Common use of Repayment Clause in Contracts

Repayment. Unless one or more Repayment Dates is specified above, this Note shall not be repayable at the option of the Holder on any date prior to the Stated Maturity specified above. If one or more Repayment Dates (or ranges of Repayment Dates) are so specified, this Note is subject to repayment on any such date (or during any such range) at the option of the Holder at a price equal to 100% of the principal amount hereof or, if this Note is a Discounted Note (as specified on the face hereof), the applicable Repayment Price specified on the face hereof (expressed as a percentage of the principal amount of this Note), together in the case of any such repayment with accrued interest to the Repayment Date, but interest installments whose Stated Maturity is prior to the Repayment Date shall be payable to the Holder of this Note, or one or more Predecessor Securities, of record at the close of business on the relevant Regular or Special Record Dates, all as provided in the Indenture. For this Note to be repaid at the option of the Holder, the Paying Agent must receive at least 30 days but not more than 60 days prior to the Repayment Date on which this Note is to be repaid, (a) appropriate wire transfer instructions and (b) either (i) this Note with the form entitled “Option to Elect Repayment” below duly completed or (ii) a telegram, telex, facsimile transmission or a letter from a member of a national securities exchange, or the Financial Industry Regulatory Authority, Inc. or a commercial bank or trust company in the United States setting forth the name of the Holder of this Note, the principal amount of this Note, the portion of principal amount of this Note to be repaid, the certificate number or a description of the tenor and terms of this Note, a statement that the option to elect repayment is being exercised thereby and a guarantee that this Note, together with the duly completed form entitled “Option to Elect Repayment” on this Note, shall be received by the Paying Agent not later than the fifth Business Day after the date of such telegram, telex, facsimile transmission or letter, provided, however, that such Note and form duly completed is received by the Paying Agent by such fifth Business Day. Exercise of the repayment option by the Holder shall be irrevocable. The repayment option with respect to this Note may be exercised by the Holder for less than the entire principal amount hereof, provided that the principal amount, if any, of this Note that remains outstanding after such repayment must be an authorized denomination as defined herein. The Company shall not be required to register the transfer or exchange of any Note following the receipt of a notice to repay a Note as described above. All questions as to the validity, eligibility (including time of receipt) and acceptance of any Note for repayment shall be determined by the Trustee, whose determination shall be final, binding and non-appealable. In the event of redemption or repayment of this Note in part only, a new Note or Securities of this series and of like tenor and for a principal amount equal to the unredeemed or unrepaid portion shall be delivered to the registered Holder upon the cancellation hereof. If this Note is an Amortizing Note as shown on the face hereof or in the pricing supplement attached hereto or delivered herewith, a portion or all of the principal amount of this Note is payable prior to the Stated Maturity Date in accordance with a schedule or by application of a formula.

Repayment. Unless one or more Repayment Dates is specified above, this Note The Withdrawn Advance Balance shall not be repayable at repaid by the option Recipient to the World Bank (together with any service charges accrued thereon) in accordance with the provisions of Article IV of the Holder Standard Conditions and the following provisions: (a) Refinancing under the Refinancing Agreement: If, on any date prior or before the Refinancing Date, a Refinancing Agreement has been executed by all of its parties, then the full amount of the Withdrawn Advance Balance shall be repaid to the Stated Maturity specified above. If one World Bank (together with any service charges accrued on the Advance to the date of repayment) as soon as the Refinancing Agreement becomes effective, by means of a withdrawal by the World Bank of an amount of the Refinancing Proceeds equivalent to the Withdrawn Advance Balance plus such service charges, in accordance with the provisions of the Refinancing Agreement. (b) Repayment in the absence of a Refinancing Agreement: If, on or more Repayment Dates (before the Refinancing Date, no Refinancing Agreement has been executed by all of its parties, or ranges of Repayment Dates) are so specifiedif, this Note is subject to repayment on any by such date or at any time thereafter, it has been so executed but terminates without becoming effective, then: (or during any such rangei) at if the option amount of the Holder at a price equal Withdrawn Advance Balance does not exceed $50,000, it shall be repaid by the Recipient to 100% of the principal amount hereof or, if this Note is a Discounted Note World Bank (as specified together with service charges accrued on the face hereof), the applicable Repayment Price specified on the face hereof (expressed as a percentage of the principal amount of this Note), together in the case of any such repayment with accrued interest Withdrawn Advance Balance to the Repayment Date, but interest installments whose Stated Maturity is prior date of repayment) on such date as the World Bank shall specify in a notice to the Repayment Date Recipient, which shall in no event be payable to the Holder of this Note, or one or more Predecessor Securities, of record at the close of business on the relevant Regular or Special Record Dates, all as provided in the Indenture. For this Note to be repaid at the option of the Holder, the Paying Agent must receive at least 30 days but not more earlier than 60 days prior to following the Repayment Date on which this Note is to be repaid, (a) appropriate wire transfer instructions and (b) either (i) this Note with the form entitled “Option to Elect Repayment” below duly completed or date of dispatch of such notice; and (ii) a telegramif the amount of the Withdrawn Advance Balance exceeds $50,000, telexit (together with service charges accrued on the Withdrawn Advance Balance to the Notice Date) (the “Aggregate Balance”) shall be paid by the Recipient to the World Bank in ten approximately equal semiannual installments, facsimile transmission or a letter from a member of a national securities exchange, or the Financial Industry Regulatory Authority, Inc. or a commercial bank or trust company in the United States setting forth amounts and on the name of dates (“Payment Dates”) which the Holder of this Note, the principal amount of this Note, the portion of principal amount of this Note to be repaid, the certificate number or a description of the tenor and terms of this Note, a statement that the option to elect repayment is being exercised thereby and a guarantee that this Note, together with the duly completed form entitled “Option to Elect Repayment” on this Note, World Bank shall be received by the Paying Agent not later than the fifth Business Day after the date of such telegram, telex, facsimile transmission or letter, provided, however, that such Note and form duly completed is received by the Paying Agent by such fifth Business Day. Exercise of the repayment option by the Holder shall be irrevocable. The repayment option with respect to this Note may be exercised by the Holder for less than the entire principal amount hereof, provided that the principal amount, if any, of this Note that remains outstanding after such repayment must be an authorized denomination as defined herein. The Company shall not be required to register the transfer or exchange of any Note following the receipt of specify in a notice to repay the Recipient. In no event shall the first Payment Date be set earlier than 60 days following the date (“Notice Date”) of dispatch of such notice. The Recipient shall pay a Note as described aboveservice charge on the Aggregate Balance at the rate of three-fourths of one percent (3/4 of 1%) per annum, payable in arrears on each Payment Date. All questions as to the validity, eligibility (including time of receipt) and acceptance of any Note for repayment The service charge shall be determined by the Trustee, whose determination shall be final, binding and non-appealable. In the event of redemption or repayment of this Note in part only, a new Note or Securities of this series and of like tenor and for a principal amount equal to the unredeemed or unrepaid portion shall be delivered to the registered Holder upon the cancellation hereof. If this Note is an Amortizing Note as shown computed on the face hereof or in the pricing supplement attached hereto or delivered herewith, a portion or all of the principal amount of this Note is payable prior to the Stated Maturity Date in accordance with a schedule or by application basis of a formula360-day year of twelve 30-day months.

Repayment. Unless one 2.1.1 Except as otherwise provided in this Agreement or more Repayment Dates is specified the Other Agreements, that portion of the Obligations consisting of: (1) the principal portion of the Loan shall be payable in full by Borrower to the Lender on or before the Maturity Date; (2) interest on the Loan shall be payable by Borrower to the Lender as set forth in Section 1.2.2 above; (3) all costs, fees and expenses payable pursuant to this Note Agreement and the Other Agreements shall not be repayable payable by Borrower to the Lender, or to such other Persons designated by Lender, on demand; and (4) the balance of the Obligations, if any, shall be payable by Borrower to the Lender on demand. All such payments to the Lender shall be payable at the option Lender’s principal office in Chicago, Illinois, or at such other place or places as the Lender may designate in writing to Borrowers. All such payments to Persons other than the Lender shall be payable at such place or places as Lender may designate in writing to Borrower. All such payments made to Lender shall be paid by Borrower without offset or other reduction. Notwithstanding subclauses (1) and (2) of this Section 2.1.1, should the Merger Closing Date not occur within fourteen (14) days after the date of this Agreement, Borrower shall repay all of the Holder Obligations owed to Lender, including, but not limited to, principal and accrued interest, without demand by Lender therefor. 2.1.2 When and as required hereunder, all payments to be made by the Borrower under this Agreement (whether principal, interest or otherwise) shall be made in Dollars, in immediately available funds. 2.1.3 If the due date of any payment under this Agreement would otherwise fall on a day that is not a Business Day, such due date shall be extended to the next succeeding Business Day, and interest shall be payable for the period of such extension. 2.1.4 Borrower may from time to time prepay all accrued and unpaid interest at any time, in whole or in part, without premium or penalty. After the one-year anniversary of the date of this Agreement, the unpaid principal balance and all accrued but unpaid interest and any and all other sums payable to any Lender hereunder may be prepaid at any time prior to the Stated applicable due date or the Maturity specified above. If one Date without premium or more Repayment Dates (or ranges of Repayment Dates) are so specified, penalty. 2.1.5 Each payment under this Note is subject to repayment on any such date (or during any such range) at the option of the Holder at a price equal to 100% of the principal amount hereof or, if this Note is a Discounted Note (as specified on the face hereof), the applicable Repayment Price specified on the face hereof (expressed as a percentage of the principal amount of this Note), together in the case of any such repayment with accrued interest Agreement shall be applied first to the Repayment Date, but payment of accrued and unpaid interest installments whose Stated Maturity is prior and thereafter to the Repayment Date payment of principal. 2.1.6 All payments to be made by the Borrower pursuant to this Agreement shall be payable made without condition or deduction for any counterclaim, defense, recoupment or setoff. Except as otherwise expressly provided herein, all payments by the Borrower hereunder shall be made to the Holder of this NoteLender to which such payment is owed, or one or more Predecessor Securities, of record at the close of business on the relevant Regular or Special Record Dates, all as provided in the Indenture. For this Note to be repaid at the option of the Holder, the Paying Agent must receive at least 30 days but not more than 60 days prior to the Repayment Date on which this Note is to be repaid, (a) appropriate wire transfer instructions and (b) either (i) this Note with the form entitled “Option to Elect Repayment” below duly completed or (ii) a telegram, telex, facsimile transmission or a letter from a member of a national securities exchange, or the Financial Industry Regulatory Authority, Inc. or a commercial bank or trust company in the United States setting forth the name of the Holder of this Note, the principal amount of this Note, the portion of principal amount of this Note to be repaid, the certificate number or a description of the tenor and terms of this Note, a statement that the option to elect repayment is being exercised thereby and a guarantee that this Note, together with the duly completed form entitled “Option to Elect Repayment” on this Note, shall be received by the Paying Agent not later than the fifth Business Day after the date of such telegram, telex, facsimile transmission or letter, provided, however, that such Note and form duly completed is received by the Paying Agent by such fifth Business Day. Exercise of the repayment option by the Holder shall be irrevocable. The repayment option with respect to this Note may be exercised by the Holder for less than the entire principal amount hereof, provided that the principal amount, if any, of this Note that remains outstanding after such repayment must be an authorized denomination as defined specified herein. The Company shall not be required to register the transfer or exchange of any Note following the receipt of a notice to repay a Note as described above. All questions as to the validity, eligibility (including time of receipt) and acceptance of any Note for repayment shall be determined by the Trustee, whose determination shall be final, binding and non-appealable. In the event of redemption or repayment of this Note in part only, a new Note or Securities of this series and of like tenor and for a principal amount equal to the unredeemed or unrepaid portion shall be delivered to the registered Holder upon the cancellation hereof. If this Note is an Amortizing Note as shown on the face hereof or in the pricing supplement attached hereto or delivered herewith, a portion or all of the principal amount of this Note is payable prior to the Stated Maturity Date in accordance with a schedule or by application of a formula.

Repayment. Unless one 5.1 Subject to Clauses 5.2 to 5.4, (a) the Loan (together with all interest accrued thereon and other amounts due or more Repayment Dates is specified above, this Note owing to the Lender in connection with the Loan) shall not be repayable in full by the Borrower on the Repayment Date and (b) the Lender and the Borrower acknowledge and agree that the Borrower does not have any other rights or obligations to prepay the Loan (or any portion of the Loan) prior to its Repayment Date. 5.2 Subject to Clause 5.5, the Loan may be prepaid at the option of the Holder Borrower, in whole, but not in part, on any date prior date, on giving not less than 1 nor more than 60 days' written notice (or such other period as may be agreed between the Borrower and the Lender) to the Stated Maturity specified above. If one or more Repayment Dates Lender, in substantially the form set out in Appendix 3 (or ranges Form of Repayment DatesPrepayment Notice and Certificate), in accordance with Clause 16 (Notices) are so specified(which notice shall be irrevocable) at its outstanding principal amount, this Note is subject together with interest accrued and unpaid, if any, to repayment on any such the date (or during any such range) fixed for prepayment, if a Taxation Event occurs.‌ 5.3 The Loan may be prepaid at the option of the Holder at a price equal Borrower in whole or in part on any date falling on or after the Prepayment Option Date on the Borrower's giving not less than 1 nor more than 60 days' written notice (or such other period as may be agreed between the Borrower and the Lender) to 100% the Lender, in substantially the form set out in Appendix 3 (Form of Prepayment Notice and Certificate), in accordance with Clause 16 (Notices) (which notice shall be irrevocable and shall oblige the Borrower to prepay the Loan on such date). On the date so fixed, the Borrower shall, subject to Clause 5.5, prepay all of the Loan at its outstanding principal amount hereof (or, if this Note is a Discounted Note so specified in the prepayment notice, the relevant part thereof) together with interest accrued thereon to the date fixed for prepayment. 5.4 Subject to Clause 5.5, the Borrower may, within 90 days of the occurrence of the relevant Capital Disqualification Event and on giving not less than 1 nor more than 60 days' written notice (or such other period as specified may be agreed between the Borrower and the Lender) to the Lender, in substantially the form set out in Appendix 3 (Form of Prepayment Notice and Certificate), in accordance with Clause 16 (Notices) (which notice shall, subject to Clause 5.5 be irrevocable), at its option, prepay all, but not some only, of the Loan at its outstanding principal amount, together with interest accrued and unpaid, if any, to the date fixed for prepayment.‌ 5.5 Unless the Loan has (or will have on the face hereof)date fixed for prepayment) ceased fully to qualify as part of the Borrower's regulatory capital, the applicable Repayment Price specified on Borrower may only exercise any right to prepay the face hereof Loan pursuant to this Clause 5 if the Borrower has first:‌ (expressed as a percentage of the principal amount of this Note), together a) in the case of any such repayment with accrued interest a prepayment pursuant to Clause 5.2 before the fifth anniversary of the Drawdown Date, demonstrated to the Repayment satisfaction of the Relevant Supervisor that the relevant Taxation Event is material and was not reasonably foreseeable on the Drawdown Date; (b) in the case of a prepayment pursuant to Clause 5.4 before the fifth anniversary of the Drawdown Date, but interest installments whose Stated Maturity is prior demonstrated to the Repayment Date satisfaction of the Relevant Supervisor that the relevant change in the regulatory classification of the Loan was not reasonably foreseeable on the Drawdown Date; and (c) in the case of all prepayments, obtained a Relevant Supervisory Consent. For these purposes, as between the Borrower and the Lender, the Borrower shall be payable deemed to have satisfied the Holder of this Note, or one or more Predecessor Securities, of record at the close of business on the relevant Regular or Special Record Dates, all as provided conditions set out in the Indenture. For this Note to be repaid at the option of the Holder, the Paying Agent must receive at least 30 days but not more than 60 days prior to the Repayment Date on which this Note is to be repaid, (a) appropriate wire transfer instructions and or (b) either above (ias applicable) this Note with for a prepayment pursuant to Clause 5.2 to 5.4 (as the form entitled “Option case may be) if it has obtained a Relevant Supervisory Consent pursuant to Elect Repayment” below duly completed or (iic) above and a telegram, telex, facsimile transmission or a letter from a member of a national securities exchange, or the Financial Industry Regulatory Authority, Inc. or a commercial bank or trust company in the United States setting forth the name certificate signed by two authorised signatories of the Holder of this Note, the principal amount of this Note, the portion of principal amount of this Note to be repaid, the certificate number or Borrower stating that it has obtained a description of the tenor and terms of this Note, a statement that the option to elect repayment is being exercised thereby and a guarantee that this Note, together with the duly completed form entitled “Option to Elect Repayment” on this Note, Relevant Supervisory Consent shall be received by the Paying Agent not later than the fifth Business Day after the date of such telegram, telex, facsimile transmission or letter, provided, however, that such Note conclusive and form duly completed is received by the Paying Agent by such fifth Business Day. Exercise of the repayment option by the Holder shall be irrevocable. The repayment option with respect to this Note may be exercised by the Holder for less than the entire principal amount hereof, provided that the principal amount, if any, of this Note that remains outstanding after such repayment must be an authorized denomination as defined herein. The Company shall not be required to register the transfer or exchange of any Note following the receipt of a notice to repay a Note as described above. All questions as to the validity, eligibility (including time of receipt) and acceptance of any Note for repayment shall be determined by the Trustee, whose determination shall be final, binding and non-appealable. In the event of redemption or repayment of this Note in part only, a new Note or Securities of this series and of like tenor and for a principal amount equal to the unredeemed or unrepaid portion shall be delivered to the registered Holder upon the cancellation hereof. If this Note is an Amortizing Note as shown on the face hereof or in the pricing supplement attached hereto or delivered herewith, a portion or all of the principal amount of this Note is payable prior to the Stated Maturity Date in accordance with a schedule or by application of a formulaLender.

Repayment. Unless one or more Repayment Dates is a. The Borrower/s agree and undertake to pay / repay all the Outstanding Amounts in relation to the Loan in such number of Monthly Installments, on the Due Date(s), as specified above, this Note in the Schedule. The Borrower/s shall ensure that there shall not be repayable at the option any delay or default in payment of the Holder on Outstanding Amounts, at any date prior to time during the Stated Maturity specified above. If one or more Repayment Dates (or ranges of Repayment Dates) are so specified, this Note is subject to repayment on any such date (or during any such range) at the option term of the Holder at a price equal to 100% Loan. b. The Monthly Installments shall consist of the principal amount hereof or, if this Note is a Discounted Note Principal Amount as well as the Interest (as specified on applicable) to be payable by the face hereof), the applicable Repayment Price specified on the face hereof (expressed as a percentage of the principal amount of this Note), together Borrower/s and in the case of any such repayment with accrued interest to the Repayment Datedelay or default, but interest installments whose Stated Maturity is prior to the Repayment Date appropriate Penal Interest shall also be payable to by the Holder of this Note, or one or Borrower/s as more Predecessor Securities, of record at the close of business on the relevant Regular or Special Record Dates, all as provided specifically detailed out in the Indenture. For this Note to be repaid at the option of the Holder, the Paying Agent must receive at least 30 days but not more than 60 days prior to the Repayment Date on which this Note is to be repaid, Clause 3(ii) hereto. c. Notwithstanding sub clause (a) appropriate wire transfer instructions above and (b) either (i) this Note with the form entitled “Option Schedule, the Lender shall have the right to Elect Repayment” below duly completed or (ii) a telegram, telex, facsimile transmission or a letter from a member of a national securities exchange, or review and revise the Financial Industry Regulatory Authority, Inc. or a commercial bank or trust company in the United States setting forth the name terms of the Holder payment of this Notethe Outstanding Amounts, from time to time, in such manner and to such extent as the Lender may, in its sole discretion, deem fit and proper, with prior written notice to the Borrower/s. In such event/s, the principal amount of this NoteBorrower/s shall pay / repay the Loan or any Outstanding Amount thereof, as per the portion of principal amount of this Note to be repaid, the certificate number or a description of the tenor and terms of this Note, a statement that the option to elect repayment is being exercised thereby and a guarantee that this Note, together with the duly completed form entitled “Option to Elect Repayment” on this Note, shall be received by the Paying Agent not later than the fifth Business Day after the date of such telegram, telex, facsimile transmission or letter, provided, however, that such Note and form duly completed is received by the Paying Agent by such fifth Business Day. Exercise of the repayment option by the Holder shall be irrevocable. The repayment option with respect to this Note may be exercised by the Holder for less than the entire principal amount hereof, provided that the principal amount, revised schedule if any, of this Note that remains outstanding after such repayment must be an authorized denomination as defined herein. The Company shall not be required to register the transfer or exchange of any Note following the receipt of a notice to repay a Note as described above. All questions as to the validity, eligibility (including time of receipt) and acceptance of any Note for repayment shall may be determined by the TrusteeLender. d. The Borrower/s shall pay the Monthly Installments and other monies, whose determination in respect of the Loan, through any one of the following modes – post-dated cheques (“PDC”) / the Electronic Clearing System (“ ECS”) / National Automated Clearing House (“NACH”) as notified by the Reserve Bank of India (“ ECS / NACH method”) / by deduction from the Borrower/s salary (“Salary Debit method”) / by directly paying amounts when due to the Lender (“Direct Payment method”) / by any other method, as may be acceptable to the Lender. e. In case of the PDC or ECS / NACH, the Borrower/s confirm that all the Borrower/s shall be finalpersonally liable for the dishonor of such PDCs or ECS / NACH, binding even though such cheque or ECS / NACH may be issued from the bank account of any one of the Borrower/s or any other Person. The Borrower/s further understand that in such event, the Lender shall be entitled to initiate action against all such drawer/s, for dishonor of such cheque or ECS / NACH, under Section 138 of Negotiable Instruments Act,1881 and non-appealable. In / or under Section 25 of Payment and Settlement Systems Act, 2007. f. The Borrower/s agree, confirm and acknowledge that it shall be their responsibility to ensure prompt and regular payment of the event of redemption due and payable Outstanding Amounts, including the Monthly Installments and no reminder or repayment of this Note in part only, a new Note or Securities of this series and of like tenor and for a principal amount equal intimation will be required to be given by Lender to the unredeemed or unrepaid portion shall be delivered Borrower/s regarding their obligation to the registered Holder upon the cancellation hereof. If this Note is an Amortizing Note as shown make such payments, regularly, on the face hereof or in the pricing supplement attached hereto or delivered herewith, a portion or all of the principal amount of this Note is payable prior to the Stated Maturity Date in accordance with a schedule or by application of a formulaDue Date(s).

Repayment. Unless one or more The Borrower hereby unconditionally promises to pay the Loans as follows: (i) to the Administrative Agent, for the account of each Lender of each Class, on each Repayment Dates is specified aboveDate in respect of such Lender, this Note shall not be repayable at the option an amount (subject to adjustment as provided in Section 2.09(g)) equal to 1/12th of the Holder aggregate principal amount of such Lender’s Syndicated Loans of such Class outstanding on the Existing Commitment Termination Date (with respect to the Non-Extending Lenders) or the Commitment Termination Date (with respect to the Extending Lenders) (in each case, after giving effect to any prepayment of Syndicated Loans of such Class on the Existing Commitment Termination Date or the Commitment Termination Date, as the case may be); provided that all Non-Extended Loans and Extended Loans outstanding on the Existing Maturity Date or the Maturity Date, respectively, shall be repaid on the Existing Maturity Date or the Maturity Date, respectively; (ii) to the Swingline Lender the then unpaid principal amount of each Swingline Loan of each Class, on each of the following days: (a) the Existing Commitment Termination Date, (b) the Commitment Termination Date and (c) the first date after such Swingline Loan is made that is the 15th or last day of a calendar month and is at least ten Business Days after such Swingline Loan is made; provided that on each date that a Syndicated Borrowing of such Class is made, the Borrower shall repay all Swingline Loans of such Class then outstanding. In addition, not less than five Business Days prior to the Stated Maturity specified above. If one or more Repayment Dates Commitment Termination Date, the Borrower shall deposit into the Letter of Credit Collateral Account (or ranges of Repayment Datesin accordance with Section 2.05(k)) are so specified, this Note is subject to repayment on any such date (or during any such range) at the option of the Holder at a price Cash in an amount equal to 100102% of the principal amount hereof or, if this Note is a Discounted Note (as specified on the undrawn face hereof), the applicable Repayment Price specified on the face hereof (expressed as a percentage of the principal amount of this Note), together in the case all Letters of any such repayment with accrued interest to the Repayment Date, but interest installments whose Stated Maturity is prior to the Repayment Date shall be payable to the Holder of this Note, or one or more Predecessor Securities, of record at Credit outstanding on the close of business on the relevant Regular or Special Record Dates, all as provided in the Indenture. For this Note to be repaid at the option of the Holder, the Paying Agent must receive at least 30 days but not more than 60 days date that is five Business Days prior to the Repayment Date on which this Note is Commitment Termination Date, such deposit to be repaid, (a) appropriate wire transfer instructions and (b) either (i) held by the Administrative Agent as collateral security for the LC Exposure under this Note with the form entitled “Option to Elect Repayment” below duly completed or (ii) a telegram, telex, facsimile transmission or a letter from a member of a national securities exchange, or the Financial Industry Regulatory Authority, Inc. or a commercial bank or trust company Agreement in the United States setting forth the name respect of the Holder of this Note, the principal amount of this Note, the undrawn portion of principal amount such Letters of this Note to be repaid, the certificate number or a description of the tenor and terms of this Note, a statement that the option to elect repayment is being exercised thereby and a guarantee that this Note, together with the duly completed form entitled “Option to Elect Repayment” on this Note, shall be received by the Paying Agent not later than the fifth Business Day after the date of such telegram, telex, facsimile transmission or letter, provided, however, that such Note and form duly completed is received by the Paying Agent by such fifth Business Day. Exercise of the repayment option by the Holder shall be irrevocable. The repayment option with respect to this Note may be exercised by the Holder for less than the entire principal amount hereof, provided that the principal amount, if any, of this Note that remains outstanding after such repayment must be an authorized denomination as defined herein. The Company shall not be required to register the transfer or exchange of any Note following the receipt of a notice to repay a Note as described above. All questions as to the validity, eligibility (including time of receipt) and acceptance of any Note for repayment shall be determined by the Trustee, whose determination shall be final, binding and non-appealable. In the event of redemption or repayment of this Note in part only, a new Note or Securities of this series and of like tenor and for a principal amount equal to the unredeemed or unrepaid portion shall be delivered to the registered Holder upon the cancellation hereof. If this Note is an Amortizing Note as shown on the face hereof or in the pricing supplement attached hereto or delivered herewith, a portion or all of the principal amount of this Note is payable prior to the Stated Maturity Date in accordance with a schedule or by application of a formulaCredit.

Repayment. Unless one 5.1. The Borrower shall repay the outstanding balance due by the Borrower / Facilities on the respective Due Dates. Notwithstanding anything contained in this Agreement, the Bank shall have the right to demand repayment of the outstanding balance due by the Borrower / Facilities, in whole or more Repayment Dates is specified abovein part, this Note at any point of time, irrespective of the Due Date(s). 5.2. In the event, any of the Facilities are granted on revolving basis then the Borrower shall not be repayable entitled, subject to Availability Period, Available Limits, no Event of Default having occurred and at the option discretion of the Holder on Bank, to redraw any date prior amount so repaid. 5.3. The Bank may, in its discretion and subject to no Event of Default having occurred and at the request of the Borrower, rollover/extend/continue the Facilities or any part thereof for such period as mentioned in Schedule I or as may be mutually agreed in writing and in such event all terms as applicable for such Facilities shall mutatis mutandis apply for the rollover/extended portion of the Facilities. 5.4. The Bank may at any time and from time to time, at its sole discretion, review or cancel the Facilities or any part thereof, with or without any reason and without notice to the Stated Maturity specified aboveBorrower and demand repayment along with all interest due and payable and all liabilities and other obligations of the Borrower thereunder to the Bank including interest, and other charges shall become due and payable by the Borrower immediately to the Bank. 5.5. If one or more Repayment Dates (or ranges the Due Date in respect of Repayment Dates) are so specified, this Note any amounts payable under the Facilities falls on a day which is subject to repayment on any such date (or during any such range) not a Business Day at the option of place where the Holder at a price equal to 100% of the principal amount hereof or, if this Note is a Discounted Note (as specified on the face hereof), the applicable Repayment Price specified on the face hereof (expressed as a percentage of the principal amount of this Note), together in the case of any such repayment with accrued interest to the Repayment Date, but interest installments whose Stated Maturity is prior to the Repayment Date shall be payable to the Holder of this Note, or one or more Predecessor Securities, of record at the close of business on the relevant Regular or Special Record Dates, all as provided in the Indenture. For this Note to be repaid at the option of the Holder, the Paying Agent must receive at least 30 days but not more than 60 days prior to the Repayment Date on which this Note payment is to be repaidmade, (a) appropriate wire transfer instructions the immediately preceding Business Day shall be the Due Date for such payment. 5.6. The Borrower agrees, declares and (b) either (i) this Note with confirms that, notwithstanding any of the form entitled “Option to Elect Repayment” below duly completed provisions of the Indian Contract Act, 1872 or (ii) a telegram, telex, facsimile transmission or a letter from a member of a national securities exchangeany other applicable law, or any terms and conditions to the Financial Industry Regulatory Authoritycontrary contained in this Agreement, Inc. the Bank may, at its absolute discretion, appropriate any payments made by the Borrower under this Agreement/any amounts realized by the Bank by enforcement of Security or a commercial bank or trust company otherwise, towards the dues payable by the Borrower to the Bank under any Transaction Document and/or other agreements entered into between the Borrower and the Bank and in any manner whatsoever. 5.7. Unless otherwise agreed by the United States setting forth Bank in writing, all monies payable by the name Borrower to the Bank shall be paid into the relevant Account through which the Borrower was allowed the operation of the Holder Facilities or to such other account(s) and mode as the Bank may notify to the Borrower or by RTGS (Real Time Gross Settlement), NEFT (National Electronic Fund Transfer) or by bank draft drawn in favour of this Notethe Bank on a scheduled bank and shall be so paid as to enable the Bank to realize, at par, the principal amount of this Note, on or before the portion of principal amount of this Note to be repaid, the certificate number or a description of the tenor and terms of this Note, a statement that the option to elect repayment is being exercised thereby and a guarantee that this Note, together with the duly completed form entitled “Option to Elect Repayment” on this Note, respective Due Date. Credit for all payments by bank draft shall be received by the Paying Agent not later than the fifth Business Day after the date of such telegram, telex, facsimile transmission given only on realization or letter, provided, however, that such Note and form duly completed is received by the Paying Agent by such fifth Business Day. Exercise of the repayment option by the Holder shall be irrevocable. The repayment option with respect to this Note may be exercised by the Holder for less than the entire principal amount hereof, provided that the principal amount, if any, of this Note that remains outstanding after such repayment must be an authorized denomination as defined herein. The Company shall not be required to register the transfer or exchange of any Note following the receipt of a notice to repay a Note as described above. All questions as to the validity, eligibility (including time of receipt) and acceptance of any Note for repayment shall be determined by the Trustee, whose determination shall be final, binding and non-appealable. In the event of redemption or repayment of this Note in part only, a new Note or Securities of this series and of like tenor and for a principal amount equal to the unredeemed or unrepaid portion shall be delivered to the registered Holder upon the cancellation hereof. If this Note is an Amortizing Note as shown on the face hereof or in the pricing supplement attached hereto or delivered herewithrelative Due Date, a portion or all of the principal amount of this Note whichever is payable prior to the Stated Maturity Date in accordance with a schedule or by application of a formulalater.

Repayment. Unless one If all or more Repayment Dates is specified above, this Note shall not be repayable at the option a portion of the Holder Reference Amount of any Reference Obligation is repaid or otherwise reduced (in the case of a Committed Obligation, only if the Reference Amount thereof is permanently reduced) (including, without limitation, through any exercise of any right of set-off, reduction, or counterclaim that results in the satisfaction of the obligations of such Reference Entity to pay any principal owing in respect of such Reference Obligation) on any date or prior to the Stated Maturity specified above. If one Scheduled Termination Date (the amount of such repayment or more Repayment Dates (or ranges of Repayment Dates) are so specifiedother reduction, this Note is subject to repayment on any such date (or during any such range) at a “Repayment”; the option portion of the Holder at related Reference Obligation so repaid or otherwise reduced, a price “Repaid Obligation”; and the date of such Repayment, the “Repayment Date”): (a) the Total Return Payment Date with respect to the Repaid Obligation will be the fifth Business Day next succeeding the last day of the Monthly Period in which the Repayment Date occurred; (b) as of the related Repayment Date, the Reference Amount of such Reference Obligation shall be decreased by an amount equal to 100% of the principal amount hereof or, if this Note is a Discounted Note (as specified on the face hereof), the applicable Repayment Price specified on the face hereof (expressed as a percentage of the principal amount of this Note), together the Repaid Obligation; and (c) the related Final Price of the Repaid Obligation shall be (i) in the case of any such repayment with accrued interest to the Repayment Date, but interest installments whose Stated Maturity is prior to the Repayment Date shall be payable to the Holder of this Note, or one or more Predecessor Securities, of record at the close of business on the relevant Regular or Special Record Dates, all as provided in the Indenture. For this Note to be repaid at the option of the Holder, the Paying Agent must receive at least 30 days but not more than 60 days prior to the Repayment Date on which this Note is to be repaid, (a) appropriate wire transfer instructions and (b) either (i) this Note with the form entitled “Option to Elect Repayment” below duly completed or (ii) a telegram, telex, facsimile transmission or a letter from a member of a national securities exchange, or the Financial Industry Regulatory Authority, Inc. or a commercial bank or trust company in the United States setting forth the name of the Holder of this Note, the principal amount of this NoteCommitted Obligation, the portion of principal the Reference Amount that is permanently reduced on such Repayment Date and (ii) in the case of a Term Obligation, the amount of this Note principal and premium in respect of principal paid by such Reference Entity on the Repaid Obligation to be repaid, the certificate number or a description of the tenor and terms of this Note, a statement that the option to elect repayment is being exercised thereby and a guarantee that this Note, together with the duly completed form entitled “Option to Elect Repayment” holders thereof on this Note, shall be received by the Paying Agent not such Repayment Date. No later than the fifth one Business Day after any Repayment Date, Citibank shall prepare and deliver to Counterparty a revised Annex I reflecting the date Reference Portfolio as of such telegram, telex, facsimile transmission or letter, provided, however, that such Note and form duly completed is received by the Paying Agent by such fifth Business Day. Exercise of the repayment option by the Holder shall be irrevocable. The repayment option with respect to this Note may be exercised by the Holder for less than the entire principal amount hereof, provided that the principal amount, if any, of this Note that remains outstanding after such repayment must be an authorized denomination as defined herein. The Company shall not be required to register the transfer or exchange of any Note following the receipt of a notice to repay a Note as described above. All questions as to the validity, eligibility (including time of receipt) and acceptance of any Note for repayment shall be determined by the Trustee, whose determination shall be final, binding and non-appealable. In the event of redemption or repayment of this Note in part only, a new Note or Securities of this series and of like tenor and for a principal amount equal to the unredeemed or unrepaid portion shall be delivered to the registered Holder upon the cancellation hereof. If this Note is an Amortizing Note as shown on the face hereof or in the pricing supplement attached hereto or delivered herewith, a portion or all of the principal amount of this Note is payable prior to the Stated Maturity Date in accordance with a schedule or by application of a formulaRepayment Date.

Repayment. Unless one All amounts owed by Borrower pursuant to the Note and this Agreement ("Obligation") are repayable on or more before the Repayment Dates is specified aboveDate, this Note shall not be repayable at as defined below, in United States Dollars by cashiers check made payable to Lender or as otherwise reasonably directed by Lender. a. All monies received by Borrower and/or Guarantors from the option production of the Holder on Picture and/or the exploitation of any date prior rights, titles and/or interests in and to the Stated Maturity specified above. If one or more Repayment Dates (or ranges of Repayment Dates) are so specifiedPicture shall be paid to Lender, this Note is subject to repayment on any such date (or during any such range) at until the option fill] amount of the Holder at a price equal Obligation has been paid in full. b. The Obligation shall be repaid without notice, request, and/or demand within eighteen (18) months from the Effective Date ("Repayment Date")• c. Without limiting Lender's right to 100% of the principal amount hereof or, if this Note is a Discounted Note (as specified receive payment any time on the face hereof)Repayment Date, the applicable Repayment Price specified on the face hereof (expressed as a percentage of the principal amount of this Note), together in the case of any such repayment with accrued interest time prior to the Repayment Date, but interest installments whose Stated Maturity is prior Lender shall have the unconditional and irrevocable right to demand full or partial repayment upon the Repayment occurrence of any of the following events ("Events of Default"): i. Any of Borrower's or Guarantors' tights, titles, and interests in the Picture lapse; ii. Borrower has insufficient monies to complete and deliver the Picture by the Outside Completion Date shall be payable and/or the cost to complete the Holder Picture on or before the Outside Completion Date exceeds the Approved Budget plus Contingency and/or Borrower are unable to fund the amounts in excess of this Notethe Approved Budget and Contingency; iii. Borrower or Guarantors sell, assign, convey, encumber, hypothecate, or one otherwise transfer or more Predecessor Securities, of record at the close of business on the relevant Regular or Special Record Dates, all as provided in the Indenture. For this Note to be repaid at the option alienate any of the Holdercollateral described in this Agreement, the Paying Agent must receive at least 30 days but not more than 60 days prior to the Repayment Date on which this Note is to be repaid, (a) appropriate wire transfer instructions and (b) either (i) this Note with the form entitled “Option to Elect Repayment” below duly completed or (ii) a telegram, telex, facsimile transmission or a letter from a member of a national securities exchange, Security Agreement or the Financial Industry Regulatory Authority, Inc. Mortgage of Copyright. iv Borrower or a commercial bank any Guarantor ceases to carry on its business or trust company in the United States setting forth the name of the Holder of this Note, the principal amount of this Note, the portion of principal amount of this Note to be repaid, the certificate number is wound up or a description of the tenor and terms of this Note, a statement that the option to elect repayment is being exercised thereby and a guarantee that this Note, together with the duly completed form entitled “Option to Elect Repayment” on this Note, shall be received by the Paying Agent not later than the fifth Business Day after the date of such telegram, telex, facsimile transmission or letter, provided, however, that such Note and form duly completed is received by the Paying Agent by such fifth Business Day. Exercise of the repayment option by the Holder shall be irrevocable. The repayment option with respect to this Note may be exercised by the Holder dissolved for less than the entire principal amount hereof, provided that the principal amount, if any, of this Note that remains outstanding after such repayment must be an authorized denomination as defined herein. The Company shall not be required to register the transfer or exchange of any Note following the receipt of a notice to repay a Note as described above. All questions as to the validity, eligibility (including time of receipt) and acceptance of any Note for repayment shall be determined by the Trustee, whose determination shall be final, binding and non-appealable. In the event of redemption or repayment of this Note in part only, a new Note or Securities of this series and of like tenor and for a principal amount equal to the unredeemed or unrepaid portion shall be delivered to the registered Holder upon the cancellation hereof. If this Note is an Amortizing Note as shown on the face hereof or in the pricing supplement attached hereto or delivered herewith, a portion or all of the principal amount of this Note is payable prior to the Stated Maturity Date in accordance with a schedule or by application of a formula.reason;

Repayment. Unless one or more Repayment Dates is specified above, this Note 6.1 The Borrower shall not be repayable at repay the option of the Holder Loan on any date prior to the Stated Maturity specified above. If one or more Repayment Dates (or ranges of Repayment Dates) are so specified, this Note is subject to repayment on any such date (or during any such range) at the option of the Holder at a price equal to 100% of the principal amount hereof or, if this Note is a Discounted Note (as specified on the face hereof), the applicable Repayment Price specified on the face hereof (expressed as a percentage of the principal amount of this Note), together demand and in the case of any such repayment with accrued interest to the Repayment Date, but interest installments whose Stated Maturity is prior to the Repayment Date shall be payable to the Holder of this Note, or one or more Predecessor Securities, of record at the close of business on the relevant Regular or Special Record Dates, all as provided in the Indenture. For this Note to be repaid at the option of the Holder, the Paying Agent must receive at least 30 days but not more than 60 days prior to the Repayment Date on which this Note is to be repaid, (a) appropriate wire transfer instructions and (b) either (i) this Note accordance with the form entitled “Option to Elect Repayment” below duly completed or (ii) a telegram, telex, facsimile transmission or a letter from a member of a national securities exchange, or the Financial Industry Regulatory Authority, Inc. or a commercial bank or trust company in the United States setting forth the name of the Holder of this Note, the principal amount of this Note, the portion of principal amount of this Note to be repaid, the certificate number or a description of the tenor and terms of this NoteAgreement. Credit for all payments by ▇▇▇▇▇▇, bank draft, RTGS will be given on realisation of the amount or the relative due date, whichever is later. Any payment which is due to be made on a statement day that the option to elect repayment is being exercised thereby and not a guarantee that this Note, together with the duly completed form entitled “Option to Elect Repayment” on this Note, Business Day shall be received made on the immediately preceding Business Day. 6.2 The Borrower agrees to accept the statement of account sent by the Paying Agent not later than Bank or by any other authorised representative of the fifth Bank as conclusive proof of the correctness of any sum claimed to be due by the Bank from the Borrower unless any discrepancy is highlighted by the Borrower within seven (7) Business Day after Days of receipt the statement. 6.3 The Bank may, in its discretion and subject to no Event of Default having occurred and is continuing and at the request of the Borrower, rollover/extend/continue the Facilities or any part thereof for such period and in such event all terms as applicable for such Facilities shall mutatis mutandis apply for the rollover/extended portion of the Facilities. 6.4 The Bank may at any time and from time to time, at its sole discretion, review the Facilities or any part thereof and demand repayment along with all interest due and payable and all liabilities and other obligations of the Borrower thereunder to the Bank including interest, and other charges shall become due and payable by the Borrower immediately to the Bank. 6.5 In case any Loan or part thereof is disbursed or converted into foreign currency, the Borrower shall, as may be required by the Bank, repay the Loan or any part thereof so disbursed or converted, in the same currency in which it has been disbursed/converted, as the case may be, or in the Indian Rupee equivalent of the amount disbursed/converted, as the case may be, under the Loan, as on the date of such telegram, telex, facsimile transmission or letter, provided, however, that such Note and form duly completed is received by the Paying Agent by such fifth Business Day. Exercise of the repayment option by the Holder shall be irrevocable. The repayment option with respect to this Note may be exercised by the Holder for less than the entire principal amount hereof, provided that the principal amount, if any, of this Note that remains outstanding after such repayment must be an authorized denomination as defined herein. The Company shall not be required to register the transfer or exchange of any Note following the receipt of a notice to repay a Note as described above. All questions as to the validity, eligibility (including time of receipt) and acceptance of any Note for repayment shall be determined by the Trustee, whose determination shall be final, binding and non-appealable. In the event of redemption or repayment of this Note in part only, a new Note or Securities of this series and of like tenor and for a principal amount equal to the unredeemed or unrepaid portion shall be delivered to the registered Holder upon the cancellation hereof. If this Note is an Amortizing Note as shown on the face hereof or in the pricing supplement attached hereto or delivered herewith, a portion or all of the principal amount of this Note is payable prior to the Stated Maturity Date in accordance with a schedule or by application of a formula.repayment

Repayment. Unless (a) No Repayments under Facility B are required prior to the Facility B Final Advance Date. On the last Business Day of each Fiscal Quarter commencing with the first Fiscal Quarter ending February 28, 2020, the Borrower shall make a Repayment under Facility B in an amount equal to two and one-half percent (2.5%) of the Outstanding Principal Amount under Facility B immediately following the said final Advance under Facility B; and the remaining balance of the Outstanding Principal Amount under Facility B shall be due and payable on the Maturity Date. (b) The following Repayments shall be required in addition to all other Repayments required under this Agreement: (i) If any Company receives net proceeds from a policy of insurance (other than from a liability insurance policy as a result of a legal claim or settlement of a lawsuit that one used to pay for settlement costs and legal expenses), the Borrower shall make a Repayment in an amount equal to such net proceeds within three (3) Business Days after such net proceeds are received, except to the extent that such proceeds are permitted to be retained as provided in Section 8.08. (ii) If any Company receives net proceeds from an Equity Issuance or a transaction involving the creation of Subordinated Debt (other than the issuance of Permitted Convertible Notes), within five (5) days after receipt of such net proceeds the Borrower shall make a Repayment in an amount equal to the portion of such net proceeds, except: (i) net proceeds from the Permitted Equity Issuance; and (ii) to the extent (if any) otherwise consented to in writing by the Agent upon the instructions of the Required Lenders acting reasonably. If any portion of such Repayment cannot be applied against the Outstanding Principal Amount until the maturity of one or more Repayment Dates is specified aboveoutstanding Bankers' Acceptances, this Note the Agent shall not be repayable at the option deposit such portion of the Holder on any date prior to the Stated Maturity specified above. If one or more Repayment Dates (or ranges of Repayment Dates) are so specified, this Note is subject to repayment on any such date (or during any such range) at the option of the Holder at a price equal to 100% of the principal amount hereof or, if this Note is a Discounted Note (as specified on the face hereof), the applicable Repayment Price specified on the face hereof (expressed as a percentage of the principal amount of this Note), together in the case of any such repayment with accrued interest to the Repayment Date, but interest installments whose Stated Maturity is prior to the Repayment Date shall be payable to the Holder of this Note, or one or more Predecessor Securities, of record at the close of business on the relevant Regular or Special Record Dates, all as provided an interest-bearing account in the Indenture. For this Note to be repaid at the option of the Holder, the Paying Agent must receive at least 30 days but not more than 60 days prior to the Repayment Date on which this Note is to be repaid, (a) appropriate wire transfer instructions and (b) either (i) this Note with the form entitled “Option to Elect Repayment” below duly completed or (ii) a telegram, telex, facsimile transmission or a letter from a member of a national securities exchange, or the Financial Industry Regulatory Authority, Inc. or a commercial bank or trust company in the United States setting forth the name of the Holder Borrower and apply such portion (including accrued interest thereon) against the Outstanding Principal Amount upon the maturity of this Notesuch Bankers' Acceptances. (iii) If any Company receives net proceeds equal to or greater than [Redacted: Threshold] from a transaction involving the sale, the principal amount leasing or other disposition of this Note, the portion of principal amount of this Note to be repaid, the certificate number any individual asset or a description group of related assets in one or a series of related transactions (other than sales in the tenor and terms ordinary course of this Notebusiness or the disposition of Investments permitted hereunder), a statement that the option to elect repayment is being exercised thereby and a guarantee that this Note, together with the duly completed form entitled “Option to Elect Repayment” on this Note, shall be received by the Paying Agent not later than the fifth Business Day within one hundred eighty (180) days after the date receipt of such telegram, telex, facsimile transmission or letter, provided, however, that such Note and form duly completed is received by net proceeds the Paying Agent by such fifth Business Day. Exercise of the repayment option by the Holder Borrower shall be irrevocable. The repayment option with respect to this Note may be exercised by the Holder for less than the entire principal amount hereof, provided that the principal amount, if any, of this Note that remains outstanding after such repayment must be make a Repayment in an authorized denomination as defined herein. The Company shall not be required to register the transfer or exchange of any Note following the receipt of a notice to repay a Note as described above. All questions as to the validity, eligibility (including time of receipt) and acceptance of any Note for repayment shall be determined by the Trustee, whose determination shall be final, binding and non-appealable. In the event of redemption or repayment of this Note in part only, a new Note or Securities of this series and of like tenor and for a principal amount equal to the unredeemed or unrepaid portion of such net proceeds which have not been applied to purchase similar assets (other than current assets). As used herein, "net proceeds" in respect of any above transaction means the gross amount payable in respect of such transaction less any Taxes, sales commissions and other reasonable expenses incurred in connection with the transaction, usual and reasonable adjustments in connection with the transaction and any other amount specifically approved in writing by the Required Lenders acting reasonably. (c) Each Repayment under paragraph (b) above shall be delivered applied against the Borrower's obligation to make the registered Holder remaining scheduled Repayments under Facility B in reverse chronological order. In addition, if a Repayment is required under paragraph (b) above and all Obligations under Facility B have been repaid in full, such Repayment shall be applied against the Outstanding Principal Amount under Facility A, but for greater certainty such Repayment shall not reduce the Facility A Maximum Amount and the Borrower shall thereafter be entitled to receive further Advances under Facility A upon the cancellation hereof. If this Note is an Amortizing Note as shown on the face hereof or in the pricing supplement attached hereto or delivered herewith, a portion or satisfaction of all of the principal amount of this Note is payable prior to the Stated Maturity Date in accordance with a schedule or by application of a formulaapplicable conditions precedent.

Repayment. Unless one or more Repayment Dates is specified above, this Note shall not be repayable at the option of the Holder on any date prior to the Stated Maturity specified above. If one or more Repayment Dates (or ranges of Repayment Dates) are so specified, this Note is subject to repayment on any such date (or during any such range) at the option of the Holder at a price equal to 100% of the principal amount hereof or, if this Note is a Discounted Note (as specified on the face hereof), the applicable Repayment Price specified on the face hereof (expressed as a percentage of the principal amount of this Note), together in the case of any such repayment with accrued interest to the Repayment Date, but interest installments whose Stated Maturity is prior to the Repayment Date shall be payable to the Holder of this Note, or one or more Predecessor Securities, of record at the close of business on the relevant Regular or Special Record Dates, all as provided in the Indenture. For this Note to may be repaid at the option of the HolderHolder of such Note in whole or in part on any Optional Repayment Date specified on the face hereof, provided that the Paying Fiscal Agent must receive receives, at least 30 days 45 but not more than 60 days prior to the Repayment Date on which this Note is to be repaiddate fixed for repayment, (a) appropriate wire transfer instructions and (b) either unless otherwise provided in the relevant Pricing Supplement, (i) this such Note with the form entitled “Option to Elect Repayment” below on the reverse thereof duly completed completed, or (ii) a telegram, telex, facsimile transmission or a letter from a member of a national securities exchange, exchange or the Financial Industry Regulatory AuthorityNational Association of Securities Dealers, Inc. or a commercial bank or trust company in the United States setting forth the name of the Holder of this such Note, the principal amount of this Note, the portion of principal amount of this such Note to be repaid, the certificate number or a description of the tenor and terms of this such Note, a statement that the option to elect repayment is being exercised thereby and a guarantee that this Note, together the Note to be repaid with the duly completed form entitled “Option to Elect Repayment” on this Note, shall the reverse of the Note duly completed will be received by the Paying Fiscal Agent not later than the fifth five Business Day Days after the date of such telegram, telex, facsimile transmission or letter. Upon surrender of any Note for repayment, provided, however, that such Note shall become due and form duly completed is received by payable on the Paying date of repayment (herein called the “repayment date”), and the Fiscal Agent by shall pay such fifth Business Day. Exercise of Note on the repayment option by date at a price equal to (i) in the Holder shall be irrevocable. The case of a Note other than an Original Issue Discount Note, the Optional Repayment Price applicable to such repayment option with respect to this Note may be exercised by the Holder for less than the entire principal amount hereof, provided that the principal amountdate plus interest, if any, accrued to the date of this Note that remains outstanding after such repayment must be an authorized denomination or (ii) in the case of OID Notes, the Amortized Face Amount thereof (as defined hereinabove). The Company shall not be required to register the transfer or exchange of If any Note following is to be repaid only in part, the receipt Holder of a notice such Note shall specify the portion thereof to repay a be repaid and shall surrender such Note as described above. All questions as to the validityFiscal Agent, eligibility (including time and the Fiscal Agent shall complete, authenticate and deliver to the Holder of receipt) and acceptance of any Note for repayment shall be determined by the Trusteesuch Note, whose determination shall be final, binding and non-appealable. In the event of redemption or repayment of this Note in part onlywithout service charge, a new Note or Securities Notes, of this series and of like tenor and for any authorized denomination as requested by such Holder, in a principal amount equal to and in exchange for the unredeemed or unrepaid portion shall be delivered to the registered Holder upon the cancellation hereof. If this Note is an Amortizing Note as shown on the face hereof or in the pricing supplement attached hereto or delivered herewith, a portion or all of the principal amount of this Note is payable prior to the Stated Maturity Date in accordance with a schedule or by application of a formulaso surrendered.

Repayment. Unless one or more Repayment Dates If no repayment right is specified aboveset forth on the face hereof, this Note shall may not be repayable repaid at the option of the Holder hereof prior to the Stated Maturity Date. If a repayment right is granted on the face of this Note, this Note may be subject to repayment at the option of the Holder on any date prior to Interest Payment Date on and after the Stated Maturity date, if any, indicated on the face hereof (each, a "Repayment Date"). On any Repayment Date, unless otherwise specified above. If one or more Repayment Dates (or ranges of Repayment Dates) are so specifiedon the face hereof, this Note is subject shall be repayable in whole or in part in increments equal to repayment on the Authorized Denominations (provided that any such date (or during any such rangeremaining Principal Amount hereof shall be at least equal to the Authorized Denomination) at the option of the Holder hereof at a price the Repayment Price equal to 100% the percentage of the principal amount hereof or, if this Note is a Discounted Note (as Principal Amount to be repaid specified on the face hereof), the applicable Repayment Price specified on the face hereof (expressed as a percentage of the principal amount of this Note), together in the case of any such repayment with accrued interest thereon payable to the Repayment Date, but interest installments whose Stated Maturity is prior to the Repayment Date shall be payable to the Holder of this Note, or one or more Predecessor Securities, of record at the close of business on the relevant Regular or Special Record Dates, all as provided in the Indenture. For this Note to be repaid in whole or in part at the option of the HolderHolder hereof, the Indenture Trustee (or the Paying Agent on behalf of the Indenture Trustee) must receive receive, at least 30 days but its Corporate Trust Office, or at such other place or places of which the Trust shall from time to time notify the Holder of this Note, not more than 60 seventy-five (75) nor less than thirty (30) days prior to a Repayment Date, shown on the Repayment Date on which face of this Note is to be repaidNote, (a) appropriate wire transfer instructions and (b) either (i) this Note with the form entitled “"Option to Elect Repayment” below ", attached hereto, duly completed by the Holder or (ii) a telegram, telex, facsimile transmission or a letter from a member of a national securities exchange, exchange or the Financial Industry Regulatory AuthorityNational Association of Securities Dealers, Inc. or a commercial bank or a trust company in the United States setting forth the name of the Holder holder of this Note, the principal amount of this Note, the portion of principal amount of this Note to be repaidhereof, the certificate number of this Note or a description of the this Note's tenor and terms of this Noteterms, the principal amount hereof to be repaid, a statement that the option to elect repayment is being exercised thereby and a guarantee that this Note, together with the duly completed form entitled “"Option to Elect Repayment” on this Note" duly completed, shall will be received by the Indenture Trustee (or the Paying Agent on behalf of the Indenture Trustee) not later than the fifth (5th) Business Day after the date of such telegram, telex, facsimile transmission or letter, provided, however; PROVIDED, that such telegram, telex, facsimile transmission or letter shall only be effective if this Note and form duly completed is are received by the Indenture Trustee (or the Paying Agent on behalf of the Indenture Trustee) by such fifth (5th) Business Day. Exercise of the such repayment option by the Holder hereof shall be irrevocable. The repayment option with respect to this Note may be exercised by the Holder for less than the entire principal amount hereof, provided that the principal amount, if any, of this Note that remains outstanding after such repayment must be an authorized denomination as defined herein. The Company shall not be required to register the transfer or exchange of any Note following the receipt of a notice to repay a Note as described above. All questions as to the validity, eligibility (including time of receipt) and acceptance of any Note for repayment shall be determined by the Trustee, whose determination shall be final, binding and non-appealable. In the event of redemption or repayment of this Note in part only, a new Note or Securities Notes for the amount of this series and of like tenor and for a principal amount equal to the unredeemed or unrepaid unpaid portion hereof shall be delivered to issued in the registered name of the Holder hereof upon the cancellation hereof. If this Note is an Amortizing Note as shown on the face hereof or in the pricing supplement attached hereto or delivered herewith, a portion or all of the principal amount of this Note is payable prior to the Stated Maturity Date in accordance with a schedule or by application of a formula.

