Common use of Prepayment Clause in Contracts

Prepayment. Except as otherwise expressly stated in Articles 2 and 3 hereof, upon not less than thirty (30) days prior notice to Lender, Borrower may prepay the Loan and any other amounts then due and payable under this Agreement and other Loan Documents in whole but not in part, upon payment of a prepayment fee (the “Prepayment Fee”) equal to, as applicable, (i) for any Prepayment Date occurring prior to the Seventh (7th) Loan Year, the Yield Maintenance Amount, (ii) for any Prepayment Date occurring on or after the date set forth in clause (i) above, but prior to the eighth (8th) Loan Year, two percent (2.0%) of the amount of Principal Balance being prepaid on such Prepayment Date; and (iii) for any Prepayment Date occurring on or after the date set forth in clause (ii) above, but prior to the ninth (9th) Loan Year, one percent (1.0%) of the amount of Principal Balance being prepaid on such Prepayment Date. Thereafter, upon not less than thirty (30) days’ prior notice to Lender, Borrower may prepay the Loan and any other amounts then due and payable under this Agreement and other Loan Documents in whole but not in part, without Prepayment Fee. The Prepayment Fee shall be due and payable upon any acceleration or prepayment of the Loan, whether voluntary, involuntary, as a result of, or otherwise in connection with, a Creditors’ Rights Law proceeding or upon occurrence of an Event of Default, and Lender shall not be obligated to accept any prepayment unless it is accompanied by all accrued interest due under the Loan Documents and all other Obligations of Borrower due under the Loan Documents, together with an amount equal to the applicable Prepayment Fee. Such amounts may be applied by Lender in such order and priority as Lender shall determine. The parties hereto acknowledge and agree that the damages that Xxxxxx would suffer as a result of the Loan being prepaid are difficult or impossible to ascertain and, therefore, agree that the aforesaid Prepayment Fee is a reasonable approximation of such damages and does not constitute a penalty. Xxxxxx is not obligated hereunder or under any of the other Loan Documents to re-advance to Borrower any sums prepaid by Xxxxxxxx, whether prepaid voluntarily or involuntarily. If for any reason Borrower prepays the Loan on a date other than a Payment Date, Borrower shall also pay to Lender, in addition to any other amounts required under this Section 2.3(d), all interest which would have accrued on the prepayment amount from the Prepayment Date until (but not including) the next succeeding Payment Date.

Prepayment. Except Notwithstanding anything to the contrary contained in this Note, so long as otherwise expressly stated in Articles 2 the Borrower has not received a Notice of Conversion from the Holder, then at any time during the period beginning on the Issue Date and 3 ending on the date which is one hundred twenty (120) days following the date hereof, upon the Borrower shall have the right, exercisable on not less than thirty three (303) days Trading Days prior written notice to Lender, Borrower may the Holder of the Note to prepay the Loan outstanding Note (principal and any other amounts then due accrued interest), in full, in accordance with this Section 1.9. Any notice of prepayment hereunder (an “Optional Prepayment Notice”) shall be delivered to the Holder of the Note at its registered addresses and payable under this Agreement shall state: (1) that the Borrower is exercising its right to prepay the Note, and other Loan Documents in whole but (2) the date of prepayment which shall be not in part, upon payment more than three (3) Trading Days from the date of a the Optional Prepayment Notice. On the date fixed for prepayment fee (the “Optional Prepayment FeeDate”), the Borrower shall make payment of the Optional Prepayment Amount (as defined below) to or upon the order of the Holder as specified by the Holder in writing to the Borrower at least one (1) business day prior to the Optional Prepayment Date. If the Borrower exercises its right to prepay the Note, the Borrower shall make payment to the Holder of an amount in cash (the “Optional Prepayment Amount”) equal toto 150%, as applicable, multiplied by the sum of: (iw) for any the then outstanding principal amount of this Note plus (x) accrued and unpaid interest on the unpaid principal amount of this Note to the Optional Prepayment Date occurring plus (y) Default Interest, if any, on the amounts referred to in clauses (w) and (x) plus (z) any amounts owed to the Holder pursuant to Sections 1.3 and 1.4(g) hereof. If the Borrower delivers an Optional Prepayment Notice and fails to pay the Optional Prepayment Amount due to the Holder of the Note within two (2) business days following the Optional Prepayment Date, the Borrower shall forever forfeit its right to prepay the Note pursuant to this Section 1.9. Notwithstanding any to the contrary stated elsewhere herein, at any time during the period beginning on the date which is one hundred twenty-one (121) days from the issue date and ending one hundred eighty (180) days following the issue date, the Borrower shall have the right, exercisable on not less than three (3) Trading Days prior written notice to the Holder of the Note to prepay the outstanding Note (principal and accrued interest), in full, in accordance with this Section 1.9. Any notice of prepayment hereunder (an “Optional Prepayment Notice”) shall be delivered to the Holder of the Note at its registered addresses and shall state: (1) that the Borrower is exercising its right to prepay the Note, and (2) the date of prepayment which shall be not more than three (3) Trading Days from the date of the Optional Prepayment Notice. On the date fixed for prepayment (the “Optional Prepayment Date”), the Borrower shall make payment of the Second Optional Prepayment Amount (as defined below) to or upon the order of the Holder as specified by the Holder in writing to the Borrower at least one (1) business day prior to the Seventh (7th) Loan Year, the Yield Maintenance Amount, (ii) for any Prepayment Date occurring on or after the date set forth in clause (i) above, but prior to the eighth (8th) Loan Year, two percent (2.0%) of the amount of Principal Balance being prepaid on such Prepayment Date; and (iii) for any Prepayment Date occurring on or after the date set forth in clause (ii) above, but prior to the ninth (9th) Loan Year, one percent (1.0%) of the amount of Principal Balance being prepaid on such Optional Prepayment Date. Thereafter, upon not less than thirty (30) days’ prior notice If the Borrower exercises its right to Lender, Borrower may prepay the Loan Note, the Borrower shall make payment to the Holder of an amount in cash (the “Second Optional Prepayment Amount”) equal to 175%, multiplied by the sum of: (w) the then outstanding principal amount of this Note plus (x) accrued and unpaid interest on the unpaid principal amount of this Note to the Optional Prepayment Date plus (y) Default Interest, if any, on the amounts referred to in clauses (w) and (x) plus (z) any other amounts then owed to the Holder pursuant to Section 1.4(g) hereof. If the Borrower delivers an Optional Prepayment Notice and fails to pay the Second Optional Prepayment Amount due and payable under this Agreement and other Loan Documents in whole but not in part, without Prepayment Fee. The Prepayment Fee shall be due and payable upon any acceleration or prepayment to the Holder of the LoanNote within two (2) business days following the Optional Prepayment Date, whether voluntary, involuntary, as a result of, or otherwise in connection with, a Creditors’ Rights Law proceeding or upon occurrence the Borrower shall forever forfeit its right to prepay the Note pursuant to this Section 1.9. After the expiration of an Event of Default, and Lender shall not be obligated to accept any prepayment unless it is accompanied by all accrued interest due under one hundred eighty (180) days following the Loan Documents and all other Obligations of Borrower due under the Loan Documents, together with an amount equal to the applicable Prepayment Fee. Such amounts may be applied by Lender in such order and priority as Lender shall determine. The parties hereto acknowledge and agree that the damages that Xxxxxx would suffer as a result date of the Loan being prepaid are difficult or impossible to ascertain andNote, therefore, agree that the aforesaid Prepayment Fee is a reasonable approximation of such damages and does not constitute a penalty. Xxxxxx is not obligated hereunder or under any of the other Loan Documents to re-advance to Borrower any sums prepaid by Xxxxxxxx, whether prepaid voluntarily or involuntarily. If for any reason Borrower prepays the Loan on a date other than a Payment Date, Borrower shall also pay to Lender, in addition to any other amounts required under this Section 2.3(d), all interest which would have accrued on the prepayment amount from the Prepayment Date until (but not including) the next succeeding Payment Dateno right of prepayment.

Prepayment. Except as otherwise expressly stated in Articles 2 and 3 hereof, upon not less than thirty (30) days prior notice On any installment payment date additional payments may be made to Lender, Borrower may prepay the Loan and any other amounts then due and payable under this Agreement and other Loan Documents in whole but not in part, upon payment of be credited to principal. Xxxxxxxx agrees to a prepayment fee premium of five percent (the “Prepayment Fee”5.0%) equal to, as applicable, of any additional principal amount paid in year one; four percent (i4%) for any Prepayment Date occurring prior to the Seventh in year two three percent (7th3.0%) Loan Year, the Yield Maintenance Amount, (ii) for any Prepayment Date occurring on or after the date set forth in clause (i) above, but prior to the eighth (8th) Loan Year, year three; two percent (2.0%) of the amount of Principal Balance being prepaid on such Prepayment Date; in year four, and (iii) for any Prepayment Date occurring on or after the date set forth in clause (ii) above, but prior to the ninth (9th) Loan Year, one percent (1.0%) in year five. After the fifth year Borrower shall have the right to make any prepayment of principal without a premium cost. Prepayments shall be credited to installments of principal in the amount inverse order of Principal Balance being their maturity. Monthly payments shall not be reduced as a result of any prepayments. To the extent permitted by law, the foregoing prepayment premium shall be payable regardless of whether the loan is prepaid on such Prepayment Datevoluntarily or involuntarily. ThereafterAny prepaid amounts specified in a notice of prepayment, upon not less than thirty (30) days’ prior notice to Lenderas aforesaid, Borrower may prepay the Loan and any other amounts then shall become due and payable at the time provided in said notice. Xxxxxxxx agrees that if, and as often as, this Note is placed in the hands of an attorney for collection or to defend or enforce any of the Lender’s rights hereunder or under any instrument securing payment of this Agreement Note, Borrower shall pay the Lender its reasonable attorneys’ fees and all court costs and other Loan Documents expenses incurred in whole but not in part, without Prepayment Feeconnection therewith. The Prepayment Fee shall be due and payable upon any acceleration or prepayment It is expressly understood that time is of the Loanessence of this Note, whether voluntaryand if the Borrower shall fail to pay, involuntarywithin ten (10) days of when due, as a result ofany amount payable under the provisions of this Note or fail to perform any other obligation to the Lender, or otherwise in connection with, a Creditors’ Rights Law proceeding or upon the occurrence of an Event of Default, and Lender shall not be obligated to accept any prepayment unless it is accompanied by all accrued interest due Default under the Loan Documents Agreement such event shall constitute a default hereunder (any of the foregoing being hereinafter referred to as “Default”). Upon Default (i) this Note and all other Obligations liabilities together with all accrued but unpaid interest hereon and thereon, at the option of the Lender, and without notice, demand or presentment, or notice of intent to accelerate to the Borrower or any other person or party, unless specifically provided in the Agreement, may be declared, and thereupon immediately shall become, due and payable; and (ii) the Lender may exercise, from time to time, any and all other rights, remedies and recourses now or hereafter existing in equity, at law, herein or under the Agreement, any other Loan Documents between Borrower and Lender, by virtue of statute or otherwise, including but not limited to, all rights and remedies available to it under the Uniform Commercial Code as in effect from time to time in the State of Oklahoma as the Lender may elect, and the right to foreclose any and all liens and security interests securing this Note. Notwithstanding anything herein or in the Agreement to the contrary, this Note and all other liabilities of Borrower to Lender, at the option of Lender, may be accelerated, without notice or demand of any kind in the event Borrower fails to make when due any payments to Lender as required herein or in the Agreement. The invalidity, or unenforceability in particular circumstances, of any provision of this Note shall not extend beyond such provision or circumstances, and no other provision of this instrument shall be affected thereby. Borrower expressly stipulates and agrees that it is the intent of Borrower and Lender at all times to comply with applicable state law or applicable United States federal law (to the extent that it permits Lender to contract for, charge, take, reserve, or receive a greater amount of interest than under state law) and that this section shall control every other covenant and agreement in this Note and the other Loan Documents. If the applicable law (state or federal) is ever judicially interpreted so as to render usurious any amount called for under the Loan Documents, together with an amount equal to the applicable Prepayment Fee. Such amounts may be applied by Lender in such order and priority as Lender shall determine. The parties hereto acknowledge and agree that the damages that Xxxxxx would suffer as a result of the Loan being prepaid are difficult or impossible to ascertain and, therefore, agree that the aforesaid Prepayment Fee is a reasonable approximation of such damages and does not constitute a penalty. Xxxxxx is not obligated hereunder Note or under any of the other Loan Documents, or contracted for, charged, taken, reserved, or received with respect to the Note, or if Lender’s exercise of the option to accelerate the maturity of the Note, or if any prepayment by Borrower results in Borrower having paid any interest in excess of that permitted by applicable law, then it is Borrower’s and Lender’s express intent that all excess amounts theretofore collected by Lender shall be credited on the principal balance of the Note (or, if the Note has been or would thereby be paid in full, refunded to Borrower), and the provisions of the Note and the other Loan Documents immediately shall be deemed reformed and the amounts thereafter collectible hereunder and thereunder reduced, without the necessity of the execution of any new documents, so as to re-advance comply with the applicable law, but so as to permit the recovery of the fullest amount otherwise called for hereunder or thereunder. All sums paid or agreed to be paid to Lender for the use, forbearance, or detention of the loan proceeds evidenced by the Note shall, to the extent permitted by applicable law, be amortized, prorated, allocated, and spread throughout the full stated term of the Note until payment in full so that the rate or amount of interest on account of the Note does not exceed the maximum rate permitted under applicable law from time to time in effect and applicable to the Note for so long as the Note is outstanding. Notwithstanding anything to the contrary contained herein or in any of the other Loan Documents, it is not the intention of Lender to accelerate the maturity of any interest that has not accrued at the time of such acceleration or to collect unearned interest at the time of such acceleration. This Note, to the extent of the full face amount hereof, evidences indebtedness of Borrower to Lender. This Note is issued by the Borrower as part of a commercial transaction and no part of this loan is for a personal use. Borrower hereby consents to the jurisdiction and/or venue of any sums prepaid by Xxxxxxxxstate, district court or federal district court within the State of Oklahoma, as Lender may elect with respect to any action involving this Note. BORROWER HEREBY VOLUNTARILY, AND KNOWINGLY, IRREVOCABLY, AND UNCONDITIONALLY WAIVES ANY RIGHT TO HAVE A JURY PARTICIPATE IN RESOLVING ANY DISPUTE (WHETHER BASED UPON CONTRACT, TORT OR OTHERWISE) BETWEEN THE BORROWER AND XXXXXX XXXXXXX OUT OF OR IN ANY WAY RELATED TO THIS NOTE OR ANY OTHER RELATED LOAN DOCUMENT. Borrower stipulates and agrees that the Lender may, at its sole discretion, assign this Note to any such person it may select, upon such terms and conditions as it may deem appropriate, and that such assignee shall thereafter become the holder of this Note and shall be entitled to enforce all rights, remedies, and other benefits which shall or may inure to the benefit of the Lender. Borrower further stipulates, represents and agrees that this instrument evidences the valid, enforceable, and binding obligation of the Borrower to the Lender in accordance with the terms and provisions hereof, without any defense (as of the date of this Note) to the enforcement thereof, whether prepaid voluntarily denominated as affirmative defense, offset, counterclaim, or involuntarilyotherwise, and whether at law or in equity. If for any reason Borrower prepays hereby waives all defenses (existing as of the Loan on a date other than a Payment Date, Borrower shall also pay of this Note and/or based upon acts or omissions occurring prior to Lender, in addition the date of this Note) to any other amounts required under the enforcement of this Section 2.3(d), all interest which would have accrued on the prepayment amount from the Prepayment Date until (but not including) the next succeeding Payment DateNote.

Prepayment. Except as otherwise expressly stated Borrower may not voluntarily or involuntarily prepay the Loan in Articles 2 and 3 hereof, upon not less than thirty (30) days prior notice whole or in part unless Borrower pays to Lender, Borrower may prepay the Loan and any other amounts then due and payable under this Agreement and other Loan Documents in whole but not in partconcurrently with such prepayment, upon payment of a yield maintenance prepayment fee (the “Prepayment Fee”) equal tocomputed in accordance with Exhibit A attached hereto and incorporated herein by this reference. In addition, as applicable, (i) if for any reason (other than Lender’s default), on the Fixed Rate Commencement Date, the stated face amount of this Note exceeds the then outstanding principal balance of the Note, Borrower shall, upon Xxxxxx’s demand, pay to Lender a Prepayment Date occurring prior Fee equal to the Seventh (7th) Loan Year, the Yield Maintenance Amount, (ii) for any Prepayment Date occurring on or after the date set forth in clause (i) above, but prior to the eighth (8th) Loan Year, two percent (2.0%) of the amount of Principal Balance being prepaid on such Prepayment Date; and (iii) for any Prepayment Date occurring on or after the date set forth in clause (ii) above, but prior to the ninth (9th) Loan Year, one percent (1.0%) of the amount of Principal Balance being prepaid on such Prepayment Date. Thereafter, upon not less than thirty (30) days’ prior notice to Lender, Borrower may prepay the Loan and any other amounts then due and payable under this Agreement and other Loan Documents in whole but not in part, without Prepayment Fee. The Prepayment Fee shall which would be due and payable upon any acceleration or prepayment of the Loan, whether voluntary, involuntary, as a result of, or otherwise in connection with, a Creditors’ Rights Law proceeding or upon occurrence of an Event of Default, and Lender shall not be obligated to accept any prepayment unless it is accompanied by all accrued interest due under the Loan Documents and all other Obligations of if Borrower due under the Loan Documents, together with an had prepaid such excess amount equal to the applicable Prepayment Fee. Such amounts may be applied by Lender in such order and priority as Lender shall determine. The parties hereto acknowledge and agree that the damages that Xxxxxx would suffer as a result of the Loan being prepaid are difficult or impossible to ascertain and, therefore, agree that the aforesaid Prepayment Fee is a reasonable approximation of such damages and does not constitute a penalty. Xxxxxx is not obligated hereunder or under any of the other Loan Documents to re-advance to Borrower any sums prepaid by Xxxxxxxx, whether prepaid voluntarily or involuntarily. If for any reason Borrower prepays the Loan on a date other than a Payment Date, Borrower shall also pay to Lender, in addition to any other amounts required under this Section 2.3(d), all interest which would have accrued on the prepayment amount from day immediately following the Prepayment Date until Fixed Rate Commencement Date. BY INITIALING BELOW, BORROWER ACKNOWLEDGE(S) AND AGREE(S) THAT: (but not includingA) the next succeeding Payment DateEXCEPT AS OTHERWISE EXPRESSLY PROVIDED ABOVE, THERE IS NO RIGHT TO PREPAY THE LOAN IN WHOLE OR IN PART, WITHOUT PAYING THE APPLICABLE PREPAYMENT FEE , (B) BORROWER SHALL BE LIABLE FOR PAYMENT OF THE PREPAYMENT FEE IF LENDER EXERCISES ITS RIGHT TO ACCELERATE PAYMENT OF THE LOAN, INCLUDING WITHOUT LIMITATION, ACCELERATION UNDER A DUE-ON-SALE PROVISION; (C) BORROWER WAIVES ANY RIGHTS UNDER SECTION 2954.10 OF THE CALIFORNIA CIVIL CODE, OR ANY SUCCESSOR STATUTE; AND (D) LENDER HAS MADE THE LOAN PURSUANT TO THIS NOTE IN RELIANCE ON THESE AGREEMENTS. ______________________ BORROWER’S INITIALS Miscellaneous.

Prepayment. Except as otherwise expressly stated Notwithstanding anything to the contrary contained in Articles 2 and 3 hereofthis Note, upon not less than thirty (30) days prior notice to Lender, Borrower may prepay at any time during the Loan and any other amounts then due and payable under periods set forth on the table immediately following this Agreement and other Loan Documents in whole but not in part, upon payment of a prepayment fee paragraph (the “Prepayment FeePeriods”) equal toor as otherwise agreed to between the Borrower and the Holder, the Borrower shall have the right, exercisable on not more than three (3) Trading Days prior written notice to the Holder of the Note to prepay the outstanding Note (principal and accrued interest), in full, in accordance with this Section 1.7. Any notice of prepayment hereunder (an “Optional Prepayment Notice”) shall be delivered to the Holder of the Note at its registered addresses and shall state: (1) that the Borrower is exercising its right to prepay the Note, and (2) the date of prepayment which shall be not more than three (3) Trading Days from the date of the Optional Prepayment Notice. On the date fixed for prepayment (the “Optional Prepayment Date”), the Borrower shall make payment of the Optional Prepayment Amount (as applicabledefined below) to Holder, or upon the direction of the Holder as specified by the Holder in a writing to the Borrower (iwhich shall direction to be sent to Borrower by the Holder at least one (1) for any Prepayment Date occurring business day prior to the Seventh (7th) Loan YearOptional Prepayment Date). If the Borrower exercises its right to prepay the Note, the Yield Maintenance Amount, Borrower shall make payment to the Holder of an amount in cash equal to the percentage (ii“Prepayment Percentage”) for any Prepayment Date occurring on or after the date as set forth in clause the table immediately following this paragraph opposite the applicable Prepayment Period, multiplied by the sum of: (iw) the then outstanding principal amount of this Note plus (x) accrued and unpaid interest on the unpaid principal amount of this Note to the Optional Prepayment Date plus (y) Default Interest, if any, on the amounts referred to in clauses (w) and (x) plus (z) any amounts owed to the Holder pursuant to Section 1.4 hereof (the “Optional Prepayment Amount”). Prepayment Period Prepayment Percentage The period beginning on the Issue Date and ending on the date which is one hundred eighty (180) following the Issue Date. 110 % After the expiration of the Prepayment Period set forth above, but prior the Borrower may submit an Optional Prepayment Notice to the eighth (8th) Loan Year, two percent (2.0%) Holder. Upon receipt by the Holder of the amount of Principal Balance being prepaid on such Optional Prepayment Date; and (iii) for any Notice post Prepayment Date occurring on or after Periods, the date set forth in clause (ii) above, but prior prepayment shall be subject to the ninth (9th) Loan Year, one percent (1.0%) of Holder’s and the amount of Principal Balance being prepaid on such Prepayment Date. Thereafter, upon not less than thirty (30) days’ prior notice to Lender, Borrower may prepay the Loan and any other amounts then due and payable under this Agreement and other Loan Documents in whole but not in part, without Prepayment Fee. The Prepayment Fee shall be due and payable upon any acceleration or prepayment of the Loan, whether voluntary, involuntary, as a result of, or otherwise in connection with, a Creditors’ Rights Law proceeding or upon occurrence of an Event of Default, and Lender shall not be obligated to accept any prepayment unless it is accompanied by all accrued interest due under the Loan Documents and all other Obligations of Borrower due under the Loan Documents, together Borrower’s agreement with an amount equal respect to the applicable Prepayment FeePercentage. Such amounts may Notwithstanding anything contained herein to the contrary, the Holder’s conversion rights herein shall not be applied affected in any way until the Note is fully paid (funds received by Lender in such order and priority as Lender shall determine. The parties hereto acknowledge and agree that the damages that Xxxxxx would suffer as a result of the Loan being prepaid are difficult or impossible Holder) pursuant to ascertain and, therefore, agree that the aforesaid an Optional Prepayment Fee is a reasonable approximation of such damages and does not constitute a penalty. Xxxxxx is not obligated hereunder or under any of the other Loan Documents to re-advance to Borrower any sums prepaid by Xxxxxxxx, whether prepaid voluntarily or involuntarily. If for any reason Borrower prepays the Loan on a date other than a Payment Date, Borrower shall also pay to Lender, in addition to any other amounts required under this Section 2.3(d), all interest which would have accrued on the prepayment amount from the Prepayment Date until (but not including) the next succeeding Payment DateNotice.

Prepayment. Except as otherwise expressly stated The principal balance of this Note may not be prepaid, in Articles 2 whole or in part, prior to January 1, 2000. Commencing on January 1, 2000 and 3 hereofat any time thereafter, provided no default exists under the Mortgage or under this Note, the principal balance of the Note may be prepaid in whole, but not in part, on the first day of any calendar month, upon not less than thirty (30) days or more than forty five (45) days prior written notice to Lender, Borrower may prepay the Loan and any other amounts then due and payable under this Agreement and other Loan Documents in whole but not in part, upon payment of a prepayment fee (the “"Prepayment Fee”Notice") equal to, as applicable, (i) for any Prepayment Date occurring prior by certified mail to the Seventh (7th) Loan Year, the Yield Maintenance Amount, (ii) for any Prepayment Date occurring on or after Payee specifying the date set forth in clause (i) above, but prior to the eighth (8th) Loan Year, two percent (2.0%) of the amount of Principal Balance being prepaid on such "Prepayment Date; and (iii") for on which prepayment is to be made. Upon any Prepayment Date occurring on prepayment of this Note, whether voluntary or after the date set forth in clause (ii) aboveinvoluntary, but prior to the ninth (9th) Loan Year, one percent (1.0%) of the amount of Principal Balance being prepaid on such Prepayment Date. Thereafter, upon not less than thirty (30) days’ prior notice to Lender, Borrower may prepay the Loan and any other amounts then due and payable under this Agreement and other Loan Documents in whole but not in partincluding, without Prepayment Fee. The Prepayment Fee shall be due and payable upon limitation, any prepayment as a result of acceleration or prepayment by court order or trustee sale, Maker shall pay to Payee (a) all interest accrued and unpaid on the principal balance of this Note to and including the LoanPrepayment Date, whether voluntary, involuntary, as a result of, or otherwise in connection with, a Creditors’ Rights Law proceeding or upon occurrence of an Event of Default, and Lender shall not be obligated to accept any prepayment unless it is accompanied by (b) all accrued interest other sums due under the Loan Mortgage, this Note or the Other Security Documents and all other Obligations of Borrower due under (c) a prepayment premium (the Loan Documents, together with "Premium") in an amount equal to the applicable greater of (i) one percent (1%) of the principal balance of this Note outstanding after the application of the Monthly Payment, if any, due on such Prepayment Fee. Such amounts may be applied Date or (ii) the product of (A) a fraction whose numerator is an amount equal to the portion of the principal balance of the Debt being prepaid and whose denominator is the entire outstanding principal balance of the Debt on the date of such prepayment, multiplied by Lender in (B) an amount equal to the remainder obtained by subtracting (x) an amount equal to the entire outstanding principal balance of the Debt as of the date of such order prepayment from (y) the present value as of the date of such prepayment of the remaining scheduled payments of principal and priority as Lender shall determineinterest on the entire Debt (including any ballon payment) determined by discounting such payments at the Discount Rate (hereinafter defined). The parties hereto acknowledge and agree that the damages that Xxxxxx would suffer as a result calculation of the Loan being prepaid are difficult Premium shall be made by Payee (or impossible to ascertain and, therefore, agree that the aforesaid Prepayment Fee is a reasonable approximation of such damages and does not constitute a penalty. Xxxxxx is not obligated hereunder or under any then holder of the other Loan Documents to re-advance to Borrower any sums prepaid by XxxxxxxxDebt, whether prepaid voluntarily or involuntarily. If for any reason Borrower prepays the Loan on a date other than a Payment Date, Borrower shall also pay to Lender, in addition to any other amounts required under this Section 2.3(das applicable), and shall, absent manifest error, be final, conclusive and binding upon all interest which would have accrued on the prepayment amount from the Prepayment Date until (but not including) the next succeeding Payment Dateparties.

Prepayment. Except 5.1 Subject to the completion of Jato's IPO, Jato shall prepay Qwest, within ten (10) business days after Jato's IPO, sixteen million dollars ($16,000,000.00) (the "Prepayment Amount") to be applied against the purchase of Qwest Services under the Wholesale Agreement and IP Agreement (and any other Qwest Service Agreement(s) between the Parties), calculated as otherwise expressly stated in Articles 2 having a value of twenty-five million dollars ($25,000,000.00) over the Initial Term. Qwest shall not be liable to pay Jato any accrued interest on the Prepayment Amount, provided however, that interest shall accrete on the Outstanding Prepayment Balance Amount monthly (the "Accretion Interest"), such Accretion Interest shall be calculated at an annual accretion rate of *** percent (the "Accretion Rate"), and 3 hereofbe added to the Prepayment Amount. Accretion will not commence until after Qwest receives the Prepayment Amount. Upon Qwest calculating Jato's monthly interest accretion, Qwest shall invoice Jato monthly for Jato's use of the Qwest Services and, upon not less than thirty (30) days prior notice to Lender, Borrower may prepay the Loan and any other amounts then due and payable under this Agreement and other Loan Documents in whole but not in part, upon payment of a prepayment fee (the “Prepayment Fee”) equal to, as applicable, (i) for any Prepayment Date occurring prior to the Seventh (7th) Loan Year, the Yield Maintenance Amount, (ii) for any Prepayment Date occurring on or after the date of such invoice, decrease the Prepayment Amount by the undisputed amount of Qwest's invoice. Pursuant to Section 4 herein, any undisputed shortfall charges or early termination fees set forth in clause (i) abovethis Master Agreement or any Qwest Agreement may be applied against and drawn down from the Prepayment Amount, but prior to the eighth (8th) Loan Year, two percent (2.0%) of the amount of Principal Balance being prepaid on such Prepayment Date; and (iii) for any Prepayment Date occurring on or after the date set forth in clause (ii) above, but prior to the ninth (9th) Loan Year, one percent (1.0%) of the amount of Principal Balance being prepaid on such Prepayment Date. Thereafter, upon not less than so long as Qwest gives Jato thirty (30) days’ calendar days prior written notice to Lender, Borrower may prepay the Loan and any other amounts then due and payable under this Agreement and other Loan Documents in whole but detailed written documentation supporting such charges or fees. So long as the Prepayment Amount has not in partbeen fully drawn down by Qwest, without Prepayment Fee. The Prepayment Fee shall be due and payable upon any acceleration or prepayment of the Loan, whether voluntary, involuntary, as a result of, or otherwise in connection with, a Creditors’ Rights Law proceeding or upon occurrence of an Event of Default, and Lender Qwest shall not be obligated entitled to: (i) suspend the Qwest Services or terminate the Qwest Agreements for non-payment of any invoices; or (ii) request additional security pursuant to accept any prepayment unless it is accompanied by all accrued interest due under the Loan Documents and all other Obligations of Borrower due under the Loan Documents, together with an amount equal to the applicable Prepayment Fee. Such amounts may be applied by Lender in such order and priority as Lender shall determine. The parties hereto acknowledge and agree that the damages that Xxxxxx would suffer as a result Section 6.3 of the Loan being prepaid are difficult or impossible to ascertain and***Text Omitted and Filed Separately Confidential Treatment Requested Under 17 C.F.R. SECTIONS 200.80(b)(4), therefore200.83 and 240.24b-2 DJS/Jato Page 4 of 6 02/09/00 QWEST CONFIDENTIAL Wholesale Agreement. Once the Prepayment Amount has been fully exhausted, agree that Jato shall be responsible for paying its Qwest invoices in accordance with the aforesaid Prepayment Fee is a reasonable approximation of such damages and does not constitute a penalty. Xxxxxx is not obligated hereunder or under any "payment" sections of the other Loan Documents to re-advance to Borrower any sums prepaid by Xxxxxxxx, whether prepaid voluntarily or involuntarily. If for any reason Borrower prepays the Loan on a date other than a Payment Date, Borrower shall also pay to Lender, in addition to any other amounts required under this Section 2.3(d), all interest which would have accrued on the prepayment amount from the Prepayment Date until (but not including) the next succeeding Payment DateQwest Agreements.

Prepayment. Except as otherwise expressly stated in Articles 2 and 3 hereof, upon not less than thirty (30) days At any time prior notice to Lender, Borrower may prepay the Loan and any other amounts then due and payable date that an Event of Default occurs under this Agreement and other Loan Documents in whole but not in part, upon payment of a prepayment fee Note (the “Prepayment FeePeriod”), the Borrower shall have the right, exercisable on one (1) Trading Day prior written notice to the Holder of the Note, to prepay the outstanding Principal Amount and interest then due under this Note in accordance with this Section 1.9. Any notice of prepayment hereunder (an “Optional Prepayment Notice”) equal to, as applicable, (i) for any Prepayment Date occurring prior shall be delivered to the Seventh Holder of the Note at its registered addresses and shall state: (7th1) Loan Yearthat the Borrower is exercising its right to prepay the Note, and (2) the date of prepayment which shall be one (1) Trading Day from the date of the Optional Prepayment Notice. On the date fixed for prepayment (the “Optional Prepayment Date”), the Yield Maintenance Amount, (ii) for any Prepayment Date occurring on Borrower shall make payment of the amounts designated below to or after upon the date set forth order of the Holder as specified by the Holder in clause (i) above, but prior writing to the eighth (8th) Loan YearBorrower. If the Borrower exercises its right to prepay the Note in accordance with this Section 1.9, two percent (2.0%) of the amount of Principal Balance being prepaid on such Prepayment Date; and (iii) for any Prepayment Date occurring on or after the date set forth in clause (ii) above, but prior Borrower shall make payment to the ninth (9th) Loan Year, one percent (1.0%) of the amount of Principal Balance being prepaid on such Prepayment Date. Thereafter, upon not less than thirty (30) days’ prior notice to Lender, Borrower may prepay the Loan and any other amounts then due and payable under this Agreement and other Loan Documents in whole but not in part, without Prepayment Fee. The Prepayment Fee shall be due and payable upon any acceleration or prepayment of the Loan, whether voluntary, involuntary, as a result of, or otherwise in connection with, a Creditors’ Rights Law proceeding or upon occurrence Holder of an Event of Default, and Lender shall not be obligated to accept any prepayment unless it is accompanied by all accrued interest due under the Loan Documents and all other Obligations of Borrower due under the Loan Documents, together with an amount in cash equal to the applicable sum of: (w) 100% multiplied by the Principal Amount then outstanding plus (x) accrued and unpaid interest on the Principal Amount to the Optional Prepayment FeeDate plus (y) $750.00 to reimburse Holder for administrative fees. Such amounts may be applied Upon confirmation by Lender in such order and priority as Lender shall determine. The parties hereto acknowledge and agree Holder that the damages prepayment has been received by the Holder and that Xxxxxx would suffer as a result all amounts outstanding under this Note are paid in full, the Holder shall return the Second Commitment Shares back to the Company’s treasury, subject to the terms of this Note. If the Borrower delivers an Optional Prepayment Notice and fails to pay the applicable prepayment amount due to the Holder of the Loan being prepaid are difficult or impossible Note as provided in this Section 1.9, then the Borrower shall forever forfeit its right to ascertain and, therefore, agree that prepay any part of the aforesaid Prepayment Fee is a reasonable approximation of such damages Note pursuant to this Section 1.9 and does not constitute a penalty. Xxxxxx is not obligated hereunder or the Holder shall no longer be required to return the Second Commitment Shares to the Borrower under any of the other Loan Documents to re-advance to Borrower any sums prepaid by Xxxxxxxx, whether prepaid voluntarily or involuntarily. If for any reason Borrower prepays the Loan on a date other than a Payment Date, Borrower shall also pay to Lender, in addition to any other amounts required under this Section 2.3(d), all interest which would have accrued on the prepayment amount from the Prepayment Date until (but not including) the next succeeding Payment Datecircumstances.

Prepayment. Except as otherwise expressly stated in Articles 2 (a) The Borrower shall have the right at any time and 3 hereoffrom time to time to prepay any Borrowing, upon not less than thirty (30) days prior notice to Lender, Borrower may prepay the Loan and any other amounts then due and payable under this Agreement and other Loan Documents in whole but not or in part, upon payment at least three (3) Business Days’ prior written or fax notice (or telephone notice promptly confirmed by written or fax notice) in the case of a Eurodollar Loans, or written or fax notice (or telephone notice promptly confirmed by written or fax notice) at least one (1) Business Day prior to the date of prepayment fee (in the “Prepayment Fee”) equal tocase of ABR Loans, as applicableto the Administrative Agent before 12:00 p.m., New York City time; provided, however, that (i) for any Prepayment Date occurring prior each partial prepayment shall be in an amount that is an integral multiple of $100,000 and not less than $1,000,000, and (ii) with respect to each such optional prepayment of the Construction Loans (or, after Term-Conversion, the Term Loans), the Borrower shall pay to the Seventh (7th) Loan YearAdministrative Agent, for the benefit of the Term Lenders, the Yield Maintenance Amountsum of (i) the principal amount of such prepayment, (ii) for any Prepayment Date occurring if such prepayment is on or after before the date set forth in clause fifth (i5th) above, but prior anniversary of the Closing Date and to the eighth (8th) Loan Yearextent such prepayment is of or relates to the Construction Loans or the Term Loans, two percent (2.0%) of the amount of Principal Balance being prepaid on such Prepayment Date; Call Premium and (iii) for any Prepayment Date occurring on or after accrued and unpaid interest thereon to the date set forth of prepayment; provided further that, if the Construction Loans (or, after Term-Conversion, the Term Loans) are prepaid in clause full, then each of the Backstop LC Lenders (iior the Controlling Party) aboveand the Revolving Credit Lenders (or the Controlling Party) shall have the right to cancel the Backstop LC Facility and/or the Revolving Credit Facility and require the Borrower to prepay all outstanding Backstop LC Loans and/or Revolving Loans thereunder, but prior return for cancellation all Backstop Letters of Credit and/or Revolving Letters of Credit (or cash collateralize all such Letters of Credit not so returned for cancellation at 102.5% of the stated amount thereof pursuant to a cash collateral agreement reasonably satisfactory to the ninth (9thControlling Party and the Issuing Bank) Loan Year, one percent (1.0%) of the amount of Principal Balance being prepaid on such Prepayment Date. Thereafter, upon not less than thirty (30) days’ prior notice to Lender, Borrower may prepay the Loan and any all other amounts then due and payable under this Agreement and other Loan Documents in whole but not in part, without Prepayment Fee. The Prepayment Fee shall be due and payable upon any acceleration or prepayment of the Loan, whether voluntary, involuntary, as a result of, or otherwise in connection with, a Creditors’ Rights Law proceeding or upon occurrence of an Event of Default, and Lender shall not be obligated to accept any prepayment unless it is accompanied by all accrued interest due under the Loan Documents and all other Obligations of Borrower due under the Loan Documents, together with an amount equal to the applicable Prepayment Fee. Such amounts may be applied by Lender in such order and priority as Lender shall determine. The parties hereto acknowledge and agree that the damages that Xxxxxx would suffer as a result of the Loan being prepaid are difficult or impossible to ascertain and, therefore, agree that the aforesaid Prepayment Fee is a reasonable approximation of such damages and does not constitute a penalty. Xxxxxx is not obligated hereunder or under any of the other Loan Documents to re-advance to Borrower any sums prepaid by Xxxxxxxx, whether prepaid voluntarily or involuntarily. If for any reason Borrower prepays the Loan on a date other than a Payment Date, Borrower shall also pay to Lender, in addition to any other amounts required under this Section 2.3(d), all interest which would have accrued on the prepayment amount from the Prepayment Date until (but not including) the next succeeding Payment Datetherewith.

Prepayment. Except as otherwise expressly stated The principal amount of any Base Rate Advance may be prepaid in Articles 2 full or ratably in part at any time, without penalty and 3 hereofwithout regard to the Payment Date for such Advance. LIBOR Advances may be prepaid prior to the applicable Payment Date, upon three (3) Business Days' prior written notice, or telephonic notice followed immediately by written notice, to the Administrative Agent; PROVIDED, HOWEVER, that the Borrower shall reimburse the Lenders and the Administrative Agent, on demand by the applicable Lender or the Administrative Agent, for any loss or out-of-pocket expense incurred by any Lender or the Administrative Agent in connection with such prepayment, as set forth in Section 2.10 hereof; PROVIDED FURTHER, HOWEVER, that Borrower's failure to confirm any telephonic notice with a written notice, shall not invalidate any notice so given if acted upon by the Administrative Agent. Any prepayment hereunder shall be in amounts of not less than thirty (30$500,000 and in integral multiples of $100,000. Amounts prepaid pursuant to this Section 2.7 may be reborrowed, subject to the terms and conditions hereof. Amounts prepaid shall be paid together with accrued interest on the amount so prepaid and commitment fees accrued through the date of the reduction with respect to the amount reduced. Amounts prepaid pursuant to this Section 2.7(a) days prior notice shall be applied to LenderTerm Loan A Loans, Term Loan B Loans, Term Loan C Loans or Revolving Loans as the Borrower may prepay direct; PROVIDED, THAT, if the Borrower shall direct amounts prepaid pursuant to this Section 2.7(a) to be applied to Term Loan and any other amounts then due and payable under this Agreement and other A Loans, Term Loan Documents in whole but not in partB Loans or Term Loan C Loans, upon payment of a prepayment fee (the “Prepayment Fee”) equal to, as applicable, (i) for any Prepayment Date occurring prior such amount shall be applied to the Seventh (7thscheduled payments for such Loans in Section 2.7(b) Loan Year, the Yield Maintenance Amount, (ii) for any Prepayment Date occurring on or after the date set forth hereof in clause (i) above, but prior to the eighth (8th) Loan Year, two percent (2.0%) inverse order of the amount of Principal Balance being prepaid on such Prepayment Date; and (iii) for any Prepayment Date occurring on or after the date set forth in clause (ii) above, but prior to the ninth (9th) Loan Year, one percent (1.0%) of the amount of Principal Balance being prepaid on such Prepayment Date. Thereafter, upon not less than thirty (30) days’ prior notice to Lender, Borrower may prepay the Loan and any other amounts then due and payable under this Agreement and other Loan Documents in whole but not in part, without Prepayment Fee. The Prepayment Fee shall be due and payable upon any acceleration or prepayment of the Loan, whether voluntary, involuntary, as a result of, or otherwise in connection with, a Creditors’ Rights Law proceeding or upon occurrence of an Event of Default, and Lender shall not be obligated to accept any prepayment unless it is accompanied by all accrued interest due under the Loan Documents and all other Obligations of Borrower due under the Loan Documents, together with an amount equal to the applicable Prepayment Fee. Such amounts may be applied by Lender in such order and priority as Lender shall determine. The parties hereto acknowledge and agree that the damages that Xxxxxx would suffer as a result of the Loan being prepaid are difficult or impossible to ascertain and, therefore, agree that the aforesaid Prepayment Fee is a reasonable approximation of such damages and does not constitute a penalty. Xxxxxx is not obligated hereunder or under any of the other Loan Documents to re-advance to Borrower any sums prepaid by Xxxxxxxx, whether prepaid voluntarily or involuntarily. If for any reason Borrower prepays the Loan on a date other than a Payment Date, Borrower shall also pay to Lender, in addition to any other amounts required under this Section 2.3(d), all interest which would have accrued on the prepayment amount from the Prepayment Date until (but not including) the next succeeding Payment Datematurity.

