Common use of Prepayment Clause in Contracts

Prepayment. Notwithstanding the 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 so long as no Event of Default has occurred since the Effective Date (whether declared by Lender or undeclared and regardless of whether or not cured), then Borrower shall have the right, exercisable on not less than five (5) Trading Days prior written notice to Lender to prepay the Outstanding Balance of this Note, in full, in accordance with this Section 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 five (5) Trading Days from the date of the Optional Prepayment Notice. On the date fixed for prepayment (the “Optional Prepayment Date”), Borrower shall make payment of the Optional Prepayment Amount (as defined below) to or upon the order of Lender as may be specified by Lender in writing to Borrower. 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 that is five (5) Trading Days from the date that the Optional Prepayment Amount was delivered to Lender and Lender shall be entitled to exercise its conversion rights set forth herein during such five (5) day period. In addition, if Borrower delivers an Optional Prepayment Notice and fails to pay the Optional Prepayment Amount due to Lender within two (2) Trading Days following the Optional Prepayment Date, Borrower shall forever forfeit its right to prepay this Note.

Prepayment. Notwithstanding anything to the foregoingcontrary contained in this Note, so long as the Borrower has not received a Lender Notice of 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 so long as no Event of Default has occurred since the Effective Date (whether declared by Lender or undeclared and regardless of whether or not cured)Holder, then at any time during the period beginning on the Issue Date and ending on the date which is one hundred twenty (120) days following the date hereof, the Borrower shall have the right, exercisable on not less than five three (53) Trading Days prior written notice to Lender the Holder of the Note to prepay the Outstanding Balance of this Noteoutstanding Note (principal and accrued interest), in full, in accordance with this Section 1.21.9. Any notice of prepayment hereunder (an “Optional Prepayment Notice”) shall be delivered to Lender the Holder of the Note at its registered address addresses and shall state: (i1) that the Borrower is exercising its right to prepay this the Note, and (ii2) the date of prepayment, prepayment which shall be not less more than five three (53) 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 Lender the Holder as may be specified by Lender the Holder in writing to Borrowerthe Borrower at least one (1) business day prior to the Optional Prepayment Date. If the Borrower exercises its right to prepay this the Note, the Borrower shall make payment to Lender the Holder 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 ) equal to 150%, multiplied by the event Borrower delivers sum of: (w) the Optional Prepayment Amount to Lender prior 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 or without delivering an Optional Prepayment Notice plus (y) Default Interest, if any, on the amounts referred 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 clauses (w) and (x) plus (z) any amounts owed to the Outstanding Balance of this Note on Holder pursuant to Sections 1.3 and 1.4(g) hereof. If the day Borrower delivers the Optional Prepayment Amount to Lender. In the event Borrower delivers the Optional Prepayment Amount without an Optional Prepayment Notice, then the Optional Prepayment Date will be deemed to be the date that is five (5) Trading Days from the date that the Optional Prepayment Amount was delivered to Lender and Lender shall be entitled to exercise its conversion rights set forth herein during such five (5) day period. In addition, if Borrower delivers an Optional Prepayment Notice and fails to pay the Optional Prepayment Amount due to Lender the Holder of the Note within two (2) Trading Days 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 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 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 Optional Prepayment Notice. On the date fixed for prepayment (the “Optional Prepayment Date”), the Borrower shall make payment of the Second 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 “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 Section 1.4(g) hereof. If the Borrower delivers an Optional Prepayment Notice and fails to pay the 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. After the expiration of one hundred eighty (180) days following the date of the Note, the Borrower shall have no right of prepayment.

Prepayment. Notwithstanding the 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 so long as no Event of Default has occurred since the Effective Date (whether declared by Lender or undeclared and regardless of whether or not cured), then Borrower shall have the right, exercisable on not less than five (5) Trading Days prior written notice to Lender to prepay the Outstanding Balance of this Note, in full, in accordance with this Section 1.21. 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 five (5) Trading Days from the date of the Optional Prepayment Notice. On the date fixed for prepayment (the “Optional Prepayment Date”), Borrower shall make payment of the Optional Prepayment Amount (as defined below) to or upon the order of Lender as may be specified by Lender in writing to Borrower. 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 that is five (5) Trading Days from the date that the Optional Prepayment Amount was delivered to Lender and Lender shall be entitled to exercise its conversion rights set forth herein during such five (5) day period. In addition, if Borrower delivers an Optional Prepayment Notice and fails to pay the Optional Prepayment Amount due to Lender within two (2) Trading Days following the Optional Prepayment Date, Borrower shall forever forfeit its right to prepay this Note.

Prepayment. Notwithstanding the 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 so So long as no Event of Default (as defined below) has occurred since the Effective Date (whether declared by Lender or undeclared and regardless of whether or not cured)occurred, then Borrower shall have the right, exercisable on not less than five (5) Trading Days prior written notice to Lender to prepay the Outstanding Balance (less such portion of the Outstanding Balance for which Borrower has received a Conversion Notice (as defined below) from Lender where the 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 Lender at its registered address or through email 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 five (5) Trading Days from the date of the Optional Prepayment Notice. On the date fixed for prepayment (the “Optional Prepayment Date”), Borrower shall make payment of the Optional Prepayment Amount (as defined below) to or upon the order of Lender as may be specified by Lender 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 110120% (the “Prepayment Premium”) 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 or without delivering an Optional Prepayment Notice to Lender as set forth herein without Lender’s prior written consentDate, the Optional Prepayment Amount shall not be deemed to have been paid to Lender until the Optional Prepayment Date. Moreover, in such event the Optional Prepayment Liquidated Damages Amount will automatically be added to the Outstanding Balance of this Note on the day Borrower delivers the Optional Prepayment Amount to Lender. In the event Borrower delivers the Optional Prepayment Amount without an Optional Prepayment Notice, then the Optional Prepayment Date will be deemed to be the date that is five (5) Trading Days from the date that the Optional Prepayment Amount was delivered to Lender and Lender shall be entitled to exercise its conversion rights set forth herein during such five (5) day Trading Day period. In addition, if Borrower delivers an Optional Prepayment Notice and fails to pay the Optional Prepayment Amount due to Lender within two five (25) Trading Days following the Optional Prepayment Date, Borrower shall forever forfeit its right to prepay this Note.

Prepayment. Notwithstanding the 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 so long as no Event of Default has occurred since the Effective Date (whether declared by Lender or undeclared and regardless of whether or not cured), then Borrower shall have the right, exercisable on not less than five (5) Trading Days prior written notice to Lender to prepay the Outstanding Balance of this Note, in full, in accordance with this Section 1.21. 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 five (5) Trading Days from the date of the Optional Prepayment Notice. On the date fixed for prepayment (the “Optional Prepayment Date”), Borrower shall make payment of the Optional Prepayment Amount (as defined below) to or upon the order of Lender as may be specified by Lender in writing to Borrower. If Borrower exercises its right to prepay this Note, Borrower shall make payment to Lender of an amount in cash equal to 110125% (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 that is five (5) Trading Days from the date that the Optional Prepayment Amount was delivered to Lender and Lender shall be entitled to exercise its conversion rights set forth herein during such five (5) day period. In addition, if Borrower delivers an Optional Prepayment Notice and fails to pay the Optional Prepayment Amount due to Lender within two (2) Trading Days following the Optional Prepayment Date, Borrower shall forever forfeit its right to prepay this Note.

Prepayment. Notwithstanding 14.1 The Borrower may not prepay all or any part of the 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 principal of the applicable Conversion Shares have not yet been delivered and so long as no Event of Default has occurred since the Effective Loan A before its Due Date (whether declared by Lender a “Prepayment”). Provided, however, that this shall not apply if the Prepayment is made pursuant to Clause 13 or undeclared and regardless Clause 34, or if the Borrower, in accordance with the procedures set forth below, obtains the prior written approval of whether or not curedall 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”), then and the Agent. 14.2 If the Borrower desires to make a Prepayment, the Borrower shall have give a written notice to the rightAgent no later than ten (10) Business Days prior to the date the Borrower desires to make the Prepayment (the “Desired Prepayment Date”), exercisable on stating (a) the Drawdown Date, the Repayment Date and the principal amount of the Individual Loan A 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 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 “Accrued Interest”), and (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, whereupon the Relevant Prepayment Lenders A shall notify the Agent no later than five (5) Trading Business Days prior written to the Desired Prepayment Date of whether or not they approve such Prepayment. If such notice by any of the Relevant Prepayment Lenders A does not reach the Agent by five (5) Business Days prior to Lender 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 prepay the Outstanding Balance 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 this Notethe Break Funding Cost no later than 5 p.m. on two (2) Business Days prior to the Desired Prepayment Date. After receiving such notice, in fullthe 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 this Section 1.2. Any notice Clause 18, the total of prepayment hereunder (an “Optional Prepayment Notice”) shall be delivered the principal, the Accrued Interest and the Break Funding Cost in respect of the Loan A subject to Lender at its registered address and shall state: such Prepayment. 14.4 If it is found that (i) the Fixed Trust Property Value as of each Regular Collection Calculation Date cannot be maintained at an amount that Borrower is exercising its right to prepay this Notenot less than 101% of the Total Outstanding Balance A, and or (ii) the date Fixed Trust Property Value as of prepayment, which shall each Extraordinary Collection Calculation Date cannot be maintained at an amount that is not less than five the Total Outstanding Balance A, the Borrower shall make the Prepayment in accordance with the following procedures, no later than three (53) Trading Business Days from 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 “Discovery Date” in this Clause 14.4), with respect to all of the Optional Loan Receivables A or a part sufficient to satisfy the Trust Property Maintenance Standards. Provided, however, that this shall not 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 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 the Prepayment Notice. On no later than 11 a.m. on the Business Day immediately following the Discovery Date (if it discovers such fact). (ii) The 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 the Prepayment, (b) the interest on the principal amount subject to the Prepayment that has accrued by the date fixed for prepayment (inclusive) the Prepayment will be made (the “Optional Prepayment DateAccrued Interest”), Borrower shall make payment and (c) the date the Prepayment will be made. (iii) Each of the Optional Relevant Prepayment Amount Lenders A receiving the notice pursuant to the preceding Item (as defined belowi) shall notify the Agent of the Break Funding Cost in relation to or upon the order of such Relevant Prepayment 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% A no later than 12 p.m. on one (the “Prepayment Premium”1) multiplied by the then Outstanding Balance of this Note (the “Optional Prepayment Amount”). In the event Borrower delivers the Optional Prepayment Amount to Lender Business Day prior to the Optional date the Prepayment Date or without delivering an Optional Prepayment Notice to Lender as set forth herein without Lender’s prior written consentwill be made, and after receiving such notice, the Optional Agent shall notify the Borrower of the same no later than one (1) Business Day prior to the date the Prepayment Amount will be made. (iv) The Borrower shall not be deemed pay the total amount of the principal of the Loan A subject to have been paid to Lender until Prepayment, and the Optional Prepayment Accrued Interest and Break Funding Costs thereon on the third (3rd) Business Day after the Discovery Date. Moreover, in such event accordance with the Optional provisions of Clause 18. 14.5 The Borrower shall, in making the Prepayment Liquidated Damages Amount will automatically be added of any parts of the Loan Receivables A pursuant to Clause 14.4, first repay the Loan Receivables A in relation to the Outstanding Balance Individual Loan A of this Note on which the day Borrower delivers Drawdown Date arrives last, in the Optional Prepayment Amount whole or any part thereof in an amount not less than 100 million yen and in increments of 100 million yen sufficient to Lender. In satisfy the event Borrower delivers Trust Property Maintenance Standards, and if the Optional Prepayment Amount without an Optional Prepayment Noticerepayment of all of the Loan Receivables A in relation to the Individual Loan A of which the Drawdown Date arrives last is still not sufficient to satisfy the Trust Property Maintenance Standards, then the Optional Prepayment Date will be deemed to be the date that is five (5) Trading Days from the date that the Optional Prepayment Amount was delivered to Lender and Lender shall be entitled to exercise its conversion rights set forth herein during such five (5) day period. In addition, if Borrower delivers an Optional Prepayment Notice and fails to pay the Optional Prepayment Amount due to Lender within two (2) Trading Days following the Optional Prepayment Date, Borrower shall forever forfeit its right repay the Loan Receivables A in relation to prepay this Notethe Individual Loan A of which the 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 satisfy the Trust Property Maintenance Standards, and the same shall apply thereafter.

Prepayment. Notwithstanding the foregoing, so long as Borrower has not received a Lender Conversion Notice (as defined belowa) or a Redemption Notice (as defined below) from Lender where the applicable Conversion Shares have not yet been delivered and so long as no Event of Default has occurred since the Effective Date (whether declared by Lender or undeclared and regardless of whether or not cured), then The Borrower shall have the rightright (subject to the payment of LIBOR breakage compensation as hereinafter described in this Section 5.05 with respect to Loans subject to the LIBOR Rate Option), exercisable on not less than five at any time or from time to time, upon two (52) Trading Days Cleveland Banking Days’ prior written notice to Lender (or telephonic notice promptly confirmed in writing) to prepay all or any part of the Outstanding Balance principal amount of this Notethe Loans then outstanding as designated by the Borrower, in fullsubject to the provisions of Section 5.05(b) hereof, in accordance with this Section 1.2. Any 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 hereunder or acceleration of any Loans (an hereinafter, “Optional Prepayment NoticeLIBOR”) shall be delivered lower than the last LIBOR (without giving effect to Lender the LIBOR Floor) previously determined for those Loans accruing interest at its registered address 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 the Agent, promptly pay to the Agent, for the account of each of the Banks, in immediately available funds, LIBOR breakage compensation measured by a rate (the “LIBOR Breakage Rate”) which shall be equal to the difference between the Last LIBOR and the Prepayment LIBOR. In determining the Prepayment LIBOR payable to each Bank, the Agent shall state: (i) that Borrower is exercising its right apply a rate for each Bank equal to prepay this Note, and (ii) 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 prepaymentsuch 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, 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 or acceleration upon the Borrower’s receipt of a written statement from such Bank. The LIBOR Breakage Rate shall be applied to all or such part of the 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. Each voluntary prepayment of a Loan shall be in an aggregate principal sum of not less than five One Million Dollars (5$1,000,000) Trading Days from (except in the date 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 Optional Prepayment Notice. On the date fixed for prepayment aggregate principal sum of such Loan) and, if greater, in an integral multiple of Two Hundred Fifty Thousand Dollars (the “Optional Prepayment Date”), Borrower shall make payment of the Optional Prepayment Amount (as defined below) to or upon the order of Lender as may be specified by Lender in writing to Borrower. 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”$250,000). In the event the Borrower delivers cancels a proposed Loan subject to the Optional Prepayment Amount LIBOR Rate Option subsequent to Lender the delivery to the Agent of a Notice of Borrowing with respect to such Loan, but prior to the Optional Prepayment Date draw down of funds thereunder, or without delivering an Optional Prepayment Notice the continuation of or conversion 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 a Loan subject to the Outstanding Balance of this Note on LIBOR Rate Option does not occur for any reason (other than a default by any Bank or the day Borrower delivers the Optional Prepayment Amount Agent), such cancellation or failure to Lender. In the event Borrower delivers the Optional Prepayment Amount without an Optional Prepayment Notice, then the Optional Prepayment Date will be deemed to be the date that is five (5) Trading Days from the date that the Optional Prepayment Amount was delivered to Lender and Lender continue or convert shall be entitled treated as a prepayment subject to exercise its conversion rights set forth herein during such five (5) day period. In addition, if Borrower delivers an Optional Prepayment Notice and fails to pay the Optional Prepayment Amount due to Lender within two (2) Trading Days following the Optional Prepayment Date, Borrower shall forever forfeit its right to prepay this Noteaforementioned LIBOR breakage compensation.

Prepayment. Notwithstanding the 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 so long as no Event of Default has occurred since the Effective Date (whether declared by Lender or undeclared and regardless of whether or not cured), then Borrower Maker shall have the right, exercisable on not less than five (5) Trading Days prior written notice to Lender right to prepay the Outstanding Balance of this Note, Note at any time in full, whole or in accordance with this Section 1.2. Any notice of prepayment hereunder part (an “Optional Prepayment NoticeRedemption”), by paying to the Payee a sum of money equal to one hundred percent (100%) shall of the principal amount to be delivered redeemed, together with accrued but unpaid interest thereon, a prepayment fee equal to Lender at its registered address one percent (1%) of the principal amount to be prepaid, and shall state: any and all other sums due, accrued or payable to the Payee arising under this Note or any Transaction Document through the Redemption Payment Date as defined below (i) that Borrower is exercising the “Redemption Amount”). Maker’s election to exercise its right to prepay this Note, and must be by notice in writing (ii) “Notice of Redemption”). The Notice of Redemption shall specify the date of prepaymentfor such Optional Redemption (the “Redemption Payment Date”), which date shall be not less than five ten (510) Trading Days from after the date of the Optional Prepayment NoticeNotice of Redemption (the “Redemption Period”). A Notice of Redemption shall not be effective with respect to any portion of the Principal Amount for which the Payee has a pending election to convert, or for conversions initiated or made by the Payee during the Redemption Period. On the date fixed for prepayment (Redemption Payment Date, the “Optional Prepayment Date”)Redemption Amount, Borrower shall make payment less any portion of the Optional Prepayment Redemption Amount (as defined below) against which the Payee has exercised its conversion rights, shall be paid in good funds 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”)Payee. In the event Borrower delivers the Optional Prepayment Amount to Lender prior to the Optional Prepayment Date or without delivering an Optional Prepayment Notice to Lender as set forth herein without Lender’s prior written consent, the Optional Prepayment Amount shall not be deemed to have been paid to Lender until the Optional Prepayment Date. Moreover, in such event the Optional Prepayment Liquidated Damages Amount will automatically be added to the Outstanding Balance of this Note on the day Borrower delivers the Optional Prepayment Amount to Lender. In the event Borrower delivers the Optional Prepayment Amount without an Optional Prepayment Notice, then the Optional Prepayment Date will be deemed to be the date that is five (5) Trading Days from the date that the Optional Prepayment Amount was delivered to Lender and Lender shall be entitled to exercise its conversion rights set forth herein during such five (5) day period. In addition, if Borrower delivers an Optional Prepayment Notice and Maker fails to pay the Optional Prepayment Redemption Amount due to Lender within two (2) Trading Days following on the Optional Prepayment DateRedemption Payment Date as set forth herein, Borrower shall forever forfeit its right to prepay this Notethen such Notice of Redemption will be null and void.

Prepayment. Notwithstanding Borrower shall have the foregoingright 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 long 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. (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 Borrower has not received a Lender Conversion Notice quoted by the money desk of Administrative Agent (as defined below) or a Redemption Notice "Reinvestment Rate"), shall be lower than the LIBOR Rate applicable to the LIBOR Loan which is intended to be prepaid (as defined below) from Lender where the applicable Conversion Shares have not yet been delivered and so long as no Event of Default has occurred since the Effective Date (whether declared by Lender or undeclared and regardless of whether or not curedhereinafter, "Last LIBOR"), then Borrower shall have the rightshall, exercisable on not less than five (5) Trading Days prior upon written notice by Administrative Agent, promptly pay to Lender to prepay Administrative Agent, for the Outstanding Balance benefit of this Notethe Banks, in fullimmediately available funds, in accordance with this Section 1.2. Any notice a prepayment fee equal to the product of prepayment hereunder (an “Optional a) a rate (the "Prepayment Notice”Rate") which shall be delivered equal to Lender at its registered address the difference between the Last LIBOR and shall state: the Reinvestment Rate, times (b) the principal amount of the LIBOR Loan which is to be prepaid, times (c) (i) that Borrower the number of days remaining in the Interest Period of the LIBOR Loan which is exercising its right to prepay this Note, and be prepaid divided by (ii) the date of prepayment, which shall be not less than five three hundred sixty (5) Trading Days from the date of the Optional Prepayment Notice. On the date fixed for prepayment (the “Optional Prepayment Date”360), 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 that is five (5) Trading Days from the date that the Optional Prepayment Amount was delivered to Lender and Lender shall be entitled to exercise its conversion rights set forth herein during such five (5) day period. In addition, if Borrower delivers an Optional Prepayment Notice and fails to pay the Optional Prepayment Amount due to Lender within two (2) Trading Days following the Optional Prepayment Date, Borrower shall forever forfeit its right immediately pay directly to prepay this NoteAdministrative Agent, for the account of 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 be in the aggregate principal sum of not less than One Million Dollars ($1,000,000), except in the case of a mandatory prepayment pursuant to Section 2.7 or Article III hereof.

Prepayment. Borrower shall have no right to prepay all or any part of the 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, so long as subject to the terms and conditions set forth in this Section 4, Lender hereby grants to Borrower has not received a Lender Conversion Notice right of first offer (as defined below“First Offer Right”) or a Redemption Notice (as defined below) from Lender where relating to the applicable Conversion Shares have not yet been delivered and so long as no Event of Default has occurred since the Effective Date (whether declared by Lender or undeclared and regardless of whether or not cured), then Borrower shall have the right, exercisable on not less than five (5) Trading Days prior written notice to Lender to prepay the Outstanding Balance Lender’s sale of this Note. If, in fullat any time during the term hereof, in accordance with Lender desires to sell this Section 1.2. Any Note to another Lender, Lender shall first deliver to Borrower written 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 five (5) Trading Days from the date of the Optional Prepayment Notice. On the date fixed for prepayment (the “Optional Prepayment DateNotice of Transfer”), Borrower which Notice of Transfer shall make payment of the Optional Prepayment Amount (as defined below) state Lender’s desire to or upon the order of Lender as may be specified by Lender in writing to Borrowersell this Note. If Borrower exercises its right elects to prepay this make an offer to purchase the Note, Borrower shall make payment deliver to Lender within 120 days following the date the Notice of an amount in cash equal to 110% Transfer was received by Borrower (the “Prepayment PremiumOffer Date”) multiplied by the then Outstanding Balance of this Note a written offer (the “Optional Prepayment AmountOfferee 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. In the event Borrower delivers the Optional Prepayment Amount to Lender prior The Offeree Offer shall disclose all material facts relating to the Optional Prepayment Date or without delivering proposed transaction and, at Borrower’s option, may include a form of Note purchase agreement. Each Offeree Offer shall be an Optional Prepayment Notice irrevocable commitment by Borrower 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 purchase this Note on the day terms and conditions set forth therein. If Borrower delivers does not elect to make an offer to purchase this Note by the Optional Prepayment Amount Offer Date or if Borrower makes an offer to Lenderpurchase the Note by the Offer Date and Lender elects not to sell the Note on the terms offered by Borrower, Lender (X) shall be under no obligation to sell the Note to any person, unless Lender so elects, and (Y) may, within a period of 6 months from and after the Offer Date, solicit offers relating to the sale of this Note. In The First Offer Right granted to Borrower under the terms and conditions of this Section 4 shall revive in the event Borrower delivers the Optional Prepayment Amount without an Optional Prepayment Notice, then the Optional Prepayment Date will be deemed to be the date that is five (5) Trading Days from the date that the Optional Prepayment Amount was delivered to Lender and Lender shall be entitled to exercise its conversion rights set forth herein during such five (5) day period. In addition, if Borrower delivers an Optional Prepayment Notice and fails to pay sell the Optional Prepayment Amount due to Lender Note within two (2) Trading Days following the Optional Prepayment 6 months from and after the Offer Date, Borrower shall forever forfeit its right to prepay this Note.

Prepayment. Notwithstanding the foregoing, so long as Borrower has not received (a) At any time upon delivery of 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 so long as no Event of Default has occurred since the Effective Date (whether declared by Lender or undeclared and regardless of whether or not cured), then Borrower shall have the right, exercisable on not less than five (5) Trading Days prior written notice to Lender to prepay the Outstanding Balance of this Note, in full, in accordance with this Section 1.2. Any notice of prepayment hereunder Holder (an a “Optional Company 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 prepaymentsuch notice is delivered by the Company, which shall be not less than five (5) Trading Days from the date of the Optional Prepayment Notice. On the date fixed for prepayment (the “Optional Prepayment Company Notice Date”), Borrower the Company shall make payment be entitled to prepay all or any portion of the Optional Prepayment Amount (as defined below) to or upon the order outstanding principal amount 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 Note plus any accrued and unpaid interest thereon for an amount in cash equal to 110% (the “Company Prepayment Premium”) multiplied by the then Outstanding Balance of this Note (the “Optional Prepayment Amount”)Price. 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 consentOnce delivered, the Optional Prepayment Amount Company shall not be deemed entitled to have been rescind a Company Prepayment Notice. (b) The Company Prepayment Price shall be due on the fifteenth Business Day immediately following the Company Notice Date. If any portion of the Company Prepayment Price shall not be timely paid to Lender by the Company, interest shall accrue thereon at the rate of 18% per annum (or the maximum rate permitted by applicable law, whichever is less) until the Optional Company Prepayment Date. MoreoverPrice plus all such interest is paid in full, in such event the Optional Prepayment Liquidated Damages Amount will automatically be added to the Outstanding Balance of this Note on the day Borrower delivers the Optional Prepayment Amount to Lender. In the event Borrower delivers the Optional Prepayment Amount without an Optional Prepayment Notice, then the Optional Prepayment Date will be deemed to be the date that is five (5) Trading Days from the date that the Optional Prepayment Amount was delivered to Lender which payment shall constitute liquidated damages and Lender shall be entitled to exercise its conversion rights set forth herein during such five (5) day periodnot a penalty. In addition, if Borrower delivers an Optional any portion of the Company Prepayment Price remains unpaid after such date, the Holder subject to such prepayment may elect by written notice to the Company to invalidate ab initio such Company Prepayment Notice with respect to the unpaid amount, notwithstanding anything herein contained to the contrary and fails no interest shall be owed to pay the Optional Prepayment Amount due to Lender within two (2) Trading Days following Holder in respect thereof. If the Optional Prepayment DateHolder makes such an election, Borrower shall forever forfeit its right to prepay the principal amount of this Note, together with the accrued and unpaid interest thereon shall be reinstated with respect to such unpaid amount and the Company shall no longer have any prepayment rights under this Section 6. (c) Notwithstanding anything to the contrary herein, the Company may not elect a prepayment pursuant to Section 6(a)(i) unless the Company makes such prepayment election to all of the Holders on a pro rata basis, based on such Holders’ then outstanding principal amount of Notes.

Prepayment. Notwithstanding 12.1 The Borrower may not prepay all or any part of the 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 principal of the applicable Conversion Shares have not yet been delivered and so long as no Event of Default has occurred since the Effective Loan before its Due Date (whether declared by Lender a “Prepayment”). Provided, however, that this shall not apply if the Prepayment is made pursuant to Clause 9 or undeclared and regardless of whether Clause 31, or not cured), then Borrower shall have if the right, exercisable on not less than five (5) Trading Days prior written notice to Lender to prepay the Outstanding Balance of this Note, in fullBorrower, in accordance with this Section 1.2. Any 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 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 desire to prepay this Note(“Relevant Prepayment Lenders”), and (ii) the Agent. 12.2 If the Borrower desires to make a Prepayment, the Borrower shall give a written notice to the Agent by the tenth Business Day prior to the date of prepayment, which shall be not less than five (5) Trading Days from the date of Borrower desires to make the Optional Prepayment Notice. On the date fixed for prepayment (the “Optional Desired Prepayment Date”), stating (a) the principal amount the 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 desires to prepay this Note(not less than 1,200 million yen, in increments of 1,200 million yen), (b) that the Borrower shall make payment to Lender of an amount will pay in cash equal to 110% full on the Desired Prepayment Date, the interest (the “Prepayment PremiumAccrued Interest”) multiplied on the principal amount desired to be prepaid that has accrued by the then Outstanding Balance Desired Prepayment Date (inclusive), and (c) the Desired Prepayment Date. After receiving notice from the Borrower, the Agent shall notify the Relevant Prepayment Lenders of items (a) through (c) of this Note (Clause 12.2 by the “Optional Prepayment Amount”). In the event Borrower delivers the Optional Prepayment Amount to Lender ninth Business Day prior to the Optional 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 without delivering an Optional not it approves such Prepayment. If such notice by any Relevant Prepayment Notice 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 as set forth herein without Lender’s did not approve such Prepayment. The Agent shall judge the acceptability of the Prepayment by the fourth Business Day prior written consentto 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 Optional Relevant Prepayment Amount 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 deemed to have been paid to Lender until the Optional Prepayment Date. Moreover, in such event the Optional Prepayment Liquidated Damages Amount will automatically be added to the Outstanding Balance of this Note on the day Borrower delivers the Optional Prepayment Amount to Lender. In the event Borrower delivers the Optional Prepayment Amount without an Optional Prepayment Notice, then the Optional Prepayment Date will be deemed to be the date that is five (5) Trading Days from the date that the Optional Prepayment Amount was delivered to Lender and Lender shall be entitled to exercise its conversion rights set forth herein during such five (5) day period. In addition, if Borrower delivers an Optional Prepayment Notice and fails demand to pay re-borrow the Optional Prepayment Amount due to Lender within two (2) Trading Days following the Optional Prepayment Date, Borrower shall forever forfeit its right to prepay this Noteprepaid amount.

Prepayment. Notwithstanding 14.1 The Borrower may not prepay all or any part of the 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 principal of the applicable Conversion Shares have not yet been delivered and so long as no Event of Default has occurred since the Effective Loan B before its Due Date (whether declared by Lender a “Prepayment”). Provided, however, that this shall not apply if the Prepayment is made pursuant to Clause 13 or undeclared and regardless Clause 34, or if the Borrower, in accordance with the procedures set forth below, obtains the prior written approval of whether or not curedall 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”), then and the Agent. 14.2 If the Borrower desires to make a Prepayment, the Borrower shall have give a written notice to the rightAgent no later than ten (10) Business Days prior to the date the Borrower desires to make the Prepayment (the “Desired Prepayment Date”), exercisable on stating (a) the Drawdown Date, the Repayment Date and the principal amount of the 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 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 “Accrued Interest”), and (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, whereupon the Relevant Prepayment Lenders B shall notify the Agent no later than five (5) Trading Business Days prior written to the Desired Prepayment Date of whether or not they approve such Prepayment. If such notice to Lender to prepay by any of the Outstanding Balance of this Note, in full, in accordance with this Section 1.2. Any notice of prepayment hereunder (an “Optional Relevant 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) Lenders B does not reach the date of prepayment, which shall be not less than Agent by five (5) Trading Business Days from the date of the Optional Prepayment Notice. On the date fixed for prepayment (the “Optional Prepayment Date”), Borrower shall make payment of the Optional Prepayment Amount (as defined below) to or upon the order of Lender as may be specified by Lender in writing to Borrower. 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 Desired Prepayment Date or without delivering an Optional Prepayment Notice to Lender as set forth herein without Lender’s prior written consentDate, the Optional Prepayment Amount it shall not 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 have been paid to Lender until the Optional Desired Prepayment Date. Moreover, in such event and notify the Optional Prepayment Liquidated Damages Amount will automatically be added result to the Outstanding Balance 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 this Note the Break Funding Cost no later than 5 p.m. on the day Borrower delivers the Optional Prepayment Amount to Lender. In the event Borrower delivers the Optional Prepayment Amount without an Optional Prepayment Notice, then the Optional Prepayment Date will be deemed to be the date that is five (5) Trading Days from the date that the Optional Prepayment Amount was delivered to Lender and Lender shall be entitled to exercise its conversion rights set forth herein during such five (5) day period. In addition, if Borrower delivers an Optional Prepayment Notice and fails to pay the Optional Prepayment Amount due to Lender within two (2) Trading Business Days following prior to the Optional Desired Prepayment Date. After receiving such notice, the Agent shall notify the Borrower shall forever forfeit its right to prepay this Note.of the same no later than one (1) Business

Prepayment. Notwithstanding At any time prior to the 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 so long as no date that an Event of Default has occurred since occurs under this Note (the Effective Date (whether declared by Lender or undeclared and regardless of whether or not cured“Prepayment Period”), then the Borrower shall have the right, exercisable on not less than five one (51) Trading Days Day prior written notice to Lender the Holder of the Note, to prepay the Outstanding Balance of outstanding Principal Amount and interest then due under this Note, in full, Note in accordance with this Section 1.21.9. Any notice of prepayment hereunder (an “Optional Prepayment Notice”) shall be delivered to Lender the Holder of the Note at its registered address addresses and shall state: (i1) that the Borrower is exercising its right to prepay this the Note, and (ii2) the date of prepayment, prepayment which shall be not less than five one (51) Trading Days 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 Optional Prepayment Amount (as defined below) amounts designated below to or upon the order of Lender the Holder as may be specified by Lender the Holder in writing to the Borrower. If the Borrower exercises its right to prepay the Note in accordance with this NoteSection 1.9, the Borrower shall make payment to Lender the Holder of an amount in cash equal to 110the sum of: (w) 100% (the “Prepayment Premium”) multiplied by the Principal Amount then Outstanding Balance of this Note outstanding plus (x) accrued and unpaid interest on the “Optional Prepayment Amount”). In the event Borrower delivers the Optional Prepayment Principal Amount to Lender prior to the Optional Prepayment Date or without delivering an Optional Prepayment Notice plus (y) $750.00 to Lender as set forth herein without Lender’s prior written consentreimburse 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 Optional Prepayment Amount Holder shall not be deemed to have been paid to Lender until return the Optional Prepayment Date. Moreover, in such event the Optional Prepayment Liquidated Damages Amount will automatically be added Second Commitment Shares back to the Outstanding Balance Company’s treasury, subject to the terms of this Note on Note. If the day Borrower delivers the Optional Prepayment Amount to Lender. In the event Borrower delivers the Optional Prepayment Amount without an Optional Prepayment Notice, then the Optional Prepayment Date will be deemed to be the date that is five (5) Trading Days from the date that the Optional Prepayment Amount was delivered to Lender and Lender shall be entitled to exercise its conversion rights set forth herein during such five (5) day period. In addition, if Borrower delivers an Optional Prepayment Notice and fails to pay the Optional Prepayment Amount applicable prepayment amount due to Lender within two (2) Trading Days following the Optional Prepayment DateHolder of the Note as provided in this Section 1.9, then the Borrower shall forever forfeit its right to prepay any part of the Note pursuant to this NoteSection 1.9 and the Holder shall no longer be required to return the Second Commitment Shares to the Borrower under any circumstances.