Repayment. Unless one or more Repayment Dates is specified aboveIn addition to other provisions set forth herein, this Note shall not be repayable at the option repayment of the Holder on any date prior Loan will be required as follows: 4.8.1 Interest and principal payments under the Loan shall be due and payable to Lender pursuant to the Stated Maturity specified above. If one or more Repayment Dates (or ranges of Repayment Dates) are so specified, this Note is subject to repayment on any such date (or during any such range) at the option provisions of the Holder at a price Note. 4.8.2 Borrower hereby authorizes Lender, if and to the extent any payment of principal or interest or sum otherwise due hereunder is not timely made pursuant to the Note, and to the extent of any obligation of Borrower to Lender under this Agreement or any other agreement, to charge against any account of Borrower with Lender an amount equal to 100% of the principal amount hereof or, if this Note is a Discounted Note (as specified on the face hereof), the applicable Repayment Price specified on the face hereof (expressed as a percentage of the principal amount of this Note), together in the case of any such repayment with and accrued interest from time to the Repayment Date, but interest installments whose Stated Maturity is prior to the Repayment Date shall be time due and payable to Lender under the Holder of this Note, Note or one or more Predecessor Securities, of record at the close of business on the relevant Regular or Special Record Dates, all as provided in the Indenture. For this Note to be repaid at the option of the Holder, the Paying Agent must receive at least 30 days but not more than 60 days prior to the Repayment Date on which this Note is to be repaid, (a) appropriate wire transfer instructions and (b) either (i) this Note with the form entitled “Option to Elect Repayment” below duly completed or (ii) a telegram, telex, facsimile transmission or a letter from a member of a national securities exchange, or the Financial Industry Regulatory Authority, Inc. or a commercial bank or trust company in the United States setting forth the name of the Holder of this Note, the principal amount of this Note, the portion of principal amount of this Note to be repaid, the certificate number or a description of the tenor and terms of this Note, a statement that the option to elect repayment is being exercised thereby and a guarantee that this Note, together with the duly completed form entitled “Option to Elect Repayment” on this Note, shall be received by the Paying Agent not later than the fifth Business Day after the date of such telegram, telex, facsimile transmission or letter, otherwise; provided, however, that the foregoing shall not limit in any way Borrower’s obligation to pay such amounts as and when due. 4.8.3 All payments hereunder or under the Note and form duly completed is received shall be made by the Paying Agent Borrower without any offset or deduction for or on account of any present or future taxes, imposts or duties, of whatever nature, imposed or levied by or on behalf of any Governmental Agency. If at any time, whether by reason of any present or future Law or other requirement, Borrower shall be compelled by such fifth Business Day. Exercise Law or other requirement to deduct or withhold such taxes, imposts or duties (other than items in respect of the repayment option by the Holder income or other taxes of Lender), Borrower shall be irrevocable. The repayment option with respect pay such additional amounts to this Note Lender as may be exercised by necessary such that every net payment under this Agreement and the Holder for Note on which Borrower is obligated, after such deduction or withholding, will not be less than the entire principal amount hereof, provided that required hereunder or thereunder. 4.8.4 Whenever any payment to be made under this Agreement and the principal amount, if any, of this Note that remains outstanding after such repayment must be an authorized denomination as defined herein. The Company shall not be required to register the transfer or exchange of any Note following the receipt of a notice to repay a Note as described above. All questions as to the validity, eligibility (including time of receipt) and acceptance of any Note for repayment shall be determined by the Trusteedue on a day other than a Business Day of Lender, whose determination shall such payment may be final, binding and non-appealable. In the event of redemption or repayment of this Note in part only, a new Note or Securities of this series and of like tenor and for a principal amount equal to the unredeemed or unrepaid portion shall be delivered to the registered Holder upon the cancellation hereof. If this Note is an Amortizing Note as shown made on the face hereof or next succeeding Business Day, and such extension of time shall in such cases be included in the pricing supplement attached hereto or delivered herewith, a portion or all computation of payment of interest hereunder and under the principal amount of this Note is payable prior to the Stated Maturity Date in accordance with a schedule or by application of a formulaNote.

Repayment. Unless one or more Repayment Dates is specified above, this Note shall not be repayable at (a) Subject to Section 2.3(b) hereto the option principal and interest of the Holder Purchase Note attributable to the purchase of a number of shares of Common Stock shall be repaid, in whole but not in part, upon the Maturity Date attributable to such shares, as shown in Schedule II or as described in Section 2.3(b). To the extent that the Borrower is entitled to, but does not, repay the Purchase Note on the Maturity Date, such shares shall be forfeited. (b) If before the Purchase Note is repaid, the Borrower’s employment or service with OXiGENE or a Subsidiary terminates, the following provisions shall apply notwithstanding any terms in this Agreement or in the Purchase Note to the contrary: (i) If the termination of employment or service is for any reason other than death or disability, the Borrower shall repay the Purchase Note with respect to shares of Common Stock, to the extent that such shares are non-forfeitable on the date of termination of employment or service (or would have become non-forfeitable within three months thereafter and prior to the Stated Note Expiration Date), on the date that is three months following such termination of employment or service, which date shall be a Maturity specified aboveDate. The balance of the shares purchased pursuant to the exercise of the Option shall be forfeited. (ii) If one the termination of employment or more Repayment Dates service is the result of the Borrower’s disability, the Borrower (or ranges the Borrower’s legal representative) shall repay the Purchase Note with respect to shares of Repayment Dates) Common Stock, to the extent that such shares are so specified, this Note is subject to repayment non-forfeitable on any such the date of termination of employment or service (or during any would have become non-forfeitable within twelve months thereafter and prior to the Note Expiration Date), on such range) at terms as the option of the Holder at a price equal to 100% Committee, in its discretion, may deem appropriate, including forgiveness of the principal amount hereof orand accrued interest due and payable under the Purchase Note, if this Note is a Discounted Note (as specified on the face hereofdate that is twelve months following such termination of employment or service, which date shall be a Maturity Date. The balance of the shares purchased pursuant to the exercise of the Option shall be forfeited. (iii) If the termination of employment or service is the result of the Borrower’s death while employed by OXiGENE, or during the three- or twelve-month periods described in paragraphs (i) or (ii), the applicable Repayment Price specified person who acquires the Option by reason of Borrower’s death (or the Borrower’s legal representative) shall repay the Purchase Note with respect to any portion or all of such shares of Common Stock, to the extent that such shares are non-forfeitable on the face hereof date of Borrower’s death (expressed or would have become non-forfeitable within twelve months thereafter and prior to the Note Expiration Date), on such terms as a percentage the Committee, in its discretion, may deem appropriate, including forgiveness of the principal amount and accrued interest due and payable under the Purchase Note, on the date that is twelve months following the Borrower’s death, which date shall be a Maturity Date. The balance of the shares purchased pursuant to the exercise of the Option shall be forfeited. (iv) For purposes of this Note)Section 2.3, together shares of Common Stock purchased pursuant to the exercise of an Option will become non-forfeitable on the date or dates shown in Schedule II. (v) The Borrower (or the case of any such repayment with Borrower’s personal representative) may repay principal plus accrued interest only upon a Maturity Date with respect to the Repayment shares with such Maturity Date, but interest installments whose Stated Maturity is prior to the Repayment Date shall be payable to the Holder of this Note, or one or more Predecessor Securities, of record at the close of business on the relevant Regular or Special Record Dates, all as provided in the Indenture. For this Note to be repaid at the option of the Holder, the Paying Agent must receive at least 30 days but not more than 60 days prior to the Repayment Date on which this Note is to be repaid, (a) appropriate wire transfer instructions and (b) either (i) this Note with the form entitled “Option to Elect Repayment” below duly completed or (ii) a telegram, telex, facsimile transmission or a letter from a member of a national securities exchange, or the Financial Industry Regulatory Authority, Inc. or a commercial bank or trust company in the United States setting forth the name of the Holder of this Note, the principal amount of this Note, the portion of principal amount of this Note to be repaid, the certificate number or a description of the tenor and terms of this Note, a statement that the option to elect repayment is being exercised thereby and a guarantee that this Note, together with the duly completed form entitled “Option to Elect Repayment” on this Note, shall be received by the Paying Agent not later than the fifth Business Day after the date of such telegram, telex, facsimile transmission or letter, ; provided, however, that such Note the Borrower may at any time provide other collateral satisfactory to OXiGENE in substitution for the shares purchased pursuant to the exercise of an Option and form duly completed is received by pledged as collateral as provided herein. (vi) Upon a Change in Control, all shares of Common Stock that have not already become non-forfeitable shall become non-forfeitable, and the Paying Agent by such fifth Business Day. Exercise principal and interest of the repayment option by the Holder Purchase Note shall be irrevocable. The repayment option with respect due and payable according to this Note may be exercised by the Holder for less than the entire principal amount hereof, provided that the principal amount, if any, terms of Section 2 of this Note that remains outstanding after such repayment must be an authorized denomination as defined herein. The Company shall not be required to register the transfer or exchange of any Note following the receipt of a notice to repay a Note as described above. All questions as to the validity, eligibility (including time of receipt) and acceptance of any Note for repayment shall be determined by the Trustee, whose determination shall be final, binding and non-appealable. In the event of redemption or repayment of this Note in part only, a new Note or Securities of this series and of like tenor and for a principal amount equal to the unredeemed or unrepaid portion shall be delivered to the registered Holder upon the cancellation hereof. If this Note is an Amortizing Note as shown on the face hereof or in the pricing supplement attached hereto or delivered herewith, a portion or all of the principal amount of this Note is payable prior to the Stated Maturity Date in accordance with a schedule or by application of a formulaAgreement.

Repayment. Unless one or more Repayment Dates is specified above, this Note shall (a) The Borrower will repay Utilisations on each Instalment Date and each Mandatory Cancellation Date in such amount as will ensure that: (i) the Tranche A Utilisations do not be repayable exceed the Tranche A Commitments then in effect (after giving effect to any reduction and cancellation of Commitments on such date); and (ii) the Tranche B Utilisations do not exceed the Tranche B Commitments then in effect (after giving effect to any reduction and cancellation of Commitments on such date). (b) If at any time the option Zloty Limits of any Tranche B Bank are reduced in accordance with Clause 5.5 (Zloty Limit) below the Zloty Equivalent of the Holder on any date prior Tranche B Advances outstanding and owing to such Tranche B Bank at such time, the Borrower will repay Utilisations in such amounts as will ensure that such Tranche B Advances are equal to the Stated Maturity specified above. If one or more Repayment Dates Zloty Limits of such Tranche B Bank at such time. (or ranges c) If, by the First Mandatory Registration Date: (i) the Asset Pledge has not been registered in the register of Repayment Datespledges in Warsaw and (ii) are so specified, this Note is subject to repayment on any such date (or during any such range) Shareholders owning at the option of the Holder at a price equal to 100least 51% of the principal amount hereof or, if this Note is a Discounted Note (as specified on outstanding Shares shall have failed to execute and deliver the face hereof)requisite Ordinary Share Pledges and Registered Share Pledges to the Security Agent and failed to have filed such Registered Share Pledges for registration in the register of pledges in Warsaw and the Agent shall not have received an opinion of counsel satisfactory to it, the applicable Repayment Price specified on Borrower will, immediately upon the face hereof earlier to occur of (expressed as a percentage x) receipt of written notice of the principal amount of this Note), together in Agent (acting upon the case of any such repayment with accrued interest to the Repayment Date, but interest installments whose Stated Maturity is prior to the Repayment Date shall be payable to the Holder of this Note, or one or more Predecessor Securities, of record at the close of business on the relevant Regular or Special Record Dates, all as provided in the Indenture. For this Note to be repaid at the option instructions of the Holder, the Paying Agent must receive at least 30 days but not more than 60 days prior to the Repayment Date on which this Note is to be repaid, (aMajority Banks) appropriate wire transfer instructions and (by) either (i) this Note with the form entitled “Option to Elect Repayment” below duly completed or (ii) a telegram, telex, facsimile transmission or a letter from a member of a national securities exchange, or the Financial Industry Regulatory Authority, Inc. or a commercial bank or trust company in the United States setting forth the name of the Holder of this Note, the principal amount of this Note, the portion of principal amount of this Note to be repaid, the certificate number or a description of the tenor and terms of this Note, a statement that the option to elect repayment is being exercised thereby and a guarantee that this Note, together with the duly completed form entitled “Option to Elect Repayment” on this Note, shall be received by the Paying Agent not later than the fifth 30th Business Day after the date of such telegramFirst Mandatory Registration Date, telexrepay all Utilisations. (d) If, facsimile transmission or letter, provided, however, that such Note and form duly completed is received by the Paying Agent by such fifth Business Day. Exercise Final Mandatory Registration Date, (i) the Asset Pledge has not been registered in the register of pledges in Warsaw and (ii) the Registered Share Pledge has not been registered in the register of pledges in Warsaw, the Borrower will, immediately upon the earlier to occur of (x) receipt of written notice of the repayment option by Agent (acting upon the Holder shall be irrevocable. The repayment option with respect to this Note may be exercised by instructions of the Holder for less than the entire principal amount hereof, provided that the principal amount, if any, of this Note that remains outstanding after such repayment must be an authorized denomination as defined herein. The Company shall not be required to register the transfer or exchange of any Note following the receipt of a notice to repay a Note as described above. All questions as to the validity, eligibility (including time of receiptMajority Banks) and acceptance of any Note for repayment shall be determined by (y) the Trustee30th Business Day after the Final Mandatory Registration Date, whose determination shall be final, binding and non-appealable. In the event of redemption or repayment of this Note in part only, a new Note or Securities of this series and of like tenor and for a principal amount equal to the unredeemed or unrepaid portion shall be delivered to the registered Holder upon the cancellation hereof. If this Note is an Amortizing Note as shown repay all Utilisations. (e) The Borrower will repay all Utilisations on the face hereof or in the pricing supplement attached hereto or delivered herewith, a portion or all of the principal amount of this Note is payable prior to the Stated Maturity Date in accordance with a schedule or by application of a formulaFinal Repayment Date.

Repayment. Unless one or more Repayment Dates (a) Borrower will repay each Eligible Foreign Account Advance on the earliest of: (i) the date on which payment is specified above, this Note shall not be repayable at the option received of the Holder Financed Receivable with respect to which the Eligible Foreign Account Advance was made, (ii) the date on which the Financed Receivable is no longer an Eligible Foreign Account, (iii) the date on which any date prior Adjustment is asserted to the Stated Maturity specified above. If one or more Repayment Dates Financed Receivable (or ranges of Repayment Dates) are so specified, this Note is subject but only to repayment on any such date (or during any such range) at the option extent of the Holder at Adjustment if the Financed Receivable remains otherwise an Eligible Foreign Account), (iv) the date on which there is a price equal to 100% breach of any warranty or representation set forth in Section 5.3, (v) the date on which the full amount of the principal amount hereof orAdvances must be repaid pursuant to Section 2.5, if this Note is a Discounted Note or (as specified vi) the Maturity Date (including any early termination). Each payment will also include all accrued Finance Charges and Collateral Handling Fees with respect to such Eligible Foreign Account Advance and all other amounts then due and payable hereunder. (b) With respect to Aggregate Eligible Foreign Account Advances: (i) Borrower shall pay to Bank, on the face hereof)first day of each Reconciliation Period, the applicable Repayment Price specified all accrued Finance Charges and Collateral Handling Fees on the face hereof Aggregate Eligible Foreign Account Advances; (expressed as a percentage of ii) Borrower shall also pay the principal amount of this Note)each Aggregate Eligible Foreign Account Advance on the earliest of: (A) the date the Financed Receivable (or any portion thereof) is no longer an Eligible Foreign Account, together or an Adjustment has been made to any portion of the Aggregate Eligible Foreign Accounts, or any Account comprising the Aggregate Eligible Foreign Accounts has been paid by the Account Debtor (but in each case only up to the case portion of Advances such that the aggregate Financed Receivable Balance (net of any such repayment with accrued interest Accounts that are paid, not Eligible Foreign Accounts, or subject to an Adjustment) is not less than 111.11% of the aggregate Advances made thereon); (B) the date on which there is a breach of any warranty or representation set forth in Section 5.3; (C) the Maturity Date (including any early termination); (D) the date on which the full amount of the Advances must be repaid pursuant to Section 2.5; or (E) as required pursuant to Section 2.1.1(i); and (iii) In addition to the Repayment Dateforegoing, but interest installments whose Stated Maturity is prior Borrower hereby authorizes Bank to, up to one (1) time per Reconciliation Period, refinance all outstanding Aggregate Eligible Foreign Account Advances. Each such refinancing shall consist of the Repayment Date shall be payable to the Holder creation of this Note, or one or more Predecessor Securities, of record at the close of business a new “placeholder note” on the relevant Regular or Special Record Dates, books of Bank which evidences the Financed Receivable Balance with respect to all as provided in the Indenture. For this Note Aggregate Eligible Foreign Accounts Advances which are outstanding. (c) With respect to be repaid at the option of the Holder, the Paying Agent must receive at least 30 days but not more than 60 days prior to the Repayment Date on which this Note is to be repaid, (a) appropriate wire transfer instructions and (b) either Exim Inventory Advances: (i) this Note with Borrower shall pay to Bank, on the form entitled “Option to Elect Repayment” below duly completed or first day of each Reconciliation Period, all accrued Finance Charges and Collateral Handling Fees on the Exim Inventory Advances; (ii) a telegram, telex, facsimile transmission or a letter from a member of a national securities exchange, or the Financial Industry Regulatory Authority, Inc. or a commercial bank or trust company in the United States setting forth the name of the Holder of this Note, Borrower will repay the principal amount of this Note, each Exim Inventory Advance on the portion of principal amount of this Note to be repaid, earliest of: (i) the certificate number or a description date on which payment is received of the tenor and terms of this Note, a statement that the option to elect repayment is being exercised thereby and a guarantee that this Note, together with the duly completed form entitled “Option to Elect Repayment” on this Note, shall be received by the Paying Agent not later than the fifth Business Day after the date of such telegram, telex, facsimile transmission or letter, provided, however, that such Note and form duly completed is received by the Paying Agent by such fifth Business Day. Exercise of the repayment option by the Holder shall be irrevocable. The repayment option Financed Receivable with respect to this Note may be exercised which the Exim Inventory Advance was made, (ii) the date on which there is a breach of any warranty or representation set forth in Section 5.4, (iii) the date on which the Inventory subject to an Exim Inventory Advance is shipped by Borrower to one of its customers, (iv) the Holder for less than date on which the entire principal full amount hereof, provided that of the principal amount, if any, of this Note that remains outstanding after such repayment Advances must be an authorized denomination as defined hereinrepaid pursuant to Section 2.5, or (v) the Maturity Date (including any early termination). The Company Each payment will also include all accrued Finance Charges and Collateral Handling Fees with respect to such Exim Inventory Advance and all other amounts then due and payable hereunder; and (iii) In addition to the foregoing, Borrower hereby authorizes Bank to, up to one (1) time per Reconciliation Period, refinance all outstanding Exim Inventory Advances. Each such refinancing shall not be required to register consist of the transfer or exchange of any Note following the receipt creation of a notice to repay a Note as described above. All questions as to the validity, eligibility (including time of receipt) and acceptance of any Note for repayment shall be determined by the Trustee, whose determination shall be final, binding and non-appealable. In the event of redemption or repayment of this Note in part only, a new Note or Securities of this series and of like tenor and for a principal amount equal to the unredeemed or unrepaid portion shall be delivered to the registered Holder upon the cancellation hereof. If this Note is an Amortizing Note as shown “placeholder note” on the face hereof or in books of Bank which evidences the pricing supplement attached hereto or delivered herewith, a portion or Financed Receivable Balance with respect to all of the principal amount of this Note is payable prior to the Stated Maturity Date in accordance with a schedule or by application of a formulaExim Inventory Advances which are outstanding.

Repayment. Unless one or more Repayment Dates is specified above, this Note shall not be repayable at 5.1 On the option expiration date of the Holder on any date prior Term, unless the Parties unanimously agree to extend the Term to the Stated Maturity specified aboveextent permitted by the applicable laws and regulations, the Borrowers shall fully repay the Outstanding Amount on a one-off basis. Under such circumstance, to the extent not in violation of the applicable laws and regulations, the Lender has the right to purchase or designate any third party to purchase, all of the equity interest in the Domestic Company held by the Borrowers at that time, the purchase price for which shall be equal to the Outstanding Amount. 5.2 During the Term, the Lender may, at any time, determine at its sole discretion to accelerate the repayment of the Loan and require any or both of the Borrowers to repay all or any part of the Outstanding Amount by a written notice to any of the Borrowers thirty (30) days in advance (the “Repayment Notice”). If one or more Repayment Dates (or ranges of Repayment Dates) are so specified, this Note is subject to repayment on the Lender requires any such date (or during any such range) at the option of the Holder at a Borrowers to repay any amount pursuant to the previous paragraph, to the extent not in violation of the applicable laws and regulations, the Lender has the right to purchase or designate any third party to purchase certain portion of the equity interest in the Domestic Company held by such Borrower, the purchase price for which shall be equal to 100% such portion of the principal amount hereof or, if this Note is a Discounted Note (as specified on the face hereof), the applicable Repayment Price specified on the face hereof (expressed as a percentage of the principal amount of this Note), together in the case of any such repayment with accrued interest to the Repayment Date, but interest installments whose Stated Maturity is prior to the Repayment Date shall be payable to the Holder of this Note, or one or more Predecessor Securities, of record at the close of business on the relevant Regular or Special Record Dates, all as provided in the Indenture. For this Note to be repaid at the option of the Holder, the Paying Agent must receive at least 30 days but not more than 60 days prior to the Repayment Date on which this Note is Outstanding Amount required to be repaid, (a) appropriate wire transfer instructions and (b) either (i) this Note with the form entitled “Option percentage of the equity interest required to Elect Repayment” below duly completed or (ii) a telegram, telex, facsimile transmission or a letter from a member of a national securities exchange, or be sold against the Financial Industry Regulatory Authority, Inc. or a commercial bank or trust company equity interest in the United States setting forth Domestic Company held by such Borrower on the name signing date of this Agreement shall be equal to the percentage of the Holder Outstanding Amount required to be repaid against the total amount of the Loan borrowed by such Borrower under this NoteAgreement. 5.3 To the extent the applicable laws and regulations allow the Lender to hold the equity interest in the Domestic Company, any of the Borrowers may, at any time, give a repayment request to the Lender thirty (30) days in advance to request to prepay all or any part of the Outstanding Amount (the “Repayment Request”). Under such circumstance, to the extent not in violation of the applicable laws and regulations, the principal amount Lender has the right to purchase or designate any third party to purchase certain portion of this Notethe equity interest in the Domestic Company held by the Borrower proposing the repayment, the purchase price for which shall be equal to such portion of principal amount of this Note the Outstanding Amount proposed to be repaid, the certificate number or a description of the tenor and terms of this Note, a statement that the option to elect repayment is being exercised thereby and a guarantee that this Note, together with the duly completed form entitled “Option to Elect Repayment” on this Note, shall be received by the Paying Agent not later than the fifth Business Day after the date of such telegram, telex, facsimile transmission or letter, provided, however, that such Note and form duly completed is received by the Paying Agent by such fifth Business Day. Exercise of the repayment option by the Holder shall be irrevocable. The repayment option with respect to this Note may be exercised by the Holder for less than the entire principal amount hereof, provided that the principal amount, if any, percentage of the equity interest required to be sold against the equity interest in the Domestic Company held by such Borrower on the signing date of this Note that remains outstanding after such repayment must be an authorized denomination as defined herein. The Company shall not be required to register the transfer or exchange of any Note following the receipt of a notice to repay a Note as described above. All questions as to the validity, eligibility (including time of receipt) and acceptance of any Note for repayment Agreement shall be determined by the Trustee, whose determination shall be final, binding and non-appealable. In the event of redemption or repayment of this Note in part only, a new Note or Securities of this series and of like tenor and for a principal amount equal to the unredeemed percentage of the Outstanding Amount proposed to be repaid against the total amount of the Loan borrowed by such Borrower under this Agreement. 5.4 The Borrower required or unrepaid portion proposing to repay any amount shall be delivered repay the relevant Outstanding Amount in cash or in such other manner as approved by the Lender in writing in advance and permitted by the applicable laws and regulations. 5.5 When the Borrowers repay the Outstanding Amount pursuant to the registered Holder upon above provisions of this Article 5, the cancellation hereof. If Parties shall complete the equity interest transfer provided in this Note Article 5 at the same time to ensure that, at the same time when the Outstanding Amount is an Amortizing Note as shown on repaid, the face hereof Lender or any third party designated by the Lender has lawfully and fully accepted the relevant equity interest in the pricing supplement attached hereto Domestic Company pursuant to the above provisions, and such equity interest is free and clear of any pledge or delivered herewithany other form of encumbrance. When the equity interest in the Domestic Company is to be transferred pursuant to the above provisions, a portion the Borrowers shall provide all reasonable assistance and shall waive all of their rights of first refusal to purchase such equity interest. 5.6 After the Borrowers transfer all of their equity interest in the Domestic Company to the Lender or any third party designated by the Lender and repay all of the principal amount Outstanding Amount pursuant to the above provisions of this Note is payable prior to Article 5, the Stated Maturity Date in accordance with a schedule or by application Borrowers have no obligations of a formularepayment under this Agreement.

Repayment. Unless one or more Repayment Dates is specified above, this Note (a) The Borrower shall not be repayable at the option of the Holder on any date prior to the Stated Maturity specified above. If one or more Repayment Dates (or ranges of Repayment Dates) are so specified, this Note is subject to repayment on any such date (or during any such range) at the option of the Holder at a price equal to 100% of the principal amount hereof or, if this Note is a Discounted Note (as specified on the face hereof), the applicable Repayment Price specified on the face hereof (expressed as a percentage of repay the principal amount of this Noteeach Advance on the Repayment Date applicable to such Advance, subject to the provisions of Section 3(b) with respect to payments on non-Business Days. The Borrower may prepay any Advance made to it in whole or in part on any Business Day, provided that (i) the Borrower has given the Lender at least three (3) Business Days’ irrevocable written notice of such prepayment (and on the date specified for such prepayment in such notice, the Borrower will prepay the amount of the Advance to be prepaid, together with accrued interest thereon to the date of prepayment and any other amounts payable by the Borrower pursuant to Section 12), together and (ii) each partial prepayment will be in a principal amount of at least $1,000,000. (b) The Borrower will make each payment (whether in respect of principal, interest or otherwise) payable by it hereunder, irrespective of any right of counterclaim or set-off, not later than 2:00 P.M. (New York time) on the day when due in Dollars to the Lender at ▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇ in same day funds. All computations of interest will be made by the Lender on the basis of a year of 360 days, in each case for the actual number of days (including the first day but excluding the last day) occurring in the period for which such interest is payable, except that with respect to Quoted Rate Advances, the interest thereon shall be calculated on the basis of a 365- (or 366-, as the case may be) day year for the actual days elapsed. Each determination by the Lender of an interest rate hereunder will be conclusive and binding for all purposes, absent manifest error. Whenever any payment (other than payments on Eurodollar Rate Advances) hereunder is stated to be due on a day other than a Business Day, such payment will be made on the next succeeding Business Day. If any payment on a Eurodollar Rate Advance becomes due and payable on a day other than a Business Day, the maturity thereof shall be extended to the next succeeding Business Day unless the result of such extension would be to extend such payment into another calendar month, in which event such payment shall be made on the immediately preceding Business Day. In the case of any such repayment with accrued interest extension of any payment of principal pursuant to the Repayment Datepreceding two sentences, but interest installments whose Stated Maturity is prior to the Repayment Date thereon shall be payable to the Holder of this Note, or one or more Predecessor Securities, of record at the close of business on the relevant Regular or Special Record Dates, all as provided in the Indenture. For this Note to be repaid at the option of the Holder, the Paying Agent must receive at least 30 days but not more than 60 days prior to the Repayment Date on which this Note is to be repaid, (a) appropriate wire transfer instructions and (b) either (i) this Note with the form entitled “Option to Elect Repayment” below duly completed or (ii) a telegram, telex, facsimile transmission or a letter from a member of a national securities exchange, or the Financial Industry Regulatory Authority, Inc. or a commercial bank or trust company in the United States setting forth the name of the Holder of this Note, the principal amount of this Note, the portion of principal amount of this Note to be repaid, the certificate number or a description of the tenor and terms of this Note, a statement that the option to elect repayment is being exercised thereby and a guarantee that this Note, together with the duly completed form entitled “Option to Elect Repayment” on this Note, shall be received by the Paying Agent not later than the fifth Business Day after the date of then applicable rate during such telegram, telex, facsimile transmission or letter, provided, however, that such Note and form duly completed is received by the Paying Agent by such fifth Business Day. Exercise of the repayment option by the Holder shall be irrevocable. The repayment option with respect to this Note may be exercised by the Holder for less than the entire principal amount hereof, provided that the principal amount, if any, of this Note that remains outstanding after such repayment must be an authorized denomination as defined herein. The Company shall not be required to register the transfer or exchange of any Note following the receipt of a notice to repay a Note as described above. All questions as to the validity, eligibility (including time of receipt) and acceptance of any Note for repayment shall be determined by the Trustee, whose determination shall be final, binding and non-appealable. In the event of redemption or repayment of this Note in part only, a new Note or Securities of this series and of like tenor and for a principal amount equal to the unredeemed or unrepaid portion shall be delivered to the registered Holder upon the cancellation hereof. If this Note is an Amortizing Note as shown on the face hereof or in the pricing supplement attached hereto or delivered herewith, a portion or all of the principal amount of this Note is payable prior to the Stated Maturity Date in accordance with a schedule or by application of a formulaextension.

Repayment. Unless one or more Repayment Dates is specified above, this Note shall not be repayable at the option of the Holder on any date prior to the Stated Maturity specified above. If one or more Repayment Dates (or ranges of Repayment Dates) are so specified, this Note is subject to repayment on any such date (or during any such range) at the option of the Holder at a price equal to 100% of the principal amount hereof or, if this Note is a Discounted Note (as specified on the face hereof), the applicable Repayment Price specified on the face hereof (expressed as a percentage of the principal amount of this Note), together in the case of any such repayment with accrued interest to the Repayment Date, but interest installments whose Stated Maturity is prior to the Repayment Date shall be payable to the Holder of this Note, or one or more Predecessor Securities, of record at the close of business on the relevant Regular or Special Record Dates, all as provided in the Indenture. For this Note to may be repaid at the option of the HolderHolder of such Note in whole or in part on any Optional Repayment Date specified on the face hereof, provided that the Paying Fiscal Agent must receive receives, at least 30 days 45 but not more than 60 days prior to the Repayment Date on which this Note is to be repaiddate fixed for repayment, (a) appropriate wire transfer instructions and (b) either unless otherwise provided in the relevant Pricing Supplement, (i) this such Note with the form entitled “Option to Elect Repayment” below on the reverse thereof duly completed completed, or (ii) a telegram, telex, facsimile transmission or a letter from a member of a national securities exchange, exchange or the Financial Industry Regulatory AuthorityNational Association of Securities Dealers, Inc. or a commercial bank or trust company in the United States setting forth the name of the Holder of this such Note, the principal amount of this Note, the portion of principal amount of this such Note to be repaid, the certificate number or a description of the tenor and terms of this such Note, a statement that the option to elect repayment is being exercised thereby and a guarantee that this Note, together the Note to be repaid with the duly completed form entitled “Option to Elect Repayment” on this Note, shall the reverse of the Note duly completed will be received by the Paying Fiscal Agent not later than the fifth five Business Day Days after the date of such telegram, telex, facsimile transmission or letter. Upon surrender of any Note for repayment, provided, however, that such Note shall become due and form duly completed is received by payable on the Paying date of repayment (herein called the “repayment date”), and the Fiscal Agent by shall pay such fifth Business Day. Exercise of Note on the repayment option by date at a price equal to (i) in the Holder shall be irrevocable. The case of a Note other than an Original Issue Discount Note, the Optional Repayment Price applicable to such repayment option with respect to this Note may be exercised by the Holder for less than the entire principal amount hereof, provided that the principal amountdate plus interest, if any, accrued to the date of this Note that remains outstanding after such repayment must be an authorized denomination repayment, (ii) in the case of OID Notes, the Amortized Face Amount thereof or (iii) as defined hereinotherwise specified on the face hereof. The Company shall not be required to register the transfer or exchange of If any Note following is to be repaid only in part, the receipt Holder of a notice such Note shall specify the portion thereof to repay a be repaid and shall surrender such Note as described above. All questions as to the validityFiscal Agent, eligibility (including time and the Fiscal Agent shall complete, authenticate and deliver to the Holder of receipt) and acceptance of any Note for repayment shall be determined by the Trusteesuch Note, whose determination shall be final, binding and non-appealable. In the event of redemption or repayment of this Note in part onlywithout service charge, a new Note or Securities Notes, of this series and of like tenor and for any authorized denomination as requested by such Holder, in a principal amount equal to and in exchange for the unredeemed or unrepaid portion shall be delivered to the registered Holder upon the cancellation hereof. If this Note is an Amortizing Note as shown on the face hereof or in the pricing supplement attached hereto or delivered herewith, a portion or all of the principal amount of this Note is payable prior to the Stated Maturity Date in accordance with a schedule or by application of a formulaso surrendered.

Repayment. Unless one or more Repayment Dates is specified above, this Note shall not be repayable at the option of the Holder on any date prior to the Stated Maturity specified above. If one or more Repayment Dates (or ranges of Repayment Dates) are so specified, this Note is subject to repayment on any such date (or during any such range) at the option of the Holder at a price equal to 100% of the principal amount hereof or, if this Note is a Discounted Note (as specified on the face hereof), the applicable Repayment Price specified on the face hereof (expressed as a percentage of the principal amount of this Note), together in the case of any such repayment with accrued interest to the Repayment Date, but interest installments whose Stated Maturity is prior to the Repayment Date shall be payable to the Holder of this Note, or one or more Predecessor Securities, of record at the close of business on the relevant Regular or Special Record Dates, all as provided in the Indenture. For this Note to may be repaid at the option of the HolderHolder of such Note in whole or in part on any Optional Repayment Date specified on the face hereof, provided that the Paying Fiscal Agent must receive receives, at least 30 days 45 but not more than 60 days prior to the Repayment Date on which this Note is to be repaiddate fixed for repayment, (a) appropriate wire transfer instructions and (b) either unless otherwise provided in the relevant Pricing Supplement, (i) this such Note with the form entitled “Option to Elect Repayment” below on the reverse thereof duly completed completed, or (ii) a telegram, telex, facsimile transmission or a letter from a member of a national securities exchange, exchange or the Financial Industry Regulatory AuthorityNational Association of Securities Dealers, Inc. or a commercial bank or trust company in the United States setting forth the name of the Holder of this such Note, the principal amount of this Note, the portion of principal amount of this such Note to be repaid, the certificate number or a description of the tenor and terms of this such Note, a statement that the option to elect repayment is being exercised thereby and a guarantee that this Note, together the Note to be repaid with the duly completed form entitled “Option to Elect Repayment” on this Note, shall the reverse of the Note duly completed will be received by the Paying Fiscal Agent not later than the fifth five Business Day Days after the date of such telegram, telex, facsimile transmission or letter. Upon surrender of any Note for repayment, provided, however, that such Note shall become due and form duly completed is received by payable on the Paying date of repayment (herein called the “repayment date”), and the Fiscal Agent by shall pay such fifth Business Day. Exercise of Note on the repayment option by date at a price equal to (i) in the Holder shall be irrevocable. The case of a Note other than an Original Issue Discount Note, the Optional Repayment Price applicable to such repayment option with respect to this Note may be exercised by the Holder for less than the entire principal amount hereof, provided that the principal amountdate plus interest, if any, accrued to the date of this Note that remains outstanding after such repayment must be an authorized denomination as defined hereinor (ii) in the case of OID Notes, the Amortized Face Amount thereof. The Company shall not be required to register the transfer or exchange of If any Note following is to be repaid only in part, the receipt Holder of a notice such Note shall specify the portion thereof to repay a be repaid and shall surrender such Note as described above. All questions as to the validityFiscal Agent, eligibility (including time and the Fiscal Agent shall complete, authenticate and deliver to the Holder of receipt) and acceptance of any Note for repayment shall be determined by the Trusteesuch Note, whose determination shall be final, binding and non-appealable. In the event of redemption or repayment of this Note in part onlywithout service charge, a new Note or Securities Notes, of this series and of like tenor and for any authorized denomination as requested by such Holder, in a principal amount equal to and in exchange for the unredeemed or unrepaid portion shall be delivered to the registered Holder upon the cancellation hereof. If this Note is an Amortizing Note as shown on the face hereof or in the pricing supplement attached hereto or delivered herewith, a portion or all of the principal amount of this Note is payable prior to the Stated Maturity Date in accordance with a schedule or by application of a formulaso surrendered.

Repayment. Unless one With respect to each Class, in any fiscal year in which the following conditions are met, the Investment Manager and the Co-Manager shall be entitled to reimbursement by the Fund, on behalf of such Class, in whole or more Repayment Dates is specified abovein part as provided below, this Note shall not be repayable of the applicable Class Reimbursement Amount: (a) the Fund's total assets at the option beginning of such fiscal year are greater than $20 million; (b) the Management Agreement is in effect; (c) prior to any quarter in which repayments are to be made, the Investment Manager has exercised its right pursuant to Section 1.5 hereof to terminate all fee waivers and expense reimbursement payments under this Agreement; (d) aggregate Class Operating Expenses for the fiscal year are less than 2.50% of average daily net assets attributable to such Class; (e) the Investment Manager determines in its sole discretion to seek the approval of the Holder Corporation's Board of Directors to commence repayment of prior fee waivers and expense reimbursement payments; and (f) the Corporation's Board of Directors has reviewed such repayments on any date prior to the Stated Maturity specified above. If one or more Repayment Dates (or ranges of Repayment Dates) are so specified, this Note is subject to repayment on any such date (or during any such range) at the option of the Holder at a price equal to 100% of the principal amount hereof or, if this Note is a Discounted Note (as specified on the face hereof), the applicable Repayment Price specified on the face hereof (expressed as a percentage of the principal amount of this Note), together in the case of any such repayment with accrued interest to the Repayment Date, but interest installments whose Stated Maturity is prior to the Repayment Date shall be payable to the Holder of this Note, or one or more Predecessor Securities, of record at the close of business on the relevant Regular or Special Record Dates, all quarterly basis as provided in Section 2.2 below. The total amount of reimbursement to which the Indenture. For this Note Investment Manager and the Co-Manager may be entitled with respect to a Class (the "Class Reimbursement Amount") shall be repaid determined separately for each Manager and shall equal, at the option of the Holder, the Paying Agent must receive at least 30 days but not more than 60 days prior to the Repayment Date on which this Note is to be repaidany time, (a) appropriate wire transfer instructions and all investment management fees previously waived or reduced by such Manager with respect to such Class, plus (b) either all net expense reimbursement payments previously paid by such Manager with respect to such Class, attributable to any preceding year, minus (ic) this Note all payments previously received by such Manager with the form entitled “Option respect to Elect Repayment” below duly completed such Class pursuant to Sections 1.3.2, 1.4, and 2.3 hereof. The Class A Reimbursement Amount for each Manager shall include all net investment management fees waived or (ii) a telegram, telex, facsimile transmission reduced and all net expense reimbursement payments made by such Manager to or a letter from a member of a national securities exchange, or the Financial Industry Regulatory Authority, Inc. or a commercial bank or trust company in the United States setting forth the name on behalf of the Holder of this Note, the principal amount of this Note, the portion of principal amount of this Note to be repaid, the certificate number or a description Fund from its inception through implementation date of the tenor and terms of this Note, a statement that the option to elect repayment is being exercised thereby and a guarantee that this Note, together with the duly completed form entitled “Option to Elect Repayment” on this Note, Multi-Class Plan. The Class Reimbursement Amounts shall be received by the Paying Agent not later than the fifth Business Day after the date of such telegram, telex, facsimile transmission or letter, providednot, however, that include any additional charges or fees whatsoever, including, E.G., interest accruable on such Note and form duly completed is received Class Reimbursement Amount. The period during which a Class Reimbursement Amount may be paid by the Paying Agent by such fifth Business Day. Exercise of Fund to a Manager shall not exceed five years from the repayment option by date on which the Holder shall be irrevocable. The repayment option with respect to this Note may be exercised by the Holder for less than the entire principal amount hereof, provided that the principal amountfirst payment, if any, of this Note that remains outstanding after such repayment must be an authorized denomination as defined herein. The Company shall not be required Class Reimbursement Amount is made to register the transfer or exchange of any Note following the receipt of a notice to repay a Note as described above. All questions as to the validity, eligibility (including time of receipt) and acceptance of any Note for repayment shall be determined such Manager by the Trustee, whose determination shall be final, binding and non-appealable. In the event of redemption or repayment of this Note in part only, a new Note or Securities of this series and of like tenor and for a principal amount equal to the unredeemed or unrepaid portion shall be delivered to the registered Holder upon the cancellation hereof. If this Note is an Amortizing Note as shown on the face hereof or in the pricing supplement attached hereto or delivered herewith, a portion or all of the principal amount of this Note is payable prior to the Stated Maturity Date in accordance with a schedule or by application of a formulaFund.

Repayment. Unless one or more Repayment Dates is specified aboveIn addition to other provisions set forth herein, this Note shall not be repayable at the option repayment of the Holder on any date prior Loan will be required as follows: 4.8.1 Interest and principal payments under the Loan shall be due and payable to Lender pursuant to the Stated Maturity specified above. If one or more Repayment Dates (or ranges of Repayment Dates) are so specified, this Note is subject to repayment on any such date (or during any such range) at the option provisions of the Holder at a price Note. 4.8.2 Borrower hereby authorizes Lender, if and to the extent any payment of principal or interest or sum otherwise due hereunder is not timely made pursuant to the Note, and to the extent of any obligation of Borrower to Lender under this Agreement or any other agreement, to charge against any account of Borrower with Lender an amount equal to 100% of the principal amount hereof or, if this Note is a Discounted Note (as specified on the face hereof), the applicable Repayment Price specified on the face hereof (expressed as a percentage of the principal amount of this Note), together in the case of any such repayment with and accrued interest from time to the Repayment Date, but interest installments whose Stated Maturity is prior to the Repayment Date shall be time due and payable to Lender under the Holder of this Note, Note or one or more Predecessor Securities, of record at the close of business on the relevant Regular or Special Record Dates, all as provided in the Indenture. For this Note to be repaid at the option of the Holder, the Paying Agent must receive at least 30 days but not more than 60 days prior to the Repayment Date on which this Note is to be repaid, (a) appropriate wire transfer instructions and (b) either (i) this Note with the form entitled “Option to Elect Repayment” below duly completed or (ii) a telegram, telex, facsimile transmission or a letter from a member of a national securities exchange, or the Financial Industry Regulatory Authority, Inc. or a commercial bank or trust company in the United States setting forth the name of the Holder of this Note, the principal amount of this Note, the portion of principal amount of this Note to be repaid, the certificate number or a description of the tenor and terms of this Note, a statement that the option to elect repayment is being exercised thereby and a guarantee that this Note, together with the duly completed form entitled “Option to Elect Repayment” on this Note, shall be received by the Paying Agent not later than the fifth Business Day after the date of such telegram, telex, facsimile transmission or letter, otherwise; provided, however, that the foregoing shall not limit in any way Borrower’s obligation to pay such amounts as and when due. 4.8.3 All payments hereunder or under the Note and form duly completed is received shall be made by the Paying Agent Borrower without any offset or deduction for or on account of any present or future taxes, imposts or duties, of whatever nature, imposed or levied by or on behalf of any Governmental Agency. If at any time, whether by reason of any present or future Law or other requirement, Borrower shall be compelled by such fifth Business Day. Exercise of the repayment option by the Holder Law or other requirement to deduct or withhold such taxes, imposts or duties, Borrower shall be irrevocable. The repayment option with respect pay such additional amounts to this Note Lender as may be exercised by necessary such that every net payment under this Agreement and the Holder for Note on which Borrower is obligated, after such deduction or withholding, will not be less than the entire principal amount hereof, provided that required hereunder or thereunder. 4.8.4 Whenever any payment to be made under this Agreement and the principal amount, if any, of this Note that remains outstanding after such repayment must be an authorized denomination as defined herein. The Company shall not be required to register the transfer or exchange of any Note following the receipt of a notice to repay a Note as described above. All questions as to the validity, eligibility (including time of receipt) and acceptance of any Note for repayment shall be determined by the Trusteedue on a day other than a Business Day of Lender, whose determination shall such payment may be final, binding and non-appealable. In the event of redemption or repayment of this Note in part only, a new Note or Securities of this series and of like tenor and for a principal amount equal to the unredeemed or unrepaid portion shall be delivered to the registered Holder upon the cancellation hereof. If this Note is an Amortizing Note as shown made on the face hereof or next succeeding Business Day, and such extension of time shall in such cases be included in the pricing supplement attached hereto or delivered herewith, a portion or all computation of payment of interest hereunder and under the principal amount of this Note is payable prior to the Stated Maturity Date in accordance with a schedule or by application of a formulaNote.

Repayment. Unless one or more Repayment Dates is If so specified aboveon the face hereof, this Note shall not will be repayable prior to Stated Maturity at the option of the Holder on any date prior to the Stated Maturity specified above. If one or more Optional Repayment Dates (or ranges of Repayment Dates) are so specified, this Note is subject to repayment on any such date (or during any such range) at the option of the Holder at a price equal to 100% of the principal amount hereof or, if this Note is a Discounted Note (as specified on the face hereof), the applicable Repayment Price specified shown on the face hereof (expressed as a percentage of at the principal amount of this Note), Optional Repayment Prices shown on the face hereof together in the case of any such repayment with interest accrued interest and unpaid thereon to the Repayment Date, but interest installments whose Stated Maturity is prior to the Repayment Date shall be payable to the Holder date of this Note, or one or more Predecessor Securities, of record at the close of business on the relevant Regular or Special Record Dates, all as provided in the Indenturerepayment. For In order for this Note to be repaid (if it is repayable at the option of the Holder) to be repaid prior to Stated Maturity, the Paying Agent must receive at least 30 days but not more than 60 45 calendar days prior to the an Optional Repayment Date on which this Note is to be repaid, (a) appropriate wire transfer instructions and (b) either (i) this Note with the form below entitled “"Option to Elect Repayment” below " duly completed or (ii) a telegram, telex, facsimile transmission transmission, hand delivery or a letter (first class, postage prepaid) from a member of a national securities exchange, exchange or the Financial Industry Regulatory AuthorityNational Association of Securities Dealers, Inc. or a commercial bank or trust company in the United States of America setting forth the name of the Holder of this Note, the principal amount of this Note, the portion of principal amount of this the Note to be repaid, the certificate number or a description of the tenor and terms of this Note, a statement that the option to elect repayment is being exercised thereby and a guarantee that this Note, together Note with the duly completed form below entitled “"Option to Elect Repayment” on this Note, shall " duly completed will be received by the Paying Agent not later than the fifth five Business Day Days after the date of such telegram, telex, facsimile transmission transmission, hand delivery or letterletter (first class, providedpostage prepaid). If the procedure described in clause (ii) of the preceding sentence is followed, however, that this Note with such Note and form duly completed is must be received by the Paying Agent Trustee by such fifth Business Day. Exercise of the repayment option by the Holder of this Note shall be irrevocable, except that a Holder who has tendered this Note for repayment may revoke any such tender for repayment by written notice to the Trustee received prior to the close of business on the tenth calendar day prior to the repayment date. The repayment option with respect to this Note may be exercised by the Holder of this Note for less than the entire principal amount hereof, provided that the principal amount, if any, of this Note provided that remains outstanding after such repayment must be an authorized denomination as defined herein. The Company shall not be required to register the transfer or exchange of any Note following the receipt of a notice to repay a Note as described above. All questions as to the validity, eligibility (including time of receipt) and acceptance of any Note for repayment shall be determined by the Trustee, whose determination shall be final, binding and non-appealable. In the event of redemption or repayment of this Note in part only, a new Note or Securities of this series and of like tenor and for a principal amount equal to the unredeemed or unrepaid portion shall be delivered to the registered Holder upon the cancellation hereof. If this Note is an Amortizing Note as shown on the face hereof or in the pricing supplement attached hereto or delivered herewith, a portion or all of the principal amount of this Note remaining outstanding after such repayment is payable prior to an authorized denomination. Upon such partial repayment, this Note shall be cancelled and a new Note or Notes for the Stated Maturity Date remaining principal amount hereof shall be issued in accordance with a schedule or by application the name of a formulathe Holder of this Note.

Repayment. Unless one or more Repayment Dates is specified above1. If any sum payable becomes due on a day other than a Banking Day, this Note such due date shall be extended to the next succeeding Banking Day. 2. The Applicant shall go through the procedures for the repayment of principal and interest documents for the advances hereunder in accordance with relevant regulations (if necessary). 3. The Applicant must open a Renminbi general account with the Issuant Bank. The Applicant hereby irrevocably authorizes (in the form of Exhibit III hereto) the Issuing Bank to deduct any sum due and payable by the Applicant hereunder (including, but not be repayable at limited to, the option circumstance in which the beneficiary of the Holder on any date prior standby L/C requests the Issuing Bank to perform the Stated Maturity specified above. If one or more Repayment Dates payment obligation) from the account opened by the Applicant with the Issuing Bank (or ranges of Repayment Dates) are so specifiedincluding, this Note is subject to repayment on any such date (or during any such range) at but not limited the option of the Holder at a price equal to 100% of the principal amount hereof or, if this Note is a Discounted Note (as specified on the face hereofRenminbi general account), the applicable Repayment Price specified on the face hereof (expressed as a percentage of the principal amount of this Note), together more particularly described in the case Letter of any such repayment with accrued interest to the Repayment Date, but interest installments whose Stated Maturity is prior to the Repayment Date shall be payable to the Holder of this Note, or one or more Predecessor Securities, of record at the close of business on the relevant Regular or Special Record Dates, all as provided in the Indenture. For this Note to be repaid at the option of the Holder, the Paying Agent must receive at least 30 days but not more than 60 days prior to the Repayment Date on which this Note is to be repaid, (a) appropriate wire transfer instructions and (b) either (i) this Note with the form entitled “Option to Elect Repayment” below duly completed or (ii) a telegram, telex, facsimile transmission or a letter from a member of a national securities exchange, or the Financial Industry Regulatory Authority, Inc. or a commercial bank or trust company in the United States setting forth the name of the Holder of this Note, the principal amount of this Note, the portion of principal amount of this Note to be repaid, the certificate number or a description of the tenor and terms of this Note, a statement that the option to elect repayment is being exercised thereby and a guarantee that this Note, together with the duly completed form entitled “Option to Elect Repayment” on this Note, shall be received by the Paying Agent not later than the fifth Business Day after the date of such telegram, telex, facsimile transmission or letter, provided, however, that such Note and form duly completed is received by the Paying Agent by such fifth Business Day. Exercise of the repayment option by the Holder shall be irrevocable. The repayment option with respect to this Note may be exercised by the Holder Authorization for less than the entire principal amount hereof, provided that the principal amount, if any, of this Note that remains outstanding after such repayment must be an authorized denomination as defined herein. The Company shall not be required to register the transfer or exchange of any Note following the receipt of a notice to repay a Note as described above. All questions as to the validity, eligibility (including time of receipt) and acceptance of any Note for repayment shall be determined by the Trustee, whose determination shall be final, binding and non-appealableDirect Deduction. In the event of redemption any overdraft or repayment any increase in overdraft in such account arising out of this Note in part onlyany deduction by the Issuing Bank, a new Note the Application shall bear the relevant liability. 4. The Applicant shall not make any set-off or Securities of this series and of like tenor and for a principal amount equal counterclaim against the sum payable to the unredeemed Issuing Bank. Any tax and/or charge imposed on any sum paid to the Issuing Bank by the Applicant pursuant to the current or unrepaid portion subsequent PRC Law shall be delivered borne by the Applicant, so as to repay the principal and the interest of advance payment in full. 5. In the event that the amount repaid by the Applicant is not enough to cover the Debts owed by the Applicant (as defined in item 3 of Article 1), the payment shall be made based on the following order: (i) expenses in connection with the issuance of L/C and advance; (ii) interest on advance; (iii) principal of advance. 6. Prior to the registered Holder upon the cancellation hereof. If this Note is an Amortizing Note as shown on the face hereof or in the pricing supplement attached hereto or delivered herewith, a portion or all expiration of the principal amount guarantee term of this Note is payable prior the standby L/C, if the Issuing Bank needs to perform the payment obligation under the standby L/C, the Issuing Bank will give written notice to the Stated Maturity Date Applicant, and the Applicant shall, at the request of the Issuing Bank, pay the amount claimed under the standby L/C in accordance with a schedule or by application of a formulafull to the Issuing Bank within three (3) Banking Days.

Repayment. Unless one or more Repayment Dates is specified above, this Note shall not be repayable at the option of the Holder on any date prior to the Stated Maturity specified above. If one or more Repayment Dates (or ranges of Repayment Dates) are so specified, this Note is subject to repayment on any such date (or during any such range) at the option of the Holder at a price equal to 100% of the principal amount hereof or, if this Note is a Discounted Note (as specified on the face hereof), the applicable Repayment Price specified on the face hereof (expressed as a percentage of the principal amount of this Note), together in the case of any such repayment with accrued interest to the Repayment Date, but interest installments whose Stated Maturity is prior to the Repayment Date shall be payable to the Holder of this Note, or one or more Predecessor Securities, of record at the close of business on the relevant Regular or Special Record Dates, all as provided in the Indenture. For this Note to may be repaid at the option of the HolderHolder of such Note in whole or in part, on any Optional Repayment Date specified on the Paying face hereof, provided that the Fiscal Agent must receive receives, at least 30 days 45 but not more than 60 days prior to the Repayment Date on which this Note is to be repaiddate fixed for repayment, (a) appropriate wire transfer instructions and (b) either unless otherwise provided in the relevant Pricing Supplement, (i) this such Note with the form entitled “Option to Elect Repayment” below on the reverse thereof duly completed completed, or (ii) a telegram, telex, facsimile transmission or a letter from a member of a national securities exchange, exchange or the Financial Industry Regulatory AuthorityNational Association of Securities Dealers, Inc. or a commercial bank or trust company in the United States setting forth the name of the Holder of this such Note, the principal amount of this Note, the portion of principal amount of this such Note to be repaid, the certificate number or a description of the tenor and terms of this such Note, a statement that the option to elect repayment is being exercised thereby and a guarantee that this Note, together the Note to be repaid with the duly completed form entitled “Option to Elect Repayment” on this Note, shall the reverse of the Note duly completed will be received by the Paying Fiscal Agent not later than the fifth five Business Day Days after the date of such telegram, telex, facsimile transmission or letter. Upon surrender of any Note for repayment, provided, however, that such Note shall become due and form duly completed is received by payable on the Paying date of repayment (herein called the “repayment date”), and the Fiscal Agent by shall pay such fifth Business Day. Exercise of Note on the repayment option by date at a price equal to (i) in the Holder shall be irrevocable. The case of a Note other than an Original Issue Discount Note, the Optional Repayment Price applicable to such repayment option with respect to this Note may be exercised by the Holder for less than the entire principal amount hereof, provided that the principal amountdate plus interest, if any, accrued to the date of this Note that remains outstanding after such repayment must be an authorized denomination as defined hereinor (ii) in the case of OID Notes, the Amortized Face Amount thereof. The Company shall not be required to register the transfer or exchange of If any Note following is to be repaid only in part, the receipt Holder of a notice such Note shall specify the portion thereof to repay a be repaid and shall surrender such Note as described above. All questions as to the validityFiscal Agent, eligibility (including time and the Fiscal Agent shall complete, authenticate and deliver to the Holder of receipt) and acceptance of any Note for repayment shall be determined by the Trusteesuch Note, whose determination shall be final, binding and non-appealable. In the event of redemption or repayment of this Note in part onlywithout service charge, a new Note or Securities Notes, of this series and of like tenor and for any authorized denomination as requested by such Holder, in a principal amount equal to and in exchange for the unredeemed or unrepaid portion shall be delivered to the registered Holder upon the cancellation hereof. If this Note is an Amortizing Note as shown on the face hereof or in the pricing supplement attached hereto or delivered herewith, a portion or all of the principal amount of this Note is payable prior to the Stated Maturity Date in accordance with a schedule or by application of a formulaso surrendered.

