all and in increments of 100 million yen), (c) that the Borrower will pay in full on the Desired Prepayment Date, the interest on the principal amount for which the Borrower desires to make a Prepayment that has accrued and unpaid Interest by the Desired Prepayment Date (calculated only through inclusive) (the Redemption Payment Date“Accrued Interest”), and any and all other sums due(d) the Desired Prepayment Date. The Agent shall notify the Relevant Prepayment Lenders A of items (a) through (d) of this Clause 14.2 by the Business Day immediately following the day the Agent receives notice from the Borrower, accrued or payable whereupon the Relevant Prepayment Lenders A shall notify the Agent no later than five (5) Business Days prior to the Holder arising under this Note Desired Prepayment Date of whether or not they approve such Prepayment. If such notice by any Transaction Document through of the Redemption Payment Relevant Prepayment Lenders A does not reach the Agent by five (5) Business Days prior to the Desired Prepayment Date, it shall be deemed that the Relevant Prepayment Lenders A did not approve such Prepayment. The Agent shall judge the acceptability of the Prepayment by four (4) Business Days prior to the Desired Prepayment Date, and notify the result to the Borrower and the Relevant Prepayment Lenders A. 14.3 The Relevant Prepayment Lenders A who approve the Prepayment in accordance with Clause 14.2 shall notify the Agent of the Break Funding Cost no later than two (2) Business Days prior to the Desired Prepayment Date. After receiving such notice, the Agent shall notify the Borrower of the same no later than one (1) Business Day prior to the Desired Prepayment Date. The Borrower shall pay on the Desired Prepayment Date to the Relevant Prepayment Lenders A who approve the Prepayment, in accordance with Clause 18, the total of the principal, the Accrued Interest and the Break Funding Cost in respect of the Loan A subject to such Prepayment. 14.4 If it is found that (i) the Fixed Trust Property Value as defined below of each Regular Collection Calculation Date cannot be maintained at an amount that is not less than 101% of the Total Outstanding Balance A, or (ii) the Fixed Trust Property Value as of each Extraordinary Collection Calculation Date cannot be maintained at an amount that is not less than the Total Outstanding Balance A, the Borrower shall make the Prepayment in accordance with the following procedures, no later than three (3) Business Days after the date such fact is found (if such fact is found at or after 11 a.m. on the Business Day immediately preceding the Drawdown Date to the Drawdown Date, including the Business Day immediately preceding the Drawdown Date; the “Redemption Amount”Discovery Date” in this Clause 14.4); provided, with respect to all of the Loan Receivables A or a part sufficient to satisfy the Trust Property Maintenance Standards. Provided, however, that the prepayment fee this shall not exceed five percent (5%) apply if the Borrower additionally entrusts the Trustee with monies sufficient to satisfy the Trust Property Maintenance Standards in accordance with the provisions of the Outstanding Balance Accounts Receivables Trust Agreement during the Business Day immediately following the Discovery Date, upon notifying the Trustee and the Agent of its intent to entrust additional funds (by submitting an Application for Additional Entrustment of Funds) no later than 11 a.m. on the Business Day immediately following the Discovery Date. (i) The Borrower shall notify the Agent of the principal amount subject to be prepaid. the Prepayment no later than 11 a.m. on the Business Day immediately following the Discovery Date (if it discovers such fact). (ii) The Borrower’s election Agent shall notify the Relevant Prepayment Lenders A and the Borrower by the Business Day immediately following the Discovery Date, of (a) the principal amount subject to exercise its right the Prepayment, (b) the interest on the principal amount subject to prepay must be the Prepayment that has accrued by notice in writing (“Notice of Redemption”). The Notice of Redemption shall specify the date for such Optional Redemption (inclusive) the Prepayment will be made (the “Redemption Payment DateAccrued Interest”), which date shall be fifteen and (15c) Trading Days after the date the Prepayment will be made. (iii) Each of the Notice of Redemption Relevant Prepayment Lenders A receiving the notice pursuant to the preceding Item (i) shall notify the “Redemption Period”). A Notice of Redemption shall not be effective with respect to any portion Agent of the Outstanding Balance for which Break Funding Cost in relation to such Relevant Prepayment Lender A no later than 12 p.m. on one (1) Business Day prior to the Holder has a pending election to convertdate the Prepayment will be made, or for conversions initiated or made by the Holder during the Redemption Period. On the Redemption Payment Dateand after receiving such notice, the Redemption Amount, less any portion Agent shall notify the Borrower of the Redemption Amount against which the Holder has exercised its conversion rights, shall be paid in good funds same no later than one (1) Business Day prior to the Holder. If date the Prepayment will be made. (iv) The Borrower fails to shall pay the Redemption Amount on total amount of the Redemption Payment Date as set forth hereinprincipal of the Loan A subject to Prepayment, then such Notice of Redemption will be null and void.the Accrued Interest and Break Funding Costs

Prepayment. At any time after From the Original Issuance Closing Date through and provided that no Event of Default has occurredincluding July 31, 2016 (the "Initial Prepayment Premium Period") and if the Extension Option is exercised, from the first day following the Initial Maturity Date through and including April 30, 2017 (the "Extension Prepayment Premium Period"), Borrower shall have may prepay the right Loan, in whole but not in part, upon not less than thirty (30) days' prior written notice to prepay any portion Lender and upon payment of the Outstanding Balance at Prepayment Premium, plus any time (“Optional Redemption”), by paying to the Holder a sum of money equal to one hundred percent (100%) of the Outstanding Balance amount to be redeemed, together with and all accrued and unpaid Interest (calculated only through interest and any other amounts due and owing under the Redemption Payment DateLoan Documents. Following the expiration of the Initial Prepayment Premium Period and prior to the Initial Stated Maturity Date and if the Extension Option is exercised pursuant to Section 2.3(3), and following the expiration of the Extension Prepayment Premium Period, upon not less than thirty (30) days' prior written notice to Lender, Borrower may prepay the Loan, in whole but not in part, upon payment of any and all accrued and unpaid interest and any other sums dueamounts due and owing under the Loan Documents. If the Loan is prepaid, in whole (or in whole or in part pursuant to a casualty or condemnation, or pursuant to Section 6.5), each such prepayment shall be made to Lender on the prepayment date specified in the applicable notice to Lender pursuant hereto, and (in every case) together with the accrued and unpaid interest on the principal amount prepaid. If the Loan is accelerated during either the Initial Prepayment Premium Period or payable the Extension Prepayment Premium Period for any reason other than casualty or condemnation or pursuant to Section 6.5, Borrower shall pay to Lender, in addition to all other amounts outstanding under the Loan Documents, the Prepayment Premium. For the avoidance of doubt, Borrower shall not be required to pay a prepayment premium in connection with any full or partial prepayment of the Loan pursuant to a casualty or condemnation, or pursuant to Section 6.5. Borrower may revoke a prepayment notice or extend the date of prepayment at any time prior to the Holder arising under this Note or any Transaction Document through the Redemption Payment Date as defined below (the “Redemption Amount”)date of prepayment without prejudice to Borrower's right to deliver a prepayment notice at some later date; provided, howeverthat (i) Borrower shall keep Lender reasonably apprised of the status of any refinancing during the period between the delivery of the prepayment notice and the delivery of the revocation notice, and (ii) Borrower shall reimburse Lender, promptly on demand, for any reasonable out-of-pocket costs and expenses incurred by Lender in reliance on the revoked or extended notice, or in connection with the anticipated prepayment of the Loan. Borrower acknowledges that the prepayment fee shall not exceed five percent (5%) Prepayment Premium required by this Section constitutes partial compensation to Lender for the cost of reinvesting the Loan proceeds and for the loss of the Outstanding Balance amount contracted rate of return on the Loan. Furthermore, Borrower acknowledges that the loss that may be sustained by Lender as a result of such a prepayment by Borrower is not susceptible of precise calculation and the Prepayment Premium represents the good faith effort of Borrower and Lender to be prepaidcompensate Lender for such loss. The Borrower confirms that Lender's agreement to make the Loan at the interest rate and on the other terms set forth herein constitutes adequate and valuable consideration, given individual weight by Borrower’s election to exercise its right to prepay must be by notice , for the prepayment provisions set forth in writing (“Notice of Redemption”this Section 2.3(4). The Notice of Redemption shall specify By initialing this provision where indicated below, Borrower waives any rights it may have under California Civil Code Section 2954.10, or any successor statute, and Borrower confirms that Lender's agreement to make the date Loan at the interest rate(s) and on the other terms set forth herein constitutes adequate and valuable consideration, given individual weight by Borrower, for such Optional Redemption (the “Redemption Payment Date”), which date shall be fifteen (15) Trading Days after the date of the Notice of Redemption (the “Redemption Period”prepayment provisions set forth in this Section 2.3(4). A Notice of Redemption shall not be effective with respect to any portion of the Outstanding Balance for which the Holder has a pending election to convert, or for conversions initiated or made by the Holder during the Redemption Period. On the Redemption Payment Date, the Redemption Amount, less any portion of the Redemption Amount against which the Holder has exercised its conversion rights, shall be paid in good funds to the Holder. If the Borrower fails to pay the Redemption Amount on the Redemption Payment Date as set forth herein, then such Notice of Redemption will be null and void.Borrower's Initials