Prepayment. Notwithstanding the foregoing, so long as Borrower has may not received a Lender Conversion Notice (as defined below) voluntarily or a Redemption Notice (as defined below) from Lender where the applicable Conversion Shares have not yet been delivered and so long as no Event of Default has occurred since the Effective Date (whether declared by Lender or undeclared and regardless of whether or not cured), then Borrower shall have the right, exercisable on not less than five (5) Trading Days prior written notice to Lender to involuntarily prepay the Outstanding Balance of this NoteLoan in whole or in part unless Borrower pays to Lender, in full, in accordance concurrently 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 such prepayment, which shall be not less than five (5) Trading Days from the date of the Optional Prepayment Notice. On the date fixed for a yield maintenance prepayment (the “Optional Prepayment Date”), Borrower shall make payment of the Optional Prepayment Amount (as defined below) to or upon the order of Lender as may be specified by Lender in writing to Borrower. If Borrower exercises its right to prepay this Note, Borrower shall make payment to Lender of an amount in cash equal to 110% fee (the “Prepayment PremiumFee”) multiplied computed in accordance with Exhibit A attached hereto and incorporated herein 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 that is five (5) Trading Days from the date that the Optional Prepayment Amount was delivered to Lender and Lender shall be entitled to exercise its conversion rights set forth herein during such five (5) day periodreference. In addition, if for any reason (other than Lender’s default), on the Fixed Rate Commencement Date, the stated face amount of this Note exceeds the then outstanding principal balance of the Note, Borrower delivers an Optional Prepayment Notice and fails to shall, upon ▇▇▇▇▇▇’s demand, pay the Optional Prepayment Amount due to Lender within two (2) Trading Days a Prepayment Fee equal to the Prepayment Fee which would be due and payable if Borrower had prepaid such excess amount on the day immediately following the Optional Prepayment Fixed Rate Commencement Date. BY INITIALING BELOW, Borrower shall forever forfeit its right to prepay this NoteBORROWER 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. Notwithstanding the foregoing, so long as Borrower has not received a Lender Conversion Notice (as defined below) or a Redemption an Installment Notice (as defined below) from Lender where the applicable Conversion Shares have not yet been delivered and so long as no Event of Default has occurred since the Effective Date (whether declared by Lender or undeclared and regardless of whether or not cured), then Borrower shall have the right, exercisable on not less than five (5) Trading Days prior written notice to Lender to prepay the Outstanding Balance of this Note, in full, in accordance with this Section 1.21. 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 five (5) Trading Days from the date of the Optional Prepayment Notice. On the date fixed for prepayment (the “Optional Prepayment Date”), Borrower shall make payment of the Optional Prepayment Amount (as defined below) to or upon the order of Lender as may be specified by Lender in writing to Borrower. If Borrower exercises its right to prepay this Note, Borrower shall make payment to Lender of an amount in cash equal to 110125% (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 that is five (5) Trading Days from the date that the Optional Prepayment Amount was delivered to Lender and Lender shall be entitled to exercise its conversion rights set forth herein during such five (5) day period. In addition, if Borrower delivers an Optional Prepayment Notice and fails to pay the Optional Prepayment Amount due to Lender within two (2) Trading Days following the Optional Prepayment Date, Borrower shall forever forfeit its right to prepay this Note.

Prepayment. Notwithstanding the foregoing, so long as Borrower has not received a Lender Conversion Notice foregoing and provided that an Event of Default (as defined below) or a Redemption Notice has not 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 (as defined below180) from Lender where calendar days following the applicable Conversion Shares have not yet been delivered and so long as no Event of Default has occurred since the Effective Issue Date (whether declared by Lender or undeclared and regardless of whether or not curedthe “Prepayment Termination Date”), then Borrower the Company shall have the right, exercisable on not less than five (5) Trading Days a prior written notice to Lender to prepay (the Outstanding Balance of this Note, 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 the Holder, to prepay this Note, and (ii) up to the date of prepayment, which shall be not less than five (5) Trading Days from the date of the Optional Prepayment Notice. On the date fixed for prepayment (the “Optional Prepayment Date”), Borrower shall make payment of the Optional Prepayment Amount (as defined below) to or upon the order of Lender as may be specified by Lender in writing to Borrower. 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 outstanding balance on this Note (the “Optional Prepayment Amount”), in full, in accordance with this Section. In The Optional Prepayment Notice shall be delivered to the event Borrower delivers 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 Lender 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 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 the Fixed Conversion Price according to Section 3. For purposes hereof, the “Prepayment Factor” shall equal one hundred and twenty percent (120%), 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 or without delivering hereof. After the Prepayment Termination Date, the Company shall have no right to provide an Optional Prepayment Notice to Lender as set forth herein without Lender’s prior written consentthe Holder to prepay this Note. For the avoidance of doubt, the Optional Prepayment Amount shall not be deemed to have been paid to Lender until the Optional Prepayment Date. Moreover, in such event the Optional Prepayment Liquidated Damages Amount will automatically be added to the Outstanding Balance of this Note on the day Borrower delivers the Optional Prepayment Amount to Lender. In the event Borrower delivers the Optional Prepayment Amount without an Optional Prepayment Notice, then the Optional Prepayment Date will be deemed to be the date that is five (5) Trading Days from the date that the Optional Prepayment Amount was delivered to Lender and Lender shall be entitled to Company may exercise its conversion rights set forth herein during such five (5) day period. In addition, if Borrower delivers an Optional Prepayment Notice and fails to pay the Optional Prepayment Amount due to Lender within two (2) Trading Days following the Optional Prepayment Date, Borrower shall forever forfeit its right to prepay this Notethe Note as long as the Optional Prepayment Notice is delivered to the Holder on or prior to the Prepayment Termination Date.

Prepayment. Notwithstanding the foregoing, so long as Borrower has not received a Lender Conversion Notice (as defined belowa) or a Redemption Notice (as defined below) from Lender where the applicable Conversion Shares have not yet been delivered and so long as no Event of Default has occurred since the Effective Date (whether declared by Lender or undeclared and regardless of whether or not cured), then Borrower The Borrowers shall have the rightright at any time and from time to time to prepay any Borrowing, exercisable on 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 five $5,000,000. (5b) Trading Days prior written notice to Lender to 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 Outstanding Balance date of this Notesuch termination. In the event of any partial reduction of the Total Refinancing Loan Commitment, 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: then (i) that Borrower is exercising its right at or prior to prepay this Notethe effective date of such reduction, the Administrative Agent shall notify the Borrowers and the Refinancing Facility Lenders of the 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 prepaymentsuch reduction, which shall be not less than five (5) Trading Days from the date of the Optional Prepayment Notice. On the date fixed for prepayment (the “Optional Prepayment Date”), Borrower shall make payment of the Optional Prepayment Amount (as defined below) to repay or upon the order of Lender as may be specified by Lender prepay Refinancing Revolving Facility Borrowings 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 sufficient to 110% (the “Prepayment Premium”) multiplied by the then Outstanding Balance of this Note (the “Optional Prepayment Amount”)eliminate such excess. In the event Borrower delivers of any partial reduction of the Optional Prepayment Amount to Lender Total Additional Loan Commitment, then (x) at or prior to the Optional Prepayment Date or without delivering an Optional Prepayment Notice to Lender as set forth herein without Lender’s prior written consenteffective date of such reduction, the Optional Prepayment Amount Administrative Agent shall not be deemed 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 have been paid to Lender until such reduction would exceed 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 NoticeTotal Additional Loan Commitment, then the Optional Prepayment Date will be deemed Borrowers shall, on the date of such reduction, repay or prepay Additional Revolving Facility Borrowings in an amount sufficient to eliminate such excess. (c) Each notice of prepayment shall specify the prepayment date and the principal amount of each Borrowing (or portion thereof) to be prepaid, shall be irrevocable and shall commit the Borrowers to prepay such Borrowing by the amount stated therein on the date that is five (5) Trading Days from stated therein. All prepayments under this Section 2.11 shall be 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 that the Optional Prepayment Amount was delivered to Lender and Lender shall be entitled to exercise its conversion rights set forth herein during such five (5) day period. In addition, if Borrower delivers an Optional Prepayment Notice and fails to pay the Optional Prepayment Amount due to Lender within two (2) Trading Days following the Optional Prepayment Date, Borrower shall forever forfeit its right to prepay this Noteof payment.

Prepayment. Notwithstanding (a) In the foregoingevent that the Engine shall suffer an Event of Loss, so long Debtor shall pay, within sixty (60) days after the occurrence of such Event of Loss, an amount determined by adding the following: (i) the unpaid principal amount of the Note together with any fees, charges and/or expenses due in connection therewith other than interest (such amount shall be herein referred to as Borrower has the "Prepaid Principal Amount"), (ii) interest accrued with respect to the Prepaid Principal Amount to the date of prepayment and (iii) an amount equal to (A) the applicable Casualty Prepayment Percentage multiplied by (B) the Prepaid Principal Amount. (b) The entire unpaid principal balance of the Note may be prepaid in full (but not received in part) upon fifteen (15) days prior written notice to the Lender; provided that any such prepayment shall be made together with (i) all accrued interest and other charges owing or payable under the Note and/or this Agreement, and (ii) a Lender Conversion Notice prepayment fee equal to: 3% of the entire unpaid principal balance of the Note together with any accrued interest or any other amounts due or payable in connection with such prepayment (said unpaid principal balance, accrued interest and other amounts due and payable herein collectively referred to as defined belowthe "Prepayment Amount") if the prepayment is made prior to the first annual anniversary date of the Note, thereafter 2% of the entire Prepayment Amount if the prepayment is made after the first annual anniversary date of the Note, but prior to the second annual anniversary date of the Note, thereafter 1% of the entire Prepayment Amount if the prepayment is made after the second annual anniversary date of the Note, but prior to the third annual anniversary date of the Note, and thereafter 1% of the entire Prepayment Amount if the prepayment is made after the third annual anniversary date of the Note, but prior to the fourth annual anniversary date of the Note, and thereafter, no Prepayment Amount shall apply. (c) Upon payment in full of the amounts required in accordance with paragraph (a) or a Redemption Notice (as defined belowb) from Lender where the applicable Conversion Shares have not yet been delivered above and so long as no Event of Default has occurred since and is continuing, the Effective Date (whether declared by Lender or undeclared and regardless of whether or not cured), then Borrower Collateral shall have be released from the right, exercisable on not less than five (5) Trading Days prior written notice to Lender to prepay the Outstanding Balance security interest of this Agreement. (d) Except as provided in paragraph (a) or (b) above or in the Note, 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 five (5) Trading Days from the date of the Optional Prepayment Notice. On the date fixed for prepayment (the “Optional Prepayment Date”), Borrower shall make payment of the Optional Prepayment Amount (as defined below) to or upon the order of Lender as Note 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, prepaid in such event the Optional Prepayment Liquidated Damages Amount will automatically be added to the Outstanding Balance of this Note on the day Borrower delivers the Optional Prepayment Amount to Lender. In the event Borrower delivers the Optional Prepayment Amount without an Optional Prepayment Notice, then the Optional Prepayment Date will be deemed to be the date that is five (5) Trading Days from the date that the Optional Prepayment Amount was delivered to Lender and Lender shall be entitled to exercise its conversion rights set forth herein during such five (5) day period. In addition, if Borrower delivers an Optional Prepayment Notice and fails to pay the Optional Prepayment Amount due to Lender within two (2) Trading Days following the Optional Prepayment Date, Borrower shall forever forfeit its right to prepay this Notewhole or in part.

Prepayment. Notwithstanding anything to the foregoingcontrary contained in this Note, so long as Borrower has not received a Lender Conversion Notice at any time during the periods set forth on the table immediately following this paragraph (as defined below) or a Redemption Notice (as defined below) from Lender where the applicable Conversion Shares have not yet been delivered and so long as no Event of Default has occurred since the Effective Date (whether declared by Lender or undeclared and regardless of whether or not cured“Prepayment Periods”), then the Borrower shall have the right, exercisable on not less more than five three (53) Trading Days prior written notice to Lender the Holder of the Note to prepay the Outstanding Balance of this Noteoutstanding Note (principal and accrued interest), in full, in accordance with this Section 1.21.7. Any notice of prepayment hereunder (an “Optional Prepayment Notice”) shall be delivered to Lender the Holder of the Note at its registered address addresses and shall state: (i1) that the Borrower is exercising its right to prepay this the Note, and (ii2) the date of prepayment, prepayment which shall be not less more than five three (53) 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 order direction of Lender the Holder as may be specified by Lender the Holder in a writing to Borrowerthe 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 this the Note, the Borrower shall make payment to Lender the Holder of an amount in cash equal to 110% the percentage (the “Prepayment PremiumPercentage”) as set forth in the table immediately following this paragraph opposite the applicable Prepayment Period, multiplied by the sum of: (w) the then Outstanding Balance 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”). In If the event Borrower delivers the Optional Prepayment Amount to Lender prior to the Optional Prepayment Date or without delivering an Optional Prepayment Notice to Lender as set forth herein without Lender’s prior written consent, the Optional Prepayment Amount shall not be deemed to have been paid to Lender until the Optional Prepayment Date. Moreover, in such event the Optional Prepayment Liquidated Damages Amount will automatically be added to the Outstanding Balance of this Note on the day Borrower delivers the Optional Prepayment Amount to Lender. In the event Borrower delivers the Optional Prepayment Amount without an Optional Prepayment Notice, then the Optional Prepayment Date will be deemed to be the date that is five (5) Trading Days from the date that the Optional Prepayment Amount was delivered to Lender and Lender shall be entitled to exercise its conversion rights set forth herein during such five (5) day period. In addition, if Borrower delivers an Optional Prepayment Notice and fails to pay the Optional Prepayment Amount due to Lender the Holder of the Note within two (2) Trading Days business days following the Optional Prepayment Date, the Borrower shall forever forfeit its right to prepay the Note pursuant to this NoteSection 1.7. 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. Notwithstanding the 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 so So long as no Event of Default (as defined below) has occurred since the Effective Date (whether declared by Lender or undeclared and regardless of whether or not cured)occurred, then Borrower shall have the right, exercisable on not less than five (5) Trading Days prior written notice to Lender to prepay the Outstanding Balance (less such portion of the Outstanding Balance for which Borrower has received a Conversion Notice (as defined below) from Lender where the 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 Lender at its registered address or through email 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 five (5) Trading Days from the date of the Optional Prepayment Notice. On the date fixed for prepayment (the “Optional Prepayment Date”), Borrower shall make payment of the Optional Prepayment Amount (as defined below) to or upon the order of Lender as may be specified by Lender ▇▇▇▇▇▇ in writing to Borrower. 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 110120% (the “Prepayment Premium”) 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 or without delivering an Optional Prepayment Notice to Lender as set forth herein without Lender’s prior written consentDate, the Optional Prepayment Amount shall not be deemed to have been paid to Lender until the Optional Prepayment Date. Moreover, in such event the Optional Prepayment Liquidated Damages Amount will automatically be added to the Outstanding Balance of this Note on the day Borrower delivers the Optional Prepayment Amount to Lender. In the event Borrower delivers the Optional Prepayment Amount without an Optional Prepayment Notice, then the Optional Prepayment Date will be deemed to be the date that is five (5) Trading Days from the date that the Optional Prepayment Amount was delivered to Lender and Lender shall be entitled to exercise its conversion rights set forth herein during such five (5) day Trading Day period. In addition, if Borrower delivers an Optional Prepayment Notice and fails to pay the Optional Prepayment Amount due to Lender within two five (25) Trading Days following the Optional Prepayment Date, Borrower shall forever forfeit its right to prepay this Note.

Prepayment. Notwithstanding anything to the foregoingcontrary contained in this Note, so long as Borrower has not received a Lender Conversion Notice subject to the terms of this Section, at any time during the period beginning on the Issue Date and ending on the date which is one hundred eighty (as defined below180) or a Redemption Notice (as defined below) from Lender where calendar days following the applicable Conversion Shares have not yet been delivered and so long as no Event of Default has occurred since the Effective Issue Date (whether declared by Lender or undeclared and regardless of whether or not cured“Prepayment Termination Date”), then Borrower shall have the right, exercisable on not less than five (5) Trading Days prior written notice to Lender to prepay the Outstanding Balance Holder of this Note, to prepay up to the outstanding balance on this Note (principal and accrued interest), in full, in accordance with this Section 1.2Section. Any notice of prepayment hereunder (an “Optional Prepayment Notice”) shall be delivered to Lender the Holder of the Note at its registered address addresses and shall state: (i1) that the Borrower is exercising its right to prepay this the Note, and (ii2) the date of prepayment, prepayment which shall be not less more than five fifteen (515) Trading Days from the date of the Optional Prepayment Notice; and (3) the amount (in dollars) that the Borrower is paying. Notwithstanding Holder’s receipt of the Optional Prepayment Notice the Holder may convert, or continue to convert the Note in whole or in part until the Optional Prepayment Amount (as defined herein) is paid 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 Lender the Holder as may be specified by Lender the Holder in writing to Borrowerthe Borrower at least one (1) business day prior to the Optional Prepayment Date. If the Borrower exercises its right to prepay this the Note, the Borrower shall make payment to Lender the Holder of an amount in cash equal to 110% (the “Prepayment Premium”) multiplied by the then Outstanding Balance of this Note (the “Optional Prepayment Amount”) equal to the Prepayment Factor (as defined below). In , multiplied by the event Borrower delivers sum of: (w) the Optional Prepayment Amount to Lender prior 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 or without delivering an Optional Prepayment Notice plus (y) Default Interest, if any, on the amounts referred 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 clauses (w) and (x) plus (z) any amounts owed to the Outstanding Balance of this Note on Holder pursuant to Sections 1.3 and 1.4(g) hereof. If the day Borrower delivers the Optional Prepayment Amount to Lender. In the event Borrower delivers the Optional Prepayment Amount without an Optional Prepayment Notice, then the Optional Prepayment Date will be deemed to be the date that is five (5) Trading Days from the date that the Optional Prepayment Amount was delivered to Lender and Lender shall be entitled to exercise its conversion rights set forth herein during such five (5) day period. In addition, if Borrower delivers an Optional Prepayment Notice and fails to pay the Optional Prepayment Amount due to Lender the Holder of the Note within two (2) Trading Days 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 occurs 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. Notwithstanding the 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 so long as no Event of Default has occurred since the Effective Date (whether declared by Lender or undeclared and regardless of whether or not cured), then Borrower shall have the right, exercisable on not less than five (5) Trading Business Days prior written notice to Lender to prepay the Outstanding Balance of this Note, 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 five (5) Trading Business Days from the date of the Optional Prepayment Notice. On the date fixed for prepayment (the “Optional Prepayment Date”), Borrower shall make payment of the Optional Prepayment Amount (as defined below) to or upon the order of Lender as may be specified by Lender in writing to Borrower. If Borrower exercises its right to prepay this Note, Borrower shall make payment to Lender of an amount in cash equal to 110117.5% (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 that is five (5) Trading Business Days from the date that the Optional Prepayment Amount was delivered to Lender and Lender shall be entitled to exercise its conversion rights set forth herein during such five (5) day period. In addition, if Borrower delivers an Optional Prepayment Notice and fails to pay the Optional Prepayment Amount due to Lender within two (2) Trading Days following the Optional Prepayment Date, Borrower shall forever forfeit its right to prepay this NoteLender.

Prepayment. Notwithstanding The Company may, at its option, at any time elect to prepay to the foregoing, so long as Borrower has not received a Lender Conversion Notice Holders the Permitted Redemption Amount (as defined below) or a Redemption Notice (as defined below) from Lender where the applicable Conversion Shares have not yet been delivered and so long as no Event of Default has occurred since the Effective Date (whether declared by Lender or undeclared and regardless of whether or not cured), then Borrower shall have on the rightPermitted Redemption Date, exercisable on not less than five (5) Trading Days prior written notice to Lender to prepay by prepaying the Outstanding Balance aggregate unpaid principal amount of this the Note, in fullwhole, or in accordance with this Section 1.2part (the “Permitted Redemption”). Any On or prior to the date which is the fifth (5th) Business Day prior to the proposed Permitted Redemption Date, the Company shall deliver written notice of prepayment hereunder (an the “Optional Prepayment Permitted Redemption Notice”) shall be delivered to Lender at its registered address and shall state: the Holders stating (i) that Borrower is exercising its right the Company elects to prepay this Notethe Note pursuant to the Permitted Redemption, and (ii) the date of prepayment, which proposed Permitted Redemption Date. The Permitted Redemption Amount shall be not less than five equal to (5A) Trading Days from the date all or a portion of the Optional Prepayment Noticeunpaid outstanding principal amount of the Note, (B) all accrued and unpaid interest with respect to such principal amount and all accrued and unpaid fees, and (C) all other amounts due under the Transaction Documents. On The Company acknowledges and agrees that subsection (d) represents bargained for consideration in exchange for the date fixed for prepayment right and privilege to prepay the Note. A Permitted Redemption Notice delivered pursuant to this subsection shall be irrevocable. If the Company elects to prepay the Note pursuant to a Permitted Redemption under subsection (the “Optional Prepayment Date”a), Borrower then the Permitted Redemption Amount which is to be paid to the Holders on the Permitted Redemption Date shall make payment be redeemed by the Company on the Permitted Redemption Date, and the Company shall pay to the Holders on the Permitted Redemption Date, by wire transfer 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 Noteimmediately available funds, 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 Permitted Redemption 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 that is five (5) Trading Days from the date that the Optional Prepayment Amount was delivered to Lender and Lender shall be entitled to exercise its conversion rights set forth herein during such five (5) day period. In addition, if Borrower delivers an Optional Prepayment Notice and fails to pay the Optional Prepayment Amount due to Lender within two (2) Trading Days following the Optional Prepayment Date, Borrower shall forever forfeit its right to prepay this Note.

Prepayment. Notwithstanding anything to the foregoingcontrary contained in this Note, so long as Borrower has not received a Lender Conversion Notice at any time during the periods set forth on the table immediately following this paragraph (as defined belowthe “Prepayment Periods”) or a Redemption Notice (as defined below) from Lender where otherwise agreed to between the applicable Conversion Shares have not yet been delivered Borrower and so long as no Event of Default has occurred since the Effective Date (whether declared by Lender or undeclared and regardless of whether or not cured)Holder, then the Borrower shall have the right, exercisable on not less more than five three (53) Trading Days prior written notice to Lender the Holder of the Note to prepay the Outstanding Balance of this Noteoutstanding Note (principal and accrued interest), in full, in accordance with this Section 1.21.7. Any notice of prepayment hereunder (an “Optional Prepayment Notice”) shall be delivered to Lender the Holder of the Note at its registered address addresses and shall state: (i1) that the Borrower is exercising its right to prepay this the Note, and (ii2) the date of prepayment, prepayment which shall be not less more than five three (53) 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 order direction of Lender the Holder as may be specified by Lender the Holder in a writing to Borrowerthe 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 this the Note, the Borrower shall make payment to Lender the Holder of an amount in cash equal to 110% the percentage (the “Prepayment PremiumPercentage”) as set forth in the table immediately following this paragraph opposite the applicable Prepayment Period, multiplied by the sum of: (w) the then Outstanding Balance 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”). 1. In The period beginning on the event 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 Prepayment Periods set forth above, the Borrower delivers the Optional Prepayment Amount to Lender prior to the Optional Prepayment Date or without delivering may submit an Optional Prepayment Notice to Lender as set forth herein without Lender’s prior written consent, the Holder. Upon receipt by the Holder of the Optional Prepayment Amount Notice post Prepayment Periods, the prepayment shall be subject to the Holder’s and the Borrower’s agreement with respect to the applicable Prepayment Percentage. Notwithstanding anything contained herein to the contrary, the Holder’s conversion rights herein shall not be deemed to have been paid to Lender affected in any way until the Optional Prepayment Date. Moreover, in such event Note is fully paid (funds received by the Optional Prepayment Liquidated Damages Amount will automatically be added Holder) pursuant to the Outstanding Balance of this Note on the day Borrower delivers the Optional Prepayment Amount to Lender. In the event Borrower delivers the Optional Prepayment Amount without an Optional Prepayment Notice, then the Optional Prepayment Date will be deemed to be the date that is five (5) Trading Days from the date that the Optional Prepayment Amount was delivered to Lender and Lender shall be entitled to exercise its conversion rights set forth herein during such five (5) day period. In addition, if Borrower delivers an Optional Prepayment Notice and fails to pay the Optional Prepayment Amount due to Lender within two (2) Trading Days following the Optional Prepayment Date, Borrower shall forever forfeit its right to prepay this Note.

Prepayment. Notwithstanding anything to the foregoingcontrary contained in this Note, so long as Borrower has not received a Lender Conversion Notice at any time during the periods set forth on the table immediately following this paragraph (as defined below) or a Redemption Notice (as defined below) from Lender where the applicable Conversion Shares have not yet been delivered and so long as no Event of Default has occurred since the Effective Date (whether declared by Lender or undeclared and regardless of whether or not cured“Prepayment Periods”), then the Borrower shall have the right, exercisable on not less than five three (53) Trading Days prior written notice to Lender the Holder of the Note to prepay the Outstanding Balance of this Noteoutstanding Note (principal and accrued interest), in full, in accordance with this Section 1.21.9. Any notice of prepayment hereunder (an “Optional Prepayment Notice”) shall be delivered to Lender the Holder of the Note at its registered address addresses and shall state: (i1) that the Borrower is exercising its right to prepay this the Note, and (ii2) the date of prepayment, prepayment which shall be not less more than five three (53) 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 order of Lender the Holder as may be specified by Lender 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 this the Note, the Borrower shall make payment to Lender the Holder 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 ) equal to the event Borrower delivers percentage (“Prepayment Percentage”) as set forth in the Optional table immediately following this paragraph opposite the applicable Prepayment Amount to Lender prior 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 or without delivering an Optional Prepayment Notice plus (y) Default Interest, if any, on the amounts referred to Lender as set forth herein without Lender’s prior written consent, in clauses (w) and (x) plus (z) any amounts owed to the Optional Prepayment Amount shall not be deemed Holder pursuant to have been paid to Lender until Sections 1.3 and 1.4(g) hereof. I. 1. The period beginning on the Optional Prepayment Issue Date and ending on the date which is thirty (30) days following the Issue Date. Moreover, in such event the Optional Prepayment Liquidated Damages Amount will automatically be added to the Outstanding Balance of this Note 115% 2. The period beginning on the day Borrower delivers date which is thirty-one (31) days following the Optional Prepayment Amount to LenderIssue Date and ending on the date which is sixty (60) days following the Issue Date 120% 3. In The period beginning on the event Borrower delivers date which is sixty-one (61) days following the Optional Prepayment Amount without an Optional Prepayment Notice, then Issue Date and ending on the Optional Prepayment date which is ninety (90) days following the Issue Date will be deemed to be 125% 4. The period beginning on the date that is five ninety-one (91) day from the Issue Date and ending one hundred twenty (120) days following the Issue Date 130% 5) Trading Days from . The period beginning on the date that the Optional Prepayment Amount was delivered to Lender and Lender shall be entitled to exercise its conversion rights set forth herein during such five is one hundred twenty-one (5121) day period. In addition, if Borrower delivers an Optional Prepayment Notice from the Issue Date and fails to pay the Optional Prepayment Amount due to Lender within two ending one hundred fifty (2150) Trading Days days following the Optional Prepayment 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 forever forfeit its have no right to prepay this Noteof prepayment.

Prepayment. Notwithstanding (a) Limitation on Prepayment; Prepayment Consideration Due on Acceleration. Borrower shall have no right to prepay the foregoingLoan in whole or part at any time, except as expressly set forth in this Section 2.6(a). Commencing on and at any time after the First Open Prepayment Date, Borrower may prepay the Loan in whole, but not in part, without payment of Prepayment Consideration, provided that (i) Borrower shall provide to Lender not less than thirty (30) days' prior written notice of such prepayment, (ii) together with such prepayment Borrower also shall pay all accrued and unpaid interest and all other Obligations and (iii) if such prepayment occurs on any day other than a Payment Date, then together therewith Borrower also shall pay to Lender the amount of interest that would have accrued on the amount being prepaid from and including the date of such prepayment to (but excluding) the Payment Date following such date of prepayment. Borrower shall not be required to pay any Prepayment Consideration with respect to an application of insurance proceeds or condemnation awards by Lender pursuant to this Agreement or the Mortgage in the absence of an Event of Default. In addition, in the event the Lender elects to apply insurance proceeds or condemnation proceeds to the payment of the Indebtedness pursuant to this Agreement, then, 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 so long as no an Event of Default has not occurred since and is not continuing, the Effective Date (whether declared by Lender or undeclared and regardless of whether or not cured), then Borrower shall have the right, exercisable on not less than five (5) Trading Days prior written notice to Lender to may prepay the Outstanding Balance Loan in part and simultaneously obtain a release of this Notethe affected Mortgaged Property and all Collateral related thereto from the Lien of the Mortgage and the Loan Documents, in fullprovided that on the date of the release, 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 the Borrower is exercising its right prepays the Principal Indebtedness in an amount equal to prepay this Note, 125% of the KC Allocated Loan Amount (in the case of a Release of the Mortgaged Property owned by the KC Borrower) or 125% of the TC Allocated Loan Amount (in the case of a Release of the Mortgaged Property owned by the TC Borrower) TC Borrower and (ii) the date of prepayment, which shall be not less than five Borrower makes the payments provided for in clauses (5i) Trading Days from the date and (ii) of the Optional Prepayment Notice. On the date fixed for prepayment (the “Optional Prepayment Date”), Borrower shall make payment of the Optional Prepayment Amount (as defined below) to or upon the order of Lender as may be specified by Lender in writing to Borrower. 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 that is five (5) Trading Days from the date that the Optional Prepayment Amount was delivered to Lender and Lender shall be entitled to exercise its conversion rights set forth herein during such five (5) day period. In addition, if Borrower delivers an Optional Prepayment Notice and fails to pay the Optional Prepayment Amount due to Lender within two (2) Trading Days following the Optional Prepayment Date, Borrower shall forever forfeit its right to prepay this Notesecond preceding sentence.