Prepayment. Except as otherwise expressly stated Maker is prohibited from prepaying this Note until August 1, 2005 (the "No-Prepayment Period"). Subsequent to the No-Prepayment Period, and at any time prior to the occurrence of conversion of the Contract Rate to a fixed rate of interest in Articles 2 and 3 hereofaccordance with Section 26 of this Note ("Conversion"), upon not less than with at least thirty (30) days prior written notice to LenderHolder, Borrower may prepay specifying the date of prepayment, which shall be the last day of an Interest Period, Maker will have the privilege of prepaying the outstanding principal amount together with any accrued but unpaid interest, any other sums guaranteed by the Guaranty and secured by the Deed of Trust and the Loan Documents and any other amounts then due and payable under this Agreement and other Loan Documents in whole but not in part, upon payment of without a prepayment fee premium, unless at the time of such prepayment, an Event of Default exists, in which case Maker shall be required to pay a prepayment premium (the “"Pre-Conversion Prepayment Fee”Premium") equal to, as applicable, (i) for any Prepayment Date occurring prior to the Seventh (7th) Loan Year, the Yield Maintenance Amount, (ii) for any Prepayment Date occurring on or after the date set forth in clause (i) above, but prior to the eighth (8th) Loan Year, two five percent (2.05%) of the amount outstanding balance of Principal Balance being prepaid on such this Note. If Maker elects to convert the Contract Rate in accordance with Section 26 of this Note, then following occurrence of the Conversion and subsequent to the No-Prepayment Date; and Period, at any time with thirty (iii30) for any Prepayment Date occurring on or after days prior written notice to Holder, specifying the date set forth in clause of prepayment, Maker will have the privilege of prepaying the outstanding principal amount together with any accrued but unpaid interest, any other sums secured by the Mortgage and the Related Agreements and, a prepayment premium (iicollectively, "Post-Conversion Prepayment Premium") above, but prior equal to the ninth greater of: (9tha) Loan Year, one percent (1.01%) of the principal amount of Principal Balance being prepaid on such Prepayment Date. Thereafter, upon not prepaid; or (b) the yield maintenance payment calculated as follows: If the Prevailing Interest Rate is less than thirty (30) days’ prior notice to Lenderthe Contract Rate, Borrower may prepay the Loan and any other amounts then due and payable under this Agreement and other Loan Documents in whole but not in part, without Prepayment Fee. The Prepayment Fee yield maintenance payment shall be due the remainder of (x) minus (y) where "(x)" is the present value of all unpaid installments of principal and payable upon any acceleration or prepayment of the Loan, whether voluntary, involuntary, as a result of, or otherwise in connection with, a Creditors’ Rights Law proceeding or upon occurrence of an Event of Default, and Lender shall not be obligated to accept any prepayment unless it is accompanied by all accrued interest due under this Note from the Loan Documents date of prepayment to and all other Obligations including the original maturity date of Borrower due under this Note, discounted at the Loan DocumentsPrevailing Interest Rate, together with an amount equal to and "(y)" is the applicable Prepayment Fee. Such amounts may be applied by Lender in such order and priority outstanding principal balance of this Note as Lender shall determine. The parties hereto acknowledge and agree that the damages that Xxxxxx would suffer as a result of the Loan being prepaid are difficult or impossible to ascertain and, therefore, agree that the aforesaid Prepayment Fee is a reasonable approximation of such damages and does not constitute a penalty. Xxxxxx is not obligated hereunder or under any of the other Loan Documents to re-advance to Borrower any sums prepaid by Xxxxxxxx, whether prepaid voluntarily or involuntarily. If for any reason Borrower prepays the Loan on a date other than a Payment Date, Borrower shall also pay to Lender, in addition to any other amounts required under this Section 2.3(d), all interest which would have accrued on the prepayment amount from the Prepayment Date until (but not including) the next succeeding Payment Datedate.

Prepayment. Except as otherwise expressly stated From the Closing Date through and including July 31, 2016 (the "Initial Prepayment Premium Period") and if the Extension Option is exercised, from the first day following the Initial Maturity Date through and including April 30, 2017 (the "Extension Prepayment Premium Period"), Borrower may prepay the Loan, in Articles 2 and 3 hereofwhole but not in part, upon not less than thirty (30) days days' prior written notice to Lender and upon payment of the Prepayment Premium, plus any and all accrued and unpaid interest and any other amounts due and owing under the Loan Documents. Following the expiration of the Initial Prepayment Premium Period and prior to the Initial Stated Maturity Date and if the Extension Option is exercised pursuant to Section 2.3(3), following the expiration of the Extension Prepayment Premium Period, upon not less than thirty (30) days' prior written notice to Lender, Borrower may prepay the Loan and any other amounts then due and payable under this Agreement and other Loan Documents Loan, in whole but not in part, upon payment of a prepayment fee (the “Prepayment Fee”) equal to, as applicable, (i) for any Prepayment Date occurring prior to the Seventh (7th) Loan Year, the Yield Maintenance Amount, (ii) for any Prepayment Date occurring on or after the date set forth in clause (i) above, but prior to the eighth (8th) Loan Year, two percent (2.0%) of the amount of Principal Balance being prepaid on such Prepayment Date; and (iii) for any Prepayment Date occurring on or after the date set forth in clause (ii) above, but prior to the ninth (9th) Loan Year, one percent (1.0%) of the amount of Principal Balance being prepaid on such Prepayment Date. Thereafter, upon not less than thirty (30) days’ prior notice to Lender, Borrower may prepay the Loan all accrued and unpaid interest and any other amounts then due and payable under this Agreement and other Loan Documents in whole but not in part, without Prepayment Fee. The Prepayment Fee shall be due and payable upon any acceleration or prepayment of the Loan, whether voluntary, involuntary, as a result of, or otherwise in connection with, a Creditors’ Rights Law proceeding or upon occurrence of an Event of Default, and Lender shall not be obligated to accept any prepayment unless it is accompanied by all accrued interest due under the Loan Documents and all other Obligations of Borrower due owing under the Loan Documents. If the Loan is prepaid, in whole (or in whole or in part pursuant to a casualty or condemnation, or pursuant to Section 6.5), each such prepayment shall be made to Lender on the prepayment date specified in the applicable notice to Lender pursuant hereto, and (in every case) together with an the accrued and unpaid interest on the principal amount equal to the applicable Prepayment Feeprepaid. Such amounts may be applied by Lender in such order and priority as Lender shall determine. The parties hereto acknowledge and agree that the damages that Xxxxxx would suffer as a result of If the Loan being prepaid are difficult is accelerated during either the Initial Prepayment Premium Period or impossible to ascertain and, therefore, agree that the aforesaid Extension Prepayment Fee is a reasonable approximation of such damages and does not constitute a penalty. Xxxxxx is not obligated hereunder or under any of the other Loan Documents to re-advance to Borrower any sums prepaid by Xxxxxxxx, whether prepaid voluntarily or involuntarily. If Premium Period for any reason Borrower prepays the Loan on a date other than a Payment Datecasualty or condemnation or pursuant to Section 6.5, Borrower shall also pay to Lender, in addition to any all other amounts outstanding under the Loan Documents, the Prepayment Premium. For the avoidance of doubt, Borrower shall not be required under to pay a prepayment premium in connection with any full or partial prepayment of the Loan pursuant to a casualty or condemnation, or pursuant to Section 6.5. Borrower may revoke a prepayment notice or extend the date of prepayment at any time prior to the date of prepayment without prejudice to Borrower's right to deliver a prepayment notice at some later date; provided, that (i) Borrower shall keep Lender reasonably apprised of the status of any refinancing during the period between the delivery of the prepayment notice and the delivery of the revocation notice, and (ii) Borrower shall reimburse Lender, promptly on demand, for any reasonable out-of-pocket costs and expenses incurred by Lender in reliance on the revoked or extended notice, or in connection with the anticipated prepayment of the Loan. Borrower acknowledges that the Prepayment Premium required by this Section 2.3(d), all interest which would have accrued constitutes partial compensation to Lender for the cost of reinvesting the Loan proceeds and for the loss of the contracted rate of return on the Loan. Furthermore, Borrower acknowledges that the loss that may be sustained by Lender as a result of such a prepayment amount from by Borrower is not susceptible of precise calculation and the Prepayment Date until (but not includingPremium represents the good faith effort of Borrower and Lender to compensate Lender for such loss. Borrower confirms that Lender's agreement to make the Loan at the interest rate and on the other terms set forth herein constitutes adequate and valuable consideration, given individual weight by Borrower, for the prepayment provisions set forth in this Section 2.3(4). By initialing this provision where indicated below, Borrower waives any rights it may have under California Civil Code Section 2954.10, or any successor statute, and Borrower confirms that Lender's agreement to make the Loan at the interest rate(s) and on the next succeeding Payment Date.other terms set forth herein constitutes adequate and valuable consideration, given individual weight by Borrower, for the prepayment provisions set forth in this Section 2.3(4). Borrower's Initials

Prepayment. Except as otherwise expressly stated in Articles 2 and 3 hereof, upon not less than thirty (30a) days prior notice to LenderAt its option, Borrower may prepay all or a portion of the Loan outstanding Advances by paying the entire principal balance (or such portion thereof), all accrued and unpaid interest thereon, together with a prepayment charge equal to the following percentage of the Advance amount being prepaid: with respect to each Advance (other than the Advances being prepaid in connection with the Second Amendment Prepayment), if such Advance amounts are prepaid in any of the first twelve (12) months following the Second Amendment Effective Date, 3.00%; after twelve (12) months but prior to twenty-four (24) months following the Second Amendment Effective Date, 2.00%; and after twenty-four (24) months following the Second Amendment Effective Date, 1.00% (each, a “Prepayment Charge”). If at any time Borrower elects to make a prepayment, and at such time, there are outstanding Advances under multiple Tranches, the Prepayment Charge shall be determined by applying the amount of such prepayment in the following order: first, to the outstanding principal amount (and accrued but unpaid interest thereon) of Advances outstanding under the Tranche with the latest initial funding date; second, to the outstanding principal amount (and accrued but unpaid interest thereon) of Advances outstanding under the Tranche with the next latest initial funding date and so on until the entire principal balance of all Advances made hereunder (and all accrued but unpaid interest thereon) is paid in full. Borrower agrees that the Prepayment Charge is a reasonable calculation of the Lenders’ lost profits in view of the difficulties and impracticality of determining actual damages resulting from an early repayment of the Advances. Borrower shall prepay the outstanding amount of all principal and accrued interest through the prepayment date and the Prepayment Charge upon the occurrence of a Change in Control or any other amounts then due prepayment hereunder. Notwithstanding the foregoing, Agent and payable under this Agreement the Lenders agree to waive the Prepayment Charge if Agent and other Loan Documents the Lenders (in whole but not their sole and absolute discretion) agree in part, upon payment of a prepayment fee (writing to refinance the “Prepayment Fee”) equal to, as applicable, (i) for any Prepayment Date occurring Advances prior to the Seventh (7th) Term Loan Year, the Yield Maintenance Amount, (ii) for any Prepayment Date occurring on or after the date set forth in clause (i) above, but prior to the eighth (8th) Loan Year, two percent (2.0%) of the amount of Principal Balance being prepaid on such Prepayment Date; and (iii) for any Prepayment Date occurring on or after the date set forth in clause (ii) above, but prior to the ninth (9th) Loan Year, one percent (1.0%) of the amount of Principal Balance being prepaid on such Prepayment Date. Thereafter, upon not less than thirty (30) days’ prior notice to Lender, Borrower may prepay the Loan and any other amounts then due and payable under this Agreement and other Loan Documents in whole but not in part, without Prepayment Fee. The Prepayment Fee shall be due and payable upon any acceleration or prepayment of the Loan, whether voluntary, involuntary, as a result of, or otherwise in connection with, a Creditors’ Rights Law proceeding or upon occurrence of an Event of Default, and Lender shall not be obligated to accept any prepayment unless it is accompanied by all accrued interest due under the Loan Documents and all other Obligations of Borrower due under the Loan Documents, together with an amount equal to the applicable Prepayment Fee. Such amounts may be applied by Lender in such order and priority as Lender shall determine. The parties hereto acknowledge and agree that the damages that Xxxxxx would suffer as a result of the Loan being prepaid are difficult or impossible to ascertain and, therefore, agree that the aforesaid Prepayment Fee is a reasonable approximation of such damages and does not constitute a penalty. Xxxxxx is not obligated hereunder or under any of the other Loan Documents to re-advance to Borrower any sums prepaid by Xxxxxxxx, whether prepaid voluntarily or involuntarily. If for any reason Borrower prepays the Loan on a date other than a Payment Date, Borrower shall also pay to Lender, in addition to any other amounts required under this Section 2.3(d), all interest which would have accrued on the prepayment amount from the Prepayment Date until (but not including) the next succeeding Payment Maturity Date.

Prepayment. Except From the Issuance Date until the first anniversary of the Issuance Date, the Company may not prepay all or any portion of the Principal due under this Note. On or after the first anniversary of the Issuance Date, except as otherwise expressly stated set forth in Articles 2 this Section 2(b), the Company may, at any time and 3 hereoffrom time to time (each, a “Prepayment Date”), upon not less than thirty twenty (3020) days Trading Days prior written notice to LenderHolder, Borrower may prepay all or any portion of the Loan Principal and any other amounts then interest (if any) due and payable under this Agreement and other Loan Documents in whole but not in part, upon payment Note at a price equal to the sum of a prepayment fee (the “Prepayment Fee”) equal to, as applicable, (i) for any cash in an amount equal to (x) 102% of such Principal if the Prepayment Date occurring prior to the Seventh (7th) Loan Year, the Yield Maintenance Amount, (ii) for any Prepayment Date occurring occurs on or after the date set forth in clause (i) above, first anniversary of the Issuance Date but prior to the eighth (8th) Loan Year, two percent (2.0%) second anniversary of the amount Issuance Date, or (y) 101% of such Principal Balance being prepaid on such Prepayment Date; and (iii) for any if the Prepayment Date occurring occurs on or after the date set forth second anniversary of the Issuance Date (excluding, in clause each case, the Interest Amount with respect to such Principal) plus (ii) above, but prior to the ninth (9th) Loan Year, one percent (1.0%) of the amount of Principal Balance being prepaid on such Prepayment Date. Thereafter, upon not less than thirty (30) days’ prior notice to Lender, Borrower may prepay the Loan and any other amounts then due and payable under this Agreement and other Loan Documents cash in whole but not in part, without Prepayment Fee. The Prepayment Fee shall be due and payable upon any acceleration or prepayment of the Loan, whether voluntary, involuntary, as a result of, or otherwise in connection with, a Creditors’ Rights Law proceeding or upon occurrence of an Event of Default, and Lender shall not be obligated to accept any prepayment unless it is accompanied by all accrued interest due under the Loan Documents and all other Obligations of Borrower due under the Loan Documents, together with an amount equal to the applicable Prepayment Fee. Such amounts may be applied by Lender in Interest Amount with respect to such order Principal through and priority as Lender shall determine. The parties hereto acknowledge and agree that the damages that Xxxxxx would suffer as a result of the Loan being prepaid are difficult or impossible to ascertain and, therefore, agree that the aforesaid Prepayment Fee is a reasonable approximation of such damages and does not constitute a penalty. Xxxxxx is not obligated hereunder or under any of the other Loan Documents to re-advance to Borrower any sums prepaid by Xxxxxxxx, whether prepaid voluntarily or involuntarily. If for any reason Borrower prepays the Loan on a date other than a Payment Date, Borrower shall also pay to Lender, in addition to any other amounts required under this Section 2.3(d), all interest which would have accrued on the prepayment amount from including the Prepayment Date until plus (but not includingiii) the next succeeding Payment number of Kicker Shares that would have been issued through the Maturity Date (or if the Maturity Date has been extended pursuant to Section 4, the applicable Extended Maturity Date) determined in accordance with Section 7, utilizing a value for the Common Stock determined based on the VWAP for the thirty (30) Trading Day Period ended on the applicable Prepayment Date for determining the number of Kicker Shares to be issued in accordance with Section 7(b) of this Note (the “Prepayment VWAP”), plus (iv) if the Prepayment VWAP is less than Six Dollars ($6.00), cash in an amount equal to the difference between (x) the amount that would have been payable pursuant to clause (iii) if the Prepayment VWAP had been such lesser amount minus (y) the amount actually received pursuant to clause (iii). For the avoidance of doubt, if the Prepayment VWAP exceeds $10.00, the number of Kicker Shares shall be determined in accordance with Section 7(b)(iii). Any partial prepayments shall be applied to installments of Principal in inverse order of their maturity.

Prepayment. Except as otherwise expressly stated (a) This Note may be prepaid in Articles 2 whole or in part at any time after the second (2nd) anniversary of the date hereof (the "Lock-out Expiration Date") provided (i) written notice of such prepayment is received by Lender not more than ninety (90) days and 3 hereof, upon not less than thirty (30) days prior notice to Lender, Borrower may prepay the Loan and any other amounts then due and payable under this Agreement and other Loan Documents in whole but not in part, upon payment of a prepayment fee (the “Prepayment Fee”) equal to, as applicable, (i) for any Prepayment Date occurring prior to the Seventh (7th) Loan Year, the Yield Maintenance Amountdate of such prepayment, (ii) for any Prepayment such prepayment is made on a Payment Date occurring or in the event such prepayment is not on a Payment Date, such prepayment shall include all interest on the principal amount being prepaid through the end of the Interest Accrual Period relating to the next Payment Date, (iii) such prepayment is accompanied by all interest accrued hereunder through and including the date of such prepayment and all other sums due hereunder or under the other Loan Documents, and (iv) if such prepayment occurs after the Lock-out Expiration Date but on or before the date that is nine (9) years and six (6) months after the date set forth in clause of this Note (ithe date that is nine (9) above, but prior to the eighth years and six (8th6) Loan Year, two percent (2.0%) of the amount of Principal Balance being prepaid on such Prepayment Date; and (iii) for any Prepayment Date occurring on or months after the date set forth of this Note being hereinafter referred to as the "Open Prepayment Date"), Lender (except as otherwise provided in clause (iiSection 1.5(c)) above, but prior is paid a prepayment fee in an amount equal to the ninth greater of (9thA) Loan Year, one percent (1.0%) of the principal amount being prepaid, and (B) the present value of Principal Balance being prepaid a series of payments each equal to the Payment Differential (as hereinafter defined) and payable on each Payment Date over the term of this Note and remaining until the Open Prepayment Date, discounted at the Reinvestment Yield (as hereinafter defined) for the number of months remaining as of the date of such prepayment to each such Payment Date and ending on the Open Prepayment Date. Thereafter, upon not less than thirty (30) days’ prior notice to Lender, Borrower may prepay the Loan and any other amounts then due and payable under this Agreement and other Loan Documents in whole but not in part, without Prepayment Fee. The Prepayment Fee shall be due and payable upon any acceleration or prepayment of the Loan, whether voluntary, involuntary, as a result of, or otherwise in connection with, a Creditors’ Rights Law proceeding or upon occurrence of an Event of Default, and Lender shall not be obligated to accept any prepayment unless it is accompanied by all accrued interest due under the Loan Documents and all other Obligations of Borrower due under the Loan Documents, together with an amount equal to the applicable Prepayment Fee. Such amounts may be applied by Lender in such order and priority as Lender shall determine. The parties hereto acknowledge and agree that the damages that Xxxxxx would suffer as a result of the Loan being prepaid are difficult or impossible to ascertain and, therefore, agree that the aforesaid Prepayment Fee is a reasonable approximation of such damages and does not constitute a penalty. Xxxxxx is not obligated hereunder or under any of the other Loan Documents to re-advance to Borrower any sums prepaid by Xxxxxxxx, whether prepaid voluntarily or involuntarily. If for any reason Borrower prepays the Loan on a date other than a Payment Date, Borrower shall also pay to Lender, in addition to any other amounts required under this Section 2.3(d), all interest which would have accrued on the prepayment amount from the Prepayment Date until (but not including) the next succeeding Payment Date.term "

Prepayment. Except as otherwise expressly stated At its option upon at least seven (7) Business Days prior written notice (which such notice may be conditioned upon the consummation of a transaction constituting a Change in Articles 2 and 3 hereofControl, upon not less than thirty (30other transformative transaction or a refinancing of the Loans) days prior notice to LenderAgent, Borrower may at any time prepay all or a portion of the Loan outstanding Advances by paying the entire principal balance (or such portion thereof), all accrued and any other amounts then due and payable under this Agreement and other Loan Documents in whole but not in partunpaid interest thereon, upon payment of together with a prepayment fee (the “Prepayment Fee”) charge equal to, as applicable, (i) for any Prepayment Date occurring prior to the Seventh following percentage of the principal amount of the Advance being prepaid: with respect to each Advance, if the principal amount of such Advance is prepaid in any of the first twelve (7th12) Loan Year, months following the Yield Maintenance Amount, (ii) for any Prepayment Date occurring on or after the date set forth in clause (i) above, but prior to the eighth (8th) Loan YearClosing Date, two percent (2.0%); after twelve (12) months but on or prior to twenty four (24) months, one point five percent (1.5%); after twenty four (24) months but on or prior to thirty six (36) months, zero point five percent (0.5%); and thereafter, zero percent (0%) (each, a “Prepayment Charge”). Xxxxxxxx agrees that the Prepayment Charge is a reasonable calculation of the Lenders’ lost profits in view of the difficulties and impracticality of determining actual damages resulting from an early repayment of the Advances. Borrower shall prepay the outstanding amount of Principal Balance being prepaid on such all principal and accrued interest through the prepayment date and the Prepayment DateCharge upon any prepayment hereunder; provided that, for the avoidance of doubt, no Prepayment Charge shall be due if Borrower prepays all of the outstanding Advances in connection with the occurrence of a Change in Control. Notwithstanding the foregoing, Agent and the Lenders agree to waive the Prepayment Charge if Agent and the Lenders (iiiin their sole and absolute discretion) for any Prepayment Date occurring on or after their respective Affiliates agree in writing to refinance the date set forth in clause (ii) above, but Advances prior to the ninth (9th) Term Loan Year, one percent (1.0%) of the amount of Principal Balance being prepaid on such Prepayment Maturity Date. Thereafter, upon not less than thirty (30) days’ prior notice to Lender, Borrower may prepay the Loan and any other Any amounts then due and payable paid under this Agreement and other Loan Documents in whole but not in part, without Prepayment Fee. The Prepayment Fee Section shall be due and payable upon any acceleration or prepayment of the Loan, whether voluntary, involuntary, as a result of, or otherwise in connection with, a Creditors’ Rights Law proceeding or upon occurrence of an Event of Default, and Lender shall not be obligated to accept any prepayment unless it is accompanied by all accrued interest due under the Loan Documents and all other Obligations of Borrower due under the Loan Documents, together with an amount equal to the applicable Prepayment Fee. Such amounts may be applied by Lender Agent to the then unpaid amount of any Secured Obligations (including principal and interest) in such order and priority as Lender shall determineAgent may choose in its sole discretion. The parties hereto acknowledge For the avoidance of doubt, if a payment hereunder becomes due and agree payable on a day that the damages that Xxxxxx would suffer as a result of the Loan being prepaid are difficult or impossible to ascertain and, therefore, agree that the aforesaid Prepayment Fee is a reasonable approximation of such damages and does not constitute a penalty. Xxxxxx is not obligated hereunder or under any of a Business Day, the other Loan Documents to re-advance to Borrower any sums prepaid by Xxxxxxxx, whether prepaid voluntarily or involuntarily. If for any reason Borrower prepays due date thereof shall be the Loan on a date other than a Payment Date, Borrower shall also pay to Lender, in addition to any other amounts required under this Section 2.3(d), all interest which would have accrued on the prepayment amount from the Prepayment Date until (but not including) the next succeeding Payment Dateimmediately preceding Business Day.

Prepayment. Except as otherwise expressly stated in Articles 2 and 3 hereofAt its option, upon not less than thirty at least seven (307) days Business Days prior written notice to LenderAgent (or such shorter notice period as agreed by Agent in its sole discretion), Borrower may at any time and from time to time, prepay all or a portion of the Loan outstanding Advances by paying the entire principal balance, or such portion thereof in minimum increments of Five Million Dollars ($5,000,000), all accrued and any other amounts then due and payable under this Agreement and other Loan Documents in whole but not in partunpaid interest thereon, upon payment of together with a prepayment fee (the “Prepayment Fee”) charge equal to, as applicable, (i) for any Prepayment Date occurring prior to the Seventh following percentage of the Advance amount being prepaid: with respect to each Advance (7thwhich Advance amount shall include, for the avoidance of doubt, any payment-in-kind interest that has been added to the principal balance of such Advance pursuant to Section 2.2(c)(ii)), if such Advance amounts are prepaid in any of the first twelve (12) Loan Yearmonths following the Closing Date, the Yield Maintenance Amount, (ii) for any Prepayment Date occurring 2.0%; on or after the date set forth in clause that is twelve (i12) above, months following the Closing Date but prior to twenty four (24) months following the eighth (8th) Loan YearClosing Date, two percent (2.01.5%) of the amount of Principal Balance being prepaid on such Prepayment Date; and (iii) for any Prepayment Date occurring on or after the date set forth in clause that is twenty four (ii24) above, months ​ ​ following the Closing Date but prior to thirty six (36) months following the ninth Closing Date, 1.0% (9th) Loan Yeareach, one percent (1.0%) of a “Prepayment Charge”). If at any time Borrower elects to make a prepayment, and at such time, there are outstanding Advances under multiple Tranches, the Prepayment Charge shall be determined by applying the amount of Principal Balance being prepaid such prepayment in the following order: first, to the outstanding principal amount (and accrued but unpaid interest thereon) of Advances outstanding under the Tranche with the latest initial funding date; second, to the outstanding principal amount (and accrued but unpaid interest thereon) of Advances outstanding under the Tranche with the next latest initial funding date and so on such until the entire principal balance of all Advances made hereunder (and all accrued but unpaid interest thereon) is paid in full. Borrower agrees that the Prepayment Charge is a reasonable calculation of the Lenders’ lost profits in view of the difficulties and impracticality of determining actual damages resulting from an early repayment of the Advances. Borrower shall prepay the outstanding amount of all principal and accrued interest through the prepayment date and the Prepayment Charge, if any, upon the occurrence of a Change in Control or any other prepayment hereunder. Notwithstanding the foregoing, Agent and the Lenders agree to waive the Prepayment Charge if Agent and the Lenders (in their sole and absolute discretion) agree in writing to refinance the Advances prior to the Term Loan Maturity Date. Thereafter, upon not less than thirty (30) days’ prior notice to Lender, Borrower may prepay the Loan and any other Any amounts then due and payable paid under this Agreement and other Loan Documents in whole but not in part, without Prepayment Fee. The Prepayment Fee Section shall be due and payable upon any acceleration or prepayment of the Loan, whether voluntary, involuntary, as a result of, or otherwise in connection with, a Creditors’ Rights Law proceeding or upon occurrence of an Event of Default, and Lender shall not be obligated to accept any prepayment unless it is accompanied by all accrued interest due under the Loan Documents and all other Obligations of Borrower due under the Loan Documents, together with an amount equal to the applicable Prepayment Fee. Such amounts may be applied by Lender Agent to the then unpaid amount of any Secured Obligations (including principal and interest) in such order and priority as Lender Agent may choose in its sole discretion. For the avoidance of doubt, if a payment hereunder becomes due and payable on a day that is not a Business Day, the due date thereof shall determinebe the immediately preceding Business Day. The parties hereto acknowledge and agree that Notwithstanding anything to the damages that Xxxxxx contrary contained in this Agreement, so long as Borrower provided notice to the Agent no less than seven (7) Business Days prior to the proposed prepayment date, Borrower may rescind any notice of prepayment if such prepayment would suffer as have resulted from a result refinancing of all or a portion of the Term Loan being prepaid are difficult Advances, which refinancing shall not be consummated or impossible to ascertain and, therefore, agree that the aforesaid Prepayment Fee is a reasonable approximation of such damages and does not constitute a penaltyshall otherwise be delayed. Xxxxxx is not obligated hereunder or under any of the other Loan Documents to re-advance to Borrower any sums prepaid by Xxxxxxxx, whether prepaid voluntarily or involuntarily. If for any reason Borrower prepays the Loan on a date other than a Payment Date, Borrower shall also pay to Lender, in addition to any other amounts required under this Section 2.3(d), all interest which would have accrued on the prepayment amount from the Prepayment Date until (but not including) the next succeeding Payment Date.​

Prepayment. Except as otherwise expressly stated At its option upon at least seven (7) Business Days prior written notice (which such notice may be conditioned upon the consummation of a transaction constituting a Change in Articles 2 and 3 hereofControl, upon not less than thirty (30other transformative transaction or a refinancing of the Loans) days prior notice to LenderAgent, Borrower may prepay all or a portion of the outstanding Term Loan Advances by paying the entire principal balance (or such portion thereof) of all accrued and any other amounts then unpaid interest thereon, all unpaid Lender’s fees and expenses due and payable under this Agreement and other hereunder accrued to the date of the repayment (including, without limitation, the portion of the End of Term Charge applicable to the aggregate original principal amount of the Term Loan Documents Advances being prepaid in whole but not in partaccordance with Section 2.6(a)), upon payment of together with a prepayment fee charge equal to the following percentage of the outstanding principal amount of such Term Loan Advance amount being so prepaid: with respect to each Term Loan Advance if the principal amount of such Advance amounts are prepaid (the “Prepayment Fee”a) equal to, as applicable, (i) for any Prepayment Date occurring on or prior to the Seventh date which is twelve (7th12) Loan Yearmonths following the Closing Date, the Yield Maintenance Amount, three percent (ii3.00%); (b) for any Prepayment Date occurring on or after the date set forth in clause which is twelve (i12) above, but months following the Closing Date and on or prior to the eighth date which is twenty-four (8th24) Loan Yearmonths following the Closing Date, two percent (2.02.00%) of the amount of Principal Balance being prepaid on such Prepayment Date); and (iiic) for any Prepayment Date occurring on or after the date set forth in clause (ii) above, but prior to the ninth (9th) Loan Yearthereafter, one percent (1.01.00%) of (each, a “Prepayment Charge”). If at any time Borrower elects to make a prepayment, and at such time, there are outstanding Term Loan Advances under multiple Tranches, the Prepayment Charge shall be determined by applying the amount of Principal Balance being prepaid such prepayment in the following order: first, to the outstanding principal amount (and accrued but unpaid interest thereon) of Term Loan Advances outstanding under the Tranche with the latest initial funding date; second, to the outstanding principal amount (and accrued but unpaid interest thereon) of Term Loan Advances outstanding under the Tranche with the next latest initial funding date and so on such until the entire principal balance of all Advances made hereunder (and all accrued but unpaid interest thereon) is paid in full. Bxxxxxxx agrees that each Prepayment Charge is a reasonable calculation of Lxxxxxx’ lost profits in view of the difficulties and impracticality of determining actual damages resulting from an early repayment of the Term Loan Advances. Borrower shall prepay the outstanding amount of all principal and accrued interest through the prepayment date and each Prepayment Charge upon the occurrence of a Change in Control or any other prepayment hereunder. Notwithstanding the foregoing, Agent and Lxxxxxx agree to waive the Prepayment Charge if Agent, Lenders and/or their controlled Affiliates (in their sole and absolute discretion) agree in writing to refinance the Term Loan Advances prior to the Term Loan Maturity Date. Thereafter, upon not less than thirty (30) days’ prior notice to Lender, Borrower may prepay the Loan and any other Any amounts then due and payable paid under this Agreement and other Loan Documents in whole but not in part, without Prepayment Fee. The Prepayment Fee Section shall be due and payable upon any acceleration or prepayment of the Loan, whether voluntary, involuntary, as a result of, or otherwise in connection with, a Creditors’ Rights Law proceeding or upon occurrence of an Event of Default, and Lender shall not be obligated to accept any prepayment unless it is accompanied by all accrued interest due under the Loan Documents and all other Obligations of Borrower due under the Loan Documents, together with an amount equal to the applicable Prepayment Fee. Such amounts may be applied by Lender Agent to the then unpaid amount of any outstanding Secured Obligations (including principal and interest) in such order and priority as Lender shall determineAgent may choose in its sole discretion. The parties hereto acknowledge For the avoidance of doubt, if a payment hereunder becomes due and agree payable on a day that the damages that Xxxxxx would suffer as a result of the Loan being prepaid are difficult or impossible to ascertain and, therefore, agree that the aforesaid Prepayment Fee is a reasonable approximation of such damages and does not constitute a penalty. Xxxxxx is not obligated hereunder or under any of a Business Day, the other Loan Documents to re-advance to Borrower any sums prepaid by Xxxxxxxx, whether prepaid voluntarily or involuntarily. If for any reason Borrower prepays due date thereof shall be the Loan on a date other than a Payment Date, Borrower shall also pay to Lender, in addition to any other amounts required under this Section 2.3(d), all interest which would have accrued on the prepayment amount from the Prepayment Date until (but not including) the next succeeding Payment Dateimmediately preceding Business Day.

Prepayment. Except Borrower shall not be permitted at any time to prepay all or any part of the Loan except as otherwise expressly stated provided in Articles 2 this Section 2.4. Provided no Event of Default has occurred and 3 hereof, upon not less than thirty (30) days prior notice to Lenderis continuing, Borrower may voluntarily prepay the Loan Indebtedness in full and any other amounts then due and payable under this Agreement and other Loan Documents in whole but not in part, upon payment of a prepayment fee (the “Prepayment Fee”) equal to, as applicable, (i) for any Prepayment Date occurring prior to the Seventh (7th) Loan Year, the Yield Maintenance Amount, (ii) for any Prepayment Date occurring part only on or after the date set forth in clause (i) above, but which is three Payment Dates prior to the eighth (8th) Loan Year, two percent (2.0%) of the amount of Principal Balance being prepaid on such Prepayment Date; Maturity Date and (iii) for any Prepayment Date occurring on or after the date set forth in clause (ii) above, but prior to the ninth (9th) Loan Year, one percent (1.0%) of the amount of Principal Balance being prepaid on such Prepayment Date. Thereafter, upon not less than thirty (30) days’ prior notice to Lender, Borrower may prepay the Loan and any other amounts then due and payable under this Agreement and other Loan Documents in whole but not in part, without Prepayment Fee. The Prepayment Fee there shall be due and payable upon any acceleration no Yield Maintenance Premium or penalty assessed against Borrower by reason of such prepayment; provided, however, that Borrower shall give to Lender at least fifteen (15) days prior written notice thereof. Any prepayment of the Loan, whether voluntary, involuntary, as Loan shall be made on a result of, or otherwise in connection with, a Creditors’ Rights Law proceeding or upon occurrence of an Event of DefaultPayment Date, and Lender shall not be obligated to accept if any such prepayment unless it is accompanied by all accrued interest due under the Loan Documents and all other Obligations of Borrower due under the Loan Documents, together with an amount equal to the applicable Prepayment Fee. Such amounts may be applied by Lender in such order and priority as Lender shall determine. The parties hereto acknowledge and agree that the damages that Xxxxxx would suffer as a result of the Loan being prepaid are difficult or impossible to ascertain and, therefore, agree that the aforesaid Prepayment Fee is a reasonable approximation of such damages and does not constitute a penalty. Xxxxxx is not obligated hereunder or under any of the other Loan Documents to re-advance to Borrower any sums prepaid by Xxxxxxxx, whether prepaid voluntarily or involuntarily. If for any reason Borrower prepays the Loan made on a date other than a Payment Date, Borrower shall also pay to Lender, in addition to any other amounts required under this Section 2.3(d), all Lender interest which calculated at the Interest Rate that would have accrued on such prepaid Principal Indebtedness through the end of the Interest Accrual Period in which such prepayment occurs. If Borrower is required under this Agreement to prepay the Loan or any portion thereof in the event of a Casualty or Taking, Borrower shall prepay the Loan to the full extent of the Insurance Proceeds or the Condemnation Proceeds, as applicable, and notwithstanding anything herein to the contrary, there shall be no Yield Maintenance Premium assessed against Borrower by reason of such prepayment unless an Event of Default has occurred and is then continuing, in which event, Borrower shall pay to Lender an amount from equal to the Prepayment Date until (but not including) Yield Maintenance Premium, if any, that may be required with respect to the next succeeding Payment Dateamount of Insurance Proceeds or Condemnation Proceeds applied to the Indebtedness. All prepayments made pursuant to this Section 2.4 shall be applied in accordance with Section 2.5.

Prepayment. Except as otherwise expressly stated in Articles 2 and 3 hereof, upon not less than thirty (30) days prior notice to LenderAt its option, Borrower may at any time prepay all or a portion of the outstanding Advances by paying the entire principal balance (or such portion thereof), all accrued and unpaid interest thereon, all unpaid Lender’s fees and expenses accrued to the date of the repayment (including, without limitation, the portion of the End of Term Charge applicable to the aggregate original principal amount of the Term Loan and any other amounts then due and payable under this Agreement and other Loan Documents Advances being prepaid in whole but not in partaccordance with Section 2.5(a)), upon payment of together with a prepayment fee charge equal to the following percentage of the outstanding principal amount of such Advance amounts being so prepaid: with respect to each Advance (which Advance amount shall include, for the “Prepayment Fee”avoidance of doubt, any principal that has been added to the principal balance of such Advance pursuant to Section 2.1(c)(ii)) equal to, as applicable, (ia) for any Prepayment Date occurring if the principal amount of such Advance amounts are prepaid on or prior to the Seventh date which is twelve (7th12) Loan Yearmonths following the Closing Date, two and one-half percent (2.5%); (b) if the Yield Maintenance Amount, (ii) for any Prepayment Date occurring on or principal amount of such Advance amounts are prepaid after the date set forth in clause which is twelve (i12) above, months following the Closing Date but on or prior to the eighth date which is twenty-four (8th24) Loan Yearmonths following the Closing Date, two one and one-half percent (2.01.50%); if the principal amount of such Advance amounts are prepaid after the date which is twenty-four (24) months following the Closing date but on or prior to the date which is thirty-six (36) months following the Closing Date, one percent (1.00%); and (c) after the date which is thirty-six (36) months following the Closing Date through the day prior to the Term Loan Maturity Date, zero percent (0%) of the principal amount of Principal Balance the Advance being prepaid on such Prepayment Date; and (iii) for any Prepayment Date occurring prepayment of an Advance on or after the date set forth in clause (ii) above, but prior to the ninth Amortization Date (9th) Loan Year, one percent (1.0%) a “Prepayment Charge”). Xxxxxxxx agrees that the Prepayment Charge is a reasonable calculation of Xxxxxxx’ lost profits in view of the difficulties and impracticality of determining actual damages resulting from an early repayment of the Advances. Borrower shall prepay the outstanding amount of Principal Balance being prepaid on all principal and accrued interest through the prepayment date and the Prepayment Charge upon the occurrence of a Change in Control. Notwithstanding the foregoing, Xxxxxxx agree to waive the Prepayment Charge if such Prepayment Lender or any Affiliate thereof which is controlled by such Lender (in their sole and absolute discretion) agree in writing to refinance the Advances prior to the Term Loan Maturity Date. ThereafterAny amounts paid under this Section shall be applied by Agent to the then unpaid amount of any Secured Obligations (including principal and interest) pro rata to all scheduled amounts owed. For the avoidance of doubt, upon not less than thirty (30) days’ prior notice to Lender, Borrower may prepay the Loan and any other amounts then if a payment hereunder becomes due and payable under this Agreement and other Loan Documents in whole but on a day that is not in parta Business Day, without Prepayment Fee. The Prepayment Fee the due date thereof shall be due and payable upon any acceleration or prepayment of the Loan, whether voluntary, involuntary, as a result of, or otherwise in connection with, a Creditors’ Rights Law proceeding or upon occurrence of an Event of Default, and Lender shall not be obligated to accept any prepayment unless it is accompanied by all accrued interest due under the Loan Documents and all other Obligations of Borrower due under the Loan Documents, together with an amount equal to the applicable Prepayment Fee. Such amounts may be applied by Lender in such order and priority as Lender shall determine. The parties hereto acknowledge and agree that the damages that Xxxxxx would suffer as a result of the Loan being prepaid are difficult or impossible to ascertain and, therefore, agree that the aforesaid Prepayment Fee is a reasonable approximation of such damages and does not constitute a penalty. Xxxxxx is not obligated hereunder or under any of the other Loan Documents to re-advance to Borrower any sums prepaid by Xxxxxxxx, whether prepaid voluntarily or involuntarily. If for any reason Borrower prepays the Loan on a date other than a Payment Date, Borrower shall also pay to Lender, in addition to any other amounts required under this Section 2.3(d), all interest which would have accrued on the prepayment amount from the Prepayment Date until (but not including) the next succeeding Payment Dateimmediately preceding Business Day.

Prepayment. This Note may not be re-financed or prepaid in whole for the period commencing on the date hereof and ending one year from the date hereof, except for an involuntary prepayment resulting from the application of insurance proceeds or condemnation awards by Borrower pursuant to the terms of the Mortgage, unless the payment of the Yield Maintenance Fee, together with all other interest, fees, payments and charges collected on the Loan through such date would not exceed the maximum lawful interest rate permitted under the laws of the State of Florida. Except as otherwise expressly stated provided in Articles 2 and 3 hereof, upon not less than thirty (30) days prior notice the preceding sentence to Lenderthe contrary, Borrower may shall have the privilege to prepay the Loan and any other amounts then due and payable under this Agreement and other Loan Documents principal indebtedness in whole but not or in part, upon part at any time without payment of a prepayment fee (premium; provided, however, that the “Prepayment Fee”) equal toBorrower shall remain fully liable for all interest as provided in this Note, as applicable, (i) for any Prepayment Date occurring prior to the Seventh (7th) Loan Year, including the Yield Maintenance Amount, (ii) for any Prepayment Date occurring on or after the date set forth in clause (i) above, but prior to the eighth (8th) Loan Year, two percent (2.0%) of the amount of Principal Balance being prepaid on such Prepayment Date; and (iii) for any Prepayment Date occurring on or after the date set forth in clause (ii) above, but prior to the ninth (9th) Loan Year, one percent (1.0%) of the amount of Principal Balance being prepaid on such Prepayment Date. Thereafter, upon not less than thirty (30) days’ prior notice to Lender, Borrower may prepay the Loan and any other amounts then due and payable under this Agreement and other Loan Documents in whole but not in part, without Prepayment Fee. The Prepayment Fee shall be due and payable upon any acceleration or prepayment of In the Loan, whether voluntary, involuntary, as a result of, or otherwise in connection with, a Creditors’ Rights Law proceeding or upon occurrence of an Event of Default, and Lender shall not be obligated to accept any prepayment unless it is accompanied by all accrued interest due under the Loan Documents and all other Obligations of Borrower due under the Loan Documents, together with an amount equal to the applicable Prepayment Fee. Such amounts may be applied by Lender in such order and priority as Lender shall determine. The parties hereto acknowledge and agree that the damages that Xxxxxx would suffer as a result of the Loan being prepaid are difficult or impossible to ascertain and, therefore, agree that the aforesaid Prepayment Fee is a reasonable approximation of such damages and does not constitute a penalty. Xxxxxx is not obligated hereunder or under any of the other Loan Documents to re-advance to Borrower any sums prepaid by Xxxxxxxx, whether prepaid voluntarily or involuntarily. If for any reason event Borrower prepays the Loan on a date other than a Payment Date, Borrower shall also pay to Lender, principal indebtedness in addition to any other amounts required under this Section 2.3(dwhole (whether from Net Cash Flow or otherwise), such prepayment shall be accompanied by Borrower's payment to Lender of the accrued and unpaid portion of the Yield Maintenance Fee. In the event Borrower prepays the principal indebtedness in part (whether from Net Cash Flow or otherwise), such prepayment shall be accompanied by Borrower's payment of all accrued and unpaid interest (whether for the current month or for any month in which would have accrued on interest has been added to principal in accordance with the prepayment amount terms of Section 1 hereof). In the event of partial prepayments (whether from Net Cash Flow or otherwise), the Prepayment Date until (but not including) balance of the next succeeding Payment DateYield Maintenance Fee, if any, shall be paid by Borrower to Lender upon the final payment of outstanding principal indebtedness.