Prepayment. (a) At any time after the Original Issuance Date and provided that no Event of Default has occurred, the Borrower Maker shall have the right to prepay any portion of the Outstanding Balance at any time (“Optional Redemption”), by paying to the Holder a sum of money equal to one hundred percent (100%) of the Outstanding Balance amount to be redeemed, together with all accrued and unpaid Interest a prepayment fee equal to ten percent (calculated only through 10%) of the Redemption Payment Date)Outstanding Balance amount to be prepaid, and any and all other sums due, accrued or payable to the Holder arising under this Note or any Transaction Document through the Redemption Payment Date as defined below (the “Redemption Amount”); provided, however, that the prepayment fee shall not exceed five percent (5%) of the Outstanding Balance amount to be prepaid. The BorrowerMaker’s election to exercise its right to prepay must be by notice in writing (“Notice of Redemption”). The Notice of Redemption shall specify the date for such Optional Redemption (the “Redemption Payment Date”), which date shall be fifteen ten (1510) Trading Days after the date of the Notice of Redemption (the “Redemption Period”). A Notice of Redemption shall not be effective with respect to any portion of the Outstanding Balance for which the Holder has a pending election to convert, or for conversions initiated or made by the Holder during the Redemption Period. On the Redemption Payment Date, the Redemption Amount, less any portion of the Redemption Amount against which the Holder has exercised its conversion rights, shall be paid in good funds to the Holder. If the Borrower Maker fails to pay the Redemption Amount on the Redemption Payment Date as set forth hereintherein, then such Notice of Redemption will be null and void. (b) Notwithstanding Section 1.3(a), if, following the Original Issuance Date while this Note is outstanding, the Maker consummates a Qualified Financing, the Maker shall prepay the Redemption Amount as of the date of the closing of the Qualified Financing out of the proceeds of the Qualified Financing. The Redemption Amount, less any portion of the Redemption Amount against which the Holder has exercised its conversion rights pursuant to Section 2(b), shall be paid in good funds to the Holder concurrently with the closing of the Qualified Financing or promptly (and in no less than two (2) Trading Days) thereafter. (c) Except as otherwise provided elsewhere in this Note, the Maker may not prepay any portion of this Note.

Prepayment. At (a) The outstanding principal balance of the Loan may not be prepaid, in whole or in part, prior to November 5, 2017 (the “Lockout Expiration Date”). If, however, the Loan is for any reason prepaid or accelerated at any time prior to the Lockout Expiration Date (except for refinancings permitted under Section 2.5(c) and except for an acceleration due to Casualty/Condemnation Event at the Property when no Event of Default exists), in addition to paying all other amounts due and payable under this Loan Agreement, Borrowers shall pay Lender the Lockout Termination Fee as liquidated damages for such prohibited prepayment. (b) The outstanding principal balance of the Loan may be prepaid in whole (but not in part), at any time after the Original Issuance Lockout Expiration Date and provided that no Event if (i) written notice (the “Prepayment Notice”) of Default has occurred, such prepayment specifying the Borrower shall have the right to prepay any portion intended date of the Outstanding Balance at any time (“Optional Redemption”), prepayment is received by paying Lender not less than 60 days prior to the Holder a sum date of money equal to one hundred percent (100%) of the Outstanding Balance amount to be redeemed, together with all accrued and unpaid Interest (calculated only through the Redemption Payment Date)such prepayment, and any (ii) such prepayment is accompanied by all interest accrued under this Loan Agreement and all other sums due, accrued or payable to the Holder arising due under this Note or Loan Agreement and any Transaction Document through the Redemption Payment Date as defined below (the “Redemption Amount”); provided, however, that the other Loan Document. No tender of a prepayment fee shall not exceed five percent (5%) of the Outstanding Balance amount to be prepaid. The Borrower’s election to exercise its right to prepay must be by notice in writing (“Notice of Redemption”). The Notice of Redemption shall specify the date for such Optional Redemption (the “Redemption Payment Date”), which date Loan shall be fifteen (15) Trading Days effective unless accompanied by all amounts due under the Loan Documents. If these requirements are satisfied, Borrowers may prepay the Loan on the intended prepayment date set forth in any permitted Prepayment Notice or within 30 days thereafter. If Borrowers do not prepay the Loan within 30 days after the date of prepayment specified in the Prepayment Notice, then (a) the Prepayment Notice shall lapse, and Borrowers shall then be required to deliver a new Prepayment Notice to prepay the Loan in accordance with this Section 2.5 and (b) Borrowers shall pay to Lender upon demand any expenses of Redemption Lender attributable to Borrowers’ failure to have made the specified prepayment (the “Redemption Period”including all internal and external attorneys’ fees and costs). A No tender of a prepayment of the Loan that is made more than 30 days following the date specified in the Prepayment Notice of Redemption shall be effective, and Lender shall not be effective with respect obligated to any portion accept such prepayment. Partial prepayments of the Outstanding Balance Loan shall not be permitted, except for partial prepayments resulting from Lender applying insurance proceeds or condemnation awards to reduce the outstanding principal balance of the Loan or as otherwise specifically permitted in this Agreement, in which case, provided no Default or Event of Default exists, no Lockout Termination Fee shall be due. (c) Notwithstanding anything to the Holder has contrary in Section 2.5(a), Borrowers may (subject to the terms and conditions of Section 2.5(b)) prepay the Loan in full (or in part pursuant to the terms and conditions of Section 2.11) , without the payment of the Lockout Termination Fee, after November 5, 2016 in connection with any refinancing provided under a pending election to convert, or for conversions initiated or made program sponsored by HUD. (d) From and after the Holder during the Redemption Period. On the Redemption Payment Lockout Expiration Date, subject to the Redemption Amountrequirements set forth in Section 2.5(b), less any portion Borrowers may prepay the Loan in full and without payment of the Redemption Amount against which the Holder has exercised its conversion rights, shall be paid in good funds Lockout Termination Fee. (e) If such acceleration is during any period when any Lockout Termination Fee is payable pursuant to the Holder. If provisions of this Loan Agreement, then, in addition to all of the Borrower fails foregoing, the Lockout Termination Fee shall also then be immediately due and payable to pay the Redemption Amount same end as though Borrowers were prepaying the entire Loan on the Redemption Payment Date as set forth herein, then date of such Notice of Redemption will be null and voidacceleration.

Prepayment. At any time after Notwithstanding the Original Issuance Date and provided that no Event of Default has occurredforegoing, the Borrower shall have the right right, exercisable on not less than five (5) Business Days prior written notice to Lender to prepay any portion of the Outstanding Balance at any time of this Note, in full, in accordance with this Section 1.2. Any notice of prepayment hereunder (an “Optional RedemptionPrepayment Notice”), by paying ) shall be delivered to the Holder a sum of money equal to one hundred percent Lender at its registered address and shall state: (100%i) of the Outstanding Balance amount to be redeemed, together with all accrued and unpaid Interest (calculated only through the Redemption Payment Date), and any and all other sums due, accrued or payable to the Holder arising under this Note or any Transaction Document through the Redemption Payment Date as defined below (the “Redemption Amount”); provided, however, that the prepayment fee shall not exceed five percent (5%) of the Outstanding Balance amount to be prepaid. The Borrower’s election to exercise Borrower is exercising its right to prepay must be by notice in writing this Note, and (“Notice of Redemption”). The Notice of Redemption shall specify ii) the date of prepayment, which shall be not less than five (5) Business Days from the date of the Optional Prepayment Notice. On the date fixed for such Optional Redemption prepayment (the “Redemption Payment Optional Prepayment Date”), which date Borrower shall be fifteen (15) Trading Days after the date make payment of the Notice Optional Prepayment Amount (as defined below) to or upon the order of Redemption Lender as may be specified by Lender in writing to Borrower. If Borrower exercises its right to prepay this Note, Borrower shall make payment to Lender of an amount in cash equal to 117.5% multiplied by the then Outstanding Balance of this Note (the “Redemption PeriodOptional Prepayment Amount”). A In the event Borrower delivers the Optional Prepayment Amount to Lender prior to the Optional Prepayment Date or without delivering an Optional Prepayment Notice of Redemption to Lender as set forth herein without Lender’s prior written consent, the Optional Prepayment Amount shall not be effective with respect deemed to any portion of have been paid to Lender until the Outstanding Balance for which Optional Prepayment Date. In the Holder has a pending election to convert, or for conversions initiated or made by event Borrower delivers the Holder during the Redemption Period. On the Redemption Payment Date, the Redemption Amount, less any portion of the Redemption Optional Prepayment Amount against which the Holder has exercised its conversion rights, shall be paid in good funds to the Holder. If the Borrower fails to pay the Redemption Amount on the Redemption Payment Date as set forth hereinwithout an Optional Prepayment Notice, then such Notice of Redemption the Optional Prepayment Date will be null and voiddeemed to be the date that is five (5) Business Days from the date that the Optional Prepayment Amount was delivered to Lender.