Repayment. Unless one or more Repayment Dates is specified aboveEach Borrower, this Note shall not be repayable at jointly and severally, hereby unconditionally promises to pay the option Loans as follows: (i) to Administrative Agent for the ratable account of the Holder on any date prior to Revolving Credit Lenders the Stated Maturity specified above. If one or more Repayment Dates (or ranges of Repayment Dates) are so specified, this Note is subject to repayment on any such date (or during any such range) at the option aggregate outstanding principal amount of the Holder at a price equal to 100% Revolving Credit Loans on the Revolving Credit Maturity Date or any earlier date of termination of this Agreement or acceleration of the principal amount hereof orLoans due hereunder in accordance with the terms hereof; (ii) to Administrative Agent for the ratable account of the applicable Term Lenders, if this Note is a Discounted Note (as specified A) on the face hereofeach Quarterly Date (commencing on March 31, 2024), the applicable Repayment Price specified on the face hereof (expressed as a percentage principal of the Initial Term Loans outstanding in an amount equal to the Quarterly Percentage Amount multiplied by the original principal amount of this Note)the Initial Term Loans on the Initial Funding Date, together in the case of any such repayment with accrued interest to be applied to the Repayment Dateunpaid principal amount of the Initial Term Loans, but interest installments whose Stated Maturity is prior (B) on each Quarterly Date commencing on the first such Quarterly Date following the Conversion Date applicable to the Repayment Date shall be payable to the Holder of this Note, or one or more Predecessor Securities, of record at the close of business on the relevant Regular or Special Record Dates, all as provided in the Indenture. For this Note to be repaid at the option of the Holder, the Paying Agent must receive at least 30 days but not more than 60 days prior to the Repayment Date on which this Note is to be repaid, (a) appropriate wire transfer instructions and (b) either (i) this Note with the form entitled “Option to Elect Repayment” below duly completed or (ii) a telegram, telex, facsimile transmission or a letter from a member of a national securities exchange, or the Financial Industry Regulatory Authority, Inc. or a commercial bank or trust company in the United States setting forth the name of the Holder of this NoteDelayed Draw Term Commitments, the principal amount of this Note, the portion of principal amount of this Note to be repaid, the certificate number or a description of the tenor and terms of this Note, a statement that the option to elect repayment is being exercised thereby and a guarantee that this Note, together with the duly completed form entitled “Option to Elect Repayment” on this Note, shall be received by the Paying Agent not later than the fifth Business Day after the date of such telegram, telex, facsimile transmission or letter, provided, however, that such Note and form duly completed is received by the Paying Agent by such fifth Business Day. Exercise of the repayment option by the Holder shall be irrevocable. The repayment option with respect to this Note may be exercised by the Holder for less than the entire principal amount hereof, provided that the principal amount, if any, of this Note that remains Delayed Draw Term Loans outstanding after such repayment must be in an authorized denomination as defined herein. The Company shall not be required to register the transfer or exchange of any Note following the receipt of a notice to repay a Note as described above. All questions as to the validity, eligibility (including time of receipt) and acceptance of any Note for repayment shall be determined by the Trustee, whose determination shall be final, binding and non-appealable. In the event of redemption or repayment of this Note in part only, a new Note or Securities of this series and of like tenor and for a principal amount equal to the unredeemed or unrepaid portion shall be delivered to Delayed Draw Quarterly Percentage Amount multiplied by the registered Holder upon the cancellation hereof. If this Note is an Amortizing Note as shown on the face hereof or in the pricing supplement attached hereto or delivered herewith, a portion or all of the aggregate principal amount of this Note is payable prior all Delayed Draw Term Loans on such Conversion Date, to be applied to the Stated unpaid principal amount of each such Tranche of Delayed Draw Term Loans, and (C) the principal of the Incremental Term Loans of each Tranche on such dates and in such amounts as may be set forth in the Notice of Incremental Term Loan Borrowing for such Tranche, to be applied to the unpaid principal amount of the Incremental Term Loans for such Tranche for which such payment relates, and (D) on the Term Loan Maturity Date or any earlier date of termination of this Agreement or acceleration of the Loans due hereunder in accordance with the terms hereof, the remaining unpaid principal amount of the Term Loans; provided that, in each case, the scheduled installments of principal of the Term Loans set forth above shall be reduced in connection with any voluntary or mandatory prepayments of the Term Loans in accordance with Section 2.10(c); and (iii) to Swingline Lender the then unpaid principal amount of each Swingline Loan on the earlier of the Revolving Credit Maturity Date (or any earlier date of termination of this Agreement or acceleration of the Loans due hereunder in accordance with the terms hereof) and each applicable Swingline Loan Maturity Date; provided that, subject to the terms and conditions of this Agreement, any Borrower may request a schedule or by application Revolving Credit Loan Borrowing of a formulaBase Rate Loans to repay any Swingline Loan when due.

Repayment. Unless one or more Repayment Dates is specified above, this Note shall not be repayable at The Borrower hereby unconditionally promises to pay the option Loans of each Class as follows: (i) to the Administrative Agent for the account of the Holder Syndicated Lenders of such Class, on any date prior to the Stated Maturity specified above28th day of each calendar month after the Amendment No. If one 1 Existing Commitment Termination Date, the Amendment No. 3 Existing Commitment Termination Date, or more Repayment Dates (the Commitment Termination Date, as applicable, or ranges of Repayment Dates) are so specified, this Note is subject to repayment on if any such date (or during any such range) at is not a Business Day, on the option next succeeding Business Day, a principal amount of the Holder at a price Syndicated Loans of such Class equal to 1008.333% of the principal amount hereof or, if this Note is a Discounted Note (as specified of the Syndicated Loans of such Class outstanding on the face hereofCommitment Termination Date (in the case of the Extending Lenders), the applicable Repayment Price specified on Amendment No. 1 Existing Commitment Termination Date (in the face hereof case of Amendment No. 1 Non-Extending Lenders) or the Amendment No. 3 Existing Commitment Termination Date (expressed as a percentage in the case of the principal amount of this NoteAmendment No. 3 Non-Extending Lenders), together in each case with accrued and unpaid interest on the principal amount repaid. To the extent not previously paid (including as set forth in Section 2.10(g)), all Loans shall be due and payable on the Maturity Date; (ii) to the Administrative Agent for the account of the Term Lenders, on the Maturity Date, or if such date is not a Business Day, on the next succeeding Business Day, the unpaid principal amount of all Term Loans, together with accrued and unpaid interest on the principal amount repaid; (iii) to each Swingline Lender the then unpaid principal amount of each Swingline Loan of such Class denominated in Dollars made by such Swingline Lender, on the earlier of the Commitment Termination Date (in the case of any a Swingline Lender that is an Extending Lender), the Amendment No. 1 Existing Commitment Termination Date (in the case of a Swingline Lender that is an Amendment No. 1 Non-Extending Lender) or the Amendment No. 3 Existing Commitment Termination Date (in the case of a Swingline Lender that is an Amendment No. 3 Non-Extending Lender) and the first date after such repayment with accrued interest Swingline Loan is made that is the fifteenth or last day of a calendar month and is at least ten (10) Business Days after such Swingline Loan is made; provided that on each date that a Syndicated Borrowing of such Class is made, the Borrower shall repay all Swingline Loans of such Class then outstanding; and (iv) to each Swingline Lender the Repayment then unpaid principal amount of each Swingline Loan of such Class denominated in a Foreign Currency made by such Swingline Lender, on the earlier of the Commitment Termination Date (in the case of a Swingline Lender that is an Extending Lender), the Amendment No. 1 Existing Commitment Termination Date (in the case of a Swingline Lender that is an Amendment No. 1 Non-Extending Lender) or the Amendment No. 3 Existing Commitment Termination Date (in the case of a Swingline Lender that is an Amendment No. 3 Non-Extending Lender) and the fifth Business Day after such Swingline Loan is made. In addition, on the Commitment Termination Date, but interest installments whose Stated Maturity is prior the Borrower shall deposit into the Letter of Credit Collateral Account Cash in an amount equal to 102% of the Repayment Date shall be payable to the Holder undrawn face amount of this Note, or one or more Predecessor Securities, all Letters of record at Credit outstanding on the close of business on the relevant Regular or Special Record DatesCommitment Termination Date, all as provided in the Indenture. For this Note such deposit to be repaid at held by the option Administrative Agent as collateral security for the LC Exposure under this Agreement in respect of the Holder, the Paying Agent must receive at least 30 days but not more than 60 days prior to the Repayment Date on which this Note is to be repaid, (a) appropriate wire transfer instructions and (b) either (i) this Note with the form entitled “Option to Elect Repayment” below duly completed or (ii) a telegram, telex, facsimile transmission or a letter from a member of a national securities exchange, or the Financial Industry Regulatory Authority, Inc. or a commercial bank or trust company in the United States setting forth the name of the Holder of this Note, the principal amount of this Note, the undrawn portion of principal amount such Letters of this Note to be repaid, the certificate number or a description of the tenor and terms of this Note, a statement that the option to elect repayment is being exercised thereby and a guarantee that this Note, together with the duly completed form entitled “Option to Elect Repayment” on this Note, shall be received by the Paying Agent not later than the fifth Business Day after the date of such telegram, telex, facsimile transmission or letter, provided, however, that such Note and form duly completed is received by the Paying Agent by such fifth Business Day. Exercise of the repayment option by the Holder shall be irrevocable. The repayment option with respect to this Note may be exercised by the Holder for less than the entire principal amount hereof, provided that the principal amount, if any, of this Note that remains outstanding after such repayment must be an authorized denomination as defined herein. The Company shall not be required to register the transfer or exchange of any Note following the receipt of a notice to repay a Note as described above. All questions as to the validity, eligibility (including time of receipt) and acceptance of any Note for repayment shall be determined by the Trustee, whose determination shall be final, binding and non-appealable. In the event of redemption or repayment of this Note in part only, a new Note or Securities of this series and of like tenor and for a principal amount equal to the unredeemed or unrepaid portion shall be delivered to the registered Holder upon the cancellation hereof. If this Note is an Amortizing Note as shown on the face hereof or in the pricing supplement attached hereto or delivered herewith, a portion or all of the principal amount of this Note is payable prior to the Stated Maturity Date in accordance with a schedule or by application of a formulaCredit.

Repayment. Unless one or more Repayment Dates is specified above, this Note shall not be repayable at the option of the Holder on any date prior to the Stated Maturity specified above. If one or more Repayment Dates (or ranges of Repayment Dates) are so specified, this Note is subject to repayment on any such date (or during any such range) at the option of the Holder at a price equal to 100% of the principal amount hereof or, if this Note is a Discounted Note (as specified on the face hereof), the applicable Repayment Price specified on the face hereof (expressed as a percentage of the principal amount of this Note), together in the case of any such repayment with accrued interest to the Repayment Date, but interest installments whose Stated Maturity is prior to the Repayment Date shall be payable to the Holder of this Note, or one or more Predecessor Securities, of record at the close of business on the relevant Regular or Special Record Dates, all as provided in the Indenture. For this Note to may be repaid at the option of the HolderHolder of such Note, in whole or in part, on any Optional Repayment Date specified on the Paying face hereof, provided that the Fiscal Agent must receive receives, at least 30 days 45 but not more than 60 days prior to the Repayment Date on which this Note is to be repaiddate fixed for repayment, (a) appropriate wire transfer instructions and (b) either unless otherwise provided in the relevant Pricing Supplement, (i) this such Note with the form entitled “Option to Elect Repayment” below on the reverse thereof duly completed completed, or (ii) a telegram, telex, facsimile transmission or a letter from a member of a national securities exchange, exchange or the Financial Industry Regulatory AuthorityNational Association of Securities Dealers, Inc. or a commercial bank or trust company in the United States setting forth the name of the Holder of this such Note, the principal amount of this Note, the portion of principal amount of this such Note to be repaid, the certificate number or a description of the tenor and terms of this such Note, a statement that the option to elect repayment is being exercised thereby and a guarantee that this Note, together the Note to be repaid with the duly completed form entitled “Option to Elect Repayment” on this Note, shall the reverse of the Note duly completed will be received by the Paying Fiscal Agent not later than the fifth five Business Day Days after the date of such telegram, telex, facsimile transmission or letter. Upon surrender of any Note for repayment, provided, however, that such Note shall become due and form duly completed is received by payable on the Paying date of repayment (herein called the “repayment date”), and the Fiscal Agent by shall pay such fifth Business Day. Exercise of Note on the repayment option by date at a price equal to (i) in the Holder shall be irrevocable. The case of a Note other than an Original Issue Discount Note, the Optional Repayment Price applicable to such repayment option with respect to this Note may be exercised by the Holder for less than the entire principal amount hereof, provided that the principal amountdate plus interest, if any, accrued to the date of this Note that remains outstanding after such repayment must be an authorized denomination or (ii) in the case of OID Notes, the Amortized Face Amount thereof (as defined hereinabove). The Company shall not be required to register the transfer or exchange of If any Note following is to be repaid only in part, the receipt Holder of a notice such Note shall specify the portion thereof to repay a be repaid and shall surrender such Note as described above. All questions as to the validityFiscal Agent, eligibility (including time and the Fiscal Agent shall complete, authenticate and deliver to the Holder of receipt) and acceptance of any Note for repayment shall be determined by the Trusteesuch Note, whose determination shall be final, binding and non-appealable. In the event of redemption or repayment of this Note in part onlywithout service charge, a new Note or Securities Notes, of this series and of like tenor and for any authorized denomination as requested by such Holder, in a principal amount equal to and in exchange for the unredeemed or unrepaid portion shall be delivered to the registered Holder upon the cancellation hereof. If this Note is an Amortizing Note as shown on the face hereof or in the pricing supplement attached hereto or delivered herewith, a portion or all of the principal amount of this Note is payable prior to the Stated Maturity Date in accordance with a schedule or by application of a formulaso surrendered.

Repayment. Unless one or more Repayment Dates is specified above, this Note shall not be repayable at the option of the Holder on any date prior to the Stated Maturity Date specified above. If one or more Repayment Dates (or ranges of Repayment Dates) are so specified, this Note is subject to repayment on any such date (or during any such range) at the option of the Holder at a price equal to 100% of the principal amount hereof or, if this Note is a Discounted Note issued at Original Issue Discount (as specified on the face hereof), the applicable Repayment Price specified on the face hereof (expressed as a percentage of the principal amount of this Note), together in the case of any such repayment with accrued interest to the Repayment Date, but interest installments whose Stated Maturity Date is prior to the Repayment Date shall be payable to the Holder of this Note, or one or more Predecessor Securities, of record at the close of business on the relevant Regular Record Date or Special Record DatesDate, all as provided in the Indenture. For this Note to be repaid at the option of the Holder, the Paying Agent must receive at least 30 days but not more than 60 days prior to the Repayment Date on which this Note is to be repaid, (a) appropriate wire transfer instructions and (b) either (i) this Note with the form entitled “Option to Elect Repayment” below duly completed or (ii) a telegram, telex, facsimile transmission or a letter from a member of a national securities exchange, or the Financial Industry Regulatory Authority, Inc. or a commercial bank or trust company in the United States setting forth the name of the Holder of this Note, the principal amount of this Note, the portion of principal amount of this Note to be repaid, the certificate number or a description of the tenor and terms of this Note, a statement that the option to elect repayment is being exercised thereby and a guarantee that this Note, together with the duly completed form entitled “Option to Elect Repayment” on this Note, shall be received by the Paying Agent not later than the fifth Business Day after the date of such telegram, telex, facsimile transmission or letter, provided, however, that such Note and form duly completed is received by the Paying Agent by such fifth Business Day. Exercise of the repayment option by the Holder shall be irrevocable. The repayment option with respect to this Note may be exercised by the Holder for less than the entire principal amount hereof, provided that the principal amount, if any, of this Note that remains outstanding after such repayment must be an authorized denomination as defined hereindenomination. The Company shall not be required to register the transfer or exchange of any Note following the receipt of a notice to repay a Note as described above. All questions as to the validity, eligibility (including time of receipt) and acceptance of any Note for repayment shall be determined by the Trustee, whose determination shall be final, binding and non-appealable. In the event of redemption or repayment of this Note in part only, a new Note or Securities of this series and of like tenor and for a principal amount equal to the unredeemed or unrepaid portion shall be delivered to the registered Holder upon the cancellation hereof. If this Note is an Amortizing Note as shown on the face hereof or in the pricing supplement attached hereto or delivered herewithhereof, a portion or all of the principal amount of this Note is payable prior to the Stated Maturity Date in accordance with a schedule or by application of a formulaformula as set forth on the face hereof.

Repayment. Unless one or more Repayment Dates is specified above, this Note shall not be repayable at The Borrower hereby unconditionally promises to pay the option Loans of each Class as follows: (i) to the Administrative Agent for the account of the Holder Syndicated Lenders of such Class, on any date prior to the Stated Maturity specified above. If one dates set forth on Schedule 2.09, or more Repayment Dates (or ranges of Repayment Dates) are so specified, this Note is subject to repayment on if any such date (or during any such range) at is not a Business Day, on the option next succeeding Business Day, a principal amount of the Holder at a price Syndicated Loans of such Class equal to 100the percentage of Syndicated Loans of such Class outstanding on the Commitment Termination Date as set forth on Schedule 2.09 for such date, together in each case with accrued and unpaid interest on the principal amount repaid. To the extent not previously paid, all Loans shall be due and payable on the Maturity Date; (ii) to the Administrative Agent for the account of the Term Lenders, on the Maturity Date, or if such date is not a Business Day, on the next succeeding Business Day, the unpaid principal amount of all Term Loans, together with accrued and unpaid interest on the principal amount repaid; (iii) to each Swingline Lender the then unpaid principal amount of each Swingline Loan of such Class denominated in Dollars made by such Swingline Lender, on the earlier of the Commitment Termination Date and the first date after such Swingline Loan is made that is the fifteenth or last day of a calendar month and is at least ten (10) Business Days after such Swingline Loan is made; provided that on each date that a Syndicated Borrowing of such Class is made, the Borrower shall repay all Swingline Loans of such Class then outstanding; and (iv) to each Swingline Lender the then unpaid principal amount of each Swingline Loan of such Class denominated in a Foreign Currency made by such Swingline Lender, on the earlier of the Commitment Termination Date and the fifth Business Day after such Swingline Loan is made. In addition, on the Commitment Termination Date, the Borrower shall deposit into the Letter of Credit Collateral Account Cash in an amount equal to 102% of the principal amount hereof or, if this Note is a Discounted Note (as specified on the undrawn face hereof), the applicable Repayment Price specified on the face hereof (expressed as a percentage of the principal amount of this Note), together in the case all Letters of any such repayment with accrued interest to the Repayment Date, but interest installments whose Stated Maturity is prior to the Repayment Date shall be payable to the Holder of this Note, or one or more Predecessor Securities, of record at Credit outstanding on the close of business on the relevant Regular or Special Record DatesCommitment Termination Date, all as provided in the Indenture. For this Note such deposit to be repaid at held by the option Administrative Agent as collateral security for the LC Exposure under this Agreement in respect of the Holder, the Paying Agent must receive at least 30 days but not more than 60 days prior to the Repayment Date on which this Note is to be repaid, (a) appropriate wire transfer instructions and (b) either (i) this Note with the form entitled “Option to Elect Repayment” below duly completed or (ii) a telegram, telex, facsimile transmission or a letter from a member of a national securities exchange, or the Financial Industry Regulatory Authority, Inc. or a commercial bank or trust company in the United States setting forth the name of the Holder of this Note, the principal amount of this Note, the undrawn portion of principal amount such Letters of this Note to be repaid, the certificate number or a description of the tenor and terms of this Note, a statement that the option to elect repayment is being exercised thereby and a guarantee that this Note, together with the duly completed form entitled “Option to Elect Repayment” on this Note, shall be received by the Paying Agent not later than the fifth Business Day after the date of such telegram, telex, facsimile transmission or letter, provided, however, that such Note and form duly completed is received by the Paying Agent by such fifth Business Day. Exercise of the repayment option by the Holder shall be irrevocable. The repayment option with respect to this Note may be exercised by the Holder for less than the entire principal amount hereof, provided that the principal amount, if any, of this Note that remains outstanding after such repayment must be an authorized denomination as defined herein. The Company shall not be required to register the transfer or exchange of any Note following the receipt of a notice to repay a Note as described above. All questions as to the validity, eligibility (including time of receipt) and acceptance of any Note for repayment shall be determined by the Trustee, whose determination shall be final, binding and non-appealable. In the event of redemption or repayment of this Note in part only, a new Note or Securities of this series and of like tenor and for a principal amount equal to the unredeemed or unrepaid portion shall be delivered to the registered Holder upon the cancellation hereof. If this Note is an Amortizing Note as shown on the face hereof or in the pricing supplement attached hereto or delivered herewith, a portion or all of the principal amount of this Note is payable prior to the Stated Maturity Date in accordance with a schedule or by application of a formulaCredit.

Repayment. Unless one On the Maturity Date, (a) all Obligations other than the Convertible Term Loans shall become due and payable and (b) the Borrower shall pay to each Lender an amount in cash equal to the Loan Payment Amount (determined as of the Maturity Date) for such Lender with respect to the Convertible Term Loans; provided, that such Lender may reject any such payment of the Loan Payment Amount with respect to Convertible Term Loans only and instead elect to convert such Convertible Term Loans into Borrower Common Shares pursuant to Article X hereof. The Borrower shall provide five (5) Business Days prior written notice (or more Repayment Dates is specified abovesuch lesser time as may be agreed by the Agent) to the Agent of its intent to pay such Loan Payment Amount on the Maturity Date, this Note and with respect to the Convertible Term Loans only, the Agent shall have three (3) Business Days from the date it receives such notice from the Borrower to elect to convert such Loan Payment Amount into Borrower Common Shares pursuant to Article X hereof. For purposes of clarification, if any Lender elects to convert the Loan Payment Amount with respect to Convertible Term Loans to Borrower Common Shares pursuant to Article X hereof, the Borrower shall not be repayable have the option of paying the Loan Payment Amount with respect to Convertible Term Loans in cash to such Lender. If the Borrower fails to pay such Loan Payment Amount in cash and/or deliver the Borrower Common Shares, as the case may be, to each Lender on the Maturity Date, an Event of Default shall occur. In addition to all other remedies, at the option of the Holder Agent, interest shall accrue on any date prior to the Stated Maturity specified above. If one or more Repayment Dates (or ranges of Repayment Dates) are so specifiedLoan Payment Amount and the Loans, this Note is subject to repayment on any such date (or during any such range) respectively, at the option of the Holder at a price equal to 100% of the principal amount hereof or, if this Note is a Discounted Note (as specified on the face hereof), the applicable Repayment Price specified on the face hereof (expressed as a percentage of the principal amount of this Note), together in the case of any such repayment with accrued interest to the Repayment Date, but interest installments whose Stated Maturity is prior to the Repayment Date shall be payable to the Holder of this Note, or one or more Predecessor Securities, of record at the close of business on the relevant Regular or Special Record Dates, all as provided in the Indenture. For this Note to be repaid at the option of the Holder, the Paying Agent must receive at least 30 days but not more than 60 days prior to the Repayment Date on which this Note is to be repaid, (a) appropriate wire transfer instructions Default Rate from and (b) either (i) this Note with the form entitled “Option to Elect Repayment” below duly completed or (ii) a telegram, telex, facsimile transmission or a letter from a member of a national securities exchange, or the Financial Industry Regulatory Authority, Inc. or a commercial bank or trust company in the United States setting forth the name of the Holder of this Note, the principal amount of this Note, the portion of principal amount of this Note to be repaid, the certificate number or a description of the tenor and terms of this Note, a statement that the option to elect repayment is being exercised thereby and a guarantee that this Note, together with the duly completed form entitled “Option to Elect Repayment” on this Note, shall be received by the Paying Agent not later than the fifth Business Day after the date any Event of such telegramDefault shall occur, telex, facsimile transmission or letter, provided, however, that such Note and form duly completed is received by the Paying Agent by such fifth Business Day. Exercise of the repayment option by the Holder all amounts due shall thereafter be irrevocable. The repayment option with respect to this Note may be exercised by the Holder for less than the entire principal amount hereof, provided that the principal amount, if any, of this Note that remains outstanding after such repayment must be an authorized denomination as defined herein. The Company shall not be required to register the transfer or exchange of any Note following the receipt of a notice to repay a Note as described above. All questions as to the validity, eligibility (including time of receipt) and acceptance of any Note for repayment shall be determined by the Trustee, whose determination shall be final, binding and non-appealable. In the event of redemption or repayment of this Note in part only, a new Note or Securities of this series and of like tenor and for a principal amount equal to the unredeemed or unrepaid portion shall be delivered to the registered Holder upon the cancellation hereof. If this Note is an Amortizing Note as shown payable on the face hereof or in the pricing supplement attached hereto or delivered herewith, a portion or all of the principal amount of this Note is payable prior to the Stated Maturity Date in accordance with a schedule or by application of a formulademand.

Repayment. Unless one or more 3.1 Borrower shall repay the entire Loan, with all accrued Interest, in a single, cash payment to each Lender, pari passu, no later than the 4 month anniversary of the Loan Date (the “Repayment Dates is specified aboveDate”). 3.2 Notwithstanding the foregoing, this Note shall not be repayable and notwithstanding Lenders’ declaration that, as at the option date hereof, they would prefer for the Loan to be repaid in cash, the Lenders nevertheless agree that Borrower may elect to effect repayment of any part, or all, of the Holder on any date prior Loan and/or accrued Interest, pari passu to the Stated Maturity specified above. If one or more Repayment Dates (or ranges of Repayment Dates) are so specifiedLenders, this Note is subject to repayment on any such date (or during any such range) at the option of the Holder at a price equal to 100% of the principal amount hereof or, if this Note is a Discounted Note (as specified on the face hereof), the applicable Repayment Price specified on the face hereof (expressed as a percentage of the principal amount of this Note), together in the case of any such repayment with accrued interest to no later than the Repayment Date, but interest installments whose Stated Maturity by means of the issue to the Lenders of shares of Borrower’s common stock. The purchase price of each share so issued shall be deemed to be the same price per share as in the Rights Offering (the “Price Per Share”), such that the outstanding balance of the Loan plus accrued Interest shall be reduced, at the time of issue of such shares, by the quantity of shares so issued multiplied by the Price Per Share. If, for example, the Price Per Share is prior to $0.05 and if the Repayment Date shall falls exactly on the 4 month anniversary of the Loan Date, and the outstanding balance of the Loan plus the accrued Interest is $428,400, then the issue, on that date, of 8,568,000 shares of Borrower’s common stock, to the order of the Lenders, as set forth herein, would constitute full repayment of the Loan and all accrued Interest. For any sums that may be payable by a Lender in the Rights Offering, in respect of shares which such Lender may subscribe for in such Rights Offering, up to the Holder of total amount then owed by Borrower to such Lender under this NoteAgreement, such Lender, or one Borrower, may elect, by written notice to the other, that such sums be offset against the outstanding balance of the Loan and accrued Interest then owed to such Lender. 3.3 If Borrower elects to repay any part of the Loan and/or accrued Interest by means of the issue of shares as set forth in Section ‎3.2 above, then the shares must be duly issued in Lenders’ names, or more Predecessor Securitiesto their order, of record at the close of business on the relevant Regular pari passu, and registered in Lenders’ names, or Special Record Datesto their order, in Borrower’s share register, and duly executed share certificates must be delivered to Lenders, or to their order, all no later than the Repayment Date. 3.4 For avoidance of any doubt, Borrower undertakes to fully repay the Loan and all accrued Interest, no later than the Repayment Date, either by means of a cash payment as set forth in Section ‎3.1 above, or by means of a share issue, as set forth in Sections ‎3.2 and ‎3.3 above, or by means of a combination of such cash payment and such share issue, provided in that all such repayments are made for both Lenders, pari passu. 3.5 Borrower may at any time prepay to the Indenture. For this Note to be repaid at the option Lenders, pari passu, any part of the Holder, the Paying Agent must receive at least 30 days but not more than 60 days prior to the Repayment Date on which this Note is to be repaid, (a) appropriate wire transfer instructions and (b) either (i) this Note with the form entitled “Option to Elect Repayment” below duly completed or (ii) a telegram, telex, facsimile transmission or a letter from a member of a national securities exchange, or the Financial Industry Regulatory Authority, Inc. or a commercial bank or trust company in the United States setting forth the name outstanding balance of the Holder of this NoteLoan and accrued Interest, the principal amount of this Note, the portion of principal amount of this Note to be repaid, the certificate number or a description by any of the tenor and methods set forth in Section ‎3.4 above. 3.6 Without derogating from any statutory remedies and/or other remedies available under the terms of this NoteAgreement, a statement that if Borrower is in default under this Agreement and does not fully repay the option to elect repayment is being exercised thereby Loan and a guarantee that this Noteaccrued Interest in the manner set forth above, together with the duly completed form entitled “Option to Elect Repayment” on this Note, shall be received by the Paying Agent not no later than the fifth Business Day after the date Repayment Date, then each Lender shall be entitled to elect, by means of written notice to Borrower, whether repayment of such telegram, telex, facsimile transmission or letter, provided, however, that such Note and form duly completed is received by the Paying Agent by such fifth Business Day. Exercise Lender’s portion of the repayment option by outstanding balance of the Holder shall be irrevocable. The repayment option with respect to this Note may be exercised by the Holder for less than the entire principal amount hereof, provided that the principal amount, if any, of this Note that remains outstanding after such repayment Loan and accrued Interest must be an authorized denomination as defined herein. The Company shall not be required to register the transfer or exchange made by means of any Note following the receipt of a notice to repay a Note as described above. All questions as to the validitycash payment, eligibility (including time of receipt) and acceptance of any Note for repayment shall be determined by the Trustee, whose determination shall be final, binding and non-appealable. In the event of redemption or repayment of this Note in part only, a new Note or Securities of this series and of like tenor and for a principal amount equal to the unredeemed or unrepaid portion shall be delivered to the registered Holder upon the cancellation hereof. If this Note is an Amortizing Note as shown on the face hereof or in the pricing supplement attached hereto or delivered herewith, a portion or all of the principal amount of this Note is payable prior to the Stated Maturity Date in accordance with a schedule or by application means of share issue under the principles outlined above, or by a formulacombination of these methods, and Borrower undertakes to comply with such election by each Lender.

Repayment. Unless one or more Repayment Dates is If so specified aboveon the face hereof, this Note shall not will be repayable repayable, in whole or in part, prior to Stated Maturity at the option of the Holder on any date prior to the Stated Maturity Optional Repayment Date or Dates specified above. If one or more Repayment Dates (or ranges of Repayment Dates) are so specified, this Note is subject to repayment on any such date (or during any such range) the face hereof at the option of the Holder at a price equal to 100% of the principal amount hereof or, if this Note is a Discounted Note (as Optional Repayment Price or Prices specified on the face hereof), the applicable Repayment Price specified on the face hereof (expressed as a percentage of the principal amount of this Note), together in the case of any such repayment with plus accrued and unpaid interest to but excluding the Repayment Date, but interest installments whose Stated Maturity is prior to the Repayment Date shall be payable to the Holder date of this Note, or one or more Predecessor Securities, of record at the close of business on the relevant Regular or Special Record Dates, all as provided in the Indenturerepayment. For In order for this Note to be repaid at the option of the Holderprior to Stated Maturity, the Paying Agent must receive at least 30 days but not more than 60 45 calendar days prior to the an Optional Repayment Date on which this Note is to be repaid, (a) appropriate wire transfer instructions and (b) either (i) this Note with the form below entitled “"Option to Elect Repayment” below " duly completed or (ii) a telegram, telex, facsimile transmission or a letter (first class, postage prepaid) from a member of a national securities exchange, exchange or the Financial Industry Regulatory AuthorityNational Association of Securities Dealers, Inc. or a commercial bank or trust company in the United States setting forth the name of the Holder of this Note, the principal amount of this Note, the portion of principal amount of this Note to be repaid, the certificate number or a description of the tenor and terms of this Note, a statement that the option to elect repayment is being exercised thereby and a guarantee that this Note, together Note with the duly completed form below entitled “"Option to Elect Repayment” on this Note, shall " duly completed will be received by the Paying Agent not later than the fifth five Business Day Days after the date of such telegram, telex, facsimile transmission or letter. If the procedure described in clause (ii) of the preceding sentence is followed, provided, however, that this Note with such Note and form duly completed is must be received by the Paying Agent by such fifth Business Day. Exercise of the repayment option by the Holder shall of this Note will be irrevocable, except that a Holder who has tendered this Note for repayment may revoke such tender for repayment by written notice to the Paying Agent received prior to the close of business, on the tenth calendar day prior to the Optional Repayment Date. The repayment option with respect to this Note may be exercised by the Holder of this Note for less than the entire principal amount hereof, of this Note provided that the principal amount, if any, amount of this Note that remains remaining outstanding after such repayment must be is an authorized denomination as defined hereindenomination. The Company shall not be required to register the transfer or exchange of any Note following the receipt of a notice to repay a Note as described above. All questions as to the validity, eligibility (including time of receipt) and acceptance of any Note for Upon such partial repayment shall be determined by the Trustee, whose determination shall be final, binding and non-appealable. In the event of redemption or repayment of this Note in part only, will be canceled and a new Note or Securities of this series and of like tenor and Notes for a the remaining principal amount equal to hereof will be issued in the unredeemed or unrepaid portion shall be delivered to name of the registered Holder upon the cancellation hereof. If this Note is an Amortizing a Book-Entry Note as shown specified on the face hereof hereof, while this Note is represented by one or more Book-Entry Notes registered in the pricing supplement attached hereto or delivered herewith, a portion or all name of the principal amount Depositary or its nominee, the option for repayment may be exercised by a participant that has an account with the Depositary, on behalf of the beneficial owner of this Note, by delivering a written notice substantially similar to the form below entitled "Option to Elect Repayment" duly completed to the Trustee at its Corporate Trust Office (or such other address of which the Company will from time to time notify the Holders), at least 30 but not more than 60 calendar days prior to an Optional Repayment Date. A notice of election from a participant on behalf of the beneficial owner of this Note is payable to exercise the option to have this Note repaid must be received by the Trustee prior to 5:00 P.M., New York City time, on the Stated Maturity Date last day for giving such notice. In order to ensure that a notice is received by the Trustee on a particular day, the beneficial owner of this Note must so direct the applicable participant before such participant's deadline for accepting instructions for that day. Different firms may have different deadlines for accepting instructions from their customers. Accordingly, the beneficial owner of this Note should consult the participant through which such beneficial owner owns its interest herein for the deadline for such participant. All notices shall be executed by a duly authorized officer of such participant (with signatures guaranteed) and will be irrevocable. In addition, the beneficial owner of this Note shall effect delivery at the time such notice of election is given to the Depositary by causing the applicable participant to transfer such beneficial owner's interest in accordance with a schedule or by application of a formulathis Note, on the Depositary's records, to the Trustee.

Repayment. Unless one or more Repayment Dates is specified aboveSubject to the provisions of Section 8.4 of this Agreement, Borrower shall repay the Loan in full on the Maturity Date, together with interest thereon to (but excluding) the date of repayment and any other amounts due and owing under the Note, this Note Agreement and the other Loan Documents. Borrower shall not be repayable at have the option right to prepay all or any portion of the Holder on any date prior to Principal before the Stated Maturity specified above. If one or more Repayment Dates (or ranges of Repayment Dates) are so specified, this Note is subject to repayment on any such date (or during any such range) at the option of the Holder at a price equal to 100% of the principal amount hereof or, if this Note is a Discounted Note (as specified on the face hereof), the applicable Repayment Price specified on the face hereof (expressed as a percentage of the principal amount of this Note), together in the case of any such repayment with accrued interest to the Repayment Date, but interest installments whose Stated Maturity is prior to the Repayment Date shall be payable to the Holder of this Note, or one or more Predecessor Securities, of record at the close of business on the relevant Regular or Special Record Dates, all as provided in the Indenture. For this Note to be repaid at the option of the Holder, the Paying Agent must receive at least 30 days but not more than 60 days prior to the Repayment Date on which this Note is to be repaid, (a) appropriate wire transfer instructions and (b) either (i) this Note with the form entitled “Option to Elect Repayment” below duly completed or (ii) a telegram, telex, facsimile transmission or a letter from a member of a national securities exchange, or the Financial Industry Regulatory Authority, Inc. or a commercial bank or trust company in the United States setting forth the name of the Holder of this Note, the principal amount of this Note, the portion of principal amount of this Note to be repaid, the certificate number or a description of the tenor and terms of this Note, a statement that the option to elect repayment is being exercised thereby and a guarantee that this Note, together with the duly completed form entitled “Option to Elect Repayment” on this Note, shall be received by the Paying Agent not later than the fifth Business Day after the date of such telegram, telex, facsimile transmission or letter, ; provided, however, if no Default or Event of Default shall then exist, and Borrower provides not less than thirty (30) days prior written notice to Lender, (x) Borrower may prepay the Loan in full (but not in part) without penalty or premium at any time within three (3) months of the Anticipated Repayment Date and (y) Borrower may prepay the Loan in full (but not in part) on any Payment Date occurring on or after the Prepayment Lockout Expiration Date provided that such Note and form duly completed prepayment is received accompanied by the Paying Agent by Yield Maintenance Premium applicable thereto and any other sums including all accrued and unpaid interest on the Principal due under the Note, this Agreement and the other Loan Documents (such fifth Business Day. Exercise of the repayment option by the Holder shall be irrevocable. The repayment option with respect to this Note may be exercised by the Holder for less than the entire principal amount hereof, provided that the principal amount, if any, of this Note that remains outstanding after such repayment must be an authorized denomination as defined herein. The Company shall not be required to register the transfer or exchange of any Note following the receipt of a notice to repay a Note as described above. All questions as to the validity, eligibility repayments in (including time of receiptx) and acceptance of any Note for repayment shall be determined by the Trustee, whose determination shall be final, binding and non-appealable(y) above being referred to as a "Voluntary Prepayment"). In the event any such Voluntary Prepayment is not made on a Payment Date, Borrower shall also pay interest that would have accrued on such prepaid Principal to but not including the next Payment Date. Except during the continuance of redemption an Event of Default, all proceeds of a Voluntary Prepayment of the Loan shall be applied by Lender as follows in the following order of priority: (i) First, to accrued and unpaid interest on the Loan at the Applicable Interest Rate; (ii) Second, to Principal of the Loan; and (iii) Third, to any other amounts then due and owing under the Loan Documents. If at any time prior to the Anticipated Repayment Date the Debt is accelerated by reason of an Event of Default, any principal payment received by Lender (whether as a result of a foreclosure of any Mortgage, the exercise of any of Lender's other rights or repayment of this Note remedies under the Loan Documents or otherwise), then Lender shall be entitled to receive, in part onlyaddition to all other sums due under the Loan Documents, a new Note or Securities of this series and of like tenor and for a principal an amount equal to the unredeemed Yield Maintenance Premium applicable to such prepayment. During the continuance of an Event of Default, all proceeds of repayment, including any payment or unrepaid portion shall be delivered to recovery on any Collateral Property (whether as a result of foreclosure, of any Mortgage, the registered Holder upon the cancellation hereof. If this Note is an Amortizing Note as shown on the face hereof exercise of any of Lender's other rights or remedies or otherwise) shall, unless otherwise provided in the pricing supplement attached hereto or delivered herewithLoan Documents, a portion or all of the principal amount of this Note is payable prior to the Stated Maturity Date be applied in accordance with a schedule or by application of a formulasuch order and in such manner as Lender shall elect in Lender's discretion.

Repayment. Unless (a) No Repayments under Facility A are required prior to the Conversion Date. On the last Business Day of the Fiscal Quarter in which the Conversion Date occurs, and on the last Business Day of each Fiscal Quarter thereafter, the Borrower shall make a Repayment under Facility A in an amount equal to 2.50% of the Outstanding Principal Amount under Facility A immediately following the said final Advance under Facility A; and the remaining balance of the Outstanding Principal Amount under Facility A shall be due and payable on the Maturity Date. (b) In addition to all other Repayments required under this Section 2.03 the Borrower shall make a Repayment in an amount equal to fifty percent (50%) of the Excess Cash Flow in each Fiscal Year in which the Senior Funded Debt to EBITDA Ratio, measured as at December 31 of such Fiscal Year is greater than 0.50:1.00, the first such Repayment to be made in respect of the Fiscal Year ending December 31, 2019. Such Repayments shall be made not later than thirty (30) days after the date of delivery to the Agent of the Borrower's Year-end Financial Statements for the applicable Fiscal Year. (c) The following Repayments shall be required in addition to all other Repayments required under this Agreement: (i) If any Company receives net proceeds from a policy of insurance, the Borrower shall make a Repayment in an amount equal to such net proceeds within three (3) Business Days after such net proceeds are received, except to the extent that such proceeds are permitted to be retained as provided in Section 7.10. (ii) If any Company receives net proceeds from an Equity Issuance or a transaction involving the creation of Subordinated Debt, within five (5) days after receipt of such net proceeds the Borrower shall make a Repayment in an amount equal to the portion of such net proceeds, except to the extent (if any) otherwise consented to in writing by the Agent upon the instructions of the Required Lenders acting reasonably. If any portion of such Repayment cannot be applied against the Outstanding Principal Amount until the maturity of one or more Repayment Dates is specified aboveoutstanding Bankers' Acceptances, this Note the Agent shall not be repayable at the option deposit such portion of the Holder on any date prior to the Stated Maturity specified above. If one or more Repayment Dates (or ranges of Repayment Dates) are so specified, this Note is subject to repayment on any such date (or during any such range) at the option of the Holder at a price equal to 100% of the principal amount hereof or, if this Note is a Discounted Note (as specified on the face hereof), the applicable Repayment Price specified on the face hereof (expressed as a percentage of the principal amount of this Note), together in the case of any such repayment with accrued interest to the Repayment Date, but interest installments whose Stated Maturity is prior to the Repayment Date shall be payable to the Holder of this Note, or one or more Predecessor Securities, of record at the close of business on the relevant Regular or Special Record Dates, all as provided an interest-bearing account in the Indenture. For this Note to be repaid at the option of the Holder, the Paying Agent must receive at least 30 days but not more than 60 days prior to the Repayment Date on which this Note is to be repaid, (a) appropriate wire transfer instructions and (b) either (i) this Note with the form entitled “Option to Elect Repayment” below duly completed or (ii) a telegram, telex, facsimile transmission or a letter from a member of a national securities exchange, or the Financial Industry Regulatory Authority, Inc. or a commercial bank or trust company in the United States setting forth the name of the Holder Borrower and apply such portion (including accrued interest thereon) against the Outstanding Principal Amount upon the maturity of this Notesuch Bankers' Acceptances. (iii) If any Company receives net proceeds equal to or greater than One Million Dollars ($1,000,000) from a transaction involving the sale, the principal amount leasing or other disposition of this Note, the portion of principal amount of this Note to be repaid, the certificate number any individual asset or a description group of related assets in one or a series of related transactions (other than sales in the tenor and terms ordinary course of this Notebusiness), a statement that the option to elect repayment is being exercised thereby and a guarantee that this Note, together with the duly completed form entitled “Option to Elect Repayment” on this Note, shall be received by the Paying Agent not later than the fifth Business Day within one hundred eighty (180) days after the date receipt of such telegram, telex, facsimile transmission or letter, provided, however, that such Note and form duly completed is received by net proceeds the Paying Agent by such fifth Business Day. Exercise of the repayment option by the Holder Borrower shall be irrevocable. The repayment option with respect to this Note may be exercised by the Holder for less than the entire principal amount hereof, provided that the principal amount, if any, of this Note that remains outstanding after such repayment must be make a Repayment in an authorized denomination as defined herein. The Company shall not be required to register the transfer or exchange of any Note following the receipt of a notice to repay a Note as described above. All questions as to the validity, eligibility (including time of receipt) and acceptance of any Note for repayment shall be determined by the Trustee, whose determination shall be final, binding and non-appealable. In the event of redemption or repayment of this Note in part only, a new Note or Securities of this series and of like tenor and for a principal amount equal to the unredeemed or unrepaid portion of such net proceeds which have not been applied to purchase similar assets (other than current assets). As used herein, "net proceeds" in respect of any above transaction means the gross amount payable in respect of such transaction less any Taxes, sales commissions and other reasonable expenses incurred in connection with the transaction, usual and reasonable adjustments in connection with the transaction and any other amount specifically approved in writing by the Required Lenders acting reasonably. (d) Each Repayment under paragraphs (b) and (c) above shall be delivered applied against the Borrower's obligation to make the registered Holder upon remaining scheduled Repayments under Facility A (including the cancellation hereof. If this Note is an Amortizing Note as shown final Repayment of the Outstanding Principal Amount on the face hereof or Maturity Date) in the pricing supplement attached hereto or delivered herewith, a portion or all of the principal amount of this Note is payable prior to the Stated Maturity Date in accordance with a schedule or by application of a formulareverse chronological order.

Repayment. Unless one or more Repayment Dates is specified above, this Note The Borrower shall not be repayable at pay to the option Lender interest on the unpaid principal amount of the Holder Revolving Loan monthly in arrears not later than (i) if paid by ACH, the tenth (10th) day of each month and (ii) if paid by check, money order or wire transfer, the fifteenth (15th) day of each month (in each case, except for interest on any LIBO Rate Loans and SWAP Rate Loans, which shall be paid as set forth below), and, in each case, on the Termination Date and on such other date prior when the Revolving Loan shall be paid in full pursuant to this Agreement and the other Loan Documents. The Borrower shall pay to the Stated Maturity specified above. If one or more Repayment Dates (or ranges of Repayment Dates) are so specified, this Note is subject to repayment Lender interest on any such date (or during any such range) at the option unpaid principal amount of the Holder at Revolving Loan monthly in arrears (i) every thirtieth (30th) day after the commencement of any Interest Period (provided, however, to the extent that the thirtieth (30th) day after the commencement of such Interest Period, or any thirtieth (30th) day thereafter, is not a price equal Business Day, the Borrower shall pay to 100% the Lender interest in accordance with this Section on the first Business Day preceding such thirtieth (30th) day on which interest would otherwise be due) and upon the expiration of the Interest Period for any Revolving Loan that is a LIBO Rate Loan or a SWAP Rate Loan and (ii) on the Termination Date. The Borrower shall pay any outstanding fees, costs, expenses and interest on the unpaid principal amount hereof or, if this Note is a Discounted Note (as specified of the Revolving Loan on the face hereof), date on which the applicable Repayment Price specified Revolving Loan shall be paid in full pursuant to this Agreement and the other Loan Documents. The Borrower shall repay to the Lender on the face hereof (expressed as a percentage of Termination Date the principal amount of this Note)the Revolving Loan then outstanding, together in with all fees, costs and expenses and accrued and unpaid interest thereon. Advances: Advances hereunder may be made by wire transfer pursuant to written wire instructions provided by the case Borrower to the Lender. Alternatively, Advances hereunder may be made via ACH deposit to the Designated Account per instructions provided to the Lender by the Borrower. Subject to the provisions of Sections 2.02, 3.01 and 3.02 hereof, the Lender shall endeavor to fund requests for Advances received by 1:00 p.m. (Eastern Time) on any Business Day on the same day the request is received (unless the Borrower requests that any such repayment with accrued interest to the Repayment Date, but interest installments whose Stated Maturity is prior to the Repayment Date shall Advance be payable to the Holder of this Note, or made as one or more Predecessor SecuritiesLIBO Rate Loans or SWAP Rate Loans, of record at in which case the close of business on the relevant Regular or Special Record Dates, all as provided in the Indenture. For this Note to be repaid at the option provisions of the Holder, the Paying Agent must receive at least 30 days but not more than 60 days prior to the Repayment Date on which this Note is to be repaid, (a) appropriate wire transfer instructions and (b) either (i) this Note with the form section below entitled “Option to Elect RepaymentFixed LIBO Rate” below duly completed or (ii) a telegram“Fixed SWAP Rate”, telex, facsimile transmission or a letter from a member of a national securities exchange, or the Financial Industry Regulatory Authority, Inc. or a commercial bank or trust company in the United States setting forth the name of the Holder of this Note, the principal amount of this Note, the portion of principal amount of this Note to be repaid, the certificate number or a description of the tenor and terms of this Note, a statement that the option to elect repayment is being exercised thereby and a guarantee that this Note, together with the duly completed form entitled “Option to Elect Repayment” on this Noteas applicable, shall be received by the Paying Agent not later than the fifth Business Day after the date of such telegram, telex, facsimile transmission or letter, provided, however, that such Note and form duly completed is received by the Paying Agent by such fifth Business Day. Exercise of the repayment option by the Holder shall be irrevocable. The repayment option with respect to this Note may be exercised by the Holder for less than the entire principal amount hereof, provided that the principal amount, if any, of this Note that remains outstanding after such repayment must be an authorized denomination as defined herein. The Company shall not be required to register the transfer or exchange of any Note following the receipt of a notice to repay a Note as described above. All questions as to the validity, eligibility (including time of receipt) and acceptance of any Note for repayment shall be determined by the Trustee, whose determination shall be final, binding and non-appealable. In the event of redemption or repayment of this Note in part only, a new Note or Securities of this series and of like tenor and for a principal amount equal to the unredeemed or unrepaid portion shall be delivered to the registered Holder upon the cancellation hereof. If this Note is an Amortizing Note as shown on the face hereof or in the pricing supplement attached hereto or delivered herewith, a portion or all of the principal amount of this Note is payable prior to the Stated Maturity Date in accordance with a schedule or by application of a formulaapply).

Repayment. Unless one or more Repayment Dates is specified above, this Note shall not be Securities of any series which are repayable before their maturity at the option of their Holders (as established pursuant to Section 2.03) shall be repayable in accordance with their terms and in accordance with this Section. Notice of any repayment date with respect to the Securities of any series shall, unless otherwise specified by the terms of the Securities of such series, be given by the Company not less than 45 nor more than 60 days prior to such repayment date to each Holder on of Securities of such series in accordance with Section 11.01. The notice of the repayment date shall state (a) the repayment date; (b) the repayment price; (c) the place or places where such Securities are to be surrendered for payment and the date by which Securities must be so surrendered in order to be repaid; (d) a description of the procedure which a Holder must follow to exercise a repayment right; and (e) that exercise of the option to elect repayment is irrevocable. No failure of the Company to give the foregoing notice shall limit any date Holder’s right to exercise a repayment right. On or prior to the Stated Maturity specified aboverepayment date, the Company shall deposit with the Trustee or with a Paying Agent (or, if the Company is acting as its own Paying Agent, segregate and hold in trust as provided in Section 4.03) an amount of money sufficient to pay the repayment price of and accrued interest, if any, on all of the Securities of such series which are to be repaid on that date. If one or more Repayment Dates (or ranges The notice of Repayment Dates) are so specifiedrepayment having been given, this Note is subject the Securities of such series to be repaid shall, on the repayment on any date, become due and payable at the repayment price applicable thereto and from and after such date (or during any such range) at unless the option Company shall default in the payment of the Holder at a repayment price equal and accrued interest) such Securities shall cease to 100% of the principal amount hereof or, if this Note is a Discounted Note (as specified on the face hereof), the applicable Repayment Price specified on the face hereof (expressed as a percentage of the principal amount of this Note), together in the case bear interest. Upon surrender of any such Security for repayment in accordance with said notice, such Security shall be paid by the Company at the repayment price together with accrued interest to the Repayment Daterepayment date; provided, but however, that installments of interest installments whose Stated Maturity maturity is on or prior to the Repayment Date such repayment date shall be payable to the Holder Holders of this Note, or one or more Predecessor Securities, of record such Securities registered as such at the close of business on the relevant Regular or Special Record Datesrecord dates according to the terms and provisions of Section 2.04. If any Security shall not be paid upon surrender thereof for repayment, all as provided in the Indentureprincipal shall, until paid, bear interest from the repayment date at the rate prescribed therefor for such Security. For this Note to Any Security which by its terms may be repaid in part at the option of the Holder, the Paying Agent must receive at least 30 days but not more than 60 days prior to the Repayment Date on Holder and which this Note is to be repaidrepaid only in part shall be surrendered at any office or agency of the Company designated pursuant to Section 4.02 (with, (a) appropriate wire transfer instructions and (b) either (i) this Note with if the form entitled “Option to Elect Repayment” below duly completed Company or (ii) a telegramthe Trustee so requires, telexdue endorsement by, facsimile transmission or a letter from a member written instrument of a national securities exchangetransfer in form satisfactory to the Company and the Trustee duly executed by, the Holder thereof or his attorney duly authorized in writing), and the Financial Industry Regulatory AuthorityCompany and the Guarantor shall execute, Inc. or a commercial bank or trust company in and the United States setting forth the name of Trustee shall authenticate and deliver to the Holder of this Notesuch Security, the principal amount of this Notewithout service charge, the portion of principal amount of this Note to be repaid, the certificate number a new Security or a description Securities of the tenor same series and terms of this Note, a statement that the option to elect repayment is being exercised thereby and a guarantee that this Note, together with the duly completed form entitled “Option to Elect Repayment” on this Note, shall be received by the Paying Agent not later than the fifth Business Day after the date of such telegram, telex, facsimile transmission or letter, provided, however, that such Note and form duly completed is received by the Paying Agent by such fifth Business Day. Exercise of the repayment option by the Holder shall be irrevocable. The repayment option with respect to this Note may be exercised by the Holder for less than the entire principal amount hereof, provided that the principal amount, if anytenor, of this Note that remains outstanding after such repayment must be an any authorized denomination as defined herein. The Company shall not be required to register the transfer or exchange of any Note following the receipt of requested by such Holder, each such Security having endorsed thereon a notice to repay a Note as described above. All questions as to the validity, eligibility (including time of receipt) and acceptance of any Note for repayment shall be determined Guarantee duly executed by the TrusteeGuarantor, whose determination shall be final, binding and non-appealable. In the event of redemption or repayment of this Note in part only, a new Note or Securities of this series and of like tenor and for a aggregate principal amount equal to and in exchange for the unredeemed or unrepaid portion shall be delivered to the registered Holder upon the cancellation hereof. If this Note is an Amortizing Note as shown on the face hereof or in the pricing supplement attached hereto or delivered herewith, a portion or all of the principal amount of this Note is payable prior to the Stated Maturity Date in accordance with a schedule or by application of a formulaSecurity so surrendered.

Repayment. Unless one or more Repayment Dates is specified above(a) The Borrower unconditionally promises to pay to the Agent for the ratable benefit of each Noteholder, this Note shall not be repayable at the option outstanding principal amount of the Holder on any date prior Term Loan and all Revolving Advances, together with all accrued but then unpaid interest thereon, and all other Note Indebtedness as and when due in accordance with this Agreement. All unpaid principal and accrued but unpaid interest with respect to the Stated Note Indebtedness is due and payable in full on the Maturity specified aboveDate. If one or more Repayment Dates (or ranges the Loans are accelerated following the occurrence of Repayment Dates) are so specifiedan Event of Default, this Note is subject the Borrower shall immediately pay to repayment on any such date (or during any such range) at the option Agent for the ratable benefit of the Holder at a price equal to Noteholders the outstanding principal amount of the Term Loan and all Revolving Advances, together with all accrued but then unpaid interest thereon, and all other Note Indebtedness. (b) The Borrower shall also be required to, and hereby agrees to, make the following mandatory prepayments on the Term Loan and any Revolving Advances: 100% of the principal amount hereof ornet cash proceeds received by the Borrower or other Obligor or their Affiliates, if as applicable from (i) the EB-5 Program Issuance, (ii) any USDA Financing, (iii) any sales of the Borrower’s Capital Stock, (iv) any Indebtedness incurred or issued by Borrower (that is not permitted by this Note is a Discounted Note (as specified on the face hereofAgreement), (v) repayments made to the applicable Repayment Price specified on Borrower under the face hereof Revolving Intercompany Note to the extent such amounts are not immediately re-borrowed in accordance with the terms of the Revolving Intercompany Note, (expressed vi) the occurrence of a Change of Control (unless such Change of Control is caused by the exercise of the Aemetis Option or the exercise of the Warrant), (vii) the receipt of any tax refund, reimbursement or other payment from any Governmental Authority, and (viii) any sale, royalty agreement or other disposition of assets by the Borrower outside of the ordinary course of business or pursuant to a transaction that is not permitted pursuant to this Agreement (including as a percentage result of any condemnation, casualty or similar event) (other than dispositions to another Obligor, to the principal amount of this Noteextent permitted hereby); provided that, together in the case of this subclause (ix), the Agent (at the Borrower’s request) may in its sole discretion authorize the Obligors to reinvest all or a portion of such proceeds, and any such repayment with accrued interest to the Repayment Date, but interest installments whose Stated Maturity is prior to the Repayment Date reinvestment shall be payable to the Holder of this Note, or one or more Predecessor Securities, of record at the close of business permitted on the relevant Regular terms and conditions set forth by the Agent so long as no Default or Special Record DatesEvent of Default occurs. (c) Under this Agreement, all as provided amounts repaid or prepaid by the Borrower in the Indenture. For this Note to be repaid at the option respect of the Holder, the Paying Agent must receive at least 30 days but not more than 60 days prior to the Repayment Date on which this Note is to be repaid, (a) appropriate wire transfer instructions and (b) either (i) this Note with the form entitled “Option to Elect Repayment” below duly completed or (ii) a telegram, telex, facsimile transmission or a letter from a member of a national securities exchange, or the Financial Industry Regulatory Authority, Inc. or a commercial bank or trust company in the United States setting forth the name of the Holder of this Note, the principal amount of this Note, the portion of principal amount of this Note to be repaid, the certificate number or a description of the tenor and terms of this Note, a statement that the option to elect repayment is being exercised thereby and a guarantee that this Note, together with the duly completed form entitled “Option to Elect Repayment” on this Note, shall be received by the Paying Agent not later than the fifth Business Day after the date of such telegram, telex, facsimile transmission or letter, provided, however, that such Note and form duly completed is received by the Paying Agent by such fifth Business Day. Exercise of the repayment option by the Holder shall be irrevocable. The repayment option with respect to this Note Term Loan may be exercised by the Holder for less than the entire principal amount hereof, provided that the principal amount, if any, of this Note that remains outstanding after such repayment must be an authorized denomination as defined herein. The Company shall not be required to register the transfer or exchange of any Note following the receipt of a notice to repay a Note as described above. All questions as to the validity, eligibility (including time of receipt) and acceptance of any Note for repayment shall be determined by the Trustee, whose determination shall be final, binding and nonre-appealable. In the event of redemption or repayment of this Note in part only, a new Note or Securities of this series and of like tenor and for a principal amount equal to the unredeemed or unrepaid portion shall be delivered to the registered Holder upon the cancellation hereof. If this Note is an Amortizing Note as shown on the face hereof or in the pricing supplement attached hereto or delivered herewith, a portion or all of the principal amount of this Note is payable prior to the Stated Maturity Date in accordance with a schedule or by application of a formulaborrowed.