Prepayment. Except as otherwise expressly stated in Articles 2 and 3 hereofset forth herein, upon not less than thirty (30) days prior notice to Lender, Borrower may prepay the Loan and any other amounts then due and payable under this Agreement and other Loan Documents is closed to prepayment in whole or in part. Notwithstanding the foregoing, (i) the Loan may be prepaid in whole, but not in part, upon on or after the scheduled monthly payment date for the one hundred eighteenth (118th) payment of principal and interest and (ii) from the earlier to occur of (x) two (2) years after the sale of the Loan in a Secondary Market Transaction or (y) the fourth (4th) anniversary of the Closing Date, provided no Event of Default exists, Borrower may obtain the release of the Project from the lien of the Mortgage in accordance with the terms and provisions of SCHEDULE I attached hereto (the "DEFEASANCE OPTION"). LOAN AGREEMENT Page 7 Equity Inns- ____________ Loan No. ________________ If the Loan is accelerated for any reason other than casualty or condemnation, and the Loan is otherwise closed to prepayment, Borrower shall pay, in addition to all other amounts outstanding under the Loan Documents, a prepayment fee (premium equal to the “Prepayment Fee”) equal to, as applicable, sum of (i) for any Prepayment Date occurring prior to the Seventh (7th) Loan Year, the Yield Maintenance Amount, if any, that would be required under the Defeasance Option and (ii) for any Prepayment Date occurring on or after the date set forth in clause (i) above, but prior to the eighth (8th) Loan Year, two five percent (2.05%) of the amount of Principal Balance being prepaid on such Prepayment Date; and (iii) for any Prepayment Date occurring on or after the date set forth in clause (ii) above, but prior to the ninth (9th) Loan Year, one percent (1.0%) of the amount of Principal Balance being prepaid on such Prepayment Date. Thereafter, upon not less than thirty (30) days’ prior notice to Lender, Borrower may prepay the Loan and any other amounts then due and payable under this Agreement and other Loan Documents in whole but not in part, without Prepayment Fee. The Prepayment Fee shall be due and payable upon any acceleration or prepayment outstanding balance of the Loan, whether voluntary, involuntary, as a result of, or otherwise in connection with, a Creditors’ Rights Law proceeding or upon occurrence of an Event of Default, and Lender shall not be obligated to accept . If for any prepayment unless it is accompanied by all accrued interest due under reason the Loan Documents is prepaid on a day other than a scheduled monthly payment date, the Borrower shall pay, in addition to the principal, interest and all other Obligations of Borrower due premium, if any, required under the Loan Documentsthis Section, together with an amount equal to the applicable Prepayment Fee. Such amounts may be applied by Lender in such order and priority as Lender shall determine. The parties hereto acknowledge and agree interest that the damages that Xxxxxx would suffer as a result of the Loan being prepaid are difficult or impossible to ascertain and, therefore, agree that the aforesaid Prepayment Fee is a reasonable approximation of such damages and does not constitute a penalty. Xxxxxx is not obligated hereunder or under any of the other Loan Documents to re-advance to Borrower any sums prepaid by Xxxxxxxx, whether prepaid voluntarily or involuntarily. If for any reason Borrower prepays the Loan on a date other than a Payment Date, Borrower shall also pay to Lender, in addition to any other amounts required under this Section 2.3(d), all interest which would have accrued on the prepayment amount Loan from the Prepayment Date until (but not including) date of prepayment to the next succeeding Payment Datescheduled monthly payment date. In the event of a prepayment resulting from Lender's application of insurance or condemnation proceeds pursuant to Article 3 hereof, no prepayment penalty or premium shall be imposed.

Prepayment. Except as otherwise expressly stated Notwithstanding anything to the contrary contained in Articles 2 and 3 hereofthis Note, upon not less than thirty (30) days prior notice to Lender, Borrower may prepay at any time during the Loan and any other amounts then due and payable under periods set forth on the table immediately following this Agreement and other Loan Documents in whole but not in part, upon payment of a prepayment fee paragraph (the “Prepayment FeePeriods”) equal toor as otherwise agreed to between the Borrower and the Holder, the Borrower shall have the right, exercisable on not more than three (3) Trading Days prior written notice to the Holder of the Note to prepay the outstanding Note (principal and accrued interest), in full, in accordance with this Section 1.8. Any notice of prepayment hereunder (an “Optional Prepayment Notice”) shall be delivered to the Holder of the Note at its registered addresses and shall state: (1) that the Borrower is exercising its right to prepay the Note, and (2) the date of prepayment which shall be not more than three (3) Trading Days from the date of the Optional Prepayment Notice. On the date fixed for prepayment (the “Optional Prepayment Date”), the Borrower shall make payment of the Optional Prepayment Amount (as applicabledefined below) to Holder, or upon the direction of the Holder as specified by the Holder in a writing to the Borrower (iwhich shall direction to be sent to Borrower by the Holder at least one (1) for any Prepayment Date occurring business day prior to the Seventh (7th) Loan YearOptional Prepayment Date). If the Borrower exercises its right to prepay the Note, the Yield Maintenance Amount, Borrower shall make payment to the Holder of an amount in cash equal to the percentage (ii“Prepayment Percentage”) for any Prepayment Date occurring on or after the date as set forth in clause (i) above, but prior to the eighth (8th) Loan Year, two percent (2.0%) of the amount of Principal Balance being prepaid on such Prepayment Date; and (iii) for any Prepayment Date occurring on or after the date set forth in clause (ii) above, but prior to the ninth (9th) Loan Year, one percent (1.0%) of the amount of Principal Balance being prepaid on such Prepayment Date. Thereafter, upon not less than thirty (30) days’ prior notice to Lender, Borrower may prepay the Loan and any other amounts then due and payable under table immediately following this Agreement and other Loan Documents in whole but not in part, without Prepayment Fee. The Prepayment Fee shall be due and payable upon any acceleration or prepayment of the Loan, whether voluntary, involuntary, as a result of, or otherwise in connection with, a Creditors’ Rights Law proceeding or upon occurrence of an Event of Default, and Lender shall not be obligated to accept any prepayment unless it is accompanied by all accrued interest due under the Loan Documents and all other Obligations of Borrower due under the Loan Documents, together with an amount equal to paragraph opposite the applicable Prepayment Fee. Such amounts may be applied Period, multiplied by Lender in such order the sum of: (w) the then outstanding principal amount of this Note plus (x) accrued and priority as Lender shall determine. The parties hereto acknowledge and agree that the damages that Xxxxxx would suffer as a result of the Loan being prepaid are difficult or impossible to ascertain and, therefore, agree that the aforesaid Prepayment Fee is a reasonable approximation of such damages and does not constitute a penalty. Xxxxxx is not obligated hereunder or under any of the other Loan Documents to re-advance to Borrower any sums prepaid by Xxxxxxxx, whether prepaid voluntarily or involuntarily. If for any reason Borrower prepays the Loan on a date other than a Payment Date, Borrower shall also pay to Lender, in addition to any other amounts required under this Section 2.3(d), all unpaid interest which would have accrued on the prepayment unpaid principal amount from of this Note to the Optional Prepayment Date until plus (but not includingy) Default Interest, if any, on the next succeeding Payment Dateamounts referred to in clauses (w) and (x) plus (z) any amounts owed to the Holder pursuant to Section 1.4 hereof (the “Optional Prepayment Amount”).

Prepayment. Except Notwithstanding anything to the contrary contained in this Note, so long as otherwise expressly stated in Articles 2 the Maker has not received a Notice of Conversion from the Holder, then at any time during the period beginning on October 30, 2014 and 3 hereofending on the Maturity Date, upon the Maker shall have the right, exercisable on not less than thirty five (305) business days prior written notice to Lenderthe Holder, Borrower may to prepay the Loan outstanding Note in full, in accordance with this Section 1.11. Any notice of prepayment hereunder (an “Optional Prepayment Notice”) shall be delivered to the Holder of the Note at its registered addresses and any other amounts then due shall state: (1) that the Maker is exercising its right to prepay the Note, and payable under this Agreement (2) the date of prepayment which shall be not less than five (5) business days from the date on which the Optional Prepayment Notice is delivered. On (and other Loan Documents in whole but not in part, upon payment of a before) the date fixed for prepayment fee (the “Optional Prepayment FeeDate”), the Maker shall make payment of the Optional Prepayment Amount (as defined below) equal to, to or upon the order of the Holder as applicable, specified by the Holder in writing to the Maker at least one (i1) for any Prepayment Date occurring business day prior to the Seventh (7th) Loan YearOptional Prepayment Date. Notwithstanding the foregoing, the Yield Maintenance Holder shall have the right to convert all or any portion of this Note even after an Optional Prepayment Notice has been delivered, so long as the Holder submits a Notice of Conversion prior to actual prepayment of this Note. If the Maker exercises its right to prepay the Note, the Maker shall make payment to the Holder of an amount (the “Optional Prepayment Amount, ”) in cash equal to 125% of the sum of: (iix) for any Prepayment Date occurring the then outstanding principal amount of this Note plus (y) Default Interest (if any) on or after the date set forth amount referred to in clause (ix), plus (z) aboveall other fees, but prior penalties or liquidated damage amounts owed to the eighth Holder pursuant to the terms of this Note (8thif any). The Maker shall also issue, for no additional consideration, the number of Warrants equal to what the Holder would have received if such Holder converted this Note in full (without regard to any limitations on conversion contained herein) Loan Year, two percent (2.0%) of immediately before the amount of Principal Balance being prepaid date on such which the Optional Prepayment Notice is delivered. If the Maker delivers an Optional Prepayment Notice and fails to pay the Optional Prepayment Amount due to the Holder on the Optional Prepayment Date; and (iii) for any Prepayment Date occurring on or after , the date set forth in clause (ii) above, but prior Maker shall forever forfeit its right to the ninth (9th) Loan Year, one percent (1.0%) of the amount of Principal Balance being prepaid on such Prepayment Date. Thereafter, upon not less than thirty (30) days’ prior notice to Lender, Borrower may prepay the Loan and any other amounts then due and payable under this Agreement and other Loan Documents in whole but not in part, without Prepayment Fee. The Prepayment Fee shall be due and payable upon any acceleration or prepayment of the Loan, whether voluntary, involuntary, as a result of, or otherwise in connection with, a Creditors’ Rights Law proceeding or upon occurrence of an Event of Default, and Lender shall not be obligated Note pursuant to accept any prepayment unless it is accompanied by all accrued interest due under the Loan Documents and all other Obligations of Borrower due under the Loan Documents, together with an amount equal to the applicable Prepayment Fee. Such amounts may be applied by Lender in such order and priority as Lender shall determine. The parties hereto acknowledge and agree that the damages that Xxxxxx would suffer as a result of the Loan being prepaid are difficult or impossible to ascertain and, therefore, agree that the aforesaid Prepayment Fee is a reasonable approximation of such damages and does not constitute a penalty. Xxxxxx is not obligated hereunder or under any of the other Loan Documents to re-advance to Borrower any sums prepaid by Xxxxxxxx, whether prepaid voluntarily or involuntarily. If for any reason Borrower prepays the Loan on a date other than a Payment Date, Borrower shall also pay to Lender, in addition to any other amounts required under this Section 2.3(d), all interest which would have accrued on the prepayment amount from the Prepayment Date until (but not including) the next succeeding Payment Date1.11.

Prepayment. Except as otherwise expressly stated Borrower shall pay the charge provided in Articles 2 and 3 hereof, upon not less than thirty (30) days prior notice to Lender, Borrower may prepay the Loan and any other amounts then due and payable under this Agreement and other Loan Documents in whole but not in part, upon payment of a prepayment fee (the “Prepayment Fee”) equal to, as applicable, (i) Note for any Prepayment Date occurring prior to the Seventh (7th) Loan Year, the Yield Maintenance Amount, (ii) for any Prepayment Date occurring on or after the date set forth in clause (i) above, but prior to the eighth (8th) Loan Year, two percent (2.0%) of the amount of Principal Balance being prepaid on such Prepayment Date; and (iii) for any Prepayment Date occurring on or after the date set forth in clause (ii) above, but prior to the ninth (9th) Loan Year, one percent (1.0%) of the amount of Principal Balance being prepaid on such Prepayment Date. Thereafter, upon not less than thirty (30) days’ prior notice to Lender, Borrower may prepay the Loan and any other amounts then due and payable under this Agreement and other Loan Documents in whole but not in part, without Prepayment Fee. The Prepayment Fee shall be due and payable upon any acceleration or prepayment of the Loan, whether voluntary, involuntary, as a result of, or otherwise in connection with, a Creditors’ Rights Law proceeding or upon Obligations if for any reason (including the acceleration of the due date of the Obligations by Lender following the occurrence of an Event of Default) any of such Obligations shall be due and payable or paid prior to the stated maturity date thereof, whether or not such payment is made prior to or at any sale held pursuant to or by virtue of this Article IV. Lender has relied on Borrower’s creditworthiness and its agreement to repay the Obligations in strict accordance with the terms set forth in the Loan Instruments, and Lender shall would not be obligated make the Loan without the promises by Borrower to accept make all payments due pursuant to the Loan Instruments and not to prepay all or any part of the principal balance of the Note prior to the final maturity date thereof, except on the terms expressly set forth herein and in the Note. Therefore, any prepayment unless of the Note, whether occurring as a voluntary prepayment by Borrower or occurring upon an acceleration of the Note by Lender or otherwise, will prejudice Lender’s ability to meet its obligations and to earn the return on the funds advanced to Borrower, which Lender intended and expected to earn when it is accompanied by all accrued interest due under made the Loan, and will also result in other losses and additional expenses to Lender. In consideration of Lender making the Loan Documents at the interest rate and for the term set forth in the Note, Borrower expressly waives all rights it may have under applicable law to prepay, without charge or premium, all or any part of the Note, either voluntarily or upon an acceleration of the Note by Lender, including an acceleration upon the making or suffering by Borrower of any transfer or disposition prohibited by Section 1.11. If a prepayment of all or any part of the principal balance of the Note is made by or on behalf of Borrower, for any reason (other Obligations of Borrower due under the Loan Documents, together than in connection with an amount equal a casualty or condemnation with respect to the applicable Prepayment Fee. Such amounts may be applied by Lender in Secured Property when no Event of Default exists and such order and priority as Lender shall determine. The parties hereto acknowledge and agree that the damages that Xxxxxx would suffer payment of outstanding principal is made as a result of Lender’s election pursuant to Section 1.03F(3) or Section 1.07B(3) of this Security Deed, in which events no Make-Whole Amount shall be due in connection therewith), whether due to the voluntary acceptance by Lender of a prepayment tendered by Borrower, or the acceleration of the Note by Lender, or in connection with any reinstatement of the Loan being prepaid are difficult Instruments pursuant to any foreclosure proceedings, or impossible any right of redemption exercised by Borrower or any other party having the right to ascertain andredeem or to prevent any foreclosure of this Security Deed, thereforeor upon the consummation of any foreclosure sale, agree that the aforesaid Prepayment Fee is a reasonable approximation of such damages and does not constitute a penalty. Xxxxxx is not obligated hereunder or under any other circumstances, Borrower or any other Person making any such prepayment shall be obligated to pay, concurrently therewith, the Make-Whole Amount, as defined and as set forth in the Note, and the payment of the Make-Whole Amount shall be a condition to the making of such prepayment, and the payment of the Make-Whole Amount shall be secured by this Security Deed and the other Loan Documents to re-advance to Borrower any sums prepaid by Xxxxxxxx, whether prepaid voluntarily or involuntarilyInstruments. If for any reason Borrower prepays the Loan on a date other than a Payment Date, Borrower shall also pay the Make-Whole Amount without prejudice to Lender, in addition the right of Lender to collect any other amounts required under this Section 2.3(d)due pursuant hereto or to declare a default hereunder. Nothing herein shall be construed as permitting any partial prepayment of the Obligations, all interest which would have accrued on the prepayment amount from the Prepayment Date until (but not including) the next succeeding Payment Dateexcept with Lender’s prior written consent thereto obtained in each instance.

Prepayment. Except as otherwise expressly stated Loans may be prepaid upon the terms and conditions set forth herein. For Loans in Articles 2 and 3 hereofconnection with which Borrower has or may incur Hedging Obligations, the related Lender Hedging Agreement shall terminate upon not less than thirty prepayment of the associated Loan (30subject to the provisions related to early termination that are contained in such Lender Hedging Agreement) days prior notice to unless Lender, Borrower in its sole discretion agrees in writing to continue the Lender Hedging Agreement in full force and effect to its stated maturity, and additional obligations may prepay be associated with prepayment, in accordance with the terms and conditions of the applicable Lender Hedging Agreements. Each prepayment of the principal amount of a Loan shall be accompanied by the payment of all charges outstanding on such Loan and any other amounts then of all accrued interest on the principal repaid to the date of payment. Borrower acknowledges that prepayment or acceleration of the Term Loan may result in Lender incurring additional costs, expenses and/or liabilities and that it is extremely difficult and impractical to ascertain the extent of such costs, expenses and/or liabilities. Therefore, all full or partial prepayments of the Term Loan (including without limitation upon acceleration of such Loan) shall be accompanied by, and Borrower hereby promises to pay on each date the Term Loan is prepaid or the date all sums payable under the Term Loan become due and payable under this Agreement and other Loan Documents in whole but not in part, upon payment of a prepayment fee (the “Prepayment Fee”) equal to, as applicable, (i) for any Prepayment Date occurring prior to the Seventh (7th) Loan Year, the Yield Maintenance Amount, (ii) for any Prepayment Date occurring on or after the date set forth in clause (i) above, but prior to the eighth (8th) Loan Year, two percent (2.0%) of the amount of Principal Balance being prepaid on such Prepayment Date; and (iii) for any Prepayment Date occurring on or after the date set forth in clause (ii) above, but prior to the ninth (9th) Loan Year, one percent (1.0%) of the amount of Principal Balance being prepaid on such Prepayment Date. Thereafter, upon not less than thirty (30) days’ prior notice to Lender, Borrower may prepay the Loan and any other amounts then due and payable under this Agreement and other Loan Documents in whole but not in part, without Prepayment Fee. The Prepayment Fee shall be due and payable upon any acceleration or prepayment of the Loan, whether voluntary, involuntary, as a result of, or otherwise in connection with, a Creditors’ Rights Law proceeding or upon occurrence of an Event of Default, and Lender shall not be obligated to accept any prepayment unless it is accompanied by all accrued interest due under the Loan Documents and all other Obligations of Borrower due under the Loan Documents, together with an amount equal to the applicable Prepayment Fee. Such amounts may be applied by Lender in such order and priority as Lender shall determine. The parties hereto acknowledge and agree that the damages that Xxxxxx would suffer as a result of the Loan being prepaid are difficult or impossible to ascertain and, therefore, agree that the aforesaid Prepayment Fee is a reasonable approximation of such damages and does not constitute a penalty. Xxxxxx is not obligated hereunder or under any of the other Loan Documents to re-advance to Borrower any sums prepaid by Xxxxxxxx, whether prepaid voluntarily or involuntarily. If for any reason Borrower prepays the Loan on a date other than a Payment Date, Borrower shall also pay to Lenderacceleration, in addition to all other sums then owing, an amount (the "Yield Maintenance Fee") computed as follows: The current rate for United States Treasury securities (bills on a discounted basis shall be converted to a bond equivalent) with a maturity date closest to the scheduled payment date for the amounts being prepaid shall be subtracted from the "cost of funds" component of the interest rate in effect hereunder for the Term Loan at the time of prepayment. If the result is zero or a negative number, there shall be no Yield Maintenance Fee. If the result is a positive number, then the resulting percentage shall be multiplied by the amount of the principal balance being prepaid. The resulting amount shall be divided by 360 and multiplied by the number of days remaining in the term as to which the prepayment is being made. Said amount shall be reduced to present value, calculated by using the number of days remaining in the term as to which the prepayment is being made and using the above-referenced United States Treasury security rate and the number of days remaining in the term as to which the prepayment is being made. The resulting amount shall be the Yield Maintenance Fee due to Lender upon prepayment of the Term Loan (if any). Borrower acknowledges that the Yield Maintenance Fee is bargained-for consideration and not a penalty. All prepayments of any other amounts required under this Section 2.3(d)Loan shall be applied first to fees and expenses then due hereunder, all second to any Hedging Obligations owed by Borrower with respect to such Loan, third to interest which would have accrued on the prepayment amount from unpaid principal balance accrued to the Prepayment Date until (but not including) date of prepayment, and last to the next succeeding Payment Date.principal balance of the Loan which is being prepaid

Prepayment. Except as otherwise expressly stated Notwithstanding anything to the contrary contained in Articles 2 this Note, at any time during the period beginning on the Issue Date and 3 hereof, upon not less than ending on the date which is thirty (30) days following the issue date, the Borrower shall have the right, exercisable on not less than three (3) Trading Days prior written notice to Lender, Borrower may the Holder of the Note to prepay the Loan outstanding Note (principal and any other amounts then due accrued interest), in full, in accordance with this Section 1.9. Any notice of prepayment hereunder (an “Optional Prepayment Notice”) shall be delivered to the Holder of the Note at its registered addresses and payable under this Agreement shall state: (1) that the Borrower is exercising its right to prepay the Note, and other Loan Documents in whole but (2) the date of prepayment which shall be not in part, upon payment more than three (3) Trading Days from the date of a the Optional Prepayment Notice. On the date fixed for prepayment fee (the “Optional Prepayment FeeDate”), the Borrower shall make payment of the Optional Prepayment Amount (as defined below) to or upon the order of the Holder as specified by the Holder in writing to the Borrower at least one (1) business day prior to the Optional Prepayment Date. If the Borrower exercises its right to prepay the Note, the Borrower shall make payment to the Holder of an amount in cash (the “Optional Prepayment Amount”) equal toto 115%, multiplied by the sum of: (w) the then outstanding principal amount of this Note plus (x) Default Interest, if any, on the amounts referred to in clauses (w) and (x) plus (y) any amounts owed to the Holder pursuant to Sections 1.3 and 1.4(g) hereof. If the Borrower delivers an Optional Prepayment Notice and fails to pay the Optional Prepayment Amount due to the Holder of the Note within two (2) business days following the Optional Prepayment Date, the Borrower shall forever forfeit its right to prepay the Note pursuant to this Section 1.9. Notwithstanding anything to the contrary contained in this Note, at any time during the period beginning on the date which is thirty-one (31) days following the issue date and ending on the date which is sixty (60) days following the issue date, the Borrower shall have the right, exercisable on not less than three (3) Trading Days prior written notice to the Holder of the Note to prepay the outstanding Note (principal and accrued interest), in full, in accordance with this Section 1.9. Any Optional Prepayment Notice shall be delivered to the Holder of the Note at its registered addresses and shall state: (1) that the Borrower is exercising its right to prepay the Note, and (2) the date of prepayment which shall be not more than three (3) Trading Days from the date of the Optional Prepayment Notice. On the Optional Prepayment Date, the Borrower shall make payment of the Second Optional Prepayment Amount (as applicable, defined below) to or upon the order of the Holder as specified by the Holder in writing to the Borrower at least one (i1) for any Prepayment Date occurring business day prior to the Seventh (7th) Loan YearOptional Prepayment Date. If the Borrower exercises its right to prepay the Note, the Yield Maintenance Borrower shall make payment to the Holder of an amount in cash (the “Second Optional Prepayment Amount”) equal to 120%, multiplied by the sum of: (iiw) for the then 12 outstanding principal amount of this Note plus (x) Default Interest, if any, on the amounts referred to in clauses (w) and (x) plus (y) any amounts owed to the Holder pursuant to Sections 1.3 and 1.4(g) hereof. If the Borrower delivers an Optional Prepayment Date occurring Notice and fails to pay the Second Optional Prepayment Amount due to the Holder of the Note within two (2) business days following the Optional Prepayment Date, the Borrower shall forever forfeit its right to prepay the Note pursuant to this Section 1.9. Notwithstanding anything to the contrary contained in this Note, at any time during the period beginning on or after the date set forth which is sixty-one (61) days following the issue date and ending on the date which is ninety (90) days following the issue date, the Borrower shall have the right, exercisable on not less than three (3) Trading Days prior written notice to the Holder of the Note to prepay the outstanding Note (principal and accrued interest), in clause full, in accordance with this Section 1.9. Any Optional Prepayment Notice shall be delivered to the Holder of the Note at its registered addresses and shall state: (i1) abovethat the Borrower is exercising its right to prepay the Note, but and (2) the date of prepayment which shall be not more than three (3) Trading Days from the date of the Optional Prepayment Notice. On the Optional Prepayment Date, the Borrower shall make payment of the Third Optional Prepayment Amount (as defined below) to or upon the order of the Holder as specified by the Holder in writing to the Borrower at least one (1) business day prior to the eighth Optional Prepayment Date. If the Borrower exercises its right to prepay the Note, the Borrower shall make payment to the Holder of an amount in cash (8ththe “Third Optional Prepayment Amount”) Loan Yearequal to 123%, two percent multiplied by the sum of: (2.0%w) the then outstanding principal amount of this Note plus (x) Default Interest, if any, on the amounts referred to in clauses (w) and (x) plus (y) any amounts owed to the Holder pursuant to Sections 1.3 and 1.4(g) hereof. If the Borrower delivers an Optional Prepayment Notice and fails to pay the Optional Prepayment Amount due to the Holder of the amount of Principal Balance being prepaid on such Note within two (2) business days following the Optional Prepayment Date; , the Borrower shall forever forfeit its right to prepay the Note pursuant to this Section 1.9. Notwithstanding any to the contrary stated elsewhere herein, at any time during the period beginning on the date that is one ninety-one (91) day from the issue date and ending one hundred eighty (180) days following the issue date, the Borrower shall have the right, exercisable on not less than three (3) Trading Days prior written notice to the Holder of the Note to prepay the outstanding Note (principal and accrued interest), in full, in accordance with this Section 1.9. Any Optional Prepayment Notice shall be delivered to the Holder of the Note at its registered addresses and shall state: (1) that the Borrower is exercising its right to prepay the Note, and (iii2) for any Prepayment Date occurring on or after the date set forth of prepayment which shall be not more than three (3) Trading Days from the date of the Optional Prepayment Notice. On the Optional Prepayment Date, the Borrower shall make payment of the Fourth Optional Prepayment Amount (as defined below) to or upon the order of the Holder as specified by the Holder in clause writing to the Borrower at least one (ii1) above, but business day prior to the ninth (9th) Loan Year, one percent (1.0%) of the amount of Principal Balance being prepaid on such Optional Prepayment Date. Thereafter, upon not less than thirty (30) days’ prior notice If the Borrower exercises its right to Lender, Borrower may prepay the Loan Note, the Borrower shall make payment to the Holder of an amount in cash (the “Fourth Optional Prepayment Amount”) equal to 135%, multiplied by the sum of: (w) the then outstanding principal amount of this Note plus (x) Default Interest, if any, on the amounts referred to in clauses (w) and (x) plus (y) any other amounts then owed to the Holder pursuant to Sections 1.3 and 1.4(g) hereof. If the Borrower delivers an Optional Prepayment Notice and fails to pay the Optional 13 Prepayment Amount due and payable under this Agreement and other Loan Documents in whole but not in part, without Prepayment Fee. The Prepayment Fee shall be due and payable upon any acceleration or prepayment to the Holder of the LoanNote within two (2) business days following the Optional Prepayment Date, whether voluntary, involuntary, as a result of, or otherwise in connection with, a Creditors’ Rights Law proceeding or upon occurrence the Borrower shall forever forfeit its right to prepay the Note pursuant to this Section 1.9. . After the expiration of an Event of Default, and Lender shall not be obligated to accept any prepayment unless it is accompanied by all accrued interest due under one hundred eighty (180) following the Loan Documents and all other Obligations of Borrower due under the Loan Documents, together with an amount equal to the applicable Prepayment Fee. Such amounts may be applied by Lender in such order and priority as Lender shall determine. The parties hereto acknowledge and agree that the damages that Xxxxxx would suffer as a result date of the Loan being prepaid are difficult or impossible to ascertain andNote, therefore, agree that the aforesaid Prepayment Fee is a reasonable approximation of such damages and does not constitute a penalty. Xxxxxx is not obligated hereunder or under any of the other Loan Documents to re-advance to Borrower any sums prepaid by Xxxxxxxx, whether prepaid voluntarily or involuntarily. If for any reason Borrower prepays the Loan on a date other than a Payment Date, Borrower shall also pay to Lender, in addition to any other amounts required under this Section 2.3(d), all interest which would have accrued on the prepayment amount from the Prepayment Date until (but not including) the next succeeding Payment Dateno right of prepayment.

Prepayment. Except The Borrower shall not prepay all or any portion of the principal amount outstanding of Revolving Loans without the express written consent of the Lender, which consent shall be in the Lender’s sole discretion to grant or withhold, and except as may otherwise expressly stated be permitted hereunder. Any prepayment shall be made together with accrued interest to the date of such prepayment on the amount prepaid; provided, however, that (i) prepayments of Revolving Loans prior to the Maturity Date shall not reduce the Revolving Loan Commitment; (ii) all prepayments shall be in Articles 2 and 3 hereof, upon amounts not less than thirty (30) days prior notice to Lender, Borrower may prepay the Loan and any other amounts then due and payable under this Agreement and other Loan Documents in whole but not in part, upon payment lesser of a prepayment fee (the “Prepayment Fee”) equal to, as applicable, (i) for any Prepayment Date occurring prior to the Seventh (7th) Loan Year, the Yield Maintenance Amount, (ii) for any Prepayment Date occurring on $100,000 or after the date set forth in clause (i) above, but prior to the eighth (8th) Loan Year, two percent (2.0%) of an integral multiple thereof or the amount of Principal Balance any Revolving Loan being prepaid on such Prepayment Dateprepaid; and (iii) for any Prepayment Date occurring Revolving Loan may be designated by the Borrower to be prepaid if and only to the extent that prepayment is made on the last day of an Interest Period or after subject to the payment of amounts described in Section 7.1(d) hereof. Each prepayment made pursuant to this Section shall be accompanied by the payment of (i) accrued interest to date set forth in clause of such prepayment on the amount prepaid and (ii) above, but prior any and all payments required pursuant to Section 7.1 hereof in respect of such prepayment. (c) If the ninth (9th) Loan Year, one percent (1.0%) of Borrower receives notice from the Lender that the aggregate principal amount of Principal Balance being prepaid on such Prepayment Date. Thereafterall Revolving Loans outstanding hereunder exceeds at any time $18,000,000, upon not less than thirty (30) days’ prior notice to Lenderthe Borrower shall prepay Revolving Loans, Borrower may prepay the Loan and any other amounts then due and payable under this Agreement and other Loan Documents in whole but not in part, without Prepayment Fee. The Prepayment Fee shall be due and payable upon any acceleration or prepayment of the Loan, whether voluntary, involuntary, as a result of, or otherwise in connection with, a Creditors’ Rights Law proceeding or upon occurrence of an Event of Default, and Lender shall not be obligated to accept any prepayment unless it is accompanied by together with all accrued interest thereon and any amounts due under the Loan Documents and all other Obligations Section 7.1(d) hereof, as necessary to eliminate such excess within 2 Business Days after receipt of Borrower due under the Loan Documents, together with an amount equal to the applicable Prepayment Feesuch notice. Such amounts (d) The Revolving Credit Termination Date may be applied by Lender in such order and priority extended any number of times as Lender shall determine. follows: i. The parties hereto acknowledge and agree that the damages that Xxxxxx would suffer as a result of the Loan being prepaid are difficult or impossible to ascertain and, therefore, agree that the aforesaid Prepayment Fee is a reasonable approximation of such damages and does not constitute a penalty. Xxxxxx is not obligated hereunder or under any of the other Loan Documents to re-advance to Borrower any sums prepaid by Xxxxxxxx, whether prepaid voluntarily or involuntarily. If for any reason Borrower prepays the Loan on a date other than a Payment Date, Borrower shall also pay to Lender, give the Lender an irrevocable written request substantially in addition to any other amounts required under this Section 2.3(d), all interest which would have accrued on the prepayment amount from form of Exhibit C hereto at least one year and 30 days before the Prepayment Revolving Credit Termination Date until (but not including) the next succeeding Payment Datethen in effect.

Prepayment. Except as otherwise expressly stated in Articles 2 and 3 hereofProvided no Event of Default exists, upon not less than thirty (30) days prior notice to Lenderthe principal balance of the Note may be prepaid, Borrower may prepay the Loan and any other amounts then due and payable under this Agreement and other Loan Documents in whole but not in part, upon upon: (i) not less than 15 days and not more than 30 days prior written notice (the "Prepayment Notice") to Lender specifying the scheduled payment date on which prepayment is to be made (the "Prepayment Date"); (ii) payment of all accrued and unpaid interest on the outstanding principal balance of the Note to and including the Prepayment Date together with a payment of all interest which would have accrued on the principal balance of the Note to and including the first day of the calendar month immediately following the Prepayment Date, if such prepayment occurs on a date which is not the first day of a calendar month (the "Shortfall Interest Payment"); (iii) payment of all other sums then due under the Note, and the Security Agreement and (iv) payment of a prepayment fee consideration (the “"Prepayment Fee”Consideration") in an amount equal to, as applicable, (i) for any Prepayment Date occurring prior to the Seventh (7th) Loan Year, the Yield Maintenance Amount, (ii) for any Prepayment Date occurring on or after the date set forth in clause (i) above, but prior to the eighth (8th) Loan Year, two one percent (2.01%) of the principal amount of Principal Balance the Note being prepaid on such prepaid. If a Prepayment Date; and (iii) for any Prepayment Date occurring on or after the date set forth in clause (ii) above, but prior to the ninth (9th) Loan Year, one percent (1.0%) of the amount of Principal Balance being prepaid on such Prepayment Date. Thereafter, upon not less than thirty (30) days’ prior notice Notice is given by Borrower to Lender, Borrower may prepay the principal balance of the Note and the other sums required by the Note, Security Agreement or Loan and any other amounts then due and payable under this Agreement and other Loan Documents in whole but not in part, without Prepayment Fee. The Prepayment Fee shall be due and payable upon any acceleration or prepayment of on the Loan, whether voluntary, involuntary, as a result of, or otherwise in connection with, a Creditors’ Rights Law proceeding or upon occurrence of an Event of Default, and Prepayment Date. Lender shall not be obligated to accept any prepayment of the principal balance of the Note unless it is accompanied by all accrued interest sums due under the Loan Documents and all other Obligations of Borrower due under the Loan Documents, together with an amount equal in connection therewith. Notwithstanding anything contained herein to the applicable contrary, provided no Event of Default exists, no Prepayment Fee. Such amounts Consideration shall be due in connection with a complete or partial prepayment resulting from the application of Proceeds as set forth in the Security Agreement and partial prepayments may be applied by Lender in made from such order and priority as Lender shall determine. The parties hereto acknowledge and agree that the damages that Xxxxxx would suffer as a result of the Loan being prepaid are difficult or impossible to ascertain and, therefore, agree that the aforesaid Prepayment Fee is a reasonable approximation of such damages and does not constitute a penalty. Xxxxxx is not obligated hereunder or under any of the other Loan Documents to re-advance to Borrower any sums prepaid by Xxxxxxxx, whether prepaid voluntarily or involuntarily. If for any reason Borrower prepays the Loan on a date other than a Payment Date, Borrower shall also pay to Lender, in addition to any other amounts required under this Section 2.3(d), all interest which would have accrued on the prepayment amount from the Prepayment Date until (but not including) the next succeeding Payment DateProceeds.

Prepayment. Except as otherwise expressly stated in Articles 2 and 3 hereofNotwithstanding the provisions of Section 2.3 of this Note, at any time after the Issuance Date, upon ten (10) Business Days written notice to the Holders and during which ten (10) day period the Holders shall have the right to convert the Note into Conversion Shares pursuant to Section 4.1(a) of this Note, the Maker at its option, shall have the right to prepay all (but not less than thirty all) of the outstanding Principal and accrued but unpaid interest on this Note and all Other Notes then outstanding (30the “Voluntary Prepayment”) days prior notice by delivering to Lender, Borrower may prepay the Loan Holder of this Note and any other amounts to each Other Holder of the Other Notes then due outstanding the applicable Prepayment Price (as defined below) for this Note and payable under this Agreement and other Loan Documents in whole but not in part, upon payment of a each such Other Note. The prepayment fee price (the “Prepayment FeePrice”) equal toshall equal, as applicablefor this Note and each Other Note, the product of (i) for any Prepayment Date occurring (A) the outstanding Principal being prepaid plus (B) all accrued but unpaid interest through and including the date prior to the Seventh (7th) Loan Yeardate the Prepayment Price is paid, the Yield Maintenance Amount, multiplied by (ii) for 120%. Notwithstanding the above in this Section 5.1, the Maker’s right to prepay hereunder shall not apply to any Prepayment Date occurring portion of this Note that is not convertible on or after the date set forth in clause (i) above, but prior to the eighth (8th) Loan Year, two percent (2.0%) of the amount of Principal Balance being prepaid on such Prepayment Date; and (iii) for any Prepayment Date occurring on or after the date set forth in clause (ii) above, but prior to the ninth (9th) Loan Year, one percent (1.0%) of the amount of Principal Balance being prepaid on such Prepayment Date. Thereafter, upon not less than thirty (30) days’ prior prepayment notice to Lender, Borrower may prepay the Loan and any other amounts then due and payable under this Agreement and other Loan Documents in whole but not in part, without Prepayment Fee. The Prepayment Fee shall be due and payable upon any acceleration or prepayment of the Loan, whether voluntary, involuntary, as a result of, or otherwise in connection with, a Creditors’ Rights Law proceeding or upon occurrence of an Event of Default, and Lender shall not be obligated to accept any prepayment unless it is accompanied by all accrued interest due under the Loan Documents and all other Obligations of Borrower due under the Loan Documents, together with an amount equal to the applicable Prepayment Fee. Such amounts may be applied by Lender in such order and priority as Lender shall determine. The parties hereto acknowledge and agree that the damages that Xxxxxx would suffer as a result of the Loan being prepaid are difficult or impossible 9.999% conversion limitation described in Section 4.4(b) above. For example, if (AA) this Note then permits the Holder to ascertain andacquire one hundred (100) Conversion Shares, therefore(BB) the Maker delivers a written notice to the Holder of the Maker’s intent to prepay the Note and Other Notes in full, agree and (CC) due to a 9.999% conversion limitation on the conversion of this Note that is then in effect, this Note can only be converted into 25 Conversion Shares on the aforesaid Prepayment Fee is a reasonable approximation date of such damages notice, then Maker’s right to prepay this Note shall only apply to the outstanding Principal (and does not constitute a penalty. Xxxxxx is not obligated hereunder or under any of the other Loan Documents accrued but unpaid interest thereof) relating to re-advance to Borrower any sums prepaid by Xxxxxxxx, whether prepaid voluntarily or involuntarily. If for any reason Borrower prepays the Loan on a date other than a Payment Date, Borrower shall also pay to Lender, in addition to any other amounts required under this Section 2.3(d), all interest which would have accrued on the prepayment amount from the Prepayment Date until (but not including) the next succeeding Payment Datesuch 25 Conversion Shares.