Prepayment. (a) At any time after the Original Issuance Date and provided that no Event of Default has occurred, the Borrower The Maker shall have the right to prepay any portion of the Outstanding Balance at any time (“Optional Redemption”), by paying to the Holder a sum of money equal to one hundred percent (100%) of the Outstanding Balance amount to be redeemed, together with all accrued and unpaid Interest a prepayment fee equal to ten percent (calculated only through 10%) of the Redemption Payment Date)Outstanding Balance amount to be prepaid, and any and all other sums due, accrued or payable to the Holder arising under this Note or any Transaction Document through the Redemption Payment Date as defined below (the “Redemption Amount”); provided, however, that the prepayment fee shall not exceed five percent (5%) of the Outstanding Balance amount to be prepaid. The BorrowerMaker’s election to exercise its right to prepay must be by notice in writing (“Notice of Redemption”). The Notice of Redemption shall specify the date for such Optional Redemption (the “Redemption Payment Date”), which date shall be fifteen (15) Trading Days after the date of the Notice of Redemption (the “Redemption Period”). A Notice of Redemption shall not be effective with respect to any portion of the Outstanding Balance for which the Holder has a pending election to convert, or for conversions initiated or made by the Holder during the Redemption Period. On the Redemption Payment Date, the Redemption Amount, less any portion of the Redemption Amount against which the Holder has exercised its conversion rights, shall be paid in good funds to the Holder. If the Borrower Maker fails to pay the Redemption Amount on the Redemption Payment Date as set forth herein, then such Notice of Redemption will be null and void. (b) Notwithstanding Section 1.3(a), if, following the Original Issuance Date while this Note is outstanding, the Maker consummates a Qualified Financing, the Maker shall prepay the Redemption Amount as of the date of the closing of the Qualified Financing out of the proceeds of the Qualified Financing. The Redemption Amount, less any portion of the Redemption Amount against which the Holder has exercised its conversion rights pursuant to Article 3, shall be paid in good funds to the Holder concurrently with the closing of the Qualified Financing or promptly (and in no less than two (2) Trading Days) thereafter. (c) Except as otherwise provided elsewhere in this Note, the Maker may not prepay any portion of this Note.

Prepayment. At any time after Notwithstanding the Original Issuance Date foregoing, so long as Borrower has not received a Conversion Notice (as defined below) from Lender where the applicable Conversion Shares have not yet been delivered and provided that so long as no Event of Default (as defined below) has occurredoccurred and is continuing, the then Borrower shall have the right to prepay any portion of the Outstanding Balance at any time (“Optional Redemption”)right, by paying to the Holder a sum of money equal to one hundred percent (100%) of the Outstanding Balance amount to be redeemed, together with all accrued and unpaid Interest (calculated only through the Redemption Payment Date), and any and all other sums due, accrued or payable to the Holder arising under this Note or any Transaction Document through the Redemption Payment Date as defined below (the “Redemption Amount”); provided, however, that the prepayment fee shall exercisable on not exceed five percent (5%) of the Outstanding Balance amount to be prepaid. The Borrower’s election to exercise its right to prepay must be by notice in writing (“Notice of Redemption”). The Notice of Redemption shall specify the date for such Optional Redemption (the “Redemption Payment Date”), which date shall be less than fifteen (15) Trading Days after prior written notice to Lender to prepay the Outstanding Balance of this Note, in part or in full, in accordance with this Section 1.2. Any notice of prepayment hereunder (an “Optional Prepayment Notice”) shall be delivered to Lender at its registered address and shall state: (i) that Borrower is exercising its right to prepay this Note, and (ii) the date of prepayment, which shall be not less than fifteen (15) Trading Days from the date of the Notice of Redemption Optional Prepayment Notice. On the date fixed for prepayment (the “Redemption PeriodOptional Prepayment Date”), Borrower shall make payment of the Optional Prepayment Amount (as defined below) to or upon the order of Lender as may be specified by L▇▇▇▇▇ in writing to Borrower. If Borrower exercises its right to prepay this Note, Borrower shall make payment to Lender of an amount in cash equal to 120% (the “Prepayment Premium”) multiplied by the then Outstanding Balance of this Note being prepaid (the “Optional Prepayment Amount”). A In the event Borrower delivers the Optional Prepayment Amount to Lender prior to the Optional Prepayment Date or without delivering an Optional Prepayment Notice of Redemption to Lender as set forth herein without Lender’s prior written consent, the Optional Prepayment Amount shall not be effective with respect deemed to any portion of have been paid to Lender until the Outstanding Balance for which Optional Prepayment Date. In the Holder has a pending election event Borrower delivers an Optional Prepayment Notice, Lender shall be entitled to convert, or for conversions initiated or made by the Holder during the Redemption Period. On the Redemption Payment Date, the Redemption Amount, less any portion of the Redemption Amount against which the Holder has exercised exercise its conversion rightsrights set forth herein during such fifteen (15) day period. 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 fifteen (15) Trading Days from the date that the Optional Prepayment Amount was delivered to Lender and Lender shall be paid in good funds entitled to the Holderexercise its conversion rights set forth herein during such fifteen (15) day period. If the In addition, if Borrower delivers an Optional Prepayment Notice and fails to pay the Redemption Optional Prepayment Amount on due to Lender within two (2) Trading Days following the Redemption Payment Date as set forth hereinOptional Prepayment Date, then such Notice of Redemption will be null and voidBorrower shall forever forfeit its right to prepay this Note.

Prepayment. At Notwithstanding anything to the contrary contained in this Note, subject to the terms of this Section, at any time after during the Original Issuance period beginning on the Issue Date and provided ending on the date which is six (6) months following the Issue Date (“Prepayment Termination Date”), Borrower shall have the right, exercisable on not less than five (5) Trading Days prior written notice to the Holder of this Note, to prepay the outstanding balance on this Note (principal and accrued interest), in full, in accordance with this Section. Any notice of prepayment hereunder (an “Optional Prepayment Notice”) shall be delivered to the Holder of the Note at its registered addresses and shall state: (1) that no Event the Borrower is exercising its right to prepay the Note, and (2) the date of prepayment which shall be not more than ten (10) Trading Days from the date of the Optional Prepayment Notice. On the date fixed for prepayment (the “Optional Prepayment Date”), the Borrower shall make payment of the Optional Prepayment Amount (as defined below) to or upon the order of the Holder as specified by the Holder in writing to the Borrower at least one (1) business day prior to the Optional Prepayment Date. If the Borrower exercises its right to prepay the Note, the Borrower shall make payment to the Holder of an amount in cash (the “Optional Prepayment Amount”) equal to the Prepayment Factor (as defined below), multiplied by the sum of: (w) the then outstanding principal amount of this Note plus (x) accrued and unpaid interest on the unpaid principal amount of this Note to the Optional Prepayment Date plus (y) Default has occurredInterest, if any, on the amounts referred to in clauses (w) and (x) plus (z) any amounts owed to the Holder pursuant to Sections 1.3 and 1.4(g) hereof. If the Borrower delivers an Optional Prepayment Notice and fails to pay the Optional Prepayment Amount due to the Holder of the Note within two (2) business days following the Optional Prepayment Date, the Borrower shall forever forfeit its right to prepay the Note pursuant to this Section. After the Prepayment Termination Date, the Borrower shall have the no right to prepay any portion of this Note. For purposes hereof, the Outstanding Balance at any time (“Optional Redemption”), by paying to the Holder a sum of money Prepayment Factor” shall equal to one hundred percent (100%) of the Outstanding Balance amount to be redeemed, together with all accrued and unpaid Interest (calculated only through the Redemption Payment Date), and any and all other sums due, accrued or payable to the Holder arising under this Note or any Transaction Document through the Redemption Payment Date as defined below (the “Redemption Amount”); provided, however, that the prepayment fee shall not exceed thirty-five percent (5135%), provided that such Prepayment factor shall equal one hundred and twenty five percent (125%) of if the Outstanding Balance amount to be prepaid. The Borrower’s election to exercise its right to prepay must be by notice in writing (“Notice of Redemption”). The Notice of Redemption shall specify Optional Prepayment Date occurs on or before the date for such Optional Redemption which is ninety (90) days following the “Redemption Payment Date”), which date shall be fifteen (15) Trading Days after the date of the Notice of Redemption (the “Redemption Period”). A Notice of Redemption shall not be effective with respect to any portion of the Outstanding Balance for which the Holder has a pending election to convert, or for conversions initiated or made by the Holder during the Redemption Period. On the Redemption Payment Date, the Redemption Amount, less any portion of the Redemption Amount against which the Holder has exercised its conversion rights, shall be paid in good funds to the Holder. If the Borrower fails to pay the Redemption Amount on the Redemption Payment Issue Date as set forth herein, then such Notice of Redemption will be null and voidhereof.

