Common use of Term and Prepayment Clause in Contracts

Term and Prepayment. (a) The principal amount of each Advance, together with all accrued but unpaid interest, bonus and other costs or charges payable hereunder from time to time in connection with such Advance (collectively in respect of all Advances, the "Outstanding Balance"), will be immediately due and payable by the Borrower to the Lender on April 26, 2007 (the “Repayment Date”). (b) Notwithstanding paragraph (a) hereof, the Outstanding Balance, will be immediately due and payable by the Borrower to the Lender on the earlier of: (i) the date of any change of control of the Borrower ("control" being defined as ownership of or control or direction over, directly or indirectly, 20% or more of the outstanding voting securities of the Borrower); or (ii) the occurrence of an Event of Default, as defined in paragraph 11 hereof. (c) If after the Initial Advance of the Loan, the Borrower or any of its Subsidiaries sell or otherwise dispose of any assets outside of the ordinary course of business, close one or more equity or debt financings, the Borrower will pay or cause to be paid to the Lender all proceeds from such sale, disposition or financing, net of legal fees, financing fees and any other actual out-of-pocket costs incurred by the Borrower in connection with such sale or financing, up to the full amount of the Outstanding Balance, to be applied on account of the Loan, after settlement of any amounts outstanding under the Quest Capital Corp. loan agreement. (d) The Borrower may prepay the Loan or the Outstanding Balance in respect of the Advance, in either case in whole at any time before maturity, without notice or penalty, provided that such prepayment is made on the last Business Day of the calendar month and the Borrower has provided to a Lender not less than ten (10) Business Days’ prior written notice of its intention to prepay the Loan, after settlement of any amounts outstanding under the Quest Capital Corp. loan agreement.