Prepayment. Except as otherwise expressly stated in Articles 2 No Loan Party shall voluntarily prepay any Debt except (a) the Obligations and 3 hereof, upon not less than thirty (30b) days prior notice to Lender, Borrower may prepay the Loan and any other amounts then due and payable under this Agreement and other Loan Documents in whole but not in part, upon payment if no Default or Event of a prepayment fee (the “Prepayment Fee”) equal to, as applicable, (i) for any Prepayment Date occurring prior to the Seventh (7th) Loan YearDefault exists, the Debt outstanding under the $100MM Notes and the Prudential Notes. Notwithstanding any restriction on the making of Revolving Loans hereunder, the Agent may, and shall if instructed by the Majority Lenders, repay the Debt outstanding under the Prudential Notes, including any amounts owing with respect to any "Yield Maintenance Amount" due thereunder, in its or their (iias applicable) for sole discretion, during the existence of any Prepayment Date occurring on Default or after the date set forth in clause (i) above, but prior to the eighth (8th) Loan Year, two percent (2.0%) of the amount of Principal Balance being prepaid on such Prepayment Date; and (iii) for any Prepayment Date occurring on or after the date set forth in clause (ii) above, but prior to the ninth (9th) Loan Year, one percent (1.0%) of the amount of Principal Balance being prepaid on such Prepayment Date. Thereafter, upon not less than thirty (30) days’ prior notice to Lender, Borrower may prepay the Loan and any other amounts then due and payable under this Agreement and other Loan Documents in whole but not in part, without Prepayment Fee. The Prepayment Fee shall be due and payable upon any acceleration or prepayment of the Loan, whether voluntary, involuntary, as a result of, or otherwise in connection with, a Creditors’ Rights Law proceeding or upon occurrence of an Event of Default, during the existence of any event of default under the Prudential Notes or any other event which permits acceleration of the indebtedness under the Prudential Notes, if the Prudential Notes otherwise become due and payable in full, or if the holders of the Prudential Notes do not vote affirmatively for any proposed consent, waiver, amendment, or other modification relating to this Agreement which pursuant to the Intercreditor Agreement the holders of the Prudential Notes are entitled to vote hereunder and such proposed consent, waiver, amendment, or other modification is not approved but would have been approved if the holders of the Prudential Notes had no voting rights hereunder. The amount of any payment pursuant to the preceding sentence shall constitute Revolving Loans pursuant to this Agreement, and the Borrowers and the Lenders agree that the existence or occurrence of any event which may result in any payment of the Prudential Notes pursuant to the preceding sentence shall be deemed a request for a Borrowing of Base Rate Revolving Loans hereunder and that the Agent may charge the amount of any such payment to the Loan Account as provided in this Agreement. Each Lender agrees that notwithstanding anything in this Agreement to the contrary, Revolving Loans that are made pursuant to this Agreement, whether in the Agent's discretion or at the direction of the Majority Lenders or any other group of applicable Lenders as provided herein, to repay in full the Prudential Notes shall not be obligated subject to accept any prepayment unless it is accompanied by all accrued interest due under the Loan Documents requirements of Section 8.2. The Borrowers and all other Obligations of Borrower due under the Loan Documents, together with Agent agree that a Reserve in an amount at least equal to the applicable Prepayment Fee. Such amounts may be applied outstanding principal and "Yield Maintenance Amount" (as determined by Lender the Agent in such order and priority as Lender shall determine. The parties hereto acknowledge and agree that the damages that Xxxxxx would suffer as a result exercise of its reasonable credit judgment) of the Loan being prepaid are difficult or impossible Prudential Notes shall be maintained at all times prior to ascertain and, therefore, agree that the aforesaid Prepayment Fee is a reasonable approximation of such damages and does not constitute a penalty. Xxxxxx is not obligated hereunder or under any repayment in full of the other Loan Documents to re-advance to Borrower any sums prepaid by Xxxxxxxx, whether prepaid voluntarily or involuntarily. If for any reason Borrower prepays the Loan on a date other than a Payment Date, Borrower shall also pay to Lender, in addition to any other amounts required under this Section 2.3(d), all interest which would have accrued on the prepayment amount from the Prepayment Date until (but not including) the next succeeding Payment DatePrudential Notes.

Prepayment. Except (a) Borrower may not prepay the Loan, in whole or in part, except as otherwise expressly stated provided in Articles 2 Section 4.3(b) and 3 hereof4.3(c) below and except that (i) upon a Lightstone Property Sale, upon or (ii) the Taking of a Lightstone Property in whole or in substantial part, Borrower shall prepay the portion of the Loan set forth in Exhibit C annexed hereto opposite the name of each of the Lightstone Properties or so much of such portion as has not less than thirty been prepaid previously and, in the case of a Lightstone Property Sale, simultaneously shall pay to Lender an Exit Fee computed as provided in Section 4.3(d) unless payment of said Exit Fee shall be deemed waived by Lender as provided in Section 4.3(d). A Lightstone Property shall be deemed to have been Taken in substantial part if the portion thereof remaining after the Taking cannot practically and economically be restored so as to be suitable for the use to which the Lightstone Property in question was being put at the time of the Taking. (30b) days prior notice to Lender, Borrower may prepay the Loan and any other amounts then due and payable under this Agreement and other Loan Documents Loan, in whole but not in part, upon payment of a prepayment fee (the “Prepayment Fee”) equal to, as applicable, (i) for or at any Prepayment Date occurring prior to the Seventh (7th) Loan Year, the Yield Maintenance Amount, (ii) for any Prepayment Date occurring on or time after the date set forth in clause (i) above, but prior to the eighth (8th) Loan Year, two percent (2.0%) repayment of the amount of Principal Balance being prepaid First Mortgage on such Prepayment Date; its original or any extended maturity date upon at least forty-five (45) days notice to Lender and (iii) for any Prepayment Date occurring on or after the date set forth in clause (ii) above, but prior payment to the ninth (9th) Loan Year, one percent (1.0%) Lender of the amount of Principal Balance being prepaid on Exit Fee computed as provided in Section 4.3(d) simultaneously with such Prepayment Dateprepayment. Thereafter, upon not less than thirty (30c) days’ prior notice to Lender, Borrower may prepay the Loan and any other amounts then due and payable under this Agreement and other Loan Documents Loan, in whole but not in part, without Prepayment Fee. The Prepayment Fee shall be due upon at least forty-five (45) days prior notice to Lender if (i) none of Steven Baruch, Jeffrey Joseph and payable upon any acceleration or Thomas Viertel are then execuxxxx xxxxxxxx ox Xxxxxx, xxx (ii) Xxxxxxxx xxxxx make payment to Lender, simultaneously with prepayment of the Loan, whether voluntaryof all accrued and unpaid Interest and the Exit Fee computed as provided in Section 4.3(d). (d) Whenever any Principal is repaid by Borrower, involuntaryfor any reason whatsoever, Borrower shall pay in addition to the Principal so paid, and any accrued and unpaid Interest thereon, an "Exit Fee" in the amount of three percent (3%) of the Principal so paid, provided, however, that if and to the extent that Principal is paid on the Maturity Date, or a prepayment is required as a result ofof a Lightstone Property Sale and there have been no material Events of Default during the Term of the Loan with respect to payments of Interest, or otherwise in connection with, a Creditors’ Rights Law proceeding or upon occurrence of an Event of Default, and Lender shall not be obligated to accept any prepayment unless it is accompanied by all accrued interest due under the Loan Documents and all other Obligations of Borrower due under the Loan Documents, together with an amount equal to the applicable Prepayment Fee. Such amounts may be applied by Lender in such order and priority as Lender shall determine. The parties hereto acknowledge and agree that the damages that Xxxxxx would suffer required as a result of the Loan being prepaid are difficult Taking of a Lightstone Property in whole or impossible to ascertain andin substantial part, therefore, agree that then the aforesaid Prepayment Exit Fee is a reasonable approximation of such damages shall be waived by Lender and does shall not constitute a penaltybe payable by Borrower. Xxxxxx is not obligated hereunder or under any of the other Loan Documents to re-advance to Borrower any sums prepaid by Xxxxxxxx, whether prepaid voluntarily or involuntarily. If for any reason Borrower prepays the Loan on a date other than a Payment Date, Borrower shall also pay to Lender(e) No prepayment, in addition to whole or in part, however occurring, shall affect in any other amounts required under this Section 2.3(d), all interest which would have accrued on way the prepayment amount from the Prepayment Date until (but not including) the next succeeding Payment Daterights or status of Lender's Affiliate as a member of Borrower.

Prepayment. Except as otherwise expressly stated The Loans are closed to prepayment, in Articles 2 whole or in part, during the period up to (and 3 hereofincluding) June 30, 2000. During the period from (and including) July 1, 2000 to (and including) December 31, 2000, upon not less than thirty fifteen (3015) days days' prior written notice to Lenderthe Administrative Agent, Borrower may prepay the Loan and any other amounts then due and payable under this Agreement and other Loan Documents Loans, in whole but not in part, upon payment of a prepayment fee (the “Prepayment Fee”) premium equal to, as applicable, (i) for any Prepayment Date occurring prior to the Seventh (7th) Loan Year, the Yield Maintenance Amount, (ii) for any Prepayment Date occurring on or after the date set forth in clause (i) above, but prior to the eighth (8th) Loan Year, two one-half of one percent (2.00.5%) of the amount of Principal Balance being prepaid on such Prepayment Date; and (iii) for any Prepayment Date occurring on or after the date set forth in clause (ii) above, but prior to the ninth (9th) Loan Year, one percent (1.0%) outstanding principal balance of the amount of Principal Balance being prepaid on such Prepayment DateLoans. Thereafter, upon not less than thirty fifteen (3015) days’ ' prior written notice to Lenderthe Administrative Agent, Borrower may prepay the Loan and any other amounts then due and payable under this Agreement and other Loan Documents Loans, in whole but not in part, without Prepayment Feeprepayment premium. The Prepayment Fee Subject to the limitations set forth above, if the Loans are prepaid, in whole or in part, including, without limitation, pursuant to a casualty or condemnation, each such prepayment shall be made to the Administrative Agent on the prepayment date specified in the applicable notice to the Administrative Agent pursuant hereto, and (in every case) together with (a) the accrued and unpaid interest on the principal amount prepaid, (b) any amounts payable to a Lender pursuant to Section 2.7(5) as a result of such prepayment while a Eurodollar Loan is in effect and (c) all costs, expenses and fees required under the Interest Rate Protection Agreement, including, without limitation, all termination premiums, penalties, fees, costs and expenses (it being understood and agreed that if Borrower has paid to and/or deposited with the Administrative Agent all amounts then due and payable upon any acceleration or prepayment of the Loan, whether voluntary, involuntary, as a result of, or otherwise in connection with, a Creditors’ Rights Law proceeding or upon occurrence of an Event of Default, and Lender shall not be obligated to accept any prepayment unless it is accompanied by all accrued interest due under the Loan Documents and all other Obligations of Borrower due under the Loan Documents, together with an amount equal Borrower shall be entitled to receive and retain any amounts which the Counterparty may be required to pay to the applicable Prepayment Fee. Such amounts may be applied by Lender in such order and priority as Lender shall determine. The parties hereto acknowledge and agree that the damages that Xxxxxx would suffer Borrower solely as a result of any earlier termination of the Interest Rate Protection Agreement). Additionally, Borrower shall, in connection with any prepayment of the Loan being prepaid are difficult or impossible made by Borrower pursuant to ascertain andthis Section 2.3(5) on any date, therefore, agree that the aforesaid Prepayment Fee regardless of whether such prepayment is a reasonable approximation of such damages and does not constitute a penalty. Xxxxxx is not obligated hereunder or under any of the other Loan Documents to re-advance to Borrower any sums prepaid by Xxxxxxxx, whether prepaid voluntarily or involuntarily. If for any reason Borrower prepays the Loan made on a date other than a Payment Date, (i) cause the Interest Rate Guaranty to be terminated and GECC to be released from any and all obligations thereunder, as determined by GECC in its sole discretion, and all costs, expenses and fees and other amounts due under the Interest Rate Protection Agreement to be paid, or (ii) provide such other evidence of such termination or release as GECC shall in its sole discretion find satisfactory. Borrower acknowledges that the Mortgage secures, among other things, the Swap Reimbursement Obligations (to the extent provided in Section 2.8(1)(c)) and the Swap Guaranty Fee and, accordingly, agrees that in the event that it fails to satisfy either of clauses (i) or (ii) above, Administrative Agent on behalf of Lenders shall not release or assign the Mortgage. If the Loans are accelerated for any reason other than casualty or condemnation, Borrower shall also pay to Lenderthe Administrative Agent (on behalf of the Lenders) the prepayment premium described above, or if the Loans are closed to prepayment, Borrower shall pay, in addition to any all other amounts required outstanding under this Section 2.3(d)the Loan Documents, all interest which would have accrued on a prepayment premium equal to five percent (5%) of the prepayment amount from outstanding balance of the Prepayment Date until (but not including) the next succeeding Payment DateLoans.

Prepayment. Except as otherwise expressly stated in Articles 2 and 3 hereof, At its option upon not less than thirty at least seven (307) days Business Days prior written notice to LenderAgent, Borrower may prepay all, or a portion of the Loan outstanding Advances by paying the entire principal balance (or such portion thereof), all accrued and any other amounts then due and payable under this Agreement and other Loan Documents in whole but not in partunpaid interest thereon, upon payment of together with a prepayment fee (charge equal to the “Prepayment Fee”) equal to, as applicable, following percentage of the Advance amount being prepaid: (i) for with respect to each Advance made pursuant to Tranche 1 and Tranche 2, if such Advance amounts are prepaid in any of the first thirty-six (36) months following the Closing Date, 1.50%, and thereafter, 0.00%, and (ii) with respect to each Advance made pursuant to Tranche 3, Tranche 4, Tranche 5, or Tranche 6 after the Second Amendment Closing Date, if such Advance amounts are prepaid in any of the first thirty-six (36) months following the Second Amendment Closing Date, 1.50%, and thereafter, 0.00% (each, a “Prepayment Date occurring Charge”); provided that any partial prepayment shall be in minimum increments of principal in the amount of $5,000,000 (or such lesser amount as is then outstanding). If at any time Borrower elects to make a prepayment, and at such time, there are outstanding Advances under multiple Tranches, the Prepayment Charge shall be determined by applying the amount of such prepayment in the following order: first, to the outstanding principal amount (and accrued but unpaid interest thereon) of Advances outstanding under the Tranche with the latest initial funding date; second, to the outstanding principal amount (and accrued but unpaid interest thereon) of Advances outstanding under the Tranche with the next latest initial funding date and so on until the entire principal balance of all Advances made hereunder (and all accrued but unpaid interest thereon) is paid in full. Xxxxxxxx agrees that the Prepayment Charge is a reasonable calculation of the Lenders’ lost profits in view of the difficulties and impracticality of determining actual damages resulting from an early repayment of the Advances. Borrower shall prepay the outstanding amount of all principal and accrued interest through the prepayment date and the Prepayment Charge upon the occurrence of a Change in Control or any other prepayment hereunder. Notwithstanding the foregoing, Agent and the Lenders agree to waive the Prepayment Charge if Agent and the Lenders (in their sole and absolute discretion) agree in writing to refinance the Advances prior to the Seventh (7th) Term Loan Year, the Yield Maintenance Amount, (ii) for any Prepayment Date occurring on or after the date set forth in clause (i) above, but prior to the eighth (8th) Loan Year, two percent (2.0%) of the amount of Principal Balance being prepaid on such Prepayment Date; and (iii) for any Prepayment Date occurring on or after the date set forth in clause (ii) above, but prior to the ninth (9th) Loan Year, one percent (1.0%) of the amount of Principal Balance being prepaid on such Prepayment Maturity Date. Thereafter, upon not less than thirty (30) days’ prior notice to Lender, Borrower may prepay the Loan and any other Any amounts then due and payable paid under this Agreement and other Loan Documents in whole but not in part, without Prepayment Fee. The Prepayment Fee Section shall be due and payable upon any acceleration or prepayment of the Loan, whether voluntary, involuntary, as a result of, or otherwise in connection with, a Creditors’ Rights Law proceeding or upon occurrence of an Event of Default, and Lender shall not be obligated to accept any prepayment unless it is accompanied by all accrued interest due under the Loan Documents and all other Obligations of Borrower due under the Loan Documents, together with an amount equal to the applicable Prepayment Fee. Such amounts may be applied by Lender Agent to the then unpaid amount of any Secured Obligations (including principal and interest) in such order and priority as Lender shall determine. The parties hereto acknowledge and agree that the damages that Xxxxxx would suffer as a result of the Loan being prepaid are difficult or impossible to ascertain and, therefore, agree that the aforesaid Prepayment Fee is a reasonable approximation of such damages and does not constitute a penalty. Xxxxxx is not obligated hereunder or under any of the other Loan Documents to re-advance to Borrower any sums prepaid by Xxxxxxxx, whether prepaid voluntarily or involuntarily. If for any reason Borrower prepays the Loan on a date other than a Payment Date, Borrower shall also pay to Lender, Agent may choose in addition to any other amounts required under this Section 2.3(d), all interest which would have accrued on the prepayment amount from the Prepayment Date until (but not including) the next succeeding Payment Dateits sole discretion.

Prepayment. Except as otherwise expressly stated in Articles 2 and 3 hereof, upon not less than thirty (30) days prior notice to Lenderpermitted by Section 2.4 below, Borrower may prepay the Loan and any other amounts then due and payable under this Agreement and other Loan Documents Loans, in whole but not in part, upon not less than five (5) days prior written notice to the Administrative Agent and without payment of any prepayment premium. If the Loans are prepaid such prepayment shall be made to the Administrative Agent on the prepayment date specified in the notice to the Administrative Agent pursuant hereto (unless such notice is revoked (or the date of prepayment is postponed) by a further written notice delivered by the Borrower to the Administrative Agent. Any notice revoking a notice of prepayment fee (the “Prepayment Fee”or postponing a previously-specified prepayment date) equal to, as applicable, shall be delivered not less than one (i1) for any Prepayment Date occurring Business Day prior to the Seventh date of prepayment specified in the notice of prepayment; provided, however, in the event that the Borrower revokes or postpones such notice during the last three (7th3) Loan YearBusiness Days of any Interest Period for a Eurodollar Loan, Borrower shall pay any losses, costs or expenses of Lender that may subsequently result from the Yield Maintenance Amountearly repayment, (ii) for any Prepayment Date occurring on termination, cancellation or after the date set forth in clause (i) above, but prior to the eighth (8th) Loan Year, two percent (2.0%) failure of the Borrower to continue any Eurodollar Loan that was to have been automatically continued), and together with (a) the accrued and unpaid interest on the principal amount of Principal Balance being prepaid on such Prepayment Date; and (iiib) for any Prepayment Date occurring on or after the date set forth in clause (iiamounts payable to a Lender pursuant to Section 2.8(5) above, but prior to the ninth (9th) Loan Year, one percent (1.0%) of the amount of Principal Balance being prepaid on such Prepayment Date. Thereafter, upon not less than thirty (30) days’ prior notice to Lender, Borrower may prepay the Loan and any other amounts then due and payable under this Agreement and other Loan Documents in whole but not in part, without Prepayment Fee. The Prepayment Fee shall be due and payable upon any acceleration or prepayment of the Loan, whether voluntary, involuntary, as a result of, or otherwise in connection with, a Creditors’ Rights Law proceeding or upon occurrence of an Event of Default, and Lender shall not be obligated to accept any prepayment unless it is accompanied by all accrued interest due under the Loan Documents and all other Obligations of Borrower due under the Loan Documents, together with an amount equal to the applicable Prepayment Fee. Such amounts may be applied by Lender in such order and priority as Lender shall determine. The parties hereto acknowledge and agree that the damages that Xxxxxx would suffer as a result of the such prepayment while a Eurodollar Loan being prepaid are difficult or impossible to ascertain and, therefore, agree that the aforesaid Prepayment Fee is a reasonable approximation of such damages and does not constitute a penalty. Xxxxxx is not obligated hereunder or under any of the other Loan Documents to re-advance to Borrower any sums prepaid by Xxxxxxxx, whether prepaid voluntarily or involuntarilyin effect. If the Loans are prepaid for any reason Borrower prepays the Loan on a date (including acceleration), other than a Payment Datecasualty or condemnation, Borrower shall also pay to Lenderthe Administrative Agent (on behalf of the Lenders) the amount(s) described in clauses (a) and (b) of the immediately preceding sentence. The prepayment premiums, in addition to any other amounts if any, required under by this Section 2.3(d), all interest which would have accrued 2.3(4) are acknowledged by Borrower to be partial compensation to Lenders for the costs of reinvesting the Loan proceeds and for the loss of the contracted rate of return on the Loan. Furthermore, Borrower acknowledges that the loss that may be sustained by Lenders as a result of such a prepayment amount from by Borrower is not susceptible of precise calculation and the Prepayment Date until (but not including) prepayment premium, if any, represents the next succeeding Payment Date.good faith effort of Borrower and Lenders to compensate Lender for such loss. By initialing this provision where indicated below, Borrower waives any rights it may have under California Civil Code Section 2954.10, or any successor statute, and Borrower confirms that Lenders’ agreement to make the Loan at the interest rate and on the other terms set forth herein constitutes adequate and valuable consideration, given individual weight by Borrower, for the prepayment provisions set forth in this Section 2.3(4). ______________________ Borrower’s Initials

Prepayment. Except as otherwise expressly stated (a) This Note may be prepaid in Articles 2 whole or in part at any time after the second (2nd) anniversary of the date hereof (the “Lock-out Expiration Date”) provided (i) written notice of such prepayment is received by Lender not more than ninety (90) days and 3 hereof, upon not less than thirty (30) days prior notice to Lender, Borrower may prepay the Loan and any other amounts then due and payable under this Agreement and other Loan Documents in whole but not in part, upon payment of a prepayment fee (the “Prepayment Fee”) equal to, as applicable, (i) for any Prepayment Date occurring prior to the Seventh (7th) Loan Year, the Yield Maintenance Amountdate of such prepayment, (ii) for any Prepayment such prepayment is made on a Payment Date occurring or in the event such prepayment is not on a Payment Date, such prepayment shall include all interest on the principal amount being prepaid through the end of the Interest Accrual Period relating to the next Payment Date, (iii) such prepayment is accompanied by all interest accrued hereunder through and including the date of such prepayment and all other sums due hereunder or under the other Loan Documents, and (iv) if such prepayment occurs after the Lock-out Expiration Date but on or before the date that is nine (9) years and six (6) months after the date set forth in clause of this Note (ithe date that is nine (9) above, but prior to the eighth years and six (8th6) Loan Year, two percent (2.0%) of the amount of Principal Balance being prepaid on such Prepayment Date; and (iii) for any Prepayment Date occurring on or months after the date set forth of this Note being hereinafter referred to as the “Open Prepayment Date”), Lender (except as otherwise provided in clause (iiSection 1.5(c)) above, but prior is paid a prepayment fee in an amount equal to the ninth greater of (9thA) Loan Year, one percent (1.0%) of the principal amount being prepaid, and (B) the present value of Principal Balance being prepaid a series of payments each equal to the Payment Differential (as hereinafter defined) and payable on each Payment Date over the term of this Note and remaining until the Open Prepayment Date, discounted at the Reinvestment Yield (as hereinafter defined) for the number of months remaining as of the date of such prepayment to each such Payment Date and ending on the Open Prepayment Date. Thereafter, upon not less than thirty (30) days’ prior notice to Lender, Borrower may prepay the Loan and any other amounts then due and payable under this Agreement and other Loan Documents in whole but not in part, without Prepayment Fee. The Prepayment Fee shall be due and payable upon any acceleration or prepayment of the Loan, whether voluntary, involuntary, as a result of, or otherwise in connection with, a Creditors’ Rights Law proceeding or upon occurrence of an Event of Default, and Lender shall not be obligated to accept any prepayment unless it is accompanied by all accrued interest due under the Loan Documents and all other Obligations of Borrower due under the Loan Documents, together with an amount equal to the applicable Prepayment Fee. Such amounts may be applied by Lender in such order and priority as Lender shall determine. The parties hereto acknowledge and agree that the damages that Xxxxxx would suffer as a result of the Loan being prepaid are difficult or impossible to ascertain and, therefore, agree that the aforesaid Prepayment Fee is a reasonable approximation of such damages and does not constitute a penalty. Xxxxxx is not obligated hereunder or under any of the other Loan Documents to re-advance to Borrower any sums prepaid by Xxxxxxxx, whether prepaid voluntarily or involuntarily. If for any reason Borrower prepays the Loan on a date other than a Payment Date, Borrower shall also pay to Lender, in addition to any other amounts required under this Section 2.3(d), all interest which would have accrued on the prepayment amount from the Prepayment Date until (but not including) the next succeeding Payment Date.term “

Prepayment. Except (a) This Note may be prepaid in whole but not in part (except as otherwise expressly stated in Articles 2 specifically provided herein) at any time after the date of the 24th monthly installment of principal and 3 hereofinterest due hereunder (the "Lockout Expiration Date"), upon provided (i) written notice of such prepayment is received by Lender not more than sixty (60) days and not less than thirty (30) days prior notice to Lender, Borrower may prepay the Loan and any other amounts then due and payable under this Agreement and other Loan Documents in whole but not in part, upon payment of a prepayment fee (the “Prepayment Fee”) equal to, as applicable, (i) for any Prepayment Date occurring prior to the Seventh (7th) Loan Year, the Yield Maintenance Amountdate of such prepayment, (ii) for any Prepayment Date occurring such prepayment is received on the first day of a calendar month (or, if such prepayment is not received on the first day of a calendar month, interest is paid through the last day of said calendar month) and is accompanied by all interest accrued hereunder and all other sums due hereunder or under the other Loan Documents, and (iii) if such prepayment occurs on or after prior to the date of the 114th monthly installment of principal and interest due hereunder (the "Yield Maintenance Expiration Date), Lender is paid a prepayment fee as set forth in clause (i) above, but this Section 1.02. In the event that such prepayment occurs on or prior to the eighth date of the 48th monthly installment of principal and interest due hereunder, Xxxxxx must be paid a prepayment fee equal to the greater of (8thA) Loan Year, two five percent (2.05%) of the principal amount of Principal Balance being prepaid on such Prepayment Date; prepaid, and (iiiB) for any Prepayment Date occurring "Yield Maintenance" (as hereunder defined), and if such prepayment occurs after the 48th monthly installment of principal and interest due hereunder but on or after the date set forth in clause (ii) above, but prior to the ninth date of the 114th monthly installment of principal and interest due hereunder, Xxxxxx must be paid a prepayment fee equal to the greater of (9thA) Loan Year, one percent (1.0%) of the principal amount of Principal Balance being prepaid on such Prepayment Date. Thereafter, upon not less than thirty (30) days’ prior notice to Lender, Borrower may prepay the Loan and any other amounts then due and payable under this Agreement and other Loan Documents in whole but not in part, without Prepayment Fee. The Prepayment Fee shall be due and payable upon any acceleration or prepayment of the Loan, whether voluntary, involuntary, as a result of, or otherwise in connection with, a Creditors’ Rights Law proceeding or upon occurrence of an Event of Defaultprepaid, and Lender shall not be obligated to accept any prepayment unless it is accompanied by all accrued interest due under the Loan Documents and all other Obligations of Borrower due under the Loan Documents, together with an amount equal to the applicable Prepayment Fee. Such amounts may be applied by Lender in such order and priority as Lender shall determine. The parties hereto acknowledge and agree that the damages that Xxxxxx would suffer as a result of the Loan being prepaid are difficult or impossible to ascertain and, therefore, agree that the aforesaid Prepayment Fee is a reasonable approximation of such damages and does not constitute a penalty. Xxxxxx is not obligated hereunder or under any of the other Loan Documents to re-advance to Borrower any sums prepaid by Xxxxxxxx, whether prepaid voluntarily or involuntarily. If for any reason Borrower prepays the Loan on a date other than a Payment Date, Borrower shall also pay to Lender, in addition to any other amounts required under this Section 2.3(d(B), all interest which would have accrued on "Yield Maintenance" (as hereunder defined). For purposes of this Note, the prepayment amount from the Prepayment Date until (but not including) the next succeeding Payment Date.term "

Prepayment. Except as otherwise expressly stated in Articles 2 and 3 hereofThe Borrower may, with respect to any Prime Loan only, upon not less than thirty at least one (301) days prior Business Day’s notice to the Lender, Borrower may prepay the Loan and any other amounts then due and payable under this Agreement and other Loan Documents Note in whole but not or in part, upon payment with accrued interest to the date of such prepayment on the amount prepaid without any penalty or premium. LIBOR Loans where a fixed rate of interest has been selected may not be prepaid without Borrower incurring and paying the Lender, pursuant to the Funding Loss Indemnification, as provided in Section 10.11. If the Commercial Real Estate Term Promissory, Commercial Term Promissory Note or the Equipment Line of Credit Note (where a fixed rate of interest is applicable) are otherwise prepaid, there shall be a prepayment fee penalty, equal to the greater of two percent (2.00%) of the principal balance being prepaid or the Yield Maintenance Fee. Notwithstanding anything to the contrary contained herein, there shall be no prepayment penalty if any Note is prepaid in whole or in part from excess cash flow from the Borrower’s business operations. Notwithstanding anything to the contrary contained in the above prepayment clause, the Lender agrees that in the event that (i) the Borrower seeks to consummate an acquisition whereby Borrower shall be the surviving entity (the “Prepayment FeeAcquisition”) equal to, as applicable, (i) for any Prepayment Date occurring prior to the Seventh (7th) Loan Year, the Yield Maintenance Amount), (ii) for any Prepayment Date occurring on or after the date set forth in clause (i) above, but prior to the eighth (8th) Loan Year, two percent (2.0%) of the amount of Principal Balance being prepaid on such Prepayment Date; and (iii) for any Prepayment Date occurring on or after the date set forth in clause (ii) above, but prior to the ninth (9th) Loan Year, one percent (1.0%) of the amount of Principal Balance being prepaid on such Prepayment Date. Thereafter, upon not less than thirty (30) days’ prior notice to Lender, Borrower may prepay the Loan and any other amounts then due and payable under this Agreement and other Loan Documents in whole but not in part, without Prepayment Fee. The Prepayment Fee shall be due and payable upon any acceleration or prepayment of the Loan, whether voluntary, involuntary, as a result of, or otherwise in connection with, a Creditors’ Rights Law proceeding or upon occurrence of an Event of Default, and Lender shall not be obligated declines to accept any prepayment unless it is accompanied by all accrued interest due under the Loan Documents and all other Obligations of Borrower due under the Loan Documents, together with an amount equal to the applicable Prepayment Fee. Such amounts may be applied by Lender in finance such order and priority as Lender shall determine. The parties hereto acknowledge and agree that the damages that Xxxxxx would suffer as a result of the Loan being prepaid are difficult or impossible to ascertain and, therefore, agree that the aforesaid Prepayment Fee is a reasonable approximation of such damages Acquisition and does not constitute agree to match a penalty. Xxxxxx is not obligated hereunder or under any of bona fide commitment from another lender (the other Loan Documents “Third Party Lender”) which agrees to re-advance to Borrower any sums prepaid by Xxxxxxxx, whether prepaid voluntarily or involuntarily. If for any reason Borrower prepays finance such Acquisition (the Loan on a date other than a Payment Date, Borrower shall also pay to Lender, in addition to any other amounts required under this Section 2.3(d“Acquisition Financing”), all interest which would have accrued that in the event that such Third Party Lender consummates such Acquisition Financing, the forgoing prepayment penalty shall not apply if the Lender is fully paid off in connection with such Acquisition Financing; provided, however, any outstanding LIBOR Loans shall still be subject to funding loss indemnification if they are paid on or before the prepayment amount from the Prepayment Date until (but not including) the next succeeding Payment Daterequired LIBOR payment date.

Prepayment. Except Borrower must prepay this Term Note as otherwise expressly stated in Articles 2 and 3 hereof, upon to the extent required pursuant to Section 2.6 of the Master Agreement. Borrower may prepay all (but not less than thirty (30) days prior notice to Lender, Borrower may prepay the Loan and any other amounts then due and payable under this Agreement and other Loan Documents in whole but not in part, upon payment of a prepayment fee (the “Prepayment Fee”) equal to, as applicable, (i) for any Prepayment Date occurring prior to the Seventh (7th) Loan Year, the Yield Maintenance Amount, (ii) for any Prepayment Date occurring on or after the date set forth in clause (i) above, but prior to the eighth (8th) Loan Year, two percent (2.0%all) of the amount outstanding principal balance of Principal Balance being prepaid on this Term Note as and to the extent permitted pursuant to Section 2.5 of the Master Agreement, provided that any such Prepayment Date; prepayment shall be made together with (a) all accrued interest and other charges and amounts owing hereunder through the date of prepayment, and (iiib) for any Prepayment Date occurring on or after the date set forth in clause (ii) above, but prior to the ninth (9th) Loan Year, one percent (1.0%) of the amount of Principal Balance being prepaid on such Prepayment Date. Thereafter, upon not less than thirty (30) days’ prior notice to Lender, Borrower may prepay the Loan and any other amounts then due and payable under this Agreement and other Loan Documents in whole but not in part, without applicable Prepayment Fee. The ; provided, however, that, if any prepayment of this Term Note is made following an Event of Default, by reason of acceleration or otherwise, the Prepayment Fee shall be due calculated based upon the full original Term Note Term. Upon the occurrence and payable upon any acceleration or prepayment of during the Loan, whether voluntary, involuntary, as a result of, or otherwise in connection with, a Creditors’ Rights Law proceeding or upon occurrence continuance of an Event of Default, the Administrative Agent and the Lender shall not be obligated to accept any prepayment unless it is accompanied by all accrued interest due under entitled to, among other things, exercise the rights and remedies provided in the Loan Documents Agreement as set forth therein. In addition, upon the occurrence and all other Obligations during the continuance of an Event of Default, the Borrower due under promises to pay Default Interest as set forth in the Loan DocumentsAgreement. This Term Note is issued in connection with, together with an amount equal and is entitled to the applicable Prepayment Fee. Such amounts may be applied by Lender in such order benefits of, the Loan Agreement which, among other things, contains provisions for the acceleration of the maturity hereof upon the happening of certain events, for prepayment of the principal hereof prior to the maturity hereof and priority as Lender shall determine. The parties hereto acknowledge and agree that for the damages that Xxxxxx would suffer as a result amendment or waiver of certain provisions of the Loan being prepaid are difficult or impossible to ascertain andAgreement, therefore, agree that all upon the aforesaid Prepayment Fee terms and conditions therein specified. Time is a reasonable approximation of such damages and does not constitute a penalty. Xxxxxx is not obligated hereunder or under any of the other essence with respect to all of the undersigned’s obligations and agreements under this Term Note and the Loan Documents Agreement. Borrower: CAI RAIL INC. By: Name: Title: Advance Date: _____________, 2016 EXHIBIT D NOTICE OF ASSIGNMENT NOTICE OF ASSIGNMENT dated as of ____________ __, 20__ from CAI RAIL INC. (“Borrower”) to re-advance the Lessee named on Schedule A hereto (“Lessee”), for the benefit of BANK OF UTAH, AS ADMINISTRATIVE AGENT (the “Administrative Agent”). Reference is hereby made to the lease or leases described on Schedule A hereto relating to the railcars (the “Railcars”) (as amended, supplemented or otherwise modified from time to time, collectively, the “Lease”), between Borrower and Lessee. Pursuant to such Lease, Lessee has leased certain railroad cars described on Schedule I hereto from Borrower. Pursuant to a Loan and Security Agreement dated as of August ____, 2016, as now or hereafter amended (the “Agreement”), among Borrower, the Lenders from time to time party thereto (the “Lenders”), and Administrative Agent, the Lenders made one or more loans to Borrower any sums prepaid evidenced by Xxxxxxxxterm notes of Borrower. Pursuant to the Agreement, whether prepaid voluntarily Borrower’s obligations and liabilities to Administrative Agent under or involuntarilyin connection with the Agreement and such term notes have been secured by an assignment of, and a perfected first priority security interest in, the Railcars and the Lease relating to the Railcars, including all rental payments and late charges due or to become due thereunder relating to but only to the Railcars including the Lease (the “Equipment Lease Payments”). If for any reason Lessee is hereby directed to make all Equipment Lease Payments due and to become due directly to Administrative Agent (or to such other person or other address as may be specified in writing by Administrative Agent). Administrative Agent may exercise all of Borrower’s rights, powers, privileges and remedies under the Lease. The obligations of Borrower prepays under the Loan on Lease remain solely those of Borrower. Lessee is hereby instructed to furnish Administrative Agent at Bank of Utah, 000 Xxxx Xxxxx Xxxxxx, Xxxxx 000, Xxxx Xxxx Xxxx, Xxxx 00000, Attention: Xxxxx Xxxxxx, or at such other address as shall be specified by Administrative Agent in writing, concurrently with the delivery thereof to Borrower, a date other than a Payment Date, copy of each notice or demand delivered by Lessee to Borrower shall also pay to Lender, in addition to any other amounts required under this Section 2.3(d), all interest which would have accrued on the prepayment amount from the Prepayment Date until (but not including) the next succeeding Payment DateLease.

Prepayment. Except (a) In the event either (A) the Issuer consummates any sale occurring after the date hereof of limited liability company member interests, or any other equity interests convertible into limited liability company member interests, of the Issuer for cash or (B) the Issuer receives after the date hereof a cash capital contribution (but excluding any equity contributions by Issuer’s subsidiaries to the Issuer), which in each case under clause (A) or (B) above results in the receipt by the Issuer of at least $20,000,000 in Net Cash Proceeds (as otherwise expressly stated in Articles 2 and 3 hereofdefined below) (a “Qualified Equity Contribution”), upon not less than thirty the Issuer shall give the Payee a written notice of any Qualified Equity Contribution within ten (3010) days prior Business Days after its closing. The Payee shall have ten (10) Business Days from the date it receives the Issuer’s written notice to Lenderdecide, Borrower may prepay by written notice to the Loan and any other amounts then due and payable Issuer, whether or not to require a mandatory prepayment under this Agreement and other Loan Documents Note as set forth in whole but this Section 1. In the event the Payee fails to notify the Issuer within such ten (10) Business Day period, the Payee shall be deemed to have elected not in partto require a mandatory prepayment under this Note. In the event the Payee has elected by written notice to the Issuer within such ten (10) Business Day period to require a mandatory prepayment under this Note, upon payment of the Issuer shall make a prepayment fee in an amount (which may not be a negative number) (the “Required Prepayment FeeAmount”) equal to, as applicable, to (i) for any Prepayment Date occurring prior to 50% of the Seventh (7th) Loan Year, the Yield Maintenance Amount, then outstanding principal amount under this Note minus (ii) for any Prepayment Date occurring on or after the date set forth in clause (i) above, but prior to the eighth (8th) Loan Year, two percent (2.0%) of the amount of Principal Balance being the principal previously prepaid on by the Issuer pursuant to Section 1(b); provided that such Prepayment Date; and (iii) for any Prepayment Date occurring on or after the date set forth in deduction under this clause (ii) above, of the previously prepaid principal shall be permitted only one time for each principal amount so prepaid by the Issuer pursuant to Section 1(b). The Issuer shall make such prepayment within ten (10) Business Days after the Issuer receives a written notice from the Payee of its election to require a mandatory prepayment as set forth in this Section 1(a). Any prepayment under this Note by the Issuer in accordance with this Section 1 shall be without premium or penalty but prior with accrued and unpaid interest to the ninth (9th) Loan Year, one percent (1.0%) date of prepayment on the then outstanding amount of principal; provided that the aggregate amount of prepayment of principal together with the amount of Principal Balance being prepaid accrued and unpaid interest on such Prepayment Date. Thereafter, upon not less than thirty (30) days’ prior notice to Lender, Borrower may prepay the Loan and any other amounts then due and payable under this Agreement and other Loan Documents in whole but not in part, without Prepayment Fee. The Prepayment Fee shall be due and payable upon any acceleration or prepayment outstanding amount of the Loan, whether voluntary, involuntary, as a result of, or otherwise in connection with, a Creditors’ Rights Law proceeding or upon occurrence of an Event of Default, and Lender principal shall not be obligated to accept any prepayment unless it is accompanied by all accrued interest due under exceed the Loan Documents and all other Obligations of Borrower due under the Loan Documents, together with an amount equal to the applicable Required Prepayment FeeAmount. Such amounts may be applied by Lender in such order and priority as Lender shall determine. The parties hereto acknowledge and agree that the damages that Xxxxxx would suffer as a result of the Loan being prepaid are difficult or impossible to ascertain and, therefore, agree that the aforesaid Prepayment Fee is a reasonable approximation of such damages and does not constitute a penalty. Xxxxxx is not obligated hereunder or under any of the other Loan Documents to re-advance to Borrower any sums prepaid by Xxxxxxxx, whether prepaid voluntarily or involuntarily. If for any reason Borrower prepays the Loan on a date other than a Payment Date, Borrower shall also pay to Lender, in addition to any other amounts required under this Section 2.3(d), all interest which would have accrued on the prepayment amount from the Prepayment Date until (but not including) the next succeeding Payment Date.“

Prepayment. Except as otherwise expressly stated provided in Articles 2 paragraph 1 above and 3 hereofin this paragraph 2, the Maker shall have no right to prepay this Note, in whole or in part, voluntarily or involuntarily (including, specifically, as a result of foreclosure) during the term of this Note. Provided no default exists under the terms of this Note, the Security Deed or any other Loan Documents, the Maker may prepay the entire unpaid principal balance of this Note at any time upon giving the Holder written notice of its intent to prepay, delivered to Holder not less than thirty sixty (3060) days prior notice to Lenderthe intended date of prepayment. In the event the Maker so elects to prepay this Note, Borrower then in addition to the prepaid principal and all accrued interest thereon and all other sums which may prepay be due Holder under the Loan and Security Deed or any other amounts then due and payable under this Agreement and other Loan Documents Document, the Maker shall pay a premium (hereinafter referred to as the "Prepayment Premium") if, at the time of said prepayment, the "Treasury Yield" (as hereinafter defined) is less than the then-effective annual yield hereunder, in whole but not in partorder to provide the Holder with a yield equal to the yield provided for herein until the Early Maturity Date, upon payment of a if such prepayment fee (the “Prepayment Fee”) equal to, as applicable, (i) for any Prepayment Date occurring occurs prior to the Seventh (7th) Loan YearEarly Maturity Date, or the Yield Maintenance AmountFinal Maturity Date, (ii) for any Prepayment Date occurring on or if such prepayment occurs after the date set forth in clause Early Maturity Date. The Prepayment Premium shall be determined as follows: the outstanding principal balance due hereunder (iincluding accrued interest) aboveat the time of prepayment shall be multiplied by the "Monthly Interest Payment Differential" (as hereinafter defined), but prior to which is then discounted at the eighth Treasury Yield over the number of months then remaining until the Early Maturity Date or Final Maturity Date, as the case may be. The "Monthly Interest Payment Differential" equals one-twelfth (8th) Loan Year, two percent (2.0%1/12) of the amount of Principal Balance being prepaid on such Prepayment Date; and (iiiif any) for any Prepayment Date occurring on or after by which the date effective annual interest rate set forth in clause herein at such time (iias adjusted, if applicable) aboveexceeds the Treasury Yield for the period of time that most nearly equals the period of time until the Early Maturity Date, but if prepayment occurs prior to the ninth (9th) Loan YearEarly Maturity Date, one percent (1.0%) of or the amount of Principal Balance being prepaid on such Prepayment Final Maturity Date, if prepayment occurs after the Early Maturity Date. Thereafter, upon not less than thirty (30) days’ prior notice to Lender, Borrower may prepay the Loan and any other amounts then due and payable under this Agreement and other Loan Documents in whole but not in part, without Prepayment Fee. The Prepayment Fee shall be due and payable upon any acceleration or prepayment of the Loan, whether voluntary, involuntary, as a result of, or otherwise in connection with, a Creditors’ Rights Law proceeding or upon occurrence of an Event of Default, and Lender shall not be obligated to accept any prepayment unless it is accompanied by all accrued interest due under the Loan Documents and all other Obligations of Borrower due under the Loan Documents, together with an amount equal to the applicable Prepayment Fee. Such amounts may be applied by Lender in such order and priority as Lender shall determine. The parties hereto acknowledge and agree that the damages that Xxxxxx would suffer as a result of the Loan being prepaid are difficult or impossible to ascertain and, therefore, agree that the aforesaid Prepayment Fee is a reasonable approximation of such damages and does not constitute a penalty. Xxxxxx is not obligated hereunder or under any of the other Loan Documents to re-advance to Borrower any sums prepaid by Xxxxxxxx, whether prepaid voluntarily or involuntarily. If for any reason Borrower prepays the Loan on a date other than a Payment Date, Borrower shall also pay to Lender, in addition to any other amounts required under this Section 2.3(d), all interest which would have accrued on the prepayment amount from the Prepayment Date until (but not including) the next succeeding Payment Date."