Prepayment. At Notwithstanding anything to the contrary contained in this Note, at any time after during the Original Issuance period beginning on the Issue Date and provided that no Event of Default has occurredending on the date which is thirty (30) days following the issue date, the Borrower shall have the right to prepay any portion of the Outstanding Balance at any time right, exercisable on not less than three (“Optional Redemption”), by paying 3) Trading Days prior written notice to the Holder a sum of money equal to one hundred percent (100%) of the Outstanding Balance amount Note to be redeemed, together with all prepay the outstanding Note (principal and accrued and unpaid Interest (calculated only through the Redemption Payment Dateinterest), and any and all other sums duein full, accrued or payable in accordance with this Section 1.9.Any notice of prepayment hereunder (an “Optional Prepayment Notice”) shall be delivered to the Holder arising under this of the Note or any Transaction Document through the Redemption Payment Date as defined below at its registered addresses and shall state: (the “Redemption Amount”); provided, however, 1) that the prepayment fee shall not exceed five percent (5%) of the Outstanding Balance amount to be prepaid. The Borrower’s election to exercise Borrower is exercising its right to prepay must be by notice in writing the Note, and (“Notice of Redemption”). The Notice of Redemption shall specify 2) the date of prepayment which shall be not more than three (3) Trading Days from the date of the Optional Prepayment Notice. On the date fixed for such Optional Redemption prepayment (the “Redemption Payment Optional Prepayment Date”), the Borrower shall make payment of the Optional Prepayment Amount (as defined below) to or upon the order of the Holder as specified by the Holder in writing to the Borrower at least one (1) business day prior to the Optional Prepayment Date. If the Borrower exercises its right to prepay the Note, the Borrower shall make payment to the Holder of an amount in cash (the “Optional Prepayment Amount”) equal to 125%, multiplied by the sum of: (w) the then outstanding principal amount of this Note plus (x) accrued and unpaid interest on the unpaid principal amount of this Note to the Optional Prepayment Date plus (y) Default Interest, if any, on the amounts referred to in clauses (w) and (x) plus (z) any amounts owed to the Holder pursuant to Sections 1.3 and 1.4(g) hereof. If the Borrower delivers an Optional Prepayment Notice and fails to pay the Optional Prepayment Amount due to the Holder of the Note within two (2) business days following the Optional Prepayment Date, the Borrower shall forever forfeit its right to prepay the Note pursuant to this Section 1.9. Notwithstanding anything to the contrary contained in this Note, at any time during the period beginning on the date which is thirty-one (31) days following the issue date and ending on the date which is sixty (60) days following the issue date, the Borrower shall be fifteen have the right, exercisable on not less than three (153) Trading Days after prior written notice to the Holder of the Note to prepay the outstanding Note (principal and accrued interest), in full, in accordance with this Section 1.9. Any Optional Prepayment Notice shall be delivered to the Holder of the Note at its registered addresses and shall state: (1) that the Borrower is exercising its right to prepay the Note, and (2) the date of prepayment which shall be not more than three (3) Trading Days from the date of the Notice of Redemption (Optional Prepayment Notice. On the “Redemption Period”). A Notice of Redemption Optional Prepayment Date, the Borrower shall not be effective with respect to any portion make payment of the Outstanding Balance for which Second Optional Prepayment Amount (as defined below) to or upon the order of the Holder has a pending election to convert, or for conversions initiated or made as specified by the Holder during the Redemption Period. On the Redemption Payment Date, the Redemption Amount, less any portion of the Redemption Amount against which the Holder has exercised its conversion rights, shall be paid in good funds writing to the HolderBorrower at least one (1) business day prior to the Optional Prepayment Date. If the Borrower exercises its right to prepay the Note, the Borrower shall make payment to the Holder of an amount in cash (the “Second Optional Prepayment Amount”) equal to 130%, multiplied by the sum of: (w) the then outstanding principal amount of this Note plus (x) accrued and unpaid interest on the unpaid principal amount of this Note to the Optional Prepayment Date plus (y) Default Interest, if any, on the amounts referred to in clauses (w) and (x) plus (z) any amounts owed to the Holder pursuant to Sections 1.3 and 1.4(g) hereof. If the Borrower delivers an Optional Prepayment Notice and fails to pay the Redemption Second Optional Prepayment Amount due to the Holder of the Note within two (2) business days following the Optional Prepayment Date, the Borrower shall forever forfeit its right to prepay the Note pursuant to this Section 1.9. Notwithstanding anything to the contrary contained in this Note, at any time during the period beginning on the Redemption Payment date which is sixty-one (61) days following the issue date and ending on the date which is ninety (90) days following the issue date, the Borrower shall have the right, exercisable on not less than three (3) Trading Days prior written notice to the Holder of the Note to prepay the outstanding Note (principal and accrued interest), in full, in accordance with this Section 1.9. Any Optional Prepayment Notice shall be delivered to the Holder of the Note at its registered addresses and shall state: (1) that the Borrower is exercising its right to prepay the Note, and (2) the date of prepayment which shall be not more than three (3) Trading Days from the date of the Optional Prepayment Notice. On the Optional Prepayment Date, the Borrower shall make payment of the Third Optional Prepayment Amount (as defined below) to or upon the order of the Holder as specified by the Holder in writing to the Borrower at least one (1) business day prior to the Optional Prepayment Date. If the Borrower exercises its right to prepay the Note, the Borrower shall make payment to the Holder of an amount in cash (the “Third Optional Prepayment Amount”) equal to 135%, multiplied by the sum of: (w) the then outstanding principal amount of this Note plus (x) accrued and unpaid interest on the unpaid principal amount of this Note to the Optional Prepayment Date as set forth plus (y) Default Interest, if any, on the amounts referred to in clauses (w) and (x) plus (z) any amounts owed to the Holder pursuant to Sections 1.3 and 1.4(g) hereof. If the Borrower delivers an Optional Prepayment Notice and fails to pay the Third Optional Prepayment Amount due to the Holder of the Note within two (2) business days following the Optional Prepayment Date, the Borrower shall forever forfeit its right to prepay the Note pursuant to this Section 1.9. Notwithstanding any to the contrary stated elsewhere herein, at any time during the period beginning on the date that is ninety-one (91) day from the issue date and ending one hundred twenty (120) days following the issue date, the Borrower shall have the right, exercisable on not less than three (3) Trading Days prior written notice to the Holder of the Note to prepay the outstanding Note (principal and accrued interest), in full, in accordance with this Section 1.9. Any Optional Prepayment Notice shall be delivered to the Holder of the Note at its registered addresses and shall state: (1) that the Borrower is exercising its right to prepay the Note, and (2) the date of prepayment which shall be not more than three (3) Trading Days from the date of the Optional Prepayment Notice. On the Optional Prepayment Date, the Borrower shall make payment of the Fourth Optional Prepayment Amount (as defined below) to or upon the order of the Holder as specified by the Holder in writing to the Borrower at least one (1) business day prior to the Optional Prepayment Date. If the Borrower exercises its right to prepay the Note, the Borrower shall make payment to the Holder of an amount in cash (the “Fourth Optional Prepayment Amount”) equal to 140%, multiplied by the sum of: (w) the then such outstanding principal amount of this Note plus (x) accrued and unpaid interest on the unpaid principal amount of this Note to the Optional Prepayment Date plus (y) Default Interest, if any, on the amounts referred to in clauses (w) and (x) plus (z) any amounts owed to the Holder pursuant to Sections 1.3 and 1.4(g) hereof. If the Borrower delivers an Optional Prepayment Notice and fails to pay the Fourth Optional Prepayment Amount due to the Holder of Redemption will the Note within two (2) business days following the Optional Prepayment Date, the Borrower shall forever forfeit its right to prepay the Note pursuant to this Section 1.9. Notwithstanding any to the contrary stated elsewhere herein, at any time during the period beginning on the date that is one hundred twenty-one (121) day from the issue date and ending one hundred fifty (150) days following the issue date, the Borrower shall have the right, exercisable on not less than three (3) Trading Days prior written notice to the Holder of the Note to prepay the outstanding Note (principal and accrued interest), in full, in accordance with this Section 1.9. Any Optional Prepayment Notice shall be null delivered to the Holder of the Note at its registered addresses and voidshall state: (1) that the Borrower is exercising its right to prepay the Note, and (2) the date of prepayment which shall be not more than three (3) Trading Days from the date of the Optional Prepayment Notice. On the Optional Prepayment Date, the Borrower shall make payment of the Fifth Optional Prepayment Amount (as defined below) to or upon the order of the Holder as specified by the Holder in writing to the Borrower at least one (1) business day prior to the Optional Prepayment Date. If the Borrower exercises its right to prepay the Note, the Borrower shall make payment to the Holder of an amount in cash (the “Fifth Optional Prepayment Amount”) equal to 145%, multiplied by the sum of: (w) the then outstanding principal amount of this Note plus (x) accrued and unpaid interest on the unpaid principal amount of this Note to the Optional Prepayment Date plus (y) Default Interest, if any, on the amounts referred to in clauses (w) and (x) plus (z) any amounts owed to the Holder pursuant to Sections 1.3 and 1.4(g) hereof. If the Borrower delivers an Optional Prepayment Notice and fails to pay the Fifth Optional Prepayment Amount due to the Holder of the Note within two (2) business days following the Optional Prepayment Date, the Borrower shall forever forfeit its right to prepay the Note pursuant to this Section 1.9. Notwithstanding any to the contrary stated elsewhere herein, at any time during the period beginning on the date that is one hundred fifty-one (151) day from the issue date and ending one hundred eighty (180) days following the issue date, the Borrower shall have the right, exercisable on not less than three (3) Trading Days prior written notice to the Holder of the Note to prepay the outstanding Note (principal and accrued interest), in full, in accordance with this Section 1.9. Any Optional Prepayment Notice shall be delivered to the Holder of the Note at its registered addresses and shall state: (1) that the Borrower is exercising its right to prepay the Note, and (2) the date of prepayment which shall be not more than three (3) Trading Days from the date of the Optional Prepayment Notice. On the Optional Prepayment Date, the Borrower shall make payment of the Sixth Optional Prepayment Amount (as defined below) to or upon the order of the Holder as specified by the Holder in writing to the Borrower at least one (1) business day prior to the Optional Prepayment Date. If the Borrower exercises its right to prepay the Note, the Borrower shall make payment to the Holder of an amount in cash (the “Sixth Optional Prepayment Amount”) equal to 150%, multiplied by the sum of: (w) the then outstanding principal amount of this Note plus (x) accrued and unpaid interest on the unpaid principal amount of this Note to the Optional Prepayment Date plus (y) Default Interest, if any, on the amounts referred to in clauses (w) and (x) plus (z) any amounts owed to the Holder pursuant to Sections 1.3 and 1.4(g) hereof. If the Borrower delivers an Optional Prepayment Notice and fails to pay the Sixth Optional Prepayment Amount due to the Holder of the Note within two (2) business days following the Optional Prepayment Date, the Borrower shall forever forfeit its right to prepay the Note pursuant to this Section 1.9. After the expiration of one hundred eighty (180) following the date of the Note, the Borrower shall have no right of prepayment.