Prepayment. Notwithstanding You can pay the foregoingLoan back early by paying us the Full Prepayment Amount defined in clause 3.3(a) of the 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, so long as Borrower has a loss that relates to differences in interest rates. Our reasonable estimate of our loss will not be any 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, unless otherwise agreed. That means the Part Prepayment will generally not be credited when received a Lender Conversion Notice and 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 (as defined below) either to reduce the term of the Loan or a Redemption Notice (as defined below) from Lender where the applicable Conversion Shares have not yet been delivered and so long as no Event of Default has occurred since the Effective Date (whether declared by Lender or undeclared and regardless of whether or not curedto reduce your future Payment Amounts), then Borrower shall have we may also charge you a Variation Fee. More information about prepayments is set out at clause 3.3 of the rightGeneral Terms, exercisable on not less than five (5) Trading Days prior and any applicable fees are listed in the attached FEE SCHEDULE. You can cancel this Agreement by giving written notice to Lender to prepay the Outstanding Balance us within 5 business days of being handed a completed copy of this Note, in full, in accordance with this Section 1.2. Any notice Agreement; or within 7 business days of prepayment hereunder (an “Optional Prepayment Notice”) shall be delivered receipt if the completed Agreement is emailed or sent to Lender at its registered address and shall state: (i) that Borrower is exercising its right to prepay this Note, and (ii) you electronically; or within 9 business days of the date of prepaymentthe completed Agreement was posted to you (if applicable). Saturdays, which shall be Sundays and national public holidays are not less than five (5) Trading Days from counted as business days. You can physically give the date of notice to us or our employee or agent, post the Optional Prepayment Notice. On notice to us or our agent or email the date fixed for prepayment (the “Optional Prepayment Date”), Borrower shall make payment of the Optional Prepayment Amount (as defined below) notice to or upon the order of Lender as may be specified by Lender our email address listed in writing to Borrowerthese Commercial Terms. If Borrower exercises its right to prepay you cancel this NoteAgreement, Borrower shall make payment to Lender of an amount in cash equal to 110% (you must immediately repay the “Prepayment Premium”) multiplied by Loan and any interest accrued for 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 period starting on the day Borrower delivers you get the Optional Prepayment Amount to LenderLoan until the day you repay us in full (if relevant). In the event Borrower delivers the Optional Prepayment Amount without an Optional Prepayment Notice, then the Optional Prepayment Date will be deemed to be the date that is five (5) Trading Days from the date that the Optional Prepayment Amount was delivered to Lender and Lender shall be entitled to exercise its conversion rights set forth herein during such five (5) day period. In addition, if Borrower delivers an Optional Prepayment Notice and fails 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 your cancellation rights and obligations. If you want more information, or if you think that we are being unreasonable in any way, you should seek legal advice immediately. If you are unable reasonably to keep up your payments because of illness, injury, loss of employment, the Optional Prepayment Amount due end of a relationship, or other reasonable cause, you may be able to Lender within two ask us to vary the terms of this Agreement (2) Trading Days following the Optional Prepayment Datewe call this a Hardship Variation). To apply for a Hardship Variation, Borrower shall forever forfeit its right to prepay this Note.you need to:

Prepayment. Notwithstanding anything to the foregoingcontrary contained in this Note, so long as Borrower has not received a Lender Conversion Notice at any time during the periods set forth on the table immediately following this paragraph (as defined below) or a Redemption Notice (as defined below) from Lender where the applicable Conversion Shares have not yet been delivered and so long as no Event of Default has occurred since the Effective Date (whether declared by Lender or undeclared and regardless of whether or not cured“Prepayment Periods”), then the Borrower shall have the right, exercisable on not less more than five three (53) Trading Days prior written notice to Lender the Holder of the Note to prepay the Outstanding Balance of this Noteoutstanding Note (principal and accrued interest), in full, in accordance with this Section 1.21.7. Any notice of prepayment hereunder (an “Optional Prepayment Notice”) shall be delivered to Lender the Holder of the Note at its registered address addresses and shall state: (i1) that the Borrower is exercising its right to prepay this the Note, and (ii2) the date of prepayment, prepayment which shall be not less more than five three (53) 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 order direction of Lender the Holder as may be specified by Lender the Holder in a writing to Borrowerthe 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 this the Note, the Borrower shall make payment to Lender the Holder of an amount in cash equal to 110% the percentage (the “Prepayment PremiumPercentage”) as set forth in the table immediately following this paragraph opposite the applicable Prepayment Period, multiplied by the sum of: (w) the then Outstanding Balance 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”). In If the event Borrower delivers the Optional Prepayment Amount to Lender prior to the Optional Prepayment Date or without delivering an Optional Prepayment Notice to Lender as set forth herein without Lender’s prior written consent, the Optional Prepayment Amount shall not be deemed to have been paid to Lender until the Optional Prepayment Date. Moreover, in such event the Optional Prepayment Liquidated Damages Amount will automatically be added to the Outstanding Balance of this Note on the day Borrower delivers the Optional Prepayment Amount to Lender. In the event Borrower delivers the Optional Prepayment Amount without an Optional Prepayment Notice, then the Optional Prepayment Date will be deemed to be the date that is five (5) Trading Days from the date that the Optional Prepayment Amount was delivered to Lender and Lender shall be entitled to exercise its conversion rights set forth herein during such five (5) day period. In addition, if Borrower delivers an Optional Prepayment Notice and fails to pay the Optional Prepayment Amount due to Lender the Holder of the Note within two (2) Trading Days business days following the Optional Prepayment Date, the Borrower shall forever forfeit its right to prepay the Note pursuant to this NoteSection 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 Prepayment Periods set forth above, the Borrower may submit an Optional Prepayment Notice to the Holder. Upon receipt by the Holder of the Optional Prepayment Notice post Prepayment Periods, the prepayment shall be subject to the Holder’s and the Borrower’s agreement with respect to the applicable Prepayment Percentage. Notwithstanding anything contained herein to the contrary, the Holder’s conversion rights herein shall not be affected in any way until the Note is fully paid (funds received by the Holder) pursuant to an Optional Prepayment Notice.

Prepayment. Notwithstanding anything to the foregoingcontrary contained in this Note, so long as the Borrower has not received a Lender Notice of 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 so long as no Event of Default has occurred since the Effective Date (whether declared by Lender or undeclared and regardless of whether or not cured)Holder, then at any time during the period beginning on the Issue Date and ending on the date which is one hundred twenty (120) days following the date hereof, the Borrower shall have the right, exercisable on not less than five three (53) Trading Days prior written notice to Lender the Holder of the Note to prepay the Outstanding Balance of this Noteoutstanding Note (principal and accrued interest), in full, in accordance with this Section 1.21.9. Any notice of prepayment hereunder (an “Optional Prepayment Notice”) shall be delivered to Lender the Holder of the Note at its registered address addresses and shall state: (i1) that the Borrower is exercising its right to prepay this the Note, and (ii2) the date of prepayment, prepayment which shall be not less more than five three (53) 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 Lender the Holder as may be specified by Lender the Holder in writing to Borrowerthe Borrower at least one (1) business day prior to the Optional Prepayment Date. If the Borrower exercises its right to prepay this the Note, the Borrower shall make payment to Lender the Holder 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 ) equal to 150%, multiplied by the event Borrower delivers sum of: (w) the Optional Prepayment Amount to Lender prior 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 or without delivering an Optional Prepayment Notice plus (y) Default Interest, if any, on the amounts referred 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 clauses (w) and (x) plus (z) any amounts owed to the Outstanding Balance of this Note on Holder pursuant to Sections 1.3 and 1.4(g) hereof. If the day Borrower delivers the Optional Prepayment Amount to Lender. In the event Borrower delivers the Optional Prepayment Amount without an Optional Prepayment Notice, then the Optional Prepayment Date will be deemed to be the date that is five (5) Trading Days from the date that the Optional Prepayment Amount was delivered to Lender and Lender shall be entitled to exercise its conversion rights set forth herein during such five (5) day period. In addition, if Borrower delivers an Optional Prepayment Notice and fails to pay the Optional Prepayment Amount due to Lender the Holder of the Note within two (2) Trading Days 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 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 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 Optional Prepayment Notice. On the date fixed for prepayment (the “Optional Prepayment Date”), the Borrower shall make payment of the Second 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 “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 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. After the expiration of one hundred eighty (180) following the date of the Note, the Borrower shall have no right of prepayment.

Prepayment. Notwithstanding the 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 so long as no Event of Default has occurred since the Effective Date (whether declared by Lender or undeclared and regardless of whether or not cured)delivered, then Borrower shall have the right, exercisable on not less than five (5) Trading Days prior written notice to Lender to prepay the Outstanding Balance of this Note, in full, in accordance with this Section 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 five (5) Trading Days from the date of the Optional Prepayment Notice. On the date fixed for prepayment (the “Optional Prepayment Date”), Borrower shall make payment of the Optional Prepayment Amount (as defined below) to or upon the order of Lender as may be specified by Lender in writing to Borrower. If Borrower exercises its right to prepay this Note, Borrower shall make payment to Lender of an amount in cash equal to 110117.5% (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 that is five (5) Trading Days from the date that the Optional Prepayment Amount was delivered to Lender and Lender shall be entitled to exercise its conversion rights set forth herein during such five (5) day period. In addition, if Borrower delivers an Optional Prepayment Notice and fails to pay period in which case the Optional Prepayment Amount due shall be promptly returned to Lender within two (2) Trading Days following the Optional Prepayment Date, Borrower shall forever forfeit its right to prepay this NoteBorrower.

Prepayment. Notwithstanding anything to the foregoingcontrary contained in this Note, so long as Borrower has not received a Lender Conversion Notice at any time during the periods set forth on the table immediately following this paragraph (as defined below) or a Redemption Notice (as defined below) from Lender where the applicable Conversion Shares have not yet been delivered and so long as no Event of Default has occurred since the Effective Date (whether declared by Lender or undeclared and regardless of whether or not cured“Prepayment Periods”), then Borrower the Company shall have the right, exercisable on not less more than five (5) Trading Days prior written notice to Lender the Holder of the Note to prepay the Outstanding Balance of this Noteoutstanding Note (principal and accrued interest), in full, in accordance with this Section 1.25. Any notice of prepayment hereunder (an “Optional Prepayment Notice”) shall be delivered to Lender the Holder of the Note at its registered address addresses and shall state: (i1) that Borrower the Company is exercising its right to prepay this the Note, and (ii2) the date of prepayment, prepayment which shall be not less more than five three (53) Trading Days from the date of the Optional Prepayment Notice. On the date fixed for prepayment (the “Optional Prepayment Date”), Borrower the Company shall make payment of the Optional Prepayment Amount (as defined below) to Holder, or upon the order direction of Lender the Holder as may be specified by Lender the Holder in a writing to Borrowerthe Company (which direction shall to be sent to Company by the Holder at least one (1) business day prior to the Optional Prepayment Date). If Borrower the Company exercises its right to prepay this the Note, Borrower the Company shall make payment to Lender the Holder of an amount in cash equal to 110% the percentage (the “Prepayment PremiumPercentage”) as set forth in the table immediately following this paragraph opposite the applicable Prepayment Period, multiplied by the sum of: (w) the then Outstanding Balance outstanding principal amount of this Note plus (x) accrued and unpaid interest on the unpaid principal amount of this Note on the Optional Prepayment Date (the “Optional Prepayment Amount”). In If the event Borrower delivers the Optional Prepayment Amount to Lender prior to the Optional Prepayment Date or without delivering an Optional Prepayment Notice to Lender as set forth herein without Lender’s prior written consent, the Optional Prepayment Amount shall not be deemed to have been paid to Lender until the Optional Prepayment Date. Moreover, in such event the Optional Prepayment Liquidated Damages Amount will automatically be added to the Outstanding Balance of this Note on the day Borrower delivers the Optional Prepayment Amount to Lender. In the event Borrower delivers the Optional Prepayment Amount without an Optional Prepayment Notice, then the Optional Prepayment Date will be deemed to be the date that is five (5) Trading Days from the date that the Optional Prepayment Amount was delivered to Lender and Lender shall be entitled to exercise its conversion rights set forth herein during such five (5) day period. In addition, if Borrower Company delivers an Optional Prepayment Notice and fails to pay the Optional Prepayment Amount due to Lender the Holder of the Note within two (2) Trading Days business days following the Optional Prepayment Date, Borrower the Company shall forever forfeit its right to prepay the Note pursuant to this NoteSection 5. 1. The period beginning on the Issue Date and ending on the date which is ninety (90) calendar days following the Issue Date. 125% 2. The period beginning the day which is ninety-one (91) calendar days following the Issue Date and ending on the date which is one hundred eighty (180) calendar days following the Issue Date. 140% After the expiration of one hundred eighty (180) days following the Issue Date, the Company shall have no right of prepayment.

Prepayment. Notwithstanding the foregoing, so So long as Borrower has not received a Lender Conversion Notice no Event of Default (as defined below) or has occurred, Borrower shall have the right, exercisable on not less than ten (10) Trading Days prior written notice to Lender to prepay the Outstanding Balance (less such portion of the Outstanding Balance for which Borrower has received a Redemption Conversion Notice (as defined below) from Lender where the applicable Conversion Shares have not yet been delivered and so long as no Event of Default has occurred since the Effective Date (whether declared by Lender or undeclared and regardless of whether or not cured), then Borrower shall have the right, exercisable on not less than five (5delivered) Trading Days 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 or through email 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 five ten (510) Trading Days from the date of the Optional Prepayment Notice. On the date fixed for prepayment (the “Optional Prepayment Date”), Borrower shall make payment of the Optional Prepayment Amount (as defined below) to or upon the order of Lender as may be specified by Lender ▇▇▇▇▇▇ in writing to Borrower. 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 110120% (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 consentDate, the Optional Prepayment Amount shall not be deemed to have been paid to Lender until the Optional Prepayment Date. Moreover, in such event the Optional Prepayment Liquidated Damages Amount will automatically be added to the Outstanding Balance of this Note on the day Borrower delivers the Optional Prepayment Amount to Lender. In the event Borrower delivers the Optional Prepayment Amount without an Optional Prepayment Notice, then the Optional Prepayment Date will be deemed to be the date that is five ten (510) Trading Days from the date that the Optional Prepayment Amount was delivered to Lender and Lender shall be entitled to exercise its conversion Conversion rights set forth herein during such five ten (510) day Trading Day period. In addition, if Borrower delivers an Optional Prepayment Notice and fails to pay the Optional Prepayment Amount due to Lender within two (2) Trading Days following the Optional Prepayment Date, Borrower shall forever forfeit its right to prepay this Note.

Prepayment. Notwithstanding the 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 so long as no Event of Default (as defined below) has occurred since the Effective Date (whether declared by Lender or undeclared and regardless of whether or not cured), then Borrower shall have the right, exercisable on not less than five (5) Trading Days prior written notice to Lender to prepay the Outstanding Balance of this Note, in full, in accordance with this Section 1.21. 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 five (5) Trading Days from the date of the Optional Prepayment Notice. On the date fixed for prepayment (the “Optional Prepayment Date”), Borrower shall make payment of the Optional Prepayment Amount (as defined below) to or upon the order of Lender as may be specified by Lender in writing to Borrower. If Borrower exercises its right to prepay this Note, Borrower shall make payment to Lender of an amount in cash equal to 110125% (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 that is five (5) Trading Days from the date that the Optional Prepayment Amount was delivered to Lender and Lender shall be entitled to exercise its conversion rights set forth herein during such five (5) day period. In addition, if Borrower delivers an Optional Prepayment Notice and fails to pay the Optional Prepayment Amount due to Lender within two (2) Trading Days following the Optional Prepayment Date, Borrower shall forever forfeit its right to prepay this Note.

Prepayment. Notwithstanding the foregoingBank is not under any obligation to accept any prepayment of any LIBOR Option Advance except as described below or as required under applicable law. Borrower may prepay a Prime Rate Option Advance at any time, so long as Borrower has not received a Lender Conversion Notice (without paying any Prepayment Amount, as defined below. Borrower may prepay any LIBOR Option Advance in increments of Five Hundred Dollars ($500.00) or a Redemption Notice (prior to the end of the LIBOR Period, as defined below) from Lender where the applicable Conversion Shares have not yet been delivered and so long as no Event (i) Bank is provided written notice of Default has occurred since the Effective Date (whether declared by Lender or undeclared and regardless of whether or not cured), then Borrower shall have the right, exercisable on not less than such prepayment at least five (5) Trading LIBOR Business Days prior written notice to Lender to prepay the Outstanding Balance of this Note, in full, in accordance with this Section 1.2. Any notice of prepayment hereunder date thereof (an “Optional the "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, Date"); and (ii) Borrower pays the date Prepayment Amount. The notice of prepayment, prepayment shall contain the following information: (a) the Prepayment Date; and (b) the LIBOR Option Advance which shall will be not less than five (5) Trading Days from the date of the Optional Prepayment Noticeprepaid. On the date fixed for prepayment (the “Optional Prepayment Date”), Borrower shall make payment pay to Bank, in addition to any other amount that 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 Optional Prepayment Amount. The Prepaid Principal Amount (as defined below) will be applied to or upon the order of Lender LIBOR Option Advance being prepaid as may be specified by Lender Bank shall determine in writing to Borrowerits sole discretion. If Borrower Bank exercises its right to prepay this accelerate the payment of the Note prior to maturity based upon an Event of Default under the Note, Borrower shall make payment pay to Lender 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 an amount the Prepayment Amount shall be conclusive in cash equal to 110% 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 Premium”Amount") multiplied by shall be due and payable in full on the Prepayment Date: a. If the principal amount of the LIBOR Option Advance being prepaid exceeds Seven Hundred Fifty Thousand Dollars ($750,000), then Outstanding Balance the Prepayment Amount is the sum of: (i) the amount of this Note the principal balance of the LIBOR Option Advance which Borrower has elected to prepay or the amount of the principal balance of the LIBOR Option Advance which Bank has required Borrower to prepay because of acceleration, as the case may be (the “Optional "Prepaid Principal Amount"); (ii) interest accruing on the Prepaid Principal Amount up to, but not including, the Prepayment Amount”Date; (iii) Five Hundred Dollars ($500.00). In ; plus (iv) the event Borrower delivers present value, discounted at the Optional Prepayment Reinvestment Rates (as defined below) of the positive amount by which (A) the interest Bank would have earned had the Prepaid Principal Amount to Lender not been paid prior to the Optional Prepayment Date 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 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 Noticeless, then the Optional Prepayment Date will be deemed to be the date that is five (5) Trading Days from the date that the Optional Prepayment Amount was delivered is the sum of: (i) the principal amount of the LIBOR Option Advance which Borrower has elected to Lender and Lender shall be entitled prepay or the principal amount of the LIBOR Option Advance which Bank has required Borrower to exercise its conversion rights set forth herein during such five (5) day period. In addition, if Borrower delivers an Optional Prepayment Notice and fails to pay the Optional Prepayment Amount prepay because of acceleration due to Lender within 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 two percent (2%) Trading Days following of the Optional Prepayment Date, Borrower shall forever forfeit its right to prepay this NotePrepaid Principal Amount.

Prepayment. Notwithstanding (a) At any time after the 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 Original Issuance Date and so long as provided that no Event of Default has occurred since the Effective Date (whether declared by Lender or undeclared and regardless of whether or not cured)occurred, then Borrower The Maker shall have the right, exercisable on not less than five (5) Trading Days prior written notice to Lender right to prepay any portion of the Outstanding Balance of this Note, in full, in accordance with this Section 1.2. Any notice of prepayment hereunder at any time (an “Optional Prepayment NoticeRedemption”), by paying to the Holder a sum of money equal to one hundred percent (100%) shall of the Outstanding Balance amount to be delivered redeemed, together with a prepayment fee equal to Lender at its registered address ten percent (10%) of the Outstanding Balance amount to be prepaid, and shall state: 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 (i) that Borrower is exercising the “Redemption Amount”). The Maker’s election to exercise its right to prepay this Note, and must be by notice in writing (ii) “Notice of Redemption”). The Notice of Redemption shall specify the date of prepaymentfor such Optional Redemption (the “Redemption Payment Date”), which date shall be not less than five fifteen (515) Trading Days from after the date of the Optional Prepayment NoticeNotice 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 date fixed for prepayment (Redemption Payment Date, the “Optional Prepayment Date”)Redemption Amount, Borrower shall make payment less any portion of the Optional Prepayment Redemption Amount (as defined below) against which the Holder has exercised its conversion rights, shall be paid in good funds to or upon the order of Lender as may be specified by Lender in writing to BorrowerHolder. 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 that is five (5) Trading Days from the date that the Optional Prepayment Amount was delivered to Lender and Lender shall be entitled to exercise its conversion rights set forth herein during such five (5) day period. In addition, if Borrower delivers an Optional Prepayment Notice and Maker fails to pay the Optional Prepayment Redemption Amount due 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 Lender within 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 following Days) thereafter. (c) Except as otherwise provided elsewhere in this Note, the Optional Prepayment Date, Borrower shall forever forfeit its right to Maker may not prepay any portion of this Note.

Prepayment. Notwithstanding anything to the foregoingcontrary contained in this Note, so long at any time prior to or as Borrower has of (but not received a Lender following) the earlier of the (i) the first Conversion Notice Date hereunder and (as defined belowii) or a Redemption Notice (as defined below) from Lender where the applicable Conversion Shares have not yet been delivered and so long as no Event of Default has occurred since 270th calendar day after the Effective Date (whether declared by Lender or undeclared and regardless of whether or not cured)Issue Date, then the Borrower shall have the right, exercisable on not less than five one (51) Trading Days prior written notice to Lender the Holder of the Note, to prepay the Outstanding Balance of outstanding Principal Amount and interest (including any Default Interest) then due under this Note, in fullwhole or in part, in accordance with this Section 1.21.9. Any notice of prepayment hereunder (an “Optional Prepayment Notice”) shall be delivered to Lender the Holder of the Note at its registered address addresses and shall state: (i1) that the Borrower is exercising its right to prepay this the Note, and (ii2) the date of prepayment, prepayment which shall be not less more than five one (51) 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) amounts designated below to or upon the order of Lender the Holder as may be specified by Lender the Holder in writing to Borrowerthe Borrower at least one (1) business day prior to the Optional Prepayment Date. If the Borrower exercises its right to prepay this Notethe Note at any time within the initial thirty (30) calendar days following the Issue Date, the Borrower shall make payment to Lender the Holder of an amount in cash equal to 110the sum of: (w) 115% (the “Prepayment Premium”) multiplied by the Principal Amount then Outstanding Balance of this Note outstanding plus (x) accrued and unpaid interest on the “Optional Prepayment Amount”). In the event Borrower delivers the Optional Prepayment Principal Amount to Lender prior to the Optional Prepayment Date or without delivering an Optional Prepayment Notice plus (y) Default Interest, if any, on the amounts referred to Lender as set forth herein without Lender’s prior written consentin 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 Optional Prepayment Amount Borrower 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 make payment to the Outstanding Balance Holder of this Note an amount in cash equal to the sum of: (w) 120% multiplied by the Principal Amount then outstanding plus (x) accrued and unpaid interest on the day Borrower delivers the Optional Prepayment Principal Amount to Lender. In the event Borrower delivers the Optional Prepayment Amount without an Optional Prepayment Notice, then the Optional Prepayment Date will be deemed to be the date that is five plus (5y) Trading Days from the date that the Optional Prepayment Amount was delivered to Lender and Lender shall be entitled to exercise its conversion rights set forth herein during such five (5) day period. In additionDefault Interest, if any, on the amounts referred to in clauses (w) and (x). If the Borrower delivers an Optional Prepayment Notice and fails to pay the Optional Prepayment Amount due to Lender within two (2) Trading Days following the Optional Prepayment Date, Borrower shall forever forfeit 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 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 NoteNote may not be prepaid in full or in part until the Maturity Date.

Prepayment. Notwithstanding The Company may, at any time or from time to time on or after December 15, 2030, prepay this Subordinated Note, in whole or in part, without premium or penalty. In addition, the foregoingCompany may prepay all, so long as Borrower has but not received a Lender Conversion Notice (as defined below) portion of the Subordinated Notes, at any time upon the occurrence of a Tier 2 Capital Event, Tax Event or a Redemption Notice (as defined below) from Lender where an Investment Company Event. Any prepayment with respect to this Subordinated Note will be subject to any required regulatory approvals. This Subordinated Note is not subject to prepayment at the applicable Conversion Shares have not yet been delivered 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 so long as no Event Additional Interest, if any, thereon to, but excluding, the Prepayment Date. If all or any portion of Default has occurred since the Effective Date (whether declared by Lender or undeclared and regardless Subordinated Notes ceases to be deemed to be Tier 2 Capital, other than due to the limitation imposed on the capital treatment of whether or not cured), then Borrower shall have subordinated debt during the right, exercisable on not less than five (5) Trading Days prior written notice years immediately preceding the Maturity Date of the Subordinated Notes, the Company will immediately notify the Trustee and the Holders, and thereafter, upon the Company’s request, subject to Lender the terms hereof, the Trustee and the Holders shall execute and deliver all agreements as reasonably necessary and requested in order to restructure the applicable portions of the obligations evidenced by the Subordinated Notes to qualify as Tier 2 Capital; provided, however, that the foregoing shall not limit the Company’s right to prepay the Outstanding Balance Subordinated Notes upon the occurrence of a Tier 2 Capital Event. If less than the then outstanding Principal Amount of this NoteSubordinated Note is prepaid, 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 the Company shall reduce the Principal Factor applicable to prepay this Note, the Subordinated Notes by the proportion of principal being prepaid and (ii) the date of prepayment, which such prepayment shall be not less than five (5) Trading Days from effected on a pro rata basis as to the date Holder, and if the Subordinated Notes are represented by Global Subordinated Notes held by the Depositary and such prepayment is processed through the Depositary, such prepayment will be made on a “Pro Rata Pass-Through Distribution of Principal” basis in accordance with the procedures of the Optional Prepayment Notice. On the date fixed for prepayment (the “Optional Prepayment Date”), Borrower shall make payment of the Optional Prepayment Amount (as defined below) to or upon the order of Lender as may be specified by Lender in writing to Borrower. 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 that is five (5) Trading Days from the date that the Optional Prepayment Amount was delivered to Lender and Lender shall be entitled to exercise its conversion rights set forth herein during such five (5) day period. In addition, if Borrower delivers an Optional Prepayment Notice and fails to pay the Optional Prepayment Amount due to Lender within two (2) Trading Days following the Optional Prepayment Date, Borrower shall forever forfeit its right to prepay this NoteDepositary.

Prepayment. Notwithstanding anything to the foregoingcontrary contained in this Note, so long as Borrower has not received a Lender Conversion Notice (as defined below) or a Redemption Notice (as defined below) from Lender where subject to the applicable Conversion Shares have not yet been delivered terms of this Section, at any time during the period beginning on the Issue Date and so long as no Event of Default has occurred since ending on the Effective Date (whether declared by Lender or undeclared and regardless of whether or not cured)Maturity Date, then Borrower shall have the right, exercisable on not less than five (5) Trading Days prior written notice to Lender to prepay the Outstanding Balance Holder of this Note, to prepay up to the outstanding balance on this Note (principal and accrued interest), in full, in accordance with this Section 1.2Section. Any notice of prepayment hereunder (an “Optional Prepayment Notice”) shall be delivered to Lender the Holder of the Note at its registered address addresses and shall state: (i1) that the Borrower is exercising its right to prepay this the Note, and (ii2) the date of prepayment, prepayment which shall be not less more than five fifteen (515) Trading Days from the date of the Optional Prepayment Notice; and (3) the amount (in dollars) that the Borrower is paying. Notwithstanding Holder’s receipt of the Optional Prepayment Notice the Holder may convert, or continue to convert the Note in whole or in part until the Optional Prepayment Amount (as defined herein) is paid 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 Lender the Holder as may be specified by Lender the Holder in writing to Borrowerthe Borrower at least one (1) business day prior to the Optional Prepayment Date. If the Borrower exercises its right to prepay this the Note, the Borrower shall make payment to Lender the Holder of an amount in cash equal to 110% (the “Prepayment Premium”) multiplied by the then Outstanding Balance of this Note (the “Optional Prepayment Amount”) equal to the Prepayment Factor (as defined below). In , multiplied by the event Borrower delivers sum of: (w) the Optional Prepayment Amount to Lender prior 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 or without delivering an Optional Prepayment Notice plus (y) Default Interest, if any, on the amounts referred 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 clauses (w) and (x) plus (z) any amounts owed to the Outstanding Balance of this Note on Holder pursuant to Sections 1.3 and 1.4(g) hereof. If the day Borrower delivers the Optional Prepayment Amount to Lender. In the event Borrower delivers the Optional Prepayment Amount without an Optional Prepayment Notice, then the Optional Prepayment Date will be deemed to be the date that is five (5) Trading Days from the date that the Optional Prepayment Amount was delivered to Lender and Lender shall be entitled to exercise its conversion rights set forth herein during such five (5) day period. In addition, if Borrower delivers an Optional Prepayment Notice and fails to pay the Optional Prepayment Amount due to Lender the Holder of the Note within two (2) Trading Days business days following the Optional Prepayment Date, the Borrower shall forever forfeit its right to prepay the Note pursuant to this Note.Section. For purposes hereof, the “Prepayment Factor” shall equal the percentage set forth below with respect to each Optional Prepayment Date beside such Prepayment Factor:

Prepayment. Notwithstanding Borrower shall not have the foregoingright or privilege to prepay all or any portion of the unpaid principal balance of this Note until January 1, so long as Borrower has not received a Lender Conversion Notice 2007 (as defined below) or a Redemption Notice (as defined below) from Lender where the applicable Conversion Shares have not yet been delivered and so long as "LOCK OUT TERMINATION DATE"). Beginning on the Lock Out Termination Date, provided no Event of Default has occurred since exists, the Effective Date (whether declared by Lender or undeclared and regardless of whether or not cured), then Borrower shall have the right, exercisable on not less than five (5) Trading Days prior written notice to Lender to prepay the Outstanding Balance principal balance of this NoteNote may be prepaid prior to the Maturity Date, in fullwhole but not in part, 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 stateupon: (i) that Borrower not less than 30 days and not more than 45 days prior written notice (the "PREPAYMENT NOTICE") to Lender specifying the Monthly Payment Date on which prepayment is exercising its right to prepay this Note, and be made (the "PREPAYMENT DATE"); (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 prepayment (the “Optional Prepayment Date”), Borrower shall make payment of the Optional Prepayment Amount (as defined below) to or upon the order of Lender as may be specified by Lender in writing to Borrower. If Borrower exercises its right to prepay this Note, Borrower shall make payment to Lender of an amount in cash equal the Reduced Payoff Amount; (iii) payment of all accrued and unpaid interest on the outstanding principal balance of the Reduced Payoff Amount to 110% 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 (the “"SHORTFALL INTEREST PAYMENT"); and (iv) payment of all other sums then due under this Note, the Security Instrument and the Other Security Documents. If a Prepayment Premium”) multiplied Notice is given by the then Outstanding Balance Borrower to Lender pursuant to this Article D, any principal balance of this Note (and the “Optional other sums required under this Article D shall be due and payable on the Prepayment Amount”)Date. In the event Borrower delivers of any permitted partial prepayment of the Optional Prepayment Amount principal balance of this Note pursuant to Lender prior paragraph 3 or 6 of the Security Instrument, the amount of principal prepaid shall be applied to the Optional Prepayment Date or without delivering an Optional Prepayment Notice principal last due under this Note and shall not release Borrower from the obligation to Lender as set forth herein without Lender’s prior written consent, pay the Optional Prepayment Amount Monthly Payments next becoming due under this Note and the Monthly Payment shall not be deemed to have been paid to Lender until the Optional Prepayment Date. Moreover, in adjusted or recalculated as a result of such event the Optional Prepayment Liquidated Damages Amount will automatically be added to the Outstanding Balance of this Note on the day Borrower delivers the Optional Prepayment Amount to Lender. In the event Borrower delivers the Optional Prepayment Amount without an Optional Prepayment Notice, then the Optional Prepayment Date will be deemed to be the date that is five (5) Trading Days from the date that the Optional Prepayment Amount was delivered to Lender and Lender shall be entitled to exercise its conversion rights set forth herein during such five (5) day period. In addition, if Borrower delivers an Optional Prepayment Notice and fails to pay the Optional Prepayment Amount due to Lender within two (2) Trading Days following the Optional Prepayment Date, Borrower shall forever forfeit its right to prepay this Notepartial prepayment.