Repayment. Unless one or more Repayment Dates is specified above, this Note (a) The Borrower shall not be repayable at the option of the Holder on any date prior to the Stated Maturity specified above. If one or more Repayment Dates (or ranges of Repayment Dates) are so specified, this Note is subject to repayment on any such date (or during any such range) at the option of the Holder at a price equal to 100% of the principal amount hereof or, if this Note is a Discounted Note (as specified on the face hereof), the applicable Repayment Price specified on the face hereof (expressed as a percentage of repay the principal amount of each Loan on the Maturity Date applicable to such Loan, subject to the provisions of Section 4(b) with respect to payments on non-Business Days. Subject to Section 16 below, the Borrower may prepay any Loan made to it in whole or in part on any Business Day, provided that (i) the Borrower has given the Lender at least three (3) Business Days’ irrevocable written notice of such prepayment (and on the date specified for such prepayment in such notice, the Borrower will prepay the amount of the Loan to be prepaid, together with accrued interest thereon to the date of prepayment and any other amounts payable by the Borrower pursuant to this NoteAgreement), together and (ii) each partial prepayment will be in a principal amount of at least $1,000,000. (b) The Borrower will make each payment (whether in respect of principal, interest or otherwise) payable by it hereunder, irrespective of any right of counterclaim or set-off, not later than 2:00 P.M. (New York time) on the day when due in Dollars to the Lender at ▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇, or such other address as Lender may notify Borrower, in same day funds. All computations of interest will be made by the Lender on the basis of a year of 360 days, in each case for the actual number of days (including the first day but excluding the last day) occurring in the period for which such interest is payable. Each determination by the Lender of an interest rate hereunder will be conclusive and binding for all purposes, absent manifest error. If any payment on a Eurodollar Rate Loan becomes due and payable on a day other than a Business Day, the maturity thereof shall be extended to the next succeeding Business Day unless the result of such extension would be to extend such payment into another calendar month, in which event such payment shall be made on the immediately preceding Business Day. In the case of any such repayment with accrued interest extension of any payment of principal pursuant to the Repayment Datepreceding two sentences, but interest installments whose Stated Maturity is prior to the Repayment Date thereon shall be payable to the Holder of this Note, or one or more Predecessor Securities, of record at the close of business on the relevant Regular or Special Record Dates, all as provided in the Indenture. For this Note to be repaid at the option of the Holder, the Paying Agent must receive at least 30 days but not more than 60 days prior to the Repayment Date on which this Note is to be repaid, (a) appropriate wire transfer instructions and (b) either (i) this Note with the form entitled “Option to Elect Repayment” below duly completed or (ii) a telegram, telex, facsimile transmission or a letter from a member of a national securities exchange, or the Financial Industry Regulatory Authority, Inc. or a commercial bank or trust company in the United States setting forth the name of the Holder of this Note, the principal amount of this Note, the portion of principal amount of this Note to be repaid, the certificate number or a description of the tenor and terms of this Note, a statement that the option to elect repayment is being exercised thereby and a guarantee that this Note, together with the duly completed form entitled “Option to Elect Repayment” on this Note, shall be received by the Paying Agent not later than the fifth Business Day after the date of then applicable rate during such telegram, telex, facsimile transmission or letter, provided, however, that such Note and form duly completed is received by the Paying Agent by such fifth Business Day. Exercise of the repayment option by the Holder shall be irrevocable. The repayment option with respect to this Note may be exercised by the Holder for less than the entire principal amount hereof, provided that the principal amount, if any, of this Note that remains outstanding after such repayment must be an authorized denomination as defined herein. The Company shall not be required to register the transfer or exchange of any Note following the receipt of a notice to repay a Note as described above. All questions as to the validity, eligibility (including time of receipt) and acceptance of any Note for repayment shall be determined by the Trustee, whose determination shall be final, binding and non-appealable. In the event of redemption or repayment of this Note in part only, a new Note or Securities of this series and of like tenor and for a principal amount equal to the unredeemed or unrepaid portion shall be delivered to the registered Holder upon the cancellation hereof. If this Note is an Amortizing Note as shown on the face hereof or in the pricing supplement attached hereto or delivered herewith, a portion or all of the principal amount of this Note is payable prior to the Stated Maturity Date in accordance with a schedule or by application of a formulaextension.

Repayment. Unless one (i) Borrowers will repay each Invoice Advance on the earliest of: (a) the date on which payment is received of the Financed Receivable with respect to which the Invoice Advance was made, (b) the date on which the Financed Receivable is no longer an Eligible Account, (c) the date on which any Adjustment is asserted to the Financed Receivable (but only to the extent of the Adjustment if the Financed Receivable remains otherwise an Eligible Account), (d) the date on which there is a breach of any warranty or more Repayment Dates is specified aboverepresentation set forth in Section 5.3 or a breach of any covenant in this Agreement, this Note shall not be repayable or (e) the Maturity Date (including any early termination). Each payment will also include all accrued Finance Charges and Collateral Handling Fees with respect to such Invoice Advance and all other amounts then due and payable hereunder. (ii) Borrower will pay Finance Charges and Collateral Handling Fees on Collections Advances monthly, on the first day of the month. Payments of Finance Charges and/or Collateral Handling Fees received after 3:00 p.m. Eastern time are considered received at the option of the Holder on any date prior to the Stated Maturity specified above. If one or more Repayment Dates (or ranges of Repayment Dates) are so specified, this Note is subject to repayment on any such date (or during any such range) at the option of the Holder at a price equal to 100% of the principal amount hereof or, if this Note is a Discounted Note (as specified on the face hereof), the applicable Repayment Price specified on the face hereof (expressed as a percentage of the principal amount of this Note), together in the case of any such repayment with accrued interest to the Repayment Date, but interest installments whose Stated Maturity is prior to the Repayment Date shall be payable to the Holder of this Note, or one or more Predecessor Securities, of record at the close opening of business on the relevant Regular next Business Day. When a payment is due on a day that is not a Business Day, the payment is due the next Business Day and additional fees or Special Record Datesinterest, as applicable, shall continue to accrue. In addition, all as provided payments of Finance Charges and/or Collateral Handling Fees for Collections Advances shall be deemed applied by Bank on account of Obligations one and one-half (1.5) Business Days following receipt of such payment. The principal amount of all outstanding Collections Advances, plus all accrued but unpaid interest thereon are due on the Maturity Date. Notwithstanding anything to the contrary in the Indenture. For this Note to be repaid foregoing, if, at the option of the Holderany time, the Paying Agent outstanding principal balance of all Collections Advances exceeds GTTA’s total cash collections during the then-preceding two calendar months, Borrowers must receive at least 30 days but not more than 60 days prior immediately repay Bank the excess, and any such payment shall be deemed applied by Bank on account of Obligations one and one-half (1.5) Business Days following receipt of such payment. (iii) Notwithstanding anything to the Repayment Date on contrary in the forgoing, during any Subject Month in which this Note is the Invoice Advance Rate applies, any outstanding Collections Advances will be immediately converted to be repaid, (a) appropriate wire transfer instructions Invoice Advances and (b) either repaid in accordance with subsection (i) this Note above. If Borrower does not have enough Eligible Accounts to finance the total Collections Advances then-outstanding, Borrower must immediately repay Bank the excess. Conversely, during any Subject Month in which the Collections Advance Rate applies, any outstanding Invoice Advances will be immediately converted to Collections Advances and repaid in accordance with the form entitled “Option to Elect Repayment” below duly completed or subsection (ii) a telegram, telex, facsimile transmission or a letter from a member of a national securities exchange, or the Financial Industry Regulatory Authority, Inc. or a commercial bank or trust company in the United States setting forth the name of the Holder of this Note, the principal amount of this Note, the portion of principal amount of this Note to be repaid, the certificate number or a description of the tenor and terms of this Note, a statement that the option to elect repayment is being exercised thereby and a guarantee that this Note, together with the duly completed form entitled “Option to Elect Repayment” on this Note, shall be received by the Paying Agent not later than the fifth Business Day after the date of such telegram, telex, facsimile transmission or letter, provided, however, that such Note and form duly completed is received by the Paying Agent by such fifth Business Day. Exercise of the repayment option by the Holder shall be irrevocable. The repayment option with respect to this Note may be exercised by the Holder for less than the entire principal amount hereof, provided that the principal amount, if any, of this Note that remains outstanding after such repayment must be an authorized denomination as defined herein. The Company shall not be required to register the transfer or exchange of any Note following the receipt of a notice to repay a Note as described above. All questions as If Borrower does not have enough cash collections to finance the validitytotal Invoice Advances then-outstanding, eligibility (including time of receipt) and acceptance of any Note for repayment shall be determined by Borrower must immediately repay Bank the Trustee, whose determination shall be final, binding and non-appealable. In the event of redemption or repayment of this Note in part only, a new Note or Securities of this series and of like tenor and for a principal amount equal to the unredeemed or unrepaid portion shall be delivered to the registered Holder upon the cancellation hereof. If this Note is an Amortizing Note as shown on the face hereof or in the pricing supplement attached hereto or delivered herewith, a portion or all of the principal amount of this Note is payable prior to the Stated Maturity Date in accordance with a schedule or by application of a formulaexcess.

Repayment. Unless one A. The Borrower will repay the Loan as stipulated in the Schedule attached hereto, subject to any other changes in such Repayment as communicated later in writing by the Lender to the Borrower. However, in the event of delay or more Repayment Dates is specified aboveadvancement, this Note shall not be repayable at for any reason whatsoever, in the option disbursement of the Holder on any date prior Loan, the Due Date of payment of first EMI shall in such case be the corresponding day of the following months to the Stated Maturity specified above. If one or more day currently stated in the Schedule attached hereto. B. The Borrower shall pay to the Lender PEMII every month, until commencement of EMI. C. The Borrower agrees that the Repayment Dates (or ranges of Repayment Dates) are so specified, this Note is subject to repayment on any such date (or during any such range) at the option of the Holder at a price equal to 100% of the principal amount hereof or, if this Note is a Discounted Note (as specified on the face hereof), the applicable Repayment Price specified on the face hereof (expressed as a percentage of the principal amount of this Note)Loan, together in with Interest, Additional Interest and all such other sums due and payable by the case of any such repayment with accrued interest Borrower to the Repayment Date, but interest installments whose Stated Maturity is prior Lender in relation to the Repayment Date Loan shall be payable at the place, where the branch of the Lender is situated or such other place notified by the Lender to the Holder Borrower, by way of this NotePost Dated Cheques and /or SI and/or ECS, or one or more Predecessor Securities, of record at and/or ACH mandates details whereof are mentioned in the close of business Schedule attached hereto. The Borrower agrees that the amount shall be remitted to the Lender on the relevant Regular or Special Record Dates, all as provided in the Indenture. For this Note to be repaid at the option of the Holder, the Paying Agent must receive at least 30 days but not more than 60 days prior to the Repayment Date on which this Note is to be repaid, (a) appropriate wire transfer instructions and (b) either (i) this Note with the form entitled “Option to Elect Repayment” below duly completed or (ii) a telegram, telex, facsimile transmission or a letter from a member of a national securities exchange, or the Financial Industry Regulatory Authority, Inc. or a commercial bank or trust company in the United States setting forth the name of the Holder of this Note, the principal amount of this Note, the portion of principal amount of this Note to be repaid, the certificate number or a description of the tenor and terms of this Note, a statement that the option to elect repayment is being exercised thereby and a guarantee that this Note, together with the duly completed form entitled “Option to Elect Repayment” on this Note, shall be received by the Paying Agent not later than the fifth Business Day after the date of such telegram, telex, facsimile transmission or letter, provided, however, that such Note and form duly completed is received by the Paying Agent by such fifth Business Day. Exercise of the repayment option by the Holder shall be irrevocable. The repayment option with respect to this Note may be exercised by the Holder for less than the entire principal amount hereof, provided that the principal amount, if any, of this Note that remains outstanding after such repayment must be an authorized denomination as defined herein. The Company shall not be required to register the transfer or exchange of any Note following the receipt of a notice to repay a Note as described above. All questions as to the validity, eligibility (including time of receipt) and acceptance of any Note for repayment shall be determined by the Trustee, whose determination shall be final, binding and non-appealableDue Date. In the event of redemption or repayment any dishonour of this Note Post Dated Cheques/SI/ECS instruction/ACH mandates, the Borrower agrees to pay a dishonour charge as mentioned in part onlythe Schedule attached hereto, a new Note or Securities in addition to any Additional Interest that may be levied by the Lender. The Borrower hereby further confirms that it is aware of this series the fact that any dishonour of any Post Dated Cheques and/or ECS and/or SI and/or ACH mandates so issued by the Borrower for payment of Loan together with Interest, Additional Interest and of like tenor all such other sums due and for a principal amount equal payable by the Borrower in relation to the unredeemed or unrepaid portion shall be delivered Loan to the registered Holder upon the cancellation hereof. If this Note is Lender would constitute an Amortizing Note as shown on the face hereof or in the pricing supplement attached hereto or delivered herewith, a portion or all offence under Section 138 of the principal amount Negotiable Instruments Act, 1881 and the Lender may initiate such legal action against the Borrower as it may deem fit. i) the date of this Note is payable prior to the Stated Maturity Date in accordance with a schedule payment of EMIs or by application of a formula.PEMII

Repayment. Unless one or more Repayment Dates is specified aboveEach Note, this Note and all principal outstanding thereunder, shall not be repayable bear interest at the option of the Holder on any date prior to the Stated Maturity specified aboveits Applicable Interest Rate. If one or more Repayment Dates (or ranges of Repayment Dates) are so specified, this Note is subject to repayment on any such date (or during any such range) at the option of the Holder at a price equal to 100% of the principal amount hereof or, if this Note is a Discounted Note (as specified on the face hereof), the applicable Repayment Price specified on the face hereof (expressed as a percentage of the The principal amount of this Note), together in and the case of any such repayment with interest accrued interest under each Note made by Borrower pursuant to the Repayment Date, but interest installments whose Stated Maturity is prior to the Repayment Date Section 2.2 above shall be payable to the Holder of this Note, or one or more Predecessor Securities, of record at the close of business on the relevant Regular or Special Record Dates, all as provided in the Indenture. For this Note to be repaid at the option of the Holder, the Paying Agent must receive at least 30 days but not more than 60 days prior to the Repayment Date on which this Note is to be repaid, (a) appropriate wire transfer instructions and (b) either (i) this Note with converted or rolled over by the form entitled “Option to Elect Repayment” below duly completed or (ii) a telegram, telex, facsimile transmission or a letter from a member of a national securities exchange, or Borrower on the Financial Industry Regulatory Authority, Inc. or a commercial bank or trust company Payment Date indicated in the United States setting forth the name of the Holder of this Noteapplicable Request for Loan, the principal amount of this Note, the portion of principal amount of this Note to be repaid, the certificate number or a description of the tenor and terms of this Note, a statement that the option to elect repayment is being exercised thereby and a guarantee that this Note, together with the duly completed form entitled “Option to Elect Repayment” on this Note, shall be received by the Paying Agent not but in no event later than the fifth Business Day ninety (90) days after the date of advance for such telegramNote. At the Maturity Date, telexthe entire balance of all Notes then outstanding and all then accrued and unpaid interest thereon, facsimile transmission or lettershall be due and payable. The amount and date of each Loan, the Applicable Interest Rates, the Interest Periods and the amount and date of any repayment shall be noted on Bank's records, which records will be conclusive evidence thereof, absent manifest error; provided, however, that any failure by Bank to record any such Note and form duly completed is received by the Paying Agent by such fifth Business Day. Exercise of the repayment option by the Holder shall be irrevocable. The repayment option with respect to this Note may be exercised by the Holder for less than the entire principal amount hereof, provided that the principal amount, if any, of this Note that remains outstanding after such repayment must be an authorized denomination as defined herein. The Company information shall not be required to register the transfer or exchange relieve Company of any Note following the receipt of a notice its obligations to repay a Note as described above. All questions as to the validity, eligibility (including time of receipt) and acceptance of any Note for repayment shall be determined by the Trustee, whose determination shall be final, binding and non-appealable. In the event of redemption or repayment of this Note in part only, a new Note or Securities of this series and of like tenor and for a principal amount equal to the unredeemed or unrepaid portion shall be delivered to the registered Holder upon the cancellation hereof. If this Note is an Amortizing Note as shown on the face hereof or in the pricing supplement attached hereto or delivered herewith, a portion or all of the outstanding principal amount of this Note is the Loans, accrued interest thereon, and any other amounts payable prior to the Stated Maturity Date by Company hereunder in accordance with the terms of this Agreement. All payments by Company to Bank under or pursuant to this Agreement or any of the other Loan Documents, whether principal, interest or otherwise, shall be made without setoff, deduction or counterclaim on the date specified for such payment, in immediately available funds, (i) if payment is due in Dollars, to Comerica at Comerica Tower at Detroit Center, ▇▇▇ ▇▇▇▇▇▇▇▇ Avenue, Detroit, Michigan, account no. 1851-355014 and (ii) if payment is due in Pesos, to CBM, at account no. 7336-0201. Principal amounts repaid may be subsequently reborrowed provided no Advance may mature after the Maturity Date. Each payment by or on behalf of the Borrower hereunder shall, unless a schedule or specific determination is made by application of a formulaBank with respect thereto, be applied (A) first, to any fees, costs, expenses and other amounts (other than principal and interest) due Bank; (B) second, to accrued and unpaid interest and fees due Bank; and (C) third, to principal due Bank.

Repayment. Unless one or more Repayment Dates is specified above, this Note shall (a) The Borrower will repay Utilisations on each Instalment Date and each Mandatory Cancellation Date in such amount as will ensure that: (i) the Tranche A Utilisations do not be repayable exceed the Tranche A Commitments then in effect (after giving effect to any reduction and cancellation of Commitments on such date); and (ii) the Tranche B Utilisations do not exceed the Tranche B Commitments then in effect (after giving effect to any reduction and cancellation of Commitments on such date). (b) If at any time the option Zloty Limits of any Tranche B Bank are reduced in accordance with Clause 5.5 (Zloty Limit) below the Zloty Equivalent of the Holder on any date prior Tranche B Advances outstanding and owing to such Tranche B Bank at such time, the Borrower will repay Utilisations in such amounts as will ensure that such Tranche B Advances are equal to the Stated Maturity specified above. If one or more Repayment Dates Zloty Limits of such Tranche B Bank at such time. (or ranges c) If, by the First Mandatory Registration Date: (i) the Asset Pledge has not been registered in the register of Repayment Datespledges in Warsaw and (ii) are so specified, this Note is subject to repayment on any such date (or during any such range) Shareholders owning at the option of the Holder at a price equal to 100least 51% of the principal amount hereof or, if this Note is a Discounted Note (as specified on outstanding Shares shall have failed to execute and deliver the face hereof)requisite Ordinary Share Pledges and Registered Share Pledges to the Security Agent and failed to have filed such Registered Share Pledges for registration in the register of pledges in Warsaw and the Agent shall not have received an opinion of counsel satisfactory to it, the applicable Repayment Price specified on Borrower will, immediately upon the face hereof earlier to occur of (expressed as a percentage x) receipt of written notice of the principal amount of this Note), together in Agent (acting upon the case of any such repayment with accrued interest to the Repayment Date, but interest installments whose Stated Maturity is prior to the Repayment Date shall be payable to the Holder of this Note, or one or more Predecessor Securities, of record at the close of business on the relevant Regular or Special Record Dates, all as provided in the Indenture. For this Note to be repaid at the option instructions of the Holder, the Paying Agent must receive at least 30 days but not more than 60 days prior to the Repayment Date on which this Note is to be repaid, (aMajority Banks) appropriate wire transfer instructions and (by) either (i) this Note with the form entitled “Option to Elect Repayment” below duly completed or (ii) a telegram, telex, facsimile transmission or a letter from a member of a national securities exchange, or the Financial Industry Regulatory Authority, Inc. or a commercial bank or trust company in the United States setting forth the name of the Holder of this Note, the principal amount of this Note, the portion of principal amount of this Note to be repaid, the certificate number or a description of the tenor and terms of this Note, a statement that the option to elect repayment is being exercised thereby and a guarantee that this Note, together with the duly completed form entitled “Option to Elect Repayment” on this Note, shall be received by the Paying Agent not later than the fifth 30th Business Day after the date of such telegramFirst Mandatory Registration Date, telexrepay all Utilisations. (d) If, facsimile transmission or letter, provided, however, that such Note and form duly completed is received by the Paying Agent by such fifth Business Day. Exercise Final Mandatory Registration Date, (i) the Asset Pledge has not been registered in the register of pledges in Warsaw and (ii) the Registered Share Pledge has not been registered in the register of pledges in Warsaw, the Borrower will, immediately upon the earlier to occur of (x) receipt of written notice of the repayment option by Agent (acting upon the Holder shall be irrevocable. The repayment option with respect to this Note may be exercised by instructions of the Holder for less than the entire principal amount hereof, provided that the principal amount, if any, of this Note that remains outstanding after such repayment must be an authorized denomination as defined herein. The Company shall not be required to register the transfer or exchange of any Note following the receipt of a notice to repay a Note as described above. All questions as to the validity, eligibility (including time of receiptMajority Banks) and acceptance of any Note for repayment shall be determined by (y) the Trustee30th Business Day after the Final Mandatory Registration Date, whose determination shall be final, binding repay all Utilisations. PTC - Amended and non-appealable. In the event of redemption or repayment of this Note in part only, a new Note or Securities of this series and of like tenor and for a principal amount equal to the unredeemed or unrepaid portion shall be delivered to the registered Holder upon the cancellation hereof. If this Note is an Amortizing Note as shown Restated Supplemental Facility Agreement -------------------------------------------------------------------------------- 36 -------------------------------------------------------------------------------- (e) The Borrower will repay all Utilisations on the face hereof or in the pricing supplement attached hereto or delivered herewith, a portion or all of the principal amount of this Note is payable prior to the Stated Maturity Date in accordance with a schedule or by application of a formulaFinal Repayment Date.

Repayment. Unless one or more Repayment Dates is specified above, this Note shall not be repayable at the option The principal balance of the Holder on any date prior to the Stated Maturity specified above. If one or more Repayment Dates (or ranges of Repayment Dates) are so specified, this Note is subject to repayment on any such date (or during any such range) at the option of the Holder at a price equal to 100% of the principal amount hereof or, if this Note is a Discounted Note (as specified on the face hereof), the applicable Repayment Price specified on the face hereof (expressed as a percentage of the principal amount of this Note), together in the case of any such repayment with accrued interest to the Repayment Date, but interest installments whose Stated Maturity is prior to the Repayment Date shall be payable to the Holder of this Note, or one or more Predecessor Securities, of record at the close of business on the relevant Regular or Special Record Dates, all as provided in the Indenture. For this Note to be repaid at the option of the Holder, the Paying Agent must receive at least 30 days but not more than 60 days prior to the Repayment Date on which this Note is to be repaid, (a) appropriate wire transfer instructions and (b) either (i) this Note with the form entitled “Option to Elect Repayment” below duly completed or (ii) a telegram, telex, facsimile transmission or a letter from a member of a national securities exchange, or the Financial Industry Regulatory Authority, Inc. or a commercial bank or trust company in the United States setting forth the name of the Holder of this Note, the principal amount of this Note, the portion of principal amount of this Note to be repaid, the certificate number or a description of the tenor and terms of this Note, a statement that the option to elect repayment is being exercised thereby and a guarantee that this Note, together with the duly completed form entitled “Option to Elect Repayment” on this Noteinterest thereon, shall be payable as follows: (a) Commencing on the first day of the first month after the date hereof, and on the first day of each month thereafter up to and including the Special Project Revolving Credit Expiration Date (as defined in the Loan Agreement), the Borrower shall make consecutive monthly payments of accrued and unpaid interest. Payments received by the Paying Agent not later than Lender from the fifth Business Day after Special Deposit Account pursuant to the date provisions of such telegram, telex, facsimile transmission or letter, the Loan Agreement shall be applied first to accrued and unpaid interest and then to the outstanding principal of this Note; provided, however, that upon the occurrence of an Event of Default, such Note and form duly completed is payments received by the Paying Agent by such fifth Business Day. Exercise of Lender from the repayment option by the Holder Special Deposit Account shall be irrevocable. The repayment option with respect applied to payment of interest, principal, and other indebtedness evidenced by this Note may be exercised by in the Holder for less than the entire principal amount hereof, provided that the principal amount, if any, of this Note that remains outstanding after such repayment must be an authorized denomination as defined herein. The Company shall not be required to register the transfer or exchange of any Note following the receipt of a notice to repay a Note as described above. All questions as to the validity, eligibility (including time of receipt) and acceptance of any Note for repayment shall be order determined by the TrusteeLender in the exercise of its discretion. (b) If not sooner paid, whose determination this Note shall mature, and the entire unpaid principal balance hereof, together with all accrued and unpaid interest thereon shall be final, binding due and non-appealable. In the event of redemption or repayment of this Note in part only, a new Note or Securities of this series and of like tenor and for a principal amount equal to the unredeemed or unrepaid portion shall be delivered to the registered Holder upon the cancellation hereof. If this Note is an Amortizing Note as shown payable on the face hereof Special Project Revolving Credit Expiration Date, which will be the maturity date for this Note. On or in before the pricing supplement attached hereto Special Project Revolving Credit Expiration Date, Borrower shall pay Lender (i) the principal sum of $6,000,000.00, or delivered herewithif different from such amount, a portion or all the unpaid principal balance of so much thereof as may be advanced and due and owing under the Loan Agreement; and (ii) interest on the principal amount of this Note is from time to time outstanding, payable prior to at the Stated Maturity Date applicable Interest Rate or Default Rate, as applicable, in accordance with a schedule the provisions of this Note and the Loan Agreement. (c) If the principal of or interest on this Note, late charges, or any other amount required to be paid hereunder is not paid when due, whether by application acceleration or otherwise, the Borrower shall, on demand, from time to time pay to the Lender interest on such principal, interest, late charges, or other amount from the date due until the date of a formulapayment (after as well as before any judgment) at the Default Rate; provided, however, that interest shall not accrue on any payment due under this Note (excluding payments of principal, interest, or late charges) until ▇▇▇▇▇▇ gives to Borrower written notice of such amount due.

Repayment. Unless one or more Repayment Dates is specified aboveSubject to section 7, the principal of this Note shall not be repayable at due and payable in ten (10) installments, commencing on January 1, 1998, with the option first installment being in the amount of One Hundred Twenty-Five Thousand and No/100 Dollars ($125,000.00), and installments thereafter continuing to be due and payable on the Holder on any date prior first (1st) day of every July and January thereafter, with each such installment to the Stated Maturity specified above. If one or more Repayment Dates (or ranges of Repayment Dates) are so specified, this Note is subject to repayment on any such date (or during any such range) at the option of the Holder at be in a price principal amount equal to 100% of the principal amount hereof or, if this Note is a Discounted Note Five Hundred Thousand and No/100 Dollars (as specified on the face hereof$500,000.00), until five (5) years from the applicable Repayment Price specified on the face hereof (expressed as a percentage of the principal amount of this Note), together in the case of any such repayment with accrued interest to the Repayment Date, but interest installments whose Stated Maturity is prior to the Repayment Date shall be payable to the Holder date of this Note, or one or more Predecessor Securities, when the total outstanding balance of record at all unpaid principal and interest shall be finally due and payable. Borrower shall have the close right to prepay the principal of business on the relevant Regular or Special Record Dates, all as provided in the Indenture. For this Note to be repaid at the option of the Holderin whole or in part, the Paying Agent must receive at least 30 days but not more than 60 days prior to the Repayment Date on which this Note is to be repaidprovided, that (a) appropriate wire transfer instructions and (b) either (i) this Note with the form entitled “Option to Elect Repayment” below duly completed or (ii) a telegram, telex, facsimile transmission or a letter from a member of a national securities exchange, or the Financial Industry Regulatory Authority, Inc. or a commercial bank or trust company each such prepayment shall be in the United States setting forth principal sum of One Hundred Thousand and No/100 Dollars ($100,000.00) or any integral multiple thereof or an amount equal to the name of the Holder then aggregate unpaid principal balance of this Note, (b) each such prepayment shall be applied to the principal amount of this Note, the portion of principal amount installments of this Note to be repaid, in the certificate number or a description inverse order of the tenor and terms of this Note, a statement that the option to elect repayment is being exercised thereby and a guarantee that this Note, together with the duly completed form entitled “Option to Elect Repayment” on this Note, shall be received by the Paying Agent not later than the fifth Business Day after the date of such telegram, telex, facsimile transmission or lettertheir respective due dates, provided, however, that such so long as no Event of Default has occurred and is continuing, and with written notice from Borrower to Bank which accompanies payment, Borrower may elect to have prepaid principal applied to installments of this Note in the present order of their respective due dates, and form duly completed is received by (c) concurrently with the Paying Agent by such fifth Business Day. Exercise prepayment of the repayment option by entire unpaid principal balance of this Note, Borrower shall pay the Holder shall be irrevocableaccrued interest on the principal being prepaid. The repayment option with respect to Each prepayment of the principal of this Note may be exercised made without premium or penalty, provided, that if any LIBOR Unit is paid (whether by way of a prepayment or a payment following any acceleration of the Holder due date thereof) in whole or in part before the last day of the Contract Period for less than that Unit, then, and in each such case, Borrower shall, concurrently with the entire payment, pay to Bank (i) the accrued interest on the principal being prepaid and (ii) a premium based on the principal amount hereof, provided paid and computed for the period from the date of payment to the last day of the Contract Period for that Unit at a rate per annum equal to the principal amountexcess, if any, of this Note that remains outstanding after such repayment must be an authorized denomination as defined herein. The Company shall not be required to register the transfer or exchange of any Note following Contract Rate theretofore applicable over the receipt of a notice to repay a Note as described above. All questions as to the validity, eligibility (including time of receipt) and acceptance of any Note for repayment shall be determined by the Trustee, whose determination shall be final, binding and non-appealable. In the event of redemption or repayment of this Note in part only, a new Note or Securities of this series and of like tenor and for a principal amount equal to the unredeemed or unrepaid portion shall be delivered to the registered Holder upon the cancellation hereof. If this Note is an Amortizing Note as shown on the face hereof or in the pricing supplement attached hereto or delivered herewith, a portion or all of the principal amount of this Note is payable prior to the Stated Maturity Date in accordance with a schedule or by application of a formulaReinvestment Rate.

Repayment. Unless one or more Repayment Dates is specified above, this Note shall not be repayable at the option of the Holder on any date prior to the Stated Maturity specified above. If one or more Repayment Dates (or ranges of Repayment Dates) are so specified, this Note is subject to repayment on any such date (or during any such range) at the option of the Holder at a price equal to 100% of the principal amount hereof or, if this Note is a Discounted Note (as specified on the face hereof), the applicable Repayment Price specified on the face hereof (expressed as a percentage of the principal amount of this Note), together in the case of any such repayment with accrued interest to the Repayment Date, but interest installments whose Stated Maturity is prior to the Repayment Date shall be payable to the Holder of this Note, or one or more Predecessor Securities, of record at the close of business on the relevant Regular or Special Record Dates, all as provided in the Indenture. For this Note to be repaid at the option of the Holder, the Paying Agent must receive at least 30 days but not more than 60 days prior to the Repayment Date on which this Note is to be repaid, (a) appropriate wire transfer instructions and (b) either (i) this Note with the form entitled “"Option to Elect Repayment” " below duly completed or (ii) a telegram, telex, facsimile transmission or a letter from a member of a national securities exchange, or the Financial Industry Regulatory AuthorityNational Association of Securities Dealers, Inc. or a commercial bank or trust company in the United States setting forth the name of the Holder of this Note, the principal amount of this Note, the portion of principal amount of this Note to be repaid, the certificate number or a description of the tenor and terms of this Note, a statement that the option to elect repayment is being exercised thereby and a guarantee that this Note, together with the duly completed form entitled “"Option to Elect Repayment” " on this Note, shall be received by the Paying Agent not later than the fifth Business Day after the date of such telegram, telex, facsimile transmission or letter, provided, however, that such Note and form duly completed is received by the Paying Agent by such fifth Business Day. Exercise of the repayment option by the Holder shall be irrevocable. The repayment option with respect to this Note may be exercised by the Holder for less than the entire principal amount hereof, provided that the principal amount, if any, of this Note that remains outstanding after such repayment must be an authorized denomination as defined herein. The Company shall not be required to register the transfer or exchange of any Note following the receipt of a notice to repay a Note as described above. All questions as to the validity, eligibility (including time of receipt) and acceptance of any Note for repayment shall be determined by the Trustee, whose determination shall be final, binding and non-appealable. In the event of redemption or repayment of this Note in part only, a new Note or Securities of this series and of like tenor and for a principal amount equal to the unredeemed or unrepaid portion shall be delivered to the registered Holder upon the cancellation hereof. If this Note is an Amortizing Note as shown on the face hereof or in the pricing supplement attached hereto or delivered herewith, a portion or all of the principal amount of this Note is payable prior to the Stated Maturity Date in accordance with a schedule or by application of a formula.

Repayment. Unless one 6.1.1 The Borrower(s) shall, if not demanded earlier by the Bank, repay the Facilities/ Individual Facility together with the interest that is due from time to time in accordance with the repayment schedule specified in the Facility Letter, without any demur, protest or more Repayment Dates is specified abovedefault and without claiming any set-off or counterclaim or withholding or deduction (save as required by law in which case the amount payable by the Borrower to the Bank shall be increased to the amount which after making such deduction or withholding equals the original due amount as if no withholding or deduction were required), on the respective Due Date(s) and in accordance with this Agreement . For clarity, this Note shall not be repayable at applies even to term loans, short term loans, working capital term loans, working capital demand loans, buyer’s credit or other Facilities even if there are no Special Provisions Relating to the option Product for any of them. Provided that if the amount of the Holder on any date prior to Facility actually disbursed is less than the Stated Maturity specified above. If one or more Repayment Dates (or ranges of Repayment Dates) are so specified, this Note is subject to repayment on any such date (or during any such range) at Facilities amount then the option of the Holder at a price equal to 100% of the principal amount hereof or, if this Note is a Discounted Note (as specified on the face hereof), the applicable Repayment Price specified on the face hereof (expressed as a percentage of the principal amount of this Note), together in installments payable as aforesaid shall be reduced prorate but the case of any such repayment with accrued interest to the Repayment Date, but interest installments whose Stated Maturity is prior to the Repayment Date same shall be payable on the stipulated days mentioned in the Facility Letter or the period of repayment shall be correspondingly reduced as the Bank may decide in its discretion and notify the Borrower in writing. 6.1.2 Notwithstanding anything to the Holder contrary, the Bank shall in its absolute discretion or as per the guidelines/ directions/rules/ regulations/ law issued/ notified by RBI and/or any other statutory or regulatory authority and any other law in force including but not limited to, any tax law modify the repayment schedule including increase/ reduce the amount/ number of installments and/or and in all such cases the repayment schedule shall be deemed to be read and construed accordingly. 6.1.3 If any payment under this Note, Agreement is required to be made on or one before a day which is not a Business Day or more Predecessor Securities, of record at within a period which ends on a day which is not a Business Day then the close of business Borrower shall be required to make the payment on the relevant Regular or Special Record Datesimmediately preceding Business Day, all as provided in the Indenture. For this Note to be repaid at the option of the Holder, the Paying Agent must receive at least 30 days but not more than 60 days prior to the Repayment Date on which this Note is to be repaid, (a) appropriate wire transfer instructions and (b) either (i) this Note with the form entitled “Option to Elect Repayment” below duly completed or (ii) a telegram, telex, facsimile transmission or a letter from a member of a national securities exchange, or the Financial Industry Regulatory Authority, Inc. or a commercial bank or trust company in the United States setting forth the name of the Holder of this Note, the principal amount of this Note, the portion of principal amount of this Note to be repaid, the certificate number or a description of the tenor and terms of this Note, a statement that the option to elect repayment is being exercised thereby and a guarantee that this Note, together with the duly completed form entitled “Option to Elect Repayment” on this Note, shall be received by the Paying Agent not later than the fifth Business Day after the date of such telegram, telex, facsimile transmission or letter, provided, however, that in such Note case the Borrower shall pay interest with monthly rests or such other rests upto the date when payment is due or payment was actually due. 6.1.4 The Borrower shall keep itself informed of the Due Date(s) and form duly completed is received payment obligations pursuant thereto including amount and frequency of installments and variations thereto 6.1.5 If required by the Paying Agent by such fifth Business Day. Exercise Bank at any time during the currency of the repayment option Facilities so sanctioned by the Holder shall be irrevocable. The repayment option with respect Bank to this Note may be exercised the Borrower and for the due discharge of the liabilities undertaken by the Holder for less than Borrower, the entire principal amount hereof, provided that the principal amount, if any, of this Note that remains outstanding after such repayment must be an authorized denomination as defined herein. The Company Borrower shall not be required to register the transfer or exchange of any Note following the receipt of a notice to repay a Note as described above. All questions as provide to the validityBank such payment instruments modes including undated/ post- dated cheques, eligibility (including time of receipt) and acceptance of any Note for repayment shall be determined by standing instructions, electronic clearing service mandates as the Trustee, whose determination shall be final, binding and non-appealable. In the event of redemption or repayment of this Note in part only, a new Note or Securities of this series and of like tenor and for a principal amount equal to the unredeemed or unrepaid portion shall be delivered to the registered Holder upon the cancellation hereof. If this Note is an Amortizing Note as shown on the face hereof or in the pricing supplement attached hereto or delivered herewith, a portion or all of the principal amount of this Note is payable prior to the Stated Maturity Date in accordance with a schedule or by application of a formulacase may be.

Repayment. Unless one or more Repayment Dates is specified above, this Note shall not be repayable at The Borrower hereby unconditionally promises to pay the option Loans of each Class as follows: (i) to the Administrative Agent for the account of the Holder Syndicated Lenders of such Class, on any date prior to the Stated Maturity specified above. If one dates set forth on Schedule 2.09, or more Repayment Dates (or ranges of Repayment Dates) are so specified, this Note is subject to repayment on if any such date (or during any such range) at is not a Business Day, on the option next succeeding Business Day, a principal amount of the Holder at a price Syndicated Loans of such Class equal to 100the percentage of Syndicated Loans of such Class outstanding on the Commitment Termination Date as set forth on Schedule 2.09 for such date, together in each case with accrued and unpaid interest on the principal amount repaid. To the extent not previously paid (including as set forth in Section 2.10(g)), all Loans shall be due and payable on the Maturity Date; (ii) to the Administrative Agent for the account of the Term Lenders, on the Maturity Date, or if such date is not a Business Day, on the next succeeding Business Day, the unpaid principal amount of all Term Loans, together with accrued and unpaid interest on the principal amount repaid; (iii) to each Swingline Lender the then unpaid principal amount of each Swingline Loan of such Class denominated in Dollars made by such Swingline Lender, on the earlier of the Commitment Termination Date and the first date after such Swingline Loan is made that is the fifteenth or last day of a calendar month and is at least ten (10) Business Days after such Swingline Loan is made; provided that on each date that a Syndicated Borrowing of such Class is made, the Borrower shall repay all Swingline Loans of such Class then outstanding; and (iv) to each Swingline Lender the then unpaid principal amount of each Swingline Loan of such Class denominated in a Foreign Currency made by such Swingline Lender, on the earlier of the Commitment Termination Date and the fifth Business Day after such Swingline Loan is made. In addition, on the Commitment Termination Date, the Borrower shall deposit into the Letter of Credit Collateral Account Cash in an amount equal to 102% of the principal amount hereof or, if this Note is a Discounted Note (as specified on the undrawn face hereof), the applicable Repayment Price specified on the face hereof (expressed as a percentage of the principal amount of this Note), together in the case all Letters of any such repayment with accrued interest to the Repayment Date, but interest installments whose Stated Maturity is prior to the Repayment Date shall be payable to the Holder of this Note, or one or more Predecessor Securities, of record at Credit outstanding on the close of business on the relevant Regular or Special Record DatesCommitment Termination Date, all as provided in the Indenture. For this Note such deposit to be repaid at held by the option Administrative Agent as collateral security for the LC Exposure under this Agreement in respect of the Holder, the Paying Agent must receive at least 30 days but not more than 60 days prior to the Repayment Date on which this Note is to be repaid, (a) appropriate wire transfer instructions and (b) either (i) this Note with the form entitled “Option to Elect Repayment” below duly completed or (ii) a telegram, telex, facsimile transmission or a letter from a member of a national securities exchange, or the Financial Industry Regulatory Authority, Inc. or a commercial bank or trust company in the United States setting forth the name of the Holder of this Note, the principal amount of this Note, the undrawn portion of principal amount such Letters of this Note to be repaid, the certificate number or a description of the tenor and terms of this Note, a statement that the option to elect repayment is being exercised thereby and a guarantee that this Note, together with the duly completed form entitled “Option to Elect Repayment” on this Note, shall be received by the Paying Agent not later than the fifth Business Day after the date of such telegram, telex, facsimile transmission or letter, provided, however, that such Note and form duly completed is received by the Paying Agent by such fifth Business Day. Exercise of the repayment option by the Holder shall be irrevocable. The repayment option with respect to this Note may be exercised by the Holder for less than the entire principal amount hereof, provided that the principal amount, if any, of this Note that remains outstanding after such repayment must be an authorized denomination as defined herein. The Company shall not be required to register the transfer or exchange of any Note following the receipt of a notice to repay a Note as described above. All questions as to the validity, eligibility (including time of receipt) and acceptance of any Note for repayment shall be determined by the Trustee, whose determination shall be final, binding and non-appealable. In the event of redemption or repayment of this Note in part only, a new Note or Securities of this series and of like tenor and for a principal amount equal to the unredeemed or unrepaid portion shall be delivered to the registered Holder upon the cancellation hereof. If this Note is an Amortizing Note as shown on the face hereof or in the pricing supplement attached hereto or delivered herewith, a portion or all of the principal amount of this Note is payable prior to the Stated Maturity Date in accordance with a schedule or by application of a formulaCredit.

Repayment. Unless a. The Borrower shall provide duly filled post dated cheques in accordance with the repayment schedule set out in the Serial no. H of Schedule A hereto and shall ensure that he honours all payments without fail on the presentation of the cheque by the Lender. The principal amount of the Loan, Interest (including penal interest, costs and charges, if any) and any other amounts due, outstanding and payable by the Borrower shall be repayable by the Borrower in the instalments as mentioned in the Schedule till the expiry of such tenure for which the Loan was provided. b. Where repayment shall be by way of debit of the Borrower's account maintained in such bank as may be separately notified to the Lender in this regard and as may be acceptable to/ approved by the Lender, the Borrower hereby undertakes to provide written instructions to RCFL and its bank, to debit the account of the Borrower maintained and/or hereinafter maintained, towards the instalments as mentioned in Serial no. K of Schedule A hereto. Furthermore, in the event of the monthly instalment varying in accordance with this Agreement, the Borrower unconditionally undertakes to instruct his bank to debit an amount different from the above, which could be higher than the amount mentioned in the Repayment Schedule. The Borrower shall be responsible for non-execution or unilaterally altering the Standing Instruction, which may be on account of either (i) incomplete or inaccurate information or (ii) non-availability of sufficient funds in his/her account. c. Notwithstanding anything contained in these presents or the Transaction Documents, and irrespective of the mode of payment selected by the Borrower in the Application Form, upon any default by the Borrower in payment of one or more installment on the Due Date pertaining to the Loan or any non- realization of the of the installment on the Due Date by RCFL, RCFL shall be entitled, without prejudice to its other rights under the Loan terms, to present and/or re-present the postdated cheque issued by the Borrower in favour of RCFL in connection with the Loan. RCFL shall, as it may deem appropriate and necessary, be entitled to require the payment and/or collection of the installment and all other amounts comprising the Borrower's Dues as expressed in the Application Form, or other postdated cheque, if any, submitted by the Borrower by means of ECS, by itself or through such other person permitted for the same, instead of and in lieu of presenting / re-presenting such PDC, if any, issued by the Borrower in favour of RCFL or utilizing any other mode or manner of payment or Re-payment of the installments and all other amounts comprising the Borrower`s dues, provided that such right of RCFL shall be without prejudice to its other rights under the Loan terms, in case of any failure to receive the installments or any other amounts due, through the ECS (debit) for any reason whatsoever. For the purposes of this Agreement, d. Notwithstanding any of the provisions of the Indian Contract Act, 1872, or any other applicable law, or any terms and conditions to the contrary contained in this Agreement, RCFL may, at its absolute discretion, appropriate any payments made by the Borrower in relation to the Loan in any manner/priority whatsoever. e. The acceptance by RCFL of any payment which is less than the amounts due and owning at such time and/or after the due date mentioned in the Repayment Dates is specified above, this Note Schedule shall not constitute a waiver of RCFL's right to receive payment in full at such time or any subsequent time or a waiver of any other right whatsoever of RCFL under the Agreement. f. The Credit Facility(ies) shall be repayable at utilized solely for the option purpose as set out in this Agreement. In the event that the Principal has been utilized for any reason other than as set out in this Agreement, the same shall constitute an event of default as more particularly set out in Article 25 and the Holder on same shall become due forthwith. Additionally, the Borrower shall repay the instalments regardless of whether any date prior equipment purchased utilising the Credit Facility(ies) including but not limited to the Stated Maturity specified above. If one or more Repayment Dates (or ranges of Repayment Dates) are so specified, this Note is subject to repayment on any such date (or during any such range) at the option of the Holder at a price equal to 100% of the principal amount hereof or, if this Note is a Discounted Note Micro Irrigation Systems/Farm Equipment/Equipment/Poly house/Greenhouse Materials purchased (as specified on stated in the face hereof)Schedule) is defective, is under repair or not working or not delivered. All repayments shall be first applied to costs, charges, Interest and the applicable Repayment Price specified on the face hereof (expressed as a percentage of balance finally towards the principal amount of this Note), together in the case of any such repayment with accrued interest to the Repayment Date, but interest installments whose Stated Maturity is prior to the Repayment Date shall be payable to the Holder of this Note, or one or more Predecessor Securities, of record at the close of business on the relevant Regular or Special Record Dates, all as provided in the IndentureLoan. For this Note to be repaid at the option of the Holder, the Paying Agent must receive at least 30 days but not more than 60 days prior to the Repayment Date on which this Note is to be repaid, (a) appropriate wire transfer instructions and (b) either (i) this Note with the form entitled “Option to Elect Repayment” below duly completed or (ii) a telegram, telex, facsimile transmission or a letter from a member of a national securities exchange, or the Financial Industry Regulatory Authority, Inc. or a commercial bank or trust company in the United States setting forth the name of the Holder of this Note, the principal amount of this Note, the portion of principal amount of this Note to be repaid, the certificate number or a description of the tenor and terms of this Note, a statement that the option to elect repayment is being exercised thereby and a guarantee that this Note, together with the duly completed form entitled “Option to Elect Repayment” on this Note, shall be received by the Paying Agent not later than the fifth Business Day after the date of such telegram, telex, facsimile transmission or letter, provided, however, that such Note and form duly completed is received by the Paying Agent by such fifth Business Day. Exercise Any extension of the repayment option by the Holder period shall be irrevocable. The repayment option with respect to this Note may be exercised by at the Holder for less than the entire principal amount hereof, provided that the principal amount, if any, sole discretion of this Note that remains outstanding after such repayment must be an authorized denomination as defined herein. The Company shall not be required to register the transfer or exchange of any Note following the receipt of a notice to repay a Note as described above. All questions as to the validity, eligibility (including time of receipt) and acceptance of any Note for repayment shall be determined by the Trustee, whose determination shall be final, binding and non-appealable. In the event of redemption or repayment of this Note in part only, a new Note or Securities of this series and of like tenor and for a principal amount equal to the unredeemed or unrepaid portion shall be delivered to the registered Holder upon the cancellation hereof. If this Note is an Amortizing Note as shown on the face hereof or in the pricing supplement attached hereto or delivered herewith, a portion or all of the principal amount of this Note is payable prior to the Stated Maturity Date in accordance with a schedule or by application of a formulaRCFL.

Repayment. Unless one or more Repayment Dates is specified above, this Note shall not be repayable at The Borrower hereby unconditionally promises to pay the option Loans of each Class as follows: (i) to the Administrative Agent for the account of the Holder Syndicated Lenders of such Class, on any date prior to the Stated Maturity specified above. If one dates set forth on Schedule 2.09, or more Repayment Dates (or ranges of Repayment Dates) are so specified, this Note is subject to repayment on if any such date (or during any such range) at the option of the Holder at is not a price equal to 100% of the principal amount hereof orBusiness Day, if this Note is a Discounted Note (as specified on the face hereof)next succeeding Business Day, the applicable Repayment Price specified on the face hereof (expressed as a percentage of the principal amount of this Note), together the Syndicated Loans of such Class equal to the percentage of Syndicated Loans of such Class outstanding on the Commitment Termination Date (in the case of any the Extending Lenders) or Existing Commitment Termination Date (in the case of Non-Extending Lenders) as set forth on Schedule 2.09 for such repayment date, together in each case with accrued and unpaid interest on the principal amount repaid. To the extent not previously paid (including as set forth in Section 2.10(g)), all Loans shall be due and payable on the Maturity Date; (ii) to the Repayment Administrative Agent for the account of the Term Lenders, on the Maturity Date, but or if such date is not a Business Day, on the next succeeding Business Day, the unpaid principal amount of all Term Loans, together with accrued and unpaid interest installments whose Stated Maturity on the principal amount repaid; (iii) to each Swingline Lender the then unpaid principal amount of each Swingline Loan of such Class denominated in Dollars made by such Swingline Lender, on the earlier of the Commitment Termination Date (in the case of a Swingline Lender that is prior an Extending Lender) or the Existing Commitment Termination Date (in the case of a Swingline Lender that is a Non-Extending Lender) and the first date after such Swingline Loan is made that is the fifteenth or last day of a calendar month and is at least ten (10) Business Days after such Swingline Loan is made; provided that on each date that a Syndicated Borrowing of such Class is made, the Borrower shall repay all Swingline Loans of such Class then outstanding; and (iv) to each Swingline Lender the Repayment then unpaid principal amount of each Swingline Loan of such Class denominated in a Foreign Currency made by such Swingline Lender, on the earlier of the Commitment Termination Date (in the case of a Swingline Lender that is an Extending Lender) or the Existing Commitment Termination Date (in the case of a Swingline Lender that is a Non-Extending Lender) and the fifth Business Day after such Swingline Loan is made. In addition, on the Commitment Termination Date, the Borrower shall be payable deposit into the Letter of Credit Collateral Account Cash in an amount equal to 102% of the Holder undrawn face amount of this Note, or one or more Predecessor Securities, all Letters of record at Credit outstanding on the close of business on the relevant Regular or Special Record DatesCommitment Termination Date, all as provided in the Indenture. For this Note such deposit to be repaid at held by the option Administrative Agent as collateral security for the LC Exposure under this Agreement in respect of the Holder, the Paying Agent must receive at least 30 days but not more than 60 days prior to the Repayment Date on which this Note is to be repaid, (a) appropriate wire transfer instructions and (b) either (i) this Note with the form entitled “Option to Elect Repayment” below duly completed or (ii) a telegram, telex, facsimile transmission or a letter from a member of a national securities exchange, or the Financial Industry Regulatory Authority, Inc. or a commercial bank or trust company in the United States setting forth the name of the Holder of this Note, the principal amount of this Note, the undrawn portion of principal amount such Letters of this Note to be repaid, the certificate number or a description of the tenor and terms of this Note, a statement that the option to elect repayment is being exercised thereby and a guarantee that this Note, together with the duly completed form entitled “Option to Elect Repayment” on this Note, shall be received by the Paying Agent not later than the fifth Business Day after the date of such telegram, telex, facsimile transmission or letter, provided, however, that such Note and form duly completed is received by the Paying Agent by such fifth Business Day. Exercise of the repayment option by the Holder shall be irrevocable. The repayment option with respect to this Note may be exercised by the Holder for less than the entire principal amount hereof, provided that the principal amount, if any, of this Note that remains outstanding after such repayment must be an authorized denomination as defined herein. The Company shall not be required to register the transfer or exchange of any Note following the receipt of a notice to repay a Note as described above. All questions as to the validity, eligibility (including time of receipt) and acceptance of any Note for repayment shall be determined by the Trustee, whose determination shall be final, binding and non-appealable. In the event of redemption or repayment of this Note in part only, a new Note or Securities of this series and of like tenor and for a principal amount equal to the unredeemed or unrepaid portion shall be delivered to the registered Holder upon the cancellation hereof. If this Note is an Amortizing Note as shown on the face hereof or in the pricing supplement attached hereto or delivered herewith, a portion or all of the principal amount of this Note is payable prior to the Stated Maturity Date in accordance with a schedule or by application of a formulaCredit.

Repayment. Unless (a) The Borrower shall make a Repayment under Facility B in an amount equal to Fifty Five Million ($55,000,000) on December 1, 2020. (b) On the last Business Day of each Fiscal Quarter commencing with the first Fiscal Quarter ending February 28, 2021, the Borrower shall make a Repayment under Facility B in an amount equal to two and one-half percent (2.5%) of the Outstanding Principal Amount under Facility B on December 1, 2020; after giving effect to the repayment required under Section 3.04(a) and the remaining balance of the Outstanding Principal Amount under Facility B shall be due and payable on the Maturity Date. (c) The following Repayments shall be required in addition to all other Repayments required under this Agreement: (i) If any Company receives net proceeds from a policy of insurance (other than from a liability insurance policy as a result of a legal claim or settlement of a lawsuit that one used to pay for settlement costs and legal expenses), the Borrower shall make a Repayment in an amount equal to such net proceeds within three (3) Business Days after such net proceeds are received, except to the extent that such proceeds are permitted to be retained as provided in Section 8.08. (ii) If any Company receives net proceeds from an Equity Issuance or a transaction involving the creation of Subordinated Debt (other than the issuance of Permitted Convertible Notes), within five (5) days after receipt of such net proceeds the Borrower shall make a Repayment in an amount equal to the portion of such net proceeds, except: (i) net proceeds from the Permitted Issuance; and (ii) to the extent (if any) otherwise consented to in writing by the Agent upon the instructions of the Required Lenders acting reasonably. If any portion of such Repayment cannot be applied against the Outstanding Principal Amount until the maturity of one or more Repayment Dates is specified aboveoutstanding Bankers' Acceptances, this Note the Agent shall not be repayable at the option deposit such portion of the Holder on any date prior to the Stated Maturity specified above. If one or more Repayment Dates (or ranges of Repayment Dates) are so specified, this Note is subject to repayment on any such date (or during any such range) at the option of the Holder at a price equal to 100% of the principal amount hereof or, if this Note is a Discounted Note (as specified on the face hereof), the applicable Repayment Price specified on the face hereof (expressed as a percentage of the principal amount of this Note), together in the case of any such repayment with accrued interest to the Repayment Date, but interest installments whose Stated Maturity is prior to the Repayment Date shall be payable to the Holder of this Note, or one or more Predecessor Securities, of record at the close of business on the relevant Regular or Special Record Dates, all as provided an interest-bearing account in the Indenture. For this Note to be repaid at the option of the Holder, the Paying Agent must receive at least 30 days but not more than 60 days prior to the Repayment Date on which this Note is to be repaid, (a) appropriate wire transfer instructions and (b) either (i) this Note with the form entitled “Option to Elect Repayment” below duly completed or (ii) a telegram, telex, facsimile transmission or a letter from a member of a national securities exchange, or the Financial Industry Regulatory Authority, Inc. or a commercial bank or trust company in the United States setting forth the name of the Holder Borrower and apply such portion (including accrued interest thereon) against the Outstanding Principal Amount upon the maturity of this Notesuch Bankers' Acceptances. (iii) If any Company receives net proceeds equal to or greater than [Redacted: Threshold] from a transaction involving the sale, the principal amount leasing or other disposition of this Note, the portion any individual asset or group of principal amount of this Note to be repaid, the certificate number related assets in one or a description series of related transactions (other than sales in the tenor and terms ordinary course of this Notebusiness or the disposition of Investments permitted hereunder), a statement that the option to elect repayment is being exercised thereby and a guarantee that this Note, together with the duly completed form entitled “Option to Elect Repayment” on this Note, shall be received by the Paying Agent not later than the fifth Business Day within one hundred eighty (180) days after the date receipt of such telegram, telex, facsimile transmission or letter, provided, however, that such Note and form duly completed is received by net proceeds the Paying Agent by such fifth Business Day. Exercise of the repayment option by the Holder Borrower shall be irrevocable. The repayment option with respect to this Note may be exercised by the Holder for less than the entire principal amount hereof, provided that the principal amount, if any, of this Note that remains outstanding after such repayment must be make a Repayment in an authorized denomination as defined herein. The Company shall not be required to register the transfer or exchange of any Note following the receipt of a notice to repay a Note as described above. All questions as to the validity, eligibility (including time of receipt) and acceptance of any Note for repayment shall be determined by the Trustee, whose determination shall be final, binding and non-appealable. In the event of redemption or repayment of this Note in part only, a new Note or Securities of this series and of like tenor and for a principal amount equal to the unredeemed portion of such net proceeds which have not been applied (a) to purchase similar assets (other than current assets) or unrepaid portion shall be delivered to the registered Holder upon the cancellation hereof. If this Note is an Amortizing Note as shown on the face hereof or (b) in the pricing supplement attached hereto or delivered herewith, a portion or all respect of the principal amount of this Note is payable prior to the Stated Maturity Date Capital Expenditures incurred in accordance with Section 7.02(r). As used herein, "net proceeds" in respect of any above transaction means the gross amount payable in respect of such transaction less any Taxes, sales commissions and other reasonable expenses incurred in connection with the transaction, usual and reasonable adjustments in connection with the transaction and any other amount specifically approved in writing by the Required Lenders acting reasonably. (d) Each Repayment under paragraph (b) above shall be applied against the Borrower's obligation to make the remaining scheduled Repayments under Facility B in reverse chronological order. In addition, if a schedule or by application Repayment is required under paragraph (b) above and all Obligations under Facility B have been repaid in full, such Repayment shall be applied against the Outstanding Principal Amount under Facility A, but for greater certainty such Repayment shall not reduce the Facility A Limit and the Borrower shall thereafter be entitled to receive further Advances under Facility A upon the satisfaction of a formulaall applicable conditions precedent.