Prepayment. (a) At any time after the Original Issuance Date and provided that no Event of Default has occurred, the Borrower The Maker shall have the right to prepay any portion of the Outstanding Balance at any time (“Optional Redemption”), by paying to the Holder a sum of money equal to one hundred percent (100%) of the Outstanding Balance amount to be redeemed, together with all accrued and unpaid Interest a prepayment fee equal to ten percent (calculated only through 10%) of the Redemption Payment Date)Outstanding Balance amount to be prepaid, and any and all other sums due, accrued or payable to the Holder arising under this Note or any Transaction Document through the Redemption Payment Date as defined below (the “Redemption Amount”); provided, however, that the prepayment fee shall not exceed five percent (5%) of the Outstanding Balance amount to be prepaid. The BorrowerMaker’s election to exercise its right to prepay must be by notice in writing (“Notice of Redemption”). The Notice of Redemption shall specify the date for such Optional Redemption (the “Redemption Payment Date”), which date shall be fifteen (15) Trading Days after the date of the Notice of Redemption (the “Redemption Period”). A Notice of Redemption shall not be effective with respect to any portion of the Outstanding Balance for which the Holder has a pending election to convert, or for conversions initiated or made by the Holder during the Redemption Period. On the Redemption Payment Date, the Redemption Amount, less any portion of the Redemption Amount against which the Holder has exercised its conversion rights, shall be paid in good funds to the Holder. If the Borrower Maker fails to pay the Redemption Amount on the Redemption Payment Date as set forth herein, then such Notice of Redemption will be null and void.

Prepayment. At If I pay off this note early, I will not have to pay a penalty. I can see my contract documents for any time after additional information about non-payment, default, any required prepayment before the Original Issuance scheduled date. PROPERTY INSURANCE –( X is required) ( is not required) . I have the option of furnishing any insurance required in connection with this transaction either through existing policies I own or control, or by procuring and furnishing insurance coverage equivalent to what you require from any insurance company authorized to do business in Texas. I WILL MAINTAIN FULL COMPREHENSIVE AND COLLISION INSURANCE COVERAGE ON THE VEHICLE LISTED ABOVE WITH NO MORE THAN $500.00 DEDUCTIBLES. IN THE EVENT MY INSURANCE IS CANCELLED FOR ANY REASON OR I VIOLATE THE TERMS OF MY AUTO LOAN OR INSURANCE AGREEMENT THEN I WILL BE IN DEFAULT OF SAID CONTRACTS. REFER TO THE REPOSSESSION AGREEMENT IF YOU ARE IN DEFAULT. SIGNATURES – I AGREE TO THE TERMS SET OUT ON PAGE 1 AND PAGE 2 OF THIS AGREEMENT. I HAVE RECEIVED A COPY OF THIS DOCUMENT ON TODAY’S DATE Signature Date - - Co Signature I/We hereby agree that in the event I fail to make any payment or any part of any payment on my loan to you on loan # TL102 for a 2011 Honda Accord having a VIN of :1234567890123456, you have my authorization to repossess without the necessity of a court order or judicial process. I also give you authorization to retrieve this vehicle from my property, or any other property I may leave this vehicle, at anytime of the day or night. You have my permission to use any reasonable means to open or gain entry into the vehicle without causing any undo damage during the process of repossession. I understand that you are not responsible for any damages that may occur during repossession. I understand that any and provided all charges incurred during repossession of this vehicle will be added to my account. I understand that no Event if this vehicle is repossessed, only the full payment of Default has occurredthe contract within ten calendar days will return this vehicle to me. I also understand that the balance of this contract will have all costs of the repossession process. I understand that I am responsible for any costs incurred in collecting Payments not made on a timely basis including personal checks returned for Insufficient funds; I am fully aware that Alpha Omega is not required to give any NOTICE OF REPOSSESSION of said vehicle, should I be more than 5 days past due on any payments; I also understand that Alpha Omega is not responsible for any damages that may be incurred during repossession of said vehicle and should repossession of vehicle take place that said vehicle will be stores in a reasonable safe location; I understand that I am responsible for any costs incurred in collecting Payments not made on a timely basis including personal checks returned for Insufficient funds; I understand that additional charges will be added to my account should it become necessary for said vehicle to be repossessed. I am aware that I will be responsible for these charges in additional principal before the Borrower shall release of vehicle; I hereby agree and assume full responsibilities for all property that may become damaged or lost in the event said vehicle is repossessed; I understand that I have the right to prepay any portion an Attorney examine this agreement before signing; I understand if the value of property destroyed, removed, concealed, encumbered or otherwise harmed or reduced in value is $1,500.00 or more but less than $20,000.00, it is a STATE JAIL FELONY. IMMEDIATE NOTIFICATION OF CHANGE OF PHONE NUMBER, ADDRESS AND JOB IS REQUIRED. FAILURE TO NOTIFY CHECK-N-TITLE FINANCE OF ANY CHANGES WILL RESULT IN A DEFAULT STATUS AND WILL BE SENT TO COLLECTIONS IMMEDIATELY. ALL PAYMENTS TO BE MADE ON OR BEFORE DUE DATE AT Alpha Omega, , , ,. OFFICE . By signing below I am acknowledging that I have read this information and that I agree and understand the Outstanding Balance at any time (“Optional Redemption”), by paying to the Holder a sum of money equal to one hundred percent (100%) of the Outstanding Balance amount to be redeemed, together with all accrued and unpaid Interest (calculated only through the Redemption Payment Date), and any and all other sums due, accrued or payable to the Holder arising under information on this Note or any Transaction Document through the Redemption Payment document. CO-APPLICANT Date as defined below (the “Redemption Amount”); provided, however, that the prepayment fee shall not exceed five percent (5%) of the Outstanding Balance amount to be prepaid. The Borrower’s election to exercise its right to prepay must be by notice in writing (“Notice of Redemption”). The Notice of Redemption shall specify the date for such Optional Redemption (the “Redemption Payment Date”), which date shall be fifteen (15) Trading Days after the date of the Notice of Redemption (the “Redemption Period”). A Notice of Redemption shall not be effective with respect to any portion of the Outstanding Balance for which the Holder has a pending election to convert, or for conversions initiated or made by the Holder during the Redemption Period. On the Redemption Payment Date, the Redemption Amount, less any portion of the Redemption Amount against which the Holder has exercised its conversion rights, shall be paid in good funds to the Holder. If the Borrower fails to pay the Redemption Amount on the Redemption Payment Alpha Omega Date as set forth herein, then such Notice of Redemption will be null and void.Customer ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Date 9/26/2014 Year: 2011 Make: Honda

Prepayment. At any time after From the Original Issuance Closing Date through and provided that no Event of Default has occurredincluding July 31, 2016 (the "Initial Prepayment Premium Period") and if the Extension Option is exercised, from the first day following the Initial Maturity Date through and including April 30, 2017 (the "Extension Prepayment Premium Period"), Borrower shall have may prepay the right Loan, in whole but not in part, upon not less than thirty (30) days' prior written notice to prepay any portion Lender and upon payment of the Outstanding Balance at Prepayment Premium, plus any time (“Optional Redemption”), by paying to the Holder a sum of money equal to one hundred percent (100%) of the Outstanding Balance amount to be redeemed, together with and all accrued and unpaid Interest (calculated only through interest and any other amounts due and owing under the Redemption Payment DateLoan Documents. Following the expiration of the Initial Prepayment Premium Period and prior to the Initial Stated Maturity Date and if the Extension Option is exercised pursuant to Section 2.3(3), and following the expiration of the Extension Prepayment Premium Period, upon not less than thirty (30) days' prior written notice to Lender, Borrower may prepay the Loan, in whole but not in part, upon payment of any and all accrued and unpaid interest and any other sums dueamounts due and owing under the Loan Documents. If the Loan is prepaid, in whole (or in whole or in part pursuant to a casualty or condemnation, or pursuant to Section 6.5), each such prepayment shall be made to Lender on the prepayment date specified in the applicable notice to Lender pursuant hereto, and (in every case) together with the accrued and unpaid interest on the principal amount prepaid. If the Loan is accelerated during either the Initial Prepayment Premium Period or payable the Extension Prepayment Premium Period for any reason other than casualty or condemnation or pursuant to Section 6.5, Borrower shall pay to Lender, in addition to all other amounts outstanding under the Loan Documents, the Prepayment Premium. For the avoidance of doubt, Borrower shall not be required to pay a prepayment premium in connection with any full or partial prepayment of the Loan pursuant to a casualty or condemnation, or pursuant to Section 6.5. Borrower may revoke a prepayment notice or extend the date of prepayment at any time prior to the Holder arising under this Note or any Transaction Document through the Redemption Payment Date as defined below (the “Redemption Amount”)date of prepayment without prejudice to Borrower's right to deliver a prepayment notice at some later date; provided, howeverthat (i) Borrower shall keep Lender reasonably apprised of the status of any refinancing during the period between the delivery of the prepayment notice and the delivery of the revocation notice, and (ii) Borrower shall reimburse Lender, promptly on demand, for any reasonable out-of-pocket costs and expenses incurred by Lender in reliance on the revoked or extended notice, or in connection with the anticipated prepayment of the Loan. Borrower acknowledges that the prepayment fee shall not exceed five percent (5%) Prepayment Premium required by this Section constitutes partial compensation to Lender for the cost of reinvesting the Loan proceeds and for the loss of the Outstanding Balance amount contracted rate of return on the Loan. Furthermore, Borrower acknowledges that the loss that may be sustained by Lender as a result of such a prepayment by Borrower is not susceptible of precise calculation and the Prepayment Premium represents the good faith effort of Borrower and Lender to be prepaidcompensate Lender for such loss. The Borrower confirms that Lender's agreement to make the Loan at the interest rate and on the other terms set forth herein constitutes adequate and valuable consideration, given individual weight by Borrower’s election to exercise its right to prepay must be by notice , for the prepayment provisions set forth in writing (“Notice of Redemption”this Section 2.3(4). The Notice of Redemption shall specify the date for such Optional Redemption (the “Redemption Payment Date”)By initialing this provision where indicated below, which date shall be fifteen (15) Trading Days after the date of the Notice of Redemption (the “Redemption Period”). A Notice of Redemption shall not be effective with respect to Borrower waives any portion of the Outstanding Balance for which the Holder has a pending election to convertrights it may have under California Civil Code Section 2954.10, or for conversions initiated or made by any successor statute, and Borrower confirms that Lender's agreement to make the Holder during Loan at the Redemption Period. On the Redemption Payment Date, the Redemption Amount, less any portion of the Redemption Amount against which the Holder has exercised its conversion rights, shall be paid in good funds to the Holder. If the Borrower fails to pay the Redemption Amount interest rate(s) and on the Redemption Payment Date as other terms set forth hereinherein constitutes adequate and valuable consideration, then such Notice of Redemption will be null and voidgiven individual weight by Borrower, for the prepayment provisions set forth in this Section 2.3(4).