Prepayment. Notwithstanding (a) If, as of the foregoinglast day of any Collection Period, so long as Borrower has not received a Lender Conversion Notice (as defined below) the Pool Balance shall be less than or a Redemption Notice (as defined below) from Lender where equal to 15% of the applicable Conversion Shares have not yet been delivered and so long as no Event of Default has occurred since Initial Pool Balance, the Effective Date (whether declared by Lender or undeclared and regardless of whether or not cured), then Borrower Depositor shall have the rightoption to purchase on the following Payment Date the Owner Trust Estate, exercisable other than the Collection Account, the Note Payment Account and the Reserve Account. To exercise such option, the Depositor shall notify in writing the Owner Trustee, the Indenture Trustee and the Insurer no later than fifteen (15) days prior to the Payment Date on which such repurchase is to be effected (the "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 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 less than five (5) Trading Days prior written notice be permitted to Lender exercise such option unless the amount to prepay be deposited in the Outstanding Balance of this Note, in full, in accordance with Collection Account pursuant to this Section 1.29.3(a) is at least equal to the sum of the Note Balance PLUS all accrued but unpaid interest (including any overdue interest) on the Notes PLUS all amounts due the Insurer under the Insurance Agreement and the Policy. Any notice of prepayment hereunder (an “Optional Prepayment Notice”) Upon such payment, the Depositor shall succeed to and own all interests in and to the Owner Trust Estate other than the Collection Account, the Note Payment Account and the Reserve 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 delivered used to Lender make payments in full to the Noteholders and the Insurer in the manner set forth in Article III of the Sale and Allocation Agreement. (b) If, at the time the Depositor exercises its registered address 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 the Owner Trustee and shall state: the Indenture Trustee on such Payment Date (i) a letter from an Independent investment bank or an Independent public accountant to the effect that Borrower is exercising its right the price paid by the Depositor for the Owner Trust Estate other than the Collection Account, the Note Payment Account and the Reserve Account at the time of transfer pursuant to prepay this Note, and such purchase option represented a fair market price for such assets or (ii) the date of prepayment, which shall be not less than five (5) Trading Days a letter from the date of the Optional Prepayment Notice. On the date fixed for prepayment (the “Optional Prepayment Date”), Borrower shall make payment of the Optional Prepayment Amount (as defined below) to or upon the order of Lender as may be specified by Lender in writing to Borrower. 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 Rating Agencies 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 effect that no such event the Optional Prepayment Liquidated Damages Amount will automatically be added to the Outstanding Balance of this Note on the day Borrower delivers the Optional Prepayment Amount to Lender. In the event Borrower delivers the Optional Prepayment Amount without an Optional Prepayment Notice, then the Optional Prepayment Date will be deemed to be the date that letter is five (5) Trading Days from the date that the Optional Prepayment Amount was delivered to Lender and Lender shall be entitled to exercise its conversion rights set forth herein during such five (5) day period. In addition, if Borrower delivers an Optional Prepayment Notice and fails to pay the Optional Prepayment Amount due to Lender within two (2) Trading Days following the Optional Prepayment Date, Borrower shall forever forfeit its right to prepay this Noterequired.

Prepayment. Notwithstanding the 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 so long as no Event of Default (as defined below) has occurred since the Effective Date (whether declared by Lender or undeclared and regardless of whether or not cured)is continuing, then Borrower shall have the right, exercisable on not less than five (5) Trading Days prior written notice to Lender to prepay the Outstanding Balance of this Note, in 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 or through email 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 five (5) Trading Days from the date of the Optional Prepayment Notice. On the date fixed for prepayment (the “Optional Prepayment Date”), Borrower shall make payment of the Optional Prepayment Amount (as defined below) to or upon the order of Lender as may be specified by Lender ▇▇▇▇▇▇ in writing to Borrower. For the avoidance of doubt, ▇▇▇▇▇▇ shall be 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 110115% (the “Prepayment Premium”) multiplied by the then Outstanding Balance of this Note being repaid (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 In the event the Optional Prepayment Liquidated Damages Amount will automatically be added to the Outstanding Balance of this Note on the day Borrower ▇▇▇▇▇▇▇▇ delivers the Optional Prepayment Amount to Lender. In the event Borrower delivers the Optional Prepayment ​ Amount without an Optional Prepayment Notice, then the Optional Prepayment Date will be deemed to be the date that is five (5) Trading Days from the date that the Optional Prepayment Amount was delivered to Lender and Lender shall be entitled to exercise its conversion rights set forth herein during such five (5) day period. In addition, if Borrower delivers an Optional Prepayment Notice and fails to pay the Optional Prepayment Amount due to Lender within two (2) Trading Days following the Optional Prepayment Date, Borrower shall forever forfeit its right to prepay this Note.

Prepayment. Notwithstanding anything to the foregoingcontrary contained in this Note, so long as Borrower has not received a Lender Conversion Notice at any time during the period beginning on the Issue Date and ending on the date which is thirty (as defined below30) or a Redemption Notice (as defined below) from Lender where days following the applicable Conversion Shares have not yet been delivered and so long as no Event of Default has occurred since Issue Date, the Effective Date (whether declared by Lender or undeclared and regardless of whether or not cured), then Borrower shall have the right, exercisable on not less than five three (53) Trading Days prior written notice to Lender the Holder of the Note to prepay the Outstanding Balance of this Noteoutstanding Note (principal and accrued interest), in full, in accordance with this Section 1.21.9. Any notice of prepayment hereunder (an “Optional Prepayment Notice”) shall be delivered to Lender the Holder of the Note at its registered address addresses and shall state: (i1) that the Borrower is exercising its right to prepay this the Note, and (ii2) the date of prepayment, prepayment which shall be not less more than five three (53) 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 Lender the Holder as may be specified by Lender the Holder in writing to Borrowerthe Borrower at least one (1) business day prior to the Optional Prepayment Date. If the Borrower exercises its right to prepay this the Note, the Borrower shall make payment to Lender the Holder 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 ) equal to 110%, multiplied by the event Borrower delivers sum of: (w) the Optional Prepayment Amount to Lender prior 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 or without delivering an Optional Prepayment Notice plus (y) Default Interest, if any, on the amounts referred 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 clauses (w) and (x) plus (z) any amounts owed to the Outstanding Balance of this Note on Holder pursuant to Sections 1.3 and 1.4(g) hereof. If the day Borrower delivers the Optional Prepayment Amount to Lender. In the event Borrower delivers the Optional Prepayment Amount without an Optional Prepayment Notice, then the Optional Prepayment Date will be deemed to be the date that is five (5) Trading Days from the date that the Optional Prepayment Amount was delivered to Lender and Lender shall be entitled to exercise its conversion rights set forth herein during such five (5) day period. In addition, if Borrower delivers an Optional Prepayment Notice and fails to pay the Optional Prepayment Amount due to Lender the Holder of the Note within two (2) Trading Days 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 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 Second 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 “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 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 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 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 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 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 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 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. Notwithstanding From the foregoingClosing Date through and including July 31, so long as Borrower has not received a Lender Conversion Notice 2016 (as defined belowthe "Initial Prepayment Premium Period") or a Redemption Notice and if the Extension Option is exercised, from the first day following the Initial Maturity Date through and including April 30, 2017 (as defined below) from Lender where the applicable Conversion Shares have not yet been delivered and so long as no Event of Default has occurred since the Effective Date (whether declared by Lender or undeclared and regardless of whether or not cured"Extension Prepayment Premium Period"), then Borrower shall have may prepay the rightLoan, exercisable on in whole but not in part, upon not less than five thirty (530) Trading Days days' prior written notice to Lender and upon payment of the Prepayment Premium, plus any and all accrued and unpaid interest and any other amounts due and owing under the Loan 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), 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 Outstanding Balance of this NoteLoan, in fullwhole but not in part, upon payment of any and all accrued and unpaid interest and any other amounts due and owing under the Loan Documents. If the Loan is prepaid, in accordance 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 this the accrued and unpaid interest on the principal amount prepaid. If the Loan is accelerated during either the Initial Prepayment Premium Period or the Extension Prepayment Premium Period for any reason other than casualty or condemnation or pursuant to Section 1.26.5, Borrower shall pay to Lender, in addition to all other amounts outstanding under the Loan Documents, the Prepayment Premium. Any 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 hereunder (an “Optional Prepayment Notice”) shall be delivered at any time prior to Lender the date of prepayment without prejudice to Borrower's right to deliver a prepayment notice at its registered address and shall state: some later date; provided, that (i) that Borrower is exercising its right to prepay this Noteshall 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) the date of prepayment, which shall be not less than five (5) Trading Days from the date of the Optional Prepayment Notice. On the date fixed for prepayment (the “Optional Prepayment Date”), Borrower shall make payment of the Optional Prepayment Amount (as defined below) to or upon the order of Lender as may be specified reimburse Lender, promptly on demand, for any reasonable out-of-pocket costs and expenses incurred by Lender in writing reliance on the revoked or extended notice, or in connection with the anticipated prepayment of the Loan. Borrower acknowledges that the Prepayment Premium required by this Section constitutes partial compensation to BorrowerLender for the cost of reinvesting the Loan proceeds and for the loss of the contracted rate of return on the Loan. If Borrower exercises its right to prepay this NoteFurthermore, Borrower shall make payment to Lender of an amount in cash equal to 110% (acknowledges that the “Prepayment Premium”) multiplied loss that may be sustained 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 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 compensate Lender for such loss. Borrower confirms that Lender's agreement to make the Loan at the interest rate and on the other terms set forth herein without constitutes adequate and valuable consideration, given individual weight by Borrower, for the prepayment provisions set forth in this Section 2.3(4). 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 prior written consent, 's agreement to make the Optional Prepayment Amount shall not be deemed to have been paid to Lender until Loan at 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 interest rate(s) and on the day Borrower delivers the Optional Prepayment Amount to Lender. In the event Borrower delivers the Optional Prepayment Amount without an Optional Prepayment Notice, then the Optional Prepayment Date will be deemed to be the date that is five (5) Trading Days from the date that the Optional Prepayment Amount was delivered to Lender and Lender shall be entitled to exercise its conversion rights other terms set forth herein during such five (5) day periodconstitutes adequate and valuable consideration, given individual weight by Borrower, for the prepayment provisions set forth in this Section 2.3(4). In addition, if Borrower delivers an Optional Prepayment Notice and fails to pay the Optional Prepayment Amount due to Lender within two (2) Trading Days following the Optional Prepayment Date, Borrower shall forever forfeit its right to prepay this Note.Borrower's Initials

Prepayment. Notwithstanding the foregoing, so long as Borrower has not received a Lender Conversion Notice (as defined below) or a Redemption an Installment Notice (as defined below) from Lender where the applicable Conversion Shares have not yet been delivered and so long as no Event of Default has occurred since the Effective Date (whether declared by Lender or undeclared and regardless of whether or not cured), then Borrower shall have the right, exercisable on not less than five (5) Trading Days prior written notice to Lender to prepay the Outstanding Balance of this Note, in full, in accordance with this Section 1.21. 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 five (5) Trading Days from the date of the Optional Prepayment Notice. On the date fixed for prepayment (the “"Optional Prepayment Date”"), Borrower shall make payment of the Optional Prepayment Amount (as defined below) to or upon the order of Lender as may be specified by Lender in writing to Borrower. If Borrower exercises its right to prepay this Note, Borrower shall make payment to Lender of an amount in cash equal to 110125% (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 's prior written consent, the Optional Prepayment Amount shall not be deemed to have been paid to Lender until the Optional Prepayment Date. Moreover, in such event the Optional Prepayment Liquidated Damages Amount will automatically be added to the Outstanding Balance of this Note on the day Borrower delivers the Optional Prepayment Amount to Lender. In the event Borrower delivers the Optional Prepayment Amount without an Optional Prepayment Notice, then the Optional Prepayment Date will be deemed to be the date that is five (5) Trading Days from the date that the Optional Prepayment Amount was delivered to Lender and Lender shall be entitled to exercise its conversion rights set forth herein during such five (5) day period. In addition, if Borrower delivers an Optional Prepayment Notice and fails to pay the Optional Prepayment Amount due to Lender within two (2) Trading Days following the Optional Prepayment Date, Borrower shall forever forfeit its right to prepay this Note.

Prepayment. Notwithstanding Borrower may prepay the foregoingLoan, so long as Borrower has in whole but 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 so long as no Event of Default has occurred since the Effective Date (whether declared by Lender or undeclared and regardless of whether or not cured)in part, then Borrower shall have the right, exercisable on upon not less than five thirty (530) Trading Days days' prior written notice to Lender and upon payment of the Prepayment Premium, plus any and all accrued and unpaid interest and any other amounts due and owing under the Loan Documents; provided however, the Prepayment Premium will be waived if the Loan is repaid by a construction loan from Lender. If the Loan is prepaid, in whole (or in whole or in part pursuant to prepay a casualty or condemnation, or pursuant to Section 6.5), each such prepayment shall be made to Lender on the Outstanding Balance of this Noteprepayment 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 and upon payment in full, any other amounts due and owing under the Loan Documents. If the Loan is accelerated for any reason other than casualty or condemnation or pursuant to Section 6.5, Borrower shall pay to Lender, in accordance 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 this any full or partial prepayment of the Loan pursuant to a casualty or condemnation, or pursuant to Section 1.26.5. Any Borrower may revoke a prepayment notice or extend the date of prepayment hereunder (an “Optional Prepayment Notice”) shall be delivered at any time prior to Lender the date of prepayment without prejudice to Borrower's right to deliver a prepayment notice at its registered address and shall state: some later date; provided, that (i) that Borrower is exercising its right to prepay this Noteshall 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) the date of prepayment, which shall be not less than five (5) Trading Days from the date of the Optional Prepayment Notice. On the date fixed for prepayment (the “Optional Prepayment Date”), Borrower shall make payment of the Optional Prepayment Amount (as defined below) to or upon the order of Lender as may be specified reimburse Lender, promptly on demand, for any reasonable out-of-pocket costs and expenses incurred by Lender in writing reliance on the revoked or extended notice, or in connection with the anticipated prepayment of the Loan. Borrower acknowledges that the Prepayment Premium required by this Section constitutes partial compensation to BorrowerLender for the cost of reinvesting the Loan proceeds and for the loss of the contracted rate of return on the Loan. If Borrower exercises its right to prepay this NoteFurthermore, Borrower shall make payment to Lender of an amount in cash equal to 110% (acknowledges that the “Prepayment Premium”) multiplied loss that may be sustained 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 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 compensate Lender for such loss. Borrower confirms that Lender's agreement to make the Loan at the interest rate and on the other terms set forth herein without constitutes adequate and valuable consideration, given individual weight by Borrower, for the prepayment provisions set forth in this Section 2.3(4). 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 prior written consent, 's agreement to make the Optional Prepayment Amount shall not be deemed to have been paid to Lender until Loan at 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 interest rate(s) and on the day Borrower delivers the Optional Prepayment Amount to Lender. In the event Borrower delivers the Optional Prepayment Amount without an Optional Prepayment Notice, then the Optional Prepayment Date will be deemed to be the date that is five (5) Trading Days from the date that the Optional Prepayment Amount was delivered to Lender and Lender shall be entitled to exercise its conversion rights other terms set forth herein during such five (5) day period. In additionconstitutes adequate and valuable consideration, if Borrower delivers an Optional Prepayment Notice and fails to pay given individual weight by Borrower, for the Optional Prepayment Amount due to Lender within two (2) Trading Days following the Optional Prepayment Date, Borrower shall forever forfeit its right to prepay prepayment provisions set forth in this NoteSection 2.3(4).

Prepayment. Notwithstanding the foregoingThe Borrower may, so long as Borrower has not received a Lender Conversion Notice with respect to any Prime Loan only, upon at least one (as defined below1) or a Redemption Notice (as defined below) from Lender where the applicable Conversion Shares have not yet been delivered and so long as no Event of Default has occurred since the Effective Date (whether declared by Lender or undeclared and regardless of whether or not cured), then Borrower shall have the right, exercisable on not less than five (5) Trading Days prior written Business Day’s notice to Lender the Lender, prepay any Note in whole or in part, with accrued interest to prepay the Outstanding Balance date of this Notesuch prepayment on the amount prepaid without any penalty or premium. LIBOR Loans where a fixed rate of interest has been selected may not be prepaid without Borrower incurring and paying the Lender, pursuant to the Funding Loss Indemnification, as provided in fullSection 10.11. If the Commercial Real Estate Term Promissory, in accordance with this Section 1.2. Any notice Commercial Term Promissory Note or the Equipment Line of prepayment hereunder Credit Note (an “Optional Prepayment Notice”where a fixed rate of interest is applicable) are otherwise prepaid, there shall be delivered a prepayment penalty, equal to the greater of two percent (2.00%) of the principal balance being prepaid or the Yield Maintenance Fee. Notwithstanding anything to the contrary contained herein, there shall be no prepayment penalty if any Note is prepaid in whole or in part from excess cash flow from the Borrower’s business operations. Notwithstanding anything to the contrary contained in the above prepayment clause, the Lender at its registered address and shall state: agrees that in the event that (i) that the Borrower is exercising its right seeks to prepay this Noteconsummate an acquisition whereby Borrower shall be the surviving entity (the “Acquisition”), and (ii) the date of prepayment, which shall be and Lender declines to finance such Acquisition and does not less than five (5) Trading Days agree to match a bona fide commitment from the date of the Optional Prepayment Notice. On the date fixed for prepayment another lender (the “Optional Prepayment DateThird Party Lender”) which agrees to finance such Acquisition (the “Acquisition Financing”), 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 that 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 that such Third Party 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 consentconsummates such Acquisition Financing, the Optional Prepayment Amount forgoing prepayment penalty shall not apply if the Lender is fully paid off in connection with such Acquisition Financing; provided, however, any outstanding LIBOR Loans shall still be deemed subject to have been funding loss indemnification if they are paid to Lender until on or before the Optional Prepayment Date. Moreover, in such event the Optional Prepayment Liquidated Damages Amount will automatically be added to the Outstanding Balance of this Note on the day Borrower delivers the Optional Prepayment Amount to Lender. In the event Borrower delivers the Optional Prepayment Amount without an Optional Prepayment Notice, then the Optional Prepayment Date will be deemed to be the date that is five (5) Trading Days from the date that the Optional Prepayment Amount was delivered to Lender and Lender shall be entitled to exercise its conversion rights set forth herein during such five (5) day period. In addition, if Borrower delivers an Optional Prepayment Notice and fails to pay the Optional Prepayment Amount due to Lender within two (2) Trading Days following the Optional Prepayment Date, Borrower shall forever forfeit its right to prepay this Noterequired LIBOR payment date.

Prepayment. Notwithstanding anything to the foregoingcontrary contained in this Note, so long as Borrower has not received a Lender Conversion Notice at any time during the periods set forth on the table immediately following this paragraph (as defined below) or a Redemption Notice (as defined below) from Lender where the applicable Conversion Shares have not yet been delivered and so long as no Event of Default has occurred since the Effective Date (whether declared by Lender or undeclared and regardless of whether or not cured“Prepayment Periods”), then the Borrower shall have the right, exercisable on not less more than five three (53) Trading Days prior written notice to Lender the Holder of the Note to prepay the Outstanding Balance of this Noteoutstanding Note (principal and accrued interest), in full, in accordance with this Section 1.21(a). Any notice of prepayment hereunder (an “Optional Prepayment Notice”) shall be delivered to Lender the Holder of the Note at its registered address addresses and shall state: (i1) that the Borrower is exercising its right to prepay this the Note, and (ii2) the date of prepayment, prepayment which shall be not less more than five three (53) 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 order direction of Lender the Holder as may be specified by Lender the Holder in a writing to Borrowerthe Borrower (which direction shall 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 this the Note, the Borrower shall make payment to Lender the Holder of an amount in cash equal to 110% the percentage (the “Prepayment PremiumPercentage”) as set forth in the table immediately following this paragraph opposite the applicable Prepayment Period, multiplied by the sum of: (w) the then Outstanding Balance outstanding principal amount of this Note plus (x) accrued and unpaid interest on the “Optional Prepayment Amount”). In the event Borrower delivers the Optional Prepayment Amount to Lender prior unpaid principal amount of this Note to the Optional Prepayment Date or without delivering an Optional Prepayment Notice plus (y) Default Interest, if any, on the amounts referred 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 clauses (w) and (x) plus (z) any amounts owed to the Outstanding Balance of this Note on Holder pursuant to Section 7 hereof. If the day Borrower delivers the Optional Prepayment Amount to Lender. In the event Borrower delivers the Optional Prepayment Amount without an Optional Prepayment Notice, then the Optional Prepayment Date will be deemed to be the date that is five (5) Trading Days from the date that the Optional Prepayment Amount was delivered to Lender and Lender shall be entitled to exercise its conversion rights set forth herein during such five (5) day period. In addition, if Borrower delivers an Optional Prepayment Notice and fails to pay the Optional Prepayment Amount due to Lender the Holder of the Note within two (2) Trading Days business days following the Optional Prepayment Date, the Borrower shall forever forfeit its right to prepay the Note pursuant to this NoteSection 1(a).

Prepayment. Notwithstanding anything to the foregoingcontrary contained in this Note, so long as Borrower has not received a Lender Conversion Notice subject to the terms of this Section, at any time during the period beginning on the Issue Date and ending on the date which is two hundred forty five (as defined below245) or a Redemption Notice (as defined below) from Lender where calendar days following the applicable Conversion Shares have not yet been delivered and so long as no Event of Default has occurred since the Effective Issue Date (whether declared by Lender or undeclared and regardless of whether or not cured“Prepayment Termination Date”), then Borrower shall have the right, exercisable on not less than five (5) Trading Days prior written notice to Lender to prepay the Outstanding Balance Holder of this Note, to prepay up to the outstanding balance on this Note (principal and accrued interest), in full, in accordance with this Section 1.2Section. Any notice of prepayment hereunder (an “Optional Prepayment Notice”) shall be delivered to Lender the Holder of the Note at its registered address addresses and shall state: (i1) that the Borrower is exercising its right to prepay this the Note, and (ii2) the date of prepayment, prepayment which shall be not less more than five fifteen (515) Trading Days from the date of the Optional Prepayment Notice; and (3) the amount (in dollars) that the Borrower is paying. Notwithstanding Holder’s receipt of the Optional Prepayment Notice the Holder may convert, or continue to convert the Note in whole or in part until the Optional Prepayment Amount (as defined herein) is paid 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 Lender the Holder as may be specified by Lender the Holder in writing to Borrowerthe Borrower at least one (1) business day prior to the Optional Prepayment Date. If the Borrower exercises its right to prepay this the Note, the Borrower shall make payment to Lender the Holder of an amount in cash equal to 110% (the “Prepayment Premium”) multiplied by the then Outstanding Balance of this Note (the “Optional Prepayment Amount”) equal to the Prepayment Factor (as defined below). In , multiplied by the event Borrower delivers sum of: (w) the Optional Prepayment Amount to Lender prior 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 or without delivering an Optional Prepayment Notice plus (y) Default Interest, if any, on the amounts referred 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 clauses (w) and (x) plus (z) any amounts owed to the Outstanding Balance of this Note on Holder pursuant to Sections 1.3 and 1.4(g) hereof. If the day Borrower delivers the Optional Prepayment Amount to Lender. In the event Borrower delivers the Optional Prepayment Amount without an Optional Prepayment Notice, then the Optional Prepayment Date will be deemed to be the date that is five (5) Trading Days from the date that the Optional Prepayment Amount was delivered to Lender and Lender shall be entitled to exercise its conversion rights set forth herein during such five (5) day period. In addition, if Borrower delivers an Optional Prepayment Notice and fails to pay the Optional Prepayment Amount due to Lender the Holder of the Note within two (2) Trading Days 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 occurs 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. Notwithstanding the 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 so long as no Event of Default has occurred since the Effective Date (whether declared by Lender or undeclared and regardless of whether or not cured), then The Borrower shall have the right, exercisable on not less than five three (53) Trading Days prior written notice to Lender the Holder of the Note to prepay the Outstanding Balance of this Noteoutstanding Note (principal and accrued interest), in full, in accordance with this Section 1.21.9. Any notice of prepayment hereunder (an “Optional Prepayment Notice”) shall be delivered to Lender the Holder of the Note at its registered address and shall state: (i1) that the Borrower is exercising its right to prepay this the Note, and (ii2) the date of prepayment, prepayment which shall be not less more than five three (53) 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 Lender the Holder as may be specified by Lender the Holder in writing to Borrowerthe Borrower at least one (1) business day prior to the Optional Prepayment Date. If the Borrower exercises its right to prepay this the Note, the Borrower shall make payment to Lender the Holder 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 ) equal to 140%, multiplied by the event Borrower delivers sum of: (w) the Optional Prepayment Amount to Lender prior 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 or without delivering an Optional Prepayment Notice plus (y) Default Interest, if any, on the amounts referred 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 clauses (w) and (x) plus (z) any amounts owed to the Outstanding Balance of this Note on Holder pursuant to Sections 1.3 and 1.4(g) hereof. If the day Borrower delivers the Optional Prepayment Amount to Lender. In the event Borrower delivers the Optional Prepayment Amount without an Optional Prepayment Notice, then the Optional Prepayment Date will be deemed to be the date that is five (5) Trading Days from the date that the Optional Prepayment Amount was delivered to Lender and Lender shall be entitled to exercise its conversion rights set forth herein during such five (5) day period. In addition, if Borrower delivers an Optional Prepayment Notice and fails to pay the Optional Prepayment Amount due to Lender the Holder of the Note within two (2) Trading Days business days following the Optional Prepayment Date, the Borrower shall forever forfeit its right to prepay the Note pursuant to this NoteSection 1.9.

Prepayment. Notwithstanding anything to the foregoingcontrary contained in this Note, so long as Borrower has not received a Lender Conversion Notice at any time during the periods set forth on the table immediately following this paragraph (as defined below) or a Redemption Notice (as defined below) from Lender where the applicable Conversion Shares have not yet been delivered and so long as no Event of Default has occurred since the Effective Date (whether declared by Lender or undeclared and regardless of whether or not cured"Prepayment Periods"), then the Borrower shall have the right, exercisable on not less more than five three (53) Trading Days prior written notice to Lender the Holder of the Note to prepay the Outstanding Balance of this Noteoutstanding Note (principal and accrued interest), in full, in accordance with this Section 1.21.7. Any notice of prepayment hereunder (an “"Optional Prepayment Notice”") shall be delivered to Lender the Holder of the Note at its registered address addresses and shall state: (i1) that the Borrower is exercising its right to prepay this the Note, and (ii2) the date of prepayment, prepayment which shall be not less more than five three (53) 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 order direction of Lender the Holder as may be specified by Lender the Holder in a writing to Borrowerthe 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 this the Note, the Borrower shall make payment to Lender the Holder of an amount in cash equal to 110% the percentage ("Prepayment Percentage") as set forth in the “table immediately following this paragraph opposite the applicable Prepayment Premium”) Period, multiplied by the sum of: (w) the then Outstanding Balance outstanding principal amount of this Note plus (x) accrued and unpaid interest on the “Optional Prepayment Amount”). In the event Borrower delivers the Optional Prepayment Amount to Lender prior unpaid principal amount of this Note to the Optional Prepayment Date or without delivering an 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 Notice to Lender as set forth herein without Lender’s prior written consent, Amount"). If the Optional Prepayment Amount shall not be deemed to have been paid to Lender until the Optional Prepayment Date. Moreover, in such event the Optional Prepayment Liquidated Damages Amount will automatically be added to the Outstanding Balance of this Note on the day Borrower delivers the Optional Prepayment Amount to Lender. In the event Borrower delivers the Optional Prepayment Amount without an Optional Prepayment Notice, then the Optional Prepayment Date will be deemed to be the date that is five (5) Trading Days from the date that the Optional Prepayment Amount was delivered to Lender and Lender shall be entitled to exercise its conversion rights set forth herein during such five (5) day period. In addition, if Borrower delivers an Optional Prepayment Notice and fails to pay the Optional Prepayment Amount due to Lender the Holder of the Note within two (2) Trading Days business days following the Optional Prepayment Date, the Borrower shall forever forfeit its right to prepay the Note pursuant to this NoteSection 1.7. 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. Notwithstanding (a) At any time after the 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 Original Issuance Date and so long as provided that no Event of Default has occurred since occurred, the Effective Date (whether declared by Lender or undeclared and regardless of whether or not cured), then Borrower Maker shall have the rightright to prepay any portion of the Outstanding Balance at any time (“Optional Redemption”), exercisable on not less than by paying to the Holder a sum of money equal to one hundred percent (100%) of the Outstanding Balance amount to be redeemed 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”). The Maker’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 five (5) Trading Days prior written notice to Lender to prepay the Outstanding Balance of this Note, 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 five (5) Trading Days from after the date of the Optional Prepayment NoticeNotice 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 date fixed for prepayment (Redemption Payment Date, the “Optional Prepayment Date”)Redemption Amount, Borrower shall make payment less any portion of the Optional Prepayment Redemption Amount (as defined below) against which the Holder has exercised its conversion rights, shall be paid in good funds to or upon the order of Lender as may be specified by Lender in writing to BorrowerHolder. 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 that is five (5) Trading Days from the date that the Optional Prepayment Amount was delivered to Lender and Lender shall be entitled to exercise its conversion rights set forth herein during such five (5) day period. In addition, if Borrower delivers an Optional Prepayment Notice and Maker fails to pay the Optional Prepayment Redemption Amount due 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 Lender within 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 following Days) thereafter. Notwithstanding the Optional Prepayment Dateabove, Borrower shall forever forfeit its right 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. Notwithstanding anything to the foregoingcontrary contained in this Note, so long as Borrower has not received a Lender Conversion Notice at any time during the periods set forth on the table immediately following this paragraph (as defined below) or a Redemption Notice (as defined below) from Lender where the applicable Conversion Shares have not yet been delivered and so long as no Event of Default has occurred since the Effective Date (whether declared by Lender or undeclared and regardless of whether or not cured“Prepayment Periods”), then the Borrower shall have the right, exercisable on not less than five three (53) Trading Days prior written notice to Lender the Holder of the Note to prepay the Outstanding Balance of this Noteoutstanding Note (principal and accrued interest), in full, in accordance with this Section 1.21.9. Any notice of prepayment hereunder (an “Optional Prepayment Notice”) shall be delivered to Lender the Holder of the Note at its registered address addresses and shall state: (i1) that the Borrower is exercising its right to prepay this the Note, and (ii2) the date of prepayment, prepayment which shall be not less more than five three (53) 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 order of Lender the Holder as may be specified by Lender 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 this the Note, the Borrower shall make payment to Lender the Holder 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 ) equal to the event Borrower delivers percentage (“Prepayment Percentage”) as set forth in the Optional table immediately following this paragraph opposite the applicable Prepayment Amount to Lender prior 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 or without delivering an Optional Prepayment Notice plus (y) Default Interest, if any, on the amounts referred 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 clauses (w) and (x) plus (z) any amounts owed to the Outstanding Balance of this Note on Holder pursuant to Sections 1.3 and 1.4(g) hereof. If the day Borrower delivers the Optional Prepayment Amount to Lender. In the event Borrower delivers the Optional Prepayment Amount without an Optional Prepayment Notice, then the Optional Prepayment Date will be deemed to be the date that is five (5) Trading Days from the date that the Optional Prepayment Amount was delivered to Lender and Lender shall be entitled to exercise its conversion rights set forth herein during such five (5) day period. In addition, if Borrower delivers an Optional Prepayment Notice and fails to pay the Optional Prepayment Amount due to Lender the Holder of the Note within two (2) Trading Days business days following the Optional Prepayment Date, the Borrower shall forever forfeit its right to prepay the Note pursuant to this NoteSection 1.9.