Prepayment. Except as otherwise expressly stated in Articles 2 and 3 hereofAt its option, upon not less than thirty at least five (305) days Business Days’ prior written notice to LenderAgent, Borrower may prepay all or a portion of the Loan outstanding Advances by paying the entire principal balance (or such portion thereof), all accrued and unpaid interest thereon, together with a prepayment charge equal to the following percentage of the Advance amount being prepaid: with respect to each Advance (which Advance amount shall include, for the avoidance of doubt, any principal that has been added to the principal balance of such Advance pursuant to Section 2.2(h)(ii)), if such Advance amounts are prepaid in any of the first twelve (12) months following the Closing Date, 3.00%; after twelve (12) months but on or prior to twenty four (24) months following the Closing Date, 2.00%; and thereafter, 1.00% (each, a “Prepayment Charge”); provided that each prepayment shall be in a minimum principal amount of Ten Million Dollars ($10,000,000) or, if less, the remaining outstanding principal amount of the Advances. If at any time Borrower elects to make a prepayment, and at such time, there are outstanding Advances under multiple Tranches, the Prepayment Charge shall be determined by applying the amount of such prepayment in the following order: first, to the outstanding principal amount (and accrued but unpaid interest thereon) of Advances outstanding under the Tranche with the latest initial funding date; second, to the outstanding principal amount (and accrued but unpaid interest thereon) of Advances outstanding under the Tranche with the next latest initial funding date and so on until the entire principal balance of all Advances made hereunder (and all accrued but unpaid interest thereon) is paid in full. Xxxxxxxx agrees that the Prepayment Charge is a reasonable calculation of the Lenders’ lost profits in view of the difficulties and impracticality of determining actual damages resulting from an early repayment of the Advances. Borrower shall prepay the outstanding amount of all principal and accrued interest through the prepayment date and the Prepayment Charge upon the occurrence of a Change in Control or any other amounts then prepayment hereunder. Notwithstanding the foregoing, Agent and the Lenders hereby waive the Prepayment Charge if Agent and the Lenders or any Affiliate thereof (in their sole and absolute discretion) provide any refinancing of the Advances prior to the Term Loan Maturity Date. For the avoidance of doubt, if a payment hereunder becomes due and payable under this Agreement and other Loan Documents in whole but on a day that is not in part, upon payment of a prepayment fee (the “Prepayment Fee”) equal to, as applicable, (i) for any Prepayment Date occurring prior to the Seventh (7th) Loan YearBusiness Day, the Yield Maintenance Amount, (ii) for any Prepayment Date occurring on or after the due date set forth in clause (i) above, but prior to the eighth (8th) Loan Year, two percent (2.0%) of the amount of Principal Balance being prepaid on such Prepayment Date; and (iii) for any Prepayment Date occurring on or after the date set forth in clause (ii) above, but prior to the ninth (9th) Loan Year, one percent (1.0%) of the amount of Principal Balance being prepaid on such Prepayment Date. Thereafter, upon not less than thirty (30) days’ prior notice to Lender, Borrower may prepay the Loan and any other amounts then due and payable under this Agreement and other Loan Documents in whole but not in part, without Prepayment Fee. The Prepayment Fee thereof shall be due and payable upon any acceleration or prepayment of the Loan, whether voluntary, involuntary, as a result of, or otherwise in connection with, a Creditors’ Rights Law proceeding or upon occurrence of an Event of Default, and Lender shall not be obligated to accept any prepayment unless it is accompanied by all accrued interest due under the Loan Documents and all other Obligations of Borrower due under the Loan Documents, together with an amount equal to the applicable Prepayment Fee. Such amounts may be applied by Lender in such order and priority as Lender shall determine. The parties hereto acknowledge and agree that the damages that Xxxxxx would suffer as a result of the Loan being prepaid are difficult or impossible to ascertain and, therefore, agree that the aforesaid Prepayment Fee is a reasonable approximation of such damages and does not constitute a penalty. Xxxxxx is not obligated hereunder or under any of the other Loan Documents to re-advance to Borrower any sums prepaid by Xxxxxxxx, whether prepaid voluntarily or involuntarily. If for any reason Borrower prepays the Loan on a date other than a Payment Date, Borrower shall also pay to Lender, in addition to any other amounts required under this Section 2.3(d), all interest which would have accrued on the prepayment amount from the Prepayment Date until (but not including) the next immediately succeeding Payment DateBusiness Day.

Prepayment. Except as otherwise expressly stated in Articles 2 and 3 hereof, At its option upon not less than thirty at least seven (307) days Business Days prior written notice to LenderAgent, Borrower may at any time prepay all or a portion (such portion not to be less than $5,000,000 or increments of $5,000,000 in excess thereof) of the outstanding Term Loan Advances by paying the entire principal balance (or such portion thereof) all accrued and any other amounts then unpaid interest thereon, all unpaid Xxxxxx’s fees and expenses due and payable under this Agreement and other hereunder accrued to the date of the repayment (including, without limitation, the portion of the End of Term Charge applicable to the aggregate original principal amount of the Term Loan Documents Advances being prepaid in whole but not in partaccordance with Section 2.6(a)), upon payment of together with a prepayment fee charge equal to the following percentage of the outstanding principal amount of such Term Loan Advance amount being so prepaid: with respect to each Term Loan Advance (which Advance amount shall include, for the “Prepayment Fee”avoidance of doubt, any principal that has been added to the principal balance of such Advance pursuant to Section 2.2(d)(ii)) equal to, as applicable, (ia) for any Prepayment Date occurring if the principal amount of such Advance amounts are prepaid on or prior to the Seventh date which is twelve (7th12) Loan Year, months following the Yield Maintenance Amount, (ii) for any Prepayment Date occurring on or after the date set forth in clause (i) above, but prior to the eighth (8th) Loan YearClosing Date, two percent (2.0%2.00)%; (b) of if the principal amount of Principal Balance being such Advance amounts are prepaid on such Prepayment Date; and (iii) for any Prepayment Date occurring on or after the date set forth in clause which is twelve (ii12) above, months following the Closing Date but on or prior to the ninth date which is twenty-four (9th24) Loan Yearmonths following the Closing Date, one percent (1.0%1.00)% and (c) thereafter through the day before the Term Loan Maturity Date, one-half of one percent (0.5)% (each, a “Prepayment Charge”). If at any time Borrower elects to make a prepayment, and at such time, there are outstanding Term Loan Advances under multiple Tranches, the Prepayment Charge shall be determined by applying the amount of Principal Balance being prepaid such prepayment in the following order: first, to the outstanding principal amount (and accrued but unpaid interest thereon) of Term Loan Advances outstanding under the Tranche with the latest initial funding date; second, to the outstanding principal amount (and accrued but unpaid interest thereon) of Term Loan Advances outstanding under the Tranche with the next latest initial funding date and so on such until the entire principal balance of all Term Loan Advances made hereunder (and all accrued but unpaid interest thereon) is paid in full. Xxxxxxxx agrees that the Prepayment Charge is a reasonable calculation of Xxxxxxx’ lost profits in view of the difficulties and impracticality of determining actual damages resulting from an early repayment of the Term Loan Advances. Borrower shall prepay the outstanding amount of all principal and accrued interest through the prepayment date and the Prepayment Charge upon the occurrence of a Change in Control or any other prepayment hereunder. Notwithstanding the foregoing, Agent and Xxxxxxx agree to waive the Prepayment Charge if Agent and Lenders (in their sole and absolute discretion) or their respective Affiliates agree in writing to refinance the Term Loan Advances prior to the Term Loan Maturity Date. Thereafter, upon not less than thirty (30) days’ prior notice to Lender, Borrower may prepay the Loan and any other Any amounts then due and payable paid under this Agreement and other Loan Documents in whole but not in part, without Prepayment Fee. The Prepayment Fee Section shall be due and payable upon any acceleration or prepayment of the Loan, whether voluntary, involuntary, as a result of, or otherwise in connection with, a Creditors’ Rights Law proceeding or upon occurrence of an Event of Default, and Lender shall not be obligated to accept any prepayment unless it is accompanied by all accrued interest due under the Loan Documents and all other Obligations of Borrower due under the Loan Documents, together with an amount equal to the applicable Prepayment Fee. Such amounts may be applied by Lender Agent to the then unpaid amount of any outstanding Secured Obligations (including principal and interest) in such order and priority as Lender shall determineAgent may choose in its sole discretion. The parties hereto acknowledge For the avoidance of doubt, if a payment hereunder becomes due and agree payable on a day that the damages that Xxxxxx would suffer as a result of the Loan being prepaid are difficult or impossible to ascertain and, therefore, agree that the aforesaid Prepayment Fee is a reasonable approximation of such damages and does not constitute a penalty. Xxxxxx is not obligated hereunder or under any of a Business Day, the other Loan Documents to re-advance to Borrower any sums prepaid by Xxxxxxxx, whether prepaid voluntarily or involuntarily. If for any reason Borrower prepays the Loan on a due date other than a Payment Date, Borrower thereof shall also pay to Lender, in addition to any other amounts required under this Section 2.3(d), all interest which would have accrued on the prepayment amount from the Prepayment Date until (but not including) be the next succeeding Payment DateBusiness Day.

Prepayment. Except as otherwise expressly stated provided herein, a prepayment fee (referred to herein as the "Prepayment Fee") shall be paid to the Lender in Articles 2 the event that the Loan is prepaid (or shall become due and 3 hereofpayable) prior to the Maturity Date, whether such prepayment is voluntary or involuntary, including, without limitation, any prepayment which results from any default under any of the Loan Documents and an acceleration of the indebtedness due thereunder. The Borrowers shall have the right, at any time during the Term, to prepay the entire outstanding principal balance of the Loan, provided, that, the Borrowers furnish -------- ---- the Lender with at least ninety (90) days' prior written notice of its intent to prepay (the "Prepayment Notice"), and provided, further, that the Borrowers pay -------- ------- to the Lender, upon not less than thirty the specific date for prepayment which shall be identified in the Prepayment Notice (30the "Prepayment Date"), together with the entire outstanding principal balance of the Loan, all accrued and unpaid interest (including, without limitation, Additional Interest) days prior notice to Lender, Borrower may prepay the Loan and any other amounts then costs, charges and sums due and payable under this Agreement and all of the other Loan Documents Documents, a "Prepayment Fee" equal to (and defined herein as) the greater of: (A) the then present value discounted at the Current Rate of the difference between (I) the product of the Interest Rate then in effect, multiplied by the then outstanding principal balance of the Loan, multiplied by the remaining number of years (or fraction thereof) of the Term and (II) the product of the annual rate of interest (as of the date of prepayment) of actively traded marketable United States treasury securities bearing a fixed rate of interest adjusted for a constant maturity equal to the remaining number of years (rounded to the nearest whole but not in part, upon payment year) of a prepayment fee the Term (the “Prepayment Fee”"Current Rate"), multiplied by the then-outstanding principal balance of the Loan, multiplied by the remaining number of years (or fraction thereof) equal to, as applicable, of the Term; or (iB) for any Prepayment Date occurring prior to the Seventh (7th) Loan Year, the Yield Maintenance Amount, (ii) for any Prepayment Date occurring on or after the date set forth in clause (i) above, but prior to the eighth (8th) Loan Year, two one percent (2.01%) of the amount then outstanding principal balance of Principal Balance being prepaid on such Prepayment Date; and the Loan multiplied by the remaining number of years (iii) for any Prepayment Date occurring on or after the date set forth in clause (ii) above, but prior to the ninth (9th) Loan Year, one percent (1.0%fraction thereof) of the amount of Principal Balance being prepaid on such Prepayment Date. Thereafter, upon not less than thirty (30) days’ prior notice to Lender, Borrower may prepay the Loan and any other amounts then due and payable under this Agreement and other Loan Documents in whole but not in part, without Prepayment FeeTerm. The Prepayment Fee shall be paid without prejudice to the rights of the Lender to collect any amounts due to the Lender. The Borrowers shall not be entitled to make any partial prepayments of principal at any time during the Term without the prior written consent of the Lender, which consent may be withheld in the Lender's sole and payable absolute discretion. Once given, the Prepayment Notice may only be revoked upon any acceleration or the payment of a fee (the "Prepayment Revocation Fee") equal to one-half of one percent (.5%) of the then outstanding principal balance of the Loan. The failure to make prepayment of the Loan, whether voluntary, involuntary, as a result of, or otherwise Loan in connection with, a Creditors’ Rights Law proceeding or upon occurrence of accordance with the Prepayment Notice (unless such Prepayment Notice is revoked in accordance with the immediately preceding sentence) shall be an Event of Default, and Lender shall not be obligated to accept any prepayment unless it is accompanied by all accrued interest due under the Loan Documents and all other Obligations of Borrower due under the Loan Documents, together with an amount equal Default hereunder. Notwithstanding anything to the applicable Prepayment Fee. Such amounts contrary set forth herein, the Borrower may be applied by Lender in such order and priority as Lender shall determine. The parties hereto acknowledge and agree that the damages that Xxxxxx would suffer as a result of the Loan being prepaid are difficult or impossible to ascertain and, therefore, agree that the aforesaid Prepayment Fee is a reasonable approximation of such damages and does not constitute a penalty. Xxxxxx is not obligated hereunder or under any of the other Loan Documents to re-advance to Borrower any sums prepaid by Xxxxxxxx, whether prepaid voluntarily or involuntarily. If for any reason Borrower prepays the Loan on a date other than a Payment Date, Borrower shall also pay to Lender, in addition to any other amounts required under this Section 2.3(d), all interest which would have accrued on the prepayment amount from extend the Prepayment Date until (but not includingon one or more occasions) for up to ten (10) Business Days upon prior written notice to the next succeeding Payment Lender, which written notice must be received by the Lender prior to the Prepayment Date (as the same may be exended) and must specify the date to which the Prepayment Date is to be extended; provided, however, that in no event shall the Borrower have the right -------- ------- to extend the Prepayment Date to a date more than ten (10) Business Days after the original Prepayment Date.

Prepayment. Except as otherwise expressly stated in Articles 2 and 3 hereof, upon not less than thirty (30) days prior notice to LenderAt its option, Borrower may at any time prepay all or a portion of the outstanding Advances by paying the entire principal balance (or such portion thereof) all accrued and unpaid interest thereon, all unpaid Lender’s fees and expenses due hereunder accrued to the date of the repayment (including, without limitation, the portion of the End of Term Charge applicable to the aggregate original principal amount of the Term Loan and any other amounts then due and payable under this Agreement and other Loan Documents Advances being prepaid in whole but not in partaccordance with Section 2.5(a)), upon payment of together with a prepayment fee charge equal to the following percentage of the outstanding principal amount of such Advance amount being so prepaid: with respect to each Advance (which Advance amount shall include, for the “Prepayment Fee”avoidance of doubt, any principal that has been added to the principal balance of such Advance pursuant to Section 2.1(d)(ii)) equal to, as applicable, (ia) for any Prepayment Date occurring if the principal amount of such Advance amounts are prepaid on or prior to the Seventh date which is twelve (7th12) Loan Yearmonths following the Closing Date, three percent (3.00%); (b) if the Yield Maintenance Amount, (ii) for any Prepayment Date occurring on or principal amount of such Advance amounts are prepaid after the date set forth in clause which is twelve (i12) above, months following the Closing Date but on or prior to the eighth date which is twenty-four (8th24) Loan Yearmonths following the Closing Date, two percent (2.02.00%) of the amount of Principal Balance being prepaid on such Prepayment Date); and (iiic) for any Prepayment Date occurring on or after thereafter through the date set forth in clause (ii) above, but day immediately prior to the ninth (9th) Term Loan YearMaturity Date, one percent (1.01.00%) of (each, a “Prepayment Charge”). If at any time Borrower elects to make a prepayment, and at such time, there are outstanding Advances under multiple Tranches, the Prepayment Charge shall be determined by applying the amount of Principal Balance being prepaid such prepayment in the following order: first, to the outstanding principal amount (and accrued but unpaid interest thereon) of Advances outstanding under the Tranche with the latest initial funding date; second, to the outstanding principal amount (and accrued but unpaid interest thereon) of Advances outstanding under the Tranche with the next latest initial funding date and so on such until the entire principal balance of all Advances made hereunder (and all accrued but unpaid interest thereon) is paid in full. Xxxxxxxx agrees that the Prepayment DateCharge is a reasonable calculation of Xxxxxxx’ lost profits in view of the difficulties and impracticality of determining actual damages resulting from an early repayment of the Advances. Thereafter, upon not less than thirty (30) days’ prior notice to Lender, Borrower may shall prepay the Loan outstanding amount of all principal and accrued interest through the prepayment date and the Prepayment Charge Certain information marked as [***] has been excluded from this exhibit because it is both (i) not material and (ii) the type that the Registrant treats as private or confidential. upon the occurrence of a Change in Control or any other amounts then due and payable under this Agreement and other Loan Documents in whole but not in part, without Prepayment Fee. The Prepayment Fee shall be due and payable upon any acceleration or prepayment of the Loanoutstanding Advances hereunder. Notwithstanding the foregoing, whether voluntary, involuntary, as a result of, or otherwise Agent and Xxxxxxx agree to waive and hereby waive the Prepayment Charge if Hercules and/or its Affiliates (in connection with, a Creditors’ Rights Law proceeding or upon occurrence of an Event of Default, their sole and Lender shall not be obligated absolute discretion) agree in writing to accept any prepayment unless it is accompanied by all accrued interest due under refinance the Loan Documents and all other Obligations of Borrower due under the Loan Documents, together with an amount equal Advances prior to the applicable Prepayment FeeTerm Loan Maturity Date. Such Any amounts may paid under this Section shall be applied by Lender Agent to the then unpaid amount of any outstanding Secured Obligations (including principal and interest) in such order and priority as Lender shall determine. The parties hereto acknowledge and agree that the damages that Xxxxxx would suffer as a result of the Loan being prepaid are difficult or impossible to ascertain and, therefore, agree that the aforesaid Prepayment Fee is a reasonable approximation of such damages and does not constitute a penalty. Xxxxxx is not obligated hereunder or under any of the other Loan Documents to re-advance to Borrower any sums prepaid by Xxxxxxxx, whether prepaid voluntarily or involuntarily. If for any reason Borrower prepays the Loan on a date other than a Payment Date, Borrower shall also pay to Lender, set forth in addition to any other amounts required under this Section 2.3(d), all interest which would have accrued on the prepayment amount from the Prepayment Date until (but not including) the next succeeding Payment Date2.4.

Prepayment. Except (a) The University shall have the right, so long as otherwise expressly stated in Articles 2 all amounts that have become due hereunder have been paid, at any time or from time to time, to prepay all or any part of the Basic Loan Payments and 3 hereofthe Authority agrees that the Trustee shall accept such prepayments when the same are tendered. Any partial prepayment shall not affect the Authority's rights under this Agreement, upon not less than thirty (30) days prior notice but shall be credited to Lender, Borrower may the principal portion of Basic Loan Payments due from the University as determined by the Authority and the Trustee. The University is further hereby granted the option to prepay the Loan and any other amounts then due and payable its payment obligations under this Agreement and other Loan Documents in whole but not in partby paying to the Trustee the "Prepayment Price", upon payment which for any date of a prepayment fee (the “Prepayment Fee”) calculation shall be equal to, or shall be the amount, together with investment income pursuant to Section 2.01 of the Indenture (as applicableverified pursuant to such Section and paragraph (b) below), equal to the sum of (i) for any Prepayment Date occurring prior the aggregate amount of unpaid principal of the Bonds to their redemption date under the terms of the Indenture and as set forth in the University's notice to the Seventh (7th) Loan Year, the Yield Maintenance AmountTrustee of such prepayment, (ii) for any Prepayment interest to accrue on the Bonds from the last Interest Payment Date occurring thereof on or after which interest thereon was paid to the redemption date set forth in clause (i) above, but prior to the eighth (8th) Loan Year, two percent (2.0%) of the amount of Principal Balance being prepaid on such Prepayment Date; and (iii) for any Prepayment Date occurring the redemption premium, if any, applicable to the payment of the Bonds on or after the redemption date set forth in clause (iii) above, but prior to the ninth and (9thiv) Loan Year, one percent (1.0%) any costs of the amount of Principal Balance being prepaid on redemption or defeasance or other expenses incurred in implementing such Prepayment Date. Thereafter, upon not less than thirty (30) days’ prior notice to Lender, Borrower may prepay the Loan and any other amounts then due and payable under this Agreement and other Loan Documents in whole but not in part, without Prepayment Feeprepayment. The Prepayment Fee Price shall be deposited, upon receipt by the Trustee, in the Debt Service Fund (or in such other Trustee-held escrow account as may be specified by the University) and, at the request of and as determined by the University, credited against payments due hereunder or used for the redemption or purchase of Outstanding Bonds in the manner and payable upon subject to the terms and conditions set forth in the Indenture. Notwithstanding any acceleration or prepayment of the Loan, whether voluntary, involuntarysuch prepayment, as a result oflong as any Bonds remain Outstanding or any Additional Loan Payments required to be made hereunder remain unpaid, or otherwise in connection with, a Creditors’ Rights Law proceeding or upon occurrence of an Event of Default, and Lender shall the University will not be obligated to accept any prepayment unless it is accompanied by all accrued interest due under the Loan Documents and all other Obligations relieved of Borrower due under the Loan Documents, together with an amount equal to the applicable Prepayment Fee. Such amounts may be applied by Lender in such order and priority as Lender shall determine. The parties hereto acknowledge and agree that the damages that Xxxxxx would suffer as a result of the Loan being prepaid are difficult or impossible to ascertain and, therefore, agree that the aforesaid Prepayment Fee is a reasonable approximation of such damages and does not constitute a penalty. Xxxxxx is not obligated hereunder or under any of the other Loan Documents to re-advance to Borrower any sums prepaid by Xxxxxxxx, whether prepaid voluntarily or involuntarily. If for any reason Borrower prepays the Loan on a date other than a Payment Date, Borrower shall also pay to Lender, in addition to any other amounts required under this Section 2.3(d), all interest which would have accrued on the prepayment amount from the Prepayment Date until (but not including) the next succeeding Payment Dateits obligations hereunder.

Prepayment. Except as otherwise expressly stated in Articles 2 and 3 hereofNotwithstanding anything to the contrary contained herein, upon not less than thirty the occurrence of an Event of Default set forth in Section 5.1, the Holders shall have the right, at their option, to require the Company to prepay all or a portion of the Securities in cash at a price equal to the sum of (30i) days the greater of (A) one hundred percent (100%) of the aggregate principal amount of the Securities plus all accrued and unpaid interest and (B) the aggregate principal amount of the Securities plus all accrued but unpaid interest hereon, divided by the Conversion Price on (x) the date the Prepayment Price (as defined below) is demanded or otherwise due or (y) the date the Prepayment Price is paid in full, whichever is less, multiplied by the Daily VWAP on (x) the date the Prepayment Price is demanded or otherwise due, and (y) the date the Prepayment Price is paid in full, whichever is greater; provided that if the Event of Default is under Section 5.1(l) or (k), the Daily VWAP shall be as of the date immediately prior notice to Lenderthe occurrence of such Event of Default, Borrower may prepay and (ii) all other amounts, costs, expenses and liquidated damages due in respect of the Loan and any other amounts then due and payable under this Indenture, the Securities, the Warrants or the Securities Purchase Agreement and other Loan Documents in whole but not in part, upon payment of a prepayment fee (the “Prepayment FeePrice”). No sooner than fifteen (15) days nor later than ten (10) days prior to the consummation of a Change of Control, but not prior to the public announcement of such Change of Control, the Company shall deliver written notice thereof via facsimile and overnight courier (“Notice of Change of Control”) equal toto the Holders with a copy to the Trustee. At any time after receipt of a Notice of Change of Control (or, as applicablein the event a Notice of Change of Control is not delivered at least ten (10) days prior to a Change of Control, at any time within ten (10) days prior to a Change of Control), any Holder of the Securities then outstanding may require the Company to prepay, effective immediately prior to the consummation of such Change of Control, all of the Holder’s Securities then outstanding by delivering written notice thereof via facsimile and overnight courier (“Notice of Prepayment at Option of Holder Upon Change of Control”) to the Company with a copy to the Trustee, which Notice of Prepayment at Option of Holder Upon Change of Control shall indicate (i) for any Prepayment Date occurring prior the principal amount of the Securities that such holder is electing to the Seventh (7th) Loan Year, the Yield Maintenance Amount, have prepaid and (ii) for any the applicable Prepayment Date occurring Price, as calculated above. In the event the Company receives a Notice of Prepayment at Option of Holder Upon Change of Control from more than one Holder and the Company can prepay some, but not all, of the Securities pursuant to this Section, the Company shall prepay from each Holder electing to have its Securities prepaid at such time an amount equal to such Holder’s pro-rata amount (based on or the principal amount of the Securities held by such Holder relative to the principal amount of the Securities outstanding) of all the Securities being prepaid at such time. Within one (1) business day after the date set forth in clause occurrence of an Event of Default other than a Change of Control, the Company shall deliver written notice thereof via facsimile and overnight courier (i“Notice of Event of Default”) above, but prior to each Holder with a copy to the eighth (8th) Loan Year, two percent (2.0%) of the amount of Principal Balance being prepaid on such Prepayment Date; and (iii) for Trustee. At any Prepayment Date occurring on or time after the date set forth in clause (ii) above, but prior to the ninth (9th) Loan Year, one percent (1.0%) earlier of the amount a Holder’s receipt of Principal Balance being prepaid on a Notice of Event of Default and such Prepayment Date. Thereafter, upon not less than thirty (30) days’ prior notice to Lender, Borrower may prepay the Loan and any other amounts then due and payable under this Agreement and other Loan Documents in whole but not in part, without Prepayment Fee. The Prepayment Fee shall be due and payable upon any acceleration or prepayment of the Loan, whether voluntary, involuntary, as a result of, or otherwise in connection with, a Creditors’ Rights Law proceeding or upon occurrence Holder becoming aware of an Event of Default, any Holder may require the Company to prepay all (but not less than all) of the Securities held by such Holder by delivering written notice thereof via facsimile and Lender overnight courier (“Notice of Prepayment at Option of Holder Upon Event of Default”) to the Company with a copy to the Trustee, which Notice of Prepayment at Option of Holder Upon Event of Default shall indicate the applicable Prepayment Price, as calculated above. In the event the Company receives a Notice of Prepayment at Option of Holder Upon Event of Default from more than one Holder and the Company can prepay some, but not be obligated all, of the Securities pursuant to accept any prepayment unless it is accompanied by all accrued interest due under this Section, the Loan Documents and all other Obligations of Borrower due under the Loan Documents, together with Company shall prepay from each Holder electing to have its Securities prepaid at such time an amount equal to such Holder’s pro-rata amount (based on the principal amount of the Securities held by such Holder relative to the principal amount of the Securities outstanding) of all the Securities being prepaid at such time. Upon the Company’s receipt of a Notice(s) of Prepayment at Option of Holder Upon Event of Default or a Notice(s) of Prepayment at Option of Holder Upon Change of Control from any Holder, the Company shall immediately notify each Holder and the Trustee by facsimile of the Company’s receipt of such Notice(s) of Prepayment at Option of Holder Upon Event of Default or Notice(s) of Prepayment at Option of Holder Upon Change of Control and each Holder which has sent such a notice shall promptly submit to the Company such Xxxxxx’s original Securities that are to be prepaid. The Company shall deliver the applicable Prepayment FeePrice, in the case of a prepayment at option of Holder upon Event of Default (not a Change of Control), to such Holder within five (5) business days after the Company’s receipt of a Notice of Prepayment at Option of Holder Upon Event of Default and, in the case of a prepayment at option of holder upon Change of Control, the Company shall deliver the applicable Prepayment Price immediately prior to the consummation of the Change of Control; provided that a Holder’s original Securities shall have been so delivered to the Company; provided further that if the Company is unable to prepay all of the Securities to be prepaid, the Company shall prepay an amount from each Holder being prepaid equal to such Holder’s pro-rata amount (based on the number of Securities held by such Holder relative to the number of Securities outstanding) of all Securities being prepaid. Such amounts may be applied by Lender in such order and priority as Lender If the Company shall determine. The parties hereto acknowledge and agree that fail to prepay all of the damages that Xxxxxx would suffer Securities submitted for prepayment (including as a result of a dispute as to the Loan being prepaid are difficult or impossible to ascertain and, therefore, agree that the aforesaid Prepayment Fee is a reasonable approximation of such damages and does not constitute a penalty. Xxxxxx is not obligated hereunder or under any calculation of the other Loan Documents to re-advance to Borrower any sums prepaid by Xxxxxxxx, whether prepaid voluntarily or involuntarily. If for any reason Borrower prepays the Loan on a date other than a Payment Date, Borrower shall also pay to LenderPrepayment Price), in addition to any other amounts required remedy such Holder may have under the Securities and the Securities Purchase Agreement, the applicable Prepayment Price payable in respect of such Securities not prepaid shall bear interest at the rate of two percent (2%) per month (prorated for partial months) until paid in full. Until the Company pays such unpaid applicable Prepayment Price in full to a Holder submitted for prepayment, such Holder shall have the option to, in lieu of prepayment, require the Company to promptly return to such Holder(s) all of the Securities that were submitted for prepayment by such holder(s) under this Section 2.3(d5.15 and for which the applicable Prepayment Price has not been paid, by sending written notice thereof to the Company via facsimile (the “Void Optional Prepayment Notice”). Company shall promptly send a copy of such Void Optional Prepayment Notice to each of the other Holders. Upon the Company’s receipt of such Void Optional Prepayment Notice(s) and prior to payment of the full applicable Prepayment Price to such Holder, all interest (i) the Notice(s) of Prepayment at Option of Holder Upon Event of Default or the Notice(s) of Prepayment at Option of Holder Upon Change of Control, as the case may be, shall be null and void with respect to those Securities submitted for prepayment and for which the applicable Prepayment Price has not been paid, (ii) the Company shall immediately return any Securities submitted to the Company by each Holder for prepayment under this Section and for which the applicable Prepayment Price has not been paid and (iii) the Conversion Price of such returned Securities shall be adjusted to the lesser of (A) the Conversion Price as in effect on the date on which the Void Optional Prepayment Notice(s) is delivered to the Company and (B) the lowest Closing Price during the period beginning on the date on which the Notice(s) of Prepayment of Option of Holder Upon Change of Control or the Notice(s) of Prepayment at Option of Holder Upon Event of Default, as the case may be, is delivered to the Company and ending on the date on which the Void Optional Prepayment Notice(s) is delivered to the Company; provided that no adjustment shall be made if such adjustment would result in an increase of the Conversion Price then in effect. A Holder’s delivery of a Void Optional Prepayment Notice and exercise of its rights following such notice shall not affect the Company’s obligations to make any payments which have accrued on prior to the prepayment amount from the Prepayment Date until (but not including) the next succeeding Payment Datedate of such notice. Payments provided for in this Section 5.15 shall have priority to payments to other creditors and stockholders in connection with a Change of Control.

Prepayment. Except as otherwise expressly stated in Articles 2 and 3 hereof, upon not less than thirty Upon at least five (305) days prior Business Days’ written notice to Lenderthe Administrator, the Borrower may prepay the Loan and any other amounts then due and payable under this Agreement and other Loan Documents Facility Amount in whole but not or in part. If the Facility Amount is prepaid in whole, upon payment the Borrower shall deposit or cause to be deposited the following amounts into the Collection Account: (1) the aggregate principal amount of the Outstanding Advances, (2) all interest accrued on such Outstanding Advances to the date of prepayment, (3) all accrued and unpaid Facility Fees, (4) a prepayment fee equal to 1.00% of the Maximum Facility Amount (the “Prepayment Fee”), and (5) equal toall payments due with respect to all other Obligations, as applicable, (i) for any Prepayment Date occurring prior including all amounts payable to the Seventh (7th) Loan YearAdministrator, the Yield Maintenance AmountCustodian, (ii) for any Prepayment Date occurring the Lender and the Affected Parties. If the Borrower elects to prepay a portion of the Facility Amount in connection with a Third Party Sale without offering to ReMark and its Affiliates a right of last look pursuant to Section 9.16, the Borrower shall pay to ReMark a prepayment fee in accordance with Section 9.16. All amounts paid by the Borrower in respect of whole prepayments shall be distributed by the Administrator to the parties entitled thereto on or after the date of prepayment in accordance with the priority of payments set forth in clause (i) above, but prior Section 2.04(a). All amounts paid by the Borrower in respect of the Release Price of any Pledged Receivable shall be distributed by the Administrator to the eighth (8th) Loan Year, two percent (2.0%) of the amount of Principal Balance being prepaid parties entitled thereto on such Prepayment Date; and (iii) for any Prepayment Date occurring on or after the date of receipt in accordance with the priority of payments set forth in clause Section 2.04(a). Upon the Borrower’s prepayment in full of the Outstanding Advances pursuant to this Section 2.13, this Agreement (iiincluding, without limitation, the Lender’s obligation to make Advances hereunder) aboveshall be terminated; provided, but prior that nothing contained in this Section 2.13 shall, or shall be deemed to, cancel, impair, disturb or otherwise limit the obligations and liabilities of the Borrower or the Servicer (x) under any indemnity provisions or any other provisions of this Agreement or any other Transaction Document which by their terms survive the termination of this Agreement and/or any other Transaction Document or the satisfaction of the Obligations or (y) under any provisions of this Agreement and/or any other Transaction Document which are necessary for the enforcement by the Lender of any such surviving obligations and liabilities and (z) for the full amount of any payments which have been applied to the ninth (9th) Loan Year, one percent (1.0%) Obligations and which are required to be returned for any reason. Amounts paid by the Borrower pursuant to this Section 2.13 on account of the amount of Principal Balance being prepaid on such Prepayment Date. Thereafter, upon not less than thirty (30) days’ prior notice to Lender, Borrower may prepay the Loan and any other amounts then due and payable under this Agreement and other Loan Documents in whole but not in part, without Prepayment Fee. The Prepayment Fee Pledged Receivables shall be due and payable upon any acceleration or prepayment of the Loan, whether voluntary, involuntary, treated as a result of, or otherwise in connection with, a Creditors’ Rights Law proceeding or upon occurrence of an Event of Default, and Lender shall not be obligated to accept any prepayment unless it is accompanied by all accrued interest due under the Loan Documents and all other Obligations of Borrower due under the Loan Documents, together with an amount equal to the applicable Prepayment Fee. Such amounts may be applied by Lender in such order and priority as Lender shall determine. The parties hereto acknowledge and agree that the damages that Xxxxxx would suffer as a result of the Loan being prepaid are difficult or impossible to ascertain and, therefore, agree that the aforesaid Prepayment Fee is a reasonable approximation of such damages and does not constitute a penalty. Xxxxxx is not obligated hereunder or under any of the other Loan Documents to re-advance to Borrower any sums prepaid by Xxxxxxxx, whether prepaid voluntarily or involuntarily. If for any reason Borrower prepays the Loan on a date other than a Payment Date, Borrower shall also pay to Lender, in addition to any other amounts required under this Section 2.3(d), all interest which would have accrued on the prepayment amount from the Prepayment Date until (but not including) the next succeeding Payment DateCollections hereunder.

Prepayment. Except as otherwise expressly stated Notwithstanding anything to the contrary contained in Articles 2 this Note, at any time during the period beginning on the Issue Date and 3 hereofending on the date which is ninety (90) days following the issue date, upon the Borrower shall have the right, exercisable on not less than thirty three (303) days Trading Days prior written notice to Lender, Borrower may the Holder of the Note to prepay the Loan outstanding Note (principal and any other amounts then due accrued interest), in full, in accordance with this Section 1.9. Any notice of prepayment hereunder (an “Optional Prepayment Notice”) shall be delivered to the Holder of the Note at its registered addresses and payable under this Agreement shall state: (1) that the Borrower is exercising its right to prepay the Note, and other Loan Documents in whole but (2) the date of prepayment which shall be not in part, upon payment more than three (3) Trading Days from the date of a the Optional Prepayment Notice. On the date fixed for prepayment fee (the “Optional Prepayment FeeDate”), the Borrower shall make payment of the Optional Prepayment Amount (as defined below) to or upon the order of the Holder as specified by the Holder in writing to the Borrower at least one (1) business day prior to the Optional Prepayment Date. If the Borrower exercises its right to prepay the Note, the Borrower shall make payment to the Holder of an amount in cash (the “Optional Prepayment Amount”) equal toto 130%, as applicable, multiplied by the sum of: (iw) for any the then outstanding principal amount of this Note plus (x) accrued and unpaid interest on the unpaid principal amount of this Note to the Optional Prepayment Date occurring plus (y) Default Interest, if any, on the amounts referred to in clauses (w) and (x) plus (z) any amounts owed to the Holder pursuant to Sections 1.3 and 1.4(g) hereof. If the Borrower delivers an Optional Prepayment Notice and fails to pay the Optional Prepayment Amount due to the Holder of the Note within two (2) business days following the Optional Prepayment Date, the Borrower shall forever forfeit its right to prepay the Note pursuant to this Section 1.9. Notwithstanding anything to the contrary contained in this Note, at any time during the period beginning on the date which is ninety-one (91) days following the issue date and ending on the date which is one hundred twenty (120) days following the issue date, the Borrower shall have the right, exercisable on not less than three (3) Trading Days prior written notice to the Holder of the Note to prepay the outstanding Note (principal and accrued interest), in full, in accordance with this Section 1.9. Any Optional Prepayment Notice shall be delivered to the Holder of the Note at its registered addresses and shall state: (1) that the Borrower is exercising its right to prepay the Note, and (2) the date of prepayment which shall be not more than three (3) Trading Days from the date of the Optional Prepayment Notice. On the Optional Prepayment Date, the Borrower shall make payment of the Second Optional Prepayment Amount (as defined below) to or upon the order of the Holder as specified by the Holder in writing to the Borrower at least one (1) business day prior to the Seventh (7th) Loan YearOptional Prepayment Date. If the Borrower exercises its right to prepay the Note, the Yield Maintenance Borrower shall make payment to the Holder of an amount in cash (the “Second Optional Prepayment Amount”) equal to 140%, multiplied by the sum of: (iiw) for any the then outstanding principal amount of this Note plus (x) accrued and unpaid interest on the unpaid principal amount of this Note to the Optional Prepayment Date occurring plus (y) Default Interest, if any, on or after the amounts referred to in clauses (w) and (x) plus (z) any amounts owed to the Holder pursuant to Sections 1.3 and 1.4(g) hereof. If the Borrower delivers an Optional Prepayment Notice and fails to pay the Second Optional Prepayment Amount due to the Holder of the Note within two (2) business days following the Optional Prepayment Date, the Borrower shall forever forfeit its right to prepay the Note pursuant to this Section 1.9. Notwithstanding anything to the contrary contained in this Note, at any time during the period beginning on the date set forth which is one hundred twenty-one (121) days following the issue date and ending on the date which is one hundred fifty (150) days following the issue date, the Borrower shall have the right, exercisable on not less than three (3) Trading Days prior written notice to the Holder of the Note to prepay the outstanding Note (principal and accrued interest), in clause full, in accordance with this Section 1.9. Any Optional Prepayment Notice shall be delivered to the Holder of the Note at its registered addresses and shall state: (i1) abovethat the Borrower is exercising its right to prepay the Note, but and (2) the date of prepayment which shall be not more than three (3) Trading Days from the date of the Optional Prepayment Notice. On the Optional Prepayment Date, the Borrower shall make payment of the Third Optional Prepayment Amount (as defined below) to or upon the order of the Holder as specified by the Holder in writing to the Borrower at least one (1) business day prior to the eighth Optional Prepayment Date. If the Borrower exercises its right to prepay the Note, the Borrower shall make payment to the Holder of an amount in cash (8ththe “Third Optional Prepayment Amount”) Loan Yearequal to 145%, two percent multiplied by the sum of: (2.0%w) the then outstanding principal amount of this Note plus (x) accrued and unpaid interest on the unpaid principal amount of this Note to the Optional Prepayment Date plus (y) Default Interest, if any, on the amounts referred to in clauses (w) and (x) plus (z) any amounts owed to the Holder pursuant to Sections 1.3 and 1.4(g) hereof. If the Borrower delivers an Optional Prepayment Notice and fails to pay the Third Optional Prepayment Amount due to the Holder of the amount of Principal Balance being prepaid on such Note within two (2) business days following the Optional Prepayment Date; , the Borrower shall forever forfeit its right to prepay the Note pursuant to this Section 1.9. Notwithstanding any to the contrary stated elsewhere herein, at any time during the period beginning on the date that is one hundred fifty-one (151) day from the issue date and ending one hundred eighty (180) days following the issue date, the Borrower shall have the right, exercisable on not less than three (3) Trading Days prior written notice to the Holder of the Note to prepay the outstanding Note (principal and accrued interest), in full, in accordance with this Section 1.9. Any Optional Prepayment Notice shall be delivered to the Holder of the Note at its registered addresses and shall state: (1) that the Borrower is exercising its right to prepay the Note, and (iii2) for any Prepayment Date occurring on or after the date set forth of prepayment which shall be not more than three (3) Trading Days from the date of the Optional Prepayment Notice. On the Optional Prepayment Date, the Borrower shall make payment of the Fourth Optional Prepayment Amount (as defined below) to or upon the order of the Holder as specified by the Holder in clause writing to the Borrower at least one (ii1) above, but business day prior to the ninth (9th) Loan Year, one percent (1.0%) of the amount of Principal Balance being prepaid on such Optional Prepayment Date. Thereafter, upon not less than thirty (30) days’ prior notice If the Borrower exercises its right to Lender, Borrower may prepay the Loan Note, the Borrower shall make payment to the Holder of an amount in cash (the “Fourth Optional Prepayment Amount”) equal to 150%, multiplied by the sum of: (w) the then outstanding principal amount of this Note plus (x) accrued and unpaid interest on the unpaid principal amount of this Note to the Optional Prepayment Date plus (y) Default Interest, if any, on the amounts referred to in clauses (w) and (x) plus (z) any other amounts then owed to the Holder pursuant to Sections 1.3 and 1.4(g) hereof. If the Borrower delivers an Optional Prepayment Notice and fails to pay the Fourth Optional Prepayment Amount due and payable under this Agreement and other Loan Documents in whole but not in part, without Prepayment Fee. The Prepayment Fee shall be due and payable upon any acceleration or prepayment to the Holder of the LoanNote within two (2) business days following the Optional Prepayment Date, whether voluntary, involuntary, as a result of, or otherwise in connection with, a Creditors’ Rights Law proceeding or upon occurrence the Borrower shall forever forfeit its right to prepay the Note pursuant to this Section 1.9. After the expiration of an Event of Default, and Lender shall not be obligated to accept any prepayment unless it is accompanied by all accrued interest due under one hundred eighty (180) following the Loan Documents and all other Obligations of Borrower due under the Loan Documents, together with an amount equal to the applicable Prepayment Fee. Such amounts may be applied by Lender in such order and priority as Lender shall determine. The parties hereto acknowledge and agree that the damages that Xxxxxx would suffer as a result date of the Loan being prepaid are difficult or impossible to ascertain andNote, therefore, agree that the aforesaid Prepayment Fee is a reasonable approximation of such damages and does not constitute a penalty. Xxxxxx is not obligated hereunder or under any of the other Loan Documents to re-advance to Borrower any sums prepaid by Xxxxxxxx, whether prepaid voluntarily or involuntarily. If for any reason Borrower prepays the Loan on a date other than a Payment Date, Borrower shall also pay to Lender, in addition to any other amounts required under this Section 2.3(d), all interest which would have accrued on the prepayment amount from the Prepayment Date until (but not including) the next succeeding Payment Dateno right of prepayment.