Repayment. Unless one or more Repayment Dates is specified above, this Note shall not be repayable at the option of the Holder on any date prior to the Stated Maturity specified above. If one or more Repayment Dates (or ranges of Repayment Dates) are so specified, this Note is subject to repayment on any such date (or during any such range) at the option of the Holder at a price equal to 100% of the principal amount hereof or, if this Note is a Discounted Note (as specified on the face hereof), the applicable Repayment Price specified on the face hereof (expressed as a percentage of the principal amount of this Note), together in the case of any such repayment with accrued interest to the Repayment Date, but interest installments whose Stated Maturity is prior to the Repayment Date shall be payable to the Holder of this Note, or one or more Predecessor Securities, of record at the close of business on the relevant Regular or Special Record Dates, all as provided in the Indenture. For this Note to be repaid at the option of the Holder, the Paying Agent must receive at least 30 days but not more than 60 days prior to the Repayment Date on which this Note is to be repaid, (a) appropriate wire transfer instructions and (b) either (i) this Note with the form entitled “Option to Elect Repayment” below duly completed or (ii) a telegram, telex, facsimile transmission or a letter from a member of a national securities exchange, or the Financial Industry Regulatory Authority, Inc. or a commercial bank or trust company in the United States setting forth the name The aggregate outstanding principal of the Holder of this Note, the principal amount of this Note, the portion of principal amount of this Note to Loans shall be repaid, the certificate number or a description of the tenor and terms of this Note, a statement that the option to elect repayment is being exercised thereby and a guarantee that this Noterepaid in full, together with any accrued interest as of the duly completed form entitled “Option to Elect Repayment” on this Notedate of repayment, shall be received by the Paying Agent not later than the fifth Business Day after Maturity Date. Except as permitted by Section 2.03(b), such principal and interest shall be repaid in cash. Repaid Loans may not be reborrowed. (b) If and only if the date of such telegram, telex, facsimile transmission Common Stock shall have been listed or letter, provided, however, that such Note and form duly completed is received by admitted to trading on a national securities exchange or quoted on the Paying Agent by such fifth Business Day. Exercise Nasdaq National Market on each of the repayment option 180 calendar days preceding and including the Maturity Date, then on, but not following, the Maturity Date, the Borrower may, at its option, repay all or a portion of the aggregate principal of the Loans, together with any accrued interest as of the Maturity Date, by the Holder shall be irrevocable. The repayment option with respect to this Note may be exercised by the Holder for less than the entire principal amount hereof, provided that the principal amount, if any, of this Note that remains outstanding after such repayment must be an authorized denomination as defined herein. The Company shall not be required to register the transfer or exchange of any Note following the receipt of a notice to repay a Note as described above. All questions as delivering to the validityoffice of the Lender theretofore designated in writing to the Borrower not later than 12:00 Noon, eligibility New York time, on the Maturity Date, (including time i) an unlegended certificate for the number of receiptshares of Common Stock (the "Repayment Shares") and acceptance of any Note for repayment shall be determined by the Trustee, whose determination shall be final, binding and non-appealable. In the event of redemption or repayment of this Note in part only, a new Note or Securities of this series and of like tenor and for a principal amount equal to the unredeemed or unrepaid product, rounded up to the nearest whole number, of (A) the portion of the aggregate principal of the Loans to be repaid pursuant to this Section 2.03(b), together with any accrued interest thereon as of the Maturity Date (the "Share Repayment Amount"), divided by (B) the Average Price; (ii) an opinion of counsel for the Borrower (which counsel shall be delivered satisfactory to the registered Holder upon the cancellation hereof. If this Note is an Amortizing Note as shown on the face hereof or Lender) in the pricing supplement attached hereto or delivered herewith, a portion or all form of Exhibit C; (iii) evidence satisfactory to the Lender of the previous expiration or termination of any waiting period (and any extension thereof) applicable to the acquisition by the Lender of the Repayment Shares under the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Antitrust Improvements Act of 1976, as amended, and the previous receipt of all governmental and contractual permits, consents and approvals necessary in connection with such acquisition; (iv) evidence satisfactory to the Lender of Borrower's compliance with Section 2.03(c); and (v) a certified or official bank check in same day funds equal to the difference of (A) the aggregate principal amount of this Note is payable prior the Loans, together with any accrued interest as of the Maturity Date, minus (B) the Share Repayment Amount. (c) The Borrower shall pay all transfer, stamp and other similar taxes that may be imposed in respect of the issuance or delivery of the Repayment Shares pursuant to Section 2.03(b) and any and all filing fees incurred by the Stated Maturity Date in accordance with a schedule or by application of a formulaLender pursuant to Section 2.03(b)(iv).

Repayment. Unless You must have repaid the Loan in full on the last day of the period shown in term 6 of this agreement (such period commencing on the earlier of the date on which the Loan is drawn in full and the date on which any undrawn part of the Loan is cancelled under term 9 of this agreement). Subject always to our rights under paragraph 12 of the appendix, You will repay the Loan by 60 instalments of principal and interest payable every month. We will tell you the amounts you need to pay to repay the Loan in full by the last day of the period shown in term 6 of this agreement together with interest which will be calculated in the manner referred to in paragraph 4 of the appendix. Such instalments will commence one or more Repayment Dates month after the date on which you draw the Loan From time to time we will tell you the instalments you must pay. From the date on which a drawing is specified abovefirst made under the Loan until such date as you commence your instalments of principal and interest hereunder, this Note shall not be repayable interest at the option of the Holder rate specified in this agreement may be debited to your loan account on any date prior our usual charging days in March, June, September and December. COMMERCIAL VARIABLE RATE LOAN First Legal Mortgage over premises at Larden Road, Acton, London, W3 7RP. Unlimited Compo▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ ▇ebentures between; Prestolite Electric Limited Prestolite Wales Limited H B Switchgear (Contractors) Limited 12 FINANCIAL AGREEMENTS: You agree to the Stated Maturity specified above. If one or following:- (a) You will not allow Total Borrowing to be more Repayment Dates (or ranges of Repayment Dates) are so specified, this Note is subject to repayment on any such date (or during any such range) at the option of the Holder at a price equal to than 100% of the principal amount hereof or, if this Note is a Discounted Note (as specified on the face hereof), the applicable Repayment Price specified on the face hereof (expressed as a percentage of the principal amount of this Note), together in the case of any such repayment with accrued interest to the Repayment Date, but interest installments whose Stated Maturity is prior to the Repayment Date shall be payable to the Holder of this Note, or one or more Predecessor Securities, of record at the close of business on the relevant Regular or Special Record Dates, all as provided in the Indenture. For this Note to be repaid at the option of the Holder, the Paying Agent must receive at least 30 days but not more than 60 days prior to the Repayment Date on which this Note is to be repaid, (a) appropriate wire transfer instructions and Tangible Net Worth. (b) either You will not allow Cash Generated to be less than 110% of Debt Service Costs. (c) You will not allow Profit to be less than 250% of Borrowing Costs. (d) You will not allow Capital Expenditure to be more than 100% of depreciation. (e) Any Parental Loan plus all other payments to Parent to be subordinated to Bank Debt. (f) Management Information to be provided monthly within 30 days of the month end to which the informtion relates. To include Profit & Loss, Balance Sheet, Aged Debtor Summary, Cash Flow Statements and specific commentary on Working Capital movements. (g) The Bank's consent must be given prior to any non-trade related payments to the Parent or other group subsidery. (h) No preference shares or redeemable ordinary shares to be withdrawn/repaid during the term of this loan. (i) this Note with Acquisitions of more than (pound)500,000 not to be made without the form entitled “Option to Elect Repayment” below duly completed Bank's prior agreement. (j) You will not and you (and your Parent (if specified in term 2(b)) will procure that none of your (or if your Parent is specified in term 2(b) its) subsidiary undertakings as defined by S. 258 of the Companies Act 1985 (ii"Subsidiary Undertakings") a telegramwill, telexwithout our prior writ▇▇▇ ▇▇▇▇ent either create, facsimile transmission extend or a letter from a member increase any security interest on the whole or any part of a national securities exchange, your or the Financial Industry Regulatory AuthorityGroup's undertaking, Inc. property or a commercial bank assets (including uncalled capital) whether present or trust company in future. Security interest includes (without limitation) liens, pledges, charges, mortgages or other encumbrances. (k) You will provide us with such financial and other information relating to you or to the United States setting forth the name Group as we may reasonably require including (without limitation) copies of the Holder of this Note, the principal amount of this Note, the portion of principal amount of this Note to be repaid, the certificate number or a description consolidated audited accounts of the tenor and terms of this Note, a statement that the option to elect repayment is being exercised thereby and a guarantee that this Note, together with the duly completed form entitled “Option to Elect Repayment” on this Note, shall be received by the Paying Agent Group not later than the fifth Business Day six months after the date of such telegram, telex, facsimile transmission or letter, provided, however, that such Note and form duly completed is received by the Paying Agent by such fifth Business Day. Exercise end of the repayment option by the Holder shall be irrevocable. The repayment option with respect accounting period to this Note may be exercised by the Holder for less than the entire principal amount hereof, provided that the principal amount, if any, of this Note that remains outstanding after such repayment must be an authorized denomination as defined herein. The Company shall not be required to register the transfer or exchange of any Note following the receipt of a notice to repay a Note as described above. All questions as to the validity, eligibility (including time of receipt) and acceptance of any Note for repayment shall be determined by the Trustee, whose determination shall be final, binding and non-appealable. In the event of redemption or repayment of this Note in part only, a new Note or Securities of this series and of like tenor and for a principal amount equal to the unredeemed or unrepaid portion shall be delivered to the registered Holder upon the cancellation hereof. If this Note is an Amortizing Note as shown on the face hereof or in the pricing supplement attached hereto or delivered herewith, a portion or all of the principal amount of this Note is payable prior to the Stated Maturity Date in accordance with a schedule or by application of a formulawhich they relate.

Repayment. Unless one or more Repayment Dates is If so specified aboveon the face hereof, this Note shall not will be repayable repayable, in whole or in part, prior to Stated Maturity at the option of the Holder on any date prior to the Stated Maturity Optional Repayment Date or Dates specified above. If one or more Repayment Dates (or ranges of Repayment Dates) are so specified, this Note is subject to repayment on any such date (or during any such range) the face hereof at the option of the Holder at a price equal to 100% of the principal amount hereof or, if this Note is a Discounted Note (as Optional Repayment Price or Prices specified on the face hereof), the applicable Repayment Price specified on the face hereof (expressed as a percentage of the principal amount of this Note), together in the case of any such repayment with plus accrued and unpaid interest to but excluding the Repayment Date, but interest installments whose Stated Maturity is prior to the Repayment Date shall be payable to the Holder date of this Note, or one or more Predecessor Securities, of record at the close of business on the relevant Regular or Special Record Dates, all as provided in the Indenturerepayment. For In order for this Note to be repaid at the option of the Holderprior to Stated Maturity, the Paying Agent must receive at least 30 days but not more than 60 45 calendar days prior to the an Optional Repayment Date on which this Note is to be repaid, (a) appropriate wire transfer instructions and (b) either (i) this Note with the form below entitled “"Option to Elect Repayment” below " duly completed or (ii) a telegram, telex, facsimile transmission or a letter (first class, postage prepaid) from a member of a national securities exchange, exchange or the Financial Industry Regulatory AuthorityNational Association of Securities Dealers, Inc. or a commercial bank or trust company in the United States setting forth the name of the Holder of this Note, the principal amount of this Note, the portion of principal amount of this Note to be repaid, the certificate number or a description of the tenor and terms of this Note, a statement that the option to elect repayment is being exercised thereby and a guarantee that this Note, together Note with the duly completed form below entitled “"Option to Elect Repayment” on this Note, shall " duly completed will be received by the Paying Agent not later than the fifth five Business Day Days after the date of such telegram, telex, facsimile transmission or letter. If the procedure described in clause (ii) of the preceding sentence is followed, provided, however, that this Note with such Note and form duly completed is must be received by the Paying Agent by such fifth Business Day. Exercise of the repayment option by the Holder shall of this Note will be irrevocable, except that a Holder who has tendered this Note for repayment may revoke such tender for repayment by written notice to the Paying Agent received prior to the close of business, on the tenth calendar day prior to the Optional Repayment Date. The repayment option with respect to this Note may be exercised by the Holder of this Note for less than the entire principal amount hereofof this Note; provided, provided that that, the principal amount, if any, amount of this Note that remains remaining outstanding after such repayment must be is an authorized denomination as defined hereindenomination. The Company shall not be required to register the transfer or exchange of any Note following the receipt of a notice to repay a Note as described above. All questions as to the validity, eligibility (including time of receipt) and acceptance of any Note for Upon such partial repayment shall be determined by the Trustee, whose determination shall be final, binding and non-appealable. In the event of redemption or repayment of this Note in part only, will be cancelled and a new Note or Securities of this series and of like tenor and Notes for a the remaining principal amount equal to hereof will be issued in the unredeemed or unrepaid portion shall be delivered to name of the registered Holder upon the cancellation hereof. If this Note is an Amortizing a Book-Entry Note as shown specified on the face hereof hereof, while this Note is represented by one or more Book-Entry Notes registered in the pricing supplement attached hereto or delivered herewith, a portion or all name of the principal amount Depositary or its nominee, the option for repayment may be exercised by a participant that has an account with the Depositary, on behalf of the beneficial owner of this Note, by delivering a written notice substantially similar to the form below entitled "Option to Elect Repayment" duly completed to the Trustee at its Corporate Trust Office (or such other address of which the Company will from time to time notify the Holders), at least 30 but not more than 60 calendar days prior to an Optional Repayment Date. A notice of election from a participant on behalf of the beneficial owner of this Note is payable to exercise the option to have this Note repaid must be received by the Trustee prior to 5:00 P.M., New York City time, on the Stated Maturity Date last day for giving such notice. In order to ensure that a notice is received by the Trustee on a particular day, the beneficial owner of this Note must so direct the applicable participant before such participant's deadline for accepting instructions for that day. Different firms may have different deadlines for accepting instructions from their customers. Accordingly, the beneficial owner of this Note should consult the participant through which such beneficial owner owns its interest herein for the deadline for such participant. All notices shall be executed by a duly authorized officer of such participant (with signatures guaranteed) and will be irrevocable. In addition, the beneficial owner of this Note shall effect delivery at the time such notice of election is given to the Depositary by causing the applicable participant to transfer such beneficial owner's interest in accordance with a schedule or by application of a formulathis Note, on the Depositary's records, to the Trustee.

Repayment. Unless one or more 3.1 Borrower shall repay the entire Loan, with all accrued Interest, in a single, cash payment to each Lender, pari passu, no later than the 4 month anniversary of the Loan Date (the “Repayment Dates is specified aboveDate”). 3.2 Notwithstanding the foregoing, this Note shall not be repayable and notwithstanding Lenders’ declaration that, as at the option date hereof, they would prefer for the Loan to be repaid in cash, the Lenders nevertheless agree that Borrower may elect to effect repayment of any part, or all, of the Holder on any date prior Loan and/or accrued Interest, pari passu to the Stated Maturity specified above. If one or more Repayment Dates (or ranges of Repayment Dates) are so specifiedLenders, this Note is subject to repayment on any such date (or during any such range) at the option of the Holder at a price equal to 100% of the principal amount hereof or, if this Note is a Discounted Note (as specified on the face hereof), the applicable Repayment Price specified on the face hereof (expressed as a percentage of the principal amount of this Note), together in the case of any such repayment with accrued interest to no later than the Repayment Date, but interest installments whose Stated Maturity by means of the issue to the Lenders of shares of Borrower’s common stock. The purchase price of each share so issued shall be deemed to be the same price per share as in the Rights Offering (the “Price Per Share”), such that the outstanding balance of the Loan plus accrued Interest shall be reduced, at the time of issue of such shares, by the quantity of shares so issued multiplied by the Price Per Share. If, for example, the Price Per Share is prior to $0.04 and if the Repayment Date shall falls exactly on the 4 month anniversary of the Loan Date, and the outstanding balance of the Loan plus the accrued Interest is $47,940, then the issue, on that date, of 1,198,500 shares of Borrower’s common stock, to the order of the Lenders, pro rata as set forth herein, would constitute full repayment of the Loan and all accrued Interest. For any sums that may be payable by a Lender in the Rights Offering, in respect of shares which such Lender may subscribe for in such Rights Offering, up to the Holder of total amount then owed by Borrower to such Lender under this NoteAgreement, such Lender, or one Borrower, may elect, by written notice to the other, that such sums be offset against the outstanding balance of the Loan and accrued Interest then owed to such Lender. 3.3 If Borrower elects to repay any part of the Loan and/or accrued Interest by means of the issue of shares as set forth in Section 0 above, then the shares must be duly issued in Lenders’ names, or more Predecessor Securitiesto their order, of record at the close of business on the relevant Regular pari passu, and registered in Lenders’ names, or Special Record Datesto their order, in Borrower’s share register, and duly executed share certificates must be delivered to Lenders, or to their order, all no later than the Repayment Date. 3.4 For avoidance of any doubt, Borrower undertakes to fully repay the Loan and all accrued Interest, no later than the Repayment Date, either by means of a cash payment as set forth in Section 0 above, or by means of a share issue, as set forth in Sections 0 and 0 above, or by means of a combination of such cash payment and such share issue, provided in that all such repayments are made for both Lenders, pari passu. 3.5 Borrower may at any time prepay to the Indenture. For this Note to be repaid at the option Lenders, pari passu, any part of the Holder, the Paying Agent must receive at least 30 days but not more than 60 days prior to the Repayment Date on which this Note is to be repaid, (a) appropriate wire transfer instructions and (b) either (i) this Note with the form entitled “Option to Elect Repayment” below duly completed or (ii) a telegram, telex, facsimile transmission or a letter from a member of a national securities exchange, or the Financial Industry Regulatory Authority, Inc. or a commercial bank or trust company in the United States setting forth the name outstanding balance of the Holder of this NoteLoan and accrued Interest, the principal amount of this Note, the portion of principal amount of this Note to be repaid, the certificate number or a description by any of the tenor and methods set forth in Section 0 above. 3.6 Without derogating from any statutory remedies and/or other remedies available under the terms of this NoteAgreement, a statement that if Borrower is in default under this Agreement and does not fully repay the option to elect repayment is being exercised thereby Loan and a guarantee that this Noteaccrued Interest in the manner set forth above, together with the duly completed form entitled “Option to Elect Repayment” on this Note, shall be received by the Paying Agent not no later than the fifth Business Day after the date Repayment Date, then each Lender shall be entitled to elect, by means of written notice to Borrower, whether repayment of such telegram, telex, facsimile transmission or letter, provided, however, that such Note and form duly completed is received by the Paying Agent by such fifth Business Day. Exercise Lender’s portion of the repayment option by outstanding balance of the Holder shall be irrevocable. The repayment option with respect to this Note may be exercised by the Holder for less than the entire principal amount hereof, provided that the principal amount, if any, of this Note that remains outstanding after such repayment Loan and accrued Interest must be an authorized denomination as defined herein. The Company shall not be required to register the transfer or exchange made by means of any Note following the receipt of a notice to repay a Note as described above. All questions as to the validitycash payment, eligibility (including time of receipt) and acceptance of any Note for repayment shall be determined by the Trustee, whose determination shall be final, binding and non-appealable. In the event of redemption or repayment of this Note in part only, a new Note or Securities of this series and of like tenor and for a principal amount equal to the unredeemed or unrepaid portion shall be delivered to the registered Holder upon the cancellation hereof. If this Note is an Amortizing Note as shown on the face hereof or in the pricing supplement attached hereto or delivered herewith, a portion or all of the principal amount of this Note is payable prior to the Stated Maturity Date in accordance with a schedule or by application means of share issue under the principles outlined above, or by a formulacombination of these methods, and Borrower undertakes to comply with such election by each Lender.

Repayment. Unless one or more Repayment Dates is specified aboveThe Borrower hereby promises, this Note absolutely and unconditionally, to pay the aggregate principal amount of the Term Loan then outstanding, plus all accrued and unpaid interest thereon, on the Maturity Date. The Borrower shall make all payments required hereunder not be repayable later than 2:00 p.m. on the date of payment in same day funds in Dollars at the option office of the Holder Lender located at ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇ or such other address as the Lender may from time to time designate in writing. All payments by the Borrower to the Lender hereunder shall be made to the Lender in full without set-off or counterclaim and free and clear of and exempt from, and without deduction or withholding for or on account of, any date present or future taxes, levies, imposts, duties or charges of whatsoever nature imposed by any government or any political subdivision or taxing authority thereof unless the Borrower is required to deduct or withhold such amounts by law. If the Borrower is required to deduct or withhold taxes by law, the Borrower shall reimburse the Lender for any taxes imposed on or withheld from such payments (other than taxes imposed on the Lender’s income, franchise taxes imposed on the Lender, or branch profits taxes or similar taxes imposed on the Lender, by the jurisdiction under the laws of which the Lender is organized or any political subdivision thereof or in which its principal or lending office is located or by any jurisdiction as a result of a present or former connection between the Lender and such jurisdiction, other than any such connection arising solely as a result of this Agreement). On or prior to the Stated Maturity specified above. If one or more Repayment Dates Closing Date, the Lender shall deliver to the Borrower, a duly executed and properly completed copy of IRS Form W-9 (or ranges applicable successor form) establishing an exemption from United States federal backup withholding tax. Borrower shall not reimburse the Lender for any withholding taxes resulting from ▇▇▇▇▇▇’s failure to deliver such form. No assignee or participant shall be entitled to reimbursement for taxes hereunder or reimbursement or payment of Repayment Datesany costs, losses or payments under Paragraph 5(d) are so specifiedhereof, this Note is subject to repayment on any the extent that the assignor or grantor of participation rights, as applicable, was not entitled to such date (reimbursement or during any such range) payment at the option time of such assignment or grant of participation. Any assignee or participant shall provide the Holder at Borrower with a price equal to 100% of the principal amount hereof or, if this Note is a Discounted Note (as specified on the face hereof), the applicable Repayment Price specified on the face hereof (expressed as a percentage of the principal amount of this Note), together in the case of any such repayment with accrued interest to the Repayment Date, but interest installments whose Stated Maturity is prior to the Repayment Date shall be payable to the Holder of this Note, or one or more Predecessor Securities, of record at the close of business on the relevant Regular or Special Record Dates, all as provided in the Indenture. For this Note to be repaid at the option of the Holder, the Paying Agent must receive at least 30 days but not more than 60 days prior to the Repayment Date on which this Note is to be repaid, (a) appropriate wire transfer instructions and (b) either (i) this Note with the form entitled “Option to Elect Repayment” below duly completed and properly completed IRS Form W-9 or (ii) a telegramappropriate IRS Form W-8, telex, facsimile transmission or a letter from a member of a national securities exchange, or the Financial Industry Regulatory Authority, Inc. or a commercial bank or trust company in the United States setting forth the name of the Holder of this Note, the principal amount of this Note, the portion of principal amount of this Note to be repaid, the certificate number or a description of the tenor and terms of this Note, a statement that the option to elect repayment is being exercised thereby and a guarantee that this Note, together with the duly completed form entitled “Option to Elect Repayment” on this Note, shall be received by the Paying Agent not later than the fifth Business Day after the date of such telegram, telex, facsimile transmission or letter, provided, however, that such Note and form duly completed is received by the Paying Agent by such fifth Business Day. Exercise of the repayment option by the Holder shall be irrevocable. The repayment option with respect to this Note may be exercised by the Holder for less than the entire principal amount hereof, provided that the principal amount, if any, of this Note that remains outstanding after such repayment must be an authorized denomination as defined herein. The Company shall not be required to register the transfer or exchange of any Note following the receipt of a notice to repay a Note as described above. All questions as to the validity, eligibility (including time of receipt) and acceptance of any Note for repayment shall be determined by the Trustee, whose determination shall be final, binding and non-appealable. In the event of redemption or repayment of this Note in part only, a new Note or Securities of this series and of like tenor and for a principal amount equal to the unredeemed or unrepaid portion shall be delivered to the registered Holder upon the cancellation hereof. If this Note is an Amortizing Note as shown on the face hereof or in the pricing supplement attached hereto or delivered herewith, a portion or all of the principal amount of this Note is payable prior to the Stated Maturity Date in accordance with a schedule or by application of a formulaapplicable.

Repayment. Unless one (a) PAYMENT OF MONTHLY AMOUNT IN CASH OR COMMON STOCK. If the Monthly Amount (or more Repayment Dates a portion thereof of such Monthly Amount if such portion of the Monthly Amount would have been converted into shares of Common Stock but for Section 2.2) is specified aboverequired to be paid in cash, this Note then the Borrower shall not be repayable at pay the option Holder an amount equal to 110% of the Monthly Amount due and owing to the Holder on any date prior the Repayment Date in cash. If the Monthly Amount (or a portion of such Monthly Amount if not all of the Monthly Amount may be converted into shares of Common Stock pursuant to this Section) may be paid in shares of Common Stock pursuant to this Section the number of such shares to be issued by the Borrower to the Stated Maturity specified aboveHolder on such Repayment Date (in respect of such portion of the Monthly Amount converted into shares of Common Stock), shall be the number determined by dividing (x) the Monthly Amount to be converted into shares of Common Stock, by (y) an amount equal to a 25% discount to the volume weighted average price (the "VWAP") of the Company's common stock for the ten trading days immediately preceding (but not including) the applicable Repayment Date. If one or more The Borrower may not elect to pay a Monthly Amount due on a Repayment Dates Date in Common Stock in amount of shares of Common Stock which would exceed in the aggregate for all Holders of Notes similar to this Note, fifteen percent (or ranges 15%) of the aggregate daily trading volume for the seven trading days preceding the Repayment DatesDate multiplied by the average volume weighted average price of the Common stock as reported by Bloomberg, L.P. for the Principal Market using the AQR function ("VWAP") are so specified, this for the seven trading days preceding the "Repayment Date." The right to repay the Note in shares of common stock on each Repayment Date is subject to repayment on any such date (or during any such range) at the option of the Holder at a price equal to 100% of the principal amount hereof or, if this Note is a Discounted Note (as specified on the face hereof), the applicable Repayment Price specified on the face hereof (expressed as a percentage of the principal amount of this Note), together in the case of any such repayment with accrued interest to the Repayment Date, but interest installments whose Stated Maturity is prior to the Repayment Date shall be payable to the Holder of this Note, or one or more Predecessor Securities, of record at the close of business on the relevant Regular or Special Record Dates, all as provided in the Indenture. For this Note to be repaid at the option of the Holder, the Paying Agent must receive at least 30 days but not more than 60 days prior to the Repayment Date on which this Note is to be repaid, (a) appropriate wire transfer instructions and (b) either (i) this Note with the form entitled “Option to Elect Repayment” below duly completed or (ii) a telegram, telex, facsimile transmission or a letter from a member of a national securities exchange, or the Financial Industry Regulatory Authority, Inc. or a commercial bank or trust company in the United States setting forth the name of the Holder of this Note, the principal amount of this Note, the portion of principal amount of this Note to be repaid, the certificate number or a description of the tenor and terms of this Note, a statement condition that the option to elect repayment is being exercised thereby registration statement registering such shares must be effective and a guarantee that this Note, together with the duly completed form entitled “Option to Elect Repayment” on this Note, shall be received by the Paying Agent not later than the fifth Business Day after the date of such telegram, telex, facsimile transmission or letter, provided, however, that such Note and form duly completed is received by the Paying Agent by such fifth Business Day. Exercise of the repayment option available for use by the Holder shall be irrevocable. The repayment option with respect to this Note may be exercised by on each Repayment Date and the Borrower must give the Holder ten (10) days notice of its intent to utilize shares for less than the entire principal amount hereof, provided that the principal amount, if any, of this Note that remains outstanding after such repayment must be an authorized denomination as defined herein. The Company shall not be required to register the transfer or exchange of any Note following the receipt of a notice to repay a Note as described above. All questions as to the validity, eligibility (including time of receipt) and acceptance of any Note for repayment shall be determined by the Trustee, whose determination shall be final, binding and non-appealable. In the event of redemption or repayment of this Note in part only, a new Note or Securities of this series and of like tenor and for a principal amount equal to the unredeemed or unrepaid portion shall be delivered to the registered Holder upon the cancellation hereof. If this Note is an Amortizing Note as shown on the face hereof or in the pricing supplement attached hereto or delivered herewith, a portion or all of the principal amount of this Note is payable prior to the Stated Maturity Date in accordance with a schedule or by application of a formularepayment.

Repayment. Unless one or more Repayment Dates is specified above, this Note shall not be repayable at the option of the Holder on any date prior (a) Subject to the Stated Maturity specified above. If one or more Repayment Dates provisions of this Agreement (or ranges of Repayment Dates) are so specifiedincluding Sections 2.9, this Note is subject to repayment on any such date (or during any such range) at the option of the Holder at a price equal to 100% of the principal amount hereof or2.10, if this Note is a Discounted Note (as specified on the face hereof2.11 and 7.2), the applicable Repayment Price specified on the face hereof (expressed as a percentage of Borrower shall repay in cash the principal amount of this Notethe Loans and all accrued and unpaid interest thereon and any other amounts payable hereunder in connection with the Loans on: (i) as regards the SSCD Credit Facility and all Indebtedness owing thereunder, the earlier of: (A) a Change of Control Redemption Date, and in such event the principal amount owing hereunder shall be deemed to be the applicable Change of Control Redemption Price (provided the Lender does not elect to exercise its conversion rights in accordance with Section 2 of the Senior Secured Convertible Debenture); (B) the date an Event of Default occurs and the Lender declares all Obligations to be due and payable, together as provided for in Section 7.2; and (C) the SSCD Credit Facility Maturity Date; and (ii) as regards the Converted Term Loan Credit Facility and all Indebtedness owing thereunder, the earlier of: the date an Event of Default occurs and the Lender has declared all Obligations to be due and payable; and the Converted Term Loan Credit Facility Maturity Date, as the case may be. The parties acknowledge the rights of: the Lender to convert outstanding principal and interest hereunder to Debenture Shares, subject to and in accordance with the Senior Secured Convertible Debenture; and of any such the Borrower to redeem the principal amount outstanding hereunder on the Maturity Date by exercising the Share Redemption Option subject to and in accordance with the terms of the Senior Secured Convertible Debenture. (b) With respect to repayments to be made in respect of the Converted Term Loan Credit Facility pursuant to Section 2.6(a)(ii) above, in addition to the required repayment with of the Restricted Principal Amount, all accrued interest thereon, and any and all other amounts payable hereunder in connection therewith, the Borrower shall pay to the Lender on the Converted Term Loan Maturity Date the Converted Term Loan Repayment DatePrice. (c) The Borrower acknowledges and agrees that any payments or distributions in cash, but interest installments whose Stated Maturity is prior property, or other assets received by the Lender pursuant to this Agreement or the Repayment Date other Loan Documents that are paid over to CWB, whether pursuant to or by virtue of the Priorities Agreement, Applicable Law, or otherwise, shall be not reduce any of the amounts that are payable to the Holder of this Note, or one or more Predecessor Securities, of record at the close of business on the relevant Regular or Special Record Dates, all as provided in the Indenture. For this Note to be repaid at the option of the Holder, the Paying Agent must receive at least 30 days but not more than 60 days prior to the Repayment Date on which this Note is to be repaid, (a) appropriate wire transfer instructions and (b) either (i) this Note with the form entitled “Option to Elect Repayment” below duly completed or (ii) a telegram, telex, facsimile transmission or a letter from a member of a national securities exchange, or the Financial Industry Regulatory Authority, Inc. or a commercial bank or trust company in the United States setting forth the name of the Holder of this Note, the principal amount of this Note, the portion of principal amount of this Note to be repaid, the certificate number or a description of the tenor and terms of this Note, a statement that the option to elect repayment is being exercised thereby and a guarantee that this Note, together with the duly completed form entitled “Option to Elect Repayment” on this Note, shall be received by the Paying Agent not later than the fifth Business Day after the date of such telegram, telex, facsimile transmission or letter, provided, however, that such Note and form duly completed is received by the Paying Agent by such fifth Business Day. Exercise of the repayment option by the Holder shall be irrevocable. The repayment option with respect Lender pursuant to this Note may be exercised by the Holder for less than the entire principal amount hereof, provided that the principal amount, if any, of this Note that remains outstanding after such repayment must be an authorized denomination as defined herein. The Company shall not be required to register the transfer or exchange of any Note following the receipt of a notice to repay a Note as described above. All questions as to the validity, eligibility (including time of receipt) and acceptance of any Note for repayment shall be determined by the Trustee, whose determination shall be final, binding and non-appealable. In the event of redemption or repayment of this Note in part only, a new Note or Securities of this series and of like tenor and for a principal amount equal to the unredeemed or unrepaid portion shall be delivered to the registered Holder upon the cancellation hereof. If this Note is an Amortizing Note as shown on the face hereof or in the pricing supplement attached hereto or delivered herewith, a portion or all of the principal amount of this Note is payable prior to the Stated Maturity Date in accordance with a schedule or by application of a formulaAgreement.

Repayment. Unless one (a) Subject to paragraph (b) of Clause 8 (Repayment) of Part II (Bank Guarantees) of Schedule 9 (Bank Guarantees) with respect to Bank Guarantees, the Borrower must repay all outstanding Interim Utilisations (together with all interest and all other unpaid amounts accrued or more Repayment Dates is specified above, this Note shall not be repayable at outstanding under or in connection with the option of Interim Finance Documents) on the Holder on any date prior to the Stated Maturity specified above. If one or more Repayment Dates (or ranges of Repayment Dates) are so specified, this Note is subject to repayment on any such date (or during any such rangethe Final Repayment Date) at which falls sixty (60) days after the option of the Holder at a price equal to 100% of the principal amount hereof Interim Closing Date or, if this Note is a Discounted Note earlier: (as specified i) in full on the face hereofdate of receipt by the Borrower of a written demand (the Acceleration Notice) from the Interim Facility Agent (acting on the instructions of the Majority Interim Lenders) following the occurrence of: (A) a Major Event of Default which is continuing requiring immediate prepayment and cancellation in full of the Interim Facilities; or (B) a breach of paragraph (r) or (s) of Clause 23.2 (Undertakings), (B) may only be delivered after the end of the Certain Funds Period; or (ii) in respect of an Interim Utilisation, the date of receipt by the Borrower or any Group Company of the proceeds from the first utilisation made under the equivalent Long-term Financing Agreement (free of any escrow or similar arrangements) which corresponds to the applicable Repayment Price specified on the face hereof (expressed as a percentage of the principal amount of this Note)Interim Facility, together in the case of any such repayment with accrued interest to the Repayment Date, but interest installments whose Stated Maturity is prior to the Repayment Date shall be payable to the Holder extent of this Note, or one or more Predecessor Securities, of record at the close of business on the relevant Regular or Special Record Dates, all as provided in the Indenture. For this Note to be repaid at the option of the Holder, the Paying Agent must receive at least 30 days but not more than 60 days prior to the Repayment Date on which this Note is to be repaid, (a) appropriate wire transfer instructions and such proceeds. (b) either (i) this Note with the form entitled “Option to Elect Repayment” below duly completed or (ii) a telegram, telex, facsimile transmission or a letter from a member of a national securities exchangeIf an Interim Utilisation is, or is declared to be, due and payable, all interest and all other amounts accrued or outstanding in respect of that Interim Utilisation shall be immediately due and payable. (c) If an Interim Utilisation is, or is declared to be, due and payable on demand, all interest and all other amounts accrued or outstanding in respect of that Interim Utilisation shall be immediately due and payable on demand by the Financial Industry Regulatory Authority, Inc. or a commercial bank or trust company in Interim Facility Agent acting on the United States setting forth the name instructions of the Holder of this NoteMajority Interim Lenders. (d) If an Interim Utilisation is, or is declared to be, due and payable, the principal amount of this NoteInterim Facility Agent may, the portion of principal amount of this Note to be repaid, the certificate number or a description of the tenor and terms of this Note, a statement that the option to elect repayment is being exercised thereby and a guarantee that this Note, together with the duly completed form entitled “Option to Elect Repayment” on this Note, shall be received if so directed by the Paying Agent not later than the fifth Business Day after the date of such telegramMajority Interim Lenders, telex, facsimile transmission or letter, provided, however, that such Note and form duly completed is received by the Paying Agent by such fifth Business Day. Exercise of the repayment option by the Holder shall be irrevocable. The repayment option with respect to this Note may be exercised by the Holder for less than the entire principal amount hereof, provided that the principal amount, if any, of this Note that remains outstanding after such repayment must be an authorized denomination as defined herein. The Company shall not be required to register the transfer or exchange of any Note following the receipt of a notice to repay a Note as described above. All questions as the Obligors' Agent, exercise or direct the Interim Security Agent to the validity, eligibility (including time of receipt) and acceptance of exercise any Note for repayment shall be determined by the Trustee, whose determination shall be final, binding and non-appealable. In the event of redemption or repayment of this Note in part only, a new Note or Securities of this series and of like tenor and for a principal amount equal to the unredeemed or unrepaid portion shall be delivered to the registered Holder upon the cancellation hereof. If this Note is an Amortizing Note as shown on the face hereof or in the pricing supplement attached hereto or delivered herewith, a portion or all of its rights, remedies, powers or discretions under the principal amount of this Note is payable prior to the Stated Maturity Date in accordance with a schedule or by application of a formulaInterim Finance Documents.

Repayment. Unless one or more Repayment Dates is specified above, this Note 6.6 The Borrower shall not be repayable at repay the option of the Holder Loan on any date prior to the Stated Maturity specified above. If one or more Repayment Dates (or ranges of Repayment Dates) are so specified, this Note is subject to repayment on any such date (or during any such range) at the option of the Holder at a price equal to 100% of the principal amount hereof or, if this Note is a Discounted Note (as specified on the face hereof), the applicable Repayment Price specified on the face hereof (expressed as a percentage of the principal amount of this Note), together demand and in the case of any such repayment with accrued interest to the Repayment Date, but interest installments whose Stated Maturity is prior to the Repayment Date shall be payable to the Holder of this Note, or one or more Predecessor Securities, of record at the close of business on the relevant Regular or Special Record Dates, all as provided in the Indenture. For this Note to be repaid at the option of the Holder, the Paying Agent must receive at least 30 days but not more than 60 days prior to the Repayment Date on which this Note is to be repaid, (a) appropriate wire transfer instructions and (b) either (i) this Note accordance with the form entitled “Option to Elect Repayment” below duly completed or (ii) a telegram, telex, facsimile transmission or a letter from a member of a national securities exchange, or the Financial Industry Regulatory Authority, Inc. or a commercial bank or trust company in the United States setting forth the name of the Holder of this Note, the principal amount of this Note, the portion of principal amount of this Note to be repaid, the certificate number or a description of the tenor and terms of this NoteAgreement. Credit for all payments by ▇▇▇▇▇▇, bank draft, RTGS will be given on realisation of the amount or the relative due date, whichever is later. Any payment which is due to be made on a statement day that the option to elect repayment is being exercised thereby and not a guarantee that this Note, together with the duly completed form entitled “Option to Elect Repayment” on this Note, Business Day shall be received made on the immediately preceding Business Day. 6.7 The Borrower agrees to accept the statement of account sent by the Paying Agent not later than Bank or by any other authorised representative of the fifth Bank as conclusive proof of the correctness of any sum claimed to be due by the Bank from the Borrower unless any discrepancy is highlighted by the Borrower within seven (7) Business Day after Days of receipt the statement. 6.8 The Bank may, in its discretion and subject to no Event of Default having occurred and is continuing and at the request of the Borrower, rollover/extend/continue the Facilities or any part thereof for such period and in such event all terms as applicable for such Facilities shall mutatis mutandis apply for the rollover/extended portion of the Facilities. 6.9 The Bank may at any time and from time to time, at its sole discretion, review the Facilities or any part thereof and demand repayment along with all interest due and payable and all liabilities and other obligations of the Borrower thereunder to the Bank including interest, and other charges shall become due and payable by the Borrower immediately to the Bank. 6.10 In case any Loan or part thereof is disbursed or converted into foreign currency, the Borrower shall, as may be required by the Bank, repay the Loan or any part thereof so disbursed or converted, in the same currency in which it has been disbursed/converted, as the case may be, or in the Indian Rupee equivalent of the amount disbursed/converted, as the case may be, under the Loan, as on the date of such telegram, telex, facsimile transmission or letter, provided, however, that such Note and form duly completed is received by the Paying Agent by such fifth Business Day. Exercise of the repayment option by the Holder shall be irrevocable. The repayment option with respect to this Note may be exercised by the Holder for less than the entire principal amount hereof, provided that the principal amount, if any, of this Note that remains outstanding after such repayment must be an authorized denomination as defined herein. The Company shall not be required to register the transfer or exchange of any Note following the receipt of a notice to repay a Note as described above. All questions as to the validity, eligibility (including time of receipt) and acceptance of any Note for repayment shall be determined by the Trustee, whose determination shall be final, binding and non-appealable. In the event of redemption or repayment of this Note in part only, a new Note or Securities of this series and of like tenor and for a principal amount equal to the unredeemed or unrepaid portion shall be delivered to the registered Holder upon the cancellation hereof. If this Note is an Amortizing Note as shown on the face hereof or in the pricing supplement attached hereto or delivered herewith, a portion or all of the principal amount of this Note is payable prior to the Stated Maturity Date in accordance with a schedule or by application of a formula.repayment

Repayment. Unless (a) On the last Business Day of each Fiscal Quarter, the Borrower shall make a Repayment under Facility B in an amount equal to 2.50% of the Outstanding Principal Amount under Facility B immediately following the final Advance under Facility B; and the remaining balance of the Outstanding Principal Amount under Facility B shall be due and payable on the Maturity Date. DOCPROPERTY "CUS_DocIDChunk0" NATDOCS\70776052\V-4 (b) On the last Business Day of each Fiscal Quarter, the Borrower shall make a Repayment under Facility C in an amount equal to 2.50% of the Outstanding Principal Amount under Facility C immediately following the final Advance under Facility C; and the remaining balance of the Outstanding Principal Amount under Facility C shall be due and payable on the Maturity Date. (c) In addition to all other Repayments required under this Section 3.05 the Borrower shall make a Repayment in an amount equal to fifty percent (50%) of the Excess Cash Flow in each Fiscal Year in which the Senior Funded Debt to EBITDA Ratio, measured as at December 31 of such Fiscal Year is greater than 2.50:1.00. Such Repayments shall be made not later than thirty (30) days after the date of delivery to the Agent of the Borrower’s Year-end Financial Statements for the applicable Fiscal Year. (d) The following Repayments shall be required in addition to all other Repayments required under this Agreement: (i) If any Company receives net proceeds from a policy of insurance, the Borrower shall make a Repayment in an amount equal to such net proceeds within three (3) Business Days after such net proceeds are received, except to the extent that such proceeds are permitted to be retained as provided in Section 8.10. (ii) If any Company receives net proceeds from an Equity Issuance or a transaction involving the creation of Subordinated Debt (except (A) net proceeds of the BDC Participation Loan; or (B) net proceeds resulting from an Equity Issuance to or the provision of Subordinated Debt by a Shareholder, including any Equity Issuance under Section 7.01(p) herein), within five (5) days after receipt of such net proceeds the Borrower shall make a Repayment in an amount equal to such net proceeds, except to the extent (if any) otherwise consented to in writing by the Agent upon the instructions of the Required Lenders acting reasonably. If any portion of such Repayment cannot be applied against the Outstanding Principal Amount until the maturity of one or more Repayment Dates is specified aboveoutstanding CDOR Loans, this Note the Agent shall not be repayable at the option deposit such portion of the Holder on any date prior to the Stated Maturity specified above. If one or more Repayment Dates (or ranges of Repayment Dates) are so specified, this Note is subject to repayment on any such date (or during any such range) at the option of the Holder at a price equal to 100% of the principal amount hereof or, if this Note is a Discounted Note (as specified on the face hereof), the applicable Repayment Price specified on the face hereof (expressed as a percentage of the principal amount of this Note), together in the case of any such repayment with accrued interest to the Repayment Date, but interest installments whose Stated Maturity is prior to the Repayment Date shall be payable to the Holder of this Note, or one or more Predecessor Securities, of record at the close of business on the relevant Regular or Special Record Dates, all as provided an interest-bearing account in the Indenture. For this Note to be repaid at the option of the Holder, the Paying Agent must receive at least 30 days but not more than 60 days prior to the Repayment Date on which this Note is to be repaid, (a) appropriate wire transfer instructions and (b) either (i) this Note with the form entitled “Option to Elect Repayment” below duly completed or (ii) a telegram, telex, facsimile transmission or a letter from a member of a national securities exchange, or the Financial Industry Regulatory Authority, Inc. or a commercial bank or trust company in the United States setting forth the name of the Holder Borrower and apply such portion (including accrued interest thereon) against the Outstanding Principal Amount upon the maturity of this Notesuch CDOR Loans. (iii) If any Company receives net proceeds equal to or greater than one million Canadian Dollars (CDN$1,000,000) from a transaction involving the sale, the principal amount leasing or other disposition of this Note, the portion of principal amount of this Note to be repaid, the certificate number any individual asset or a description group of related assets in one or a series of related transactions (other than sales in the tenor and terms ordinary course of this Notebusiness), a statement that the option to elect repayment is being exercised thereby and a guarantee that this Note, together with the duly completed form entitled “Option to Elect Repayment” on this Note, shall be received by the Paying Agent not later than the fifth Business Day within one hundred eighty (180) days after the date receipt of such telegram, telex, facsimile transmission or letter, provided, however, that such Note and form duly completed is received by net proceeds the Paying Agent by such fifth Business Day. Exercise of the repayment option by the Holder Borrower shall be irrevocable. The repayment option with respect to this Note may be exercised by the Holder for less than the entire principal amount hereof, provided that the principal amount, if any, of this Note that remains outstanding after such repayment must be make a Repayment in an authorized denomination as defined herein. The Company shall not be required to register the transfer or exchange of any Note following the receipt of a notice to repay a Note as described above. All questions as to the validity, eligibility (including time of receipt) and acceptance of any Note for repayment shall be determined by the Trustee, whose determination shall be final, binding and non-appealable. In the event of redemption or repayment of this Note in part only, a new Note or Securities of this series and of like tenor and for a principal amount equal to the unredeemed or unrepaid portion shall be delivered of such net proceeds which have not been applied to the registered Holder upon the cancellation hereof. If this Note is an Amortizing Note as shown on the face hereof or in the pricing supplement attached hereto or delivered herewith, a portion or all of the principal amount of this Note is payable prior to the Stated Maturity Date in accordance with a schedule or by application of a formulapurchase similar assets (other than current assets).

Repayment. Unless one or more Repayment Dates is specified above, this Note shall not be repayable at the option of the Holder on any date prior Subject to the Stated Maturity specified above. If one or more Repayment Dates (or ranges of Repayment Dates) are so specified, this Note is subject to repayment on any such date (or during any such range) at the option of the Holder at a price equal to 100% of the principal amount hereof or, if this Note is a Discounted Note (as specified on the face hereof), the applicable Repayment Price specified on the face hereof (expressed as a percentage of the principal amount provisions of this Note), together in the case of any such repayment with accrued interest to the Repayment Date, but interest installments whose Stated Maturity is prior to the Repayment Date shall be payable to the Holder of this Note, or one or more Predecessor Securities, of record at the close of business on the relevant Regular or Special Record Dates, all as provided in the Indenture. For this Note to be repaid at the option of the Holder, the Paying Agent must receive at least 30 days but not more than 60 days prior to the Repayment Date on which this Note is to be repaid, Clause 7: (a) appropriate wire transfer instructions upon ten Business Days’ notice from Borrower to the Lender, the Borrower shall have the right and option to repay the Lender all or part of the outstanding amount under each Loan, at any time or from time to time, without penalty; (b) either upon ten Business Days’ notice from the Lender to the Borrower, the Lender shall have the right and option to: (i) this Note with subject to applicable laws, convert into Borrower’s common equity all or any portion of the form entitled “Option Loan amounts owed to Elect Repayment” below duly completed or Lender (based on a valuation and amounts agreed to by the Lender) and subject to obtaining all required corporate consents and authorizations; or (ii) require Borrower to repay the Lender on a telegram, telex, facsimile transmission pro rata basis all or a letter from a member of a national securities exchange, or the Financial Industry Regulatory Authority, Inc. or a commercial bank or trust company in the United States setting forth the name any portion of the Holder Loan amounts: (A) if the Borrower receives reimbursement from its insurance provider for the costs of Incident Response financed by this Note, Loan; (B) if the principal amount of this Note, the Borrower or its Controlled Affiliates or both sell a material portion of principal amount of this Note their assets; or (C) if Lender ceases to be repaid, the certificate number or a description shareholder of the tenor and terms Borrower; or (D) if the Borrower ceases to be the sole shareholder of this Noteits Controlled Affiliates. (c) If Borrower generates Positive Net Cash Flow for a fiscal year, a statement that then within 90 days of the option to elect repayment is being exercised thereby and a guarantee that this Note, together with the duly completed form entitled “Option to Elect Repayment” on this Note, shall be received by the Paying Agent not later than the fifth Business Day after the date end of such telegram, telex, facsimile transmission or letter, provided, however, that such Note and form duly completed is received by the Paying Agent by such fifth Business Day. Exercise of the repayment option by the Holder fiscal year Borrower shall be irrevocable. The repayment option with respect to this Note may be exercised by the Holder for less than the entire principal amount hereof, provided that the principal amount, if any, of this Note that remains outstanding after such repayment must be an authorized denomination as defined herein. The Company shall not be required to register pay the transfer Positive Net Cash Flow Repayment Amount (not to exceed the aggregate outstanding Loan amount at that time) to the Lender as repayment of all or exchange any portion of any Note following the Loan amounts, unless a notice from the Lender waiving such repayment is provided to the Borrower within 85 days of the end of such fiscal year. In such case where a notice waiving such repayment is provided, such Loan amount remains fully due and payable and Lender further reserves the right to require such amounts be repaid in the next instance where the proceeding sentence is satisfied, or separately, Lender may elect by way of notice issued pursuant to Paragraph 7.1(b)(i) to convert to common equity amounts due and payable by the Borrower. (d) Upon the occurrence of an Event of Default and receipt of a notice to repay a Note as described above. All questions as to from the validity, eligibility (including time of receipt) and acceptance of any Note for repayment shall be determined by the Trustee, whose determination shall be final, binding and non-appealable. In the event of redemption or repayment of this Note in part only, a new Note or Securities of this series and of like tenor and for a principal amount equal to the unredeemed or unrepaid portion shall be delivered to the registered Holder upon the cancellation hereof. If this Note is an Amortizing Note as shown on the face hereof or in the pricing supplement attached hereto or delivered herewith, a portion or all of the principal amount of this Note is payable prior to the Stated Maturity Date Lender in accordance with a schedule or by application of a formulaArticle 9 declaring any outstanding Loan amount and all other amounts payable to it under this Agreement to be immediately due and payable, the Borrower shall immediately repay the Lender all the outstanding Loans and all other amounts payable to them under this Agreement pursuant to Article 9.

Repayment. Unless one or more Repayment Dates is specified above11.1 Subject as hereinafter provided, this Note shall not be repayable at the option aggregate of all outstanding amounts of the Holder on any date prior to Facility shall be repaid by the Stated Maturity specified above. If one or more Repayment Dates (or ranges of Repayment DatesBorrowers upon the earlier of: i) are so specifiedthe Original Expiration Date or, this Note is subject to repayment on any such date (or during any such range) at the option of the Holder at a price equal to 100% of the principal amount hereof or, if this Note is a Discounted Note (as specified on the face hereof), the applicable Repayment Price specified on the face hereof (expressed as a percentage of the principal amount of this Note), together Clause 11.2 in the case of any such repayment with accrued interest extension or renewal of the Facility pursuant to Clause 11.3, the last Banking Day of the period specified in the Lender’s notice referred to in Clause 11.3; and ii) the Demand Date, provided however that unless an Event of Default has occurred the Lender shall give a ninety (90) days prior written notice to the Repayment DateBorrowers of its intention to make a demand for repayment hereunder whereupon in either such case, but interest installments whose Stated Maturity is the Facility shall be cancelled and no further Advances shall be drawn down. 11.2 The Borrowers may request in writing an extension of the Facility for further periods of up to twelve (12) months, PROVIDED THAT such request must be addressed to the Lender at least twenty (20) Banking Days prior to the Repayment Original Expiration Date shall be payable or (in case the Facility has already been extended pursuant to the Holder terms of this NoteClause) twenty (20) Banking Days prior to the relevant Expiration Date specified in the Lender’s notice referred to in Clause 11.3 11.3 The Lender may (in its sole and absolute discretion) by a notice in writing to the Borrowers, or consent to the request of the Borrowers referred to in Clause 11.2 above and agree to the extension of the Facility for one or more Predecessor Securitiesperiods of up to twelve (12) months. PROVIDED HOWEVER THAT the Lender may at its discretion, of record at upon giving its consent to such extension adjust the close of business on Applicable Limit as it may deem appropriate. If the relevant Regular or Special Record DatesLender does not give such consent as aforesaid, all as provided in the Indenture. For this Note to be repaid at the option outstanding amounts of the Holder, the Paying Agent must receive at least 30 days but not more than 60 days prior to the Repayment Date on which this Note is to be repaid, (a) appropriate wire transfer instructions and (b) either (i) this Note with the form entitled “Option to Elect Repayment” below duly completed or (ii) a telegram, telex, facsimile transmission or a letter from a member of a national securities exchange, or the Financial Industry Regulatory Authority, Inc. or a commercial bank or trust company in the United States setting forth the name of the Holder of this Note, the principal amount of this Note, the portion of principal amount of this Note to be repaid, the certificate number or a description of the tenor and terms of this Note, a statement that the option to elect repayment is being exercised thereby and a guarantee that this Note, together with the duly completed form entitled “Option to Elect Repayment” on this Note, Facility shall be received by the Paying Agent not later than the fifth Business Day after the date of such telegram, telex, facsimile transmission or letter, provided, however, that such Note and form duly completed is received by the Paying Agent by such fifth Business Day. Exercise of the repayment option by the Holder shall be irrevocable. The repayment option with respect to this Note may be exercised by the Holder for less than the entire principal amount hereof, provided that the principal amount, if any, of this Note that remains outstanding after such repayment must be an authorized denomination as defined herein. The Company shall not be required to register the transfer or exchange of any Note following the receipt of a notice to repay a Note as described above. All questions as to the validity, eligibility (including time of receipt) and acceptance of any Note for repayment shall be determined by the Trustee, whose determination shall be final, binding and non-appealable. In the event of redemption or repayment of this Note in part only, a new Note or Securities of this series and of like tenor and for a principal amount equal to the unredeemed or unrepaid portion shall be delivered to the registered Holder upon the cancellation hereof. If this Note is an Amortizing Note as shown on the face hereof or in the pricing supplement attached hereto or delivered herewith, a portion or all of the principal amount of this Note is payable prior to the Stated Maturity Date repayable in accordance with a schedule or by application of a formulaClause 11.1. Any such notice shall be without prejudice to the Lender’s right to make demand upon the Borrowers at any time pursuant to Clause 11.1 (ii).

Repayment. Unless one or more Repayment Dates is specified above, this Borrower shall repay the entire outstanding principal balance of each Note shall not be repayable at the option of the Holder on any date prior to the Stated Maturity specified above. If one or more Repayment Dates (or ranges of Repayment Dates) are so specified, this Note is subject to repayment on any such date (or during any such range) at the option of the Holder at a price equal to 100% of the principal amount hereof or, if this Note is a Discounted Note (as specified in full on the face hereof), the applicable Repayment Price specified on the face hereof (expressed as a percentage of the principal amount of this Note), together in the case of any such repayment with accrued interest to the Repayment Maturity Date, but interest installments whose Stated Maturity is prior to the Repayment Date shall be payable to the Holder of this Note, or one or more Predecessor Securities, of record at the close of business on the relevant Regular or Special Record Dates, all as provided in the Indenture. For this Note to be repaid at the option of the Holder, the Paying Agent must receive at least 30 days but not more than 60 days prior to the Repayment Date on which this Note is to be repaid, (a) appropriate wire transfer instructions and (b) either (i) this Note with the form entitled “Option to Elect Repayment” below duly completed or (ii) a telegram, telex, facsimile transmission or a letter from a member of a national securities exchange, or the Financial Industry Regulatory Authority, Inc. or a commercial bank or trust company in the United States setting forth the name of the Holder of this Note, the principal amount of this Note, the portion of principal amount of this Note to be repaid, the certificate number or a description of the tenor and terms of this Note, a statement that the option to elect repayment is being exercised thereby and a guarantee that this Note, together with interest thereon to (but excluding) the duly completed form entitled “Option to Elect Repayment” on this Notedate of repayment and any other amounts due and owing under the Loan Documents. Except during the continuance of an Event of Default, all proceeds of any repayment, including any prepayments of the Tranche A Loan, shall be received applied by Lender as follows in the Paying Agent not later than following order of priority: First, accrued and unpaid interest at the fifth Business Day after Tranche A Loan Interest Rate; Second, to the date of such telegramTranche A Principal; and Third, telex, facsimile transmission or letter, provided, however, that such Note to the Exit Fee and form duly completed is received by any other amounts then due and owing under the Paying Agent by such fifth Business Day. Exercise of the repayment option by the Holder shall be irrevocable. The repayment option Loan Documents with respect to this Note may be exercised by the Holder for less than Tranche A Loan. Except during the entire principal amount hereofcontinuance of an Event of Default, provided that the principal amount, if any, of this Note that remains outstanding after such repayment must be an authorized denomination as defined herein. The Company shall not be required to register the transfer or exchange all proceeds of any Note repayment, including any prepayments of the Tranche B Loan, shall be applied by Lender as follows in the following order of priority: First, accrued and unpaid interest at the receipt of a notice to repay a Note as described above. All questions as Tranche B Loan Interest Rate; Second, to the validityTranche B Principal; and Third, eligibility (including time of receipt) and acceptance of any Note for repayment shall be determined by the Trustee, whose determination shall be final, binding and non-appealable. In the event of redemption or repayment of this Note in part only, a new Note or Securities of this series and of like tenor and for a principal amount equal to the unredeemed or unrepaid portion shall be delivered Exit Fee and any other amounts then due and owing under the Loan Documents with respect to the registered Holder upon the cancellation hereofTranche B Loan. If this Note is an Amortizing Note as shown on the face hereof or in the pricing supplement attached hereto or delivered herewith, a portion or all of the principal amount of this Note is payable prior to the Stated Maturity Date the Debt is accelerated by reason of an Event of Default, then Lender shall be entitled to receive, in accordance with a schedule addition to the unpaid Tranche A Principal and accrued interest and other sums due under the Loan Documents, an amount equal to the Exit Fee applicable to the portion of Principal so accelerated constituting the Tranche A Principal. If prior to the Stated Maturity Date the Debt is accelerated by reason of an Event of Default, then Lender shall be entitled to receive, in addition to the unpaid Tranche B Principal and accrued interest and other sums due under the Loan Documents, an amount equal to the Exit Fee applicable to the portion of Principal so accelerated constituting the Tranche B Principal. During the continuance of an Event of Default, all proceeds of repayment, including any payment or by application recovery on the Property (whether through foreclosure, deed-in-lieu of a formulaforeclosure, or otherwise) shall, unless otherwise provided in the Loan Documents, be applied in such order and in such manner (including as between the Tranche A Loan and the Tranche B Loan) as Lender shall elect in Lender’s sole and absolute discretion.