Prepayment. Notwithstanding Borrower may not prepay the foregoingTerm Loan in whole or in part, so long except during the Prepayment Period, except as set forth below. Lender may refuse to accept any Term Loan prepayment which does not comply with this Section 2.1(c). During the Prepayment Period, Borrower may prepay the Term Loan, in whole or in part, without premium. However, if Borrower prepays the Term Loan at any time other than during the Prepayment Period, then concurrent with the prepayment, Borrower shall remit to Lender the Prepayment Premium; provided, however, the Prepayment Premium shall not be required to 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 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 Lender's losses resulting from Borrower's prepayment of the Term Loan; (C) Lender is likely to sustain losses if Borrower prepays the 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 no obligation to mitigate its loss arising from any prepayment of the Term Loan; and (F) the compensation Lender will receive from the Term Loan, if the Term Loan is not received a Lender Conversion Notice prepaid, is greater than or equal to the Prepayment Premium. (as defined belowii) Borrower waives any right to claim that the Prepayment Premium is unenforceable or a Redemption Notice penalty. (iii) Borrower acknowledges that Lender: (A) made the Term Loan to Borrower expecting that Borrower will not repay the Term Loan early but will repay the Term Loan as defined belowset forth in Section 2.1(b) from Lender where above; and (B) was not willing to make the applicable Conversion Shares have not yet been delivered and so long as no Term Loan for a shorter period. (iv) If during an Event of Default has occurred since Period, Lender accelerates the Effective Date (whether declared by Lender or undeclared maturity and regardless repayment of whether or not cured)the Term Loan, then Borrower shall have the right, exercisable on not less than five (5) Trading Days prior written notice to Lender to prepay the Outstanding Balance of this Note, in full, in accordance with this Section 1.2. Any notice of prepayment hereunder (an “Optional Prepayment Notice”) shall Premium for will also be delivered to Lender at its registered address due 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 five (5) Trading Days from the date of the Optional Prepayment Notice. On the date fixed for prepayment (the “Optional Prepayment Date”), Borrower shall make payment of the Optional Prepayment Amount (as defined below) to or upon the order of Lender as may be specified by Lender in writing to Borrower. 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 Indebtedness. Borrower has read and understands the terms of this Note on the day Borrower delivers the Optional Prepayment Amount to LenderSubsection. In the event Borrower delivers the Optional Prepayment Amount without an Optional Prepayment NoticeEDUCATIONAL DEVELOPMENT CORPORATION, then the Optional Prepayment Date will be deemed to be the date that is five (5) Trading Days from the date that the Optional Prepayment Amount was delivered to Lender a Delaware corporation By: Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ Title: Chairman, President and Lender shall be entitled to exercise its conversion rights set forth herein during such five (5) day period. In addition, if Borrower delivers an Optional Prepayment Notice and fails to pay the Optional Prepayment Amount due to Lender within two (2) Trading Days following the Optional Prepayment Date, Borrower shall forever forfeit its right to prepay this Note.CEO

Prepayment. Notwithstanding anything to the foregoingcontrary contained in this Note, so long as Borrower has not received a Lender Conversion Notice at any time during the period beginning on the Issue Date and ending on the date which is thirty (as defined below30) or a Redemption Notice (as defined below) from Lender where days following the applicable Conversion Shares have not yet been delivered and so long as no Event of Default has occurred since issue date, the Effective Date (whether declared by Lender or undeclared and regardless of whether or not cured), then Borrower shall have the right, exercisable on not less than five three (53) Trading Days prior written notice to Lender the Holder of the Note to prepay the Outstanding Balance of this Noteoutstanding Note (principal and accrued interest), in full, in accordance with this Section 1.2. Any 1.9.Any notice of prepayment hereunder (an “Optional Prepayment Notice”) shall be delivered to Lender the Holder of the Note at its registered address addresses and shall state: (i1) that the Borrower is exercising its right to prepay this the Note, and (ii2) the date of prepayment, prepayment which shall be not less more than five three (53) 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 Lender the Holder as may be specified by Lender the Holder in writing to Borrowerthe Borrower at least one (1) business day prior to the Optional Prepayment Date. If the Borrower exercises its right to prepay this the Note, the Borrower shall make payment to Lender the Holder 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 ) equal to 125%, multiplied by the event Borrower delivers sum of: (w) the Optional Prepayment Amount to Lender prior 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 or without delivering an Optional Prepayment Notice plus (y) Default Interest, if any, on the amounts referred 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 clauses (w) and (x) plus (z) any amounts owed to the Outstanding Balance of this Note on Holder pursuant to Sections 1.3 and 1.4(g) hereof. If the day Borrower delivers the Optional Prepayment Amount to Lender. In the event Borrower delivers the Optional Prepayment Amount without an Optional Prepayment Notice, then the Optional Prepayment Date will be deemed to be the date that is five (5) Trading Days from the date that the Optional Prepayment Amount was delivered to Lender and Lender shall be entitled to exercise its conversion rights set forth herein during such five (5) day period. In addition, if Borrower delivers an Optional Prepayment Notice and fails to pay the Optional Prepayment Amount due to Lender the Holder of the Note within two (2) Trading Days 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 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 Second 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 “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 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 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 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 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 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 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 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. Notwithstanding anything to the foregoingcontrary contained in this Note, so long as the Borrower has not received a Lender Notice of 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 so long as no Event of Default has occurred since the Effective Date (whether declared by Lender or undeclared and regardless of whether or not cured)Holder, then at any time during the period beginning on 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 five three (53) Trading Days prior written notice to Lender the Holder of the Note to prepay the Outstanding Balance of this Noteoutstanding Note (principal and accrued interest), in full, in accordance with this Section 1.21.9. Any notice of prepayment hereunder (an “Optional Prepayment Notice”) shall be delivered to Lender the Holder of the Note at its registered address addresses and shall state: (i1) that the Borrower is exercising its right to prepay this the Note, and (ii2) the date of prepayment, prepayment which shall be not less more than five three (53) 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 Lender the Holder as may be specified by Lender the Holder in writing to Borrowerthe Borrower at least one (1) business day prior to the Optional Prepayment Date. If the Borrower exercises its right to prepay this the Note, the Borrower shall make payment to Lender the Holder 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 ) equal to 150%, multiplied by the event Borrower delivers sum of: (w) the Optional Prepayment Amount to Lender prior 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 or without delivering an Optional Prepayment Notice plus (y) Default Interest, if any, on the amounts referred 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 clauses (w) and (x) plus (z) any amounts owed to the Outstanding Balance of this Note on Holder pursuant to Sections 1.3 and 1.4(g) hereof. If the day Borrower delivers the Optional Prepayment Amount to Lender. In the event Borrower delivers the Optional Prepayment Amount without an Optional Prepayment Notice, then the Optional Prepayment Date will be deemed to be the date that is five (5) Trading Days from the date that the Optional Prepayment Amount was delivered to Lender and Lender shall be entitled to exercise its conversion rights set forth herein during such five (5) day period. In addition, if Borrower delivers an Optional Prepayment Notice and fails to pay the Optional Prepayment Amount due to Lender the Holder of the Note within two (2) Trading Days 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 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 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 Optional Prepayment Notice. On the date fixed for prepayment (the “Optional Prepayment Date”), the Borrower shall make payment of the Second 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 “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 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. After the expiration of one hundred eighty (180) following the date of the Note, the Borrower shall have no right of prepayment.

Prepayment. Notwithstanding anything to the foregoingcontrary contained in this Note, 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 so long as no Event of Default has occurred since the Effective Date (whether declared by Lender or undeclared and regardless of whether or not cured), then Borrower shall have the right, exercisable on a date not less earlier than five twelve (512) months from the date of this Note and not more than three (3) Trading Days prior written notice to Lender the Holder of the Note to prepay the Outstanding Balance of this Noteoutstanding Note (principal and accrued interest), in full, in accordance with this Section 1.21.7. Any notice of prepayment hereunder (an “Optional Prepayment Notice”) shall be delivered to Lender the Holder of the Note at its registered address addresses and shall state: (i1) that the Borrower is exercising its right to prepay this the Note, and (ii2) the date of prepayment, prepayment which shall be not less earlier than five twelve (512) 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 prepayment (the “Optional Prepayment Date”), the Borrower shall make payment of the Optional Prepayment Amount (as defined below) to Holder, or upon the order direction of Lender the Holder as may be specified by Lender the Holder in a writing to Borrowerthe Borrower (which direction shall 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 this the Note, the Borrower shall make payment to Lender the Holder of an amount in cash equal to 110% (the “Prepayment Premium”) multiplied by the then Outstanding Balance of this Note $13,500 (the “Optional Prepayment Amount”). In If the event Borrower delivers the Optional Prepayment Amount to Lender prior to the Optional Prepayment Date or without delivering an Optional Prepayment Notice to Lender as set forth herein without Lender’s prior written consent, the Optional Prepayment Amount shall not be deemed to have been paid to Lender until the Optional Prepayment Date. Moreover, in such event the Optional Prepayment Liquidated Damages Amount will automatically be added to the Outstanding Balance of this Note on the day Borrower delivers the Optional Prepayment Amount to Lender. In the event Borrower delivers the Optional Prepayment Amount without an Optional Prepayment Notice, then the Optional Prepayment Date will be deemed to be the date that is five (5) Trading Days from the date that the Optional Prepayment Amount was delivered to Lender and Lender shall be entitled to exercise its conversion rights set forth herein during such five (5) day period. In addition, if Borrower delivers an Optional Prepayment Notice and fails to pay the Optional Prepayment Amount due to Lender the Holder of the Note within two (2) Trading Days business days following the Optional Prepayment Date, the Borrower shall forever forfeit its right to prepay the Note pursuant to this NoteSection 1.7. After the expiration of eighteen (18) months following the Effective Date, the Borrower shall have no right of prepayment.

Prepayment. Notwithstanding the 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 so long as no Event of Default has occurred since the Effective Date (whether declared by Lender or undeclared and regardless of whether or not cured), then Borrower shall have the right, exercisable on not less than five (5) Trading Days prior written notice to Lender to prepay the Outstanding Balance of this Note, in full, in accordance with this Section 1.210. 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 five (5) Trading Days from the date of the Optional Prepayment Notice. On the date fixed for prepayment (the “Optional Prepayment Date”), Borrower shall make payment of the Optional Prepayment Amount (as defined below) to or upon the order of Lender as may be specified by Lender in writing to Borrower. 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 that is five (5) Trading Days from the date that the Optional Prepayment Amount was delivered to Lender and Lender shall be entitled to exercise its conversion rights set forth herein during such five (5) day period. In addition, if Borrower delivers an Optional Prepayment Notice and fails to pay the Optional Prepayment Amount due to Lender within two (2) Trading Days following the Optional Prepayment Date, Borrower shall forever forfeit its right to prepay this Note.two

Prepayment. Notwithstanding From and after the foregoingDisbursement Date of the first Tranche, so long as upon not less than thirty (30) days’ prior written notice to ▇▇▇▇▇▇, Borrower has may prepay the Outstanding Principal Balance, in whole, but not received in part, in accordance with the terms of this Section 2.2. In the event Borrower desires to prepay this Note, it shall send a written notice to Lender Conversion in accordance with the notice provisions of the Loan Agreement (the “Prepayment Notice”), which Prepayment Notice shall state the expected date on which Borrower will make such prepayment, which date shall be not sooner than thirty (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 Principal Balance; (b) all unpaid Interest thereon; (c) the Prepayment Fee, if any; and (d) all other amounts due under this Note and the other Loan Documents as defined belowof the Prepayment Date provided, however, that Borrower shall not be in default hereunder for failure to prepay the Loan on the Prepayment Date with respect to the first two (2) or a Redemption Notice (as defined below) from Prepayment Notices given by Borrower. Borrower shall notify Lender where immediately if Borrower determines that it will not prepay the applicable Conversion Shares have not yet been delivered and so long as no Loan on any Prepayment Date for any reason. It shall be an Event of Default has occurred since if ▇▇▇▇▇▇▇▇ fails to fully repay the Effective 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 (whether declared 30) days from the date of receipt by Lender or undeclared and regardless of whether or not cured)the Prepayment Notice, then Borrower shall have also pay an amount (the right, exercisable “Prepayment Notice Fee”) equal to the interest at the Interest Rate under this Note on not the principal amount of the Outstanding Principal Balance being prepaid for a period equal to the period of time by which the date between receipt of the Prepayment Notice is less than five thirty (530) Trading Days days prior written notice to Lender the Prepayment Date (provided, however, that Borrower shall not be obligated to prepay pay such interest for any portion of such period prior to the twelve (12) month anniversary of the Disbursement Date (for which Borrower shall pay the Prepayment Fee)). In the event Borrower fails to make the prepayment described in the Prepayment Notice on the 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, no full or partial prepayments of the Outstanding Principal Balance of this Note, 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) allowed. Borrower acknowledges that Borrower is exercising its it possesses no right to prepay this Note, and (ii) the date of prepayment, which shall be not less than five (5) Trading Days from the date of the Optional Prepayment Noticeexcept as expressly provided herein. On the date fixed for prepayment (the “Optional Prepayment Date”)By initialing below, Borrower shall make payment expressly acknowledges and understands that notwithstanding any applicable law to the contrary, pursuant to the terms 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 this Note, it has agreed that it has no right to prepay this NoteNote without the payment of the Prepayment Fee and the Prepayment Notice Fee, Borrower shall make payment to Lender of as applicable, including, without limitation, any prepayment resulting from an amount in cash equal to 110% (the “Prepayment Premium”) multiplied by the then Outstanding Balance 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 “Optional payment of the Prepayment Amount”). In Fee and 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 Fee, as set forth herein without Lender’s prior written consentapplicable, 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 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 day 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 delivers and that Lender would not have made the Optional Prepayment Amount to Lender. In Loan without such waivers and agreements of Borrower and that Borrower has received separate consideration for the event Borrower delivers the Optional Prepayment Amount without an Optional Prepayment Notice, then the Optional Prepayment Date will be deemed to be the date that is five (5) Trading Days from the date that the Optional Prepayment Amount was delivered to Lender and Lender shall be entitled to exercise its conversion rights agreements set forth herein during such five (5) day period. In addition, if Borrower delivers an Optional Prepayment Notice and fails to pay the Optional Prepayment Amount due to Lender within two (2) Trading Days following the Optional Prepayment Date, Borrower shall forever forfeit its right to prepay this Noteherein.

Prepayment. Notwithstanding Except as hereinafter provided, Borrower shall not have the foregoing, so long as Borrower has not received a Lender Conversion Notice (as defined below) right to prepay all or a Redemption Notice (as defined below) from Lender where any part of the applicable Conversion Shares have not yet been delivered and so long as no Event of Default has occurred since the Effective Date (whether declared obligation evidenced by Lender or undeclared and regardless of whether or not cured), then this Note at any time. Borrower shall have the rightright to prepay, exercisable on in full but not in part, the obligation evidenced by this Note upon giving (i) not less than five thirty (530) Trading Days days' prior written notice to Lender of ▇▇▇▇▇▇▇▇'s intention to prepay the Outstanding Balance of this Note, 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 so prepay this Note, and (ii) payment to Lender of the Prepayment Premium (as hereinafter defined), if any, then due to Lender as hereinafter provided. As used herein, the term "Prepayment Premium" shall mean a sum equal to the greater of (i) one percent (1%) of the outstanding principal balance of this Note at the time of prepayment or (ii) an amount equal to the sum of (a) the present value of the scheduled monthly payments due under this Note from the date of prepayment to the Maturity Date and (b) the present value of the amount of principal and interest of this Note due on the Maturity Date (assuming all scheduled monthly payments due prior to the Maturity Date were made when due), minus (c) the outstanding principal balance of this Note as of the date of prepayment. The present values described in (a) and (b) shall be computed on a monthly basis as of the date of prepayment discounted at the yield-to-maturity rate of the U.S. Treasury Note or Bond closest in maturity to the 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 fifth (5th) business day preceding the date of prepayment, which expressed as a decimal equivalent. Borrower shall be not less than five (5) Trading Days from the date of the Optional Prepayment Notice. On the date fixed for prepayment (the “Optional Prepayment Date”), Borrower shall make payment of the Optional Prepayment Amount (as defined below) to or upon the order of Lender as may be specified by Lender in writing to Borrower. If Borrower exercises its right obligated 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 date set forth in the Optional Prepayment Amount notice to Lender required hereinabove, after such notice has been delivered to Lender. In Notwithstanding the event Borrower delivers foregoing or any other provision herein to the Optional contrary, if Lender elects to apply insurance proceeds, condemnation awards, or any escrowed amounts, if applicable, to the reduction of the principal balance of this Note in the manner provided in the Deed of Trust (as hereinafter defined), no Prepayment Amount without an Optional Prepayment Notice, then the Optional Prepayment Date will be deemed to be the date that is five (5) Trading Days from the date that the Optional Prepayment Amount was delivered to Lender and Lender Premium shall be entitled to exercise its conversion rights set forth herein during due or payable as a result of such five (5) day period. In addition, if Borrower delivers an Optional Prepayment Notice application and fails to pay the Optional Prepayment Amount monthly installments due to Lender within two (2) Trading Days following the Optional Prepayment Date, Borrower and payable hereunder shall forever forfeit its right to prepay this Notebe reduced accordingly.

Prepayment. Notwithstanding 12.1 The Borrower may not prepay all or any part of the 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 principal of the applicable Conversion Shares have not yet been delivered and so long as no Event of Default has occurred since the Effective Loan before its Due Date (whether declared by Lender a “Prepayment”). Provided, however, that this shall not apply if the Prepayment is made pursuant to Clause 9 or undeclared and regardless of whether Clause 31, or not cured), then Borrower shall have if the right, exercisable on not less than five (5) Trading Days prior written notice to Lender to prepay the Outstanding Balance of this Note, in fullBorrower, in accordance with this Section 1.2. Any 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 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 desire to prepay this Note(“Relevant Prepayment Lenders”), and (ii) the Agent. 12.2 If the Borrower desires to make a Prepayment, the Borrower shall give a written notice to the Agent by the tenth Business Day prior to the date of prepayment, which shall be not less than five (5) Trading Days from the date of Borrower desires to make the Optional Prepayment Notice. On the date fixed for prepayment (the “Optional Desired Prepayment Date”), stating (a) the principal amount the 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 desires to prepay this Note(not less than 1,800 million yen, in increments of 1,800 million yen), (b) that the Borrower shall make payment to Lender of an amount will pay in cash equal to 110% full on the Desired Prepayment Date, the interest (the “Prepayment PremiumAccrued Interest”) multiplied on the principal amount desired to be prepaid that has accrued by the then Outstanding Balance Desired Prepayment Date (inclusive), and (c) the Desired Prepayment Date. After receiving notice from the Borrower, the Agent shall notify the Relevant Prepayment Lenders of items (a) through (c) of this Note (Clause 12.2 by the “Optional Prepayment Amount”). In the event Borrower delivers the Optional Prepayment Amount to Lender ninth Business Day prior to the Optional 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 without delivering an Optional not it approves such Prepayment. If such notice by any Relevant Prepayment Notice 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 as set forth herein without Lender’s did not approve such Prepayment. The Agent shall judge the acceptability of the Prepayment by the fourth Business Day prior written consentto 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 Optional Relevant Prepayment Amount 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 deemed to have been paid to Lender until the Optional Prepayment Date. Moreover, in such event the Optional Prepayment Liquidated Damages Amount will automatically be added to the Outstanding Balance of this Note on the day Borrower delivers the Optional Prepayment Amount to Lender. In the event Borrower delivers the Optional Prepayment Amount without an Optional Prepayment Notice, then the Optional Prepayment Date will be deemed to be the date that is five (5) Trading Days from the date that the Optional Prepayment Amount was delivered to Lender and Lender shall be entitled to exercise its conversion rights set forth herein during such five (5) day period. In addition, if Borrower delivers an Optional Prepayment Notice and fails to pay demand re-borrow the Optional Prepayment Amount due to Lender within two (2) Trading Days following the Optional Prepayment Date, Borrower shall forever forfeit its right to prepay this Noteprepaid amount.

Prepayment. Notwithstanding anything to the foregoingcontrary contained in this Note, so long as Borrower has not received a Lender Conversion Notice at any time during the period beginning on the Issue Date and ending on the date which is ninety (as defined below90) or a Redemption Notice (as defined below) from Lender where days following the applicable Conversion Shares have not yet been delivered and so long as no Event of Default has occurred since issue date, the Effective Date (whether declared by Lender or undeclared and regardless of whether or not cured), then Borrower shall have the right, exercisable on not less than five three (53) Trading Days prior written notice to Lender the Holder of the Note to prepay the Outstanding Balance of this Noteoutstanding Note (principal and accrued interest), in full, in accordance with this Section 1.21.9. Any notice of prepayment hereunder (an “Optional Prepayment Notice”) shall be delivered to Lender the Holder of the Note at its registered address addresses and shall state: (i1) that the Borrower is exercising its right to prepay this the Note, and (ii2) the date of prepayment, prepayment which shall be not less more than five three (53) 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 Lender the Holder as may be specified by Lender the Holder in writing to Borrowerthe Borrower at least one (1) business day prior to the Optional Prepayment Date. If the Borrower exercises its right to prepay this the Note, the Borrower shall make payment to Lender the Holder 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 ) equal to 130%, multiplied by the event Borrower delivers sum of: (w) the Optional Prepayment Amount to Lender prior 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 or without delivering an Optional Prepayment Notice plus (y) Default Interest, if any, on the amounts referred 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 clauses (w) and (x) plus (z) any amounts owed to the Outstanding Balance of this Note on Holder pursuant to Sections 1.3 and 1.4(g) hereof. If the day Borrower delivers the Optional Prepayment Amount to Lender. In the event Borrower delivers the Optional Prepayment Amount without an Optional Prepayment Notice, then the Optional Prepayment Date will be deemed to be the date that is five (5) Trading Days from the date that the Optional Prepayment Amount was delivered to Lender and Lender shall be entitled to exercise its conversion rights set forth herein during such five (5) day period. In addition, if Borrower delivers an Optional Prepayment Notice and fails to pay the Optional Prepayment Amount due to Lender the Holder of the Note within two (2) Trading Days 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 ninety-one (91) days following the issue date and ending on the date which is 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 Second 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 “Second Optional Prepayment Amount”) equal to 140%, 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 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 date which is one hundred twenty-one (121) days following the issue date and ending on the date which is 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 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 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 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 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 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 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 Fourth 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. Notwithstanding the 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 so long as no Event of Default has occurred since the Effective Date (whether declared by Lender or undeclared and regardless of whether or not cured), then Borrower shall have the right, exercisable on not less than five (5) Trading Days prior written notice to Lender to prepay the Outstanding Balance of this Note, in full, in accordance with this Section 1.210. 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 five (5) Trading Days from the date of the Optional Prepayment Notice. On the date fixed for prepayment (the “Optional Prepayment Date”), Borrower shall make payment of the Optional Prepayment Amount (as defined below) to or upon the order of Lender as may be specified by Lender 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 that is five (5) Trading Days from the date that the Optional Prepayment Amount was delivered to Lender and Lender shall be entitled to exercise its conversion rights set forth herein during such five (5) day period. In addition, if Borrower delivers an Optional Prepayment Notice and fails to pay the Optional Prepayment Amount due to Lender within two (2) Trading Days following the Optional Prepayment Date, Borrower shall forever forfeit its right to prepay this Note. For the avoidance of doubt, any payment pursuant to Section 4(x) of the Purchase Agreement shall be subject to the Prepayment Premium.

Prepayment. Notwithstanding the foregoing, so long as Borrower has not received a Lender Conversion Notice (as defined belowa) or a Redemption Notice (as defined below) from Lender where the applicable Conversion Shares have not yet been delivered and so long as no Provided an Event of Default has occurred since the Effective Date (whether declared by Lender or undeclared and regardless of not occurred, whether or not such Event of Default has been cured, the Borrower will have the option of prepaying any or all of the outstanding Principal (“Optional Redemption”), then Borrower shall have in whole or in part, up until the rightone (1) year anniversary of the applicable Loan Date, exercisable on not less than five by paying to any Lender a sum of money equal to one hundred fifteen (5115%) Trading Days prior written notice percent of the principal amount to be redeemed, together with accrued but unpaid interest thereon and any and all other sums due, accrued or payable to such Lender to prepay arising under the Outstanding Balance of this Note, this Agreement or any other document through the Redemption Payment Date, as defined below (in fulleach case, in accordance with this Section 1.2the "Redemption Amount"). Any notice of prepayment hereunder (an “Optional Prepayment Notice”) shall be delivered Borrower’s election to Lender at its registered address and shall state: (i) that Borrower is exercising exercise its right to prepay this Note, and must be by notice in writing to the applicable Lender (ii) “Notice of Redemption”). The Notice of Redemption shall specify the date of prepaymentfor such Optional Redemption (the "Redemption Payment Date"), which date shall be not less than five thirty (530) Trading Days from the date business days after receipt of the Optional Prepayment Notice. On Notice of Redemption by the date fixed for prepayment 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 “Optional Prepayment Closing Date”), Borrower ) shall make payment be the last day of the Optional Prepayment Amount thirty (as defined below30) to or upon the order of Lender as may be specified by Lender in writing to Borrowerday Redemption Period. If Borrower a Lender exercises its right to convert the Redemption Amount, then the Borrower’s offer to prepay this Note, Borrower the Redemption Amount contained in the Notice of Redemption shall make payment to Lender terminate and shall be of an amount in cash equal to 110% (the “Prepayment Premium”) multiplied by the then Outstanding Balance of this Note (the “Optional Prepayment Amount”)no further force and effect. In the event Borrower delivers the Optional Prepayment Amount to Lender prior to shall not timely provide the Optional Prepayment Date or without delivering an Optional Prepayment Notice to Lender as written notice set forth herein without Lender’s prior written consentin the first sentence of this Article I, Section 4(b), then the Optional Prepayment Amount Borrower shall not be conclusively deemed to have been paid made the election to Lender until prepay the Optional Prepayment Date. Moreover, in such event the Optional Prepayment Liquidated Damages Redemption Amount will automatically be added pursuant to the Outstanding Balance Notice of this Note on Redemption. (c) Following the day Borrower delivers the Optional Prepayment Amount to Lender. In the event Borrower delivers the Optional Prepayment Amount without an Optional Prepayment Notice, then the Optional Prepayment Date will be deemed to be the date that is five one (51) Trading Days from the date that the Optional Prepayment Amount was delivered to Lender and Lender shall be entitled to exercise its conversion rights set forth herein during such five (5) day period. In addition, if Borrower delivers an Optional Prepayment Notice and fails to pay the Optional Prepayment Amount due to Lender within two (2) Trading Days following the Optional Prepayment year anniversary of any Loan Date, Borrower shall forever forfeit its the Borrower’s right to prepay this Notethe respective Note shall automatically terminate.

Prepayment. Notwithstanding If any of the foregoingfollowing occurs, so long 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 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 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 so long as no Event of Default has occurred since right to declare the Effective Date (whether declared by Lender or undeclared and regardless of whether or not cured), then Borrower shall have the right, exercisable on not less than five loan due early. (5) Trading Days prior written notice Xi’an TCH confirmed that, ZRIT has the right to Lender require Xi’an TCH to prepay repay all the Outstanding Balance principal and interest of the loan after 24 months of the establishment of the trust plan. Xi’an TCH shall not refuse such request with any reason and the principal and interest shall be calculated according to section 8.6 (1) of this Note, agreement. The right of ZRIT under this clause shall take precedence over other repayment of loan and interest clauses in full, in accordance with this Section 1.2. Any notice of prepayment hereunder the agreement. (an “Optional Prepayment Notice”6) shall be delivered to Lender at its registered address and shall state: (i) that Borrower is exercising its ZRIT has the right to prepay declare the loan due early if the borrower breaches this Note, and agreement or other documents signed by the parties. (ii7) ZRIT has the date of prepayment, which shall be not less than five (5) Trading Days from the date of the Optional Prepayment Notice. On the date fixed for prepayment (the “Optional Prepayment Date”), Borrower shall make payment of the Optional Prepayment Amount (as defined below) to or upon the order of Lender as may be specified by Lender in writing to Borrower. If Borrower exercises its right to prepay this Note, Borrower shall make payment to Lender of an amount in cash equal to 110% (declare the “Prepayment Premium”) multiplied by loan due early if the then Outstanding Balance of this Note (guarantor and mortgagor breach 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 that is five (5) Trading Days from the date that the Optional Prepayment Amount was delivered to Lender and Lender shall be entitled to exercise its conversion rights set forth herein during such five (5) day period. In addition, if Borrower delivers an Optional Prepayment Notice and fails to pay the Optional Prepayment Amount due to Lender within two (2) Trading Days following the Optional Prepayment Date, Borrower shall forever forfeit its right to prepay this Noteguarantee agreements.

Prepayment. Notwithstanding (a) Except as set forth in Section 6.01(b) hereof, no prepayment of the foregoing, so long as Debt may be made in whole or in part. (b) 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 so long as no Event of Default has occurred since the Effective Date (whether declared by Lender or undeclared and regardless of whether or not cured), then Borrower shall have the right, exercisable on not less than five (5) Trading Days prior written notice to Lender to may voluntarily prepay the Outstanding Balance of this NoteLoan, in fullwhole or in part, on any Business Day, 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: the 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 Borrower is exercising its right shall remain obligated to prepay this Notepay Lender’s costs and expenses including, and 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 last day of the Interest Accrual Period in which such prepayment is being made, together with any and all other amounts due and owing pursuant to the terms of the Note, 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 of prepayment, which 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 by Borrower with respect to the period subsequent to the Payment Date. (iii) Any partial prepayment shall be in a minimum amount of not less than five (5) Trading Days from the date of the Optional Prepayment Notice. On the date fixed for prepayment (the “Optional Prepayment Date”), Borrower shall make payment of the Optional Prepayment Amount (as defined below) to or upon the order of Lender as may be specified by Lender in writing to Borrower. 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 that is five (5) Trading Days from the date that the Optional Prepayment Amount was delivered to Lender $25,000 and Lender shall be entitled to exercise its conversion rights set forth herein during such five in whole multiples of $1,000 in excess thereof. (5iv) day period. In addition, if Borrower delivers an Optional Prepayment Notice and fails to pay the Optional Prepayment Amount due to Lender within two (2) Trading Days following the Optional Prepayment Date, Borrower shall forever forfeit its right to prepay this NoteIntentionally omitted.

Prepayment. Notwithstanding the foregoingBank is not under any 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, so long as Borrower has not received a Lender Conversion Notice (without paying any Prepayment Amount, as defined below. Borrower may prepay an LIBOR Option Advance in increments of Five Hundred Dollars ($500.00) or a Redemption Notice (prior to the end of the LIBOR Period, as defined below) from Lender where the applicable Conversion Shares have not yet been delivered and so long as no Event (i) Bank is provided written notice of Default has occurred since the Effective Date (whether declared by Lender or undeclared and regardless of whether or not cured), then Borrower shall have the right, exercisable on not less than such prepayment at least five (5) Trading LIBOR Business Days prior written notice to Lender to prepay the Outstanding Balance of this Note, in full, in accordance with this Section 1.2. Any notice of prepayment hereunder date thereof (an “Optional the "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, Date"); and (ii) Borrower pays the date Prepayment Amount. The notice of prepayment, prepayment shall contain the following information: (a) the Prepayment Date; and (b) the LIBOR Option Advance which shall will be not less than five (5) Trading Days from the date of the Optional Prepayment Noticeprepaid. On the date fixed for prepayment (the “Optional Prepayment Date”), Borrower shall make payment pay to Bank, in addition to any other amount that 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 Optional Prepayment Amount. The Prepaid Principal Amount (as defined below) will be applied to or upon the order of Lender LIBOR Option Advance being prepaid as may be specified by Lender Bank shall determine in writing to Borrowerits sole discretion. If Borrower Bank exercises its right to prepay this accelerate the payment of the Note prior to maturity based upon an Event of Default under the Note, Borrower shall make payment pay to Lender 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 an amount the Prepayment Amount shall be conclusive in cash equal to 110% 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 Premium”Amount") multiplied by shall be due and payable in full on the Prepayment Date: (a) If the principal amount of the LIBOR Option Advance being prepaid exceeds Seven Hundred Fifty Thousand Dollars ($750,000), then Outstanding Balance the Prepayment Amount is the sum of: (i) the amount of this Note the principal balance of the LIBOR Option Advance which Borrower has elected to prepay or the amount of the principal balance of the LIBOR Option Advance which Bank has required Borrower to prepay because of acceleration, as the case may be (the “Optional "Prepaid Principal Amount"); (ii) interest accruing on the Prepaid Principal Amount up to, but not including, the Prepayment Amount”Date; (iii) Five Hundred Dollars ($500.00). In ; plus (iv) the event Borrower delivers present value, discounted at the Optional Prepayment Reinvestment Rates (as defined below) of the positive amount by which (A) the interest Bank would have earned had the Prepaid Principal Amount to Lender not been paid prior to the Optional Prepayment Date 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 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 Noticeless, then the Optional Prepayment Date will be deemed to be the date that is five (5) Trading Days from the date that the Optional Prepayment Amount was delivered is the sum of: (i) the principal amount of the LIBOR Option Advance which Borrower has elected to Lender and Lender shall be entitled prepay or the principal amount of the LIBOR Option Advance which Bank has required Borrower to exercise its conversion rights set forth herein during such five (5) day period. In addition, if Borrower delivers an Optional Prepayment Notice and fails to pay the Optional Prepayment Amount prepay because of acceleration due to Lender within 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 two percent (2%) Trading Days following of the Optional Prepayment Date, Borrower shall forever forfeit its right to prepay this NotePrepaid Principal Amount.