Prepayment. Except (a) If, as otherwise expressly stated in Articles 2 and 3 hereofof the last day of any Collection Period, upon not the Pool Balance shall be less than thirty or equal to 15% of the sum of (30a) the aggregate Principal Balances of all of the Contracts as of the Initial Cutoff Date and (b) the sum, for each Additional Contract Cutoff Date, of the Aggregate Principal Balances of all Contracts that became Additional Contracts on such Additional Contract Cutoff Date, the Depositor shall have the option to purchase on the following Payment Date the Owner Trust Estate, other than the Collection Account, the Class A Note Payment Account, the Class B Note Payment Account, the Prefunding Account and the Reserve Account. To exercise such option, the Depositor shall notify in writing the Owner Trustee, the Indenture Trustee and the Insurer no later than fifteen (15) days prior notice to Lender, Borrower may prepay the Loan and any other amounts then due and payable under this Agreement and other Loan Documents in whole but not in part, upon payment of a prepayment fee Payment Date on which such repurchase is to be effected (the “Prepayment Fee”"PREPAYMENT DATE") equal to, as applicable, (i) for any Prepayment and shall deposit into 24 the Collection Account on the Business Day preceding such Payment Date occurring prior to the Seventh (7th) Loan Year, the Yield Maintenance Amount, (ii) for any Prepayment Date occurring on or after the date set forth in clause (i) above, but prior to the eighth (8th) Loan Year, two percent (2.0%) of the amount of Principal Balance being prepaid on such Prepayment Date; and (iii) for any Prepayment Date occurring on or after the date set forth in clause (ii) above, but prior to the ninth (9th) Loan Year, one percent (1.0%) of the amount of Principal Balance being prepaid on such Prepayment Date. Thereafter, upon not less than thirty (30) days’ prior notice to Lender, Borrower may prepay the Loan and any other amounts then due and payable under this Agreement and other Loan Documents in whole but not in part, without Prepayment Fee. The Prepayment Fee shall be due and payable upon any acceleration or prepayment of the Loan, whether voluntary, involuntary, as a result of, or otherwise in connection with, a Creditors’ Rights Law proceeding or upon occurrence of an Event of Default, and Lender shall not be obligated to accept any prepayment unless it is accompanied by all accrued interest due under the Loan Documents and all other Obligations of Borrower due under the Loan Documents, together with an amount equal to the applicable Prepayment Feeaggregate Purchase Amount for the Contracts, PLUS the appraised value of any other Trust Property, other than the Collection Account, the Class A Note Payment Account, the Class B Note Payment Account, the Prefunding Account or the Reserve Account, such value to be determined by an appraiser mutually agreed upon by the Servicer, the Trust, the Indenture Trustee and the Insurer; PROVIDED, HOWEVER, that the Depositor shall not be permitted to exercise such option unless the amount to be deposited in the Collection Account pursuant to this SECTION 9.3(A) is at least equal to the sum of the Class A Note Balance and the Class B Note Balance PLUS all accrued but unpaid interest (including any overdue interest) on the Class A Notes PLUS all amounts due the Insurer under the Insurance Agreement and the Policy. Upon such payment, the Depositor shall succeed to and own all interests in and to the Owner Trust Estate other than the Collection Account, the Class A Note Payment Account, the Class B Note Payment, the Prefunding Account and the Reserve Account. Such payment amount, PLUS, to the extent necessary, all amounts may in the Collection Account, the Class A Note Payment Account, the Class B Note Payment Account, the Prefunding Account and the Reserve Account, shall be applied by Lender used to make payments in such order full to the Noteholders and priority as Lender shall determine. The parties hereto acknowledge and agree that the damages that Xxxxxx would suffer as a result Insurer in the manner set forth in Article III of the Loan being prepaid are difficult or impossible to ascertain and, therefore, agree that the aforesaid Prepayment Fee is a reasonable approximation of such damages Sale and does not constitute a penalty. Xxxxxx is not obligated hereunder or under any of the other Loan Documents to re-advance to Borrower any sums prepaid by Xxxxxxxx, whether prepaid voluntarily or involuntarily. If for any reason Borrower prepays the Loan on a date other than a Payment Date, Borrower shall also pay to Lender, in addition to any other amounts required under this Section 2.3(d), all interest which would have accrued on the prepayment amount from the Prepayment Date until (but not including) the next succeeding Payment DateAllocation Agreement.

Prepayment. Except Notwithstanding anything to the contrary contained in this Note, at any time prior to or as otherwise expressly stated in Articles 2 of (but not following) the earlier of the (i) the first Conversion Date hereunder and 3 hereof(ii) the 270th calendar day after the Issue Date, upon the Borrower shall have the right, exercisable on not less than one (1) Trading Days prior written notice to the Holder of the Note, to prepay the outstanding Principal Amount and interest (including any Default Interest) then due under this Note, in whole or in part, in accordance with this Section 1.9. Any notice of prepayment hereunder (an “Optional Prepayment Notice”) shall be delivered to the Holder of the Note at its registered addresses and shall state: (1) that the Borrower is exercising its right to prepay the Note, and (2) the date of prepayment which shall be not more than one (1) Trading Days from the date of the Optional Prepayment Notice. On the date fixed for prepayment (the “Optional Prepayment Date”), the Borrower shall make payment of the amounts designated below to or upon the order of the Holder as specified by the Holder in writing to the Borrower at least one (1) business day prior to the Optional Prepayment Date. If the Borrower exercises its right to prepay the Note at any time within the initial thirty (30) calendar days prior notice to Lenderfollowing the Issue Date, the Borrower may prepay the Loan and any other amounts then due and payable under this Agreement and other Loan Documents in whole but not in part, upon shall make payment of a prepayment fee (the “Prepayment Fee”) equal to, as applicable, (i) for any Prepayment Date occurring prior to the Seventh (7th) Loan Year, the Yield Maintenance Amount, (ii) for any Prepayment Date occurring on or after the date set forth in clause (i) above, but prior to the eighth (8th) Loan Year, two percent (2.0%) of the amount of Principal Balance being prepaid on such Prepayment Date; and (iii) for any Prepayment Date occurring on or after the date set forth in clause (ii) above, but prior to the ninth (9th) Loan Year, one percent (1.0%) of the amount of Principal Balance being prepaid on such Prepayment Date. Thereafter, upon not less than thirty (30) days’ prior notice to Lender, Borrower may prepay the Loan and any other amounts then due and payable under this Agreement and other Loan Documents in whole but not in part, without Prepayment Fee. The Prepayment Fee shall be due and payable upon any acceleration or prepayment of the Loan, whether voluntary, involuntary, as a result of, or otherwise in connection with, a Creditors’ Rights Law proceeding or upon occurrence Holder of an Event of Default, and Lender shall not be obligated to accept any prepayment unless it is accompanied by all accrued interest due under the Loan Documents and all other Obligations of Borrower due under the Loan Documents, together with an amount in cash equal to the applicable sum of: (w) 115% multiplied by the Principal Amount then outstanding plus (x) accrued and unpaid interest on the Principal Amount to the Optional Prepayment Fee. Such Date plus (y) Default Interest, if any, on the amounts may be applied by Lender referred to in such order clauses (w) and priority as Lender shall determine. The parties hereto acknowledge and agree that the damages that Xxxxxx would suffer as a result of the Loan being prepaid are difficult or impossible to ascertain and, therefore, agree that the aforesaid Prepayment Fee is a reasonable approximation of such damages and does not constitute a penalty. Xxxxxx is not obligated hereunder or under any of the other Loan Documents to re-advance to Borrower any sums prepaid by Xxxxxxxx, whether prepaid voluntarily or involuntarily(x). If for the Borrower exercises its right to prepay the Note at any reason Borrower prepays time from the Loan on a date other than a Payment 31st calendar day through the 60th calendar day following the Issue Date, the Borrower shall also pay make payment to Lender, the Holder of an amount in addition cash equal to any other amounts required under this Section 2.3(d), all the sum of: (w) 120% multiplied by the Principal Amount then outstanding plus (x) accrued and unpaid interest which would have accrued on the prepayment amount Principal Amount to the Optional Prepayment Date plus (y) Default Interest, if any, on the amounts referred to in clauses (w) and (x). If the Borrower exercises its right to prepay the Note at any time from the 61st calendar day through the 120th calendar day following the Issue Date, the Borrower shall make payment to the Holder of an amount in cash equal to the sum of: (w) 125% multiplied by the Principal Amount then outstanding plus (x) accrued and unpaid interest on the Principal Amount to the Optional Prepayment Date plus (y) Default Interest, if any, on the amounts referred to in clauses (w) and (x). If the Borrower exercises its right to prepay the Note at any time from the 121st calendar day through the 180th calendar day following the Issue Date, the Borrower shall make payment to the Holder of an amount in cash equal to the sum of: (w) 130% multiplied by the Principal Amount then outstanding plus (x) accrued and unpaid interest on the Principal Amount to the Optional Prepayment Date plus (y) Default Interest, if any, on the amounts referred to in clauses (w) and (x). After the 181st calendar day, this Note may not be prepaid in full or in part until (but not including) the next succeeding Payment Maturity Date.

Prepayment. Except Borrowers shall be authorized to borrow, repay ----------- and reborrow Revolver Loans without having to pay any prepayment premium or penalty in connection therewith; provided, however, if a Borrower shall remove -------- ------- any Pledged Loan from the Collateral in accordance with and subject to the terms of Section 4.5.2 hereof and within 30 days thereafter such Pledged Loan shall become subject to a Lien other than a Permitted Lien (except a Lien granted in connection with an asset securitization transaction or whole loan sale transaction of which such Pledged Loan is made a part), then, except as otherwise expressly stated in Articles 2 hereinafter provided, at the time such Pledged Loan becomes subject to any such Lien, Borrowers shall be jointly and 3 hereof, upon not less than thirty (30) days prior notice severally obligated to Lender, Borrower may prepay the Loan and any other amounts then due and payable under this Agreement and other Loan Documents in whole but not in part, upon payment of pay to Lender a prepayment fee equal to the Applicable Prepayment Percentage (as defined in the “Prepayment Fee”succeeding sentence) equal to, as applicable, of the amount obtained by multiplying (i) for any the unpaid principal balance of such Pledged Loan (whether or not such Pledged Loan is an Eligible Loan) by (ii) the Applicable A&D Loan Margin or the Hypothecation Loan Margin, as applicable depending upon whether the Pledged Loan to be removed from the Collateral as provided in Section 4.5.2 hereof is an A&D Loan or Hypothecation Loan. For purposes hereof, the "Applicable Prepayment Date occurring prior to Percentage" shall be 3% if removal occurs during the Seventh (7th) first Loan Year, 2% if such removal occurs during the Yield Maintenance Amountsecond Loan Year, and 1% if such removal occurs during the third Loan Year. Notwithstanding the foregoing provisions of this Section 4.2.6, if Borrowers shall be permitted to remove a Pledged Loan from the Collateral pursuant to the terms and conditions of Section 4.5.2 hereof, and (i) such Pledged Loan is an A&D Loan but is not an Eligible A&D Loan, (ii) Borrowers are removing such Pledged Loan from the Collateral for any Prepayment Date occurring on the purpose of pledging the same to a lender (other than Lender) that is not an Affiliate of either Borrower for which Borrowers will receive availability or after the date set forth in clause (i) above, but prior to the eighth (8th) Loan Year, two percent (2.0%) of the amount of Principal Balance being prepaid on borrowing credit from such Prepayment Date; other lender and (iii) for any Prepayment Date occurring on Lender does not elect to deem such Pledged Loan an Eligible Loan, then no prepayment fee shall be payable by Borrowers in connection with or after as the date set forth in clause (ii) above, but prior to result of Borrowers' removal of such Pledged Loan from the ninth (9th) Loan Year, one percent (1.0%) of the amount of Principal Balance being prepaid on such Prepayment Date. Thereafter, upon not less than thirty (30) days’ prior notice to Lender, Borrower may prepay the Loan and any other amounts then due and payable under this Agreement and other Loan Documents in whole but not in part, without Prepayment FeeCollateral. The Prepayment Fee preceding sentence shall be due apply only to A&D Loans and payable upon any acceleration or prepayment of the Loan, whether voluntary, involuntary, as a result of, or otherwise in connection with, a Creditors’ Rights Law proceeding or upon occurrence of an Event of Default, and Lender shall not be obligated to accept any prepayment unless it is accompanied by all accrued interest due under the Loan Documents and all other Obligations of Borrower due under the Loan Documents, together with an amount equal to the applicable Prepayment Fee. Such amounts may be applied by Lender in such order and priority as Lender shall determine. The parties hereto acknowledge and agree that the damages that Xxxxxx would suffer as a result of the Loan being prepaid are difficult or impossible to ascertain and, therefore, agree that the aforesaid Prepayment Fee is a reasonable approximation of such damages and does not constitute a penalty. Xxxxxx is not obligated hereunder or under any of the other Loan Documents to re-advance to Borrower any sums prepaid by Xxxxxxxx, whether prepaid voluntarily or involuntarily. If for any reason Borrower prepays the Loan on a date other than a Payment Date, Borrower shall also pay to Lender, in addition to any other amounts required under this Section 2.3(d), all interest which would have accrued on the prepayment amount from the Prepayment Date until (but not including) the next succeeding Payment DateHypothecation Loans.

Prepayment. Except (a) Borrower may not prepay the Loan, in whole or in part, except as otherwise expressly stated provided in Articles 2 Section 4.3(b) below and 3 hereofexcept that (i) upon a Martinsburg Property Sale, upon or (ii) the Taking of the Martinsburg Property in whole or in substantial part, Borrower shall prepay the Loan or so much thereof as has not less than thirty been prepaid previously and, in the case of a Martinsburg Property Sale, simultaneously shall pay to Lender an Exit Fee computed as provided in Section 4.3(c) unless payment of said Exit Fee shall be deemed waived by Lender as provided in Section 4.3(c). The Martinsburg Property shall be deemed to have been Taken in substantial part if the portion thereof remaining after the Taking cannot practically and economically be restored so as to be suitable for the use to which the Martinsburg Property was being put at the time of the Taking. (30b) days prior notice to Lender, Borrower may prepay the Loan and any other amounts then due and payable under this Agreement and other Loan Documents Loan, in whole but not in part, upon or at any time after the repayment of the First Mortgage on its original or any extended maturity date upon at least forty-five (45) days notice to Lender and the payment to Lender of a prepayment fee the Exit Fee computed as provided in Section 4.3(c) simultaneously with such prepayment. (the “Prepayment Fee”c) equal toWhenever any Principal is repaid by Borrower, as applicable, (i) for any Prepayment Date occurring prior reason whatsoever, Borrower shall pay in addition to the Seventh (7th) Loan YearPrincipal so paid, and any accrued and unpaid Interest thereon, an "Exit Fee" in the Yield Maintenance Amount, (ii) for any Prepayment Date occurring on or after the date set forth in clause (i) above, but prior to the eighth (8th) Loan Year, two amount of three percent (2.03%) of the amount of Principal Balance being prepaid on such Prepayment Date; so paid, provided, however, that if and (iii) for any Prepayment Date occurring on or after the date set forth in clause (ii) above, but prior to the ninth (9th) Loan Yearextent that Principal is paid on the Maturity Date, one percent (1.0%) of the amount of Principal Balance being prepaid on such Prepayment Date. Thereafter, upon not less than thirty (30) days’ prior notice to Lender, Borrower may prepay the Loan and any other amounts then due and payable under this Agreement and other Loan Documents in whole but not in part, without Prepayment Fee. The Prepayment Fee shall be due and payable upon any acceleration or a prepayment of the Loan, whether voluntary, involuntary, is required as a result ofof a Martinsburg Property Sale and there have been no material Events of Default during the Term of the Loan with respect to payments of Interest, or otherwise in connection with, a Creditors’ Rights Law proceeding or upon occurrence of an Event of Default, and Lender shall not be obligated to accept any prepayment unless it is accompanied by all accrued interest due under the Loan Documents and all other Obligations of Borrower due under the Loan Documents, together with an amount equal to the applicable Prepayment Fee. Such amounts may be applied by Lender in such order and priority as Lender shall determine. The parties hereto acknowledge and agree that the damages that Xxxxxx would suffer required as a result of the Loan being prepaid are difficult or impossible to ascertain and, therefore, agree that the aforesaid Prepayment Fee is a reasonable approximation of such damages and does not constitute a penalty. Xxxxxx is not obligated hereunder or under any Taking of the other Loan Documents to re-advance to Borrower any sums prepaid Martinsburg Property in whole or in substantial part, then the Exit Fee shall be waived by Xxxxxxxx, whether prepaid voluntarily or involuntarilyLender and shall not be payable by Borrower. If for any reason Borrower prepays the Loan on a date other than a Payment Date, Borrower shall also pay to Lender(e) No prepayment, in addition to whole or in part, however occurring shall affect in any other amounts required under this Section 2.3(d), all interest which would have accrued on way the prepayment amount from the Prepayment Date until (but not including) the next succeeding Payment Daterights or status of Lender as a member of Borrower.

Prepayment. Except (a) This Note may be prepaid in whole but not in part (except as otherwise expressly stated specifically provided herein) at any time after the earlier of (1) the date of thirty-sixth (36th) monthly installment of principal and interest due hereunder and (2) if this Note and the Security Instrument become the subject of a securitization, the date that is the second anniversary of the closing of the securitization (in Articles 2 either ease, such date, the "Lock Out Expiration Date") provided (i) written notice of such prepayment is received by Lender not more than sixty (60) days and 3 hereof, upon not less than thirty (30) days prior notice to Lender, Borrower may prepay the Loan and any other amounts then due and payable under this Agreement and other Loan Documents in whole but not in part, upon payment of a prepayment fee (the “Prepayment Fee”) equal to, as applicable, (i) for any Prepayment Date occurring prior to the Seventh (7th) Loan Year, the Yield Maintenance Amountdate of such prepayment, (ii) for any Prepayment Date occurring such prepayment is received on the first day of a calendar month (or, if such prepayment is not received on the first day of a calendar month, interest is paid through the last day of such calendar month) and is accompanied by all interest accrued hereunder and all other sums due hereunder or after under the date set forth in clause (i) aboveother Loan Documents, but prior to the eighth (8th) Loan Year, two percent (2.0%) of the amount of Principal Balance being prepaid on such Prepayment Date; and (iii) for any if this Note is being prepaid prior to the Preferred Prepayment Date occurring on Date, Borrower shall have delivered to Lender cash, treasury notes or other substitute collateral acceptable to Lender sufficient, together with the prepayment, to pay all scheduled payments of principal and interest from and after the date set forth of prepayment as and when due hereunder, including, without limitation, the outstanding principal balance hereof on the Preferred Prepayment Date (the "Defeasance Payment"). No Defeasance Payment or other prepayment fee or premium shall be due or payable in clause connection with any prepayment of the indebtedness evidenced by the Note resulting from application of insurance or condemnation proceeds as provided in the Security Instrument at any time during the loan term. With regard to any prepayment made hereunder, if the prior written notice required in (iii) aboveabove has not been received by Lender, but prior the prepayment shall be increased by an amount equal to the ninth lesser of (9thi) Loan Year, one percent (1.0%) of the amount of Principal Balance being prepaid on such Prepayment Date. Thereafter, upon not less than thirty (30) days’ prior notice to Lender, Borrower may prepay ' unearned interest computed on the Loan outstanding principal balance of this Note so prepaid and any other amounts then due and payable under (ii) unearned interest computed on the outstanding principal balance of this Agreement and other Loan Documents in whole but not in part, without Prepayment Fee. The Prepayment Fee shall be due and payable upon any acceleration or prepayment of Note so prepaid for the Loan, whether voluntary, involuntary, as a result of, or otherwise in connection with, a Creditors’ Rights Law proceeding or upon occurrence of an Event of Defaultperiod from, and Lender shall not be obligated to accept any including, the date of prepayment unless it is accompanied by all accrued interest due under through the Loan Documents and all other Obligations of Borrower due under the Loan Documents, together with an amount equal to the applicable Preferred Prepayment Fee. Such amounts may be applied by Lender in such order and priority as Lender shall determine. The parties hereto acknowledge and agree that the damages that Xxxxxx would suffer as a result of the Loan being prepaid are difficult or impossible to ascertain and, therefore, agree that the aforesaid Prepayment Fee is a reasonable approximation of such damages and does not constitute a penalty. Xxxxxx is not obligated hereunder or under any of the other Loan Documents to re-advance to Borrower any sums prepaid by Xxxxxxxx, whether prepaid voluntarily or involuntarily. If for any reason Borrower prepays the Loan on a date other than a Payment Date, Borrower shall also pay to Lender, in addition to any other amounts required under this Section 2.3(d), all interest which would have accrued on the prepayment amount from the Prepayment Date until (but not including) the next succeeding Payment Date.

Prepayment. Except (a) In the event either (A) the Issuer consummates any sale occurring after the date hereof of limited liability company member interests, or any other equity interests convertible into limited liability company member interests, of the Issuer for cash or (B) the Issuer receives after the date hereof a cash capital contribution (but excluding any equity contributions by Issuer’s subsidiaries to the Issuer), which in each case under clause (A) or (B) above results in the receipt by the Issuer of at least $20,000,000 in Net Cash Proceeds (as otherwise expressly stated in Articles 2 and 3 hereofdefined below) (a “Qualified Equity Contribution”), upon not less than thirty the Issuer shall give the Payee a written notice of any Qualified Equity Contribution within ten (3010) days prior Business Days after its closing. The Payee shall have ten (10) Business Days from the date it receives the Issuer’s written notice to Lenderdecide, Borrower may prepay by written notice to the Loan and any other amounts then due and payable Issuer, whether or not to require a mandatory prepayment under this Agreement and other Loan Documents Note as set forth in whole but this Section 1. In the event the Payee fails to notify the Issuer within such ten (10) Business Day period, the Payee shall be deemed to have elected not in partto require a mandatory prepayment under this Note. In the event the Payee has elected by written notice to the Issuer within such ten (10) Business Day period to require a mandatory prepayment under this Note, upon payment of the Issuer shall make a prepayment fee in an amount (which may not be a negative number) (the “Required Prepayment FeeAmount”) equal to, as applicable, to (i) for any Prepayment Date occurring prior to 50% of the Seventh (7th) Loan Year, the Yield Maintenance Amount, then outstanding principal amount under this Note minus (ii) for any Prepayment Date occurring on or after the date set forth in clause (i) above, but prior to the eighth (8th) Loan Year, two percent (2.0%) of the amount of Principal Balance being the principal previously prepaid on by the Issuer pursuant to Section 1(b); provided that such Prepayment Date; and (iii) for any Prepayment Date occurring on or after the date set forth in deduction under this clause (ii) above, of the previously prepaid principal shall be permitted only one time for each principal amount so prepaid by the Issuer pursuant to Section 1(b). The Issuer shall make such prepayment within ten (10) Business Days after the Issuer receives a written notice from the Payee of its election to require a mandatory prepayment as set forth in this Section 1(a). Any prepayment under this Note by the Issuer in accordance with this Section 1 shall be without premium or penalty but prior with accrued and unpaid interest to the ninth (9th) Loan Year, one percent (1.0%) date of prepayment on the then outstanding amount of principal; provide that the aggregate amount of prepayment of principal together with the amount of Principal Balance being prepaid accrued and unpaid interest on such Prepayment Date. Thereafter, upon not less than thirty (30) days’ prior notice to Lender, Borrower may prepay the Loan and any other amounts then due and payable under this Agreement and other Loan Documents in whole but not in part, without Prepayment Fee. The Prepayment Fee shall be due and payable upon any acceleration or prepayment outstanding amount of the Loan, whether voluntary, involuntary, as a result of, or otherwise in connection with, a Creditors’ Rights Law proceeding or upon occurrence of an Event of Default, and Lender principal shall not be obligated to accept any prepayment unless it is accompanied by all accrued interest due under exceed the Loan Documents and all other Obligations of Borrower due under the Loan Documents, together with an amount equal to the applicable Required Prepayment FeeAmount. Such amounts may be applied by Lender in such order and priority as Lender shall determine. The parties hereto acknowledge and agree that the damages that Xxxxxx would suffer as a result of the Loan being prepaid are difficult or impossible to ascertain and, therefore, agree that the aforesaid Prepayment Fee is a reasonable approximation of such damages and does not constitute a penalty. Xxxxxx is not obligated hereunder or under any of the other Loan Documents to re-advance to Borrower any sums prepaid by Xxxxxxxx, whether prepaid voluntarily or involuntarily. If for any reason Borrower prepays the Loan on a date other than a Payment Date, Borrower shall also pay to Lender, in addition to any other amounts required under this Section 2.3(d), all interest which would have accrued on the prepayment amount from the Prepayment Date until (but not including) the next succeeding Payment Date.“

Prepayment. Except as otherwise expressly stated in Articles 2 and 3 hereofThe Borrower may, at its option, upon not less than thirty (30) days prior notice to the Lender, Borrower may as provided in this Section 2.6, prepay the Notes at any time, as a whole or in part at the principal amount so to be prepaid, together with accrued interest thereon to the date fixed for such prepayment together with the premium, if any, relating to such prepayment provided for below. Subject to the terms of this Section 2.6, Borrower may, at its option, voluntarily prepay all or any part of Loan and A at any other amounts then due and payable under time, or from time to time, without premium or penalty. Subject to the terms of this Agreement and other Section 2.6, Borrower may, at its option, voluntarily prepay Loan Documents B in whole but not at any time, or in part, part in increments of One Hundred Thousand and 00/100 Dollars ($100,000.00) from time to time upon payment of all accrued interest on the amount so prepaid plus a prepayment fee premium of Ten Percent (10%) of the “Prepayment Fee”) equal toprincipal amount so prepaid; provided, as applicablehowever, no premium shall be payable if the Lender requires and the Lender shall have the right to require such prepayment from the proceeds of (i) the refinancing of Loan A for any Prepayment Date occurring prior to an amount in excess of the Seventh (7th) Loan Year, principal balance thereof at the Yield Maintenance Amounttime of such prepayment, (ii) the sale of any of the Assets to be Sold, (iii) any sale of or payment from the Life Insurance, (iv) any payment on the Meritage Note, (v) the sale of the Depot Building, or (vi) any tax refund received by Borrower for 1995. Proceeds from the sale of any Prepayment Date occurring of the Assets to be Sold shall, at the option of the Lender, be applied to prepay all or a portion of the amounts due under Loan B without premium or penalty. If the Lender requires the Borrower to use such proceeds to prepay Loan B, the balance of the proceeds, if any, may be used, at the option of the Lender to prepay all or a portion of Loan A or to make Capital Expenditures. If the Lender elects not to require the Borrower to use such proceeds to prepay Loan B, such proceeds may be used, at the option of the Borrower, to prepay all or a portion of Loan A or to make Capital Expenditures on the Hotel Properties. If the Borrower or after the date set forth Lender shall receive or be entitled to receive any payments on the Life Insurance or the Meritage Note, such payments shall, at the option of the Lender, be applied to prepay all or a portion of the amounts due under Loan B without premium or penalty. If the Lender requires the Borrower to use such proceeds to prepay Loan B, the balance of such proceeds, if any, may be used, at the option of the Lender, to prepay all or a portion of Loan A or to make Capital Expenditures. If the Lender elects not to require the Borrower to use such proceeds to prepay Loan B, such proceeds may be used, at the option of the Borrower, to prepay all or a portion of Loan A, to make Capital Expenditures on the Hotel Properties or for working capital purposes. If the Borrower receives or is entitled to receive any cash compensation for the sale of the Depot Building, or any form of tax refund for 1995, such payments shall be applied to prepay all or a portion of the amounts due under Loan B without premium or penalty. Notwithstanding any other provision of this Agreement or any of the other Loan Documents, in clause (i) abovethe event of any prepayment because of foreclosure of the Mortgages or other judicial sale of the Collateral, but prior to there shall be due and payable a prepayment premium in the eighth (8th) Loan Year, two amount of ten percent (2.010%) of the amount of Principal Balance being prepaid on such Prepayment Date; and (iii) for any Prepayment Date occurring on or after the date set forth in clause (ii) above, but prior to the ninth (9th) Loan Year, one percent (1.0%) of the amount of Principal Balance being prepaid on such Prepayment Dateprepaid. Thereafter, upon not less than thirty (30) days’ prior notice to Lender, Borrower may prepay the Loan and Notwithstanding any other amounts then due and payable under provision of this Agreement and other Loan Documents in whole but not in part, without Prepayment Fee. The Prepayment Fee shall be due and payable upon any acceleration or prepayment of the Loan, whether voluntary, involuntary, as a result of, or otherwise in connection with, a Creditors’ Rights Law proceeding or upon occurrence of an Event of Default, and Lender shall not be obligated to accept any prepayment unless it is accompanied by all accrued interest due under the Loan Documents and all other Obligations of Borrower due under the Loan Documents, together with an amount equal to the applicable Prepayment Fee. Such amounts may be applied by Lender in such order and priority as Lender shall determine. The parties hereto acknowledge and agree that the damages that Xxxxxx would suffer as a result of the Loan being prepaid are difficult or impossible to ascertain and, therefore, agree that the aforesaid Prepayment Fee is a reasonable approximation of such damages and does not constitute a penalty. Xxxxxx is not obligated hereunder or under any of the other Loan Documents Documents, the Lender shall not be required to re-advance release or subordinate any of the second mortgages on the Hotel Properties unless the Lender is satisfied in its sole and absolute discretion that it otherwise has sufficient collateral for Loan B. The Borrower shall give written notice to Borrower the Lender of any sums prepaid by Xxxxxxxxintended prepayment under either of the Notes not less than Thirty (30) days before the date fixed for prepayment, whether prepaid voluntarily or involuntarilyspecifying the date fixed for such prepayment, the principal amount of the Note to be prepaid, and the premium, if any, and accrued interest applicable to such prepayment. Upon the giving of such notice, the unpaid principal amount of the Note to be prepaid, together with the premium, if any, and accrued interest thereon, shall become due and payable on the date fixed for such prepayment. If for any reason after giving notice to the Lender, Borrower prepays fails to make the Loan on a date other than a Payment Dateprepayment of which it gives notice to the Lender, Borrower shall also pay an administrative fee equal to Lender, in addition to any other amounts required under this Section 2.3(d), all interest which would have accrued on the greater of One Percent (1%) of the intended prepayment or the amount of the prepayment amount from premium payable with respect to such prepayment within Three (3) days after the Prepayment Date until (but date fixed for such prepayment, which payment shall reinstate the Loan which was to have been prepaid in accordance with the terms and provisions of the applicable Note and this Agreement and shall not including) constitute a Default or Event of Default hereunder. Any amounts prepaid with respect to Loan A or Loan B shall be applied to the next succeeding Payment Datepayments due under such Loans in the inverse order of maturity.

Prepayment. Except (a) Limitation on Prepayment; Prepayment Consideration Due on Acceleration. Borrower shall have no right to prepay the Loan in whole or part at any time, except as otherwise expressly stated set forth in Articles 2 this Section 2.6(a). Commencing on and 3 hereof, upon not less than thirty (30) days prior notice to Lenderat any time after the First Open Prepayment Date, Borrower may prepay the Loan and any other amounts then due and payable under this Agreement and other Loan Documents in whole whole, but not in part, upon without payment of a prepayment fee (the “Prepayment Fee”) equal toConsideration, as applicable, provided that (i) for any Prepayment Date occurring prior Borrower shall provide to the Seventh (7th) Loan Year, the Yield Maintenance Amount, (ii) for any Prepayment Date occurring on or after the date set forth in clause (i) above, but prior to the eighth (8th) Loan Year, two percent (2.0%) of the amount of Principal Balance being prepaid on such Prepayment Date; and (iii) for any Prepayment Date occurring on or after the date set forth in clause (ii) above, but prior to the ninth (9th) Loan Year, one percent (1.0%) of the amount of Principal Balance being prepaid on such Prepayment Date. Thereafter, upon Lender not less than thirty (30) days’ ' prior written notice to Lenderof such prepayment, (ii) together with such prepayment Borrower may prepay the Loan and any other amounts then due and payable under this Agreement and other Loan Documents in whole but not in part, without Prepayment Fee. The Prepayment Fee also shall be due and payable upon any acceleration or prepayment of the Loan, whether voluntary, involuntary, as a result of, or otherwise in connection with, a Creditors’ Rights Law proceeding or upon occurrence of an Event of Default, and Lender shall not be obligated to accept any prepayment unless it is accompanied by pay all accrued and unpaid interest due under the Loan Documents and all other Obligations of Borrower due under the Loan Documents, together with an amount equal to the applicable Prepayment Fee. Such amounts may be applied by Lender in and (iii) if such order and priority as Lender shall determine. The parties hereto acknowledge and agree that the damages that Xxxxxx would suffer as a result of the Loan being prepaid are difficult or impossible to ascertain and, therefore, agree that the aforesaid Prepayment Fee is a reasonable approximation of such damages and does not constitute a penalty. Xxxxxx is not obligated hereunder or under prepayment occurs on any of the other Loan Documents to re-advance to Borrower any sums prepaid by Xxxxxxxx, whether prepaid voluntarily or involuntarily. If for any reason Borrower prepays the Loan on a date day other than a Payment Date, then together therewith Borrower also shall also pay to Lender, in addition to any other amounts required under this Section 2.3(d), all Lender the amount of interest which that would have accrued on the amount being prepaid from and including the date of such prepayment amount to (but excluding) the Payment Date following such date of prepayment. Borrower shall not be required to pay any Prepayment Consideration with respect to an application of insurance proceeds or condemnation awards by Lender pursuant to this Agreement or the Mortgage in the absence of an Event of Default. In addition, in the event the Lender elects to apply insurance proceeds or condemnation proceeds to the payment of the Indebtedness pursuant to this Agreement, then, so long as an Event of Default has not occurred and is not continuing, the Borrower may prepay the Loan in part and simultaneously obtain a release of the affected Mortgaged Property and all Collateral related thereto from the Prepayment Date until Lien of the Mortgage and the Loan Documents, provided that on the date of the release, (but not includingi) the next succeeding Payment DateBorrower prepays the Principal Indebtedness in an amount equal to 125% of the KC Allocated Loan Amount (in the case of a Release of the Mortgaged Property owned by the KC Borrower) or 125% of the TC Allocated Loan Amount (in the case of a Release of the Mortgaged Property owned by the TC Borrower) TC Borrower and (ii) the Borrower makes the payments provided for in clauses (i) and (ii) of the second preceding sentence.

Prepayment. Except as otherwise expressly stated (a) The principal balance of this Note may not be prepaid in Articles 2 and 3 hereofwhole or in part prior to the sixth Loan Year. During the sixth Loan Year or any time thereafter, provided no Event of Default exists, the principal balance of this Note may be prepaid in whole, or in part, upon but not less than thirty (30) days and not more than forty (40) days prior written notice to Lender, Borrower may prepay Lender specifying the Loan date on which prepayment is to be made (the "Prepayment Date") and any other amounts then due and payable under this Agreement and other Loan Documents in whole but not in part, upon payment of a prepayment fee (the “Prepayment Fee”) equal to, as applicable, (i) for any accrued interest to and including the Prepayment Date occurring prior to the Seventh (7th) Loan Year, the Yield Maintenance Amount, (ii) for any Prepayment Date occurring on or after the date set forth in clause (i) above, but prior to the eighth (8th) Loan Year, two percent (2.0%) of the amount of Principal Balance being prepaid on such Prepayment Date; and (iii) for any Prepayment Date occurring on or after the date set forth in clause (ii) above, but prior to the ninth (9th) Loan Year, one percent (1.0%) of the amount of Principal Balance being prepaid on such Prepayment Date. Thereafter, upon not less than thirty (30) days’ prior notice to Lender, Borrower may prepay the Loan and any other amounts then due and payable under this Agreement and other Loan Documents in whole but not in part, without Prepayment Fee. The Prepayment Fee shall be due and payable upon any acceleration or prepayment of the Loan, whether voluntary, involuntary, as a result of, or otherwise in connection with, a Creditors’ Rights Law proceeding or upon occurrence of an Event of Default, and Lender shall not be obligated to accept any prepayment unless it is accompanied by all accrued interest due under the Loan Documents and all other Obligations of Borrower due under the Loan Documents, together with an amount equal to the applicable Prepayment Fee. Such amounts may be applied by Lender in such order and priority as Lender shall determine. The parties hereto acknowledge and agree that the damages that Xxxxxx would suffer as a result payment of the Loan being prepaid are difficult or impossible to ascertain and, therefore, agree that the aforesaid Prepayment Fee is a reasonable approximation of such damages and does not constitute a penalty. Xxxxxx is not obligated hereunder or under any of the other Loan Documents to re-advance to Borrower any sums prepaid by Xxxxxxxx, whether prepaid voluntarily or involuntarily. If for any reason Borrower prepays the Loan on a date other than a Payment Date, Borrower shall also pay to Lender, in addition to any other amounts required under this Section 2.3(d), all interest which would have accrued on the prepayment amount from principal balance of this Note to and including the first day of the calendar month immediately following the Prepayment Date until Date, if such prepayment occurs on a date which is not the first day of a month (but not includingthe "Shortfall Interest Payment"), (ii) (A) in the event of a partial prepayment, all other sums then due under this Note, the Security Instrument and the Other Security Documents, and (B) in the event of a prepayment in whole, all other sums due under this Note, the Security Instrument and the Other Security Documents, and (iii) the next succeeding Payment DatePrepayment Consideration (defined below). Notwithstanding the foregoing, Borrower shall have the additional privilege to prepay the entire principal balance of this Note during the sixty (60) calendar days immediately preceding the Maturity Date without any fee or consideration for such privilege provided (i) no Event of Default exists, (ii) written notice of such prepayment is given by Borrower to Lender in the manner set forth above and (iii) Borrower shall be required to make the Shortfall Interest Payment, if applicable.

Prepayment. Except as otherwise expressly stated provided below, Maker may not prepay the loan evidenced by this Note (the "Folsom Loan") in Articles 2 whole or in part. On or after the end of the third (3rd) Loan Year (as hereinafter defined), on any scheduled payment date and 3 hereof, upon subject to giving Payee not less than thirty (30) days nor more than ninety (90) days' prior written notice specifying the scheduled payment date on which prepayment is to Lenderbe made (the "Prepayment Date"), Borrower Maker may prepay the Loan entire principal amount together with any and any other amounts then due and payable under this Agreement all accrued interest and other sums due under the Loan Documents (as defined in whole but not in partthe Folsom Deed of Trust), upon and subject to payment of a prepayment fee (premium equal to 1.00% of the “Prepayment Fee”) equal to, as applicable, (i) for any Prepayment Date occurring principal balance of this Note immediately prior to such prepayment. The Folsom Loan will be open to prepayment without premium on any scheduled payment date during the Seventh last ninety (7th90) Loan Yeardays of the term of the Folsom Loan. If any notice of prepayment is given, the Yield Maintenance Amount, (ii) for any Prepayment Date occurring on or after the date set forth in clause (i) above, but prior to the eighth (8th) Loan Year, two percent (2.0%) principal balance of the amount of Principal Balance being prepaid on such Prepayment Date; and (iii) for any Prepayment Date occurring on or after the date set forth in clause (ii) above, but prior to the ninth (9th) Loan Year, one percent (1.0%) of the amount of Principal Balance being prepaid on such Prepayment Date. Thereafter, upon not less than thirty (30) days’ prior notice to Lender, Borrower may prepay the Folsom Loan and any the other amounts then due and payable under sums required pursuant to this Agreement and other Loan Documents in whole but not in part, without Prepayment Fee. The Prepayment Fee Section 2 shall be due and payable upon any acceleration or prepayment of on the LoanPrepayment Date, whether voluntary, involuntary, as a result of, or otherwise in connection with, a Creditors’ Rights Law proceeding or upon occurrence of an Event of Default, and Lender shall not be obligated unless Maker provides written notice to accept any prepayment unless Payee that it is accompanied by all accrued interest due under revoking said prepayment notice no later than five (5) business days prior to the Loan Documents and all other Obligations of Borrower due Prepayment Date. Provided no default exists under the Loan Documents, together the above premium shall not be applicable to a prepayment resulting from Payee's election to require insurance loss proceeds or condemnation axxxxx to be applied to a payment of principal. No partial prepayment shall be allowed. The Loan Year is defined as any twelve month period commencing with an amount equal the date on which the first monthly installment is due or any anniversary thereof. Maker hereby expressly (a) waives any right it may have under California Civil Code Section 2954.10 to prepay this Note in whole or in part, without premium, prior to the applicable Prepayment Fee. Such amounts may be applied by Lender in such order and priority as Lender shall determine. The parties hereto acknowledge and agree that the damages that Xxxxxx would suffer as a result end of the third (3rd) Loan being prepaid are difficult Year; and (b) agrees that if a prepayment of any or impossible all of this Note is made prior to ascertain and, therefore, agree that the aforesaid Prepayment Fee is a reasonable approximation of such damages and does not constitute a penalty. Xxxxxx is not obligated hereunder or under any end of the other third (3rd) Loan Documents Year, Maker shall be obligated to re-advance to Borrower any sums prepaid by Xxxxxxxxpay, whether prepaid voluntarily or involuntarily. If for any reason Borrower prepays the Loan on a date other than a Payment Dateconcurrently therewith, Borrower shall also pay to Lender, in addition to any other amounts required under this Section 2.3(d), all interest which would have accrued on the prepayment amount from amount, if any, that would be required hereunder. By initialing this provision in the Prepayment Date until (but not including) space provided below, Maker hereby declares that Payee's agreement to make the next succeeding Payment Datesubject loan at the interest rate and fxx xxe term set forth herein constitutes adequate consideration, given individual weight by the undersigned, for this waiver and agreement.