Prepayment. At (a) This Note may be prepaid in whole but not in part at any time after upon not less than 10 days prior written notice to Lender (in accordance with the Original Issuance Date and terms of this Section), provided that no Event any such prepayment of Default has occurred, the Borrower shall have the right to prepay all or any portion of the Outstanding Balance at any time Principal Balance, whether voluntary or involuntary, shall be accompanied by (“Optional Redemption”), by paying a) interest accrued to the Holder a sum date of money equal prepayment on the principal amount prepaid, (b) if such prepayment occurs prior to one hundred percent the Initially Scheduled Maturity Date, the Prepayment Adjustment, and (100%c) payment of the Outstanding Balance Structuring Fee, to the extent not previously paid. As used herein, the term "Prepayment Adjustment" means an amount to be redeemeddetermined by Lender to equal the difference between the following: (x) the remaining interest that would have been paid on the Loan calculated as follows: the Principal Balance multiplied by the Applicable Interest Rate multiplied by the number of days in the period (the "Remaining Period") commencing on the prepayment date and ending on the Initially Scheduled Maturity Date, together with all accrued divided by 360 less (y) the remaining interest that could be earned by Lend▇▇ ▇▇ the prevailing market calculated by multiplying the Principal Balance by the yield to maturity on the United States Treasury Obligation (offer side) having a maturity of three months (the "Treasury Rate") multiplied by the number of days in Remaining Period, all divided by 360. The calculation of the Prepayment Adjustment will be performed by Lender and unpaid Interest (calculated only through will be binding on Borrower absent manifest error. The Bank and Borrower agree that in the Redemption Payment Date)event of a prepayment, the cost to Lender will be difficult to ascertain and any that the Prepayment Adjustment constitutes a reasonable estimate of such cost and all other sums dueis not a penalty. Accordingly, accrued or payable the parties agree that upon the occurrence of a prepayment of the Loan prior to the Holder arising under this Note or any Transaction Document through Initially Scheduled Maturity Date, the Redemption Payment Date as defined below (the “Redemption Amount”); provided, however, that the prepayment fee shall not exceed five percent (5%) of the Outstanding Balance amount to be prepaid. The Borrower’s election to exercise its right to prepay must be by notice in writing (“Notice of Redemption”). The Notice of Redemption shall specify the date for such Optional Redemption (the “Redemption Payment Date”), which date Prepayment Adjustment shall be fifteen (15) Trading Days after the date of the Notice of Redemption (the “Redemption Period”). A Notice of Redemption due from Borrower and Lender shall not be effective with respect obligated to any portion of the Outstanding Balance for which the Holder has a pending election mitigate its costs to convert, or for conversions initiated or made by the Holder during the Redemption Period. On the Redemption Payment Date, the Redemption Amount, less any portion of the Redemption Amount against which the Holder has exercised its conversion rights, shall be paid in good funds to the Holder. If the Borrower fails to pay the Redemption Amount on the Redemption Payment Date as set forth herein, then reduce such Notice of Redemption will be null and voidamount.

Prepayment. At any time after From the Original Issuance Closing Date through and provided that no Event of Default has occurredincluding September 7, 2016 (the "Prepayment Premium Period"), Borrower shall have may prepay the right Loan, in whole but not in part, upon not less than thirty (30) days' prior written notice to prepay any portion Lender and upon payment of the Outstanding Balance at Prepayment Premium, plus any time (“Optional Redemption”), by paying to the Holder a sum of money equal to one hundred percent (100%) of the Outstanding Balance amount to be redeemed, together with and all accrued and unpaid Interest interest and any other amounts due and owing under the Loan Documents. Following the expiration of the Prepayment Premium Period , upon not less than thirty (calculated only through 30) days' prior written notice to Lender, Borrower may prepay the Redemption Payment Date)Loan, and in whole but not in part, upon payment of any and all accrued and unpaid interest and any other sums dueamounts due and owing under the Loan Documents. If the Loan is prepaid, in whole (or in whole or in part pursuant to a casualty or condemnation, or pursuant to Section 6.5), each such prepayment shall be made to Lender on the prepayment date specified in the applicable notice to Lender pursuant hereto, and (in every case) together with the accrued and unpaid interest on the principal amount prepaid. If the Loan is accelerated during the Prepayment Premium Period for any reason other than casualty or payable condemnation or pursuant to Section 6.5, Borrower shall pay to Lender, in addition to all other amounts outstanding under the Loan Documents, the Prepayment Premium. For the avoidance of doubt, Borrower shall not be required to pay a prepayment premium in connection with any full or partial prepayment of the Loan pursuant to a casualty or condemnation, or pursuant to Section 6.5. Borrower may revoke a prepayment notice or extend the date of prepayment at any time prior to the Holder arising under this Note or any Transaction Document through the Redemption Payment Date as defined below (the “Redemption Amount”)date of prepayment without prejudice to Borrower's right to deliver a prepayment notice at some later date; provided, howeverthat (i) Borrower shall keep Lender reasonably apprised of the status of any refinancing during the period between the delivery of the prepayment notice and the delivery of the revocation notice, and (ii) Borrower shall reimburse Lender, promptly on demand, for any reasonable out-of-pocket costs and expenses incurred by Lender in reliance on the revoked or extended notice, or in connection with the anticipated prepayment of the Loan. Borrower acknowledges that the prepayment fee shall not exceed five percent (5%) Prepayment Premium required by this Section constitutes partial compensation to Lender for the cost of reinvesting the Loan proceeds and for the loss of the Outstanding Balance amount contracted rate of return on the Loan. Furthermore, Borrower acknowledges that the loss that may be sustained by Lender as a result of such a prepayment by Borrower is not susceptible of precise calculation and the Prepayment Premium represents the good faith effort of Borrower and Lender to be prepaidcompensate Lender for such loss. The Borrower confirms that Lender's agreement to make the Loan at the interest rate and on the other terms set forth herein constitutes adequate and valuable consideration, given individual weight by Borrower’s election to exercise its right to prepay must be by notice , for the prepayment provisions set forth in writing (“Notice of Redemption”this Section 2.3(4). The Notice of Redemption shall specify the date for such Optional Redemption (the “Redemption Payment Date”)By initialing this provision where indicated below, which date shall be fifteen (15) Trading Days after the date of the Notice of Redemption (the “Redemption Period”). A Notice of Redemption shall not be effective with respect to Borrower waives any portion of the Outstanding Balance for which the Holder has a pending election to convertrights it may have under California Civil Code Section 2954.10, or for conversions initiated or made by any successor statute, and Borrower confirms that Lender's agreement to make the Holder during Loan at the Redemption Period. On the Redemption Payment Date, the Redemption Amount, less any portion of the Redemption Amount against which the Holder has exercised its conversion rights, shall be paid in good funds to the Holder. If the Borrower fails to pay the Redemption Amount interest rate(s) and on the Redemption Payment Date as other terms set forth hereinherein constitutes adequate and valuable consideration, then such Notice of Redemption will be null and voidgiven individual weight by Borrower, for the prepayment provisions set forth in this Section 2.3(4).