Prepayment. Notwithstanding (a) This Note may be prepaid in whole or in part at any time after the foregoing, so long as Borrower has not second (2nd) anniversary of the date hereof (the “Lock-out Expiration Date”) provided (i) written notice of such prepayment is 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 so long as no Event of Default has occurred since the Effective Date (whether declared by Lender or undeclared not more than ninety (90) days and regardless of whether or not cured), then Borrower shall have the right, exercisable on not less than five thirty (530) Trading Days days prior written notice to Lender the date of such prepayment, (ii) such prepayment is made on a Payment Date or in the event such prepayment is not on a Payment Date, such prepayment shall include all interest on the principal amount being prepaid through the end of the Interest Accrual Period relating to prepay the Outstanding Balance next Payment Date, (iii) such prepayment is accompanied by all interest accrued hereunder through and including the date of this Note, in full, in accordance with this Section 1.2. Any notice of such prepayment and all other sums due 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 Noteor under the other Loan Documents, and (iiiv) if such prepayment occurs after the Lock-out Expiration Date but on or before the date that is nine (9) years and six (6) months after the date of prepayment, which shall be not less than five this Note (5the date that is nine (9) Trading Days from years and six (6) months after the date of the Optional Prepayment Notice. On the date fixed for prepayment (this Note being hereinafter referred to as the “Optional Open Prepayment Date”), Borrower shall make payment Lender (except as otherwise provided in Section 1.5(c)) is paid a prepayment fee in an amount equal to the greater of (A) one percent (1.0%) of the Optional Prepayment Amount principal amount being prepaid, and (B) the present value of a series of payments each equal to the Payment Differential (as defined belowhereinafter defined) to or upon and payable on each Payment Date over 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 term of this Note and remaining until the Open Prepayment Date, discounted at the Reinvestment Yield (as hereinafter defined) for the number of months remaining as of the date of such prepayment to each such Payment Date and ending on the Open Prepayment Date. The term “Optional Payment Differential” shall mean an amount equal to (i) the Note Rate less the Reinvestment Yield, divided by (ii) twelve (12) and multiplied by (iii) the principal sum being repaid after application of the constant monthly payment due under this Note on the date of such prepayment, provided that the Payment Differential shall in no event be less than zero. The term “Reinvestment Yield” shall mean an amount equal to the yield on the U.S. Treasury issue (primary issue) with a maturity date closest to the Open Prepayment Amount”)Date plus twenty-five (25) basis points. In the event that any prepayment fee is due hereunder, ▇▇▇▇▇▇ shall deliver to Borrower delivers a statement setting forth the Optional Prepayment Amount amount and determination of the prepayment fee together with support on how such amount was determined, and, provided that Lender shall have in good faith applied the formula described above, Borrower shall not have the right to Lender prior to challenge the Optional Prepayment Date calculation or without delivering an Optional Prepayment Notice to Lender as the method of calculation set forth herein without Lender’s prior written consentin any such statement in the absence of manifest error, which calculation may be made by Lender on any day during the Optional Prepayment Amount thirty (30) day period preceding the date of such prepayment. Lender shall not be deemed obligated or required to have been paid actually reinvested the prepaid principal balance at the Reinvestment Yield or otherwise as a condition to Lender until receiving the Optional prepayment fee. No prepayment fee or premium shall be due or payable in connection with any prepayment of the indebtedness evidenced by this Note made after the Open Prepayment Date. Moreover, in such event the Optional Prepayment Liquidated Damages Amount will automatically be added In addition to the Outstanding Balance aforesaid prepayment fee, if, upon any such permitted or required prepayment (whether prior to or after the Open Prepayment Date), the aforesaid prior written notice has not been timely received by Lender, the prepayment fee shall be increased by, or if no prepayment fee is otherwise due, there shall be due a prepayment fee equal to, an amount equal to the lesser of (i) thirty (30) days’ interest computed at the Note Rate on the outstanding principal balance of this Note so prepaid and (ii) interest computed at the Note Rate on the day Borrower delivers outstanding principal balance of this Note so prepaid that would have been payable for the Optional Prepayment Amount to Lender. In the event Borrower delivers the Optional Prepayment Amount without an Optional Prepayment Noticeperiod from, then the Optional Prepayment Date will be deemed to be and including, the date that is five (5) Trading Days from of prepayment through the date that the Optional Prepayment Amount was delivered to Lender and Lender shall be entitled to exercise its conversion rights set forth herein during Maturity Date of this Note as though such five (5) day period. In addition, if Borrower delivers an Optional Prepayment Notice and fails to pay the Optional Prepayment Amount due to Lender within two (2) Trading Days following the Optional Prepayment Date, Borrower shall forever forfeit its right to prepay this Noteprepayment had not occurred.

Prepayment. Notwithstanding The Prepayment referred to in this Agreement shall be deemed as a security deposit. The total amount of Prepayment is ***, the foregoingpayment schedule of which is set out in Exhibit B. Except as otherwise provided herein, so long 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 Borrower has 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 batch delivered in such month as instructed by Buyer. Seller shall refund Buyer the remaining Prepayment (if any) free of interest within *** after the full performance or any early termination or rescission of this 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 received pay such penalties or liquidated damages within *** from receiving the notice, Seller is entitled to use the Prepayment to offset such penalties or liquidated damages (which shall have a Lender Conversion Notice (as defined below) or a Redemption Notice (as defined below) from Lender where priority over offsetting the applicable Conversion Shares have not yet been delivered and so long as no Event of Default has occurred since regular payment for the Effective Date (whether declared by Lender or undeclared and regardless of whether or not curedProducts), then Borrower shall have and Seller may also require Buyer to make up the right, exercisable on not less than five (5) Trading Days prior written notice to Lender to prepay deficiency *** CONFIDENTIAL TREATMENT REQUESTED. CONFIDENTIAL PORTIONS HAVE BEEN REDACTED AND FILED SEPARATELY WITH THE COMMISSION. in Prepayment in the Outstanding Balance of this Note, 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) amount equals the date of prepayment, which shall be not less than five (5) Trading Days from the date of the Optional Prepayment Notice. On the date fixed for prepayment (the “Optional Prepayment Date”), Borrower shall make payment of the Optional Prepayment Amount (as defined below) to penalties 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 liquidated damages that is five (5) Trading Days being offset. The aforementioned notice does not excuse Buyer from the date that the Optional Prepayment Amount was delivered to Lender and Lender shall be entitled to exercise its conversion rights set forth herein during such five (5) day period. In addition, if Borrower delivers an Optional Prepayment Notice and fails to pay the Optional Prepayment Amount due to Lender within two (2) Trading Days following the Optional Prepayment Date, Borrower shall forever forfeit its right to prepay any liability under this NoteAgreement.

Prepayment. Notwithstanding If I pay off this note early, I will not have to pay a penalty. I can see my contract documents for any additional information about non-payment, default, any required prepayment before the foregoing, so long as Borrower has scheduled date. PROPERTY INSURANCE –( X is required) ( is not received a Lender Conversion Notice (as defined belowrequired) or a Redemption Notice (as defined below) from Lender where the applicable Conversion Shares have not yet been delivered and so long as no Event of Default has occurred since the Effective Date (whether declared by Lender or undeclared and regardless of whether or not cured), then Borrower shall . I have the rightoption of furnishing any insurance required in connection with this transaction either through existing policies I own or control, exercisable 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 less than five (5) Trading Days prior written notice to Lender to prepay the Outstanding Balance responsible for any damages that may occur during repossession. I understand that any and all charges incurred during repossession of this Notevehicle will be added to my account. I understand that if this vehicle is repossessed, 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) only the date of prepayment, which shall be not less than five (5) Trading Days from the date of the Optional Prepayment Notice. On the date fixed for prepayment (the “Optional Prepayment Date”), Borrower shall make full payment of the Optional Prepayment Amount (as defined below) contract within ten calendar days will return this vehicle to or upon me. I also understand that the order balance of Lender as 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 specified by Lender incurred during repossession of said vehicle and should repossession of vehicle take place that said vehicle will be stores in writing to Borrower. If Borrower exercises its right to prepay this Note, Borrower shall make payment to Lender of an amount a reasonable safe location; I understand that I am responsible for any costs incurred 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 collecting Payments not be deemed to have been paid to Lender until the Optional Prepayment Date. Moreover, in such event the Optional Prepayment Liquidated Damages Amount made on a timely basis including personal checks returned for Insufficient funds; I understand that additional charges will automatically 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 Outstanding Balance release of this Note on the day Borrower delivers the Optional Prepayment Amount to Lender. In vehicle; I hereby agree and assume full responsibilities for all property that may become damaged or lost in the event Borrower delivers said vehicle is repossessed; I understand that I have the Optional Prepayment Amount without an Optional Prepayment Notice, then the Optional Prepayment Date will be deemed to be the date that is five (5) Trading Days from the date that the Optional Prepayment Amount was delivered to Lender and Lender shall be entitled to exercise its conversion rights set forth herein during such five (5) day period. In addition, if Borrower delivers an Optional Prepayment Notice and fails to pay the Optional Prepayment Amount due to Lender within two (2) Trading Days following the Optional Prepayment Date, Borrower shall forever forfeit its right to prepay an Attorney examine this Note.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 information on this document. CO-APPLICANT Date Alpha Omega Date Customer ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Date 9/26/2014 Year: 2011 Make: Honda

Prepayment. Notwithstanding From the foregoingClosing Date through and including July 31, so long as Borrower has not received a Lender Conversion Notice 2016 (as defined belowthe "Initial Prepayment Premium Period") or a Redemption Notice and if the Extension Option is exercised, from the first day following the Initial Maturity Date through and including April 30, 2017 (as defined below) from Lender where the applicable Conversion Shares have not yet been delivered and so long as no Event of Default has occurred since the Effective Date (whether declared by Lender or undeclared and regardless of whether or not cured"Extension Prepayment Premium Period"), then Borrower shall have may prepay the rightLoan, exercisable on in whole but not in part, upon not less than five thirty (530) Trading Days days' prior written notice to Lender and upon payment of the Prepayment Premium, plus any and all accrued and unpaid interest and any other amounts due and owing under the Loan 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), 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 Outstanding Balance of this NoteLoan, in fullwhole but not in part, upon payment of any and all accrued and unpaid interest and any other amounts due and owing under the Loan Documents. If the Loan is prepaid, in accordance 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 this the accrued and unpaid interest on the principal amount prepaid. If the Loan is accelerated during either the Initial Prepayment Premium Period or the Extension Prepayment Premium Period for any reason other than casualty or condemnation or pursuant to Section 1.26.5, Borrower shall pay to Lender, in addition to all other amounts outstanding under the Loan Documents, the Prepayment Premium. Any 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 hereunder (an “Optional Prepayment Notice”) shall be delivered at any time prior to Lender the date of prepayment without prejudice to Borrower's right to deliver a prepayment notice at its registered address and shall state: some later date; provided, that (i) that Borrower is exercising its right to prepay this Noteshall 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) the date of prepayment, which shall be not less than five (5) Trading Days from the date of the Optional Prepayment Notice. On the date fixed for prepayment (the “Optional Prepayment Date”), Borrower shall make payment of the Optional Prepayment Amount (as defined below) to or upon the order of Lender as may be specified reimburse Lender, promptly on demand, for any reasonable out-of-pocket costs and expenses incurred by Lender in writing reliance on the revoked or extended notice, or in connection with the anticipated prepayment of the Loan. Borrower acknowledges that the Prepayment Premium required by this Section constitutes partial compensation to BorrowerLender for the cost of reinvesting the Loan proceeds and for the loss of the contracted rate of return on the Loan. If Borrower exercises its right to prepay this NoteFurthermore, Borrower shall make payment to Lender of an amount in cash equal to 110% (acknowledges that the “Prepayment Premium”) multiplied loss that may be sustained 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 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 compensate Lender for such loss. Borrower confirms that Lender's agreement to make the Loan at the interest rate and on the other terms set forth herein without constitutes adequate and valuable consideration, given individual weight by Borrower, for the prepayment provisions set forth in this Section 2.3(4). 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 prior written consent, 's agreement to make the Optional Prepayment Amount shall not be deemed to have been paid to Lender until Loan at 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 interest rate(s) and on the day Borrower delivers the Optional Prepayment Amount to Lender. In the event Borrower delivers the Optional Prepayment Amount without an Optional Prepayment Notice, then the Optional Prepayment Date will be deemed to be the date that is five (5) Trading Days from the date that the Optional Prepayment Amount was delivered to Lender and Lender shall be entitled to exercise its conversion rights other terms set forth herein during such five (5) day period. In additionconstitutes adequate and valuable consideration, if Borrower delivers an Optional Prepayment Notice and fails to pay given individual weight by Borrower, for the Optional Prepayment Amount due to Lender within two (2) Trading Days following the Optional Prepayment Date, Borrower shall forever forfeit its right to prepay prepayment provisions set forth in this NoteSection 2.3(4).

Prepayment. Notwithstanding the foregoing, so long as Borrower has (a) This Note may be prepaid in whole but 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 so long as no Event of Default has occurred since the Effective Date (whether declared by Lender or undeclared and regardless of whether or not cured), then Borrower shall have the right, exercisable on in part at any time upon not less than five (5) Trading Days 10 days prior written notice to Lender to prepay the Outstanding Balance of this Note, in full, (in accordance with the terms of this Section 1.2. Any notice Section), provided that any such prepayment of all or any portion of the Principal Balance, whether voluntary or involuntary, shall be accompanied by (a) interest accrued to the date of prepayment hereunder on the principal amount prepaid, (an “Optional b) if such prepayment occurs prior to the Initially Scheduled Maturity Date, the Prepayment Notice”) shall be delivered to Lender at its registered address and shall state: (i) that Borrower is exercising its right to prepay this NoteAdjustment, and (iic) the date of prepayment, which shall be not less than five (5) Trading Days from the date of the Optional Prepayment Notice. On the date fixed for prepayment (the “Optional Prepayment Date”), Borrower shall make payment of the Optional Structuring Fee, to the extent not previously paid. As used herein, the term "Prepayment Amount (as defined below) Adjustment" means an amount to or upon the order of Lender as may be specified determined 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 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 period (the “Prepayment Premium”"Remaining Period") commencing on the prepayment date and ending on the Initially Scheduled Maturity Date, all 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 then Outstanding Balance number of this Note (days in Remaining Period, all divided by 360. The calculation of the “Optional Prepayment Amount”)Adjustment will be performed by Lender and will be binding on Borrower absent manifest error. In The Bank and Borrower agree that in the event Borrower delivers of a prepayment, the Optional Prepayment Amount cost to Lender will be difficult to ascertain and that the Prepayment Adjustment constitutes a reasonable estimate of such cost and is not a penalty. Accordingly, the parties agree that upon the occurrence of a prepayment of the Loan prior to the Optional Prepayment Date or without delivering an Optional Prepayment Notice to Lender as set forth herein without Lender’s prior written consentInitially Scheduled Maturity Date, the Optional Prepayment Amount Adjustment shall be due from Borrower and Lender shall not be deemed obligated to have been paid mitigate its costs to Lender until the Optional Prepayment Date. Moreover, in reduce such event the Optional Prepayment Liquidated Damages Amount will automatically be added to the Outstanding Balance of this Note on the day Borrower delivers the Optional Prepayment Amount to Lender. In the event Borrower delivers the Optional Prepayment Amount without an Optional Prepayment Notice, then the Optional Prepayment Date will be deemed to be the date that is five (5) Trading Days from the date that the Optional Prepayment Amount was delivered to Lender and Lender shall be entitled to exercise its conversion rights set forth herein during such five (5) day period. In addition, if Borrower delivers an Optional Prepayment Notice and fails to pay the Optional Prepayment Amount due to Lender within two (2) Trading Days following the Optional Prepayment Date, Borrower shall forever forfeit its right to prepay this Noteamount.

Prepayment. Notwithstanding From the foregoingClosing Date through and including September 7, so long as Borrower has not received a Lender Conversion Notice 2016 (as defined below) or a Redemption Notice (as defined below) from Lender where the applicable Conversion Shares have not yet been delivered and so long as no Event of Default has occurred since the Effective Date (whether declared by Lender or undeclared and regardless of whether or not cured"Prepayment Premium Period"), then Borrower shall have may prepay the rightLoan, exercisable on in whole but not in part, upon not less than five thirty (530) Trading Days days' prior written notice to Lender and upon payment of the Prepayment Premium, plus any and all accrued and unpaid 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 (30) days' prior written notice to Lender, Borrower may prepay the Outstanding Balance of this NoteLoan, in fullwhole but not in part, upon payment of any and all accrued and unpaid interest and any other amounts due and owing under the Loan Documents. If the Loan is prepaid, in accordance 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 this 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 condemnation or pursuant to Section 1.26.5, Borrower shall pay to Lender, in addition to all other amounts outstanding under the Loan Documents, the Prepayment Premium. Any 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 hereunder (an “Optional Prepayment Notice”) shall be delivered at any time prior to Lender the date of prepayment without prejudice to Borrower's right to deliver a prepayment notice at its registered address and shall state: some later date; provided, that (i) that Borrower is exercising its right to prepay this Noteshall 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) the date of prepayment, which shall be not less than five (5) Trading Days from the date of the Optional Prepayment Notice. On the date fixed for prepayment (the “Optional Prepayment Date”), Borrower shall make payment of the Optional Prepayment Amount (as defined below) to or upon the order of Lender as may be specified reimburse Lender, promptly on demand, for any reasonable out-of-pocket costs and expenses incurred by Lender in writing reliance on the revoked or extended notice, or in connection with the anticipated prepayment of the Loan. Borrower acknowledges that the Prepayment Premium required by this Section constitutes partial compensation to BorrowerLender for the cost of reinvesting the Loan proceeds and for the loss of the contracted rate of return on the Loan. If Borrower exercises its right to prepay this NoteFurthermore, Borrower shall make payment to Lender of an amount in cash equal to 110% (acknowledges that the “Prepayment Premium”) multiplied loss that may be sustained 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 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 compensate Lender for such loss. Borrower confirms that Lender's agreement to make the Loan at the interest rate and on the other terms set forth herein without constitutes adequate and valuable consideration, given individual weight by Borrower, for the prepayment provisions set forth in this Section 2.3(4). 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 prior written consent, 's agreement to make the Optional Prepayment Amount shall not be deemed to have been paid to Lender until Loan at 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 interest rate(s) and on the day Borrower delivers the Optional Prepayment Amount to Lender. In the event Borrower delivers the Optional Prepayment Amount without an Optional Prepayment Notice, then the Optional Prepayment Date will be deemed to be the date that is five (5) Trading Days from the date that the Optional Prepayment Amount was delivered to Lender and Lender shall be entitled to exercise its conversion rights other terms set forth herein during such five (5) day period. In additionconstitutes adequate and valuable consideration, if Borrower delivers an Optional Prepayment Notice and fails to pay given individual weight by Borrower, for the Optional Prepayment Amount due to Lender within two (2) Trading Days following the Optional Prepayment Date, Borrower shall forever forfeit its right to prepay prepayment provisions set forth in this NoteSection 2.3(4).

Prepayment. Notwithstanding (a) Buyer shall pay one hundred per cent (100%) of the foregoing, so long 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 Borrower has not received a Lender Conversion Notice (as defined below) or a Redemption Notice (as defined below) from Lender where prepayment for the applicable Conversion Shares have not yet been delivered and so long as no Event of Default has occurred since the Effective Date (whether declared by Lender or undeclared and regardless of whether or not cured), then Borrower shall have the right, exercisable on not 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) Trading Days prior written notice to Lender to prepay days of Seller’s invoice for the Outstanding Balance of this Notebalance. (c) If the amount paid by Buyer as prepayment for the Goods exceeds the amount due for the Delivered Quantity, in full, in accordance with this Section 1.2. Any notice of prepayment hereunder (an “Optional Prepayment Notice”) the Parties shall be delivered to Lender at its registered address and shall state: mutually agree if (i) that Borrower is exercising its right such difference between the amounts will be applied to prepay this Note, and future deliveries under a Contract or otherwise; or (ii) Seller shall reimburse Buyer such difference. (d) Should Buyer pay less than 100% of the date amount specified in Seller’s invoice according to Article 3.2.1 (a) above, Seller may, but shall not be obliged to, deliver a quantity of prepayment, which 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 Total Goods Value shall be paid by the Buyer in advance before the Goods dispatched from Manufacturer but in any case not less later than five (5) Trading within than 5 Business Days from after the date of the Optional Prepayment Notice. On Seller’s proforma invoice, 50 % - 95 % (as specified in the date fixed for prepayment (the “Optional Prepayment Date”), Borrower shall make payment proforma invoice) of the Optional Prepayment Amount (as defined below) to or upon the order of Lender as may Total Goods Value shall 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 paid by the then Outstanding Balance Buyer after the Goods dispatched from the Place of this Note (Shipment but in any case not later than 5 Business Days after date of ▇▇▇▇ of Lading issued at the “Optional Prepayment Amount”)Place of Shipment. In case the event Borrower delivers the Optional Prepayment Amount to Lender prior to the Optional Prepayment Date or without delivering an Optional Prepayment Notice to Lender as set forth herein without Lender’s prior written consent, the Optional Prepayment Amount shall not be deemed to have been paid to Lender until the Optional Prepayment Date. Moreover, in such event the Optional Prepayment Liquidated Damages Amount will automatically be added to the Outstanding Balance of this Note on the day Borrower delivers the Optional Prepayment Amount to Lender. In the event Borrower delivers the Optional Prepayment Amount without an Optional Prepayment Notice, then the Optional Prepayment Date will be deemed to be the date that is five (5) Trading Days from the date that the Optional Prepayment Amount was delivered to Lender and Lender shall be entitled to exercise its conversion rights set forth herein during such five (5) day period. In addition, if Borrower delivers an Optional Prepayment Notice and Buyer fails to pay the Optional Prepayment Amount due remaining amount of the Total Goods Value within 5 days as specified above, the Seller shall not be liable to Lender within two (2) Trading Days following deliver the Optional Prepayment Date, Borrower Goods to the Buyer and is entitled to retain the advance payment paid by the Buyer for compensation of the Seller’s expenses and/or losses. Transfer of title and risk shall forever forfeit its right occur after receiving 100% payment to prepay this Notethe Seller's bank account.

Prepayment. Notwithstanding (a) If the foregoingCompany desires to prepay any amount due hereunder (the "Prepayment Amount") prior to the Maturity Date, so long then the Company shall provide Cephalon with written notice thereof (the "Prepayment Notice"). For a period of ten (10) days following receipt of the Prepayment Notice, Cephalon shall have the option of converting such Prepayment Amount pursuant to Section 4 hereof. If Cephalon does not elect to convert such Prepayment Amount within the timeframe provided, then the Company shall be permitted to pay the Prepayment Amount, provided that the Company also pays to Cephalon at such time an amount equal to five percent (5%) of such Prepayment Amount. The Prepayment Amount, excluding such five percent payment amount, shall be applied first to costs and expenses due hereunder, then to accrued but unpaid interest, and thereafter to the Principal Amount hereof. The original Principal Amount as Borrower has not received a Lender Conversion Notice 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) or occurs within six (6) months following payment of a Redemption Notice (Prepayment Amount, which, if Cephalon had converted the Prepayment Amount and participated in the Change of Control Event as defined below) from Lender where a shareholder, would have resulted in a larger payment to Cephalon in respect of the applicable Conversion Shares have not yet been delivered and so long Common Stock received on the conversion of the Prepayment Amount as no Event of Default has occurred since compared to the Effective Date (whether declared by Lender or undeclared and regardless of whether or not cured)Prepayment Amount, then Borrower 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 right, exercisable on not less than five (5) Trading Days prior written notice to Lender to prepay the Outstanding Balance of this Note, in full, Prepayment Amount in accordance with this Section 1.2. Any notice 4 hereof as of prepayment hereunder (an “Optional Prepayment Notice”) shall be delivered the date such Change of Control Event was consummated and had Cephalon been required to Lender at its registered address and shall state: (i) that Borrower is exercising its right to prepay this Notefully participate in the Change of Control Event, and less (ii) the date Prepayment Amount. The term "Change of prepaymentControl Event" as used herein, which shall be not less than five mean (5x) Trading Days from the date liquidation, dissolution or winding up of the Optional Prepayment Notice. On the date fixed for prepayment Company, (the “Optional Prepayment Date”)y) a sale, Borrower shall make payment lease or transfer of all or substantially all of the Optional Prepayment Amount assets of the Company, or (as defined belowz) to any consolidation, merger, amalgamation, plan of arrangement or upon share exchange of the order Company in which the holders 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 Company's voting capital stock outstanding immediately prior to the Optional Prepayment Date such consolidation, merger, amalgamation, plan of arrangement 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. Moreovershare exchange do not, in the aggregate, hold a majority of the voting capital stock of the surviving or resulting entity outstanding immediately following such event the Optional Prepayment Liquidated Damages Amount will automatically be added to the Outstanding Balance consolidation, merger, amalgamation, plan of this Note on the day Borrower delivers the Optional Prepayment Amount to Lender. In the event Borrower delivers the Optional Prepayment Amount without an Optional Prepayment Notice, then the Optional Prepayment Date will be deemed to be the date that is five (5) Trading Days from the date that the Optional Prepayment Amount was delivered to Lender and Lender shall be entitled to exercise its conversion rights set forth herein during such five (5) day period. In addition, if Borrower delivers an Optional Prepayment Notice and fails to pay the Optional Prepayment Amount due to Lender within two (2) Trading Days following the Optional Prepayment Date, Borrower shall forever forfeit its right to prepay this Notearrangement or share exchange.

Prepayment. Notwithstanding 14.1 The Borrower may not prepay all or any part of the 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 principal of the applicable Conversion Shares have not yet been delivered and so long as no Event of Default has occurred since the Effective Loan B before its Due Date (whether declared by Lender a “Prepayment”). Provided, however, that this shall not apply if the Prepayment is made pursuant to Clause 13 or undeclared and regardless Clause 34, or if the Borrower, in accordance with the procedures set forth below, obtains the prior written approval of whether or not curedall 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”), then and the Agent. 14.2 If the Borrower desires to make a Prepayment, the Borrower shall have give a written notice to the rightAgent no later than ten (10) Business Days prior to the date the Borrower desires to make the Prepayment (the “Desired Prepayment Date”), exercisable on stating (a) the Drawdown Date, the Repayment Date and the principal amount of the 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 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 “Accrued Interest”), and (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, whereupon the Relevant Prepayment Lenders B shall notify the Agent no later than five (5) Trading Business Days prior written to the Desired Prepayment Date of whether or not they approve such Prepayment. If such notice by any of the Relevant Prepayment Lenders B does not reach the Agent by five (5) Business Days prior to Lender 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 prepay the Outstanding Balance 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 this Notethe Break Funding Cost no later than two (2) Business Days prior to the Desired Prepayment Date. After receiving such notice, in fullthe 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 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 “Discovery Date” in this Section 1.2Clause 14.4), 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. Any notice Provided, however, that this shall not apply if the Borrower additionally entrusts the Trustee with monies sufficient to satisfy the Trust Property Maintenance Standards in accordance with the provisions of prepayment hereunder the 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 “Optional Prepayment Notice”Application for Additional Entrustment of Funds) shall be delivered to Lender at its registered address and shall state: 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 the Prepayment no later than 11 a.m. on the Business Day immediately following the Discovery Date (if it discovers such fact). (ii) The 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 the Prepayment, (b) the interest on the principal amount subject to the Prepayment that Borrower is exercising its right to prepay this Notehas accrued by the date (inclusive) the Prepayment will be made (the “Accrued Interest”), and (iic) the date the Prepayment will be made. (iii) Each of prepaymentthe 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 made, and after receiving such notice, the Agent shall notify the Borrower of the same no later than one (1) 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 Discovery Date, in accordance with the provisions of Clause 18. 14.5 If the Borrower makes the Prepayment with respect to a part of the 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 shall be the Drawdown Date arrives last, in the whole or any part thereof in an amount not less than five (5) Trading Days from 100 million yen and in increments of 100 million yen sufficient to satisfy the date Trust Property Maintenance Standards, and if the repayment of all of the Optional Prepayment Notice. On the date fixed for prepayment (the “Optional Prepayment Date”), Borrower shall make payment of the Optional Prepayment Amount (as defined below) to or upon the order of Lender as may be specified by Lender Loan Receivables B 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 relation to the Optional Prepayment Individual Loan B of which the Drawdown Date or without delivering an Optional Prepayment Notice arrives last is still not sufficient to Lender as set forth herein without Lender’s prior written consent, satisfy 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 NoticeTrust Property Maintenance Standards, then the Optional Prepayment Date will be deemed to be the date that is five (5) Trading Days from the date that the Optional Prepayment Amount was delivered to Lender and Lender shall be entitled to exercise its conversion rights set forth herein during such five (5) day period. In addition, if Borrower delivers an Optional Prepayment Notice and fails to pay the Optional Prepayment Amount due to Lender within two (2) Trading Days following the Optional Prepayment Date, Borrower shall forever forfeit its right repay the Loan Receivables B in relation to prepay this Notethe Individual Loan B of which the 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 satisfy the Trust Property Maintenance Standards, and the same shall apply thereafter.

Prepayment. Notwithstanding If any of the foregoingfollowing occurs, so long 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 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 Tangshan Rongfeng 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 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 so long as no Event of Default has occurred since right to declare the Effective Date (whether declared by Lender or undeclared and regardless of whether or not cured), then Borrower shall have the right, exercisable on not less than five loan due early. (5) Trading Days prior written notice Xi’an TCH confirmed that, ZRIT has the right to Lender require Xi’an TCH to prepay repay all the Outstanding Balance principal and interest of the loan after 24 months of the establishment of the trust plan. Xi’an TCH shall not refuse such request with any reason and the principal and interest shall be calculated according to section 8.6 (1) of this Note, agreement. The right of ZRIT under this clause shall take precedence over other repayment of loan and interest clauses in full, in accordance with this Section 1.2. Any notice of prepayment hereunder the agreement. (an “Optional Prepayment Notice”6) shall be delivered to Lender at its registered address and shall state: (i) that Borrower is exercising its ZRIT has the right to prepay declare the loan due early if the borrower breaches this Note, and agreement or other documents signed by the parties. (ii7) ZRIT has the date of prepayment, which shall be not less than five (5) Trading Days from the date of the Optional Prepayment Notice. On the date fixed for prepayment (the “Optional Prepayment Date”), Borrower shall make payment of the Optional Prepayment Amount (as defined below) to or upon the order of Lender as may be specified by Lender in writing to Borrower. If Borrower exercises its right to prepay this Note, Borrower shall make payment to Lender of an amount in cash equal to 110% (declare the “Prepayment Premium”) multiplied by loan due early if the then Outstanding Balance of this Note (guarantor and mortgagor breach 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 that is five (5) Trading Days from the date that the Optional Prepayment Amount was delivered to Lender and Lender shall be entitled to exercise its conversion rights set forth herein during such five (5) day period. In addition, if Borrower delivers an Optional Prepayment Notice and fails to pay the Optional Prepayment Amount due to Lender within two (2) Trading Days following the Optional Prepayment Date, Borrower shall forever forfeit its right to prepay this Noteguarantee agreements.