Prepayment. Except as otherwise expressly stated in Articles 2 Other than the quarterly amortization payments made pursuant to Section 2.1, (i) following 6 months of the Amendment Effective Date, Borrower may only prepay the Tranche 1 Term Loan and 3 hereofthe Incremental Term Loan, upon not less than thirty and (30ii) days prior notice to Lenderfollowing 12 months of the Amendment Effective Date, Borrower may prepay the Amendment Effective Date Term Loan, Second Installment Loan and any other amounts then due and payable under Third Installment Loan, in each case, in accordance with this Agreement and other Loan Documents in whole but not in partSection 2.4. At its option, upon payment at least five (5) Business Days written notice to Agent (“Prepayment Notice”), Borrower may prepay an amount of not less than Dollar Equivalent of $1,000,000 or all of the then outstanding principal balance of any of the Term Loans and all accrued and unpaid interest thereon, together with a prepayment fee (the “Prepayment Fee”) charge equal to, as applicable, (i) for any Prepayment Date occurring prior to the Seventh (7th) Loan Year, the Yield Maintenance Amount, (ii) for any Prepayment Date occurring on or after the date set forth in clause (i) above, but prior to the eighth (8th) Loan Year, two percent (2.0%) of the amount of Principal Balance being prepaid on such Prepayment Date; and (iii) for any Prepayment Date occurring on or after the date set forth in clause (ii) above, but prior to the ninth (9th) Loan Year, one percent (1.0%) of the principal amount of Principal Balance being prepaid on (each, a “Prepayment Charge”). Borrower agrees that the Prepayment Charge is a reasonable calculation of Lender’s lost profits in view of the difficulties and impracticality of determining actual damages resulting from an early repayment of the Term Loan or a portion thereof as aforesaid. Any such early repayments shall be applied pro rata to the required remaining amortization payments of the applicable Term Loan in direct order of maturity. In a case where a Lender has submitted a Conversion Notice to Borrower within the five (5) Business Day period following receipt of the Prepayment Date. ThereafterNotice, upon not less than thirty (30) days’ no prepayment shall be allowed prior notice to Lender, Borrower may prepay conversion as requested in such Conversion Notice and the Loan and any other amounts then due and payable under this Agreement and other Loan Documents in whole but not in part, without Prepayment FeeConversion Notice shall prevail. The Prepayment Fee Notice shall apply to any outstanding Term Loan amount remaining, if any, after conversion as specified in the Conversion Notice. In addition, Borrower’s ability to prepay the Term Loan shall be due and payable upon any acceleration suspended during the period commencing on the earlier of: (i) entry into a letter of intent, memorandum of understanding or prepayment similar agreement for a proposed Change in Control of the LoanProQR Therapeutics N.V. or ProQR Therapeutics Holding B.V., whether voluntary, involuntary, as (ii) receipt of a result ofwritten bona fide offer from for a proposed Change in Control of ProQR Therapeutics N.V. or ProQR Therapeutics Holding B.V., or (iii) when Borrower otherwise engages in connection withsubstantive negotiations in furtherance of a proposed Change in Control of ProQR Therapeutic N.V. or ProQR Therapeutics Holding B.V., a Creditors’ Rights Law proceeding or upon occurrence which, in the case of an Event clause (iii), to the extent that such substantive negotiations would constitute material non-public information for purposes of DefaultU.S. federal securities laws, and Lender shall not be obligated to accept any prepayment unless it is accompanied by all accrued interest due under ending on the Loan Documents and all other Obligations of Borrower due under the Loan Documentstermination, together with an amount equal to the applicable Prepayment Fee. Such amounts may be applied by Lender in such order and priority rejection or expiration (as Lender shall determine. The parties hereto acknowledge and agree that the damages that Xxxxxx would suffer as a result of the Loan being prepaid are difficult or impossible to ascertain and, therefore, agree that the aforesaid Prepayment Fee is a reasonable approximation applicable) of such damages and does not constitute a penalty. Xxxxxx is not obligated hereunder agreement, written offer or under any of the other Loan Documents to re-advance to Borrower any sums prepaid by Xxxxxxxx, whether prepaid voluntarily or involuntarily. If for any reason Borrower prepays the Loan on a date other than a Payment Date, Borrower shall also pay to Lender, in addition to any other amounts required under this Section 2.3(d), all interest which would have accrued on the prepayment amount from the Prepayment Date until (but not including) the next succeeding Payment Datesuch substantive negotiations.

Prepayment. Except as otherwise expressly stated The principal sum of this Note shall not be prepayable at any time, in Articles 2 whole or in part, prior to the period commencing six (6) months prior to the Maturity Date (the "Permitted Prepayment Period"). Provided no Event of Default exists from and 3 hereofafter the commencement of the Permitted Prepayment Period, upon the entire outstanding principal sum of this Note may be prepaid in whole, but not in part, on any Scheduled Payment Date upon: (i) not less than thirty (30) days and not more than forty-five (45) days prior written notice to Lender, Borrower may prepay the Loan and any other amounts then due and payable under this Agreement and other Loan Documents in whole but not in part, upon payment of a prepayment fee (the “"Prepayment Fee”Notice") equal to, as applicable, to Lender specifying the Scheduled Payment Date on which prepayment is to be made (i) for any the "Prepayment Date occurring prior to the Seventh (7th) Loan Year, the Yield Maintenance Amount, Date"); (ii) for any Prepayment Date occurring payment of all accrued and unpaid interest on or after the date set forth in clause (i) above, but prior outstanding principal balance of this Note to and including the eighth (8th) Loan Year, two percent (2.0%) of the amount of Principal Balance being prepaid on such Prepayment Date; and (iii) for any payment of all other sums then due under this Note, the Security Instruments and the Other Security Documents including, without limitation, payment in full of all principal, interest and all other sums due under the Related Note (defined below). If a Prepayment Date occurring on or after Notice is given by Borrower to Lender pursuant to this Article, the date set forth in clause (ii) above, but prior to the ninth (9th) Loan Year, one percent (1.0%) principal balance of this Note and each of the amount of Principal Balance being prepaid on such Prepayment Date. Thereafter, upon not less than thirty (30) days’ prior notice to Lender, Borrower may prepay Related Notes and the Loan and any other amounts then due and payable sums required under this Agreement and other Loan Documents in whole but not in part, without Prepayment Fee. The Prepayment Fee Article shall be due and payable upon any acceleration or prepayment of on the Loan, whether voluntary, involuntary, as a result of, or otherwise in connection with, a Creditors’ Rights Law proceeding or upon occurrence of an Event of Default, and Prepayment Date. Lender shall not be obligated to accept any prepayment of the principal balance of this Note unless it is (i) made during the Permitted Prepayment Period, (ii) made in accordance with the terms of this Article, (iii) accompanied by all accrued interest sums due in connection therewith and with all sums due under the Loan Documents Related Notes, and all other Obligations of Borrower due under the Loan Documents, together with an amount equal (iv) made on a Scheduled Payment Date. Notwithstanding anything contained herein to the applicable contrary, provided no Event of Default exists, no Prepayment Fee. Such amounts may Consideration (defined below) shall be applied by Lender due in such order and priority as Lender shall determine. The parties hereto acknowledge and agree that connection with a complete or partial prepayment resulting from the damages that Xxxxxx would suffer as a result application of insurance proceeds or condemnation awards pursuant to Section 4.4 of the Loan being prepaid are difficult or impossible to ascertain and, therefore, agree that the aforesaid Prepayment Fee is a reasonable approximation of such damages and does not constitute a penalty. Xxxxxx is not obligated hereunder or under any of the other Loan Documents to re-advance to Borrower any sums prepaid by Xxxxxxxx, whether prepaid voluntarily or involuntarilySecurity Instruments. If for any reason Borrower prepays the Loan on a date other than a Payment DateDefault Prepayment (defined herein) occurs, Borrower shall also pay to LenderLender the entire Debt, in addition to any other amounts required under this Section 2.3(d)including, all interest which would have accrued on the prepayment amount from without limitation, the Prepayment Date until (but not including) the next succeeding Payment DateConsideration.

Prepayment. Except as otherwise expressly stated Neither Fleetwood nor any of its Subsidiaries shall voluntarily prepay any Debt, except the Obligations in Articles 2 and 3 hereof, upon not less than thirty accordance with the terms of this Agreement; provided that (30a) days prior notice to Lender, Borrower any of Fleetwood or its Subsidiaries may prepay Debt incurred pursuant to Sections 7.13(g) through (l), inclusive, and Section 7.13(p); (b) Fleetwood and its Subsidiaries may prepay Debt, including, without limitation, Capital Leases, being refinanced pursuant to Section 7.13(f) hereof; (c) (i) so long as the Loan Flexibility Conditions are satisfied as of the date of and both before and immediately after giving effect to such prepayment, Fleetwood and its Subsidiaries may prepay (A) any Capital Leases, so long as the acquisition of any property in connection with the prepayment of such Capital Lease would not constitute a Restricted Investment and (B) any Debt incurred pursuant to Section 7.13 and (ii) so long as the Flexibility Conditions are satisfied as of the date of and both before and immediately after giving effect to such prepayment, Fleetwood and its Subsidiaries may prepay any Debt not otherwise permitted to be prepaid pursuant to this Section 7.14 in an aggregate amount not to exceed $1,000,000; (d) so long as the Flexibility Conditions are satisfied as of the date of and both before and immediately after giving effect to such prepayment, any Borrower make prepayments to Fleetwood of Debt incurred pursuant to Section 7.13(m), the proceeds of which were received 57 by such Borrower from Fleetwood; and (e) so long as no Default or Event of Default has occurred and is continuing on the date of the payment thereof and the Flexibility Conditions are satisfied, in each case both before and after giving effect to such payment or other amounts then due and payable under this Agreement and other Loan Documents in whole but not in partspecified action, upon payment of a prepayment fee (the “Prepayment Fee”) equal toFleetwood, or Fleetwood Trust, as applicable, (i) for any Prepayment Date occurring may, on or prior to May 9, 2007, either (I) call for redemption, prepay, repurchase or otherwise acquire in exchange for the Seventh (7th) Loan Yearissuance to the holders thereof of ordinary or common Capital Stock of Fleetwood and, in each case, cancel all or such portion of the 2003 Subordinated Debentures, the Yield Maintenance Amount1998 Subordinated Debentures or the Trust Securities so redeemed, prepaid, repurchased or otherwise acquired or (iiII) for any Prepayment Date occurring on pay a solicitation, conversion, or other inducement fee to induce the holders of the Trust Securities or the 2003 Subordinated Debentures, to convert the Trust Securities or the 2003 Subordinated Debentures, pursuant to the terms thereof; provided that the aggregate amount of such prepayment or repurchase from and after May 9, 2006 to May 9, 2007 does not exceed, in the date case of clauses (I) and (II) above combined, $50,000,000 and, in the case of clause (II) above, a sublimit of $20,000,000; provided further that contemporaneously therewith either (A) in the case of prepayments in respect of the 1998 Subordinated Debentures made pursuant to clause (I) above, Fleetwood Trust uses such proceeds to prepay or repurchase and cancel those Trust Securities having the same liquidation amount as the principal amount of such 1998 Subordinated Debentures underlying such Trust Securities or (B) in the case of clause (II) above, the holders of the Trust Securities or the 2003 Subordinated Debentures, together with Fleetwood Trust, otherwise comply with the requirements upon conversion set forth in clause (i) abovethe 1998 Subordinated Debentures and the Trust Securities, but prior to or the eighth (8th) Loan Year2003 Subordinated Debentures, two percent (2.0%) as applicable; and provided still further that the per-security amount of any redemption, prepayment or repurchase of the amount of Principal Balance being prepaid on such Prepayment Date; and (iii) for any Prepayment Date occurring on 2003 Subordinated Debentures, the 1998 Subordinated Debentures or after the date set forth in clause (ii) above, but prior to the ninth (9th) Loan Year, one percent (1.0%) Trust Securities shall not exceed 95.0% of the amount of Principal Balance being prepaid on such Prepayment Date. Thereafter, upon not less than thirty (30) days’ prior notice to Lender, Borrower may prepay the Loan and any other amounts then due and payable under this Agreement and other Loan Documents in whole but not in part, without Prepayment Fee. The Prepayment Fee shall be due and payable upon any acceleration or prepayment par value of the Loansecurity being so redeemed, whether voluntary, involuntary, as a result of, prepaid or otherwise in connection with, a Creditors’ Rights Law proceeding or upon occurrence of an Event of Default, and Lender shall not be obligated to accept any prepayment unless it is accompanied by all accrued interest due under the Loan Documents and all other Obligations of Borrower due under the Loan Documents, together with an amount equal to the applicable Prepayment Fee. Such amounts may be applied by Lender in such order and priority as Lender shall determine. The parties hereto acknowledge and agree that the damages that Xxxxxx would suffer as a result of the Loan being prepaid are difficult or impossible to ascertain and, therefore, agree that the aforesaid Prepayment Fee is a reasonable approximation of such damages and does not constitute a penalty. Xxxxxx is not obligated hereunder or under any of the other Loan Documents to re-advance to Borrower any sums prepaid by Xxxxxxxx, whether prepaid voluntarily or involuntarily. If for any reason Borrower prepays the Loan on a date other than a Payment Date, Borrower shall also pay to Lender, in addition to any other amounts required under this Section 2.3(d), all interest which would have accrued on the prepayment amount from the Prepayment Date until (but not including) the next succeeding Payment Daterepurchased.

Prepayment. Except as otherwise expressly stated At any time after the Original Issuance Date and provided that no Event of Default has occurred, but subject in Articles 2 and 3 hereofall cases to the terms of the Purchase Agreement, the Maker may prepay, for one-time only, fifty (50%) percent of the outstanding Principal Amount upon not less than thirty at least ten (3010) days prior Trading Days’ written notice to Lender, Borrower may prepay the Loan and any other amounts then due and payable under this Agreement and other Loan Documents in whole but not in part, upon payment of a prepayment fee (the “Prepayment FeeNotice Period”) of the Holder (the “Prepayment Notice”) by paying an amount equal to, as applicable, to 110% of the Principal Amount then being prepaid (representing a 10% prepayment premium payable to the Holder which shall not constitute a principal prepayment); provided that (i) for any Prepayment Date occurring prior to the Seventh (7th) Loan Year, the Yield Maintenance AmountEquity Conditions are then met, (ii) for any Prepayment Date occurring the closing price of the Common Shares on or after the date set forth in clause (i) above, but Trading Day prior to the eighth (8th) Loan Year, two percent (2.0%) date of the amount of Principal Balance being prepaid on such Prepayment Date; Notice is below the Conversion Price, and (iii) for a Resale Registration Statement registering all of the Conversion Shares issuable under this Note and the Warrant Shares issuable under the First Tranche Warrants shall have been declared effective. If the Maker elects to prepay this Note pursuant to the provisions of this Section 1.4, the Holder shall have the right, upon written notice to the Maker (a “Prepayment Conversion Notice”) provided to the Maker at any time beginning on the Holder’s receipt of the Prepayment Date occurring on or after Notice through and until prepayment is made hereunder, to convert up to all of the date Principal at the Conversion Price (as defined below), in accordance with the provisions of Article 3, specifying the Principal Amount that the Holder will convert. Upon delivery of a Prepayment Notice, the Maker irrevocably and unconditionally agrees to, within fifteen (15) Trading Days of delivery of a Prepayment Notice: (i) prepay the outstanding Principal Amount minus the Principal Amount set forth in clause the Prepayment Conversion Notice and (ii) above, but prior issue the applicable Conversion Shares to the ninth (9th) Loan YearHolder in accordance with Article 3. The foregoing notwithstanding, one percent (1.0%) the Maker may not deliver a Prepayment Notice with respect to any outstanding Principal Amount that is subject to a Conversion Notice delivered by the Holder in accordance with Article 3. Notwithstanding anything to the contrary contained herein, any prepayments made under this Note, including the provisions of this Section 1.4, shall be subject in all cases to the terms of the amount of Principal Balance being prepaid on such Prepayment DatePurchase Agreement. Thereafter, upon not less than thirty (30) days’ prior notice to Lender, Borrower may prepay the Loan and If any other amounts then due and payable under this Agreement and other Loan Documents in whole but not in part, without Prepayment Fee. The Prepayment Fee shall be due and payable upon any acceleration or prepayment of the Loan, whether voluntary, involuntary, as a result of, Equity Conditions shall cease to be satisfied at any time during the Prepayment Notice Period or otherwise in connection with, a Creditors’ Rights Law proceeding or upon occurrence of if an Event of DefaultDefault occurs, and Lender shall then the Holder may elect to nullify the Prepayment Notice by notice to the Company within three (3) Trading Days after the first day on which any such Equity Condition has not be been met or Event of Default has occurred (provided that if, by a provision of the Transaction Documents, the Company is obligated to accept any prepayment unless it is accompanied by all accrued interest due under notify the Loan Documents and all other Obligations Holder of Borrower due under the Loan Documentsnonexistence of an Equity Condition, together with an amount equal such notice period shall be extended to the applicable third Trading Day after proper notice from the Company) in which case the Prepayment Fee. Such amounts may Notice shall be applied by Lender in such order null and priority as Lender shall determinevoid, ab initio. The parties hereto acknowledge Company covenants and agree agrees that it will honor all Conversion Notices tendered from the damages that Xxxxxx would suffer as a result time of delivery of the Loan being prepaid Prepayment Notice through the date all amounts owing thereon are difficult or impossible due and paid in full. Subject to ascertain andthe terms and conditions hereof, therefore, agree that the aforesaid Prepayment Fee is a reasonable approximation of such damages and does not constitute a penalty. Xxxxxx is not obligated hereunder or under any of the other Loan Documents to re-advance to Borrower any sums prepaid by Xxxxxxxx, whether prepaid voluntarily or involuntarily. If for any reason Borrower prepays the Loan on a date other than a Payment Date, Borrower shall also pay to Lender, in addition to any other amounts required prepayment under this Section 2.3(d)1.4 shall be made in cash, all interest which would provided that if the Equity Conditions shall have accrued on been met and no Event of Default has occurred and is continuing without cure, such prepayment may instead be made in Conversion Shares, upon mutal agreement of the prepayment amount from Company and the Maker, determined by dividing the Prepayment Date until Amount by the lower of (but not includingi) 90% of the next succeeding Payment DateMarket Price as of the Prepayment Conversion Notice, and (ii) Conversion Price then in effect, or a combination of Conversion Shares and cash, as the Maker and the Holder may mutually agree in writing.

Prepayment. Except (a) So long as otherwise expressly stated in Articles 2 no Event of Default (as defined herein) or Repurchase Event (as defined herein) or Repurchase Event (as defined herein) shall have occurred and 3 hereofbe continuing, upon the Borrower shall have the right, exercisable on not less than thirty (30) 20 days prior or more than 25 days written notice to Lenderthe Holder, Borrower may at any time to prepay the Loan and any other amounts then due and payable under this Agreement and other Loan Documents Note in whole but or in any part of not less than $500,000 principal amount (or such lesser principal amount as shall remain unpaid at the time of exercise of such right), in part, upon accordance with this Section 1.1 by payment of the amount herein provided. Any notice of prepayment shall be delivered to the Holder at its registered address appearing on the records of the Borrower and shall state (l) that the Borrower is exercising its right to prepay all or a prepayment fee (portion of the “Prepayment Fee”) equal to, as applicableprincipal amount of this Note, (i2) the principal amount to be prepaid, (3) the date of prepayment and (4) that this Note must be surrendered by the Holder at or before the time the Prepayment Amount (as defined herein) is paid. On the date fixed for any prepayment or on such later date as the Holder shall surrender this Note to the Company in connection with such prepayment, the Borrower shall make payment of the Prepayment Date occurring Amount by wire transfer of immediately available funds to or upon the order of the Holder as specified by the Holder in writing to the Borrower at least one business day prior to the Seventh (7th) Loan Yearprepayment date. If the Borrower exercises its right to prepay all or a portion of this Note, the Yield Maintenance Amount, (ii) for any Prepayment Date occurring on or after the date set forth in clause (i) above, but prior Borrower shall make payment to the eighth (8th) Loan Year, two percent (2.0%) Holder of the amount of Principal Balance being prepaid on such Prepayment Date; and (iii) for any Prepayment Date occurring on or after the date set forth in clause (ii) above, but prior to the ninth (9th) Loan Year, one percent (1.0%) of the amount of Principal Balance being prepaid on such Prepayment Date. Thereafter, upon not less than thirty (30) days’ prior notice to Lender, Borrower may prepay the Loan and any other amounts then due and payable under this Agreement and other Loan Documents in whole but not in part, without Prepayment Fee. The Prepayment Fee shall be due and payable upon any acceleration or prepayment of the Loan, whether voluntary, involuntary, as a result of, or otherwise in connection with, a Creditors’ Rights Law proceeding or upon occurrence of an Event of Default, and Lender shall not be obligated to accept any prepayment unless it is accompanied by all accrued interest due under the Loan Documents and all other Obligations of Borrower due under the Loan Documents, together with an amount equal to the applicable Prepayment Fee. Such amounts may sum of (1) the sum of (A) the principal amount of this Note to be applied prepaid PLUS (B) accrued and unpaid interest on such principal amount to the date of prepayment PLUS (C) accrued and unpaid Default Interest, if any, on the amount referred to in the immediately preceding clause (B) at the rate provided in this Note to the date of prepayment PLUS (2) an amount equal to the product obtained by Lender multiplying (a) the sum stated in such order and priority as Lender shall determine. The parties hereto acknowledge and agree that the damages that Xxxxxx would suffer immediately preceding clause (1) TIMES (b) the quotient (expressed as a result percentage) obtained by dividing (x) the amount determined by subtracting from 100 percent the Applicable Percentage in effect on the date of prepayment BY (y) the Loan Applicable Percentage in effect on such prepayment date (such sum being referred to as the "Prepayment Amount"). Upon the prepayment of less than the entire unpaid principal amount of this Note, a new Note containing the same date and provisions as this Note shall be issued by the Borrower to the Holder for the principal balance of this Note which shall not have been prepaid. If notice of prepayment has been given as above provided, unless converted into Common Stock pursuant to the terms hereof, the Prepayment Amount shall become due and payable in respect of this Note or the portion hereof to be prepaid are difficult or impossible to ascertain shall become due and payable on the prepayment date and, therefore, agree that unless the aforesaid Prepayment Fee is a reasonable approximation Borrower shall default in the payment of such damages amounts when due, interest on this Note or portion of this Note to be so prepaid shall cease to accrue and does not constitute a penalty. Xxxxxx is not obligated this Note or the portion hereof to be so prepaid shall cease after the close of business on the business day next preceding the date fixed for prepayment to be convertible into Common Stock and the Holder shall have no further right in respect of this Note or the portion hereof to be so prepaid except the right to receive the amount due hereunder or under any in respect of the other Loan Documents to re-advance to Borrower any sums prepaid by Xxxxxxxx, whether prepaid voluntarily or involuntarilysuch prepayment. If for the Company shall fail to make payment in full of any reason Borrower prepays Prepayment Amount as and when due in accordance herewith and the Loan on a date other than a Payment Date, Borrower shall also pay to LenderCompany's notice of prepayment, in addition to any other amounts required under rights or remedies, the Holder shall have the right to convert the unpaid portion of this Section 2.3(d), all interest which would have accrued on Note and any such conversions shall be taken into account in determining the prepayment remaining amount from to be paid by the Prepayment Date until (but not including) the next succeeding Payment DateCompany by reason of such prepayment.

Prepayment. Except as otherwise (a) Unless expressly stated otherwise in Articles 2 and 3 hereofany Note, upon not less than thirty (30) days prior notice to Lender, the Borrower may prepay the Loan and any other amounts then due and payable under this Agreement and other Loan Documents in whole but not in part, upon payment of a prepayment fee (the “Prepayment Fee”) equal to, as applicable, (i) for any Prepayment Date occurring prior to the Seventh (7th) Loan YearAgent, for the ratable benefit of the holders of an interest in any Loan, the Yield Maintenance Amount, (ii) for any Prepayment Date occurring on or after outstanding principal amount of such Loan pursuant to written notice given by the Borrower to the Agent not later than the fifth Business Day before the date of the proposed prepayment, such prepayments to be without premium or penalty except as set forth in clause the Loan Documents. All voluntary prepayments under this paragraph (ia) abovemust be made on a Payment Date. Each such notice shall specify the Loan to be prepaid, but prior to the eighth (8th) Loan Year, two percent (2.0%) of the amount of Principal Balance being prepaid the prepayment, and the Payment Date for the prepayment and shall be irrevocable and binding on such Prepayment Date; and (iii) for any Prepayment Date occurring on or after the date set forth Borrower. Prepayments of Loans shall be made in clause (ii) above, but prior to the ninth (9th) Loan Year, one percent (1.0%) of the a minimum amount of Principal Balance being prepaid on such Prepayment Date. Thereafter, upon not less than thirty (30) days’ prior notice to Lender, Borrower may prepay $1,000,000 or if the Loan and any other amounts then due and payable under this Agreement and other Loan Documents in whole but not in part, without Prepayment Fee. The Prepayment Fee shall be due and payable upon any acceleration or prepayment of would cause the Loan, whether voluntary, involuntary, as a result of, or otherwise in connection with, a Creditors’ Rights Law proceeding or upon occurrence of an Event of Default, and Lender shall not be obligated to accept any prepayment unless it is accompanied by all accrued interest due under the Loan Documents and all other Obligations of Borrower due under the Loan Documents, together with an outstanding principal amount equal to the applicable Prepayment Fee. Such amounts may be applied by Lender in such order and priority as Lender shall determine. The parties hereto acknowledge and agree that the damages that Xxxxxx would suffer as a result of the Loan being prepaid are difficult or impossible to ascertain andbe less than $5,000,000, therefore, agree that the aforesaid Prepayment Fee is a reasonable approximation prepayment must be in the entire outstanding principal amount of such damages and does not constitute a penaltyLoan. Xxxxxx is not obligated hereunder or under Upon receipt of any notice of prepayment, the Agent shall give prompt notice of the other intended prepayment to the Lenders holding an interest in such Loan. For each such notice given by the Borrower, the Borrower shall prepay the specified Loan Documents in the specified amount on the specified date as set forth in such notice. The Borrower shall have no right to re-advance prepay any principal amount of any Loan except as provided in the corresponding Notes or in this subsection 2.3(a). Each prepayment of principal on any Loan pursuant to Borrower this subsection 2.3(a) shall be accompanied by payment of all accrued but unpaid interest on the principal amount prepaid and any sums prepaid by Xxxxxxxx, whether prepaid voluntarily or involuntarilyamounts required to be paid pursuant to Section 2.9 as a result of such prepayment. If for any reason Borrower prepays All prepayments pursuant to this subsection 2.3(a) shall be applied to the required payments of principal on the Loan on a date other than a Payment Date, Borrower shall also pay to Lender, being prepaid in addition to any other amounts required under this Section 2.3(d), all interest which would have accrued on the prepayment amount from the Prepayment Date until (but not including) the next succeeding Payment Dateinverse order of maturity.

Prepayment. Except as otherwise expressly stated Notwithstanding anything to the contrary contained in Articles 2 this Note, at any time during the period beginning on the Issue Date and 3 hereof, upon not less than ending on the date which is thirty (30) days following the issue date, the Borrower shall have the right, exercisable on not less than three (3) Trading Days prior written notice to Lender, Borrower may the Holder of the Note to prepay the Loan outstanding Note (principal and any other amounts then due accrued interest), in full, in accordance with this Section 1.9. Any notice of prepayment hereunder (an “Optional Prepayment Notice”) shall be delivered to the Holder of the Note at its registered addresses and payable under this Agreement shall state: (1) that the Borrower is exercising its right to prepay the Note, and other Loan Documents in whole but (2) the date of prepayment which shall be not in part, upon payment more than three (3) Trading Days from the date of a the Optional Prepayment Notice. On the date fixed for prepayment fee (the “Optional Prepayment FeeDate”), the Borrower shall make payment of the Optional Prepayment Amount (as defined below) to or upon the order of the Holder as specified by the Holder in writing to the Borrower at least one (1) business day prior to the Optional Prepayment Date. If the Borrower exercises its right to prepay the Note, the Borrower shall make payment to the Holder of an amount in cash (the “Optional Prepayment Amount”) equal toto 115%, multiplied by the sum of: (w) the then outstanding principal amount of this Note plus (x) Default Interest, if any, on the amounts referred to in clauses (w) and (x) plus (y) any amounts owed to the Holder pursuant to Sections 1.3 and 1.4(g) hereof. If the Borrower delivers an Optional Prepayment Notice and fails to pay the Optional Prepayment Amount due to the Holder of the Note within two (2) business days following the Optional Prepayment Date, the Borrower shall forever forfeit its right to prepay the Note pursuant to this Section 1.9. Notwithstanding anything to the contrary contained in this Note, at any time during the period beginning on the date which is thirty-one (31) days following the issue date and ending on the date which is sixty (60) days following the issue date, the Borrower shall have the right, exercisable on not less than three (3) Trading Days prior written notice to the Holder of the Note to prepay the outstanding Note (principal and accrued interest), in full, in accordance with this Section 1.9. Any Optional Prepayment Notice shall be delivered to the Holder of the Note at its registered addresses and shall state: (1) that the Borrower is exercising its right to prepay the Note, and (2) the date of prepayment which shall be not more than three (3) Trading Days from the date of the Optional Prepayment Notice. On the Optional Prepayment Date, the Borrower shall make payment of the Second Optional Prepayment Amount (as applicable, defined below) to or upon the order of the Holder as specified by the Holder in writing to the Borrower at least one (i1) for any Prepayment Date occurring business day prior to the Seventh (7th) Loan YearOptional Prepayment Date. If the Borrower exercises its right to prepay the Note, the Yield Maintenance Borrower shall make payment to the Holder of an amount in cash (the “Second Optional Prepayment Amount”) equal to 120%, multiplied by the sum of: (iiw) for the then outstanding principal amount of this Note plus (x) Default Interest, if any, on the amounts referred to in clauses (w) and (x) plus (y) any amounts owed to the Holder pursuant to Sections 1.3 and 1.4(g) hereof. If the Borrower delivers an Optional Prepayment Date occurring Notice and fails to pay the Second Optional Prepayment Amount due to the Holder of the Note within two (2) business days following the Optional Prepayment Date, the Borrower shall forever forfeit its right to prepay the Note pursuant to this Section 1.9. Notwithstanding anything to the contrary contained in this Note, at any time during the period beginning on or after the date set forth which is sixty-one (61) days following the issue date and ending on the date which is ninety (90) days following the issue date, the Borrower shall have the right, exercisable on not less than three (3) Trading Days prior written notice to the Holder of the Note to prepay the outstanding Note (principal and accrued interest), in clause full, in accordance with this Section 1.9. Any Optional Prepayment Notice shall be delivered to the Holder of the Note at its registered addresses and shall state: (i1) abovethat the Borrower is exercising its right to prepay the Note, but and (2) the date of prepayment which shall be not more than three (3) Trading Days from the date of the Optional Prepayment Notice. On the Optional Prepayment Date, the Borrower shall make payment of the Third Optional Prepayment Amount (as defined below) to or upon the order of the Holder as specified by the Holder in writing to the Borrower at least one (1) business day prior to the eighth Optional Prepayment Date. If the Borrower exercises its right to prepay the Note, the Borrower shall make payment to the Holder of an amount in cash (8ththe “Third Optional Prepayment Amount”) Loan Yearequal to 123%, two percent multiplied by the sum of: (2.0%w) the then outstanding principal amount of this Note plus (x) Default Interest, if any, on the amounts referred to in clauses (w) and (x) plus (y) any amounts owed to the Holder pursuant to Sections 1.3 and 1.4(g) hereof. If the Borrower delivers an Optional Prepayment Notice and fails to pay the Optional Prepayment Amount due to the Holder of the amount of Principal Balance being prepaid on such Note within two (2) business days following the Optional Prepayment Date; , the Borrower shall forever forfeit its right to prepay the Note pursuant to this Section 1.9. Notwithstanding any to the contrary stated elsewhere herein, at any time during the period beginning on the date that is one ninety-one (91) days from the issue date and ending one hundred thirty six (136) days following the issue date, the Borrower shall have the right, exercisable on not less than three (3) Trading Days prior written notice to the Holder of the Note to prepay the outstanding Note (principal and accrued interest), in full, in accordance with this Section 1.9. Any Optional Prepayment Notice shall be delivered to the Holder of the Note at its registered addresses and shall state: (1) that the Borrower is exercising its right to prepay the Note, and (iii2) for any Prepayment Date occurring on or after the date set forth of prepayment which shall be not more than three (3) Trading Days from the date of the Optional Prepayment Notice. On the Optional Prepayment Date, the Borrower shall make payment of the Fourth Optional Prepayment Amount (as defined below) to or upon the order of the Holder as specified by the Holder in clause writing to the Borrower at least one (ii1) above, but business day prior to the ninth (9th) Loan Year, one percent (1.0%) of the amount of Principal Balance being prepaid on such Optional Prepayment Date. ThereafterIf the Borrower exercises its right to prepay the Note, upon the Borrower shall make payment to the Holder of an amount in cash (the “Fourth Optional Prepayment Amount”) equal to 129%, multiplied by the sum of: (w) the then outstanding principal amount of this Note plus (x) Default Interest, if any, on the amounts referred to in clauses (w) and (x) plus (y) any amounts owed to the Holder pursuant to Sections 1.3 and 1.4(g) hereof. If the Borrower delivers an Optional Prepayment Notice and fails to pay the Optional Prepayment Amount due to the Holder of the Note within two (2) business days following the Optional Prepayment Date, the Borrower shall forever forfeit its right to prepay the Note pursuant to this Section 1.9. Notwithstanding any to the contrary stated elsewhere herein, at any time during the period beginning on the date that is one hundred thirty seven (137) days from the issue date and ending one hundred eighty (180) days following the issue date, the Borrower shall have the right, exercisable on not less than thirty three (303) days’ Trading Days prior written notice to Lender, Borrower may the Holder of the Note to prepay the Loan outstanding Note (principal and any other amounts then due and payable under accrued interest), in full, in accordance with this Agreement and other Loan Documents in whole but not in part, without Section 1.9. Any Optional Prepayment Fee. The Prepayment Fee Notice shall be due and payable upon any acceleration or prepayment delivered to the Holder of the LoanNote at its registered addresses and shall state: (1) that the Borrower is exercising its right to prepay the Note, whether voluntaryand (2) the date of prepayment which shall be not more than three (3) Trading Days from the date of the Optional Prepayment Notice. On the Optional Prepayment Date, involuntary, the Borrower shall make payment of the Fifth Optional Prepayment Amount (as a result of, or otherwise in connection with, a Creditors’ Rights Law proceeding defined below) to or upon occurrence the order of the Holder as specified by the Holder in writing to the Borrower at least one (1) business day prior to the Optional Prepayment Date. If the Borrower exercises its right to prepay the Note, the Borrower shall make payment to the Holder of an Event of Default, and Lender shall not be obligated to accept any prepayment unless it is accompanied by all accrued interest due under amount in cash (the Loan Documents and all other Obligations of Borrower due under the Loan Documents, together with an amount “Fifth Optional Prepayment Amount”) equal to 135%, multiplied by the applicable sum of: (w) the then outstanding principal amount of this Note plus (x) Default Interest, if any, on the amounts referred to in clauses (w) and (x) plus (y) any amounts owed to the Holder pursuant to Sections 1.3 and 1.4(g) hereof. If the Borrower delivers an Optional Prepayment Fee. Such amounts may be applied by Lender in such order Notice and priority as Lender shall determine. The parties hereto acknowledge and agree that fails to pay the damages that Xxxxxx would suffer as a result Optional Prepayment Amount due to the Holder of the Loan being prepaid are difficult or impossible Note within two (2) business days following the Optional Prepayment Date, the Borrower shall forever forfeit its right to ascertain and, therefore, agree that prepay the aforesaid Prepayment Fee is a reasonable approximation Note pursuant to this Section 1.9. After the expiration of such damages and does not constitute a penalty. Xxxxxx is not obligated hereunder or under any one hundred eighty (180) following the date of the other Loan Documents to re-advance to Borrower any sums prepaid by XxxxxxxxNote, whether prepaid voluntarily or involuntarily. If for any reason Borrower prepays the Loan on a date other than a Payment Date, Borrower shall also pay to Lender, in addition to any other amounts required under this Section 2.3(d), all interest which would have accrued on the prepayment amount from the Prepayment Date until (but not including) the next succeeding Payment Dateno right of prepayment.

Prepayment. Except as otherwise expressly stated in Articles 2 and 3 hereofSubject to Section 1.6(d), the Borrower may, upon not less than thirty (30) days prior at least one Business Day’s notice to the Lender, prepay, without a prepayment fee, all or a portion of the principal amount outstanding under either the Senior Revolving Loan or the Subordinated Debt by paying the principal amount to be prepaid, together with unpaid accrued interest thereon to the date of prepayment. Notwithstanding anything to the contrary set forth in the immediately preceding sentence, the date of any prepayment pursuant to this Section 1.4(f) shall be considered to be the Business Day following receipt of the prepayment by the Lender unless such prepayment is received by the Lender before 1:00 p.m. (Chicago time) and is made in immediately available funds. Notwithstanding anything to the contrary set forth in this Agreement or in any other Loan Document, principal amounts outstanding under the Term Loan may not be prepaid without the written consent and approval of the Lender, which consent and approval may be withheld at the Lender’s sole and absolute discretion; provided, however, that if all amounts outstanding under all other indebtedness owing from the Borrower to the Lender have been repaid and the Borrower has satisfied in full all other financial obligations to the Lender, then the Borrower may prepay by paying the Loan and principal amount to be prepaid together with unpaid accrued interest thereon to the date of prepayment. Notwithstanding anything to the contrary set forth in this Agreement or in any other amounts then due and payable Loan Document, for any prepayment of all or, from time to time, part of the outstanding unpaid principal balance under this Agreement and other Loan Documents in whole but not in partthe Subordinated Debenture at any time, upon payment of Borrower shall pay to Lender a prepayment fee (the “Prepayment Fee”) equal to, as applicable, (i) for any Prepayment Date occurring prior to the Seventh (7th) Loan Year, the Yield Maintenance Amount, (ii) for any Prepayment Date occurring on or after the date set forth in clause (i) above, but prior to the eighth (8th) Loan Year, two percent (2.0%) of the amount of Principal Balance being prepaid on such Prepayment Date; and (iii) for any Prepayment Date occurring on or after the date set forth in clause (ii) above, but prior to the ninth (9th) Loan Year, one percent (1.0%) of the amount of Principal Balance being prepaid on such Prepayment Date. Thereafter, upon not less than thirty (30) days’ prior notice to Lender, Borrower may prepay the Loan and any other amounts then due and payable under this Agreement and other Loan Documents in whole but not in part, without Prepayment Fee. The Prepayment Fee shall be due and payable upon any acceleration or prepayment of the Loan, whether voluntary, involuntary, as a result of, or otherwise in connection with, a Creditors’ Rights Law proceeding or upon occurrence of an Event of Default, and Lender shall not be obligated to accept any prepayment unless it is accompanied by all accrued interest due under the Loan Documents and all other Obligations of Borrower due under the Loan Documents, together with an amount equal to the applicable Prepayment Fee. Such amounts may be applied by Lender in such order and priority as Lender shall determine. The parties hereto acknowledge and agree that the damages that Xxxxxx would suffer as a result 0.50% of the Loan being prepaid are difficult or impossible to ascertain and, therefore, agree that the aforesaid Prepayment Fee is a reasonable approximation of such damages and does not constitute a penalty. Xxxxxx is not obligated hereunder or under any of the other Loan Documents to re-advance to Borrower any sums prepaid by Xxxxxxxx, whether prepaid voluntarily or involuntarily. If for any reason Borrower prepays the Loan on a date other than a Payment Date, Borrower shall also pay to Lenderprincipal amount so prepaid, in addition a form acceptable to any other amounts required under this Section 2.3(d), all interest which would have accrued on the prepayment amount from the Prepayment Date until (but not including) the next succeeding Payment DateLender.