Prepayment. At any time after the Original Issuance Date and provided that no Event of Default has occurred, the Borrower (a) Buyer shall have the right to prepay any portion of the Outstanding Balance at any time (“Optional Redemption”), by paying to the Holder a sum of money equal to pay one hundred percent per cent (100%) of the Outstanding Balance amount specified in Seller’s proforma invoice in advance of delivery by not later the date specified in Seller’s proforma invoice. Seller’s proforma invoice shall be issued on the basis of the Nominated Quantity. (b) If the amount paid by Buyer as prepayment for the Goods is less than the amount due for the quantity of the Goods delivered by Seller to Buyer under the Contract as set out in the relevant Transportation Document ("Delivered Quantity") Buyer shall pay the outstanding balance within five (5) days of Seller’s invoice for the balance. (c) If the amount paid by Buyer as prepayment for the Goods exceeds the amount due for the Delivered Quantity, the Parties shall mutually agree if (i) such difference between the amounts will be redeemedapplied to future deliveries under a Contract or otherwise; or (ii) Seller shall reimburse Buyer such difference. (d) Should Buyer pay less than 100% of the amount specified in Seller’s invoice according to Article 3.2.1 (a) above, together with all accrued and unpaid Interest (calculated only through the Redemption Payment Date)Seller may, and any and all other sums due, accrued or payable to the Holder arising under this Note or any Transaction Document through the Redemption Payment Date as defined below (the “Redemption Amount”); provided, however, that the prepayment fee but shall not exceed five percent be obliged to, deliver a quantity of the Goods corresponding the actual amount of prepayment received from Buyer. (e) In case of partial prepayment The Buyer shall pay the Goods via the following terms: 5%% - 50 % (as specified in the proforma invoice) of the Outstanding Balance amount to be prepaid. The Borrower’s election to exercise its right to prepay must be by notice in writing (“Notice of Redemption”). The Notice of Redemption shall specify the date for such Optional Redemption (the “Redemption Payment Date”), which date Total Goods Value shall be fifteen (15) Trading paid by the Buyer in advance before the Goods dispatched from Manufacturer but in any case not later than within than 5 Business Days after the date of the Notice of Redemption Seller’s proforma invoice, 50 % - 95 % (as specified in the “Redemption Period”). A Notice of Redemption shall not be effective with respect to any portion proforma invoice) of the Outstanding Balance for which the Holder has a pending election to convert, or for conversions initiated or made by the Holder during the Redemption Period. On the Redemption Payment Date, the Redemption Amount, less any portion of the Redemption Amount against which the Holder has exercised its conversion rights, Total Goods Value shall be paid by the Buyer after the Goods dispatched from the Place of Shipment but in good funds to any case not later than 5 Business Days after date of ▇▇▇▇ of Lading issued at the HolderPlace of Shipment. If In case the Borrower Buyer fails to pay the Redemption Amount on remaining amount of the Redemption Payment Date Total Goods Value within 5 days as set forth hereinspecified above, then such Notice the Seller shall not be liable to deliver the Goods to the Buyer and is entitled to retain the advance payment paid by the Buyer for compensation of Redemption will be null the Seller’s expenses and/or losses. Transfer of title and voidrisk shall occur after receiving 100% payment to the Seller's bank account.

Prepayment. At (a) If the Company desires to prepay any time after amount due hereunder (the Original Issuance Date and provided that no Event "Prepayment Amount") prior to the Maturity Date, then the Company shall provide Cephalon with written notice thereof (the "Prepayment Notice"). For a period of Default has occurredten (10) days following receipt of the Prepayment Notice, the Borrower Cephalon shall have the right option of converting such Prepayment Amount pursuant to prepay any portion of Section 4 hereof. If Cephalon does not elect to convert such Prepayment Amount within the Outstanding Balance timeframe provided, then the Company shall be permitted to pay the Prepayment Amount, provided that the Company also pays to Cephalon at any such time (“Optional Redemption”), by paying to the Holder a sum of money an amount equal to one hundred percent (100%) of the Outstanding Balance amount to be redeemed, together with all accrued and unpaid Interest (calculated only through the Redemption Payment Date), and any and all other sums due, accrued or payable to the Holder arising under this Note or any Transaction Document through the Redemption Payment Date as defined below (the “Redemption Amount”); provided, however, that the prepayment fee shall not exceed five percent (5%) of the Outstanding Balance amount to be prepaidsuch Prepayment Amount. The Borrower’s election to exercise its right to prepay must be by notice in writing (“Notice of Redemption”). The Notice of Redemption shall specify the date for such Optional Redemption (the “Redemption Payment Date”), which date shall be fifteen (15) Trading Days after the date of the Notice of Redemption (the “Redemption Period”). A Notice of Redemption shall not be effective with respect to any portion of the Outstanding Balance for which the Holder has a pending election to convert, or for conversions initiated or made by the Holder during the Redemption Period. On the Redemption Payment Date, the Redemption Prepayment Amount, less any portion of the Redemption Amount against which the Holder has exercised its conversion rightsexcluding such five percent payment amount, shall be paid in good funds applied first to costs and expenses due hereunder, then to accrued but unpaid interest, and thereafter to the HolderPrincipal Amount hereof. The original Principal Amount as reduced from time to time for all Prepayment Amounts, if any, shall be referred to in this Note as the "Principal Amount." (b) If any Change of Control Event (as defined below) occurs within six (6) months following payment of a Prepayment Amount, which, if Cephalon had converted the Borrower fails Prepayment Amount and participated in the Change of Control Event as a shareholder, would have resulted in a larger payment to pay Cephalon in respect of the Redemption Amount Common Stock received on the Redemption Payment Date conversion of the Prepayment Amount as set forth compared to the Prepayment Amount, then the Company shall pay Cephalon on the date the Change of Control Event is consummated, an additional make-whole amount equal to (i) the amount Cephalon would have been entitled to receive had Cephalon converted the Prepayment Amount in accordance with Section 4 hereof as of the date such Change of Control Event was consummated and had Cephalon been required to fully participate in the Change of Control Event, less (ii) the Prepayment Amount. The term "Change of Control Event" as used herein, then shall mean (x) the liquidation, dissolution or winding up of the Company, (y) a sale, lease or transfer of all or substantially all of the assets of the Company, or (z) any consolidation, merger, amalgamation, plan of arrangement or share exchange of the Company in which the holders of the Company's voting capital stock outstanding immediately prior to such Notice consolidation, merger, amalgamation, plan of Redemption will be null and voidarrangement or share exchange do not, in the aggregate, hold a majority of the voting capital stock of the surviving or resulting entity outstanding immediately following such consolidation, merger, amalgamation, plan of arrangement or share exchange.

Prepayment. At 14.1 The Borrower may not prepay all or any time after part of the Original Issuance principal of the Loan B before its Due Date (a “Prepayment”). Provided, however, that this shall not apply if the Prepayment is made pursuant to Clause 13 or Clause 34, or if the Borrower, in accordance with the procedures set forth below, obtains the prior written approval of all of the Lenders B who made the Individual Loan B in respect of which the Borrower gives notice of its desire to make a Prepayment (the “Relevant Prepayment Lenders B”), and provided that no Event of Default has occurredthe Agent. 14.2 If the Borrower desires to make a Prepayment, the Borrower shall have give a written notice to the right Agent no later than ten (10) Business Days prior to prepay any portion of the Outstanding Balance at any time date the Borrower desires to make the Prepayment (the “Optional RedemptionDesired Prepayment Date”), by paying to stating (a) the Holder a sum of money equal to one hundred percent (100%) Drawdown Date, the Repayment Date and the principal amount of the Outstanding Balance Individual Loan B for which the Borrower desires to make a Prepayment, (b) the principal amount for which the Borrower desires to be redeemedmake a Prepayment (not less than 100 million yen, together with all and in increments of 100 million yen), (c) that the Borrower will pay in full on the Desired Prepayment Date, the interest on the principal amount for which the Borrower desires to make a Prepayment that has accrued and unpaid Interest by the Desired Prepayment Date (calculated only through inclusive) (the Redemption Payment Date“Accrued Interest”), and any and all other sums due(d) the Desired Prepayment Date. The Agent shall notify the Relevant Prepayment Lenders B of items (a) through (d) of this Clause 14.2 by the Business Day immediately following the day the Agent receives notice from the Borrower, accrued or payable whereupon the Relevant Prepayment Lenders B shall notify the Agent no later than five (5) Business Days prior to the Holder arising under this Note Desired Prepayment Date of whether or not they approve such Prepayment. If such notice by any Transaction Document through of the Redemption Payment Relevant Prepayment Lenders B does not reach the Agent by five (5) Business Days prior to the Desired Prepayment Date, it shall be deemed that the Relevant Prepayment Lenders B did not approve such Prepayment. The Agent shall judge the acceptability of the Prepayment by four (4) Business Days prior to the Desired Prepayment Date, and notify the result to the Borrower and the Relevant Prepayment Lenders B. 14.3 The Relevant Prepayment Lenders B who approve the Prepayment in accordance with Clause 14.2 shall notify the Agent of the Break Funding Cost no later than two (2) Business Days prior to the Desired Prepayment Date. After receiving such notice, the Agent shall notify the Borrower of the same no later than one (1) Business Day prior to the Desired Prepayment Date. The Borrower shall pay on the Desired Prepayment Date to the Relevant Prepayment Lenders B who approve the Prepayment, in accordance with Clause 18, the total of the principal, the Accrued Interest and the Break Funding Cost in respect of the Loan B subject to such Prepayment. 14.4 If it is found that the Counter-Performed Trust Receivables Amount (Goods’ Value Equivalent) cannot be maintained at an amount that is not less than 120% of the Total Outstanding Balance minus the Fixed Trust Property Value as defined below of each Collection Calculation Date, the Borrower shall make the Prepayment in accordance with the following procedures, no later than three (3) Business Days after the date such fact is found (if such fact is found at or after 11 a.m. on the Business Day immediately preceding the Drawdown Date to the Drawdown Date, including the Business Day immediately preceding the Drawdown Date; the “Redemption Amount”Discovery Date” in this Clause 14.4); provided, with respect to all of the Loan Receivables B or a part sufficient to maintain the Counter-Performed Trust Receivables Amount (Goods’ Value Equivalent) as of such Collection Calculation Date at an amount that is not less than 120% of the Total Outstanding Balance minus the Fixed Trust Property Value as of such Collection Calculation Date. Provided, however, that the prepayment fee this shall not exceed five percent (5%) apply if the Borrower additionally entrusts the Trustee with monies sufficient to satisfy the Trust Property Maintenance Standards in accordance with the provisions of the Outstanding Balance Accounts Receivables Trust Agreement during the Business Day immediately following the Discovery Date, upon notifying the Trustee and the Agent of its intent to entrust additional funds (by submitting an Application for Additional Entrustment of Funds) no later than 11 a.m. on the Business Day immediately following the Discovery Date. (i) The Borrower shall notify the Agent of the principal amount subject to be prepaid. the Prepayment no later than 11 a.m. on the Business Day immediately following the Discovery Date (if it discovers such fact). (ii) The Borrower’s election Agent shall notify the Relevant Prepayment Lenders B and the Borrower by the Business Day immediately following the Discovery Date, of (a) the principal amount subject to exercise its right the Prepayment, (b) the interest on the principal amount subject to prepay must be the Prepayment that has accrued by notice in writing (“Notice of Redemption”). The Notice of Redemption shall specify the date for such Optional Redemption (inclusive) the Prepayment will be made (the “Redemption Payment DateAccrued Interest”), which and (c) the date the Prepayment will be made. (iii) Each of the Relevant Prepayment Lenders B receiving the notice pursuant to the preceding Item (i) shall notify the Agent of the Break Funding Cost in relation to such Relevant Prepayment Lender B no later than 12 p.m. on one (1) Business Day prior to the date the Prepayment will be fifteen made, and after receiving such notice, the Agent shall notify the Borrower of the same no later than one (151) Trading Days Business Day prior to the date the Prepayment will be made. (iv) The Borrower shall pay the total amount of the principal of the Loan B subject to Prepayment, and the Accrued Interest and Break Funding Costs thereon on the third (3rd) Business Day after the date Discovery Date, in accordance with the provisions of Clause 18. 14.5 If the Notice of Redemption (Borrower makes the “Redemption Period”). A Notice of Redemption shall not be effective Prepayment with respect to any portion a part of the Outstanding Balance for Loan Receivables B in accordance with Clause 14.4, the Borrower shall first repay the Loan Receivables B in relation to the Individual Loan B of which the Holder has a pending election Drawdown Date arrives last, in the whole or any part thereof in an amount not less than 100 million yen and in increments of 100 million yen sufficient to convertsatisfy the Trust Property Maintenance Standards, or for conversions initiated or made by and if the Holder during the Redemption Period. On the Redemption Payment Date, the Redemption Amount, less any portion repayment of all of the Redemption Amount against Loan Receivables B in relation to the Individual Loan B of which the Holder has exercised its conversion rightsDrawdown Date arrives last is still not sufficient to satisfy the Trust Property Maintenance Standards, then the Borrower shall be paid repay the Loan Receivables B in good funds relation to the Holder. If Individual Loan B of which the Borrower fails Drawdown Date arrives the next latest, in the whole or any part thereof in an amount not less than 100 million yen and in increments of 100 million yen sufficient to pay satisfy the Redemption Amount on Trust Property Maintenance Standards, and the Redemption Payment Date as set forth herein, then such Notice of Redemption will be null and voidsame shall apply thereafter.