Prepayment. Notwithstanding anything to the foregoingcontrary contained in this Note, so long as the Borrower has not received a Lender Notice of 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 so long as no Event of Default has occurred since the Effective Date (whether declared by Lender or undeclared and regardless of whether or not cured)Holder, then at any time during the period beginning on the Issue Date and ending on the Maturity Date, the Borrower shall have the right, exercisable on not less than five three (53) Trading Days prior written notice to Lender the Holder of the Note to prepay the Outstanding Balance of this Noteoutstanding Note (Purchase Price and accrued interest), in full, in accordance with this Section 1.21.9. Any notice of prepayment hereunder (an “Optional Prepayment Notice”) shall be delivered to Lender the Holder of the Note at its registered address and shall state: (i1) that the Borrower is exercising its right to prepay this the Note, and (ii2) the date of prepayment, prepayment which shall be not less more than five three (53) 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 Lender the Holder as may be specified by Lender the Holder in writing to Borrowerthe Borrower at least one (1) business day prior to the Optional Prepayment Date. If the Borrower exercises its right to prepay this the Note, the Borrower shall make payment to Lender the Holder 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 ) equal to the event Borrower delivers greater of (X) 130%, multiplied by the Optional Prepayment Amount to Lender prior sum of: (w) the purchase price of this Note, less any amount previously paid or converted, plus (x) accrued and unpaid interest on the unpaid principal amount of this Note to the Optional Prepayment Date or without delivering an Optional Prepayment Notice plus (y) Default Interest, if any, on the amounts referred 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 clauses (w) and (x) plus (z) any amounts owed to the Outstanding Balance of this Note on Holder pursuant to Sections 1.3 and 1.4(g) hereof, OR (Y) the day then current Principal Amount. If the Borrower delivers the Optional Prepayment Amount to Lender. In the event Borrower delivers the Optional Prepayment Amount without an Optional Prepayment Notice, then the Optional Prepayment Date will be deemed to be the date that is five (5) Trading Days from the date that the Optional Prepayment Amount was delivered to Lender and Lender shall be entitled to exercise its conversion rights set forth herein during such five (5) day period. In addition, if Borrower delivers an Optional Prepayment Notice and fails to pay the Optional Prepayment Amount due to Lender the Holder of the Note within two (2) Trading Days business days following the Optional Prepayment Date, the Borrower shall forever forfeit its right to prepay the Note pursuant to this Section 1.9. Upon receipt of an Optional Prepayment Notice, the Holder shall not be allowed to exercise its option to convert the Note. Should the Borrower fail to make payment for the Optional Prepayment Amount due within the detailed time listed above, the Holder shall again be allowed to convert the Note into shares at its own discretion.

Prepayment. Notwithstanding anything to the foregoingcontrary contained in this Note, so long as Borrower has not received a Lender Conversion Notice at any time during the period beginning on the Issue Date and ending on the date which is thirty (as defined below30) or a Redemption Notice (as defined below) from Lender where days following the applicable Conversion Shares have not yet been delivered and so long as no Event of Default has occurred since issue date, the Effective Date (whether declared by Lender or undeclared and regardless of whether or not cured), then Borrower shall have the right, exercisable on not less than five three (53) Trading Days prior written notice to Lender the Holder of the Note to prepay the Outstanding Balance of this Noteoutstanding Note (principal and accrued interest), in full, in accordance with this Section 1.21.9. Any notice of prepayment hereunder (an “Optional Prepayment Notice”) shall be delivered to Lender the Holder of the Note at its registered address addresses and shall state: (i1) that the Borrower is exercising its right to prepay this the Note, and (ii2) the date of prepayment, prepayment which shall be not less more than five three (53) 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 Lender the Holder as may be specified by Lender the Holder in writing to Borrowerthe Borrower at least one (1) business day prior to the Optional Prepayment Date. If the Borrower exercises its right to prepay this the Note, the Borrower shall make payment to Lender the Holder 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 ) equal to 125%, multiplied by the event Borrower delivers sum of: (w) the Optional Prepayment Amount to Lender prior 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 or without delivering an Optional Prepayment Notice plus (y) Default Interest, if any, on the amounts referred 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 clauses (w) and (x) plus (z) any amounts owed to the Outstanding Balance of this Note on Holder pursuant to Sections 1.3 and 1.4(g) hereof. If the day Borrower delivers the Optional Prepayment Amount to Lender. In the event Borrower delivers the Optional Prepayment Amount without an Optional Prepayment Notice, then the Optional Prepayment Date will be deemed to be the date that is five (5) Trading Days from the date that the Optional Prepayment Amount was delivered to Lender and Lender shall be entitled to exercise its conversion rights set forth herein during such five (5) day period. In addition, if Borrower delivers an Optional Prepayment Notice and fails to pay the Optional Prepayment Amount due to Lender the Holder of the Note within two (2) Trading Days 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 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 Second 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 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 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 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 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 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 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 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 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. Notwithstanding (a) At any time after the 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 Original Issuance Date and so long as provided that no Event of Default has occurred since occurred, the Effective Date (whether declared by Lender or undeclared and regardless of whether or not cured), then Borrower Maker shall have the right, exercisable on not less than five (5) Trading Days prior written notice to Lender right to prepay any portion of the Outstanding Balance of this Note, in full, in accordance with this Section 1.2. Any notice of prepayment hereunder at any time (an “Optional Prepayment NoticeRedemption”), by paying to the Holder a sum of money equal to one hundred percent (100%) shall of the Outstanding Balance amount to be delivered redeemed, together with a prepayment fee equal to Lender at its registered address ten percent (10%) of the Outstanding Balance amount to be prepaid, and shall state: 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 (i) that Borrower is exercising the “Redemption Amount”). The Maker’s election to exercise its right to prepay this Note, and must be by notice in writing (ii) “Notice of Redemption”). The Notice of Redemption shall specify the date of prepaymentfor such Optional Redemption (the “Redemption Payment Date”), which date shall be not less than five ten (510) Trading Days from after the date of the Optional Prepayment NoticeNotice 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 date fixed for prepayment (Redemption Payment Date, the “Optional Prepayment Date”)Redemption Amount, Borrower shall make payment less any portion of the Optional Prepayment Redemption Amount (as defined below) against which the Holder has exercised its conversion rights, shall be paid in good funds to or upon the order of Lender as may be specified by Lender in writing to BorrowerHolder. 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 that is five (5) Trading Days from the date that the Optional Prepayment Amount was delivered to Lender and Lender shall be entitled to exercise its conversion rights set forth herein during such five (5) day period. In addition, if Borrower delivers an Optional Prepayment Notice and Maker fails to pay the Optional Prepayment Redemption Amount due on the Redemption Payment Date as set forth therein, 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 Lender within 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 following Days) thereafter. (c) Except as otherwise provided elsewhere in this Note, the Optional Prepayment Date, Borrower shall forever forfeit its right to Maker may not prepay any portion of this Note.

Prepayment. Notwithstanding (a) The outstanding principal balance of the foregoingLoan may not be prepaid, so long as Borrower has not received a Lender Conversion Notice in whole or in part, prior to November 5, 2017 (as defined belowthe “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) or a Redemption Notice (as defined below) from Lender where and except for an acceleration due to Casualty/Condemnation Event at the applicable Conversion Shares have not yet been delivered and so long as Property when no Event of Default has occurred since exists), in addition to paying all other amounts due and payable under this Loan Agreement, Borrowers shall pay Lender the Effective 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 Lockout Expiration Date if (whether declared i) written notice (the “Prepayment Notice”) of such prepayment specifying the intended date of prepayment is received by Lender or undeclared and regardless of whether or not cured), then Borrower shall have the right, exercisable on not less than five 60 days prior to the date of such prepayment, and (5ii) Trading Days prior written notice such prepayment is accompanied by all interest accrued under this Loan Agreement and all other sums due under this Loan Agreement and any other Loan Document. No tender of a prepayment of the Loan shall be 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 Lender deliver a new Prepayment Notice to prepay the Outstanding Balance of this Note, in full, Loan in accordance with this Section 1.22.5 and (b) Borrowers shall pay to Lender upon demand any expenses of Lender attributable to Borrowers’ failure to have made the specified prepayment (including all internal and external attorneys’ fees and costs). Any notice No tender of a prepayment hereunder (an “Optional of the Loan that is made more than 30 days following the date specified in the Prepayment Notice”) Notice shall be delivered to Lender at its registered address and shall state: (i) that Borrower is exercising its right to prepay this Noteeffective, and Lender shall not be obligated to accept such prepayment. Partial prepayments of the 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. (iic) Notwithstanding anything to the 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 program sponsored by HUD. (d) From and after the Lockout Expiration Date, subject to the requirements set forth in Section 2.5(b), Borrowers may prepay the Loan in full and without payment of the Lockout Termination Fee. (e) If such acceleration is during any period when any Lockout Termination Fee is payable pursuant to the provisions of this Loan Agreement, then, in addition to all of the foregoing, the Lockout Termination Fee shall also then be immediately due and payable to the same end as though Borrowers were prepaying the entire Loan on the date of prepayment, which shall be not less than five (5) Trading Days from the date of the Optional Prepayment Notice. On the date fixed for prepayment (the “Optional Prepayment Date”), Borrower shall make payment of the Optional Prepayment Amount (as defined below) to or upon the order of Lender as may be specified by Lender in writing to Borrower. 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 that is five (5) Trading Days from the date that the Optional Prepayment Amount was delivered to Lender and Lender shall be entitled to exercise its conversion rights set forth herein during such five (5) day period. In addition, if Borrower delivers an Optional Prepayment Notice and fails to pay the Optional Prepayment Amount due to Lender within two (2) Trading Days following the Optional Prepayment Date, Borrower shall forever forfeit its right to prepay this Noteacceleration.

Prepayment. Notwithstanding The Company shall have the foregoingright at any time prior to the twelve month anniversary (the “Anniversary Date”) of the date of issuance of this Note, so long as Borrower 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 an amount equal to (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 received a Lender Conversion Notice (accrued as defined below) or a Redemption Notice (as defined below) from Lender where of the applicable Conversion Shares have not yet been delivered Optional Prepayment Date but would accrue on the principal to be repaid during the period beginning on the Optional Prepayment Date and so long as no Event of Default has occurred since ending on the Effective Anniversary Date (whether declared by Lender or undeclared and regardless of whether or not curedthe “Early Prepayment Price”). Following the Anniversary Date, then Borrower the Company shall have the right, exercisable on not less than five three (53) Trading Days prior written notice to Lender the Holder of the Note, to prepay all or some of the Outstanding Balance outstanding Principal Amount of this NoteNote 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, in fulltogether with the Early Prepayment Price, in accordance with this Section 1.2the "Prepayment Price"). Any notice of prepayment hereunder (an “Optional Prepayment Notice”) shall be delivered to Lender the Holder at its registered address and shall state: (i1) that Borrower the Company is exercising its right to prepay this the Note, (2) the Prepayment Amount, (3) the applicable Prepayment Price and (ii4) the date of prepayment, prepayment which shall be not less more than five three (53) Trading Days from the date of the Optional Prepayment Notice. On the date fixed for prepayment (the “Optional Prepayment Date”), Borrower the Company shall make payment of the Optional applicable Prepayment Amount (as defined below) Price to or upon the order of Lender the Holder as may be specified by Lender the Holder 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 Company at least one (the “Prepayment Premium”1) multiplied by the then Outstanding Balance of this Note (the “Optional Prepayment Amount”). In the event Borrower delivers the Optional Prepayment Amount to Lender business day prior to the Optional Prepayment Date or without delivering an Date. The Company covenants and agrees that it will honor all Notices of Conversion (as defined below) tendered from the time of delivery of the 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 through the date that is five (5) Trading Days from the date that the Optional Prepayment Amount was delivered to Lender all amounts owing thereon are due and Lender shall be entitled to exercise its conversion rights set forth herein during such five (5) day period. In addition, if Borrower delivers an Optional Prepayment Notice and fails to pay the Optional Prepayment Amount due to Lender within two (2) Trading Days following the Optional Prepayment Date, Borrower shall forever forfeit its right to prepay this Note.paid in full..

Prepayment. Notwithstanding At any time prior to the 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 so long as no date that an Event of Default has occurred since occurs under this Note, the Effective Date (whether declared by Lender or undeclared and regardless of whether or not cured), then Borrower shall have the right, exercisable on not less than five fifteen (515) Trading Days calendar days prior written notice to Lender the Holder of the Note, to prepay the Outstanding Balance of outstanding Principal Amount and interest then due under this Note, in full, Note in accordance with this Section 1.2Section. Any notice of prepayment hereunder (an “Optional Prepayment Notice”) shall be delivered to Lender the Holder of the Note at its registered address addresses and shall state: (i1) that the Borrower is exercising its right to prepay this the Note, and (ii2) the date of prepayment, prepayment which shall be not less than five fifteen (515) Trading Days calendar days from the date of the Optional Prepayment Notice. On the date fixed for prepayment Notice (the “Optional Prepayment Date”). On the Optional Prepayment Date, the Borrower shall make payment of the Optional Prepayment Amount (as defined below) amounts designated below to or upon the order of Lender the Holder as may be specified by Lender the Holder in writing to the Borrower. If the Borrower exercises its right to prepay the Note in accordance with this NoteSection 3, the Borrower shall make payment to Lender the Holder of an amount in cash equal to 110the sum of: (w) 100% (the “Prepayment Premium”) multiplied by the Principal Amount then Outstanding Balance of this Note outstanding plus (x) accrued and unpaid interest on the “Optional Prepayment Amount”). In the event Borrower delivers the Optional Prepayment Principal 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 If the Optional Prepayment Liquidated Damages Amount will automatically be added to the Outstanding Balance of this Note on the day Borrower delivers the Optional Prepayment Amount to Lender. In the event Borrower delivers the Optional Prepayment Amount without an Optional Prepayment Notice, then the Optional Prepayment Date will be deemed to be the date that is five (5) Trading Days from the date that the Optional Prepayment Amount was delivered to Lender and Lender shall be entitled to exercise its conversion rights set forth herein during such five (5) day period. In addition, if Borrower delivers an Optional Prepayment Notice and fails to pay the Optional Prepayment Amount applicable prepayment amount due to Lender within two (2) Trading Days following the Optional Prepayment DateHolder of the Note as provided in this Section, then the Borrower shall forever forfeit its right to prepay any part of the Note pursuant to this NoteSection 3. At any time after 12 months and no later than sixty (60) months from the commencement of the term and prior to an Event of default, if the Company’s publicly listed common stock close over $15 per share for a period of five (5) consecutive trading days, the Company may (upon its sole discretion), prepay up to 50% of the outstanding RC Note in restricted shares of the Company’s common stock, as prescribed under Rule 144, at a value equal to 15% greater than the average closing price of the Company’s common stock over the five (5) consecutive days above $15 per share. In the event the Company elects to prepay any outstanding amount in restricted stock, upon the removal of the restriction RC (or its designates) will be limited to selling no more than one sixth the amount of shares available from the lifting of the Rule 144 restriction over a single 30-day period.

Prepayment. Notwithstanding the 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 so long as no Event of Default has occurred since the Effective Date (whether declared by Lender or undeclared and regardless of whether or not cured), then Borrower shall have the right, exercisable on not less than five (5) Trading Days prior written notice to Lender to prepay the Outstanding Balance of this Note, in full, in accordance with this Section 1.2. Any notice of prepayment hereunder (an “Optional Prepayment Notice”) shall be delivered to Lender at its registered address and shall state: (i) Notwithstanding anything to the contrary contained herein, Borrower may obtain a Qualified Redevelopment Release at any time after the Effective Date, provided that all conditions to a Property Release are otherwise satisfied, including without limitation, Borrower’s payment to Administrative Agent, on behalf of the 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 is exercising its right may not prepay any portion of the Loan prior to prepay this NoteJuly 31, and 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 date sale or refinancing of prepayment, which shall be not less than five (5) Trading Days from a Non-Key Property or a Redevelopment Property and the date of related Property Release after the Optional Prepayment Notice. On the date fixed for prepayment (the “Optional Prepayment Date”), Borrower shall make payment of the Optional Prepayment Amount (as defined below) to or upon the order of Lender as may be specified by Lender in writing to Borrower. 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 that is five (5) Trading Days from the date that the Optional Prepayment Amount was delivered to Lender and Lender shall be entitled to exercise its conversion rights set forth herein during such five (5) day period. In addition, if Borrower delivers an Optional Prepayment Notice and fails to pay the Optional Prepayment Amount due to Lender within two (2) Trading Days following the Optional Prepayment Lockout Expiration Date, Borrower shall forever forfeit its 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 this Notethe outstanding principal of the Loan applicable to the Key Properties (except as expressly permitted herein in connection with a payoff of the entire indebtedness outstanding under the Loan after the Prepayment Lockout Expiration Date and the payment of the applicable Prepayment Premium).

Prepayment. Notwithstanding the 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 so long as no Event of Default has occurred since the Effective Date (whether declared by Lender or undeclared and regardless of whether or not cured), then Borrower shall have the rightright to prepay, exercisable on in full but not in part, the obligation evidenced by this Note upon giving (i) not less than five thirty (530) Trading Days days' prior written notice to Lender of Borrower's intention to so prepay the Outstanding Balance of this Note, 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) payment to Lender of the Prepayment Premium (as hereinafter defined), if any, then due to Lender as hereinafter provided. As used herein, the term "Prepayment Premium" shall mean the greater of (x) one percent (1.0%) of the 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 the Maturity 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 (b) of the immediately preceding sentence are to be computed on a monthly basis as of the date of prepayment, discounted at the yield to maturity of the U.S. Treasury Note or Bond that is closest in 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 not less than five designated by Lender) on the fifth (55th) Trading Days from business day preceding the date of the Optional Prepayment Noticeprepayment. On the date fixed for prepayment (the “Optional Prepayment Date”), Borrower shall make payment of the Optional Prepayment Amount (as defined below) to or upon the order of Lender as may be specified by Lender in writing to Borrower. If Borrower exercises its right obligated 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 date set forth in the Optional Prepayment Amount notice to Lender required hereinabove, after such notice has been delivered to Lender. In Notwithstanding the event Borrower delivers foregoing or any other provision herein to the Optional contrary, if the Lender elects to apply insurance proceeds, condemnation awards or any escrowed amounts, if applicable, to the reduction of the principal balance of this Note in the manner provided in the Security Deed (as hereinafter defined), no Prepayment Amount without an Optional Prepayment Notice, then the Optional Prepayment Date will be deemed to be the date that is five (5) Trading Days from the date that the Optional Prepayment Amount was delivered to Lender and Lender Premium shall be entitled to exercise its conversion rights set forth herein during due or payable as a result of such five (5) day period. In additionapplication, if Borrower delivers an Optional Prepayment Notice and fails to pay the Optional Prepayment Amount monthly installments due to Lender within two (2) Trading Days following the Optional Prepayment Date, Borrower and payable hereunder shall forever forfeit its right to prepay this Notebe reduced accordingly.

Prepayment. Notwithstanding anything to the foregoingcontrary contained in this Note, so long as the Borrower has not received a Lender Notice of 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 so long as no Event of Default has occurred since the Effective Date (whether declared by Lender or undeclared and regardless of whether or not cured)Holder, then at any time during the period beginning on the Issue Date and ending on the date which is one hundred eighty (180) days following the date hereof, the Borrower shall have the right, exercisable on not less than five three (53) Trading Days prior written notice to Lender the Holder of the Note to prepay the Outstanding Balance of this Noteoutstanding Note (principal and accrued interest), in full, in accordance with this Section 1.21.9. Any notice of prepayment hereunder (an “"Optional Prepayment Notice”") shall be delivered to Lender the Holder of the Note at its registered address addresses and shall state: (i1) that the Borrower is exercising its right to prepay this the Note, and (ii2) the date of prepayment, prepayment which shall be not less more than five three (53) 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 Lender the Holder as may be specified by Lender the Holder in writing to Borrowerthe Borrower at least one (1) business day prior to the Optional Prepayment Date. If the Borrower exercises its right to prepay this the Note, the Borrower shall make payment to Lender the Holder of an amount in cash (the "Optional Prepayment Amount") equal to 110% (the “Prepayment Premium”) 200%, multiplied by the sum of: (w) the then Outstanding Balance outstanding principal amount of this Note plus (x) accrued and unpaid interest on the “Optional Prepayment Amount”). In the event Borrower delivers the Optional Prepayment Amount to Lender prior unpaid principal amount of this Note to the Optional Prepayment Date or without delivering an Optional Prepayment Notice plus (y) Default Interest, if any, on the amounts referred 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 clauses (w) and (x) plus (z) any amounts owed to the Outstanding Balance of this Note on Holder pursuant to Sections 1.3 and 1.4(g) hereof. If the day Borrower delivers the Optional Prepayment Amount to Lender. In the event Borrower delivers the Optional Prepayment Amount without an Optional Prepayment Notice, then the Optional Prepayment Date will be deemed to be the date that is five (5) Trading Days from the date that the Optional Prepayment Amount was delivered to Lender and Lender shall be entitled to exercise its conversion rights set forth herein during such five (5) day period. In addition, if Borrower delivers an Optional Prepayment Notice and fails to pay the Optional Prepayment Amount due to Lender the Holder of the Note within two (2) Trading Days business days following the Optional Prepayment Date, the Borrower shall forever forfeit its right to prepay the Note pursuant to this NoteSection 1.9.

Prepayment. Notwithstanding The Company may, at its option, at any time elect to prepay to the foregoing, so long as Borrower has not received a Lender Conversion Notice Holders the Permitted Redemption Amount (as defined below) or a Redemption Notice (as defined below) from Lender where the applicable Conversion Shares have not yet been delivered and so long as no Event of Default has occurred since the Effective Date (whether declared by Lender or undeclared and regardless of whether or not cured), then Borrower on the Permitted Redemption Date, by prepaying the aggregate unpaid principal amount of the Notes, 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 Company shall have the right, exercisable on not less than five (5) Trading Days prior deliver written notice to Lender to prepay (the Outstanding Balance of this Note, in full, in accordance with this Section 1.2. Any notice of prepayment hereunder (an “Optional Prepayment Permitted Redemption Notice”) shall be delivered to Lender at its registered address and shall state: the Holders stating (i) that Borrower is exercising its right the Company elects to prepay this Notethe Notes pursuant to the Permitted Redemption, and (ii) the date of prepayment, which proposed Permitted Redemption Date. The Permitted Redemption Amount shall be not less than equal to (A) all or a portion of the unpaid outstanding principal amount of the Notes, (B) all accrued and unpaid interest with respect to such principal amount and all accrued and unpaid fees, and (C) all other amounts due under the Transaction Documents. The Company acknowledges and agrees that subsection (c) represents bargained for consideration in exchange for the right and privilege to prepay the Notes. During the five (5) Trading Days from Business Day period between when the date Company delivers the Permitted Redemption Notice until the Permitted Redemption Date the Holders shall have the right to convert the Notes pursuant to the terms and conditions of Section 4 below. A Permitted Redemption Notice delivered pursuant to this subsection shall be irrevocable. If the Optional Prepayment Notice. On borrower elects to prepay the date fixed for prepayment Notes pursuant to a Permitted Redemption under subsection (the “Optional Prepayment Date”a), Borrower then the Permitted Redemption Amount which is to be paid to the Holders on the Permitted Redemption Date shall make payment be redeemed by the Company on the Permitted Redemption Date, and the Company shall pay to the Holders on the Permitted Redemption Date, by wire transfer 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 Noteimmediately available funds, 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 Permitted Redemption 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 that is five (5) Trading Days from the date that the Optional Prepayment Amount was delivered to Lender and Lender shall be entitled to exercise its conversion rights set forth herein during such five (5) day period. In addition, if Borrower delivers an Optional Prepayment Notice and fails to pay the Optional Prepayment Amount due to Lender within two (2) Trading Days following the Optional Prepayment Date, Borrower shall forever forfeit its right to prepay this Note.

Prepayment. Notwithstanding (a) Payee is making the foregoingLoan at the Applicable Interest Rate in reliance upon the Maker's repayment of the Debt over the full stated term thereof. ▇▇▇▇▇ would not otherwise be willing to make the Loan but for Maker's covenant to repay the Loan over the full stated term. Accordingly, so long in order to insure that ▇▇▇▇▇ receives the full benefit of interest on the outstanding principal balance hereunder in accordance with the terms hereof, Maker will not prepay the principal balance hereunder prior to the Maturity Date except in accordance with the terms, and upon the payment of a certain additional prepayment consideration, as Borrower has not received a Lender Conversion Notice more particularly described below. (as defined belowb) or a Redemption Notice (as defined below) from Lender where the applicable Conversion Shares have not yet been delivered and so long as Provided no Event of Default has occurred since exists, the Effective Date principal balance of this Note may be prepaid, in whole or, in connection with a release of collateral under Section 61 of the Loan Agreement, in part, upon: (whether declared by Lender or undeclared and regardless of whether or not cured), then Borrower shall have the right, exercisable on i) not less than five (5) Trading Days 30 days prior written notice to Lender Payee specifying the scheduled payment date on which prepayment is to prepay be made (the Outstanding Balance "Prepayment Date"); (ii) payment of accrued interest to and including the Prepayment Date together with a payment of all interest which would have accrued on the principal balance of this Note 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 month (the "Shortfall Interest Payment"); (iii) payment of all other sums then due under this Note, the Loan Agreement, the Mortgage, the Assignment and the Other Security Documents; and (iv) payment of a prepayment consideration in an amount equal to the greater of: (A) one (1%) percent of the principal amount being prepaid; and (B) the present value of a series of payments each equal to the Payment Differential (hereinafter defined) and payable on each Monthly Payment Date over the remaining original term of this Note and on the Maturity Date discounted at the Reinvestment Yield (hereinafter defined) for the number of months remaining from the Prepayment Date to each such Monthly Payment Date and the Maturity Date. The term "Reinvestment Yield" as used herein shall be equal to the lesser of (1) the yield on the U.S. Treasury issue (primary issue) with a maturity date closest to the Maturity Date; and (2) the yield on the U.S. Treasury issue (primary issue) with a maturity equal to the remaining term of this Note, 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 five (5) Trading Days from the date of the Optional Prepayment Notice. On the date fixed for prepayment (the “Optional Prepayment Date”), Borrower shall make payment of the Optional Prepayment Amount (as defined below) to or upon the order of Lender as may be specified by Lender in writing to Borrower. 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 each such event the Optional Prepayment Liquidated Damages Amount will automatically be added to the Outstanding Balance of this Note yield being based 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 bid price for such issue as published in The Wall Street Journal on the date that is five 14 days prior to the Prepayment Date set forth in the Prepayment Notice (5or, if such bid price is not published on that date, the next preceding date on which such bid price is so published) Trading Days from the date that the Optional Prepayment Amount was delivered and converted to Lender and Lender a monthly compounded nominal yield. The term "Payment Differential" as used herein shall be entitled equal to exercise its conversion rights set forth herein during such five (5x) day period. In additionthe Applicable Interest Rate minus the Reinvestment Yield, if Borrower delivers an Optional Prepayment Notice divided by (y) 12 and fails to pay multiplied by (z) the Optional Prepayment Amount Principal Sum outstanding after application of the Monthly Payment due to Lender within two (2) Trading Days following the Optional Prepayment Date, Borrower shall forever forfeit its right to prepay this Note.on

Prepayment. Notwithstanding the 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 so So long as no Event of Default (as defined below) has occurred since the Effective Date (whether declared by Lender or undeclared and regardless of whether or not cured)occurred, then Borrower Company shall have the right, exercisable on not less than five twenty (520) Trading Days prior written notice to Lender Investor to prepay the Outstanding Balance (less such portion of the Outstanding Balance for which Company has received a Purchase Notice (as defined below) from Investor where the applicable Purchase Shares have not yet been delivered) of this NotePre-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 Lender at its registered address Investor in accordance with the notice provisions set forth in the Purchase Agreement and shall state: (i) that Borrower Company is exercising its right to prepay this NotePre-Paid Purchase, and (ii) the date of prepayment, which shall be not less than five twenty (520) Trading Days from the date of the Optional Prepayment Notice. On the date fixed for prepayment (the “Optional Prepayment Date”), Borrower Company shall make payment of the Optional Prepayment Amount (as defined below) to or upon the order of Lender Investor as may be specified by Lender Investor in writing to BorrowerCompany. For the avoidance of doubt, Investor shall be entitled to exercise its purchase rights in Section 3 until the Optional Prepayment Date. If Borrower Company exercises its right to prepay this NotePre-Paid Purchase, Borrower Company shall make payment to Lender Investor of an amount in cash equal to 110115% (the “Prepayment Premium”) multiplied by the then Outstanding Balance of this Note Pre-Paid Purchase being prepaid (the “Optional Prepayment Amount”). In the event Borrower Company delivers the Optional Prepayment Amount to Lender Investor prior to the Optional Prepayment Date or without delivering an Optional Prepayment Notice to Lender as set forth herein without Lender’s prior written consentDate, the Optional Prepayment Amount shall not be deemed to have been paid to Lender Investor 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 Company 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 twenty (520) Trading Days from the date that the Optional Prepayment Amount was delivered to Lender Investor and Lender Investor shall be entitled to exercise its conversion purchase rights set forth herein during such five twenty (520) day Trading Day period. In addition, if Borrower Company delivers an Optional Prepayment Notice and fails to pay the Optional Prepayment Amount due to Lender Investor within two twenty (220) Trading Days following the Optional Prepayment Date, Borrower Company shall forever forfeit its right to prepay this NotePre-Paid Purchase.

Prepayment. Notwithstanding the foregoing, so long as Borrower has not received a Lender Conversion Notice (as defined belowa) or a Redemption Notice (as defined below) from Lender where the applicable Conversion Shares have not yet been delivered and so long as no Event of Default has occurred since the Effective Date (whether declared by Lender or undeclared and regardless of whether or not cured), then Borrower The Company shall have the rightright at any time, exercisable on not less than five (5) upon ten Trading Days prior written Days' notice to Lender the Holders (a "Prepayment Notice" and the date such notice is received by the Holders, the "Notice Date"), to prepay the Outstanding Balance of this Noteprepay, in fullfull 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 accordance with lieu of interest (the "Prepayment Price"). The prepayment contemplated by this Section 1.2shall 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"). 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 five (5) Trading Days from the date If any portion of the Optional Prepayment Notice. On the date fixed for prepayment (the “Optional Prepayment Date”), Borrower shall make payment of the Optional Prepayment Amount (as defined below) to or upon the order of Lender as may be specified by Lender in writing to Borrower. 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 Price shall not be deemed to have been paid to Lender 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 Optional Prepayment Date. Moreover, Price plus all such interest is paid in such event the Optional Prepayment Liquidated Damages Amount will automatically be added to the Outstanding Balance of this Note on the day Borrower delivers the Optional Prepayment Amount to Lender. In the event Borrower delivers the Optional Prepayment Amount without an Optional Prepayment Notice, then the Optional Prepayment Date will be deemed to be the date that is five (5) Trading Days from the date that the Optional Prepayment Amount was delivered to Lender and Lender shall be entitled to exercise its conversion rights set forth herein during such five (5) day periodfull. In addition, if Borrower delivers an Optional any portion of the 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 Prepayment Price shall not have been paid in full. Notwithstanding anything herein to the contrary, the Holders may convert any portion of the outstanding principal amount of this Note which is subject to a Prepayment Notice and fails on or before the Prepayment Date. (c) If, prior to pay the Optional Prepayment Amount due to Lender 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 two five (25) Trading Days business days following the Optional Prepayment Datereceipt of such Excess Proceeds, Borrower 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 forever forfeit its right be applied first to prepay this Notethe payment of any accrued but unpaid interest on the Notes and then to the outstanding principal.