Repayment. Unless one or more Repayment Dates is specified above(i) The Borrower hereby promises, this Note shall not be repayable at absolutely and unconditionally, to pay the option aggregate principal amount of the Holder Term Loan then outstanding on the Maturity Date. The Borrower shall make all payments required hereunder not later than 2:00 p.m. on the date of payment in same day funds in Dollars to the Lender at ▇.▇. ▇▇▇ ▇▇▇▇▇▇ ▇▇. ▇▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇, or such other address as the Lender may from time to time designate in writing. (ii) All payments by the Borrower to the Lender hereunder shall be made to the Lender in full without condition or deduction for any date defense, recoupment, set‑off or counterclaim and free and clear of and exempt from, and without deduction or withholding for or on account of, any present or future taxes, levies, imposts, duties or charges of whatsoever nature imposed by any government or any political subdivision or taxing authority thereof unless the Borrower is required to deduct or withhold such amounts by law. If the Borrower is required to deduct or withhold taxes by law, the Borrower shall reimburse the Lender for any taxes imposed on or withheld from such payments (other than taxes imposed on the Lender’s income, Parexel International Corporation January 22, 2013 Page 3 franchise taxes imposed on the Lender, or branch profits taxes or similar taxes imposed on the Lender, by the jurisdiction under the laws of which the Lender is organized or any political subdivision thereof or in which its principal or lending office is located or by any jurisdiction as a result of a present or former connection between the Lender and such jurisdiction, other than any such connection arising solely as a result of this Agreement (collectively with the taxes referred to in the last sentence of this clause (ii), the “Excluded Taxes”)). On or prior to the Stated Maturity specified above. If one or more Repayment Dates Closing Date, the Lender shall deliver to the Borrower, a duly executed and properly completed copy of IRS Form W‑9 (or ranges applicable successor form) establishing an exemption from United States federal backup withholding tax. The Borrower shall not reimburse the Lender for any withholding taxes resulting from Lender’s failure to deliver such form. No assignee or participant shall be entitled to reimbursement for taxes hereunder (including under Paragraph 5) or reimbursement or payment of Repayment Datesany costs, losses or payments under Paragraph 5(b) are so specifiedhereof, this Note is subject to repayment on any the extent that the assignor or grantor of participation rights, as applicable, was not entitled to such date (reimbursement or during any such range) payment at the option time of such assignment or grant of participation. Any assignee or participant shall provide the Borrower with a duly completed and properly completed IRS Form W‑9 or appropriate IRS Form W‑8, as applicable. Notwithstanding any provision of this Agreement to the contrary, the Borrower shall not reimburse the Lender for any U.S. federal withholding taxes imposed under Sections 1471 through 1474 of the Holder at a price equal to 100% Internal Revenue Code of the principal amount hereof or1986, if this Note is a Discounted Note (as specified on the face hereof), the applicable Repayment Price specified on the face hereof (expressed as a percentage of the principal amount of this Note), together in the case of any such repayment with accrued interest to the Repayment Date, but interest installments whose Stated Maturity is prior to the Repayment Date shall be payable to the Holder of this Note, or one or more Predecessor Securities, of record at the close of business on the relevant Regular or Special Record Dates, all as provided in the Indenture. For this Note to be repaid at the option of the Holder, the Paying Agent must receive at least 30 days but not more than 60 days prior to the Repayment Date on which this Note is to be repaid, (a) appropriate wire transfer instructions and (b) either (i) this Note with the form entitled “Option to Elect Repayment” below duly completed or (ii) a telegram, telex, facsimile transmission or a letter from a member of a national securities exchange, or the Financial Industry Regulatory Authority, Inc. or a commercial bank or trust company in the United States setting forth the name of the Holder of this Note, the principal amount of this Note, the portion of principal amount of this Note to be repaid, the certificate number or a description of the tenor and terms of this Note, a statement that the option to elect repayment is being exercised thereby and a guarantee that this Note, together with the duly completed form entitled “Option to Elect Repayment” on this Note, shall be received by the Paying Agent not later than the fifth Business Day after the date of such telegramthis Agreement (and any amended or successor version that is substantively comparable and not materially more onerous to comply with), telex, facsimile transmission and any current or letter, provided, however, future regulations (whether temporary or proposed) that such Note and form duly completed is received by the Paying Agent by such fifth Business Day. Exercise of the repayment option by the Holder shall be irrevocable. The repayment option with respect to this Note may be exercised by the Holder for less than the entire principal amount hereof, provided that the principal amount, if any, of this Note that remains outstanding after such repayment must be an authorized denomination as defined herein. The Company shall not be required to register the transfer are issued thereunder or exchange of any Note following the receipt of a notice to repay a Note as described above. All questions as to the validity, eligibility (including time of receipt) and acceptance of any Note for repayment shall be determined by the Trustee, whose determination shall be final, binding and non-appealable. In the event of redemption or repayment of this Note in part only, a new Note or Securities of this series and of like tenor and for a principal amount equal to the unredeemed or unrepaid portion shall be delivered to the registered Holder upon the cancellation hereof. If this Note is an Amortizing Note as shown on the face hereof or in the pricing supplement attached hereto or delivered herewith, a portion or all of the principal amount of this Note is payable prior to the Stated Maturity Date in accordance with a schedule or by application of a formulaofficial governmental interpretations thereof.

Repayment. Unless one or more Repayment Dates is specified above, this Note shall not be repayable at the option of the Holder on any date prior to the Stated Maturity specified above. If one or more Repayment Dates (or ranges of Repayment Dates) are so specified, this Note is subject to repayment on any such date (or during any such range) at the option of the Holder at a price equal to 100% of the principal amount hereof or, if this Note is a Discounted Note (as specified on the face hereof), the applicable Repayment Price specified on the face hereof (expressed as a percentage of the principal amount of this Note), together in the case of any such repayment with accrued interest to the Repayment Date, but interest installments whose Stated Maturity is prior to the Repayment Date shall be payable to the Holder of this Note, or one or more Predecessor Securities, of record at the close of business on the relevant Regular or Special Record Dates, all as provided in the Indenture. For this Note to be repaid at the option of the Holder, the Paying Agent must receive at least 30 days but not more than 60 days prior to the Repayment Date on which this Note is to be repaid, (a) appropriate wire transfer instructions and (b) either (i) this Note with Commencing on the form entitled “Option to Elect Repayment” below duly completed or (ii) a telegram, telex, facsimile transmission or a letter from a member of a national securities exchange, or the Financial Industry Regulatory Authority, Inc. or a commercial bank or trust company in the United States setting forth the name last day of the Holder of this Note, the principal amount of this Note, the portion of principal amount of this Note to be repaid, the certificate number or a description of the tenor and terms of this Note, a statement that the option to elect repayment is being exercised thereby and a guarantee that this Note, together with the duly completed form entitled “Option to Elect Repayment” on this Note, shall be received by the Paying Agent not later than the fifth Business Day month after the date of such telegramthis Agreement, telexand continuing until the Principal Repayment Commencement Date, facsimile transmission or letter, provided, however, that such Note Borrower shall make monthly payments of all accrued interest at the Rate on advances under Equipment Purchase Line and form duly completed is received by all Bank Expenses incurred in connection with Equipment Purchase Line. (b) Commencing on the Paying Agent by such fifth Business Day. Exercise last day of the repayment option month after the end of the Draw Period (the "Principal Repayment Commencement Date") and continuing on the last day of each month thereafter until the Equipment Line Maturity Date (as hereinafter defined), Borrower shall make (i) equal and consecutive monthly principal payments with each payment being in an amount sufficient to repay the aggregate principal amount of advances under the Equipment Purchase Line outstanding as of the Principal Repayment Commencement Date over sixty (60) months on a straight-line basis, (ii) monthly interest payments at the Rate on the outstanding amount of advances under the Equipment Purchase Line, and (iii) all Bank Expenses incurred by Bank in connection with Equipment Purchase Line. For the Holder purpose of this Agreement, the "Equipment Line Maturity Date" shall be irrevocablesixty (60) months after the Principal Repayment Commencement Date. (c) Bank may, at its option, elect to treat any due but unpaid interest and Bank Expenses as advances under the Credit, and all such advances shall bear interest on the Daily Balance thereof, at a per annum rate applicable to the Credit under the terms of this Agreement. The repayment option with respect to this Note may be exercised receipt of any check or other item of payment by the Holder for less than the entire principal amount hereof, provided that the principal amount, if any, of this Note that remains outstanding after such repayment must be an authorized denomination as defined herein. The Company Bank shall not be required to register the transfer considered a payment until such check or exchange other item of any Note following the receipt payment is honored when presented for payment, in which event, said check or other item of a notice to repay a Note as described above. All questions as to the validity, eligibility (including time of receipt) and acceptance of any Note for repayment payment shall be determined by the Trustee, whose determination shall be final, binding and non-appealable. In the event of redemption or repayment of this Note in part only, a new Note or Securities of this series and of like tenor and for a principal amount equal deemed to the unredeemed or unrepaid portion shall be delivered have been paid to the registered Holder upon the cancellation hereof. If this Note is an Amortizing Note as shown on the face hereof or in the pricing supplement attached hereto or delivered herewith, a portion or all of the principal amount of this Note is payable prior to the Stated Maturity Date Bank in accordance with Bank's rules and regulations relating to credits to deposit accounts or, in Bank's discretion, two (2) calendar days after the date Bank actually receives possession of such check or other item of payment. Notwithstanding anything to the contrary contained in Article 3 of this Agreement, all advances under the Equipment Purchase Line shall bear interest, from and after any Event of Default and without constituting a schedule waiver of any such Event of Default, on the Daily Balance owing, at a per annum rate five (5) percentage points above the Rate. 6. The second sentence of the first paragraph of Section 4.1 of the Loan Agreement is hereby deleted in its entirety and is replaced with the following: Borrower's right to obtain advances under Section 2.1 and to enter into foreign exchange contracts under the FX Facility provided by Section 14.1 shall remain in full force and effect until June 30, 1999, and shall continue on a month-to-month basis thereafter until terminated by either party on thirty (30) days prior written notice to the other. 7. The Equipment Purchase Line Note is hereby amended and restated so that it reads in accordance with the attached Exhibit "A." Concurrently with the first advance by Bank to Borrower under the Equipment Purchase Line, Borrower shall execute and deliver an Equipment Purchase Line Note in substantially the same form and content as the attached Exhibit "A", which Equipment Purchase Line Note shall be dated the same date as the first such advance under the Equipment Purchase Line. 8. Bank shall have the right, but not the obligation, to charge any amounts owing by Borrower to Bank under the Loan Agreement, the Equipment Purchase Line Note, or this Fourth Amendment against any accounts maintained by application of a formulaBorrower with Bank and Borrower consents thereto.

Repayment. Unless The Loan shall be fully repaid by Debtor to Lender on the earlier of (i) one (1) year from the date hereof or more Repayment Dates is specified above, this Note shall not be repayable at (ii) within thirty (30) days following the option effective date of the Holder on any first S-3 Registration Statement covering shares of Additional Stock which may hereafter be issued to Debtor or Pledgors which have an aggregate fair market value at such effective date prior to the Stated Maturity specified above. If one or more Repayment Dates (or ranges of Repayment Dates) are so specified, this Note is subject to repayment on any such date (or during any such range) at the option of the Holder at a price equal to 100% of the principal amount hereof or, if this Note is a Discounted Note (as specified on the face hereof), the applicable Repayment Price specified on the face hereof (expressed as a percentage of or greater than the principal amount of this the Note), together in the case of any such repayment with accrued interest to the Repayment Date, but interest installments whose Stated Maturity is prior to the Repayment Date shall be payable to the Holder of this Note, or one or more Predecessor Securities, of record at the close of business on the relevant Regular or Special Record Dates, all as provided in the Indenture. For this Note to be repaid at the option of the Holder, the Paying Agent must receive at least 30 days but not more than 60 days prior to the Repayment Date on which this Note is to be repaid, (a) appropriate wire transfer instructions and (b) either (i) this Note with the form entitled “Option to Elect Repayment” below duly completed or (ii) a telegram, telex, facsimile transmission or a letter from a member of a national securities exchange, or the Financial Industry Regulatory Authority, Inc. or a commercial bank or trust company in the United States setting forth the name of the Holder of this Note, the principal amount of this Note, the portion of principal amount of this Note to be repaid, the certificate number or a description of the tenor and terms of this Note, a statement that the option to elect repayment is being exercised thereby and a guarantee that this Note, together with the duly completed form entitled “Option to Elect Repayment” on this Note, shall be received by the Paying Agent not later than the fifth Business Day after the date of such telegram, telex, facsimile transmission or letter, provided, however, that such Note and form duly completed is received by the Paying Agent by such fifth Business Day. Exercise of the repayment option by the Holder shall be irrevocable. The repayment option with respect to this Note may be exercised by the Holder for less than the entire principal amount hereof, provided that the principal amount, if any, of this Note that remains outstanding after such repayment must be an authorized denomination as defined herein. The Company shall not be required to register the transfer or exchange of any Note following the receipt of a notice to repay a Note as described above. All questions as to the validity, eligibility (including time of receipt) and acceptance of any Note for repayment shall be determined by the Trustee, whose determination shall be final, binding and non-appealable. In the event Lender fails to cause such S-3 Registration Statement to become effective, or if no public market then exists for such shares of redemption stock, in either such case by or repayment on the first anniversary date hereof, then, and in such event, notwithstanding anything contained in the Reorganization Agreement to the contrary, Lender shall not issue the shares of Additional Stock. Rather, Lender shall then (i.e., one year after the date hereof) pay Debtor $400,000 in cash less the aggregate amount of principal and interest then due on the Loan, and the Loan shall thereupon be extinguished. If after receipt of any payment of, or Proceeds applied to the payment of, all or any part of the Obligations, Lender is for any reason required to surrender such payment or Proceeds to any person, because such payment or Proceeds is invalidated, declared fraudulent, set aside, determined to be void or voidable as a preference, or a diversion of trust funds, or for any other reason, then the Obligations or part thereof intended to be satisfied shall be revived and continue and this Loan Agreement shall continue in full force as if such payment or Proceeds had not been received by Lender and Debtor shall be liable, jointly and severally, to pay to Lender, and hereby do jointly and severally indemnify Lender and hold Lender harmless for the amount of such payment or Proceeds surrendered. The provisions of this Note Section shall be and remain effective notwithstanding any contrary action which may have been taken by Lender in part onlyreliance upon such payment or Proceeds, a new Note and any such contrary action so taken shall be without prejudice to Lender's rights under this Loan Agreement and shall be deemed to have been conditioned upon such payment or Securities Proceeds having become final and irrevocable. The provisions of this series and of like tenor and for a principal amount equal to Section shall survive the unredeemed or unrepaid portion shall be delivered to the registered Holder upon the cancellation hereof. If this Note is an Amortizing Note as shown on the face hereof or in the pricing supplement attached hereto or delivered herewith, a portion or all of the principal amount termination of this Note is payable prior to the Stated Maturity Date in accordance with a schedule or by application of a formulaLoan Agreement.

Repayment. Unless (a) On the last Business Day of each Fiscal Quarter, the Borrower shall make a Repayment under Facility B in an amount equal to 2.50% of the Outstanding Principal Amount under Facility B immediately following the final Advance under Facility B; and the remaining balance of the Outstanding Principal Amount under Facility B shall be due and payable on the Maturity Date. (b) No Repayments under Facility C are required prior to the Final Advance Date. On the last Business Day of the Fiscal Quarter in which the Final Advance Date occurs, and on the last Business Day of each Fiscal Quarter thereafter, the Borrower shall make a Repayment under Facility C in an amount equal to 2.50% of the Outstanding Principal Amount under Facility C immediately following the final Advance under Facility C; and the remaining balance of the Outstanding Principal Amount under Facility C shall be due and payable on the Maturity Date. (c) In addition to all other Repayments required under this Section 3.05 the Borrower shall make a Repayment in an amount equal to fifty percent (50%) of the Excess Cash Flow in each Fiscal Year in which the Senior Funded Debt to EBITDA Ratio, measured as at December 31 of such Fiscal Year is greater than 2.50:1.00, the first such Repayment to be made in respect of the Fiscal Year ending December 31, 2021. Such Repayments shall be made not later than thirty (30) days after the date of delivery to the Agent of the Borrower’s Year-end Financial Statements for the applicable Fiscal Year. (d) The following Repayments shall be required in addition to all other Repayments required under this Agreement: (i) If any Company receives net proceeds from a policy of insurance, the Borrower shall make a Repayment in an amount equal to such net proceeds within three (3) Business Days after such net proceeds are received, except to the extent that such proceeds are permitted to be retained as provided in Section 8.10. (ii) If any Company receives net proceeds from an Equity Issuance or a transaction involving the creation of Subordinated Debt (except (A) net proceeds of the BDC Participation Loan; or (B) net proceeds resulting from an Equity Issuance to or the provision of Subordinated Debt by a Shareholder, including any Equity Issuance under Section 7.01(p) herein), within five (5) days after receipt of such net proceeds the Borrower shall make a Repayment in an amount equal to such net proceeds, except to the extent (if any) otherwise consented to in writing by the Agent upon the instructions of the Required Lenders acting reasonably. If any portion of such Repayment cannot be applied against the Outstanding Principal Amount until the maturity of one or more Repayment Dates is specified aboveoutstanding Bankers’ Acceptances, this Note the Agent shall not be repayable at the option deposit such portion of the Holder on any date prior to the Stated Maturity specified above. If one or more Repayment Dates (or ranges of Repayment Dates) are so specified, this Note is subject to repayment on any such date (or during any such range) at the option of the Holder at a price equal to 100% of the principal amount hereof or, if this Note is a Discounted Note (as specified on the face hereof), the applicable Repayment Price specified on the face hereof (expressed as a percentage of the principal amount of this Note), together in the case of any such repayment with accrued interest to the Repayment Date, but interest installments whose Stated Maturity is prior to the Repayment Date shall be payable to the Holder of this Note, or one or more Predecessor Securities, of record at the close of business on the relevant Regular or Special Record Dates, all as provided an interest-bearing account in the Indenture. For this Note to be repaid at the option of the Holder, the Paying Agent must receive at least 30 days but not more than 60 days prior to the Repayment Date on which this Note is to be repaid, (a) appropriate wire transfer instructions and (b) either (i) this Note with the form entitled “Option to Elect Repayment” below duly completed or (ii) a telegram, telex, facsimile transmission or a letter from a member of a national securities exchange, or the Financial Industry Regulatory Authority, Inc. or a commercial bank or trust company in the United States setting forth the name of the Holder Borrower and apply such portion (including accrued interest thereon) against the Outstanding Principal Amount upon the maturity of this Notesuch Bankers’ Acceptances. (iii) If any Company receives net proceeds equal to or greater than one million Canadian Dollars (CDN$1,000,000) from a transaction involving the sale, the principal amount leasing or other disposition of this Note, the portion of principal amount of this Note to be repaid, the certificate number any individual asset or a description group of related assets in one or a series of related transactions (other than sales in the tenor and terms ordinary course of this Notebusiness), a statement that the option to elect repayment is being exercised thereby and a guarantee that this Note, together with the duly completed form entitled “Option to Elect Repayment” on this Note, shall be received by the Paying Agent not later than the fifth Business Day within one hundred eighty (180) days after the date receipt of such telegram, telex, facsimile transmission or letter, provided, however, that such Note and form duly completed is received by net proceeds the Paying Agent by such fifth Business Day. Exercise of the repayment option by the Holder Borrower shall be irrevocable. The repayment option with respect to this Note may be exercised by the Holder for less than the entire principal amount hereof, provided that the principal amount, if any, of this Note that remains outstanding after such repayment must be make a Repayment in an authorized denomination as defined herein. The Company shall not be required to register the transfer or exchange of any Note following the receipt of a notice to repay a Note as described above. All questions as to the validity, eligibility (including time of receipt) and acceptance of any Note for repayment shall be determined by the Trustee, whose determination shall be final, binding and non-appealable. In the event of redemption or repayment of this Note in part only, a new Note or Securities of this series and of like tenor and for a principal amount equal to the unredeemed or unrepaid portion of such net proceeds which have not been applied to purchase similar assets (other than current assets). As used herein, “net proceeds” in respect of any above transaction means the gross amount payable in respect of such transaction less any Taxes, sales commissions and other reasonable expenses incurred in connection with the transaction, usual and reasonable adjustments in connection with the transaction and any other amount specifically approved in writing by the Required Lenders acting reasonably. (e) Each Repayment under paragraphs (c) and (d) above shall be delivered applied against the Borrower’s obligation to make the registered Holder remaining scheduled Repayments under the Non-Revolving Facilities (in each case, in reverse chronological order) on a pro rata basis as between the Non-Revolving Facilities, until the Outstanding Principal Amount under all Non-Revolving Facilities has been repaid in full; and thereafter such Repayment shall be applied against the Outstanding Principal Amount under Facility A, but for greater certainty such Repayment shall not reduce the Facility A Maximum Amount and the Borrower shall thereafter be entitled to receive further Advances under Facility A upon the cancellation hereof. If this Note is an Amortizing Note as shown on the face hereof or in the pricing supplement attached hereto or delivered herewith, a portion or satisfaction of all of the principal amount of this Note is payable prior to the Stated Maturity Date in accordance with a schedule or by application of a formulaapplicable conditions precedent.

Repayment. Unless one or more Repayment Dates is specified above, this Note shall not be repayable at the option of the Holder on any date prior to the Stated Maturity specified above. If one or more Repayment Dates (or ranges of Repayment Datesi) are so specified, this Note is subject to repayment on any such date (or during any such range) at the option of the Holder at a price equal to 100% of the principal amount hereof or, if this Note is a Discounted Note (as specified on the face hereof), the applicable Repayment Price specified on the face hereof (expressed as a percentage of the The unpaid principal amount of this Note)the Notes, together all accrued and unpaid interest, and all other amounts owed in connection with the case of any such repayment with accrued interest to Notes shall be paid in full no later than the Repayment Maturity Date. (ii) In the event that, but interest installments whose Stated Maturity is prior to the Repayment Date shall be payable to the Holder of this Note, or one or more Predecessor Securities, of record at the close of business on the relevant Regular or Special Record Dates, all as provided in the Indenture. For this Note to be repaid at the option of the Holder, the Paying Agent must receive at least 30 days but not more than 60 days prior to the Repayment Date on which this Note is to be repaid**, (a) appropriate wire transfer instructions and a judgment is entered in the BDT Litigation or (b) either (i) this Note with the form entitled “Option to Elect Repayment” below duly completed or (ii) a telegram, telex, facsimile transmission or a letter from a member of a national securities exchangeBDT Litigation is settled, or otherwise resolved, the Financial Industry Regulatory AuthorityCompany may, Inc. at its option by written notice delivered to the Purchasers within 30 days after the receipt by the Company of any cash payable in respect of such judgment, order, settlement or a commercial bank or trust company resolution, prepay the Notes in an amount equal to the United States setting forth lesser of (x) the name amount of the Holder cash received by the Company pursuant to such judgment, order, settlement or resolution and (y) fifty percent (50%) of this Note, the original principal amount of this Note, the portion of principal amount of this Note to be repaid, the certificate number or a description of the tenor and terms of this Note, a statement that the option to elect repayment is being exercised thereby and a guarantee that this Note, Notes originally issued hereunder together with accrued and unpaid interest thereon, in each case in consideration for the duly completed form entitled “Option payment of an amount equal to Elect Repayment” on this Note$2.00 (as adjusted from time to time for stock splits, shall be received by stock dividends, subdivisions, combinations, reclassifications, recapitalizations and the Paying Agent not later than like) times the fifth Business Day after number of shares of Common Stock into which such principal and accrued and unpaid interest being prepaid are convertible as of the date of such telegramprepayment. Other than as set forth in the immediately preceding sentence, telex, facsimile transmission or letter, provided, however, the Notes may not be voluntarily prepaid. ** Indicates that such Note certain information contained herein has been omitted and form duly completed is received by filed separately with the Paying Agent by such fifth Business DaySecurities and Exchange Commission. Exercise of the repayment option by the Holder shall be irrevocable. The repayment option Confidential treatment has been requested with respect to this Note the omitted portions. (iii) If the Notes are accelerated following the occurrence of an Event of Default pursuant to Section 8 hereof, then the Company, in addition to any other amounts which may be exercised by due and owing hereunder, shall immediately pay to the Holder for less than Holders, in accordance with their pro rata shares thereof, the entire unpaid principal amount hereofof the Notes, provided that all accrued and unpaid interest, and all other amounts owed in connection with the principal amountNotes. (iv) All payments in respect of the Notes shall be paid to the Holders on a pro rata basis. Except as expressly set forth herein, all payments made on account of the Notes shall be applied first to the payment of any costs of enforcement then due hereunder, second to the payment of accrued and unpaid interest then due hereunder, and the remainder, if any, shall be applied to the unpaid principal balance of this Note that remains outstanding after such repayment must be an authorized denomination as defined hereinthe Notes. The Company shall not be required to register Company’s obligations under the transfer or exchange of any Note following the receipt of a notice to repay a Note as described above. All questions as to the validity, eligibility (including time of receipt) and acceptance of any Note for repayment Notes shall be determined by the Trusteepaid without deduction, whose determination shall be final, binding set off or recoupment and non-appealable. In the event of redemption or repayment of this Note in part only, a new Note or Securities of this series are absolute and of like tenor and for a principal amount equal to the unredeemed or unrepaid portion shall be delivered to the registered Holder upon the cancellation hereof. If this Note is an Amortizing Note as shown on the face hereof or in the pricing supplement attached hereto or delivered herewith, a portion or all of the principal amount of this Note is payable prior to the Stated Maturity Date in accordance with a schedule or by application of a formulairrevocable.

Repayment. Unless one If all or more Repayment Dates is specified above, this Note shall not be repayable at the option a portion of the Holder Reference Amount of any Reference Obligation is repaid, prepaid or otherwise reduced (including, without limitation, through any exercise by the Reference Entity of its right of set-off, reduction, or counterclaim that results in the satisfaction, on a ratable basis among Reference Holders, of the obligations of such Reference Entity to pay any date principal, interest or any other amount owing in respect of any Reference Obligation or any portion thereof, but excluding any portion of such principal constituting accreted Commercial Paper Discount) on or prior to the Stated Maturity specified above. If one Scheduled Termination Date (the amount of such repayment, prepayment or more Repayment Dates (or ranges of Repayment Dates) are so specifiedother reduction, this Note is subject to repayment on any such date (or during any such range) at a "Repayment"; the option portion of the Holder at related Reference Obligation so repaid, prepaid or otherwise reduced, a price "Repaid Obligation"; and the date of such repayment, prepayment or other reduction, the "Repayment Date"): (a) the Total Return Payment Date with respect to the Repaid Obligation will be the fifth Business Day next succeeding the Monthly Period in which the Repayment Date occurred; (b) as of the related Repayment Date, the Reference Amount of such Reference Obligation shall be decreased by an amount equal to 100% of the principal amount hereof or, if this Note is a Discounted Note (as specified on the face hereof), the applicable Repayment Price specified on the face hereof (expressed as a percentage of the principal amount of this Note), together the Repaid Obligation; and (c) the related Final Price of the Repaid Obligation shall be the amount of principal and premium (other than any premium included in the case definition of "Interest and Fee Amount" and any portion of such repayment with accrued interest principal constituting accreted Commercial Paper Discount, but including any principal representing capitalized or deferred interest) paid on the Repaid Obligation to the Reference Holder on such Repayment Date. Following any Repayment Date, but interest installments whose Stated Maturity is prior Barclays shall prepare and deliver to Counterparty a revised Trade Register Annex showing the Repayment Date revised Reference Amount for the related Reference Obligation; provided that any such change in the Reference Amount shall be payable to the Holder of this Note, effective whether or one or more Predecessor Securities, of record at the close of business on the relevant Regular or Special Record Dates, all as provided in the Indenture. For this Note to be repaid at the option of the Holder, the Paying Agent must receive at least 30 days but not more than 60 days prior to the Repayment Date on which this Note is to be repaid, (a) appropriate wire transfer instructions Barclays prepares and (b) either (i) this Note with the form entitled “Option to Elect Repayment” below duly completed or (ii) delivers a telegram, telex, facsimile transmission or a letter from a member of a national securities exchange, or the Financial Industry Regulatory Authority, Inc. or a commercial bank or trust company in the United States setting forth the name of the Holder of this Note, the principal amount of this Note, the portion of principal amount of this Note to be repaid, the certificate number or a description of the tenor and terms of this Note, a statement that the option to elect repayment is being exercised thereby and a guarantee that this Note, together with the duly completed form entitled “Option to Elect Repayment” on this Note, shall be received by the Paying Agent not later than the fifth Business Day after the date of such telegram, telex, facsimile transmission or letter, provided, however, that such Note and form duly completed is received by the Paying Agent by such fifth Business Day. Exercise of the repayment option by the Holder shall be irrevocable. The repayment option with respect to this Note may be exercised by the Holder for less than the entire principal amount hereof, provided that the principal amount, if any, of this Note that remains outstanding after such repayment must be an authorized denomination as defined herein. The Company shall not be required to register the transfer or exchange of any Note following the receipt of a notice to repay a Note as described above. All questions as to the validity, eligibility (including time of receipt) and acceptance of any Note for repayment shall be determined by the Trustee, whose determination shall be final, binding and non-appealable. In the event of redemption or repayment of this Note in part only, a new Note or Securities of this series and of like tenor and for a principal amount equal to the unredeemed or unrepaid portion shall be delivered to the registered Holder upon the cancellation hereof. If this Note is an Amortizing Note as shown on the face hereof or in the pricing supplement attached hereto or delivered herewith, a portion or all of the principal amount of this Note is payable prior to the Stated Maturity Date in accordance with a schedule or by application of a formularevised Trade Register Annex.

Repayment. Unless (a) On the last Business Day of each Fiscal Quarter, the Borrower shall make a Repayment under Facility B in an amount equal to 2.50% of the Outstanding Principal Amount under Facility B immediately following the final Advance under Facility B; and the remaining balance of the Outstanding Principal Amount under Facility B shall be due and payable on the Maturity Date. (b) No Repayments under Facility C are required prior to the Final Advance Date. On the last Business Day of the Fiscal Quarter in which the Final Advance Date occurs, and on the last Business Day of each Fiscal Quarter thereafter, the Borrower shall make a Repayment under Facility C in an amount equal to 2.50% of the Outstanding Principal Amount under Facility C immediately following the final Advance under Facility C; and the remaining balance of the Outstanding Principal Amount under Facility C shall be due and payable on the Maturity Date. (c) In addition to all other Repayments required under this Section 3.05 the Borrower shall make a Repayment in an amount equal to fifty percent (50%) of the Excess Cash Flow in each Fiscal Year in which the Senior Funded Debt to EBITDA Ratio, measured as at December 31 of such Fiscal Year is greater than 0.50:1.00, the first such Repayment to be made in respect of the Fiscal Year ending December 31, 2019. Such Repayments shall be made not later than thirty (30) days after the date of delivery to the Agent of the Borrower’s Year-end Financial Statements for the applicable Fiscal Year. (d) The following Repayments shall be required in addition to all other Repayments required under this Agreement: (i) If any Company receives net proceeds from a policy of insurance, the Borrower shall make a Repayment in an amount equal to such net proceeds within three (3) Business Days after such net proceeds are received, except to the extent that such proceeds are permitted to be retained as provided in Section 8.10. (ii) If any Company receives net proceeds from an Equity Issuance or a transaction involving the creation of Subordinated Debt (except (A) net proceeds of the BDC Participation Loan; or (B) net proceeds resulting from an Equity Issuance to or the provision of Subordinated Debt by a Shareholder, including any Equity Issuance under Section 7.01(p) herein), within five (5) days after receipt of such net proceeds the Borrower shall make a Repayment in an amount equal to such net proceeds, except to the extent (if any) otherwise consented to in writing by the Agent upon the instructions of the Required Lenders acting reasonably. If any portion of such Repayment cannot be applied against the Outstanding Principal Amount until the maturity of one or more Repayment Dates is specified aboveoutstanding Bankers’ Acceptances, this Note the Agent shall not be repayable at the option deposit such portion of the Holder on any date prior to the Stated Maturity specified above. If one or more Repayment Dates (or ranges of Repayment Dates) are so specified, this Note is subject to repayment on any such date (or during any such range) at the option of the Holder at a price equal to 100% of the principal amount hereof or, if this Note is a Discounted Note (as specified on the face hereof), the applicable Repayment Price specified on the face hereof (expressed as a percentage of the principal amount of this Note), together in the case of any such repayment with accrued interest to the Repayment Date, but interest installments whose Stated Maturity is prior to the Repayment Date shall be payable to the Holder of this Note, or one or more Predecessor Securities, of record at the close of business on the relevant Regular or Special Record Dates, all as provided an interest-bearing account in the Indenture. For this Note to be repaid at the option of the Holder, the Paying Agent must receive at least 30 days but not more than 60 days prior to the Repayment Date on which this Note is to be repaid, (a) appropriate wire transfer instructions and (b) either (i) this Note with the form entitled “Option to Elect Repayment” below duly completed or (ii) a telegram, telex, facsimile transmission or a letter from a member of a national securities exchange, or the Financial Industry Regulatory Authority, Inc. or a commercial bank or trust company in the United States setting forth the name of the Holder Borrower and apply such portion (including accrued interest thereon) against the Outstanding Principal Amount upon the maturity of this Notesuch Bankers’ Acceptances. (iii) If any Company receives net proceeds equal to or greater than one million Canadian Dollars (CDN$1,000,000) from a transaction involving the sale, the principal amount leasing or other disposition of this Note, the portion of principal amount of this Note to be repaid, the certificate number any individual asset or a description group of related assets in one or a series of related transactions (other than sales in the tenor and terms ordinary course of this Notebusiness), a statement that the option to elect repayment is being exercised thereby and a guarantee that this Note, together with the duly completed form entitled “Option to Elect Repayment” on this Note, shall be received by the Paying Agent not later than the fifth Business Day within one hundred eighty (180) days after the date receipt of such telegram, telex, facsimile transmission or letter, provided, however, that such Note and form duly completed is received by net proceeds the Paying Agent by such fifth Business Day. Exercise of the repayment option by the Holder Borrower shall be irrevocable. The repayment option with respect to this Note may be exercised by the Holder for less than the entire principal amount hereof, provided that the principal amount, if any, of this Note that remains outstanding after such repayment must be make a Repayment in an authorized denomination as defined herein. The Company shall not be required to register the transfer or exchange of any Note following the receipt of a notice to repay a Note as described above. All questions as to the validity, eligibility (including time of receipt) and acceptance of any Note for repayment shall be determined by the Trustee, whose determination shall be final, binding and non-appealable. In the event of redemption or repayment of this Note in part only, a new Note or Securities of this series and of like tenor and for a principal amount equal to the unredeemed or unrepaid portion of such net proceeds which have not been applied to purchase similar assets (other than current assets). As used herein, “net proceeds” in respect of any above transaction means the gross amount payable in respect of such transaction less any Taxes, sales commissions and other reasonable expenses incurred in connection with the transaction, usual and reasonable adjustments in connection with the transaction and any other amount specifically approved in writing by the Required Lenders acting reasonably. (e) Each Repayment under paragraphs (c) and (d) above shall be delivered applied against the Borrower’s obligation to make the registered Holder remaining scheduled Repayments under the Non-Revolving Facilities (in each case, in reverse chronological order) on a pro rata basis as between the Non-Revolving Facilities, until the Outstanding Principal Amount under all Non-Revolving Facilities has been repaid in full; and thereafter such Repayment shall be applied against the Outstanding Principal Amount under Facility A, but for greater certainty such Repayment shall not reduce the Facility A Maximum Amount and the Borrower shall thereafter be entitled to receive further Advances under Facility A upon the cancellation hereof. If this Note is an Amortizing Note as shown on the face hereof or in the pricing supplement attached hereto or delivered herewith, a portion or satisfaction of all of the principal amount of this Note is payable prior to the Stated Maturity Date in accordance with a schedule or by application of a formula.applicable conditions precedent..

Repayment. Unless one or more Repayment Dates is specified above(i) With respect to each Tranche A Term Loan, this Note (A) Borrower shall not be repayable at make quarterly payments of principal of such Tranche A Term Loan on each Payment Date until the option Term Loan Maturity Date, in an amount equal to two and on- half percent (2.50%) of the Holder on any date prior to the Stated Maturity specified above. If one or more Repayment Dates (or ranges of Repayment Dates) are so specified, this Note is subject to repayment on any such date (or during any such range) at the option of the Holder at a price equal to 100% of the principal amount hereof or, if this Note is a Discounted Note (as specified on the face hereof), the applicable Repayment Price specified on the face hereof (expressed as a percentage of the aggregate principal amount of this Note)such Tranche A Term Loan as of the Effective Date, together commencing on the Payment Date occurring on December 31, 2024, and (B) thereafter, Borrower shall make a principal payment of such Tranche A Term Loan in the case of any such repayment with accrued interest an amount equal to the Repayment Date, but interest installments whose Stated Maturity is prior to the Repayment Date shall be payable to the Holder of this Note, or one or more Predecessor Securities, of record at the close of business remaining unpaid principal balance thereof on the relevant Regular or Special Record Dates, all as provided in the Indenture. For this Note to be repaid at the option of the Holder, the Paying Agent must receive at least 30 days but not more than 60 days prior to the Repayment Date on which this Note is to be repaid, (a) appropriate wire transfer instructions and (b) either (i) this Note with the form entitled “Option to Elect Repayment” below duly completed or (ii) a telegram, telex, facsimile transmission or a letter from a member of a national securities exchange, or the Financial Industry Regulatory Authority, Inc. or a commercial bank or trust company in the United States setting forth the name of the Holder of this Note, the principal amount of this Note, the portion of principal amount of this Note to be repaid, the certificate number or a description of the tenor and terms of this Note, a statement that the option to elect repayment is being exercised thereby and a guarantee that this Note, together with the duly completed form entitled “Option to Elect Repayment” on this Note, shall be received by the Paying Agent not later than the fifth Business Day after the date of such telegram, telex, facsimile transmission or letter, Term Loan Maturity Date; provided, however, that if any such Note and form duly completed date is received by the Paying Agent by such fifth not a Business Day. Exercise , the applicable principal shall be due and payable on the Business Day immediately preceding such date. (ii) With respect to each Tranche B Term Loan, (A) Borrower shall make quarterly payments of principal of such Tranche B Term Loan commencing on the Payment Date occurring on December 31, 2024 and continuing on each subsequent Payment Date until the Term Loan Maturity Date, in an amount equal to two and on-half percent (2.50%) of the repayment option by the Holder shall be irrevocable. The repayment option with respect to this Note may be exercised by the Holder for less than the entire aggregate original principal amount hereofof such Tranche B Term Loan, provided that the principal amountand (B) thereafter, if any, of this Note that remains outstanding after such repayment must be an authorized denomination as defined herein. The Company Borrower shall not be required to register the transfer or exchange of any Note following the receipt of a notice to repay a Note as described above. All questions as to the validity, eligibility (including time of receipt) and acceptance of any Note for repayment shall be determined by the Trustee, whose determination shall be final, binding and non-appealable. In the event of redemption or repayment of this Note in part only, a new Note or Securities of this series and of like tenor and for make a principal payment of such Tranche B Term Loan in an amount equal to the unredeemed or unrepaid portion remaining unpaid principal balance thereof on the Term Loan Maturity Date; provided, however, that if any such date is not a Business Day, the applicable principal shall be delivered to the registered Holder upon the cancellation hereof. If this Note is an Amortizing Note as shown due and payable on the face hereof or Business Day immediately preceding such date. (iii) The Term Loans, including all unpaid principal thereunder (and, for the avoidance of doubt, all accrued and unpaid interest, all due and unpaid Lender Expenses and any and all other outstanding amounts payable under the Loan Documents), are due and payable in full on the pricing supplement attached hereto or delivered herewithTerm Loan Maturity Date; provided, however, that if such date is not a portion or Business Day, the applicable principal (and any and all of other outstanding amounts payable under the principal amount of this Note is Loan Documents) shall be due and payable prior to on the Stated Maturity Date Business Day immediately preceding such date. The Term Loans may be prepaid only in accordance with a schedule or by application of a formulaSection 2.2(c), except as provided in Section 8.1.

Repayment. Unless one A. The Borrower will repay the Loan as stipulated in the Schedule attached hereto, subject to any other changes in such Repayment as communicated later in writing by the Lender to the Borrower. However, in the event of delay or more Repayment Dates is specified aboveadvancement, this Note shall not be repayable at for any reason whatsoever, in the option disbursement of the Holder on any date prior Loan, the Due Date of payment of first EMI shall in such case be the corresponding day of the following months to the Stated Maturity specified above. If one or more day currently stated in the Schedule attached hereto. B. The Borrower shall pay to the Lender PEMII every month, until commencement of EMI. C. The Borrower agrees that the Repayment Dates (or ranges of Repayment Dates) are so specified, this Note is subject to repayment on any such date (or during any such range) at the option of the Holder at a price equal to 100% of the principal amount hereof or, if this Note is a Discounted Note (as specified on the face hereof), the applicable Repayment Price specified on the face hereof (expressed as a percentage of the principal amount of this Note)Loan, together in with Interest, Additional Interest and all such other sums due and payable by the case of any such repayment with accrued interest Borrower to the Repayment Date, but interest installments whose Stated Maturity is prior Lender in relation to the Repayment Date Loan shall be payable at the place where the branch of the Lender is situated or such other place notified by the Lender to the Holder Borrower by way of this NotePost Dated Cheques and /or SI and/or ECS and/or ACH mandates, or one or more Predecessor Securities, of record at details whereof are mentioned in the close of business Schedule attached hereto. The Borrower agrees that the amount shall be remitted to the Lender on the relevant Regular or Special Record Dates, all as provided in the Indenture. For this Note to be repaid at the option of the Holder, the Paying Agent must receive at least 30 days but not more than 60 days prior to the Repayment Date on which this Note is to be repaid, (a) appropriate wire transfer instructions and (b) either (i) this Note with the form entitled “Option to Elect Repayment” below duly completed or (ii) a telegram, telex, facsimile transmission or a letter from a member of a national securities exchange, or the Financial Industry Regulatory Authority, Inc. or a commercial bank or trust company in the United States setting forth the name of the Holder of this Note, the principal amount of this Note, the portion of principal amount of this Note to be repaid, the certificate number or a description of the tenor and terms of this Note, a statement that the option to elect repayment is being exercised thereby and a guarantee that this Note, together with the duly completed form entitled “Option to Elect Repayment” on this Note, shall be received by the Paying Agent not later than the fifth Business Day after the date of such telegram, telex, facsimile transmission or letter, provided, however, that such Note and form duly completed is received by the Paying Agent by such fifth Business Day. Exercise of the repayment option by the Holder shall be irrevocable. The repayment option with respect to this Note may be exercised by the Holder for less than the entire principal amount hereof, provided that the principal amount, if any, of this Note that remains outstanding after such repayment must be an authorized denomination as defined herein. The Company shall not be required to register the transfer or exchange of any Note following the receipt of a notice to repay a Note as described above. All questions as to the validity, eligibility (including time of receipt) and acceptance of any Note for repayment shall be determined by the Trustee, whose determination shall be final, binding and non-appealableDue Date. In the event of redemption or repayment any dishonour of this Note Post Dated Cheques/SI/ECS instruction/ACH mandates, the Borrower agrees to pay a dishonour charge as mentioned in part onlythe Schedule attached hereto, a new Note or Securities in addition to any Additional Interest that may be levied by the Lender. The Borrower hereby further confirms that it is aware of this series the fact that any dishonour of any Post Dated Cheques and/or ECS and/or SI and/or ACH mandates, so issued by the Borrower for payment of Loan together with Interest, Additional Interest and of like tenor all such other sums due and for a principal amount equal payable by the Borrower to the unredeemed Lender in relation to the Loan, to the Lender would constitute an offence under Section 138 of the Negotiable Instruments Act, 1881 and the Lender may initiate such legal action against the Borrower as it may deem fit. i) The date of payment of EMIs or unrepaid portion PEMII ii) The amount of Interest, principal or EMIs or PEMII or iii) The numbers thereof, the Borrower agrees and undertakes to forthwith issue fresh Post Dated Cheques/ECS/SI/ACH mandates instructions to the Lender as may be required by the Lender. D. Notwithstanding what is stated in this Agreement above and in the Schedule attached hereto, the Lender shall have the right at any time or from time to time to review and reschedule the Repayment terms of the Loan or of the Borrower's Dues thereof in such manner and to such extent as the Lender may in its sole discretion decide. In such event/s the Borrower shall repay the Loan or the Borrower's Dues thereof as per the revised Schedule as may be determined by the Lender in its sole discretion and communicated to the Borrower by the Lender in writing. E. In case if any amount is prepaid by the Borrower, the same shall be delivered to adjusted first towards the registered Holder upon the cancellation hereof. If this Note is an Amortizing Note as shown on the face hereof or in the pricing supplement attached hereto or delivered herewithincidental charges, a portion or all of Additional Interest, PEMII, accrued Interest, prepayment charges and balance towards the principal amount of the Loan. F. The Lender shall have the right to require the Borrower to furnish such information/documents concerning the Borrower's employment, trade, business or profession at any time and the Borrower shall furnish such information/documents immediately. G. The Borrower agrees that all amounts payable under this Note is payable prior Agreement shall be paid in INR. H. If in the opinion of the Lender any action or activity (including but without limitation the activities as set out in Article 5.3(k) proposed to be undertaken by the Borrower will be prejudicial to the Stated Maturity Date rights of the Lender under the Transaction Documents, the Lender reserves the right to prohibit the Borrower to undertake such action or activity, and any failure of the Borrower to adhere to such prohibition would result in accordance with a schedule or by application an Event of a formulaDefault under this Agreement.

Repayment. Unless one With respect to each Class, in any fiscal year in which the following conditions are met, the Investment Manager and the Co-Manager shall be entitled to reimbursement by the Fund, on behalf of such Class, in whole or more Repayment Dates is specified abovein part as provided below, this Note shall not be repayable of the applicable Class Reimbursement Amount: (a) the Fund's total assets at the option beginning of such fiscal year are greater than $20 million; (b) the Management Agreement is in effect; (c) prior to any quarter in which repayments are to be made, the Investment Manager has exercised its right pursuant to Section 1.5 hereof to terminate all fee waivers and expense reimbursement payments under this Agreement; (d) aggregate Class Operating Expenses for the fiscal year are less than 2.50% of average daily net assets attributable to such Class; (e) the Investment Manager determines in its sole discretion to seek the approval of the Holder Corporation's Board of Directors to commence repayment of prior fee waivers and expense reimbursement payments; and (f) the Corporation's Board of Directors has reviewed such repayments on any date prior to the Stated Maturity specified above. If one or more Repayment Dates (or ranges of Repayment Dates) are so specified, this Note is subject to repayment on any such date (or during any such range) at the option of the Holder at a price equal to 100% of the principal amount hereof or, if this Note is a Discounted Note (as specified on the face hereof), the applicable Repayment Price specified on the face hereof (expressed as a percentage of the principal amount of this Note), together in the case of any such repayment with accrued interest to the Repayment Date, but interest installments whose Stated Maturity is prior to the Repayment Date shall be payable to the Holder of this Note, or one or more Predecessor Securities, of record at the close of business on the relevant Regular or Special Record Dates, all quarterly basis as provided in Section 2.2 below. The total amount of reimbursement to which the Indenture. For this Note Investment Manager and the Co-Manager may be entitled with respect to a Class (the "Class Reimbursement Amount") shall be repaid determined separately for each Manager and shall equal, at the option of the Holder, the Paying Agent must receive at least 30 days but not more than 60 days prior to the Repayment Date on which this Note is to be repaidany time, (a) appropriate wire transfer instructions and all investment management fees previously waived or reduced by such Manager with respect to such Class, plus (b) either all net expense reimbursement payments previously paid by such Manager with respect to such Class, attributable to any preceding year, minus (ic) this Note all payments previously received by such Manager with the form entitled “Option respect to Elect Repayment” below duly completed such Class pursuant to Sections 1.3.2, 1.4, and 2.3 hereof. The Class A Reimbursement Amount for each Manager shall include all net investment management fees waived or (ii) a telegram, telex, facsimile transmission reduced and all net expense reimbursement payments made by such Manager to or a letter from a member of a national securities exchange, or the Financial Industry Regulatory Authority, Inc. or a commercial bank or trust company in the United States setting forth the name on behalf of the Holder of this Note, the principal amount of this Note, the portion of principal amount of this Note to be repaid, the certificate number or a description Fund from its inception through implementation date of the tenor and terms of this Note, a statement that the option to elect repayment is being exercised thereby and a guarantee that this Note, together with the duly completed form entitled “Option to Elect Repayment” on this Note, Multi-Class Plan. The Class Reimbursement Amounts shall be received by the Paying Agent not later than the fifth Business Day after the date of such telegram, telex, facsimile transmission or letter, providednot, however, that include any additional charges or fees whatsoever, including, e.g., interest accruable on such Note and form duly completed is received Class Reimbursement Amount. The period during which a Class Reimbursement Amount may be paid by the Paying Agent by such fifth Business Day. Exercise of Fund to a Manager shall not exceed five years from the repayment option by date on which the Holder shall be irrevocable. The repayment option with respect to this Note may be exercised by the Holder for less than the entire principal amount hereof, provided that the principal amountfirst payment, if any, of this Note that remains outstanding after such repayment must be an authorized denomination as defined herein. The Company shall not be required Class Reimbursement Amount is made to register the transfer or exchange of any Note following the receipt of a notice to repay a Note as described above. All questions as to the validity, eligibility (including time of receipt) and acceptance of any Note for repayment shall be determined such Manager by the Trustee, whose determination shall be final, binding and non-appealable. In the event of redemption or repayment of this Note in part only, a new Note or Securities of this series and of like tenor and for a principal amount equal to the unredeemed or unrepaid portion shall be delivered to the registered Holder upon the cancellation hereof. If this Note is an Amortizing Note as shown on the face hereof or in the pricing supplement attached hereto or delivered herewith, a portion or all of the principal amount of this Note is payable prior to the Stated Maturity Date in accordance with a schedule or by application of a formulaFund.

Repayment. Unless one (a) PAYMENT OF MONTHLY AMOUNT IN CASH OR COMMON STOCK. If the Monthly Amount (or more a portion thereof of such Monthly Amount if such portion of the Monthly Amount would have been converted into shares of Common Stock but for Section 2.2) is required to be paid in cash, then the Borrower shall pay the Holder an amount equal to 102% of the Monthly Amount due and owing to THE Holder on the Repayment Dates is specified above, Date in cash. If the Monthly Amount (or a portion of such Monthly Amount if not all of the Monthly Amount may be converted into shares of Common Stock pursuant to this Note shall not Section) may be repayable at paid in shares of Common Stock pursuant to this Section the option number of such shares to be issued by the Borrower to the Holder on any date prior such Repayment Date (in respect of such portion of the Monthly Amount converted into shares of Common Stock), shall be the number determined by dividing (x) the Monthly Amount to be converted into shares of Common Stock, by (y) an amount equal to a 20% discount to the Stated Maturity specified abovevolume weighted average price (the "VWAP") of the Company's common stock for the ten trading days immediately preceding (but not including) the applicable Repayment Date. If one or more The Borrower may not elect to pay a Monthly Amount due on a Repayment Dates Date in Common Stock in amount of shares of Common Stock which would exceed in the aggregate for all Holders of Notes similar to this Note, fifteen percent (or ranges 15%) of the aggregate daily trading volume for the seven trading days preceding the Repayment DatesDate multiplied by the average volume weighted average price of the Common stock as reported by Bloomberg, L.P. for the Principal Market using the AQR function ("VWAP") are so specified, this for the seven trading days preceding the "Repayment Date." The right to repay the Note in shares of common stock on each Repayment Date is subject to repayment on any such date (or during any such range) at the option of the Holder at a price equal to 100% of the principal amount hereof or, if this Note is a Discounted Note (as specified on the face hereof), the applicable Repayment Price specified on the face hereof (expressed as a percentage of the principal amount of this Note), together in the case of any such repayment with accrued interest to the Repayment Date, but interest installments whose Stated Maturity is prior to the Repayment Date shall be payable to the Holder of this Note, or one or more Predecessor Securities, of record at the close of business on the relevant Regular or Special Record Dates, all as provided in the Indenture. For this Note to be repaid at the option of the Holder, the Paying Agent must receive at least 30 days but not more than 60 days prior to the Repayment Date on which this Note is to be repaid, (a) appropriate wire transfer instructions and (b) either (i) this Note with the form entitled “Option to Elect Repayment” below duly completed or (ii) a telegram, telex, facsimile transmission or a letter from a member of a national securities exchange, or the Financial Industry Regulatory Authority, Inc. or a commercial bank or trust company in the United States setting forth the name of the Holder of this Note, the principal amount of this Note, the portion of principal amount of this Note to be repaid, the certificate number or a description of the tenor and terms of this Note, a statement condition that the option to elect repayment is being exercised thereby registration statement registering such shares must be effective and a guarantee that this Note, together with the duly completed form entitled “Option to Elect Repayment” on this Note, shall be received by the Paying Agent not later than the fifth Business Day after the date of such telegram, telex, facsimile transmission or letter, provided, however, that such Note and form duly completed is received by the Paying Agent by such fifth Business Day. Exercise of the repayment option available for use by the Holder shall be irrevocable. The repayment option with respect to this Note may be exercised by on each Repayment Date and the Borrower must give the Holder ten (10) days notice of its intent to utilize shares for less than the entire principal amount hereof, provided that the principal amount, if any, of this Note that remains outstanding after such repayment must be an authorized denomination as defined herein. The Company shall not be required to register the transfer or exchange of any Note following the receipt of a notice to repay a Note as described above. All questions as to the validity, eligibility (including time of receipt) and acceptance of any Note for repayment shall be determined by the Trustee, whose determination shall be final, binding and non-appealable. In the event of redemption or repayment of this Note in part only, a new Note or Securities of this series and of like tenor and for a principal amount equal to the unredeemed or unrepaid portion shall be delivered to the registered Holder upon the cancellation hereof. If this Note is an Amortizing Note as shown on the face hereof or in the pricing supplement attached hereto or delivered herewith, a portion or all of the principal amount of this Note is payable prior to the Stated Maturity Date in accordance with a schedule or by application of a formularepayment.