Prepayment. At Notwithstanding anything to the contrary contained in this Note, at any time after during the Original Issuance Date periods set forth on the table immediately following this paragraph (the “Prepayment Periods”) or as otherwise agreed to between the Borrower and provided that no Event of Default has occurredthe Holder, the Borrower shall have the right to prepay any portion of the Outstanding Balance at any time right, exercisable on not more than three (“Optional Redemption”), by paying 3) Trading Days prior written notice to the Holder a sum of money equal to one hundred percent (100%) of the Outstanding Balance amount Note to be redeemed, together with all prepay the outstanding Note (principal and accrued and unpaid Interest (calculated only through the Redemption Payment Dateinterest), and any and all other sums duein full, accrued or payable in accordance with this Section 1.7. Any notice of prepayment hereunder (an “Optional Prepayment Notice”) shall be delivered to the Holder arising under this of the Note or any Transaction Document through the Redemption Payment Date as defined below at its registered addresses and shall state: (the “Redemption Amount”); provided, however, 1) that the prepayment fee shall not exceed five percent (5%) of the Outstanding Balance amount to be prepaid. The Borrower’s election to exercise Borrower is exercising its right to prepay must the Note, and (2) the date of prepayment which shall be not more than three (3) Trading Days from the date of the Optional Prepayment Notice. On the date fixed for prepayment (the “Optional Prepayment Date”), the Borrower shall make payment of the Optional Prepayment Amount (as defined below) to Holder, or upon the direction of the Holder as specified by notice the Holder in a writing to the Borrower (which shall direction to be sent to Borrower by the Holder at least one (1) business day prior to the Optional Prepayment Date). If the Borrower exercises its right to prepay the Note, the Borrower shall make payment to the Holder of an amount in cash equal to the percentage (“Notice Prepayment Percentage”) as set forth in the table immediately following this paragraph opposite the applicable Prepayment Period, multiplied by the sum of: (w) the then outstanding principal amount of Redemptionthis Note plus (x) accrued and unpaid interest on the unpaid principal amount of this Note to the Optional Prepayment Date plus (y) Default Interest, if any, on the amounts referred to in clauses (w) and (x) plus (z) any amounts owed to the Holder pursuant to Section 1.4 hereof (the “Optional Prepayment Amount”). The Notice of Redemption shall specify period beginning on the Issue Date and ending on the date for such Optional Redemption which is one hundred eighty (180) following the “Redemption Payment Issue Date”), which date shall be fifteen (15) Trading Days after . 110 % After the date expiration of the Notice of Redemption (the “Redemption Period”). A Notice of Redemption shall not be effective with respect to any portion of the Outstanding Balance for which the Holder has a pending election to convert, or for conversions initiated or made by the Holder during the Redemption Period. On the Redemption Payment DatePrepayment Period set forth above, the Redemption Amount, less any portion of the Redemption Amount against which the Holder has exercised its conversion rights, shall be paid in good funds Borrower may submit an Optional Prepayment Notice to the Holder. If Upon receipt by the Borrower fails Holder of the Optional Prepayment Notice post Prepayment Periods, the prepayment shall be subject to pay the Redemption Amount on Holder’s and the Redemption Payment Date as set forth hereinBorrower’s agreement with respect to the applicable Prepayment Percentage. Notwithstanding anything contained herein to the contrary, then such Notice of Redemption will the Holder’s conversion rights herein shall not be null and voidaffected in any way until the Note is fully paid (funds received by the Holder) pursuant to an Optional Prepayment Notice.

Prepayment. At any time after the Original Issuance Date and provided that no Event of Default has occurred, the Borrower shall have the right to prepay The Loan or any portion of the Outstanding Balance thereof may be prepaid in full or in part without premium or penalty at any time if interest is accruing at the Variable Rate or on the last day of any Interest Period upon five (“Optional Redemption”), by paying 5) days' prior written notice to the Holder holder of this Note. Prepayments at any other time shall be subject to the payment of a sum Prepayment Premium. Any partial prepayment of money equal principal shall first be applied to one hundred percent (100%) any installment of principal then due and then be applied to the principal due in the reverse order of maturity, and no such partial prepayment shall relieve Borrower of the Outstanding Balance obligation to pay each subsequent installment of principal when due. Borrower shall pay to Lender all reasonable costs and expenses incurred by Lender in connection with such prepayment and such charges will be paid by Borrower whether payment is made voluntarily at Borrower's option or involuntarily after Lender has made demand for payment after an Event of Default. In the event that interest is accruing hereunder at the LIBO Rate or a Bank Rate and Borrower prepays the Loan at any time other than at the end of an Interest Period, Borrower shall be required to pay a Prepayment Premium (the "Prepayment Premium") to Lender in an amount to be redeemed, together computed as follows: the current Treasury Rate with all accrued and unpaid Interest (calculated only through the Redemption Payment Date), and any and all other sums due, accrued or payable a maturity date closest to the Holder arising under this Note or any Transaction Document through the Redemption Payment Date as defined below (the “Redemption Amount”); provided, however, that last day of applicable Interest Period to which the prepayment fee is made shall not exceed five percent (5%) be subtracted from the cost of funds component of the Outstanding Balance LIBO Rate in effect at the time of prepayment. If the result is zero or a negative number, there shall be no Prepayment Premium. If the result is a positive number, then the resulting percentage shall be multiplied by the amount to be of the principal balance being prepaid. The Borrower’s election resulting amount shall be divided by 360 and multiplied by the number of days remaining in the Interest Period as to exercise its right which the prepayment is made. Said amount shall be reduced to prepay must be present value calculated by notice using the number of days remaining in writing (“Notice of Redemption”)the Interest Period and using the Treasury Rate. The Notice of Redemption shall specify the date for such Optional Redemption (the “Redemption Payment Date”), which date resulting amount shall be fifteen (15) Trading Days after the date Prepayment Premium due to Lender upon prepayment of the Notice Loan. If by reason of Redemption (the “Redemption Period”). A Notice an event of Redemption shall not default Lender elects to declare this note to be effective immediately due and payable, then any Prepayment Premium with respect to any portion this note shall become due and payable in the same manner as though Borrower had exercised such right of the Outstanding Balance for which the Holder has a pending election to convert, or for conversions initiated or made by the Holder during the Redemption Period. On the Redemption Payment Date, the Redemption Amount, less any portion of the Redemption Amount against which the Holder has exercised its conversion rights, shall be paid in good funds to the Holder. If the Borrower fails to pay the Redemption Amount on the Redemption Payment Date as set forth herein, then such Notice of Redemption will be null and voidprepayment.