Prepayment. Notwithstanding 14.1 The Borrower may not prepay all or any part of the 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 principal of the applicable Conversion Shares have not yet been delivered and so long as no Event of Default has occurred since the Effective Loan A before its Due Date (whether declared by Lender a “Prepayment”). Provided, however, that this shall not apply if the Prepayment is made pursuant to Clause 13 or undeclared and regardless Clause 34, or if the Borrower, in accordance with the procedures set forth below, obtains the prior written approval of whether or not curedall 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”), then and the Agent. 14.2 If the Borrower desires to make a Prepayment, the Borrower shall have give a written notice to the rightAgent no later than ten (10) Business Days prior to the date the Borrower desires to make the Prepayment (the “Desired Prepayment Date”), exercisable on stating (a) the Drawdown Date, the Repayment Date and the principal amount of the Individual Loan A 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 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 “Accrued Interest”), and (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, whereupon the Relevant Prepayment Lenders A shall notify the Agent no later than five (5) Trading Business Days prior written to the Desired Prepayment Date of whether or not they approve such Prepayment. If such notice by any of the Relevant Prepayment Lenders A does not reach the Agent by five (5) Business Days prior to Lender 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 prepay the Outstanding Balance 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 this Notethe Break Funding Cost no later than two (2) Business Days prior to the Desired Prepayment Date. After receiving such notice, in fullthe 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 this Section 1.2. Any notice Clause 18, the total of prepayment hereunder (an “Optional Prepayment Notice”) shall be delivered the principal, the Accrued Interest and the Break Funding Cost in respect of the Loan A subject to Lender at its registered address and shall state: such Prepayment. 14.4 If it is found that (i) the Fixed Trust Property Value as of each Regular Collection Calculation Date cannot be maintained at an amount that Borrower is exercising its right to prepay this Notenot less than 101% of the Total Outstanding Balance A, and or (ii) the date Fixed Trust Property Value as of prepayment, which shall each Extraordinary Collection Calculation Date cannot be maintained at an amount that is not less than five the Total Outstanding Balance A, the Borrower shall make the Prepayment in accordance with the following procedures, no later than three (53) Trading Business Days from 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 “Discovery Date” in this Clause 14.4), with respect to all of the Optional Loan Receivables A or a part sufficient to satisfy the Trust Property Maintenance Standards. Provided, however, that this shall not 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 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 the Prepayment Notice. On no later than 11 a.m. on the Business Day immediately following the Discovery Date (if it discovers such fact). (ii) The 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 the Prepayment, (b) the interest on the principal amount subject to the Prepayment that has accrued by the date fixed for prepayment (inclusive) the Prepayment will be made (the “Optional Prepayment DateAccrued Interest”), Borrower shall make payment and (c) the date the Prepayment will be made. (iii) Each of the Optional Relevant Prepayment Amount Lenders A receiving the notice pursuant to the preceding Item (as defined belowi) shall notify the Agent of the Break Funding Cost in relation to or upon the order of such Relevant Prepayment 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% A no later than 12 p.m. on one (the “Prepayment Premium”1) multiplied by the then Outstanding Balance of this Note (the “Optional Prepayment Amount”). In the event Borrower delivers the Optional Prepayment Amount to Lender Business Day prior to the Optional date the Prepayment Date or without delivering an Optional Prepayment Notice to Lender as set forth herein without Lender’s prior written consentwill be made, and after receiving such notice, the Optional Prepayment Amount Agent shall not be deemed to have been paid to Lender until notify the Optional Prepayment Date. Moreover, in such event Borrower of the Optional Prepayment Liquidated Damages Amount will automatically be added same no later than one (1) Business Day prior to the Outstanding Balance of this Note on date the day Borrower delivers the Optional Prepayment Amount to Lender. In the event Borrower delivers the Optional Prepayment Amount without an Optional Prepayment Notice, then the Optional Prepayment Date will be deemed to be the date that is five made. (5iv) Trading Days from the date that the Optional Prepayment Amount was delivered to Lender and Lender The Borrower shall be entitled to exercise its conversion rights set forth herein during such five (5) day period. In addition, if Borrower delivers an Optional Prepayment Notice and fails to pay the Optional Prepayment Amount due total amount of the principal of the Loan A subject to Lender within two (2) Trading Days following Prepayment, and the Optional Prepayment Date, Borrower shall forever forfeit its right to prepay this Note.Accrued Interest and Break Funding Costs

Prepayment. Notwithstanding anything to the foregoingcontrary contained in this Note, so long as Borrower has not received a Lender Conversion Notice (as defined below) or a Redemption Notice (as defined below) from Lender where at any time, the applicable Conversion Shares have not yet been delivered and so long as no Event of Default has occurred since the Effective Date (whether declared by Lender or undeclared and regardless of whether or not cured), then Borrower shall have the right, exercisable on not less more than five (5) Trading Days ten-days’ prior written notice to Lender the Holder of the Note, to prepay the Outstanding Balance of this Noteoutstanding Note (principal and accrued interest), in full, in accordance with this Section 1.21.7. Any notice of prepayment hereunder (an “Optional Prepayment Notice”) shall be delivered to Lender the Holder of the Note at its registered address addresses and shall state: (i1) that the Borrower is exercising its right to prepay this the Note, and (ii2) the date of prepayment, prepayment which shall be not less more than five (5) Trading Days ten 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 order direction of Lender the Holder as may be specified by Lender the Holder in a writing to Borrowerthe Borrower (which direction shall be sent to the Borrower by the Holder at least one (1) business day prior to the Optional Prepayment Date). If the Borrower exercises its right to prepay this the Note, the Borrower shall make payment to Lender the Holder of an amount in cash equal to 110% (the “Prepayment Premium”) multiplied by the then Outstanding Balance 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”). In If the event Borrower delivers the Optional Prepayment Amount to Lender prior to the Optional Prepayment Date or without delivering an Optional Prepayment Notice to Lender as set forth herein without Lender’s prior written consent, the Optional Prepayment Amount shall not be deemed to have been paid to Lender until the Optional Prepayment Date. Moreover, in such event the Optional Prepayment Liquidated Damages Amount will automatically be added to the Outstanding Balance of this Note on the day Borrower delivers the Optional Prepayment Amount to Lender. In the event Borrower delivers the Optional Prepayment Amount without an Optional Prepayment Notice, then the Optional Prepayment Date will be deemed to be the date that is five (5) Trading Days from the date that the Optional Prepayment Amount was delivered to Lender and Lender shall be entitled to exercise its conversion rights set forth herein during such five (5) day period. In addition, if Borrower delivers an Optional Prepayment Notice and fails to pay the Optional Prepayment Amount due to Lender the Holder of the Note within two (2) Trading Days business days following the Optional Prepayment Date, the Borrower shall forever forfeit its right to prepay the Note pursuant to this NoteSection 1.7.

Prepayment. Notwithstanding The Loan or any portion thereof may be prepaid in full or in part without premium or penalty at any time if interest is accruing at the foregoing, so long as Borrower has not received a Lender Conversion Notice (as defined below) Variable Rate or a Redemption Notice (as defined below) from Lender where on the applicable Conversion Shares have not yet been delivered and so long as no Event last day of Default has occurred since the Effective Date (whether declared by Lender or undeclared and regardless of whether or not cured), then Borrower shall have the right, exercisable on not less than any Interest Period upon five (5) Trading Days days' prior written notice to Lender to prepay the Outstanding Balance holder of this Note, in full, in accordance with this Section 1.2. Prepayments at any other time shall be subject to the payment of a Prepayment Premium. Any notice partial prepayment of principal shall first be applied to 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 hereunder (an “Optional Prepayment Notice”) shall be delivered relieve Borrower of the obligation to pay each subsequent installment of principal when due. Borrower shall pay to Lender at its registered address all reasonable costs 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 five (5) Trading Days from the date of the Optional Prepayment Notice. On the date fixed for prepayment (the “Optional Prepayment Date”), Borrower shall make payment of the Optional Prepayment Amount (as defined below) to or upon the order of Lender as may be specified expenses incurred by Lender in writing to connection with such prepayment and such charges will be paid by Borrower whether payment is made voluntarily at Borrower. If Borrower exercises its right to prepay this Note, Borrower shall make 's option or involuntarily after Lender has made demand for payment to Lender after an Event of an amount in cash equal to 110% (the “Prepayment Premium”) multiplied by the then Outstanding Balance of this Note (the “Optional Prepayment Amount”)Default. In the event that interest is accruing hereunder at the LIBO Rate or a Bank Rate and Borrower delivers prepays the Optional Loan at any time other than at the end of an Interest Period, Borrower shall be required to pay a Prepayment Amount Premium (the "Prepayment Premium") to Lender prior in an amount computed as follows: the current Treasury Rate with a maturity date closest to the Optional last day of applicable Interest Period to which the prepayment is made shall be subtracted from the cost of funds component of the LIBO Rate in effect at the time of prepayment. If the result is zero or a negative number, there shall be no Prepayment Date or without delivering an Optional Prepayment Notice to Lender as set forth herein without Lender’s prior written consent, Premium. If 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 Noticeresult is a positive number, then the Optional Prepayment Date will resulting percentage shall be deemed multiplied by the amount of the principal balance being prepaid. The resulting amount shall be divided by 360 and multiplied by the number of days remaining in the Interest Period as to which the prepayment is made. Said amount shall be reduced to present value calculated by using the number of days remaining in the Interest Period and using the Treasury Rate. The resulting amount shall be the date that is five (5) Trading Days from the date that the Optional Prepayment Amount was delivered to Lender and Lender shall be entitled to exercise its conversion rights set forth herein during such five (5) day period. In addition, if Borrower delivers an Optional Prepayment Notice and fails to pay the Optional Prepayment Amount Premium due to Lender within two (2) Trading Days following upon prepayment of the Optional Loan. If by reason of an event of default Lender elects to declare this note to be immediately due and payable, then any Prepayment Date, Premium with respect to this note shall become due and payable in the same manner as though Borrower shall forever forfeit its had exercised such right to prepay this Noteof prepayment.

Prepayment. This Section 1.4 is in addition to any other prepayments of the Note provided in this Note. At any time after the Original Issuance Date and provided that no Event of Default has occurred, but subject in all cases to the terms of the Purchase Agreement, the Maker may prepay all (but not less than all) of the outstanding Principal, Interest, if any, and any other amounts due under this Note including any sums resulting from an Event of Default (together, the “Prepayment Sum”) upon at least 20 Trading Days’ written notice (the “Prepayment Notice Period”) to the Holder (the “Prepayment Notice”) by paying an amount equal to 110% of the Prepayment Sum (representing a 10% prepayment premium payable to the Holder); provided that (i) the Equity Conditions (other than clauses (c) and (q) thereof) are then met, and (ii) a Resale Registration Statement registering all of the Common Stock issuable under this Note shall have been declared effective and the prospectus contained in such Resale Registration Statement has been available for the public sale of such Common Stock for at least 30 calendar days. Notwithstanding any Prepayment Notice, the foregoingHolder shall have the right but not the obligation to convert up to 50% of the Notes into Common Stock following receipt of the Prepayment Notice. Whenever this Section 1.4 refers to the then Applicable Conversion Price, so long as Borrower has not received it shall be deemed to include a Lender lower Conversion Price including the Alternative Conversion Price and the adjustment caused by the Event Market Price. If the Maker elects to prepay this Note pursuant to the provisions of this Section 1.4, the Holder shall have the right, upon written notice to the Maker (a “Prepayment Conversion Notice”) provided to the Maker at any time beginning on the Holder’s receipt of the Prepayment Notice through and until prepayment is made hereunder, to convert up to 50% of the Prepayment Sum at the Conversion Price then in effect (as defined belowwhich includes the Alternative Conversion Price) or in accordance with the provisions of Article 3, specifying the amount that the Holder will convert. Upon mutual written consent of the Maker and the Holder, the balance of the Prepayment Sum may be converted at the same Conversion Price. Upon delivery of a Redemption Prepayment Notice, the Maker irrevocably and unconditionally agrees to, within 20 Trading Days of delivery of a Prepayment Notice: (i) prepay the Prepayment Sum minus any amounts which have been converted prior to the expiration of the Prepayment Notice and (as defined belowii) from Lender where issue the applicable Conversion Shares to the Holder in accordance with Article 3. The foregoing notwithstanding, the Maker may not deliver a Prepayment Notice with respect to any outstanding Prepayment Sum that is subject to a Conversion Notice delivered by the Holder in accordance with Article 3. Notwithstanding anything to the contrary contained herein, any prepayments made under this Note, including the provisions of this Section 1.4, shall be subject in all cases to the terms of the Purchase Agreement. If any of the Equity Conditions shall cease to be satisfied at any time during the Prepayment Notice Period (other than an Event of Default or clause (q) thereof), then the Holder may elect to nullify the Prepayment Notice by notice to the Company within three Trading Days after the first day on which any such Equity Condition has not been met (provided that if, by a provision of the Transaction Documents, the Company is obligated to notify the Holder of the non-existence of an Equity Condition, such notice period shall be extended to the third Trading Day after proper notice from the Company) in which case the Prepayment Notice shall be null and void, ab initio. The Company covenants and agrees that it will honor all Conversion Notices tendered from the time of delivery of the Prepayment Notice through the date all amounts owing thereon are due and paid in full. Subject to the terms and conditions hereof, prepayment under this Section 1.4 shall be made in cash, provided that if the Equity Conditions shall have not yet been delivered met and so long as no Event of Default has occurred since and is continuing without cure, such prepayment may instead be made in Conversion Shares determined by dividing the Effective Date (whether declared Prepayment Amount by Lender or undeclared and regardless the lower of whether or not cured), then Borrower shall have the right, exercisable on not less than five (5) Trading Days prior written notice to Lender to prepay the Outstanding Balance of this Note, in full, in accordance with this Section 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 Note95% of the Market Price as of the Prepayment Conversion Notice, and (ii) Conversion Price then in effect, or a combination of Conversion Shares and cash, as the date Maker and the Holder may mutually agree in writing. If an Event of prepaymentDefault has occurred, which the Maker’s ability to prepay the Note under this Section 1.4 in Conversion Shares shall be not less than five (5) Trading Days from the date of the Optional Prepayment Notice. On the date fixed for prepayment (the “Optional Prepayment Date”), Borrower shall make payment of the Optional Prepayment Amount (as defined below) to or upon the order of Lender as may be specified by Lender in writing to Borrower. 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 that is five (5) Trading Days from the date that the Optional Prepayment Amount was delivered to Lender and Lender shall be entitled to exercise its conversion rights set forth herein during such five (5) day period. In addition, if Borrower delivers an Optional Prepayment Notice and fails to pay the Optional Prepayment Amount due to Lender within two (2) Trading Days following the Optional Prepayment Date, Borrower shall forever forfeit its right to prepay this Noteterminated.

Prepayment. Notwithstanding the foregoing, so long as Borrower If Buyer has not received a Lender Conversion Notice applied for and been approved for NET 30 terms, prepayment is required prior to shipment. An electronic invoice will be issued prior to shipment and goods will ship upon receipt of payment, subject to Estimated Delivery Date(s) specified in the invoice and any applicable delays as described further under the sections titled Delivery, Title & Risk of Loss and Excusable Delays. NET 30: If buyer has applied and been approved for Net 30 terms, an invoice for products (as defined belowor materials) or a Redemption Notice and/or services will be issued at time of shipment. Payment in full is due within thirty (as defined below30) from Lender where the applicable Conversion Shares have not yet been delivered and so long as no Event of Default has occurred since the Effective Date (whether declared by Lender or undeclared and regardless of whether or not cured), then Borrower shall have the right, exercisable on not less than five (5) Trading Days prior written notice to Lender to prepay the Outstanding Balance of this Note, in full, in accordance with this Section 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 five (5) Trading Days days from the date of shipment and payable in United States Dollars, (USD). All remittances hereunder, including interest payments (if any), shall be made without deduction for exchange fluctuations, customs or foreign government assessments (taxes, stamps, or similar charges). Payments not received by Seller within thirty (30) days of the Optional Prepayment Notice. On shipment date shall be subject to a finance charge equal to the lesser of i) one and onehalf percent (1.5%) per month finance charge or ii) the maximum interest rate permissible under law, assessed against the unpaid balance from the date fixed for prepayment (of invoice until the “Optional Prepayment Date”), Borrower date payment is received by Seller. Any such interest rate assessed shall make payment not be a penalty and instead reflects a genuine pre-estimate of the Optional Prepayment Amount (actual loss Seller will suffer as defined below) to or upon the order a result of Lender as late payment by Buyer. Please note that for international shipments, a letter of credit may be specified by Lender in writing to Borrower. If Borrower exercises its right to prepay this Note, Borrower shall make payment to Lender required at the discretion of an amount in cash equal to 110% (the “Prepayment Premium”) multiplied by the then Outstanding Balance of this Note (the “Optional Prepayment Amount”)Seller. In the event Borrower delivers Buyer is in violation of the Optional Prepayment Amount to Lender prior to the Optional Prepayment Date foregoing terms of payment, 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 Seller shall reasonably doubt the Optional Prepayment Amount without an Optional Prepayment Noticefinancial responsibility of Buyer or Buyer’s ability to make payment in full hereunder, then the Optional Prepayment Date will be deemed Seller may decline to be the date that is five make further deliveries of product (5or materials) Trading Days from the date that the Optional Prepayment Amount was hereunder until such time as Buyer has provided Seller with reasonable assurances of performance hereunder (which may include delivery of cash or other security satisfactory to Seller). Buyer shall promptly (but in all events within thirty (30) days following request delivered to Lender Buyer) reimburse Seller for all collection and Lender shall be entitled attorneys’ fees incurred by Seller on past due accounts that are referred to exercise its conversion rights set forth herein during such five (5) day period. In additionan attorney, if Borrower delivers an Optional Prepayment Notice and fails to pay the Optional Prepayment Amount due to Lender within two (2) Trading Days following the Optional Prepayment Date, Borrower shall forever forfeit its right to prepay this Notecollection agent or other similar party for collection.

Prepayment. Notwithstanding 13.1 The Borrower may not prepay all or any part of the 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 principal of the applicable Conversion Shares have not yet been delivered and so long as no Event of Default has occurred since the Effective Loan before its Maturity Date (whether declared by Lender a “Prepayment”). Provided, however, that this shall not apply if the Prepayment is made in accordance with the provisions of Clause 10, or undeclared and regardless of whether or not cured), then Borrower shall have if the right, exercisable on not less than five (5) Trading Days prior written notice to Lender to prepay the Outstanding Balance of this Note, in fullBorrower, in accordance with this Section 1.2. Any 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 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 desire to prepay this Note(“Relevant Prepayment Lenders”), and (ii) the Agent. 13.2 If the Borrower desires to make a Prepayment, the Borrower shall give a written notice to the Agent by [ ] Business Days prior to the date of prepayment, which shall be not less than five (5) Trading Days from the date of Borrower desires to make the Optional Prepayment Notice. On the date fixed for prepayment (the “Optional Desired Prepayment Date”), Borrower shall make payment stating (a) the Drawdown Date, the Maturity Date and the principal amount of the Optional Prepayment Amount Loan the Borrower desires to prepay, (as defined belowb) to or upon the order of Lender as may be specified by Lender in writing to Borrower. If principal amount the Borrower exercises its right desires to prepay this Note(the all outstanding principal amount of such Loan or not less than [ ] hundred million yen, in increments of [ ] hundred million yen), (c) that the Borrower shall make payment to Lender of an amount will pay in cash equal to 110% full on the Desired Prepayment Date, the interest (the “Prepayment PremiumAccrued Interest”) multiplied on the principal amount desired to be prepaid that has accrued by the then Outstanding Balance Desired Prepayment Date (inclusive), and (d) the Desired Prepayment Date. After receiving notice from the Borrower, the Agent shall notify the Relevant Prepayment Lenders of items (a) through (d) of this Note (the “Optional Prepayment Amount”). In the event Borrower delivers the Optional Prepayment Amount to Lender Clause 13.2 by [ ] Business Days prior to the Optional Desired Prepayment Date, whereupon the Relevant Prepayment Lenders shall notify the Agent by [ ] Business Days prior to the Desired Prepayment Date of whether or without delivering an Optional not it approves such Prepayment. If such notice by any Relevant Prepayment Notice Lender does not reach the Agent by [ ] Business Days prior to the Desired Prepayment Date, it shall be deemed that the Relevant Prepayment Lender as set forth herein without Lender’s did not approve such Prepayment. The Agent shall judge the acceptability of the Prepayment by [ ] Business Days prior written consentto the Desired Prepayment Date, and notify the result to the Borrower and the Relevant Prepayment Lenders. 13.3 If the Prepayment is approved in accordance with Clause 13.2, the Optional Relevant Prepayment Amount Lenders shall not be deemed notify the Agent of the amount of the Break Funding Cost by [ ] Business Days prior to have been paid to Lender until the Optional Desired Prepayment Date. MoreoverAfter receiving such notice, the Agent shall notify the Borrower of the same by [ ] Business Days prior to the Desired Prepayment Date. The Borrower shall pay, in such event accordance with the Optional Prepayment Liquidated Damages Amount will automatically provisions of Clause 18, the total of the principal, the Accrued Interest and the Break Funding Cost in respect of the Loan to be added to the Outstanding Balance of this Note prepaid on the day Borrower delivers the Optional Prepayment Amount to Lender. In the event Borrower delivers the Optional Prepayment Amount without an Optional Prepayment Notice, then the Optional Prepayment Date will be deemed to be the date that is five (5) Trading Days from the date that the Optional Prepayment Amount was delivered to Lender and Lender shall be entitled to exercise its conversion rights set forth herein during such five (5) day period. In addition, if Borrower delivers an Optional Prepayment Notice and fails to pay the Optional Prepayment Amount due to Lender within two (2) Trading Days following the Optional Desired Prepayment Date, Borrower shall forever forfeit its right to prepay this Note.

Prepayment. Notwithstanding Except as provided herein, Borrower may not prepay this Note during the 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 first and second Loan Years. Commencing with the applicable Conversion Shares have not yet been delivered third Loan Year and so long as if no Event of Default has occurred since exists, Borrower may voluntarily prepay the Effective Date entire unpaid Principal Sum on any date on which a Monthly Installment is payable. Borrower must give Lender at least thirty (whether declared by Lender or undeclared and regardless of whether or not cured), then Borrower shall have the right, exercisable on not less than five (530) Trading Days days prior written notice of Borrower's intention to Lender prepay. Once given, such notice may not be withdrawn, and failure to prepay the Outstanding Balance of this Note, in full, in accordance with this Section 1.2. Any the 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) an Event of Default. The prepayment of the date of prepayment, which Principal Sum shall be not less than five (5) Trading Days from the date accompanied by a payment of all accrued and unpaid interest, an administrative fee of $4,000 plus a premium for prepayment. The amount of the Optional Prepayment Noticepremium shall be: three percent (3%) of the unpaid Principal Sum during the third and fourth Loan Years; two percent (2%) of the unpaid Principal Sum during the fifth and six Loan Years; and one percent (1%) of the unpaid Principal Sum during the seventh and all remaining Loan Years. On If the date fixed for 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 (the “Optional Prepayment Date”), and Borrower shall make payment pay to Lender, in addition to all other sums due as a result of the Optional Prepayment Amount acceleration, the 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 (as defined below10%) to or upon of the order of Lender as may be specified by Lender in writing to Borrowerunpaid Principal Sum. If Borrower exercises its right to prepay this Note, Borrower shall make 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 in cash equal to 110% (the “Prepayment Premium”) multiplied by which will amortize the then Outstanding Balance unpaid Principal Sum at the Interest Rate over the then remaining Number of this Note (the “Optional Prepayment Amount”)Monthly Installments. In the event Borrower delivers the Optional Prepayment Amount to Lender prior addition to the Optional Prepayment Date or without delivering an Optional Prepayment Notice to Lender as set forth herein without Lender’s prior written consent, the Optional Prepayment Amount shall not be deemed to have been paid to Lender until the Optional Prepayment Date. Moreover, in such event the Optional Prepayment Liquidated Damages Amount will automatically be added to the Outstanding Balance of this Note on the day Borrower delivers the Optional Prepayment Amount to Lender. In the event Borrower delivers the Optional Prepayment Amount without an Optional Prepayment Notice, then the Optional Prepayment Date will be deemed to be the date that is five (5) Trading Days from the date that the Optional Prepayment Amount was delivered to Lender and Lender shall be entitled to exercise its conversion rights set forth herein during such five (5) day period. In addition, if Borrower delivers an Optional Prepayment Notice and fails to pay the Optional Prepayment Amount due to Lender within two (2) Trading Days following the Optional Prepayment DateClosure Price, Borrower shall forever forfeit its right 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 prepay this Notean 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 paid by Borrower in connection with any Taking Proceeds or Insurance Proceeds.

Prepayment. Notwithstanding (a) If, as of the foregoinglast day of any Collection Period, so long the 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 Borrower has not received a Lender Conversion Notice of the Initial Cutoff Date and (as defined belowb) or a Redemption Notice (as defined below) from Lender where the applicable Conversion Shares have not yet been delivered and so long as no Event sum, for each Additional Contract Cutoff Date, of Default has occurred since the Effective Date (whether declared by Lender or undeclared and regardless Aggregate Principal Balances of whether or not cured)all Contracts that became Additional Contracts on such Additional Contract Cutoff Date, then Borrower the Depositor shall have the rightoption to purchase on the following Payment Date the Owner Trust Estate, exercisable other than the Collection Account, the 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 notify in writing the Owner Trustee, the Indenture Trustee and the Insurer no later than fifteen (15) days prior to the Payment Date on which such repurchase is to be effected (the "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 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 less be permitted to 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 Class A Note Balance and the Class B Note Balance PLUS all accrued but unpaid interest (including any overdue interest) on the Class A Notes PLUS all amounts due the Insurer under the Insurance Agreement and the Policy. Upon such payment, the Depositor shall succeed to and own all interests in and to the Owner Trust Estate other than five (5) Trading Days prior written notice the Collection Account, the Class A Note Payment Account, the Class B Note Payment, the Prefunding Account and the Reserve Account. Such payment amount, PLUS, to Lender to prepay the Outstanding Balance of this Noteextent necessary, all amounts in fullthe Collection Account, in accordance with this Section 1.2. Any notice of prepayment hereunder (an “Optional Prepayment Notice”) the Class A Note Payment Account, the Class B Note Payment Account, the Prefunding Account and the Reserve Account, shall be delivered used to Lender make payments in full to the Noteholders and the Insurer in the manner set forth in Article III of the Sale and Allocation Agreement. (b) If, at the time the Depositor exercises its registered address 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 the Owner Trustee and shall state: the Indenture Trustee on such Payment Date (i) a letter from an Independent investment bank or an Independent public accountant to the effect that Borrower is exercising its right the price paid by the Depositor for the Owner Trust Estate other than the Collection Account, 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 prepay this Note, and such purchase option represented a fair market price for such assets or (ii) the date of prepayment, which shall be not less than five (5) Trading Days a letter from the date of the Optional Prepayment Notice. On the date fixed for prepayment (the “Optional Prepayment Date”), Borrower shall make payment of the Optional Prepayment Amount (as defined below) to or upon the order of Lender as may be specified by Lender in writing to Borrower. 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 Rating Agencies 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 effect that no such event the Optional Prepayment Liquidated Damages Amount will automatically be added to the Outstanding Balance of this Note on the day Borrower delivers the Optional Prepayment Amount to Lender. In the event Borrower delivers the Optional Prepayment Amount without an Optional Prepayment Notice, then the Optional Prepayment Date will be deemed to be the date that letter is five (5) Trading Days from the date that the Optional Prepayment Amount was delivered to Lender and Lender shall be entitled to exercise its conversion rights set forth herein during such five (5) day period. In addition, if Borrower delivers an Optional Prepayment Notice and fails to pay the Optional Prepayment Amount due to Lender within two (2) Trading Days following the Optional Prepayment Date, Borrower shall forever forfeit its right to prepay this Noterequired.

Prepayment. Notwithstanding On the foregoinglast Business Day of any Settlement Period during the Revolving Period, the Transferor may cause the Trust to 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 Borrower has not received a Lender Conversion Notice as: (as defined belowi) no Early Amortization Event, Prospective Early Amortization Event or a Redemption Notice Accumulation Event would occur by reason of such Prepayment if the Prepayment occurred on the date the Transferor delivered the notice provided for in Section 9(b) below (as defined belowthe "PREPAYMENT NOTICE DATE"); (ii) from Lender where the applicable Conversion Shares have not yet been delivered and so long as no Early Amortization Event, Prospective Early Amortization Event of Default or Accumulation Event has occurred since and is continuing as of the Effective Date close of business on the Business Day immediately preceding the Prepayment Notice Date; (whether declared by Lender or undeclared and regardless of whether or not cured)iii) after giving effect to such Prepayment, then Borrower shall have as if it occurred on the rightPrepayment Notice Date, exercisable on not less than five the proportion that the Class A Invested Amount would bear to the Class B Invested Amount (5) Trading Days prior written notice assuming no Investor Funding Deficiencies with respect to Lender to prepay the Outstanding Balance of this Note, in full, in accordance with this Section 1.2. Any notice of prepayment hereunder (an “Optional Prepayment Notice”any Borrowing) shall be delivered the same as the proportion that the Maximum Invested Amount of Class A bears to Lender the Maximum Invested Amount of Class B; (iv) after giving effect to such Prepayment, as if it occurred on the Prepayment Notice Date, the sum of the Class B Invested Amount PLUS the Class C Invested Amount will be at its registered address and shall state: least equal to the Required Subordinated Amount; (iv) that Borrower is exercising its right if the Class A Invested Amount would equal zero after giving effect to prepay this Notesuch Prepayment, and (ii) as if it occurred on the date Prepayment Notice Date, no amount of prepayment, which such Prepayment shall be not less than five applied against the Class C Invested Amount unless the Class B Invested Amount would also equal zero after giving effect to such Prepayment; and (5vi) Trading Days from after giving effect to such Prepayment, as if it occurred on the date of the Optional Prepayment Notice. On the date fixed for prepayment (the “Optional Prepayment Date”), Borrower shall make payment of the Optional Prepayment Amount (as defined below) to or upon the order of Lender as may be specified by Lender in writing to Borrower. 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 consentDate, 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 requirements 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 Section 8(d) will be deemed to be the date that is five (5) Trading Days from the date that the Optional Prepayment Amount was delivered to Lender and Lender shall be entitled to exercise its conversion rights set forth herein during such five (5) day period. In addition, if Borrower delivers an Optional Prepayment Notice and fails to pay the Optional Prepayment Amount due to Lender within two (2) Trading Days following the Optional Prepayment Date, Borrower shall forever forfeit its right to prepay this Notesatisfied.

Prepayment. Notwithstanding the 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 so So long as no Event of Default (as defined below) has occurred since the Effective Date (whether declared by Lender or undeclared and regardless of whether or not cured)occurred, then Borrower Company shall have the right, exercisable on not less than five ten (510) Trading Days prior written notice to Lender Investor to prepay the Outstanding Balance (less such portion of the Outstanding Balance for which Company has received a Purchase Notice (as defined below) from Investor where the applicable Purchase Shares have not yet been delivered) of this NotePre-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 Lender at its registered address Investor in accordance with the notice provisions set forth in the Purchase Agreement and shall state: (i) that Borrower Company is exercising its right to prepay this NotePre-Paid Purchase, and (ii) the date of prepayment, which shall be not less than five ten (510) Trading Days from the date of the Optional Prepayment Notice. On the date fixed for prepayment (the “Optional Prepayment Date”), Borrower Company shall make payment of the Optional Prepayment Amount (as defined below) to or upon the order of Lender Investor as may be specified by Lender Investor in writing to BorrowerCompany. For the avoidance of doubt, Investor shall be entitled to exercise its purchase rights in Section 3 until the Optional Prepayment Date. If Borrower Company exercises its right to prepay this NotePre-Paid Purchase, Borrower Company shall make payment to Lender Investor of an amount in cash equal to 110% (the “Prepayment Premium”) multiplied by the then Outstanding Balance of this Note Pre-Paid Purchase being prepaid (the “Optional Prepayment Amount”). In the event Borrower Company delivers the Optional Prepayment Amount to Lender Investor prior to the Optional Prepayment Date or without delivering an Optional Prepayment Notice to Lender as set forth herein without Lender’s prior written consentDate, the Optional Prepayment Amount shall not be deemed to have been paid to Lender Investor 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 Company 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 ten (510) Trading Days from the date that the Optional Prepayment Amount was delivered to Lender Investor and Lender Investor shall be entitled to exercise its conversion purchase rights set forth herein during such five ten (510) day Trading Day period. In addition, if Borrower Company delivers an Optional Prepayment Notice and fails to pay the Optional Prepayment Amount due to Lender Investor within two ten (210) Trading Days following the Optional Prepayment Date, Borrower Company shall forever forfeit its right to prepay this NotePre-Paid Purchase.