Repayment. Unless one or more Repayment Dates is specified above, this Note shall not be repayable at the option of the Holder on any date prior to the Stated Maturity specified above. If one or more Repayment Dates (or ranges of Repayment Dates) are so specified, this Note is subject to repayment on any such date (or during any such range) at the option of the Holder at a price equal to 100% of the principal amount hereof or, if this Note is a Discounted Note (as specified on the face hereof), the applicable Repayment Price specified on the face hereof (expressed as a percentage of the principal amount of this Note), together in the case of any such repayment with accrued interest to the Repayment Date, but interest installments whose Stated Maturity is prior to the Repayment Date shall be payable to the Holder of this Note, or one or more Predecessor Securities, of record at the close of business on the relevant Regular or Special Record Dates, all as provided in the Indenture. For this Note to be repaid at the option of the Holder, the Paying Agent must receive at least 30 days but not more than 60 days prior to the Repayment Date on which this Note is to be repaid, (a) appropriate wire transfer instructions and (b) either (i) this Note with the form entitled “Option to Elect Repayment” below duly completed or (ii) a telegram, telex, facsimile transmission or a letter from a member of a national securities exchange, or the Financial Industry Regulatory Authority, Inc. or a commercial bank or trust company in the United States setting forth the name The aggregate outstanding principal of the Holder of this Note, the principal amount of this Note, the portion of principal amount of this Note to Loans shall be repaid, the certificate number or a description of the tenor and terms of this Note, a statement that the option to elect repayment is being exercised thereby and a guarantee that this Noterepaid in full, together with any accrued interest as of the duly completed form entitled “Option to Elect Repayment” on this Notedate of repayment, shall be received by the Paying Agent not later than the fifth Business Day after Maturity Date. Except as permitted by Section 2.03(b), such principal and interest shall be repaid in cash. Repaid Loans may not be reborrowed. (b) If and only if the date of such telegram, telex, facsimile transmission Common Stock shall have been listed or letter, provided, however, that such Note and form duly completed is received by admitted to trading on a national securities exchange or quoted on the Paying Agent by such fifth Business Day. Exercise Nasdaq National Market on each of the repayment option 180 calendar days preceding and including the Maturity Date, then on, but not following, the Maturity Date, the Borrower may, at its option, repay all or a portion of the aggregate principal of the Loans, together with any accrued interest as of the Maturity Date, by the Holder shall be irrevocable. The repayment option with respect to this Note may be exercised by the Holder for less than the entire principal amount hereof, provided that the principal amount, if any, of this Note that remains outstanding after such repayment must be an authorized denomination as defined herein. The Company shall not be required to register the transfer or exchange of any Note following the receipt of a notice to repay a Note as described above. All questions as delivering to the validityoffice of the Lender theretofore designated in writing to the Borrower not later than 12:00 Noon, eligibility New York time, on the Maturity Date, (including time i) an unlegended certificate for the number of receiptshares of Common Stock (the "Repayment Shares") and acceptance of any Note for repayment shall be determined by the Trustee, whose determination shall be final, binding and non-appealable. In the event of redemption or repayment of this Note in part only, a new Note or Securities of this series and of like tenor and for a principal amount equal to the unredeemed or unrepaid product, rounded up to the nearest whole number, of (A) the portion of the aggregate principal of the Loans to be repaid pursuant to this Section 2.03(b), together with any accrued interest thereon as of the Maturity Date (the "Share Repayment Amount"), divided by (B) the Average Price; (ii) an opinion of counsel for the Borrower (which counsel shall be delivered satisfactory to the registered Holder upon the cancellation hereof. If this Note is an Amortizing Note as shown on the face hereof or Lender) in the pricing supplement attached hereto or delivered herewith, a portion or all form of Exhibit C; (iii) evidence satisfactory to the Lender of the previous expiration or termination of any waiting period (and any extension thereof) applicable to the acquisition by the Lender of the Repayment Shares under the Hart-Scott-Rodino Antitrust Improvements Act of 197▇, ▇▇ ▇▇▇▇▇▇▇, and the previous receipt of all governmental and contractual permits, consents and approvals necessary in connection with such acquisition; (iv) evidence satisfactory to the Lender of Borrower's compliance with Section 2.03(c); and (v) a certified or official bank check in same day funds equal to the difference of (A) the aggregate principal amount of this Note is payable prior the Loans, together with any accrued interest as of the Maturity Date, minus (B) the Share Repayment Amount. (c) The Borrower shall pay all transfer, stamp and other similar taxes that may be imposed in respect of the issuance or delivery of the Repayment Shares pursuant to Section 2.03(b) and any and all filing fees incurred by the Stated Maturity Date in accordance with a schedule or by application of a formulaLender pursuant to Section 2.03(b)(iv).

Repayment. Unless one or more 3.1 In accordance with and subject to the provisions of this Section 3 below, Borrower shall repay the entire Loan, with all accrued Interest, in a single, cash payment to Lender, no later than the 4 month anniversary of the Loan Date (the “Repayment Dates Date”). 3.2 Notwithstanding the foregoing, it is specified hereby agreed that if the Rights Offering is subscribed for in full (including any over-subscription by subscribing shareholders), yielding gross proceeds of $800,000 for Borrower, then if, after exercise of Lender’s rights in the Rights Offering and conversion of loans into shares in that context, there shall still remain an outstanding balance of Loan and accrued Interest under this Agreement and under the Loan Agreement between Borrower and Lender, dated May 12, 2009 (for the loan of $200,000), then Borrower undertakes to repay all of said outstanding balance by means of cash payment to Lender, and not by issue of shares, said payment to be made within 5 business days of Borrower receiving the gross proceeds from the Rights Offering. 3.3 Except in the circumstances set forth in Section 3.2 above, this Note shall not be repayable and notwithstanding Lender’s declaration that, as at the option date hereof, he would prefer for the Loan to be repaid in cash, Lender nevertheless agrees that Borrower may elect to effect repayment of any part, or all, of the Holder on any date prior Loan and/or accrued Interest, to the Stated Maturity specified above. If one or more Repayment Dates (or ranges of Repayment Dates) are so specifiedLender, this Note is subject to repayment on any such date (or during any such range) at the option of the Holder at a price equal to 100% of the principal amount hereof or, if this Note is a Discounted Note (as specified on the face hereof), the applicable Repayment Price specified on the face hereof (expressed as a percentage of the principal amount of this Note), together in the case of any such repayment with accrued interest to no later than the Repayment Date, but interest installments whose Stated Maturity by means of the issue to Lender of shares of Borrower’s common stock. The purchase price of each share so issued shall be deemed to be the same price per share as in the Rights Offering (the “Price Per Share”), such that the outstanding balance of the Loan plus accrued Interest shall be reduced, at the time of issue of such shares, by the quantity of shares so issued multiplied by the Price Per Share. If, for example, the Price Per Share is prior to $0.04 and if the Repayment Date shall falls exactly on the 4 month anniversary of the Loan Date, and the outstanding balance of the Loan plus the accrued Interest is $102,000, then the issue, on that date, of 2,550,000 shares of Borrower’s common stock, to Lender’s order, as set forth herein, would constitute full repayment of the Loan and all accrued Interest. For any sums that may be payable by Lender in the Rights Offering, in respect of shares which Lender may subscribe for in such Rights Offering, up to the Holder of total amount then owed by Borrower to Lender under this NoteAgreement, Lender, or one Borrower, may elect, by written notice to the other, that such sums be offset against the outstanding balance of the Loan and accrued Interest then owed to Lender. 3.4 If Borrower elects to repay any part of the Loan and/or accrued Interest by means of the issue of shares as set forth in Section 3.3 above, then the shares must be duly issued in Lender’s name, or more Predecessor Securitiesto his order, of record at the close of business on the relevant Regular and registered in Lender’s name, or Special Record Datesto his order, in Borrower’s share register, and duly executed share certificates must be delivered to Lender, or to his order, all as provided in the Indenture. For this Note to be repaid at the option of the Holder, the Paying Agent must receive at least 30 days but not more no later than 60 days prior to the Repayment Date on which this Note is Date. 3.5 For avoidance of any doubt, Borrower undertakes to be repaidfully repay the Loan and all accrued Interest, (a) appropriate wire transfer instructions and (b) no later than the Repayment Date, either (i) this Note with the form entitled “Option to Elect Repayment” below duly completed or (ii) a telegram, telex, facsimile transmission or a letter from a member by means of a national securities exchangecash payment as set forth in Sections 3.1 and 3.2 above, or by means of a share issue, as set forth in Sections 3.3 and 3.4 above, or by means of a combination of such cash payment and such share issue as set forth herein. 3.6 Without derogating from any statutory remedies and/or other remedies available under the Financial Industry Regulatory Authority, Inc. or a commercial bank or trust company in the United States setting forth the name of the Holder of this Note, the principal amount of this Note, the portion of principal amount of this Note to be repaid, the certificate number or a description of the tenor and terms of this NoteAgreement, a statement that if Borrower is in default under this Agreement and does not fully repay the option to elect repayment is being exercised thereby Loan and a guarantee that this Noteaccrued Interest in the manner set forth above, together with the duly completed form entitled “Option to Elect Repayment” on this Note, shall be received by the Paying Agent not no later than the fifth Business Day after the date Repayment Date, then Lender shall be entitled to elect, by means of such telegramwritten notice to Borrower, telex, facsimile transmission or letter, provided, however, that such Note and form duly completed is received by the Paying Agent by such fifth Business Day. Exercise whether repayment of the repayment option by outstanding balance of the Holder shall be irrevocable. The repayment option with respect to this Note may be exercised by the Holder for less than the entire principal amount hereof, provided that the principal amount, if any, of this Note that remains outstanding after such repayment Loan and accrued Interest must be an authorized denomination as defined herein. The Company shall not be required to register the transfer or exchange made by means of any Note following the receipt of a notice to repay a Note as described above. All questions as to the validitycash payment, eligibility (including time of receipt) and acceptance of any Note for repayment shall be determined by the Trustee, whose determination shall be final, binding and non-appealable. In the event of redemption or repayment of this Note in part only, a new Note or Securities of this series and of like tenor and for a principal amount equal to the unredeemed or unrepaid portion shall be delivered to the registered Holder upon the cancellation hereof. If this Note is an Amortizing Note as shown on the face hereof or in the pricing supplement attached hereto or delivered herewith, a portion or all of the principal amount of this Note is payable prior to the Stated Maturity Date in accordance with a schedule or by application means of share issue under the principles outlined above, or by a formulacombination of these methods, and Borrower undertakes to comply with such election by Lender.

Repayment. Unless one (a) Subject to Section 2(d), on the Repayment Date or more the Extended Repayment Dates is specified Date, as applicable (if before the termination of this Safe), the Company shall repay in cash to the Investor the Initial Purchase Amount less the aggregate amount converted by the Investor pursuant to Section 3 from time to time (“Remaining Amount”) plus interest on the Remaining Amount outstanding on the date of payment at a rate of [***] per annum, compounded annually and computed on the basis of a year of three hundred sixty-five (365) or three hundred sixty-six (366) days, as the case may be, and the actual days elapsed since the date first set forth above; provided that for each $50,000,000 of aggregate Equity Funding required for Qualifying Projects, this Note shall not be repayable at as determined in accordance with the option Framework Agreement, $5,000,000 of the Holder on any date Remaining Amount shall convert to a Non-Repayable Amount; provided further that the Equity Funding for each such Project shall accrue as of (i) for Approved Projects, the closing of the Acquisition of each such Approved Project, and (ii) for Eligible Projects with respect to which the Investor has or is deemed to have delivered Rejection Notices to Developer, the delivery or deemed delivery by the Investor of a Rejection Notice to Developer with respect to each such Eligible Project. (b) If, prior to the Stated Maturity specified above. If one Repayment Date or more the Extended Repayment Dates (Date, as applicable, the Investor has delivered an Approval Notice or ranges a Non-Conforming Project Approval Notice to Developer with respect to a Project, but the Acquisition of such Project has not been consummated, then the Equity Funding associated with such Project shall be treated as Equity Funding for purposes of determining the Non-Repayable Amount pursuant to Section 2(a); provided, that if such Acquisition is terminated after the Repayment Dates) are so specifiedDate or the Extended Repayment Date, this Note is subject as applicable, the amount of any prior increase to repayment on any such date (or during any such range) at the option Non-Repayable Amount as of the Holder at a price equal Repayment Date or Extended Repayment Date, as applicable, due to 100% the application of the principal amount hereof or, if this Note is a Discounted Note (as specified on foregoing clause shall be due and payable in cash by the face hereof), Company to the applicable Repayment Price specified on the face hereof (expressed as a percentage of the principal amount of this Note)Investor, together in the case of any such repayment with accrued interest in accordance with Section 2(a), within [***] following the termination of such Acquisition; provided further, that such prior increase to the Non-Repayable Amount shall not convert pursuant to Section 3 unless and until such Acquisition is consummated. (c) For illustrative purposes only and subject to the timing considerations set forth in Section 2(a) and Section 2(b), if the Equity Funding required for a Qualifying Project is $105,000,000, then $10,000,000 of the Remaining Amount shall cease to be repayable and be considered part of the Non-Repayable Amount; provided that the remaining $5,000,000 of the Equity Funding required for such Qualifying Project will be counted towards the next $50,000,000 of aggregate Equity Funding required for Qualifying Projects. Accrued interest on the $10,000,000 will be payable on the Repayment Date or the Extended Repayment Date, as applicable. (d) If no Equity Financing or Liquidity Event has occurred prior to the Repayment Date, but then the Company shall repay the Initial Purchase Amount, plus interest installments whose Stated Maturity is thereon at a rate of [***] per annum, compounded annually and computed on the basis of a year of three hundred sixty-five (365) or three hundred sixty-six (366) days, as the case may be, and the actual days elapsed since the date first set forth above (not duplicative of repayment made under Section 2(a)), in cash to the Investor on the Repayment Date; provided that the Investor shall have the option to extend the Repayment Date to the 10th ​ ​ anniversary of the date hereof (the “Extended Repayment Date”), by providing the Company an irrevocable notice of extension at least one calendar day prior to the Repayment Date shall be payable to the Holder of this Note, or one or more Predecessor Securities, of record at the close of business on the relevant Regular or Special Record Dates, all as provided in the Indenture. For this Note to be repaid at the option of the Holder, the Paying Agent must receive at least 30 days but not more than 60 days prior to the Repayment Date on which this Note is to be repaid, (a) appropriate wire transfer instructions and (b) either (i) this Note with the form entitled “Option to Elect Repayment” below duly completed or (ii) a telegram, telex, facsimile transmission or a letter from a member of a national securities exchange, or the Financial Industry Regulatory Authority, Inc. or a commercial bank or trust company in the United States setting forth the name of the Holder of this Note, the principal amount of this Note, the portion of principal amount of this Note to be repaid, the certificate number or a description of the tenor and terms of this Note, a statement that the option to elect repayment is being exercised thereby and a guarantee that this Note, together with the duly completed form entitled “Option to Elect Repayment” on this Note, shall be received by the Paying Agent not later than the fifth Business Day after the date of such telegram, telex, facsimile transmission or letter, provided, however, that such Note and form duly completed is received by the Paying Agent by such fifth Business Day. Exercise of the repayment option by the Holder shall be irrevocable. The repayment option with respect to this Note may be exercised by the Holder for less than the entire principal amount hereof, provided that the principal amount, if any, of this Note that remains outstanding after such repayment must be an authorized denomination as defined herein. The Company shall not be required to register the transfer or exchange of any Note following the receipt of a notice to repay a Note as described above. All questions as to the validity, eligibility (including time of receipt) and acceptance of any Note for repayment shall be determined by the Trustee, whose determination shall be final, binding and non-appealableDate. In the event of redemption or repayment of this Note in part only, a new Note or Securities of this series and of like tenor and for a principal amount equal the Investor exercises its option pursuant to the unredeemed foregoing sentence, the Company shall repay the Initial Purchase Amount, plus interest thereon at a rate of [***] per annum, compounded annually and computed on the basis of a year of three hundred sixty-five (365) or unrepaid portion shall be delivered three hundred sixty-six (366) days, as the case may be, and the actual days elapsed since the date first set forth above (not duplicative of repayment made under Section 2(a)), in cash to the registered Holder upon the cancellation hereof. If this Note is an Amortizing Note as shown Investor on the face hereof Extended Repayment Date if no Equity Financing or in the pricing supplement attached hereto or delivered herewith, a portion or all of the principal amount of this Note is payable Liquidity Event has occurred prior to the Stated Maturity Date Extended Repayment Date. (e) The Developer hereby fully and unconditionally guarantees, as primary obligor and not merely as surety, to the Investor, the full and punctual payment when due, whether at maturity, by acceleration, by redemption or otherwise, of the Company’s repayment obligations hereunder, including under Section 2, Section 3(b)(ii), Section 3(c)(i), Section 3(d), Section 4(j), Section 5(b) and Section 6(i). The Developer further agrees that: (i) its guarantee herein constitutes a guarantee of payment when due (and not a guarantee of collection) and agrees to pay, in accordance addition to the amounts stated in this Safe, any and all expenses (including reasonable counsel fees and expenses) incurred by the Investor in enforcing or exercising any rights under any guarantee; (ii) its obligations herein are primary, absolute, irrevocable and unconditional irrespective of the validity or enforceability of this agreement, the Framework Agreement or any other agreement or instrument referred to herein or therein, and, to the fullest extent permitted by applicable law, irrespective of any other circumstance whatsoever that might otherwise constitute a legal or equitable discharge or defense, it being the intent of the parties that Developer’s obligations hereunder shall be primary, absolute, irrevocable and unconditional under any and all circumstances; and (iii) its obligations hereunder shall be automatically reinstated if and to the extent that for any reason any payment made by or on behalf of the Company or the Developer hereunder is rescinded or must be otherwise restored for any reason whatsoever, and agrees that it will indemnify Investor on demand for all reasonable costs and expenses (including reasonable fees and expenses of counsel) incurred by Investor in connection with a schedule such rescission or by application of a formularestoration.

Repayment. Unless one 4.1 The Lender may, at any time, determine at its sole discretion to require the Borrower to repay all or more Repayment Dates is specified above, this Note shall not be repayable at the option any part of the Holder on any date prior Debts by giving a repayment notice (the “Repayment Notice”) to the Stated Maturity specified aboveBorrower thirty (30) days in advance. If one the Lender requires the Borrower to repay any amount pursuant to the previous sentence, the Lender has the right to purchase, itself or more Repayment Dates (or ranges of Repayment Dates) are so specifiedby any designated third party, this Note is subject to repayment on any such date (or during any such range) at the option certain portion of the Holder at a equity interest in ▇▇▇▇ ▇▇▇▇ Advertising held by the Borrower, the purchase price for which shall be equal to 100% that portion of the principal amount hereof or, if this Note is a Discounted Note (as specified on the face hereof), the applicable Repayment Price specified on the face hereof (expressed as a percentage of the principal amount of this Note), together in the case of any such repayment with accrued interest to the Repayment Date, but interest installments whose Stated Maturity is prior to the Repayment Date shall be payable to the Holder of this Note, or one or more Predecessor Securities, of record at the close of business on the relevant Regular or Special Record Dates, all as provided in the Indenture. For this Note to be repaid at the option of the Holder, the Paying Agent must receive at least 30 days but not more than 60 days prior to the Repayment Date on which this Note is Debts required to be repaid, (a) appropriate wire transfer instructions and (b) either (i) this Note with provided that the form entitled “Option to Elect Repayment” below duly completed or (ii) a telegram, telex, facsimile transmission or a letter from a member of a national securities exchange, or the Financial Industry Regulatory Authority, Inc. or a commercial bank or trust company in the United States setting forth the name percentage of the Holder equity interest to be purchased against the equity interest in ▇▇▇▇ ▇▇▇▇ Advertising held by the Borrower shall be equal to the percentage of the Debts required to be repaid against the entire Loan borrowed by the Borrower under this NoteAgreement. 4.2 The Borrower may, at any time, submit a repayment request (the “Repayment Request”) to the Lender thirty (30) days in advance to request the repayment of all or any part of the Debts. Under such circumstance, the principal amount Lender has the right to purchase, itself or by any designated third party, certain portion of this Notethe equity interest in ▇▇▇▇ ▇▇▇▇ Advertising held by the Borrower, the purchase price for which shall be equal to that portion of principal amount of this Note the Debts proposed to be repaid, the certificate number or a description of the tenor and terms of this Note, a statement that the option to elect repayment is being exercised thereby and a guarantee that this Note, together with the duly completed form entitled “Option to Elect Repayment” on this Note, shall be received by the Paying Agent not later than the fifth Business Day after the date of such telegram, telex, facsimile transmission or letter, provided, however, that such Note and form duly completed is received by the Paying Agent by such fifth Business Day. Exercise of the repayment option by the Holder shall be irrevocable. The repayment option with respect to this Note may be exercised by the Holder for less than the entire principal amount hereof, provided that the principal amount, if any, percentage of this Note that remains outstanding after such repayment must the equity interest to be an authorized denomination as defined herein. The Company purchased against the equity interest in ▇▇▇▇ ▇▇▇▇ Advertising held by the Borrower shall not be equal to the percentage of the Debts required to register be repaid against the transfer entire Loan borrowed by the Borrower under this Agreement. 4.3 Upon the expiration of the thirty (30) days period provided in the Repayment Notice or exchange of any Note following the receipt of a notice Repayment Request, the Borrower required or proposing to repay a Note any amount shall repay the Debts in cash, or in such other manner as described above. All questions as to the validity, eligibility (including time of receipt) and acceptance of any Note for repayment shall may be determined by the Trustee, whose determination shall be final, binding Lender’s board resolutions duly passed in accordance with its article of association and non-appealable. In the event of redemption or repayment applicable laws and regulations. 4.4 When the Borrower repays the Debts pursuant to the above provisions of this Note Article 4, the Parties shall complete the equity transfer provided in part onlyArticle 4.1 or Article 4.2 above at the same time to ensure that, a new Note at the same time when the Debts are repaid, the Lender or Securities any third party designated by the Lender has lawfully and fully accepted the relevant equity interest in ▇▇▇▇ ▇▇▇▇ Advertising pursuant to Article 4.1 or Article 4.2 above, and such equity interest is free and clear of this series and any pledge or any other form of like tenor and for a principal amount equal to the unredeemed or unrepaid portion encumbrance. The Lender shall be delivered to the registered Holder upon the cancellation hereof. If this Note is an Amortizing Note as shown on the face hereof or in the pricing supplement attached hereto or delivered herewith, a portion or assume all of the principal amount Taxes related to the Loan. 6.1 Irrespective of the termination of this Note Agreement, the Borrower is payable prior obligated to keep confidential (i) the execution, performance and content of this Agreement, and (ii) the trade secrets, proprietary information and clients’ information related to the Stated Maturity Date in accordance with Lender that are known to or received by the Borrower as a schedule result of the execution or performance of this Agreement (collectively the “Confidential Information”). The Borrower shall not use such Confidential Information for any purpose other than for the performance of its obligations under this Agreement. Without the written consent of the Lender, the Borrower shall not disclose the above Confidential Information to any third party, failing which it shall be liable for the breach and indemnify the Lender against its losses. 6.2 After the termination of this Agreement, the Borrower shall, as requested by application the Lender, return, destroy, or otherwise dispose of a formulaall of the documents, datum, or software that contain any Confidential Information, and stop using the Confidential Information. 6.3 Notwithstanding any other provision of this Agreement, the effect of this Article 6 shall not affected by the suspension or termination of this Agreement.

Repayment. Unless one or more Repayment Dates is specified above, this Note shall not be repayable at the option of the Holder on any date prior to the Stated Maturity specified above. If one or more Repayment Dates (or ranges of Repayment Dates) are so specified, this Note is subject to repayment on any such date (or during any such range) at the option of the Holder at a price equal to 100% of the principal amount hereof or, if this Note is a Discounted Note (as specified on the face hereof), the applicable Repayment Price specified on the face hereof (expressed as a percentage of the principal amount of this Note), together in the case of any such repayment with accrued interest to the Repayment Date, but interest installments whose Stated Maturity is prior to the Repayment Date shall be payable to the Holder of this Note, or one or more Predecessor Securities, of record at the close of business on the relevant Regular or Special Record Dates, all as provided in the Indenture. For this Note to be repaid at the option of the Holder, the Paying Agent must receive at least 30 days but not more than 60 days prior to the Repayment Date on which this Note is to be repaid, (a) appropriate wire transfer instructions the repayment of all principal of the Loans made by the Lenders to the Borrower under the Credit Agreement; and (b) either (i) this Note with the form entitled “Option to Elect Repayment” below duly completed any and all extensions, renewals, modifications, amendments or (ii) a telegram, telex, facsimile transmission or a letter from a member of a national securities exchange, or the Financial Industry Regulatory Authority, Inc. or a commercial bank or trust company in the United States setting forth the name substitutions of the Holder foregoing. Notwithstanding the provisions of this NoteSection 1(C) to the contrary, the principal amount Guarantor’s aggregate liability under this Section 1(C) of this NoteGuaranty shall not exceed Twenty Six Million Two Hundred Fifty Thousand Dollars ($26,250,000.00) (the “Guaranteed Amount”), plus interest accrued and unpaid on the portion of principal amount of this Note to be repaid, Guaranteed Amount from the certificate number or a description of the tenor and terms of this Note, a statement that the option to elect repayment date upon which any demand for payment is being exercised thereby and a guarantee that this Notemade hereunder, together with all costs, expenses and reasonable attorneys’ fees incurred by Administrative Agent or Lenders in collecting the duly completed form entitled “Option to Elect Repayment” on this Note, shall be received by the Paying Agent not later than the fifth Business Day after the date of such telegram, telex, facsimile transmission or letter, provided, however, that such Note and form duly completed is received by the Paying Agent by such fifth Business Day. Exercise of the repayment option by the Holder shall be irrevocable. The repayment option with respect to this Note may be exercised by the Holder for less than the entire principal amount hereofGuaranteed Amount, provided that the Guaranteed Amount shall only be reduced by (a) payments made by Guarantor hereunder, or (b) a reduction of the outstanding principal amountamount of the Loans made by Lenders to the Borrower below the Guaranteed Amount. Upon the occurrence of any Event of Default, Guaranty Event or Trigger Event, Agent and the Lenders may at their option proceed directly and at once, without further notice, against Guarantor hereunder, without proceeding against any Credit Party or any other person or other Collateral for the obligations secured by this Guaranty. Any sums payable by Guarantor hereunder shall bear interest at the Default Rate from the date of demand until the date paid. If any Credit Party or Guarantor if so required, shall fail or refuse to perform or continue performance of any of the Obligations of the Credit Agreement on the part of Borrower to be kept and performed, then, if anyan Event of Default exists on account thereof under the Loan Documents, of this Note that remains outstanding after such repayment must be an authorized denomination as defined herein. The Company shall in addition to any other rights and remedies which Agent and the Lenders may have hereunder or elsewhere, and not be required to register in limitation thereof, Agent at Agent and the transfer or exchange of Lenders’ option, may exercise any Note following the receipt of a notice to repay a Note as described above. All questions as to the validity, eligibility (including time of receipt) and acceptance of any Note for repayment shall be determined by the Trustee, whose determination shall be final, binding and non-appealable. In the event of redemption or repayment of this Note in part only, a new Note or Securities of this series and of like tenor and for a principal amount equal to the unredeemed or unrepaid portion shall be delivered to the registered Holder upon the cancellation hereof. If this Note is an Amortizing Note as shown on the face hereof or in the pricing supplement attached hereto or delivered herewith, a portion or all of its rights and remedies under the principal amount Credit Agreement and each other Loan Document. This Guaranty shall survive and continue in full force and effect beyond and after the payment and satisfaction of this Note the Obligations and the obligations of Borrower in the event Lender is payable prior required to the Stated Maturity Date in accordance with disgorge or return any payment or property received as a schedule result of any laws pertaining to preferences, fraudulent transfers or by application of a formulafraudulent conveyances.

Repayment. Unless one or more Repayment Dates is specified above, this Note shall not be repayable at the option of the Holder on any date prior to the Stated Maturity specified above. If one or more Repayment Dates (or ranges of Repayment Dates) are so specified, this Note is subject to repayment on any such date (or during any such range) at the option of the Holder at a price equal to 100% of the principal amount hereof or, if this Note is a Discounted Note (as specified on the face hereof), the applicable Repayment Price specified on the face hereof (expressed as a percentage of the principal amount of this Note), together in the case of any such repayment with accrued interest to the Repayment Date, but interest installments whose Stated Maturity is prior to the Repayment Date shall be payable to the Holder of this Note, or one or more Predecessor Securities, of record at the close of business on the relevant Regular or Special Record Dates, all as provided in the Indenture. For this Note to be repaid at the option of the Holder, the Paying Agent must receive at least 30 days but not more than 60 days prior to the Repayment Date on which this Note is to be repaid, (a) appropriate wire transfer instructions Notwithstanding all other provisions in this Section 2.04 the Obligations under Facility A shall become due and payable by the Borrower on the earliest of: (i) the Acceleration Date; and (ii) the Maturity Date. (b) Without limiting (a) above, the Borrower shall make a Repayment under Facility A on the last Business Day of each Fiscal Quarter commencing on the last Business Day in the first full Fiscal Quarter following the Conversion Date. Principal instalments shall be calculated on the Outstanding Advances under Facility A on the Conversion Date assuming an amortization of one hundred and twenty (120) months. (c) In addition to all other Repayments required pursuant to Section 2.04 (a) and (b) either above, the following Repayments shall be required: (i) this Note with If any Company receives proceeds from a policy of insurance in respect of any Collateral, the form entitled “Option Borrower shall make a Repayment to Elect Repayment” below duly completed or the Agent in an amount equal to the portion of such proceeds not permitted to be retained by such Company as provided in Section 6.07, within three (3) Business Days after receipt thereof. (ii) If any Company receives proceeds (net of transaction expenses) from the raising of capital by way of equity or Funded Debt (excluding Permitted Funded Debt), the Borrower shall make a telegramRepayment to the Agent in an amount equal to one hundred percent (100%) of such net proceeds, telexwithin three (3) Business Days after receipt thereof. (iii) If any Company receives proceeds (net of transaction expenses, facsimile transmission or a letter applicable taxes and usual adjustments) from a member transaction involving the sale or other disposition of a national securities exchange, or the Financial Industry Regulatory Authority, Inc. or a commercial bank or trust company Property not in the United States setting forth ordinary course of business permitted under this Agreement, then the name Borrower shall within three (3) Business Days of such receipt, make a Repayment to the Holder Agent in an amount equal to one hundred percent (100%) of this Notesuch net proceeds to the extent such net proceeds are not used to purchase similar assets with similar value within such one hundred and eighty (180) days period. Notwithstanding the foregoing however, the principal amount first One Million Dollars ($1,000,000) of net proceeds under this Note, clause (iii) in the portion of principal amount of this Note to be repaid, the certificate number or a description of the tenor and terms of this Note, a statement that the option to elect repayment is being exercised thereby and a guarantee that this Note, together with the duly completed form entitled “Option to Elect Repayment” on this Note, shall be received by the Paying Agent not later than the fifth Business Day after the date of such telegram, telex, facsimile transmission or letter, provided, however, that such Note and form duly completed is received by the Paying Agent by such fifth Business Day. Exercise of the repayment option by the Holder shall be irrevocable. The repayment option with respect to this Note may be exercised by the Holder for less than the entire principal amount hereof, provided that the principal amount, if any, of this Note that remains outstanding after such repayment must be an authorized denomination as defined herein. The Company aggregate in any Fiscal Year shall not be required to register the transfer or exchange of any Note following the receipt of be applied as a notice to repay Repayment. (iv) The Borrower shall make a Note as described above. All questions as Repayment to the validityAgent within one hundred and twenty (120) days after the end of each Fiscal Year of the Borrower, eligibility (including time of receipt) and acceptance of any Note for repayment shall be determined by commencing with the TrusteeFiscal Year ending May 31, whose determination shall be final2021, binding and non-appealable. In the event of redemption or repayment of this Note in part only, a new Note or Securities of this series and of like tenor and for a principal an amount equal to fifty percent (50%) the unredeemed or unrepaid portion of Annual Excess Cash Flow if the Borrower’s Total Funded Debt to EBITDA Ratio is greater than 2.00:1 in respect of such Fiscal Year, unless such Repayment with the prior written consent of the Lenders is waived in respect of any Fiscal Year. (d) The net proceeds required to be applied as a Repayment pursuant to paragraph (c) above shall be delivered applied firstly against the Borrower’s obligations to make scheduled Repayments under Facility A, in reverse chronological order (including for clarity, the registered Holder upon the cancellation hereof. If this Note is an Amortizing Note as shown balloon payment payable on the face hereof or Maturity Date) until paid in the pricing supplement attached hereto or delivered herewith, a portion or all of the principal amount of this Note is payable prior to the Stated Maturity Date in accordance with a schedule or by application of a formulafull.

Repayment. Unless one or more Repayment Dates is specified above, this Note shall not be repayable at The Borrower hereby unconditionally promises to pay the option Loans as follows: (i) to the Administrative Agent for account of the Holder on any date prior to Revolving Lenders of eithereach Class the Stated Maturity specified above. If one or more Repayment Dates (or ranges of Repayment Dates) are so specified, this Note is subject to repayment on any such date (or during any such range) at the option of the Holder at a price equal to 100% of the principal amount hereof or, if this Note is a Discounted Note (as specified on the face hereof), the applicable Repayment Price specified on the face hereof (expressed as a percentage of the outstanding principal amount of this Note), together the Syndicated Revolving Loans of such Class on the Revolving Commitment(A) in the case of any such repayment with accrued interest the Class A Multicurrency Revolving Loans, the Class A Termination Date, (B) in the case of the Class B Multicurrency Revolving Loans, the Class B Termination Date and (C) in the case of the Dollar Revolving Loans, the Class B Termination Date; (ii) to the Repayment Swingline Lender the then unpaid principal amount of each Swingline Loan of eithereach Class denominated in Dollars, on the earlier of the Revolving CommitmentClass B Termination Date and the first date after such Swingline Loan is made that is the 15th or last day of a calendar month and is at least ten Business Days after such Swingline Loan is made, provided that on each date that a Syndicated Borrowing of such Class is made, the Borrower shall repay all Swingline Loans of such Class then outstanding; (iii) to the Swingline Lender the then unpaid principal amount of each Swingline Loan of the applicable Class denominated in a Foreign Currency, on the earlier of the Revolving CommitmentClass B Termination Date and the fifth Business Day after such Swingline Loan is made; and (iv) to the Administrative Agent for account of the Syndicated Term Lenders the outstanding principal amount of the Syndicated Term Loans on the(A) in the case of the Class A Syndicated Term Loans, the Class A Syndicated Term Loan Maturity Date and (B) in the case of the Class B Syndicated Term Loans, the Class B Syndicated Term Loan Maturity Date. In addition, on the Revolving CommitmentClass B Termination Date, but interest installments whose Stated Maturity is prior the Borrower shall deposit into the Letter of Credit Collateral Account Cash in an amount equal to 102% of the Repayment Date shall be payable to the Holder undrawn face amount of this Note, or one or more Predecessor Securities, all Letters of record at Credit outstanding on the close of business on the relevant Regular or Special Record DatesRevolving CommitmentClass B Termination Date, all as provided in the Indenture. For this Note such deposit to be repaid at held by the option Administrative Agent as collateral security for the LC Exposure under this Agreement in respect of the Holder, the Paying Agent must receive at least 30 days but not more than 60 days prior to the Repayment Date on which this Note is to be repaid, (a) appropriate wire transfer instructions and (b) either (i) this Note with the form entitled “Option to Elect Repayment” below duly completed or (ii) a telegram, telex, facsimile transmission or a letter from a member of a national securities exchange, or the Financial Industry Regulatory Authority, Inc. or a commercial bank or trust company in the United States setting forth the name of the Holder of this Note, the principal amount of this Note, the undrawn portion of principal amount such Letters of this Note to be repaid, the certificate number or a description of the tenor and terms of this Note, a statement that the option to elect repayment is being exercised thereby and a guarantee that this Note, together with the duly completed form entitled “Option to Elect Repayment” on this Note, shall be received by the Paying Agent not later than the fifth Business Day after the date of such telegram, telex, facsimile transmission or letter, provided, however, that such Note and form duly completed is received by the Paying Agent by such fifth Business Day. Exercise of the repayment option by the Holder shall be irrevocable. The repayment option with respect to this Note may be exercised by the Holder for less than the entire principal amount hereof, provided that the principal amount, if any, of this Note that remains outstanding after such repayment must be an authorized denomination as defined herein. The Company shall not be required to register the transfer or exchange of any Note following the receipt of a notice to repay a Note as described above. All questions as to the validity, eligibility (including time of receipt) and acceptance of any Note for repayment shall be determined by the Trustee, whose determination shall be final, binding and non-appealable. In the event of redemption or repayment of this Note in part only, a new Note or Securities of this series and of like tenor and for a principal amount equal to the unredeemed or unrepaid portion shall be delivered to the registered Holder upon the cancellation hereof. If this Note is an Amortizing Note as shown on the face hereof or in the pricing supplement attached hereto or delivered herewith, a portion or all of the principal amount of this Note is payable prior to the Stated Maturity Date in accordance with a schedule or by application of a formulaCredit.

Repayment. Unless one or more Repayment Dates is specified aboveSubject to the provisions of Section 8.4 of this Agreement, Borrower shall repay the Loan in full on the Maturity Date, together with interest thereon to (but excluding) the date of repayment and any other amounts due and owing under the Note, this Note Agreement and the other Loan Documents. Borrower shall not be repayable at have the option right to prepay all or any portion of the Holder on any date prior to Principal before the Stated Maturity specified above. If one or more Repayment Dates (or ranges of Repayment Dates) are so specified, this Note is subject to repayment on any such date (or during any such range) at the option of the Holder at a price equal to 100% of the principal amount hereof or, if this Note is a Discounted Note (as specified on the face hereof), the applicable Repayment Price specified on the face hereof (expressed as a percentage of the principal amount of this Note), together in the case of any such repayment with accrued interest to the Repayment Date, but interest installments whose Stated Maturity is prior to the Repayment Date shall be payable to the Holder of this Note, or one or more Predecessor Securities, of record at the close of business on the relevant Regular or Special Record Dates, all as provided in the Indenture. For this Note to be repaid at the option of the Holder, the Paying Agent must receive at least 30 days but not more than 60 days prior to the Repayment Date on which this Note is to be repaid, (a) appropriate wire transfer instructions and (b) either (i) this Note with the form entitled “Option to Elect Repayment” below duly completed or (ii) a telegram, telex, facsimile transmission or a letter from a member of a national securities exchange, or the Financial Industry Regulatory Authority, Inc. or a commercial bank or trust company in the United States setting forth the name of the Holder of this Note, the principal amount of this Note, the portion of principal amount of this Note to be repaid, the certificate number or a description of the tenor and terms of this Note, a statement that the option to elect repayment is being exercised thereby and a guarantee that this Note, together with the duly completed form entitled “Option to Elect Repayment” on this Note, shall be received by the Paying Agent not later than the fifth Business Day after the date of such telegram, telex, facsimile transmission or letter, ; provided, however, if no Default or Event of Default shall then exist, and Borrower provides not less than thirty (30) days prior written notice to Lender, (x) Borrower may prepay the Loan in full (but not in part) without penalty or premium at any time within three (3) months of the Anticipated Repayment Date and (y) Borrower may prepay the Loan in full (but not in part) on any Payment Date occurring on or after the Prepayment Lockout Expiration Date provided that such Note and form duly completed prepayment is received accompanied by the Paying Agent by Yield Maintenance Premium applicable thereto and any other sums including all accrued and unpaid interest on the Principal due under the Note, this Agreement and the other Loan Documents (such fifth Business Day. Exercise of the repayment option by the Holder shall be irrevocable. The repayment option with respect to this Note may be exercised by the Holder for less than the entire principal amount hereof, provided that the principal amount, if any, of this Note that remains outstanding after such repayment must be an authorized denomination as defined herein. The Company shall not be required to register the transfer or exchange of any Note following the receipt of a notice to repay a Note as described above. All questions as to the validity, eligibility repayments in (including time of receiptx) and acceptance of any Note for repayment shall be determined by the Trustee, whose determination shall be final, binding and non-appealable(y) above being referred to as a "Voluntary Prepayment"). In the event any such Voluntary Prepayment is not made on a Payment Date, Borrower shall also pay interest that would have accrued on such prepaid Principal to but not including the next Payment Date. Except during the continuance of redemption an Event of Default, all proceeds of a Voluntary Prepayment of the Loan shall be applied by Lender as follows in the following order of priority: (i) First, to accrued and unpaid interest on the Loan at the Applicable Interest Rate; (ii) Second, to Principal of the Loan; and (iii) Third, to any other amounts then due and owing under the Loan Documents. If at any time prior to the Anticipated Repayment Date the Debt is accelerated by reason of an Event of Default, any principal payment received by Lender (whether as a result of a foreclosure of the Mortgage, the exercise of any of Lender's other rights or repayment of this Note remedies under the Loan Documents or otherwise), then Lender shall be entitled to receive, in part onlyaddition to all other sums due under the Loan Documents, a new Note or Securities of this series and of like tenor and for a principal an amount equal to the unredeemed Yield Maintenance Premium applicable to such prepayment. During the continuance of an Event of Default, all proceeds of repayment, including any payment or unrepaid portion shall be delivered to the registered Holder upon the cancellation hereof. If this Note is an Amortizing Note as shown recovery on the face hereof Collateral Property (whether as a result of foreclosure of the Mortgage, the exercise of any of Lender's other rights or remedies or otherwise) shall, unless otherwise provided in the pricing supplement attached hereto or delivered herewithLoan Documents, a portion or all of the principal amount of this Note is payable prior to the Stated Maturity Date be applied in accordance with a schedule or by application of a formulasuch order and in such manner as Lender shall elect in Lender's discretion.

Repayment. Unless one or more Repayment Dates is specified above, this Note shall not be repayable at the option i. With respect to any and all Term Loans and subject to any acceleration of the Holder on any date prior Term Loan Maturity Date pursuant to the Stated Maturity specified above. If one or more Repayment Dates (or ranges of Repayment Dates) are so specified, this Note is subject to repayment on any such date (or during any such range) at the option of the Holder at a price equal to 100% of the principal amount hereof or, if this Note is a Discounted Note (as specified on the face hereof), the applicable Repayment Price specified on the face hereof (expressed as a percentage of the principal amount terms of this Note), together in the case of any such repayment with accrued interest to the Repayment Date, but interest installments whose Stated Maturity is prior to the Repayment Date shall be payable to the Holder of this Note, or one or more Predecessor Securities, of record at the close of business on the relevant Regular or Special Record Dates, all as provided in the Indenture. For this Note to be repaid at the option of the Holder, the Paying Agent must receive at least 30 days but not more than 60 days prior to the Repayment Date on which this Note is to be repaid, (a) appropriate wire transfer instructions and clause (b) either (i) this Note with the form entitled “Option to Elect Repayment” below duly completed or (ii) a telegram, telex, facsimile transmission or a letter from a member of a national securities exchange, or the Financial Industry Regulatory Authoritydefinition thereof, Inc. or a commercial bank or trust company in the United States setting forth the name of the Holder of this Note, the principal amount of this Note, the portion Borrower shall make eight (8) equal quarterly payments of principal amount of this Note to be repaid, each such Term Loan commencing on the certificate number first Payment Date that occurs during (or a description of immediately after) the tenor 13th calendar quarter following the Closing Date and terms of this Note, a statement that continuing through the option to elect repayment is being exercised thereby and a guarantee that this Note, together with the duly completed form entitled “Option to Elect Repayment” on this Note, shall be received by the Paying Agent not later than the fifth Business Day after the date of such telegram, telex, facsimile transmission or letter, Term Loan Maturity Date; provided, however, that, so long as (x) no Default or Event of Default has occurred and is continuing, (y) no Material Adverse Change or Withdrawal Event has occurred and (z) the ENCORE Event has occurred (provided, that if the ENCORE Event has not occurred, Borrower and the Required Lenders shall consult in good faith regarding whether the ENCORE clinical trials related to ARIKAYCE® have sufficiently advanced such Note and form duly completed is received by that Borrower shall be permitted under this clause(b)(i) to deliver a Delayed Amortization Notice; provided, further, that any such agreement on the Paying Agent by such fifth Business Day. Exercise part of the repayment option by the Holder Required Lenders shall be irrevocable. The repayment option with respect at their sole discretion), Borrower may elect by irrevocable written notice to this Note may be exercised by the Holder for less than Collateral Agent (the entire “Delayed Amortization Notice”) to postpone making in full the quarterly payments of principal amount hereof, provided that otherwise due during the principal amount, if any, of this Note that remains outstanding after such repayment must be an authorized denomination as defined herein. The Company shall not be required to register the transfer or exchange of any Note 13th through 16th calendar quarters following the receipt Closing Date and to make in full quarterly payments of a notice to repay a Note as described above. All questions as principal of each such Term Loan commencing on the first Payment Date that occurs during (or immediately after) the 17th calendar quarter following the Closing Date; provided, further, that, in such case Borrower shall deliver to the validity, eligibility Collateral Agent the Delayed Amortization Notice no later than ten (including time of receipt10) and acceptance of any Note for repayment shall be determined by the Trustee, whose determination shall be final, binding and non-appealable. In the event of redemption or repayment of this Note in part only, a new Note or Securities of this series and of like tenor and for a principal amount equal to the unredeemed or unrepaid portion shall be delivered to the registered Holder upon the cancellation hereof. If this Note is an Amortizing Note as shown on the face hereof or in the pricing supplement attached hereto or delivered herewith, a portion or all of the principal amount of this Note is payable Business Days prior to the Stated first Payment Date that occurs during (or immediately after) the 13th calendar quarter following the Closing Date. ii. The Term Loans, including all unpaid principal thereunder (and, for the avoidance of doubt, all accrued, unpaid and uncapitalized interest, all due and unpaid Lender Expenses and any and all other outstanding amounts payable under the Loan Documents), is due and payable in full on the Term Loan Maturity Date Date. iii. The Term Loans may be prepaid only in accordance with a schedule or by application of a formulaSection 2.2(c), except as provided in Section 8.1.

Repayment. Unless (a) On the last Business Day of each Fiscal Quarter, the Borrower shall make a Repayment under Facility B in an amount equal to 2.50% of the Outstanding Principal Amount under Facility B immediately following the final Advance under Facility B; and the remaining balance of the Outstanding Principal Amount under Facility B shall be due and payable on the Maturity Date. (b) No Repayments under Facility C are required prior to the Final Advance Date. On the last Business Day of the Fiscal Quarter in which the Final Advance Date occurs, and on the last Business Day of each Fiscal Quarter thereafter, the Borrower shall make a Repayment under Facility C in an amount equal to 2.50% of the Outstanding Principal Amount under Facility C immediately following the final Advance under Facility C; and the remaining balance of the Outstanding Principal Amount under Facility C shall be due and payable on the Maturity Date. (c) In addition to all other Repayments required under this Section 3.05 the Borrower shall make a Repayment in an amount equal to fifty percent (50%) of the Excess Cash Flow in each Fiscal Year in which the Senior Funded Debt to EBITDA Ratio, measured as at December 31 of such Fiscal Year is greater than 0.50:1.00, the first such Repayment to be made in respect of the Fiscal Year ending December 31, 2019. Such Repayments shall be made not later than thirty (30) days after the date of delivery to the Agent of the Borrower’s Year-end Financial Statements for the applicable Fiscal Year. (d) The following Repayments shall be required in addition to all other Repayments required under this Agreement: (i) If any Company receives net proceeds from a policy of insurance, the Borrower shall make a Repayment in an amount equal to such net proceeds within three (3) Business Days after such net proceeds are received, except to the extent that such proceeds are permitted to be retained as provided in Section 8.10. (ii) If any Company receives net proceeds from an Equity Issuance or a transaction involving the creation of Subordinated Debt (except net proceeds resulting from an Equity Issuance to or the provision of Subordinated Debt by a Shareholder, including any Equity Issuance under Section 7.01(p) herein), within five (5) days after receipt of such net proceeds the Borrower shall make a Repayment in an amount equal to such net proceeds, except to the extent (if any) otherwise consented to in writing by the Agent upon the instructions of the Required Lenders acting reasonably. If any portion of such Repayment cannot be applied against the Outstanding Principal Amount until the maturity of one or more Repayment Dates is specified aboveoutstanding Bankers’ Acceptances, this Note the Agent shall not be repayable at the option deposit such portion of the Holder on any date prior to the Stated Maturity specified above. If one or more Repayment Dates (or ranges of Repayment Dates) are so specified, this Note is subject to repayment on any such date (or during any such range) at the option of the Holder at a price equal to 100% of the principal amount hereof or, if this Note is a Discounted Note (as specified on the face hereof), the applicable Repayment Price specified on the face hereof (expressed as a percentage of the principal amount of this Note), together in the case of any such repayment with accrued interest to the Repayment Date, but interest installments whose Stated Maturity is prior to the Repayment Date shall be payable to the Holder of this Note, or one or more Predecessor Securities, of record at the close of business on the relevant Regular or Special Record Dates, all as provided an interest-bearing account in the Indenture. For this Note to be repaid at the option of the Holder, the Paying Agent must receive at least 30 days but not more than 60 days prior to the Repayment Date on which this Note is to be repaid, (a) appropriate wire transfer instructions and (b) either (i) this Note with the form entitled “Option to Elect Repayment” below duly completed or (ii) a telegram, telex, facsimile transmission or a letter from a member of a national securities exchange, or the Financial Industry Regulatory Authority, Inc. or a commercial bank or trust company in the United States setting forth the name of the Holder Borrower and apply such portion (including accrued interest thereon) against the Outstanding Principal Amount upon the maturity of this Notesuch Bankers’ Acceptances. (iii) If any Company receives net proceeds equal to or greater than one million Canadian Dollars (CDN$1,000,000) from a transaction involving the sale, the principal amount leasing or other disposition of this Note, the portion of principal amount of this Note to be repaid, the certificate number any individual asset or a description group of related assets in one or a series of related transactions (other than sales in the tenor and terms ordinary course of this Notebusiness), a statement that the option to elect repayment is being exercised thereby and a guarantee that this Note, together with the duly completed form entitled “Option to Elect Repayment” on this Note, shall be received by the Paying Agent not later than the fifth Business Day within one hundred eighty (180) days after the date receipt of such telegram, telex, facsimile transmission or letter, provided, however, that such Note and form duly completed is received by net proceeds the Paying Agent by such fifth Business Day. Exercise of the repayment option by the Holder Borrower shall be irrevocable. The repayment option with respect to this Note may be exercised by the Holder for less than the entire principal amount hereof, provided that the principal amount, if any, of this Note that remains outstanding after such repayment must be make a Repayment in an authorized denomination as defined herein. The Company shall not be required to register the transfer or exchange of any Note following the receipt of a notice to repay a Note as described above. All questions as to the validity, eligibility (including time of receipt) and acceptance of any Note for repayment shall be determined by the Trustee, whose determination shall be final, binding and non-appealable. In the event of redemption or repayment of this Note in part only, a new Note or Securities of this series and of like tenor and for a principal amount equal to the unredeemed or unrepaid portion of such net proceeds which have not been applied to purchase similar assets (other than current assets). As used herein, “net proceeds” in respect of any above transaction means the gross amount payable in respect of such transaction less any Taxes, sales commissions and other reasonable expenses incurred in connection with the transaction, usual and reasonable adjustments in connection with the transaction and any other amount specifically approved in writing by the Required Lenders acting reasonably. (e) Each Repayment under paragraphs (c) and (d) above shall be delivered applied against the Borrower’s obligation to make the registered Holder remaining scheduled Repayments under any one or more of the Non- Revolving Facilities (in each case, in reverse chronological order) as the Required Lenders may require in their discretion, until the Outstanding Principal Amount under all Non-Revolving Facilities has been repaid in full; and thereafter such Repayment shall be applied against the Outstanding Principal Amount under Facility A, but for greater certainty such Repayment shall not reduce the Facility A Maximum Amount and the Borrower shall thereafter be entitled to receive further Advances under Facility A upon the cancellation hereof. If this Note is an Amortizing Note as shown on the face hereof or in the pricing supplement attached hereto or delivered herewith, a portion or satisfaction of all of the principal amount of this Note is payable prior to the Stated Maturity Date in accordance with a schedule or by application of a formula.applicable conditions precedent..

Repayment. Unless one or more Repayment Dates is specified above, this Note shall not be repayable at The Borrower hereby unconditionally promises to pay the option Loans of each Class as follows: (i) to the Administrative Agent for the account of the Holder Syndicated Lenders of such Class, on any date prior to the Stated Maturity specified above. If one dates set forth on Schedule 2.09, or more Repayment Dates (or ranges of Repayment Dates) are so specified, this Note is subject to repayment on if any such date (or during any such range) at the option of the Holder at is not a price equal to 100% of the principal amount hereof orBusiness Day, if this Note is a Discounted Note (as specified on the face hereof)next succeeding Business Day, the applicable Repayment Price specified on the face hereof (expressed as a percentage of the principal amount of this Note), together the Syndicated Loans of such Class equal to the percentage of Syndicated Loans of such Class outstanding on the Commitment Termination Date (in the case of any the Extending Lenders) or Existing Commitment Termination Date (in the case of the Non-Extending Lenders) as set forth on Schedule 2.09 for such repayment date, together in each case with accrued and unpaid interest on the principal amount repaid. To the extent not previously paid (including as set forth in Section 2.10(g)), all Loans shall be due and payable on the Maturity Date; (ii) to the Repayment Administrative Agent for the account of the Term Lenders, on the Maturity Date, but or if such date is not a Business Day, on the next succeeding Business Day, the unpaid principal amount of all Term Loans, together with accrued and unpaid interest installments whose Stated Maturity on the principal amount repaid; (iii) to each Swingline Lender the then unpaid principal amount of each Swingline Loan of such Class denominated in Dollars made by such Swingline Lender, on the earlier of the Commitment Termination Date (in the case of a Swingline Lender that is prior an Extending Lender) or the Existing Commitment Termination Date (in the case of a Swingline Lender that is a Non-Extending Lender) and the first date after such Swingline Loan is made that is the fifteenth or last day of a calendar month and is at least ten (10) Business Days after such Swingline Loan is made; provided that on each date that a Syndicated Borrowing of such Class is made, the Borrower shall repay all Swingline Loans of such Class then outstanding; and (iv) to each Swingline Lender the Repayment then unpaid principal amount of each Swingline Loan of such Class denominated in a Foreign Currency made by such Swingline Lender, on the earlier of the Commitment Termination Date (in the case of a Swingline Lender that is an Extending Lender) or the Existing Commitment Termination Date (in the case of a Swingline Lender that is a Non-Extending Lender) and the fifth Business Day after such Swingline Loan is made. In addition, on the Commitment Termination Date, the Borrower shall be payable deposit into the Letter of Credit Collateral Account Cash in an amount equal to 102% of the Holder undrawn face amount of this Note, or one or more Predecessor Securities, all Letters of record at Credit outstanding on the close of business on the relevant Regular or Special Record DatesCommitment Termination Date, all as provided in the Indenture. For this Note such deposit to be repaid at held by the option Administrative Agent as collateral security for the LC Exposure under this Agreement in respect of the Holder, the Paying Agent must receive at least 30 days but not more than 60 days prior to the Repayment Date on which this Note is to be repaid, (a) appropriate wire transfer instructions and (b) either (i) this Note with the form entitled “Option to Elect Repayment” below duly completed or (ii) a telegram, telex, facsimile transmission or a letter from a member of a national securities exchange, or the Financial Industry Regulatory Authority, Inc. or a commercial bank or trust company in the United States setting forth the name of the Holder of this Note, the principal amount of this Note, the undrawn portion of principal amount such Letters of this Note to be repaid, the certificate number or a description of the tenor and terms of this Note, a statement that the option to elect repayment is being exercised thereby and a guarantee that this Note, together with the duly completed form entitled “Option to Elect Repayment” on this Note, shall be received by the Paying Agent not later than the fifth Business Day after the date of such telegram, telex, facsimile transmission or letter, provided, however, that such Note and form duly completed is received by the Paying Agent by such fifth Business Day. Exercise of the repayment option by the Holder shall be irrevocable. The repayment option with respect to this Note may be exercised by the Holder for less than the entire principal amount hereof, provided that the principal amount, if any, of this Note that remains outstanding after such repayment must be an authorized denomination as defined herein. The Company shall not be required to register the transfer or exchange of any Note following the receipt of a notice to repay a Note as described above. All questions as to the validity, eligibility (including time of receipt) and acceptance of any Note for repayment shall be determined by the Trustee, whose determination shall be final, binding and non-appealable. In the event of redemption or repayment of this Note in part only, a new Note or Securities of this series and of like tenor and for a principal amount equal to the unredeemed or unrepaid portion shall be delivered to the registered Holder upon the cancellation hereof. If this Note is an Amortizing Note as shown on the face hereof or in the pricing supplement attached hereto or delivered herewith, a portion or all of the principal amount of this Note is payable prior to the Stated Maturity Date in accordance with a schedule or by application of a formulaCredit.

Repayment. Unless one 4.1 The Borrower agrees that the amount outstanding under the Financial Facility shall notwithstanding anything, contained herein be and is always payable on demand received from the Bank. The Borrower agrees to repay the amount outstanding under the Financial Facility without any delay, demur or more Repayment Dates is specified aboveprotest together with interest forthwith on written demand of Bank on the Borrower. Subject to the foregoing provisions of this Article, this Note the Borrower shall not be repayable pay to the Bank the amount outstanding under the Financial Facility the amount outstanding under the Financial Facility from date of first disbursement in such equal installments of such amounts as mentioned at the option Serial No. 7 of the Holder Schedule written hereunder. The Borrower agrees and undertakes to repay the amount outstanding under the Financial Facility on any date prior or before the expiry of the Tenor. 4.2 No notice, reminder or intimation shall be given to the Stated Maturity specified above. If one Borrower regarding its obligation to pay any amounts payable hereunder regularly on their respective due dates and it shall be entirely the Borrower’s responsibility to ensure prompt and regular payment of all amounts payable by the Borrower to the Bank on their respective due dates and in the manner herein provided. 4.3 Any delay or more Repayment Dates (or ranges of Repayment Dates) are so specified, this Note is subject to repayment on any such date (or during any such range) at the option default in payment of the Holder at a price equal to 100% principal, interest or any part thereof or any other amount payable hereunder on or before its due date apart from the overwriting right of the principal amount hereof orBank to demand repayment forthwith on demand being made, if this Note is a Discounted Note (shall render the Borrower liable to pay additional interest at such rates and manner as specified may be prescribed by the Bank from time to time. Unless otherwise stated, interest on the face hereof), the applicable Repayment Price specified on the face hereof (expressed as a percentage of the principal amount of this Note), together in the case of any such repayment with accrued interest to the Repayment Date, but interest installments whose Stated Maturity is prior to the Repayment Date overdue amounts shall be due and payable to immediately on demand by the Holder of this Note, or one or more Predecessor Securities, of record at the close of business on the relevant Regular or Special Record Dates, all as provided in the Indenture. For this Note to be repaid at the option of the Holder, the Paying Agent must receive at least 30 days Bank but if not more than 60 days prior to the Repayment Date on which this Note is to be repaid, (a) appropriate wire transfer instructions and (b) either (i) this Note with the form entitled “Option to Elect Repayment” below duly completed or (ii) a telegram, telex, facsimile transmission or a letter from a member of a national securities exchange, or the Financial Industry Regulatory Authority, Inc. or a commercial bank or trust company in the United States setting forth the name of the Holder of this Note, the principal amount of this Note, the portion of principal amount of this Note to be repaid, the certificate number or a description of the tenor and terms of this Note, a statement that the option to elect repayment is being exercised thereby and a guarantee that this Note, together with the duly completed form entitled “Option to Elect Repayment” on this Notepreviously demanded, shall be received paid at the end of each month or period determined by the Paying Agent not later than the fifth Business Day after the date of such telegram, telex, facsimile transmission or letter, provided, however, that such Note and form duly completed is received by the Paying Agent by such fifth Business Day. Exercise of the repayment option by the Holder shall be irrevocableBank. The repayment option with respect Bank also reserves the right to this Note may be exercised by the Holder for less than the entire principal amount hereof, provided that the principal amount, if any, of this Note that remains outstanding after such repayment must be an authorized denomination as defined herein. The Company shall not be required charge any excess overdraft utilization at a rate to register the transfer or exchange of any Note following the receipt of a notice to repay a Note as described above. All questions as to the validity, eligibility (including time of receipt) and acceptance of any Note for repayment shall be determined by the TrusteeBank. 4.4 Notwithstanding anything contained herein the Bank may at its sole and absolute discretion, whose determination suspend or cancel further disbursement under the Financial Facility if the same shall be final, binding and non-appealable. In not have been fully drawn within the event of redemption or repayment of this Note in part only, a new Note or Securities of this series and of like tenor and for a principal amount equal to Availability Period by the unredeemed or unrepaid portion shall be delivered to the registered Holder upon the cancellation hereof. If this Note is an Amortizing Note as shown on the face hereof or in the pricing supplement attached hereto or delivered herewith, a portion or all of the principal amount of this Note is payable prior to the Stated Maturity Date in accordance with a schedule or by application of a formulaBorrower.

Repayment. Unless one or more Repayment Dates is specified above, this Note shall not be repayable at the option Each of the Holder Borrowers shall, on any date prior to the Stated Maturity specified above. If one or more Repayment Dates (or ranges of Repayment Dates) are so specifieda joint and several basis, this Note is subject to repayment on any such date (or during any such range) at the option of the Holder at a price equal to 100% of the principal amount hereof or, if this Note is a Discounted Note (as specified on the face hereof), the applicable Repayment Price specified on the face hereof (expressed as a percentage of repay the principal amount of this Notethe Loan in quarterly installments commencing on the Initial Payment Date. The amount of each quarterly installment shall (A) for Tranche A be calculated from the Initial Payment Date and be in an amount of 1/40th of all Advances outstanding on the Initial Payment Date and (B) for Tranche B be in an amount of 1/40th of the Total Tranche B Amount based on the Fair Market Value of the Vessel to which such Tranche relates (and if the Fair Market Value of the second Vessel is not then available, assuming the same Fair Market Value for both Vessels), together and to the extent Tranche B is not fully drawn on any repayment date, such installment shall be in the form of a commitment reduction of the same amount, and in the case of any such repayment with accrued interest to the Repayment Date, but interest installments whose Stated Maturity is prior to the Repayment Date shall be payable to the Holder of this Note, or one or more Predecessor Securities, of record at the close of business on the relevant Regular or Special Record Dates, all as provided in the Indenture. For this Note to be repaid at the option of the Holder, the Paying Agent must receive at least 30 days but not more than 60 days prior to the Repayment Date on which this Note is to be repaid, (a) appropriate wire transfer instructions both Tranche A and (b) either (i) this Note with the form entitled “Option to Elect Repayment” below duly completed or (ii) a telegram, telex, facsimile transmission or a letter from a member of a national securities exchange, or the Financial Industry Regulatory Authority, Inc. or a commercial bank or trust company in the United States setting forth the name of the Holder of this Note, the principal amount of this Note, the portion of principal amount of this Note to be repaid, the certificate number or a description of the tenor and terms of this NoteTranche B, a statement that the option to elect repayment is being exercised thereby and a guarantee that this Noteballoon payment, together with the duly completed form entitled “Option to Elect Repayment” on this Note, all accrued and unpaid interest and other amounts owed by any Security Party shall be received paid on the Final Payment Date. Prior to the Initial Payment Date, the Facility Agent shall provide the Borrowers with a repayment schedule which shall be attached as an exhibit hereto and be made a part hereof. Such repayment schedule shall be updated by the Paying Facility Agent not later than after each Advance made subsequent to the fifth Business Day after Facility providing the date of initial repayment schedule with the last such telegram, telex, facsimile transmission update to be provided once the entire Loan is drawn or letter, provided, however, that such Note and form duly completed is received by at the Paying Agent by such fifth Business Day. Exercise end of the repayment option by the Holder shall be irrevocableAvailability Period, whichever is earlier. The repayment option with respect to this Note may be exercised by the Holder for less than the entire principal amount hereof, provided that the principal amount, if any, of this Note that remains outstanding after Each such repayment must be an authorized denomination as defined herein. The Company shall not be required to register the transfer or exchange of any Note following the receipt of a notice to repay a Note as described above. All questions as to the validity, eligibility (including time of receipt) and acceptance of any Note for repayment shall be determined by the Trustee, whose determination shall be final, binding and non-appealable. In the event of redemption or repayment of this Note in part only, a new Note or Securities of this series and of like tenor and for a principal amount equal to the unredeemed or unrepaid portion schedule shall be delivered to the registered Holder upon Borrowers and the cancellation Lenders and attached as an exhibit hereto replacing the prior delivered schedule, and be made a part hereof. If this Note is an Amortizing Note as shown on the face hereof or in the pricing supplement attached hereto or delivered herewith, a portion or all of the principal amount of this Note is payable prior to the Stated Maturity Date in accordance with a schedule or by application of a formula.

Repayment. Unless one 3.1 Borrower shall repay the entire Loan, with all accrued Interest, no later than the 3 month anniversary of the Loan Date (the “Repayment Date”). 3.2 Repayment of the Loan and accrued Interest shall be by means of the issue to Lender of shares of Borrower’s common stock, whether or more Repayment Dates not the Rights Offering is specified aboveperformed. The purchase price of each share so issued shall be deemed to be $0.04, this Note which is the same price per share as in the Rights Offering documentation that was filed with SEC on April 30, 2009 (the “Price Per Share”), such that the outstanding balance of the Loan plus accrued Interest shall not be repayable reduced, at the option time of issue of such shares, by the quantity of shares so issued multiplied by the Price Per Share. If, for example, the Repayment Date falls exactly on the 3 month anniversary of the Holder Loan Date, and the outstanding balance of the Loan plus the accrued Interest is $82,215, then the issue, on that date, of 2,055,375 shares of Borrower’s common stock, to Lender’s order, as set forth herein, would constitute full repayment of the Loan and all accrued Interest. For any date prior sums that may be payable by Lender in the Rights Offering, in respect of shares which Lender may subscribe for in such Rights Offering, up to the Stated Maturity specified above. If one total amount then owed by Borrower to Lender under this Agreement, Lender, or more Repayment Dates (or ranges of Repayment Dates) are so specifiedBorrower, this Note is subject may elect, by written notice to repayment on any the other, that such date (or during any such range) at sums be offset against the option outstanding balance of the Holder at a price equal Loan and accrued Interest then owed to 100% Lender. 3.3 Shares issued in repayment of the principal amount hereof orLoan and accrued Interest must be duly issued in Lender’s name, if this Note is a Discounted Note (as specified on or to his order, and registered in Lender’s name, or to his order, in Borrower’s share register, and duly executed share certificates must be delivered to Lender, or to his order, all no later than the face hereof), the applicable Repayment Price specified on the face hereof (expressed as a percentage of the principal amount of this Note), together in the case Date. 3.4 For avoidance of any such repayment with doubt, Borrower undertakes to fully repay the Loan and all accrued interest to Interest, no later than the Repayment Date, but interest installments whose Stated Maturity is prior by means of a share issue, as set forth in Sections 3.2 and 3.3 above. 3.5 Borrower may at any time prepay to the Repayment Date shall be payable to the Holder of this Note, or one or more Predecessor Securities, of record at the close of business on the relevant Regular or Special Record Dates, all as provided in the Indenture. For this Note to be repaid at the option Lender any part of the Holder, the Paying Agent must receive at least 30 days but not more than 60 days prior to the Repayment Date on which this Note is to be repaid, (a) appropriate wire transfer instructions and (b) either (i) this Note with the form entitled “Option to Elect Repayment” below duly completed or (ii) a telegram, telex, facsimile transmission or a letter from a member of a national securities exchange, or the Financial Industry Regulatory Authority, Inc. or a commercial bank or trust company in the United States setting forth the name outstanding balance of the Holder of this NoteLoan and accrued Interest, the principal amount of this Note, the portion of principal amount of this Note to be repaid, the certificate number or a description by means of the tenor and terms issue of this Noteshares at $0.04 per share, a statement that the option to elect repayment is being exercised thereby and a guarantee that this Note, together with the duly completed form entitled “Option to Elect Repayment” on this Note, shall be received by the Paying Agent not later than the fifth Business Day after the date of such telegram, telex, facsimile transmission or letter, provided, however, that such Note and form duly completed is received by the Paying Agent by such fifth Business Day. Exercise of the repayment option by the Holder shall be irrevocable. The repayment option with respect to this Note may be exercised by the Holder for less than the entire principal amount hereof, provided that the principal amount, if any, of this Note that remains outstanding after such repayment must be an authorized denomination as defined herein. The Company shall not be required to register the transfer or exchange of any Note following the receipt of a notice to repay a Note as described above. All questions as to the validity, eligibility (including time of receipt) and acceptance of any Note for repayment shall be determined by the Trustee, whose determination shall be final, binding and non-appealable. In the event of redemption or repayment of this Note in part only, a new Note or Securities of this series and of like tenor and for a principal amount equal to the unredeemed or unrepaid portion shall be delivered to the registered Holder upon the cancellation hereof. If this Note is an Amortizing Note as shown on the face hereof or in the pricing supplement attached hereto or delivered herewith, a portion or all of the principal amount of this Note is payable prior to the Stated Maturity Date in accordance with a schedule or by application of a formula.

Repayment. Unless one (a) The Borrower must repay all outstanding Interim Utilisations (together with all interest and all other unpaid amounts accrued or more Repayment Dates is specified above, this Note shall not be repayable at outstanding under or in connection with the option of Interim Finance Documents) on the Holder on any date prior to the Stated Maturity specified above. If one or more Repayment Dates (or ranges of Repayment Dates) are so specified, this Note is subject to repayment on any such date (or during any such rangethe Final Repayment Date) at which falls ninety (90) days after the option of the Holder at a price equal to 100% of the principal amount hereof Interim Closing Date or, if this Note is a Discounted Note earlier: (as specified i) in full on the face hereofdate of receipt by the Company of a written demand (the Acceleration Notice) from the Interim Facility Agent (acting on the instructions of the Majority Interim Lenders) following the occurrence of a Major Event of Default which is continuing requiring immediate prepayment and cancellation in full of the Interim Facilities; or (ii) in respect of an Interim Utilisation, the date of receipt by the Borrower or any Group Company of the proceeds from the first utilisation made under the equivalent Long-term Financing Agreement (free of any escrow or similar arrangements), the applicable Repayment Price specified on the face hereof (expressed as a percentage of the principal amount of this Note), together in the case of any such repayment with accrued interest to the Repayment Date, but interest installments whose Stated Maturity is prior to the Repayment Date shall be payable to the Holder extent of this Note, or one or more Predecessor Securities, of record at the close of business on the relevant Regular or Special Record Dates, all as provided in the Indenture. For this Note to be repaid at the option of the Holder, the Paying Agent must receive at least 30 days but not more than 60 days prior to the Repayment Date on which this Note is to be repaid, (a) appropriate wire transfer instructions and such proceeds. (b) either In addition and subject to paragraph (ih) this Note below, the Borrower must repay each outstanding Interim Revolving Facility Loan made to it on the last day of its Interest Period. (c) If an Interim Utilisation is, or is declared to be, due and payable, all interest and all other amounts accrued or outstanding in respect of that Interim Utilisation shall be immediately due and payable. (d) If an Interim Utilisation is, or is declared to be, due and payable on demand, all interest and all other amounts accrued or outstanding in respect of that Interim Utilisation shall be immediately due and payable on demand by the Interim Facility Agent on the instructions of the Majority Interim Lenders. (e) If an Interim Utilisation is, or is declared to be, due and payable, the Interim Facility Agent may, and shall if so directed by the Majority Interim Lenders, by notice to the Obligors' Agent, exercise or direct the Interim Security Agent to exercise any or all of its rights, remedies, powers or discretions under the Interim Finance Documents. (f) Any part of the Interim Revolving Facility which is repaid may be redrawn in accordance with the form entitled “Option to Elect Repayment” below duly completed or (ii) a telegram, telex, facsimile transmission or a letter from a member of a national securities exchange, or the Financial Industry Regulatory Authority, Inc. or a commercial bank or trust company in the United States setting forth the name of the Holder of this Note, the principal amount of this Note, the portion of principal amount of this Note to be repaid, the certificate number or a description of the tenor and terms of this Note, a statement that the option to elect repayment is being exercised thereby and a guarantee that this Note, together with the duly completed form entitled “Option to Elect Repayment” on this Note, shall be received by the Paying Agent not later than the fifth Business Day after the date of such telegram, telex, facsimile transmission or letter, provided, however, that such Note and form duly completed is received by the Paying Agent by such fifth Business Day. Exercise of the repayment option by the Holder shall be irrevocable. The repayment option with respect to this Note may be exercised by the Holder for less than the entire principal amount hereof, provided that the principal amount, if any, of this Note that remains outstanding after such repayment must be an authorized denomination as defined herein. The Company shall not be required to register the transfer or exchange of any Note following the receipt of a notice to repay a Note as described above. All questions as to the validity, eligibility (including time of receipt) and acceptance of any Note for repayment shall be determined by the Trustee, whose determination shall be final, binding and non-appealable. In the event of redemption or repayment of this Note in part only, a new Note or Securities of this series and of like tenor and for a principal amount equal to the unredeemed or unrepaid portion shall be delivered to the registered Holder upon the cancellation hereof. If this Note is an Amortizing Note as shown on the face hereof or in the pricing supplement attached hereto or delivered herewith, a portion or all of the principal amount of this Note is payable prior to the Stated Maturity Date in accordance with a schedule or by application of a formulaAgreement.

Repayment. Unless one or more Repayment Dates It is specified above, this Note shall not be repayable at the option intention of the Holder parties hereto that Swing A Loans are to be available to SunOpta pending the obtaining of an Advance under Facility A. Accordingly, if on any date Business Day the aggregate amount of all outstanding Swing A Loans equals or exceeds $3,000,000, the Swingline Lender will deliver a written notice to the Agent (which in turn will provide notice to, in accordance with the provisions of this Agreement, each of the Lenders which has a Commitment for Facility A) and to SunOpta, requiring repayment of all Swing A Loans then outstanding. Such written notice from the Swingline Lender to the Agent shall be delivered not later than 12:00 p.m. (Toronto time) one Business Day prior to the Stated Maturity proposed date of repayment of all Swing A Loans then outstanding and any repayment amount specified above. If one or more Repayment Dates in such notice shall be in a minimum amount of $1,000,000 and multiples of $100,000 (or ranges such other amount as may be applicable in the circumstances) in excess thereof. The Borrower shall be deemed to have given at such time a Notice of Repayment Dates) are so specifiedAdvance to the Agent requesting, this Note is subject as applicable, Prime Loans or USBR Loans under Facility A in an amount equal to the repayment on any amount specified by the Swingline Lender and the Lenders which have Commitments for Facility A shall, regardless of whether or not a Default or an Event of Default exists, make such date requested Loans (or during any such range) at provided that the option Canadian Dollar Amount of the Holder at a price equal to 100% of the principal amount hereof or, if this Note is a Discounted Note (as specified on the face hereof), the applicable Repayment Price specified on the face hereof (expressed as a percentage of the pro-rata principal amount of this Note), together in the case of any such repayment with accrued interest to the Repayment Date, but interest installments whose Stated Maturity is prior to the Repayment Date shall be payable to the Holder of this Note, or one or more Predecessor Securities, of record at the close of business on the relevant Regular or Special Record Dates, all as provided in the Indenture. For this Note to be repaid at the option of the Holder, the Paying Agent must receive at least 30 days but not more than 60 days prior to the Repayment Date on which this Note is to be repaid, (a) appropriate wire transfer instructions and (b) either (i) this Note with the form entitled “Option to Elect Repayment” below duly completed or (ii) a telegram, telex, facsimile transmission or a letter from a member of a national securities exchange, or the Financial Industry Regulatory Authority, Inc. or a commercial bank or trust company in the United States setting forth the name of the Holder of this Note, the principal amount of this Note, the portion of principal amount of this Note to be repaid, the certificate number or a description of the tenor and terms of this Note, a statement that the option to elect repayment is being exercised thereby and a guarantee that this Noterequested Loans, together with the duly completed form entitled “Option to Elect Repayment” on this NoteCanadian Dollar Amount of the pro-rata principal amount of all Advances outstanding under Facility A in respect of each Lender, shall be received by not exceed each such Lender's Facility A Commitment) on the Paying Agent not later than the fifth next Business Day after and the date Agent shall apply the proceeds thereof in repayment of such telegram, telex, facsimile transmission or letter, provided, however, that such Note and form duly completed is received by the Paying Agent by such fifth Business Day. Exercise of the repayment option by the Holder shall be irrevocableSwing A Loans then outstanding. The repayment option Agent shall promptly notify the Borrower of any such Loans made, and the Borrower agrees to accept each such Loan and hereby irrevocably authorizes and directs the Agent to apply the proceeds thereof in payment of Swing A Loans as aforesaid. The Swingline Lender shall not be under any obligation make any Swingline A Loan if a default of any Lender's obligations to fund or purchase its Rateable Portion under this Section 3.18 exists or any Lender is at such time a Defaulting Lender or an Impacted Lender hereunder, unless the Swingline Lender has entered into arrangements satisfactory to the Swingline Lender with the Borrowers or such Lender to eliminate the Swingline Lender's risk with respect to this Note may be exercised by such Lender. Without limiting the Holder for less than the entire principal amount hereof, provided that the principal amount, if any, of this Note that remains outstanding after such repayment must be an authorized denomination as defined herein. The Company shall not be required to register the transfer or exchange of any Note following the receipt of a notice to repay a Note as described above. All questions as to the validity, eligibility (including time of receipt) foregoing and acceptance of any Note for repayment shall be determined by the Trustee, whose determination shall be final, binding and non-appealable. In the event of redemption or repayment of this Note in part only, a new Note or Securities of this series and of like tenor and for a principal amount equal to the unredeemed or unrepaid portion shall be delivered to the registered Holder upon the cancellation hereof. If this Note is an Amortizing Note as shown on the face hereof or in the pricing supplement attached hereto or delivered herewith, a portion or all notwithstanding Article 5 of the principal amount of this Note is payable Provisions, prior to the Stated Maturity Date occurrence and continuation of any Event of Default, with respect to the Lenders, the Swingline Lender may obtain any payment in accordance any manner whatsoever in respect of Swing A Loans, retain such payment and apply same against Swing A Loans and other amounts owing in respect of Swing A Loans (including, without limitation, interest) and shall have no obligation to remit to or share with a schedule or by application of a formulaany Lender such payment.

Repayment. Unless one or more The Borrower hereby unconditionally promises to pay the Loans as follows: (i) to the Administrative Agent, for the account of each Lender of each Class, on each Repayment Dates is specified aboveDate in respect of such Lender, this Note shall not be repayable at the option an amount (subject to adjustment as provided in Section 2.09(g)) equal to 1/12th of the Holder aggregate principal amount of such Lender’s Syndicated Loans of such Class outstanding on the Existing Commitment Termination Date (with respect to the Non-Extending Lenders) or the Commitment Termination Date (with respect to the Extending Lenders) (in each case, after giving effect to any prepayment of Syndicated Loans of such Class on the Existing Commitment Termination Date or the Commitment Termination Date, as the case may be); provided that all Non-Extended Loans and Extended Loans outstanding on the Existing Maturity Date or the Maturity Date, respectively, shall be repaid on the Existing Maturity Date or the Maturity Date, respectively; ); and (ii) to the Swingline Lender the then unpaid principal amount of each Swingline Loan of each Class, on each of the following days: (a) the Existing Commitment Termination Date, (b) the Commitment Termination Date and (cb) the first date after such Swingline Loan is made that is the 15th or last day of a calendar month and is at least ten Business Days after such Swingline Loan is made; provided that on each date that a Syndicated Borrowing of such Class is made, the Borrower shall repay all Swingline Loans of such Class then outstanding. In addition, not less than five Business Days prior to the Stated Maturity specified above. If one or more Repayment Dates Commitment Termination Date, the Borrower shall deposit into the Letter of Credit Collateral Account (or ranges of Repayment Datesin accordance with Section 2.05(k)) are so specified, this Note is subject to repayment on any such date (or during any such range) at the option of the Holder at a price Cash in an amount equal to 100102% of the principal amount hereof or, if this Note is a Discounted Note (as specified on the undrawn face hereof), the applicable Repayment Price specified on the face hereof (expressed as a percentage of the principal amount of this Note), together in the case all Letters of any such repayment with accrued interest to the Repayment Date, but interest installments whose Stated Maturity is prior to the Repayment Date shall be payable to the Holder of this Note, or one or more Predecessor Securities, of record at Credit outstanding on the close of business on the relevant Regular or Special Record Dates, all as provided in the Indenture. For this Note to be repaid at the option of the Holder, the Paying Agent must receive at least 30 days but not more than 60 days date that is five Business Days prior to the Repayment Date on which this Note is Commitment Termination Date, such deposit to be repaid, (a) appropriate wire transfer instructions and (b) either (i) held by the Administrative Agent as collateral security for the LC Exposure under this Note with the form entitled “Option to Elect Repayment” below duly completed or (ii) a telegram, telex, facsimile transmission or a letter from a member of a national securities exchange, or the Financial Industry Regulatory Authority, Inc. or a commercial bank or trust company Agreement in the United States setting forth the name respect of the Holder of this Note, the principal amount of this Note, the undrawn portion of principal amount such Letters of this Note to be repaid, the certificate number or a description of the tenor and terms of this Note, a statement that the option to elect repayment is being exercised thereby and a guarantee that this Note, together with the duly completed form entitled “Option to Elect Repayment” on this Note, shall be received by the Paying Agent not later than the fifth Business Day after the date of such telegram, telex, facsimile transmission or letter, provided, however, that such Note and form duly completed is received by the Paying Agent by such fifth Business Day. Exercise of the repayment option by the Holder shall be irrevocable. The repayment option with respect to this Note may be exercised by the Holder for less than the entire principal amount hereof, provided that the principal amount, if any, of this Note that remains outstanding after such repayment must be an authorized denomination as defined herein. The Company shall not be required to register the transfer or exchange of any Note following the receipt of a notice to repay a Note as described above. All questions as to the validity, eligibility (including time of receipt) and acceptance of any Note for repayment shall be determined by the Trustee, whose determination shall be final, binding and non-appealable. In the event of redemption or repayment of this Note in part only, a new Note or Securities of this series and of like tenor and for a principal amount equal to the unredeemed or unrepaid portion shall be delivered to the registered Holder upon the cancellation hereof. If this Note is an Amortizing Note as shown on the face hereof or in the pricing supplement attached hereto or delivered herewith, a portion or all of the principal amount of this Note is payable prior to the Stated Maturity Date in accordance with a schedule or by application of a formulaCredit.

Repayment. Unless one (a) This note shall be due and payable on October 15, 2016, (the “Maturity Date”). The Maker may pre-pay all or more any portion of this Note at any time. Repayment Dates is specified above, of this Note shall not be repayable at governed by the terms set forth herein and in the Option Agreement referred to above. Accordingly, if the Holder elects to exercise the Option to purchase the Assets set forth in the Option Agreement, the Company shall have the right to credit the $60,000 option price set forth in the Option Agreement against the Principal amount of this Note and as a partial payment of this Note. (b) Repayment of the Principal and Interest accrued hereon shall be paid in lawful money of the United States of America. If a date for payment of Principal or Interest is a Legal Holiday, payment shall be made on the next succeeding day that is not a Legal Holiday, and Interest shall accrue for the intervening period. Holder shall surrender the Note to Solaris’ U.S. legal counsel on the Maturity Date for cancellation upon full and complete repayment of the Principal and Interest. (c) In the event that the Holder elects to convert the Principal amount of this Note into shares of Solaris’ common stock, then no re-capitalization, forward split or reverse split of the Solaris’ common stock to take effect hereafter shall have a dilutive effect on the number of shares that are to be issued as a result of such conversion. (d) The Holder has the right, in its sole discretion, on the Maturity Date and in lieu of payment in cash, to convert any date part of this Note into shares of Solaris’ common stock at a conversion price per share equal to the volume weighted average price of Solaris common stock for the ten (10) trading days immediately prior to the Stated Maturity specified abovedate the Holder delivers to Solaris a Notice of Election to Convert (as described below). If one or more Repayment Dates (or ranges of Repayment Dates) are so specified, The Holder shall exercise its right to convert this Note is subject or any part thereof, by delivering to repayment on any Solaris a Notice of Election to Convert in the form attached hereto as Exhibit A (the “Notice of Election to Convert”). The Holder shall provide this original Note to Solaris along with such date (or during any such range) at Notice of Election to Convert. In the option of case that the Holder at a price equal elects to 100% of convert the principal amount hereof or, if this Note is a Discounted Note (as specified on the face hereof), the applicable Repayment Price specified on the face hereof (expressed as a percentage of the principal amount of this Note), together in the case of any such repayment with accrued interest to the Repayment Date, but interest installments whose Stated Maturity is prior to the Repayment Date shall be payable to the Holder entire outstanding balance of this Note, or one or more Predecessor Securities, of record at then the close of business on Note shall be cancelled in whole. In the relevant Regular or Special Record Dates, all as provided in event that Holder elects to convert less than the Indenture. For this Note to be repaid at the option of the Holder, the Paying Agent must receive at least 30 days but not more than 60 days prior to the Repayment Date on which this Note is to be repaid, (a) appropriate wire transfer instructions and (b) either (i) this Note with the form entitled “Option to Elect Repayment” below duly completed or (ii) a telegram, telex, facsimile transmission or a letter from a member of a national securities exchange, or the Financial Industry Regulatory Authority, Inc. or a commercial bank or trust company in the United States setting forth the name of the Holder entire outstanding balance of this Note, then a new Note shall be reissued reflecting the principal amount of this Note, the portion of principal amount remaining balance of this Note to be repaid, the certificate number or a description of the tenor and terms of this Note, a statement that the option to elect repayment is being exercised thereby and a guarantee that this Note, together with the duly completed form entitled “Option to Elect Repayment” on this Note, shall be received by the Paying Agent not later than the fifth Business Day after the date of such telegram, telex, facsimile transmission or letter, provided, however, that such Note and form duly completed is received by the Paying Agent by such fifth Business Day. Exercise of the repayment option by the Holder shall be irrevocable. The repayment option with respect to this Note may be exercised by the Holder for less than the entire principal amount hereof, provided that the principal amount, if any, of this Note that remains outstanding after such repayment must be an authorized denomination as defined herein. The Company shall not be required to register the transfer or exchange of any Note following the receipt of a notice to repay a Note as described above. All questions as to the validity, eligibility (including time of receipt) and acceptance of any Note for repayment shall be determined by the Trustee, whose determination shall be final, binding and non-appealable. In the event of redemption or repayment of this Note in part only, a new Note or Securities of this series and of like tenor and for a principal amount equal to the unredeemed or unrepaid portion shall be delivered to the registered Holder upon along with the cancellation hereof. If this Note is an Amortizing Note common stock issued as shown on the face hereof or in the pricing supplement attached hereto or delivered herewith, a portion or all result of the principal amount Holder’s Notice of this Note is payable prior Election to the Stated Maturity Date in accordance with a schedule or by application of a formulaConvert.

Repayment. Unless one 4.1 Subject to Clauses 4.2 to 4.4, (a) the Loan (together with all interest accrued thereon and other amounts due or more Repayment Dates is specified above, this Note owing to the Lender in connection with the Loan) shall not be repayable in full by the Borrower on the Repayment Date and (b) the Lender and the Borrower acknowledge and agree that the Borrower does not have any other rights or obligations to prepay the Loan (or any portion of the Loan) prior to its Repayment Date. 4.2 Subject to Clause 4.5, the Loan may be prepaid at the option of the Holder Borrower, in whole, but not in part, on any date prior date, on giving not less than 15 nor more than 60 days' written notice (or such other period as may be agreed between the Borrower and the Lender) to the Stated Maturity specified above. If one or more Repayment Dates Lender, in accordance with Clause 14 (or ranges of Repayment DatesNotices) are so specified(which notice shall, this Note is subject to repayment on any such Clause 4.5, be irrevocable) at its outstanding principal amount, together with interest accrued and unpaid, if any, to the date (or during any such range) fixed for prepayment, if a Taxation Event occurs. 4.3 The Loan may be prepaid at the option of the Holder at a price equal Borrower, in whole but not in part, on any Optional Prepayment Date on the Borrower's giving not less than 15 nor more than 30 days' written notice (or such other period as may be agreed between the Borrower and the Lender) to 100% the Lender, in accordance with Clause 14 (Notices) (which notice shall be irrevocable and shall, subject to Clause 4.5, oblige the Borrower to prepay the Loan on such date). On such Optional Redemption Date, the Borrower shall, subject to Clause 4.5, prepay all of the Loan at its outstanding principal amount hereof ortogether with interest accrued thereon to such Optional Redemption Date. 4.4 Subject to Clause 4.5, the Borrower may, within 90 days of the occurrence of the relevant Capital Disqualification Event and on giving not less than 15 nor more than 60 days' written notice (or such other period as may be agreed between the Borrower and the Lender) to the Lender, in accordance with Clause 14 (Notices) (which notice shall, subject to Clause 4.5, be irrevocable), at its option, prepay all, but not some only, of the Loan at its outstanding principal amount, together with interest accrued and unpaid, if this Note is a Discounted Note any, to the date fixed for prepayment. 4.5 Unless the Loan has (as specified or will have on the face hereof)date fixed for prepayment) ceased fully to qualify as part of the Borrower's regulatory capital, the applicable Repayment Price specified on Borrower may only exercise any right to prepay the face hereof Loan pursuant to this Clause 4 if the Borrower has first: (expressed as a percentage of the principal amount of this Note), together a) in the case of any such repayment with accrued interest a prepayment pursuant to Clause 4.2 before the fifth anniversary of the Drawdown Date, demonstrated to the Repayment satisfaction of the Relevant Supervisor that the relevant Taxation Event is material and was not reasonably foreseeable on the Drawdown Date; (b) in the case of a prepayment pursuant to Clause 4.4 before the fifth anniversary of the Drawdown Date, but interest installments whose Stated Maturity is prior demonstrated to the Repayment Date satisfaction of the Relevant Supervisor that the relevant change in the regulatory classification of the Loan was not reasonably foreseeable on the Drawdown Date; and (c) in the case of all prepayments, obtained a Relevant Supervisory Consent. For these purposes, as between the Borrower and the Lender, the Borrower shall be payable deemed to have satisfied the Holder of this Note, or one or more Predecessor Securities, of record at the close of business on the relevant Regular or Special Record Dates, all as provided conditions set out in the Indenture. For this Note to be repaid at the option of the Holder, the Paying Agent must receive at least 30 days but not more than 60 days prior to the Repayment Date on which this Note is to be repaid, (a) appropriate wire transfer instructions and or (b) either above (ias applicable) this Note with for a prepayment pursuant to Clause 4.2, 4.2 or 4.4 (as the form entitled “Option case may be) if it has obtained a Relevant Supervisory Consent pursuant to Elect Repayment” below duly completed or (iic) above and a telegram, telex, facsimile transmission or a letter from a member of a national securities exchange, or the Financial Industry Regulatory Authority, Inc. or a commercial bank or trust company in the United States setting forth the name certificate signed by two authorised signatories of the Holder of this Note, the principal amount of this Note, the portion of principal amount of this Note to be repaid, the certificate number or Borrower stating that it has obtained a description of the tenor and terms of this Note, a statement that the option to elect repayment is being exercised thereby and a guarantee that this Note, together with the duly completed form entitled “Option to Elect Repayment” on this Note, Relevant Supervisory Consent shall be received by the Paying Agent not later than the fifth Business Day after the date of such telegram, telex, facsimile transmission or letter, provided, however, that such Note conclusive and form duly completed is received by the Paying Agent by such fifth Business Day. Exercise of the repayment option by the Holder shall be irrevocable. The repayment option with respect to this Note may be exercised by the Holder for less than the entire principal amount hereof, provided that the principal amount, if any, of this Note that remains outstanding after such repayment must be an authorized denomination as defined herein. The Company shall not be required to register the transfer or exchange of any Note following the receipt of a notice to repay a Note as described above. All questions as to the validity, eligibility (including time of receipt) and acceptance of any Note for repayment shall be determined by the Trustee, whose determination shall be final, binding and non-appealable. In the event of redemption or repayment of this Note in part only, a new Note or Securities of this series and of like tenor and for a principal amount equal to the unredeemed or unrepaid portion shall be delivered to the registered Holder upon the cancellation hereof. If this Note is an Amortizing Note as shown on the face hereof or in the pricing supplement attached hereto or delivered herewith, a portion or all of the principal amount of this Note is payable prior to the Stated Maturity Date in accordance with a schedule or by application of a formulaLender.

Repayment. Unless one If all or more Repayment Dates is specified above, this Note shall not be repayable at the option a portion of the Holder Reference Amount of any Reference Obligation is repaid, prepaid or otherwise reduced (including, without limitation, through any exercise by the Reference Entity of its right of set-off, reduction, or counterclaim that results in the satisfaction, on a ratable basis among Reference Holders, of the obligations of such Reference Entity to pay any date principal, interest or any other amount owing in respect of any Reference Obligation or any portion thereof, but excluding any portion of such principal constituting accreted Commercial Paper Discount) on or prior to the Stated Maturity specified above. If one Scheduled Termination Date (the amount of such repayment, prepayment or more Repayment Dates (or ranges of Repayment Dates) are so specifiedother reduction, this Note is subject to repayment on any such date (or during any such range) at a “Repayment”; the option portion of the Holder at related Reference Obligation so repaid, prepaid or otherwise reduced, a price “Repaid Obligation”; and the date of such repayment, prepayment or other reduction, the “Repayment Date”): (a) the Total Return Payment Date with respect to the Repaid Obligation will be the fifth Business Day next succeeding the Monthly Period in which the Repayment Date occurred; (b) as of the related Repayment Date, the Reference Amount of such Reference Obligation shall be decreased by an amount equal to 100% of the principal amount hereof or, if this Note is a Discounted Note (as specified on the face hereof), the applicable Repayment Price specified on the face hereof (expressed as a percentage of the principal amount of this Note), together the Repaid Obligation; and (c) the related Final Price of the Repaid Obligation shall be the amount of principal and premium (other than any premium included in the case definition of “Interest and Fee Amount” and any portion of such repayment with accrued interest principal constituting accreted Commercial Paper Discount, but including any principal representing capitalized or deferred interest) paid on the Repaid Obligation to the Reference Holder on such Repayment Date. Following any Repayment Date, but interest installments whose Stated Maturity is prior Barclays shall prepare and deliver to Counterparty a revised Trade Register Annex showing the Repayment Date revised Reference Amount for the related Reference Obligation; provided that any such change in the Reference Amount shall be payable to the Holder of this Note, effective whether or one or more Predecessor Securities, of record at the close of business on the relevant Regular or Special Record Dates, all as provided in the Indenture. For this Note to be repaid at the option of the Holder, the Paying Agent must receive at least 30 days but not more than 60 days prior to the Repayment Date on which this Note is to be repaid, (a) appropriate wire transfer instructions Barclays prepares and (b) either (i) this Note with the form entitled “Option to Elect Repayment” below duly completed or (ii) delivers a telegram, telex, facsimile transmission or a letter from a member of a national securities exchange, or the Financial Industry Regulatory Authority, Inc. or a commercial bank or trust company in the United States setting forth the name of the Holder of this Note, the principal amount of this Note, the portion of principal amount of this Note to be repaid, the certificate number or a description of the tenor and terms of this Note, a statement that the option to elect repayment is being exercised thereby and a guarantee that this Note, together with the duly completed form entitled “Option to Elect Repayment” on this Note, shall be received by the Paying Agent not later than the fifth Business Day after the date of such telegram, telex, facsimile transmission or letter, provided, however, that such Note and form duly completed is received by the Paying Agent by such fifth Business Day. Exercise of the repayment option by the Holder shall be irrevocable. The repayment option with respect to this Note may be exercised by the Holder for less than the entire principal amount hereof, provided that the principal amount, if any, of this Note that remains outstanding after such repayment must be an authorized denomination as defined herein. The Company shall not be required to register the transfer or exchange of any Note following the receipt of a notice to repay a Note as described above. All questions as to the validity, eligibility (including time of receipt) and acceptance of any Note for repayment shall be determined by the Trustee, whose determination shall be final, binding and non-appealable. In the event of redemption or repayment of this Note in part only, a new Note or Securities of this series and of like tenor and for a principal amount equal to the unredeemed or unrepaid portion shall be delivered to the registered Holder upon the cancellation hereof. If this Note is an Amortizing Note as shown on the face hereof or in the pricing supplement attached hereto or delivered herewith, a portion or all of the principal amount of this Note is payable prior to the Stated Maturity Date in accordance with a schedule or by application of a formularevised Trade Register Annex.

Repayment. Unless one or more Repayment Dates is specified above, this Note 6.1 The Borrower shall not be repayable at repay the option of the Holder Loan on any date prior to the Stated Maturity specified above. If one or more Repayment Dates (or ranges of Repayment Dates) are so specified, this Note is subject to repayment on any such date (or during any such range) at the option of the Holder at a price equal to 100% of the principal amount hereof or, if this Note is a Discounted Note (as specified on the face hereof), the applicable Repayment Price specified on the face hereof (expressed as a percentage of the principal amount of this Note), together demand and in the case of any such repayment with accrued interest to the Repayment Date, but interest installments whose Stated Maturity is prior to the Repayment Date shall be payable to the Holder of this Note, or one or more Predecessor Securities, of record at the close of business on the relevant Regular or Special Record Dates, all as provided in the Indenture. For this Note to be repaid at the option of the Holder, the Paying Agent must receive at least 30 days but not more than 60 days prior to the Repayment Date on which this Note is to be repaid, (a) appropriate wire transfer instructions and (b) either (i) this Note accordance with the form entitled “Option to Elect Repayment” below duly completed or (ii) a telegram, telex, facsimile transmission or a letter from a member of a national securities exchange, or the Financial Industry Regulatory Authority, Inc. or a commercial bank or trust company in the United States setting forth the name of the Holder of this Note, the principal amount of this Note, the portion of principal amount of this Note to be repaid, the certificate number or a description of the tenor and terms of this NoteAgreement. Credit for all payments by cheque, bank draft, RTGS will be given on realisation of the amount or the relative due date, whichever is later. Any payment which is due to be made on a statement day that the option to elect repayment is being exercised thereby and not a guarantee that this Note, together with the duly completed form entitled “Option to Elect Repayment” on this Note, Business Day shall be received made on the immediately preceding Business Day. 6.2 The Borrower agrees to accept the statement of account sent by the Paying Agent not later than Bank or by any other authorised representative of the fifth Bank as conclusive proof of the correctness of any sum claimed to be due by the Bank from the Borrower unless any discrepancy is highlighted by the Borrower withinseven (7) Business Day after Days of receipt the statement. 6.3 The Bank may, in its discretionand subject to no Event of Defaulthaving occurred and is continuing and at the request of the Borrower, rollover/extend/continue the Facilities or any part thereof for such period and in such event all terms as applicable for such Facilities shall mutatis mutandis apply for the rollover/extended portion of the Facilities. 6.4 The Bank may at any time and from time to time, at its sole discretion, review the Facilities or any part thereof and demand repayment along with all interest due and payable and all liabilities and other obligations of the Borrower thereunder to the Bank including interest, and other charges shall become due and payable by the Borrower immediately to the Bank. 6.5 In case any Loan or part thereof is disbursed or converted into foreign currency, the Borrower shall, as may be required by the Bank, repay the Loan or any part thereof so disbursed or converted, in the same currency in which it has been disbursed/converted, as the case may be, or in the Indian Rupee equivalent of the amount disbursed/converted, as the case may be, under the Loan, as on the date of such telegram, telex, facsimile transmission or letter, provided, however, that such Note and form duly completed is received by the Paying Agent by such fifth Business Day. Exercise of the repayment option by the Holder shall be irrevocable. The repayment option with respect to this Note may be exercised by the Holder for less than the entire principal amount hereof, provided that the principal amount, if any, of this Note that remains outstanding after such repayment must be an authorized denomination as defined herein. The Company shall not be required to register the transfer or exchange of any Note following the receipt of a notice to repay a Note as described above. All questions as to the validity, eligibility (including time of receipt) and acceptance of any Note for repayment shall be determined by the Trustee, whose determination shall be final, binding and non-appealable. In the event of redemption or repayment of this Note in part only, a new Note or Securities of this series and of like tenor and for a principal amount equal to the unredeemed or unrepaid portion shall be delivered to the registered Holder upon the cancellation hereof. If this Note is an Amortizing Note as shown on the face hereof or in the pricing supplement attached hereto or delivered herewith, a portion or all of the principal amount of this Note is payable prior to the Stated Maturity Date in accordance with a schedule or by application of a formula.

Repayment. Unless one or more Repayment Dates is specified above, this Note shall not be repayable at the option (i) The unpaid principal amount of the Holder on any date Initial Notes, all accrued and unpaid interest, and all other amounts owed in connection with the Initial Notes shall be paid in full no later than the Initial Notes Maturity Date. The unpaid principal amount of the Additional Notes, all accrued and unpaid interest, and all other amounts owed in connection with the Additional Notes shall be paid in full no later than the Additional Notes Maturity Date. (ii) In the event that, prior to the Stated Maturity specified above. If one or more Repayment Dates (or ranges of Repayment Dates) are so specified, this Note is subject to repayment on any such date (or during any such range) at the option 18-month anniversary of the Holder Initial Closing Date, (a) a judgment is entered in the BDT Litigation or (b) the BDT Litigation is settled, or otherwise resolved, the Company may, at a price equal its option by written notice delivered to the Purchasers within 30 days after the receipt by the Company of any cash payable in respect of such judgment, order, settlement or resolution, prepay the Initial Notes, at 100% of the principal amount hereof orbeing prepaid, if this Note is a Discounted Note in an amount equal to the lesser of (as specified on x) the face hereof), the applicable Repayment Price specified on the face hereof (expressed as a percentage amount of the cash received by the Company pursuant to such judgment, order, settlement or resolution and (y) fifty percent (50%) of the original principal amount of this Note), the Initial Notes originally issued hereunder together in the case of any such repayment with accrued and unpaid interest thereon, in each case in consideration for the payment of an amount equal to $2.00 (as adjusted from time to time for stock splits, stock dividends, subdivisions, combinations, reclassifications, recapitalizations and the Repayment Date, but like) times the number of shares of Common Stock into which such principal and accrued and unpaid interest installments whose Stated Maturity is prior to the Repayment Date shall be payable to the Holder being prepaid are convertible as of this Note, or one or more Predecessor Securities, of record at the close of business on the relevant Regular or Special Record Dates, all as provided in the Indenture. For this Note to be repaid at the option of the Holder, the Paying Agent must receive at least 30 days but not more than 60 days prior to the Repayment Date on which this Note is to be repaid, (a) appropriate wire transfer instructions and (b) either (i) this Note with the form entitled “Option to Elect Repayment” below duly completed or (ii) a telegram, telex, facsimile transmission or a letter from a member of a national securities exchange, or the Financial Industry Regulatory Authority, Inc. or a commercial bank or trust company in the United States setting forth the name of the Holder of this Note, the principal amount of this Note, the portion of principal amount of this Note to be repaid, the certificate number or a description of the tenor and terms of this Note, a statement that the option to elect repayment is being exercised thereby and a guarantee that this Note, together with the duly completed form entitled “Option to Elect Repayment” on this Note, shall be received by the Paying Agent not later than the fifth Business Day after the date of such telegram, telex, facsimile transmission prepayment. On or letter, provided, however, prior to the date that such Note and form duly completed is received by ninety (90) days following the Paying Agent by such fifth Business Day. Exercise consummation of the repayment option by Tandberg Acquisition, the Holder Company may, at its option, prepay the Additional Notes in full or in part, together with all accrued and unpaid interest on the principal amount so prepaid. Other than as set forth in this Section 2.3(ii), the Notes may not be voluntarily prepaid. (iii) If the Notes are accelerated following the occurrence of an Event of Default pursuant to Section 8 hereof, then the Company, in addition to any other amounts which may be due and owing hereunder, shall immediately pay to the Holders, in accordance with their pro rata shares thereof, the unpaid principal amount of the Notes, all accrued and unpaid interest, and all other amounts owed in connection with the Notes. (iv) All payments in respect of the Notes shall be irrevocablepaid to the Holders on a pro rata basis. The repayment option with respect Except as expressly set forth herein, all payments made on account of the Notes shall be applied first to this Note may be exercised by the Holder for less than payment of any costs of enforcement then due hereunder, second to the entire principal amount hereofpayment of accrued and unpaid interest then due hereunder, provided that and the principal amountremainder, if any, shall be applied to the unpaid principal balance of this Note that remains outstanding the Notes. The Company’s obligations under the Notes shall be paid without deduction, set off or recoupment and are absolute and irrevocable. (v) If any party to the Acquisition Agreement terminates the Acquisition Agreement pursuant to Article 10 of the Acquisition Agreement, the Company shall, no later than ninety (90) days after such repayment must be an authorized denomination as defined herein. The Company shall not be required to register termination, prepay the transfer or exchange of any Note following the receipt of a notice to repay a Note as described above. All questions as to the validityAdditional Notes in full, eligibility (including time of receipt) together with all accrued and acceptance of any Note for repayment shall be determined by the Trustee, whose determination shall be final, binding and non-appealable. In the event of redemption or repayment of this Note in part only, a new Note or Securities of this series and of like tenor and for a principal amount equal to the unredeemed or unrepaid portion shall be delivered to the registered Holder upon the cancellation hereof. If this Note is an Amortizing Note as shown on the face hereof or in the pricing supplement attached hereto or delivered herewith, a portion or all of the principal amount of this Note is payable prior to the Stated Maturity Date in accordance with a schedule or by application of a formulaunpaid interest thereon.

Repayment. Unless one or more 3.1 Borrower shall repay the entire Loan, with all accrued Interest, in a single, cash payment to Lender, no later than the 4 month anniversary of the Loan Date (the “Repayment Dates is specified aboveDate”). 3.2 Notwithstanding the foregoing, this Note shall not be repayable and notwithstanding Lender’s declaration that, as at the option date hereof, he would prefer for the Loan to be repaid in cash, Lender nevertheless agrees that Borrower may elect to effect repayment of any part, or all, of the Holder on any date prior Loan and/or accrued Interest, to the Stated Maturity specified above. If one or more Repayment Dates (or ranges of Repayment Dates) are so specifiedLender, this Note is subject to repayment on any such date (or during any such range) at the option of the Holder at a price equal to 100% of the principal amount hereof or, if this Note is a Discounted Note (as specified on the face hereof), the applicable Repayment Price specified on the face hereof (expressed as a percentage of the principal amount of this Note), together in the case of any such repayment with accrued interest to no later than the Repayment Date, but interest installments whose Stated Maturity by means of the issue to Lender of shares of Borrower’s common stock. The purchase price of each share so issued shall be deemed to be the same price per share as in the Rights Offering (the “Price Per Share”), such that the outstanding balance of the Loan plus accrued Interest shall be reduced, at the time of issue of such shares, by the quantity of shares so issued multiplied by the Price Per Share. If, for example, the Price Per Share is prior to $0.04 and if the Repayment Date shall falls exactly on the 4 month anniversary of the Loan Date, and the outstanding balance of the Loan plus the accrued Interest is $204,000, then the issue, on that date, of 5,100,000 shares of Borrower’s common stock, to Lender’s order, as set forth herein, would constitute full repayment of the Loan and all accrued Interest. For any sums that may be payable by Lender in the Rights Offering, in respect of shares which Lender may subscribe for in such Rights Offering, up to the Holder of total amount then owed by Borrower to Lender under this NoteAgreement, Lender, or one Borrower, may elect, by written notice to the other, that such sums be offset against the outstanding balance of the Loan and accrued Interest then owed to Lender. 3.3 If Borrower elects to repay any part of the Loan and/or accrued Interest by means of the issue of shares as set forth in Section 3.2 above, then the shares must be duly issued in Lender’s name, or more Predecessor Securitiesto his order, of record at the close of business on the relevant Regular and registered in Lender’s name, or Special Record Datesto his order, in Borrower’s share register, and duly executed share certificates must be delivered to Lender, or to his order, all no later than the Repayment Date. 3.4 For avoidance of any doubt, Borrower undertakes to fully repay the Loan and all accrued Interest, no later than the Repayment Date, either by means of a cash payment as provided set forth in the Indenture. For this Note Section 3.1 above, or by means of a share issue, as set forth in Sections 3.2 and 3.3 above, or by means of a combination of such cash payment and such share issue. 3.5 Borrower may at any time prepay to be repaid at the option Lender any part of the Holder, the Paying Agent must receive at least 30 days but not more than 60 days prior to the Repayment Date on which this Note is to be repaid, (a) appropriate wire transfer instructions and (b) either (i) this Note with the form entitled “Option to Elect Repayment” below duly completed or (ii) a telegram, telex, facsimile transmission or a letter from a member of a national securities exchange, or the Financial Industry Regulatory Authority, Inc. or a commercial bank or trust company in the United States setting forth the name outstanding balance of the Holder of this NoteLoan and accrued Interest, the principal amount of this Note, the portion of principal amount of this Note to be repaid, the certificate number or a description by any of the tenor and methods set forth in Section 3.4 above. 3.6 Without derogating from any statutory remedies and/or other remedies available under the terms of this NoteAgreement, a statement that if Borrower is in default under this Agreement and does not fully repay the option to elect repayment is being exercised thereby Loan and a guarantee that this Noteaccrued Interest in the manner set forth above, together with the duly completed form entitled “Option to Elect Repayment” on this Note, shall be received by the Paying Agent not no later than the fifth Business Day after the date Repayment Date, then Lender shall be entitled to elect, by means of such telegramwritten notice to Borrower, telex, facsimile transmission or letter, provided, however, that such Note and form duly completed is received by the Paying Agent by such fifth Business Day. Exercise whether repayment of the repayment option by outstanding balance of the Holder shall be irrevocable. The repayment option with respect to this Note may be exercised by the Holder for less than the entire principal amount hereof, provided that the principal amount, if any, of this Note that remains outstanding after such repayment Loan and accrued Interest must be an authorized denomination as defined herein. The Company shall not be required to register the transfer or exchange made by means of any Note following the receipt of a notice to repay a Note as described above. All questions as to the validitycash payment, eligibility (including time of receipt) and acceptance of any Note for repayment shall be determined by the Trustee, whose determination shall be final, binding and non-appealable. In the event of redemption or repayment of this Note in part only, a new Note or Securities of this series and of like tenor and for a principal amount equal to the unredeemed or unrepaid portion shall be delivered to the registered Holder upon the cancellation hereof. If this Note is an Amortizing Note as shown on the face hereof or in the pricing supplement attached hereto or delivered herewith, a portion or all of the principal amount of this Note is payable prior to the Stated Maturity Date in accordance with a schedule or by application means of share issue under the principles outlined above, or by a formulacombination of these methods, and Borrower undertakes to comply with such election by Lender.

Repayment. Unless one 6.1.1 The Borrower(s) shall, if not demanded earlier by the Bank, repay the Facilities/ Individual Facility together with the interest that is due from time to time in accordance with the repayment schedule specified in the Facility Letter, without any demur, protest or more Repayment Dates is specified abovedefault and without claiming any set-off or counterclaim or withholding or deduction (save as required by law in which case the amount payable by the Borrower to the Bank shall be increased to the amount which after making such deduction or withholding equals the original due amount as if no withholding or deduction were required), on the respective Due Date(s) and in accordance with this Agreement . For clarity, this Note shall not be repayable at applies even to term loans, short term loans, working capital term loans, working capital demand loans, buyer’s credit or other Facilities even if there are no Special Provisions Relating to the option Product for any of them. Provided that if the amount of the Holder on any date prior to Facility actually disbursed is less than the Stated Maturity specified above. If one or more Repayment Dates (or ranges of Repayment Dates) are so specified, this Note is subject to repayment on any such date (or during any such range) at Facilities amount then the option of the Holder at a price equal to 100% of the principal amount hereof or, if this Note is a Discounted Note (as specified on the face hereof), the applicable Repayment Price specified on the face hereof (expressed as a percentage of the principal amount of this Note), together in installments payable as aforesaid shall be reduced prorate but the case of any such repayment with accrued interest to the Repayment Date, but interest installments whose Stated Maturity is prior to the Repayment Date same shall be payable on the stipulated days mentioned in the Facility Letter or the period of repayment shall be correspondingly reduced as the Bank may decide in its discretion and notify the Borrower in writing. 6.1.2 Notwithstanding anything to the Holder contrary, the Bank shall in its absolute discretion or as per the guidelines/ directions/rules/ regulations/ law issued/ notified by RBI and/or any other statutory or regulatory authority and any other law in force including but not limited to, any tax law modify the repayment schedule including increase/ reduce the amount/ number of installments and/or and in all such cases the repayment schedule shall be deemed to be read and construed accordingly. 6.1.3 If any payment under this Note, Agreement is required to be made on or one before a day which is not a Business Day or more Predecessor Securities, of record at within a period which ends on a day which is not a Business Day then the close of business Borrower shall be required to make the payment on the relevant Regular or Special Record Datesimmediately preceding Business Day, all as provided in the Indenture. For this Note to be repaid at the option of the Holder, the Paying Agent must receive at least 30 days but not more than 60 days prior to the Repayment Date on which this Note is to be repaid, (a) appropriate wire transfer instructions and (b) either (i) this Note with the form entitled “Option to Elect Repayment” below duly completed or (ii) a telegram, telex, facsimile transmission or a letter from a member of a national securities exchange, or the Financial Industry Regulatory Authority, Inc. or a commercial bank or trust company in the United States setting forth the name of the Holder of this Note, the principal amount of this Note, the portion of principal amount of this Note to be repaid, the certificate number or a description of the tenor and terms of this Note, a statement that the option to elect repayment is being exercised thereby and a guarantee that this Note, together with the duly completed form entitled “Option to Elect Repayment” on this Note, shall be received by the Paying Agent not later than the fifth Business Day after the date of such telegram, telex, facsimile transmission or letter, provided, however, that in such Note case the Borrower shall pay interest with monthly rests or such other rests upto the date when payment is due or payment was actually due. 6.1.4 The Borrower shall keep itself informed of the Due Date(s) and form duly completed is received payment obligations pursuant thereto including amount and frequency of installments and variations thereto 6.1.5 If required by the Paying Agent by such fifth Business Day. Exercise Bank at any time during the currency of the repayment option Facilities so sanctioned by the Holder shall be irrevocable. The repayment option with respect Bank to this Note may be exercised the Borrower and for the due discharge of the liabilities undertaken by the Holder for less than Borrower, the entire principal amount hereof, provided that the principal amount, if any, of this Note that remains outstanding after such repayment must be an authorized denomination as defined herein. The Company Borrower shall not be required to register the transfer or exchange of any Note following the receipt of a notice to repay a Note as described above. All questions as provide to the validityBank such payment instruments modes including undated/ post-dated cheques, eligibility (including time of receipt) and acceptance of any Note for repayment shall be determined by standing instructions, electronic clearing service mandates as the Trustee, whose determination shall be final, binding and non-appealable. In the event of redemption or repayment of this Note in part only, a new Note or Securities of this series and of like tenor and for a principal amount equal to the unredeemed or unrepaid portion shall be delivered to the registered Holder upon the cancellation hereof. If this Note is an Amortizing Note as shown on the face hereof or in the pricing supplement attached hereto or delivered herewith, a portion or all of the principal amount of this Note is payable prior to the Stated Maturity Date in accordance with a schedule or by application of a formulacase may be.