Prepayment. Except for (i) prepayments that are permitted or required under the Deeds of Trust (relating to certain casualty and condemnation events and certain Transfers of Personal Property) and (ii) prepayments that are permitted pursuant to the Deed of Trust or contemplated by the terms of the Loan Documents with respect to the maintenance of the required Fixed Charge Coverage Ratio for the Site covered thereby, each Note may not be prepaid in full or in part prior to the tenth anniversary of the Closing Date for such Note. From and after such tenth anniversary, and provided there is no continuing Event of Default under the Loan Documents after giving effect to prepayments permitted by the Deed of Trust or contemplated by the terms of the Loan Documents with respect to maintenance of the required Fixed Charge Coverage Ratio for the Site covered thereby, Debtor may prepay the outstanding principal balance of one or more Notes in full or, pursuant to the Deed of Trust or contemplated by the terms of the Loan Documents with respect to maintenance of the required Fixed Charge Coverage Ratio for the Site covered thereby or as permitted or required under the Deeds of Trust (relating to certain casualty and condemnation events and certain Transfers of Personal Property), in part (but only with respect to the Notes corresponding to the affected Sites), without premium or penalty. Except as otherwise expressly stated contemplated by the Deeds of Trust in Articles 2 and 3 hereofthe case of casualty or condemnation, upon not less than thirty (30) days prior Debtor shall provide FFCA with notice of its intention to Lenderprepay any Note, Borrower may prepay the Loan and any other amounts then such prepayment shall occur and be due and payable on the first day of the next calendar month after such notice, or the first Business Day preceding such date if such date is not a Business Day; provided that during such period no Event of Default under this Agreement and other Loan Documents in whole but not in partSection 13(a)(7) shall be deemed to have occurred if such prepayment, upon payment when made, shall cure such default. With any prepayment of the outstanding principal balance of a Note, Debtor shall pay all accrued but unpaid interest thereon through the date of prepayment fee (and all other amounts due and unpaid under the “Prepayment Fee”) equal to, as applicableLoan Documents. Upon a partial prepayment of a Note, (i) for any Prepayment Date occurring prior the amount prepaid shall be applied to the Seventh (7th) Loan Year, outstanding indebtedness under the Yield Maintenance Amount, Note and (ii) for any Prepayment Date occurring the remaining indebtedness under the Note shall be reamortized over the remaining term of the Note. Upon prepayment of a Note in full, FFCA will release or cause to be released, the corresponding Guaranty and the Liens created by the Deed of Trust and all other Loan Documents encumbering the Site corresponding to such Note, and promptly deliver documents, including, without limitation, UCC-3 termination statements, reasonably requested by Debtor to effect such release. Debtor acknowledges that the making of the Loan by FFCA at the interest rate and on or after the date other terms set forth in clause (i) above, but prior to this Section 2 is sufficient consideration for the eighth (8th) Loan Year, two percent (2.0%) inclusion of the amount of Principal Balance being prepaid on such Prepayment Date; provisions in this Section 2 and (iii) for any Prepayment Date occurring on or after the date set forth in clause (ii) above, but prior to the ninth (9th) Loan Year, one percent (1.0%) of the amount of Principal Balance being prepaid on such Prepayment Date. Thereafter, upon FFCA would not less than thirty (30) days’ prior notice to Lender, Borrower may prepay the Loan and any other amounts then due and payable under this Agreement and other Loan Documents in whole but not in part, without Prepayment Fee. The Prepayment Fee shall be due and payable upon any acceleration or prepayment of the Loan, whether voluntary, involuntary, as a result of, or otherwise in connection with, a Creditors’ Rights Law proceeding or upon occurrence of an Event of Default, and Lender shall not be obligated to accept any prepayment unless it is accompanied by all accrued interest due under the Loan Documents and all other Obligations of Borrower due under the Loan Documents, together with an amount equal to the applicable Prepayment Fee. Such amounts may be applied by Lender in such order and priority as Lender shall determine. The parties hereto acknowledge and agree that the damages that Xxxxxx would suffer as a result of the Loan being prepaid are difficult or impossible to ascertain and, therefore, agree that the aforesaid Prepayment Fee is a reasonable approximation of such damages and does not constitute a penalty. Xxxxxx is not obligated hereunder or under any of the other Loan Documents to re-advance to Borrower any sums prepaid by Xxxxxxxx, whether prepaid voluntarily or involuntarily. If for any reason Borrower prepays make the Loan on a date other than a Payment Date, Borrower shall the terms set forth herein without the inclusion of such provisions. Debtor also pay to Lender, in addition to any other amounts required under acknowledges that the provisions of this Section 2.3(d)2 limiting the right of prepayment were independently negotiated and bargained for, all interest which would have accrued on and constitute a specific, material part of the prepayment amount from consideration given by Debtor to FFCA for making the Prepayment Date until (but not including) the next succeeding Payment Date.01/514412.5 Arby's 16

Prepayment. Except (a) The principal balance of this Note may not be prepaid in whole or in part (except with respect to the application of casualty or condemnation proceeds) prior to the Payment Date occurring in May, 2004. On the Payment Date occurring in May, 2004, or at any time thereafter, the principal balance of this Note may be prepaid, in whole but not in part (except with respect to the application of casualty or condemnation proceeds and except in connection with the release of any property securing this Note as otherwise expressly stated in Articles 2 and 3 hereofpermitted by the Loan Documents), on any Payment Date upon not less than thirty (30) days nor more than ninety (90) days prior written notice to Lender, Borrower may prepay Lender specifying the Loan Payment Date on which prepayment is to be made (the "PREPAYMENT Date") and any other amounts then due and payable under this Agreement and other Loan Documents in whole but not in part, upon payment of a prepayment fee (the “Prepayment Fee”) equal to, as applicable, (i) for any interest accrued and unpaid on the principal amount of this Note being prepaid to and including the Prepayment Date occurring prior to the Seventh (7th) Loan YearDate, the Yield Maintenance Amount, and (ii) for any Prepayment Date occurring on or after the date set forth in clause (i) above, but prior to the eighth (8th) Loan Year, two percent (2.0%) of the amount of Principal Balance being prepaid on such Prepayment Date; and (iii) for any Prepayment Date occurring on or after the date set forth in clause (ii) above, but prior to the ninth (9th) Loan Year, one percent (1.0%) of the amount of Principal Balance being prepaid on such Prepayment Date. Thereafter, upon not less than thirty (30) days’ prior notice to Lender, Borrower may prepay the Loan and any all other amounts sums then due and payable under this Agreement Note and the other Loan Documents in whole but not in partDocuments. If any such notice of prepayment is given, without Prepayment Fee. The Prepayment Fee the principal amount so notified and the other sums required under this paragraph shall be due and payable upon any acceleration or on the Prepayment Date. If prepayment of this Note, in whole or in part, results from Xxxxxx's exercise of its rights upon Xxxxxxxx's default and acceleration of the LoanMaturity Date of this Note (irrespective of whether foreclosure proceedings have been commenced) prior to the Payment Date occurring in May, whether voluntary2004, involuntary, as Borrower shall also pay to Lender a result of, or otherwise in connection with, a Creditors’ Rights Law proceeding or upon occurrence prepayment fee equal to 1% of an Event the principal amount of Defaultthis Note prepaid, and Lender such prepayment fee shall not be obligated in addition to accept any prepayment unless it is accompanied by all accrued interest other sums due under the Loan Documents and all other Obligations of Borrower due under the Loan Documents, together with an amount equal to the applicable Prepayment Fee. Such amounts may be applied by Lender in such order and priority as Lender shall determine. The parties hereto acknowledge and agree that the damages that Xxxxxx would suffer as a result of the Loan being prepaid are difficult or impossible to ascertain and, therefore, agree that the aforesaid Prepayment Fee is a reasonable approximation of such damages and does not constitute a penalty. Xxxxxx is not obligated hereunder or under any of the other Loan Documents to re-advance to Borrower any sums prepaid by Xxxxxxxx, whether prepaid voluntarily or involuntarily. If for any reason Borrower prepays the Loan on a date other than a Payment Date, Borrower shall also pay to Lender, in addition to any other amounts required under this Section 2.3(d), all interest which would have accrued on the prepayment amount from the Prepayment Date until (but not including) the next succeeding Payment DateDocuments.

Prepayment. Except as otherwise expressly stated in Articles 2 and 3 hereofOn any rent payment date under this Schedule, upon no less than 30 days’ irrevocable notice to Lessor, and provided that no Event of Default exists, Lessee may terminate the Lease with respect to all and not less than thirty (30) days prior notice all Equipment covered by this Schedule by purchasing the Equipment “as is and where is” without warranties or representations of any kind, express or implied, for a purchase price equal to Lender, Borrower may prepay the Loan and any Stipulated Loss Value plus all other amounts then due and payable under this Agreement owing with respect to the Equipment; provided that any such prepayment shall be made together with (a) all accrued interest and other Loan Documents in whole but not in partcharges and amounts owing hereunder through the date of prepayment, upon payment of and (b) a prepayment fee (the “Prepayment Fee”) charge equal to, as applicable, (i) for any Prepayment Date occurring prior to the Seventh (7th) Loan Year, the Yield Maintenance Amount, (ii) for any Prepayment Date occurring on or after the date set forth in clause (i) above, but prior to the eighth (8th) Loan Year, two four percent (2.04%) of the amount prepaid during months 1 through 12 of Principal Balance being prepaid on such Prepayment Date; and (iii) for any Prepayment Date occurring on or after the date set forth in clause (ii) aboveLease Term, but prior to the ninth (9th) Loan Year, one three percent (1.03%) of the amount of Principal Balance being prepaid on such Prepayment Date. Thereafter, upon not less than thirty (30) days’ prior notice to Lender, Borrower may prepay the Loan and any other amounts then due and payable under this Agreement and other Loan Documents in whole but not in part, without Prepayment Fee. The Prepayment Fee shall be due and payable upon any acceleration or prepayment during months 13 through 24 of the LoanLease Term, whether voluntarytwo percent 2% of the amount prepaid during months 25 through 36 of the Lease term, involuntaryone percent (1%) of the amount prepaid during months 37 through 48 and no prepayment charge during months 49 through 84 of the Lease Term; provided further that, as a result of, or otherwise in connection with, a Creditors’ Rights Law proceeding or upon occurrence of if any prepayment is made following an Event of Default, by reason of acceleration or otherwise, the prepayment charge shall be calculated based upon the full original Lease Term. The purchase price of the Equipment and Lender shall not be obligated to accept any prepayment unless it is accompanied charge shall be paid in immediately available funds at the time of exercising such option. BANC OF AMERICA LEASING & CAPITAL, LLC Wxxxxx Brothers Brewing Company By: /s/ By: /s/ Rxxxxxx X. Xxxxxx Printed Name: Printed Name: Rxxxxxx X. Xxxxxx Title: Title: Vice President — Finance Acceptance Date: 6/20/07 Where multiple counterpart originals of this Schedule have been executed by all accrued Lessee and Lessor, only the counterpart marked “Lessor’s Copy” shall be deemed chattel paper evidencing the Lease of Equipment subject to this Schedule, and a security interest due under the Loan Documents in such chattel paper and all other Obligations of Borrower due under the Loan Documents, together with an amount equal to the applicable Prepayment Fee. Such amounts Lease may be applied by Lender in such order perfected through the transfer and priority as Lender shall determine. The parties hereto acknowledge and agree that the damages that Xxxxxx would suffer as a result possession of the Loan being prepaid are difficult or impossible to ascertain and, therefore, agree that the aforesaid Prepayment Fee is a reasonable approximation “Lessor’s Copy” of such damages and does not constitute a penalty. Xxxxxx is not obligated hereunder or under any Schedule only, without the need to transfer possession of the other Loan Documents to re-advance to Borrower Master Lease, any sums prepaid by Xxxxxxxx, whether prepaid voluntarily Related Agreement or involuntarily. If for any reason Borrower prepays the Loan on a date other than a Payment Date, Borrower shall also pay to Lender, in addition to any other amounts required under document executed and delivered in connection with this Section 2.3(d)Lease. Exhibit A to Schedule Number 17495-90001 DESCRIPTION YR RUL BREWHOUSE 250,000 BBL/YR 1 Malt Handling System, all interest which would have accrued on the prepayment amount from the Prepayment Date until (but not including) the next succeeding Payment Date.Huppmann, 15 tons per hour, c/o: 1996 14 1 - Dry Grist Mill, Bxxxxx, Maltomat 07, s/n 20-000-000, type DBZC-073110, 6 roller, 4 ton per hour 2 - Malt Silo, 30 ton capacity 2 - Malt Silo, 125 ton capacity 1 - Dust Collection System, Bxxxxx 1 - Grist Bin, 7 ton 2 - Bucket Elevator, 6x10” 30-40’ 2 - Chain Conveyor, 12“x60’ 1 - Screw Conveyor, 16“x20’

Prepayment. Except as otherwise expressly stated Mortgagor shall pay the charge provided in Articles 2 and 3 hereof, upon not less than thirty (30) days prior notice to Lender, Borrower may prepay the Loan and any other amounts then due and payable under this Agreement and other Loan Documents in whole but not in part, upon payment of a prepayment fee (the “Prepayment Fee”) equal to, as applicable, (i) Note for any Prepayment Date occurring prior to the Seventh (7th) Loan Year, the Yield Maintenance Amount, (ii) for any Prepayment Date occurring on or after the date set forth in clause (i) above, but prior to the eighth (8th) Loan Year, two percent (2.0%) of the amount of Principal Balance being prepaid on such Prepayment Date; and (iii) for any Prepayment Date occurring on or after the date set forth in clause (ii) above, but prior to the ninth (9th) Loan Year, one percent (1.0%) of the amount of Principal Balance being prepaid on such Prepayment Date. Thereafter, upon not less than thirty (30) days’ prior notice to Lender, Borrower may prepay the Loan and any other amounts then due and payable under this Agreement and other Loan Documents in whole but not in part, without Prepayment Fee. The Prepayment Fee shall be due and payable upon any acceleration or prepayment of the LoanObligations if for any reason (including the acceleration of the due date of the Obligations MORTGAGE, whether voluntary, involuntary, as a result of, or otherwise in connection with, a Creditors’ Rights Law proceeding or upon ASSIGNMENT OF LEASES AND RENTS AND SECURITY AGREEMENT 096780 000064 DALLAS 2814275.4 Loan No. 374-0366 Florida by Mortgagee following the occurrence of an Event of Default) any of such Obligations shall be due and payable or paid prior to the stated maturity date thereof, whether or not such payment is made prior to or at any sale held pursuant to or by virtue of this Article IV. Mortgagee has relied on Mortgagor’s creditworthiness and its agreement to repay the Obligations in strict accordance with the terms set forth in the Loan Instruments, and Lender would not make the Loan without the promises by Mortgagor to make all payments due pursuant to the Loan Instruments and not to prepay all or any part of the principal balance of the Note prior to the final maturity date thereof, except on the terms expressly set forth herein and in the Note. Therefore, any prepayment of the Note, whether occurring as a voluntary prepayment by Mortgagor or occurring upon an acceleration of the Note by Mortgagee or otherwise, will prejudice Mortgagee’s ability to meet its obligations and to earn the return on the funds advanced to Mortgagor, which Mortgagee intended and expected to earn when it made the Loan, and will also result in other losses and additional expenses to Mortgagee. In consideration of Mortgagee making the Loan at the interest rate and for the term set forth in the Note, except as expressly permitted pursuant to the Note Mortgagor expressly waives all rights it may have under applicable law to prepay, without charge or premium, all or any part of the Note, either voluntarily or upon an acceleration of the Note by Mortgagee, including an acceleration upon the making or suffering by Mortgagor of any transfer or disposition prohibited by Section 1.11. If a prepayment of all or any part of the principal balance of the Note is made by or on behalf of Mortgagor, for any reason, whether due to the voluntary acceptance by Mortgagee of a prepayment tendered by Mortgagor, or the acceleration of the Note by Mortgagee, or in connection with any reinstatement of the Loan Instruments pursuant to any foreclosure proceedings, or any right of redemption exercised by Mortgagor or any other party having the right to redeem or to prevent any foreclosure of this Mortgage, or upon the consummation of any foreclosure sale, or under any other circumstances, Mortgagor or any other Person making any such prepayment shall not be obligated to accept any prepayment unless it is accompanied by all accrued interest due under pay, concurrently therewith, the Loan Documents Make-Whole Amount, as defined and all other Obligations as set forth in the Note, and the payment of Borrower due under the Loan Documents, together with an amount equal Make-Whole Amount shall be a condition to the applicable Prepayment Fee. Such amounts may be applied by Lender in making of such order prepayment, and priority as Lender shall determine. The parties hereto acknowledge and agree that the damages that Xxxxxx would suffer as a result payment of the Loan being prepaid are difficult or impossible to ascertain and, therefore, agree that the aforesaid Prepayment Fee is a reasonable approximation of such damages Make-Whole Amount shall be secured by this Mortgage and does not constitute a penalty. Xxxxxx is not obligated hereunder or under any of the other Loan Documents Instruments. Mortgagor shall pay the Make-Whole Amount without prejudice to re-advance the right of Mortgagee to Borrower any sums prepaid by Xxxxxxxx, whether prepaid voluntarily or involuntarily. If for any reason Borrower prepays the Loan on a date other than a Payment Date, Borrower shall also pay to Lender, in addition to collect any other amounts required due pursuant hereto or to declare a default hereunder; provided, however, that in no event shall any amount payable under this Section 2.3(d)or any other Section or Subsection of this Mortgage relating to prepayment charges or otherwise, all if construed to be interest, when added to the interest which would have accrued otherwise payable on the Note and the other Obligations, exceed the maximum amount of interest permitted under the laws of the State. Nothing herein shall be construed as permitting any partial prepayment amount from of the Prepayment Date until (but not including) the next succeeding Payment DateObligations, except with Mortgagee’s prior written consent thereto obtained in each instance.

Prepayment. Except (a) "Lease Year" as otherwise expressly stated in Articles 2 and 3 hereof, upon used below shall be calculated from anniversary date to anniversary date of the applicable Schedule. Lessee may not less than thirty voluntarily prepay all or any portion of any Schedule unless: (30a) Lessor has received at least ninety (90) days prior written notice of a specific prepayment date; (b) The prepayment is made only on a date where a payment is regularly scheduled and due on the Schedule;(c) Lessee is prepaying the full amount of the Schedule and all accrued and unpaid interest to Lender, Borrower may prepay the Loan and any other amounts then due and payable date of such prepayment; (d)Lessee is not in default under this Agreement Schedule or other related lease documents; and other Loan Documents (e) Lessee is paying to Lessor along with such prepayment a prepayment premium fee equal to a percentage of the remaining principal balance of the Schedule as follows: Schedules may be prepaid at any time in whole whole, but not in part, upon payment at a price equal to 102% of the then outstanding balance, plus accrued interest. The prepayment premium is assessed as a liquidated damage fee assessed as compensation for breakage costs, the costs of making funds available to Lessee, internal costs and losses and the like and not as a penalty. All prepayment fee (premiums assessed hereunder shall be included in the “Prepayment Fee”) equal toobligations or indebtedness, as applicable, (i) for under the other related lease documents. Xxxxxx acknowledges and agrees that any Prepayment Date occurring prior involuntary prepayment hereunder, whether due to acceleration or otherwise, shall be subject to the Seventh (7th) Loan Yearapplicable prepayment premium assessed hereunder. Upon the prepayment in whole of the principal amount by Lessee, including the satisfaction by Lessee of all of the prepayment conditions listed herein, the Yield Maintenance Amount, (ii) for any Prepayment Date occurring on or after the date set forth in clause (i) above, but prior Lease with respect to the eighth (8th) Loan Yearsuch Equipment shall terminate, two percent (2.0%) of the amount of Principal Balance being prepaid on such Prepayment Date; and (iii) for any Prepayment Date occurring on or after the date set forth in clause (ii) above, but prior to the ninth (9th) Loan Year, one percent (1.0%) of the amount of Principal Balance being prepaid on such Prepayment Date. Thereafter, upon not less than thirty (30) days’ prior notice to Lender, Borrower may prepay the Loan and any other amounts then due and payable under this Agreement and other Loan Documents in whole but not in part, without Prepayment Fee. The Prepayment Fee Lessee shall be due and payable upon any acceleration or prepayment of the Loanentitled to such Equipment, whether voluntary“AS-IS,” “WHERE-IS,” WITHOUT WARRANTIES, involuntaryEXPRESS OR IMPLIED, as a result ofINCLUDING WARRANTIES OF MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE OR FITNESS FOR THE USE CONTEMPLATED BY LESSEE, or otherwise in connection with, a Creditors’ Rights Law proceeding or upon occurrence of an Event of Default, and Lender except that such Equipment shall not be obligated subject to accept any prepayment unless it is accompanied lien or encumbrance created by all accrued interest or arising through Lessor. In the event that Lessor exercises its right pursuant to this Agreement to declare the unpaid principal balance of a Lease to be immediately due under the Loan Documents and all other Obligations of Borrower due under the Loan Documentspayable, together with an amount equal to the applicable Prepayment Fee. Such amounts may be applied by Lender in such order and priority as Lender shall determine. The parties hereto acknowledge and agree that the damages that Xxxxxx would suffer as a result of the Loan being prepaid are difficult or impossible to ascertain and, therefore, agree that the aforesaid Prepayment Fee is a reasonable approximation of such damages and does not constitute a penalty. Xxxxxx is not obligated hereunder or under any of the other Loan Documents to re-advance to Borrower any sums prepaid by Xxxxxxxx, whether prepaid voluntarily or involuntarily. If for any reason Borrower prepays the Loan on a date other than a Payment Date, Borrower shall also pay to Lenderthen, in addition to any all of the other rights and remedies available to Lessor under this Agreement, Lessee shall be immediately obligated to pay to Lessor the Prepayment Fee with respect to the entire unpaid principal balance of such Lease. For purposes of computing the Prepayment Fee which is due following such a declaration, the "Prepayment Date" shall be the date of such declaration or another date selected by Xxxxxx, in its discretion, which is after the date of such declaration and on, or before, the date on which the unpaid principal balance of such Lease, all accrued interest thereon and all other amounts required under this Section 2.3(d)due thereunder have been paid in full. In the event of any involuntary prepayment, all other than an involuntary prepayment governed by the prior paragraph, the Lessee shall be obligated to pay to Lessor, simultaneously with such involuntary prepayment, (i) the interest which would have accrued on the amount so prepaid accrued through and including the date of prepayment and (ii) a Prepayment Fee in the amount from determined pursuant to this Agreement. For purposes of computing the Prepayment Fee with respect to prepayments made pursuant to this paragraph, the Prepayment Date until (but not including) shall be the next succeeding Payment Datedate on which such involuntary prepayment is actually received by Xxxxxx.

Prepayment. Except as otherwise expressly stated in Articles 2 and 3 hereof, upon not less than thirty (30) days prior notice to Lender, Borrower may prepay the Loan and any other amounts then due and payable under this Agreement and other Loan Documents in whole but not in part, upon payment of a prepayment fee (the “Prepayment Fee”) equal to, as applicable, (i) for any Prepayment Date occurring prior to the Seventh (7th) Loan Year, the Yield Maintenance Amount, (ii) for any Prepayment Date occurring on or after the date set forth herein, Grantor shall pay the charge provided in clause (i) above, but prior to the eighth (8th) Loan Year, two percent (2.0%) of the amount of Principal Balance being prepaid on such Prepayment Date; and (iii) Note for any Prepayment Date occurring on or after the date set forth in clause (ii) above, but prior to the ninth (9th) Loan Year, one percent (1.0%) of the amount of Principal Balance being prepaid on such Prepayment Date. Thereafter, upon not less than thirty (30) days’ prior notice to Lender, Borrower may prepay the Loan and any other amounts then due and payable under this Agreement and other Loan Documents in whole but not in part, without Prepayment Fee. The Prepayment Fee shall be due and payable upon any acceleration or prepayment of the Loan, whether voluntary, involuntary, as a result of, or otherwise in connection with, a Creditors’ Rights Law proceeding or upon Obligations if for any reason (including the acceleration of the due date of the Obligations by Beneficiary following the occurrence of an Event of Default) any of such Obligations shall be due and payable or paid prior to the stated maturity date thereof, whether or not such payment is made prior to or at any sale held pursuant to or by virtue of this Article IV. Beneficiary has relied on Grantor's creditworthiness and its agreement to repay the Obligations in strict accordance with the terms set forth in the Loan Instruments, and Lender would not make the Loan without the promises by Grantor to make all payments due pursuant to the Loan Instruments and not to prepay all or any part of the principal balance of the Note prior to the final maturity date thereof, except on the terms expressly set forth herein and in the Note. Therefore, any prepayment of the Note, whether occurring as a voluntary prepayment by Grantor or occurring upon an acceleration of the Note by Beneficiary or otherwise, will prejudice Beneficiary's ability to meet its obligations and to earn the return on the funds advanced to Grantor, which Beneficiary intended and expected to earn when it made the Loan, and will also result in other losses and additional expenses to Beneficiary. In consideration of Beneficiary making the Loan at the interest rate and for the term set forth in the Note, Grantor expressly waives all rights it may have under applicable law to prepay, without charge or premium, all or any part of the Note, either voluntarily or upon an acceleration of the Note by Beneficiary, including an acceleration upon the making or suffering by Grantor of any transfer or disposition prohibited by Section 1.11. If a prepayment of all or any part of the principal balance of the Note is made by or on behalf of Grantor, for any reason, whether due to the voluntary acceptance by Beneficiary of a prepayment tendered by Grantor, or the acceleration of the Note by Beneficiary, or in connection with any reinstatement of the Loan Instruments pursuant to any foreclosure proceedings, or any right of redemption exercised by Grantor or any other party having the right to redeem or to prevent any foreclosure of this Deed of Trust, or upon the consummation of any foreclosure sale, or under any other circumstances, Grantor or any other Person making any such prepayment shall not be obligated to accept any prepayment unless it is accompanied by all accrued interest due under pay, concurrently therewith, the Loan Documents Make-Whole Amount, as defined and all other Obligations as set forth in the Note, and the payment of Borrower due under the Loan Documents, together with an amount equal Make-Whole Amount shall be a condition to the applicable Prepayment Fee. Such amounts may be applied by Lender in making of such order prepayment, and priority as Lender shall determine. The parties hereto acknowledge and agree that the damages that Xxxxxx would suffer as a result payment of the Loan being prepaid are difficult or impossible to ascertain and, therefore, agree that the aforesaid Prepayment Fee is a reasonable approximation Make-Whole Amount shall be secured by this Deed of such damages Trust and does not constitute a penalty. Xxxxxx is not obligated hereunder or under any of the other Loan Documents Instruments. Grantor shall pay the Make-Whole Amount without prejudice to re-advance the right of Beneficiary to Borrower any sums prepaid by Xxxxxxxx, whether prepaid voluntarily or involuntarily. If for any reason Borrower prepays the Loan on a date other than a Payment Date, Borrower shall also pay to Lender, in addition to collect any other amounts required under this Section 2.3(d)due pursuant hereto or to declare a default hereunder. Nothing herein shall be construed as permitting any partial prepayment of the Obligations, all interest which would have accrued on the prepayment amount from the Prepayment Date until (but not including) the next succeeding Payment Date.except with Beneficiary's prior written consent thereto obtained in each instance. WCSR 31223371 47 Deed of Trust Loan No. 374-0518

Prepayment. Except The Borrower shall not prepay all or any portion of the principal amount outstanding of Revolving Loans without the express written consent of the Lender, which consent shall be in the Lender’s sole discretion to grant or withhold, and except as may otherwise expressly stated be permitted hereunder. Any prepayment shall be made together with accrued interest to the date of such prepayment on the amount prepaid; provided, however, that (i) prepayments of Revolving Loans prior to the Maturity Date shall not reduce the Revolving Loan Commitment; (ii) all prepayments shall be in Articles 2 and 3 hereof, upon amounts not less than thirty (30) days prior notice to Lender, Borrower may prepay the Loan and any other amounts then due and payable under this Agreement and other Loan Documents in whole but not in part, upon payment lesser of a prepayment fee (the “Prepayment Fee”) equal to, as applicable, (i) for any Prepayment Date occurring prior to the Seventh (7th) Loan Year, the Yield Maintenance Amount, (ii) for any Prepayment Date occurring on $100,000 or after the date set forth in clause (i) above, but prior to the eighth (8th) Loan Year, two percent (2.0%) of an integral multiple thereof or the amount of Principal Balance any Revolving Loan being prepaid on such Prepayment Dateprepaid; and (iii) for any Prepayment Date occurring Revolving Loan may be designated by the Borrower to be prepaid if and only to the extent that prepayment is made on the last day of an Interest Period or after subject to the payment of amounts described in Section 7.1(d) hereof. Each prepayment made pursuant to this Section shall be accompanied by the payment of (i) accrued interest to date set forth in clause of such prepayment on the amount prepaid and (ii) above, but prior any and all payments required pursuant to Section 7.1 hereof in respect of such prepayment. (c) If the ninth (9th) Loan Year, one percent (1.0%) of Borrower receives notice from the Lender that the aggregate principal amount of Principal Balance being prepaid on such Prepayment Date. Thereafterall Revolving Loans outstanding hereunder exceeds at any time $18,000,000, upon not less than thirty (30) days’ prior notice to Lenderthe Borrower shall prepay Revolving Loans, Borrower may prepay the Loan and any other amounts then due and payable under this Agreement and other Loan Documents in whole but not in part, without Prepayment Fee. The Prepayment Fee shall be due and payable upon any acceleration or prepayment of the Loan, whether voluntary, involuntary, as a result of, or otherwise in connection with, a Creditors’ Rights Law proceeding or upon occurrence of an Event of Default, and Lender shall not be obligated to accept any prepayment unless it is accompanied by together with all accrued interest thereon and any amounts due under the Loan Documents and all other Obligations Section 7.1(d) hereof, as necessary to eliminate such excess within 2 Business Days after receipt of Borrower due under the Loan Documents, together with an amount equal to the applicable Prepayment Feesuch notice. Such amounts (d) The Revolving Credit Termination Date may be applied by Lender in such order and priority extended any number of times as Lender shall determine. The parties hereto acknowledge and agree that the damages that Xxxxxx would suffer as a result of the Loan being prepaid are difficult or impossible to ascertain and, therefore, agree that the aforesaid Prepayment Fee is a reasonable approximation of such damages and does not constitute a penalty. Xxxxxx is not obligated hereunder or under any of the other Loan Documents to re-advance to Borrower any sums prepaid by Xxxxxxxx, whether prepaid voluntarily or involuntarily. If for any reason Borrower prepays the Loan on a date other than a Payment Date, Borrower shall also pay to Lender, in addition to any other amounts required under this Section 2.3(d), all interest which would have accrued on the prepayment amount from the Prepayment Date until (but not including) the next succeeding Payment Date.follows:

Prepayment. Except as otherwise expressly stated in Articles 2 and 3 hereof, At its option upon not less than thirty at least seven (307) days Business Days prior written notice to LenderAgent, Borrower may prepay all, or a portion of the Loan outstanding Advances by paying the entire principal balance (or such portion thereof), all accrued and any other amounts then due and payable under this Agreement and other Loan Documents in whole but not in partunpaid interest thereon, upon payment of together with a prepayment fee (charge equal to the “Prepayment Fee”) equal to, as applicable, following percentage of the Advance amount being prepaid: (i) for with respect to each Advance made pursuant to Tranche 1 and Tranche 2, if such Advance amounts are prepaid in any of the first thirty-six (36) months following the Closing Date, 1.50%, and thereafter, 0.00%, and (ii) with respect to each Advance made pursuant to Tranche 3, Tranche 4, Tranche 5, or Tranche 6 after the Second Amendment Closing Date, if such Advance amounts are prepaid in any of the first thirty-six (36) months following the Second Amendment Closing Date, 1.50%, and thereafter, 0.00% (each, a “Prepayment Date occurring Charge”); provided that any partial prepayment shall be in minimum increments of principal in the amount of $5,000,000 (or such lesser amount as is then outstanding). If at any time Borrower elects to make a prepayment, and at such time, there are outstanding Advances under multiple Tranches, the Prepayment Charge shall be determined by applying the amount of such prepayment in the following order: first, to the outstanding principal amount (and accrued but unpaid interest thereon) of Advances outstanding under the Tranche with the latest initial funding date; second, to the outstanding principal amount (and accrued but unpaid interest thereon) of Advances outstanding under the Tranche with the next latest initial funding date and so on until the entire principal balance of all Advances made hereunder (and all accrued but unpaid interest thereon) is paid in full. Borrower agrees that the Prepayment Charge is a reasonable calculation of the Lenders’ lost profits in view of the difficulties and impracticality of determining actual damages resulting from an early repayment of the Advances. Borrower shall prepay the outstanding amount of all principal and accrued interest through the prepayment date and the Prepayment Charge upon the occurrence of a Change in Control or any other prepayment hereunder. Notwithstanding the foregoing, Agent and the Lenders agree to waive the Prepayment Charge if Agent and the Lenders (in their sole and absolute discretion) agree in writing to refinance the Advances prior to the Seventh (7th) Term Loan Year, the Yield Maintenance Amount, (ii) for any Prepayment Date occurring on or after the date set forth in clause (i) above, but prior to the eighth (8th) Loan Year, two percent (2.0%) of the amount of Principal Balance being prepaid on such Prepayment Date; and (iii) for any Prepayment Date occurring on or after the date set forth in clause (ii) above, but prior to the ninth (9th) Loan Year, one percent (1.0%) of the amount of Principal Balance being prepaid on such Prepayment Maturity Date. Thereafter, upon not less than thirty (30) days’ prior notice to Lender, Borrower may prepay the Loan and any other Any amounts then due and payable paid under this Agreement and other Loan Documents in whole but not in part, without Prepayment Fee. The Prepayment Fee Section shall be due and payable upon any acceleration or prepayment of the Loan, whether voluntary, involuntary, as a result of, or otherwise in connection with, a Creditors’ Rights Law proceeding or upon occurrence of an Event of Default, and Lender shall not be obligated to accept any prepayment unless it is accompanied by all accrued interest due under the Loan Documents and all other Obligations of Borrower due under the Loan Documents, together with an amount equal to the applicable Prepayment Fee. Such amounts may be applied by Lender Agent to the then unpaid amount of any Secured Obligations (including principal and interest) in such order and priority as Lender shall determine. The parties hereto acknowledge and agree that the damages that Xxxxxx would suffer as a result of the Loan being prepaid are difficult or impossible to ascertain and, therefore, agree that the aforesaid Prepayment Fee is a reasonable approximation of such damages and does not constitute a penalty. Xxxxxx is not obligated hereunder or under any of the other Loan Documents to re-advance to Borrower any sums prepaid by Xxxxxxxx, whether prepaid voluntarily or involuntarily. If for any reason Borrower prepays the Loan on a date other than a Payment Date, Borrower shall also pay to Lender, Agent may choose in addition to any other amounts required under this Section 2.3(d), all interest which would have accrued on the prepayment amount from the Prepayment Date until (but not including) the next succeeding Payment Dateits sole discretion.

Prepayment. Except as otherwise expressly stated in Articles 2 and 3 hereof, upon not less than thirty (30) days prior notice to Lender, Borrower may prepay the Loan and any other amounts then due and payable under this Agreement and other Loan Documents in whole but not in part, upon payment of a prepayment fee (the “Prepayment Fee”) equal to, as applicable, (i) for any Prepayment Date occurring prior to the Seventh (7th) Loan Year, the Yield Maintenance Amount, (ii) for any Prepayment Date occurring on or after the date set forth in clause (i) above, but prior to the eighth (8th) Loan Year, two percent (2.0%) of the amount of Principal Balance being prepaid on such Prepayment Date; and (iii) for any Prepayment Date occurring on or after the date set forth in clause (ii) above, but prior to the ninth (9th) Loan Year, one percent (1.0%) of the amount of Principal Balance being prepaid on such Prepayment Date. Thereafter, upon not less than thirty (30) days’ prior notice to Lender, Borrower may prepay the Loan and any other amounts then due and payable under this Agreement and other Loan Documents in whole but not in part, without Prepayment Fee. The Prepayment Fee shall be due and payable upon any acceleration or prepayment of the Loan, whether voluntary, involuntary, as a result of, or otherwise in connection with, a Creditors’ Rights Law proceeding or upon occurrence of an Event of Default, and Lender shall not be obligated to accept any prepayment unless it is accompanied by all accrued interest due under the Loan Documents and all other Obligations of Borrower due under the Loan Documents, together with an amount equal to the applicable Prepayment Fee. Such amounts may be applied by Lender in such order and priority as Lender shall determine. The parties hereto acknowledge and agree that the damages that Xxxxxx Lender would suffer as a result of the Loan being prepaid are difficult or impossible to ascertain and, therefore, agree that the aforesaid Prepayment Fee is a reasonable approximation of such damages and does not constitute a penalty. Xxxxxx Lender is not obligated hereunder or under any of the other Loan Documents to re-advance to Borrower any sums prepaid by XxxxxxxxBorrower, whether prepaid voluntarily or involuntarily. If for any reason Borrower prepays the Loan on a date other than a Payment Date, Borrower shall also pay to Lender, in addition to any other amounts required under this Section 2.3(d), all interest which would have accrued on the prepayment amount from the Prepayment Date until (but not including) the next succeeding Payment Date.

Prepayment. Except as otherwise expressly stated in Articles 2 and 3 hereof, At its option upon not less than thirty at least seven (307) days Business Days prior written notice to LenderAgent, Borrower may prepay all, or a portion of the Loan outstanding Advances by paying the entire principal balance (or such portion thereof), all accrued and any other amounts then due and payable under this Agreement and other Loan Documents in whole but not in partunpaid interest thereon, upon payment of together with a prepayment fee (charge equal to the “Prepayment Fee”) equal to, as applicable, following percentage of the Advance amount being prepaid: (i) for with respect to each Advance made pursuant to Tranche 1 and Tranche 2, if such Advance amounts are prepaid in any of the first thirty-six (36) months following the Closing Date, 1.50%;, and thereafter, 0.00%, and (ii) with respect to each Advance made pursuant to Tranche 3, Tranche 4, Tranche 5, or Tranche 6 after the Second Amendment Closing Date, if such Advance amounts are prepaid in any of the first thirty-six (36) months following the Second Amendment Closing Date, 1.50%, and thereafter, 0.00% (each, a “Prepayment Date occurring Charge”); provided that any partial prepayment shall be in minimum increments of principal in the amount of $5,000,000 (or such lesser amount as is then outstanding). If at any time Borrower elects to make a prepayment, and at such time, there are outstanding Advances under multiple Tranches, the Prepayment Charge shall be determined by applying the amount of such prepayment in the following order: first, to the outstanding principal amount (and accrued but unpaid interest thereon) of Advances outstanding under the Tranche with the latest initial funding date; second, to the outstanding principal amount (and accrued but unpaid interest thereon) of Advances outstanding under the Tranche with the next latest initial funding date and so on until the entire principal balance of all Advances made hereunder (and all accrued but unpaid interest thereon) is paid in full. Borrower agrees that the Prepayment Charge is a reasonable calculation of the Lenders’ lost profits in view of the difficulties and impracticality of determining actual damages resulting from an early repayment of the Advances. Borrower shall prepay the outstanding amount of all principal and accrued interest through the prepayment date and the Prepayment Charge upon the occurrence of a Change in Control or any other prepayment hereunder. Notwithstanding the foregoing, Agent and the Lenders agree to waive the Prepayment Charge if Agent and the Lenders (in their sole and absolute discretion) agree in writing to refinance the Advances prior to the Seventh (7th) Term Loan Year, the Yield Maintenance Amount, (ii) for any Prepayment Date occurring on or after the date set forth in clause (i) above, but prior to the eighth (8th) Loan Year, two percent (2.0%) of the amount of Principal Balance being prepaid on such Prepayment Date; and (iii) for any Prepayment Date occurring on or after the date set forth in clause (ii) above, but prior to the ninth (9th) Loan Year, one percent (1.0%) of the amount of Principal Balance being prepaid on such Prepayment Maturity Date. Thereafter, upon not less than thirty (30) days’ prior notice to Lender, Borrower may prepay the Loan and any other Any amounts then due and payable paid under this Agreement and other Loan Documents in whole but not in part, without Prepayment Fee. The Prepayment Fee Section shall be due and payable upon any acceleration or prepayment of the Loan, whether voluntary, involuntary, as a result of, or otherwise in connection with, a Creditors’ Rights Law proceeding or upon occurrence of an Event of Default, and Lender shall not be obligated to accept any prepayment unless it is accompanied by all accrued interest due under the Loan Documents and all other Obligations of Borrower due under the Loan Documents, together with an amount equal to the applicable Prepayment Fee. Such amounts may be applied by Lender Agent to the then unpaid amount of any Secured Obligations (including principal and interest) in such order and priority as Lender shall determine. The parties hereto acknowledge and agree that the damages that Xxxxxx would suffer as a result of the Loan being prepaid are difficult or impossible to ascertain and, therefore, agree that the aforesaid Prepayment Fee is a reasonable approximation of such damages and does not constitute a penalty. Xxxxxx is not obligated hereunder or under any of the other Loan Documents to re-advance to Borrower any sums prepaid by Xxxxxxxx, whether prepaid voluntarily or involuntarily. If for any reason Borrower prepays the Loan on a date other than a Payment Date, Borrower shall also pay to Lender, Agent may choose in addition to any other amounts required under this Section 2.3(d), all interest which would have accrued on the prepayment amount from the Prepayment Date until (but not including) the next succeeding Payment Dateits sole discretion.

Prepayment. Except as otherwise expressly stated The principal sum of this Note shall not be prepayable at any time, in Articles 2 whole or in part, prior to the period commencing six (6) months prior to the Maturity Date (the "Permitted Prepayment Period"). Provided no Event of Default exists from and 3 hereofafter the commencement of the Permitted Prepayment Period, upon the entire outstanding principal sum of this Note may be prepaid in whole, but not in part, on any Scheduled Payment Date upon: (i) not less than thirty (30) days and not more than forty-five (45) days prior written notice to Lender, Borrower may prepay the Loan and any other amounts then due and payable under this Agreement and other Loan Documents in whole but not in part, upon payment of a prepayment fee (the “"Prepayment Fee”Notice") equal to, as applicable, to Lender specifying the Scheduled Payment Date on which prepayment is to be made (i) for any the "Prepayment Date occurring prior to the Seventh (7th) Loan Year, the Yield Maintenance Amount, Date"); (ii) for any Prepayment Date occurring payment of all accrued and unpaid interest on or after the date set forth in clause (i) above, but prior outstanding principal balance of this Note to and including the eighth (8th) Loan Year, two percent (2.0%) of the amount of Principal Balance being prepaid on such Prepayment Date; and (iii) for any payment of all other sums then due under this Note, the Security Instruments and the Other Security Documents including, without limitation, payment in full of all principal, interest and all other sums due under the Related Note (defined below). If a Prepayment Date occurring on or after Notice is given by Borrower to Lender pursuant to this Article, the date set forth in clause (ii) above, but prior to the ninth (9th) Loan Year, one percent (1.0%) principal balance of this Note and each of the amount of Principal Balance being prepaid on such Prepayment Date. Thereafter, upon not less than thirty (30) days’ prior notice to Lender, Borrower may prepay Related Notes and the Loan and any other amounts then due and payable sums required under this Agreement and other Loan Documents in whole but not in part, without Prepayment Fee. The Prepayment Fee Article shall be due and payable upon any acceleration or prepayment of on the Loan, whether voluntary, involuntary, as a result of, or otherwise in connection with, a Creditors’ Rights Law proceeding or upon occurrence of an Event of Default, and Prepayment Date. Lender shall not be obligated to accept any prepayment of the principal balance of this Note unless it is (i) made during the Permitted Prepayment Period, (ii) made in accordance with the terms of this Article, (iii) accompanied by all accrued interest sums due in connection therewith and with all sums due under the Loan Documents Related Notes, and all other Obligations of Borrower due under the Loan Documents, together with an amount equal (iv) made on a Scheduled Payment Date. Notwithstanding anything contained herein to the applicable Prepayment Fee. Such amounts may be applied by Lender in such order and priority as Lender shall determine. The parties hereto acknowledge and agree that the damages that Xxxxxx would suffer as a result contrary, provided no Event of the Loan being prepaid are difficult or impossible to ascertain and, therefore, agree that the aforesaid Prepayment Fee is a reasonable approximation of such damages and does not constitute a penalty. Xxxxxx is not obligated hereunder or under any of the other Loan Documents to re-advance to Borrower any sums prepaid by Xxxxxxxx, whether prepaid voluntarily or involuntarily. If for any reason Borrower prepays the Loan on a date other than a Payment Date, Borrower shall also pay to Lender, in addition to any other amounts required under this Section 2.3(d), all interest which would have accrued on the prepayment amount from the Prepayment Date until (but not including) the next succeeding Payment Date.Default

Prepayment. Except as otherwise expressly stated Subject to Holder’s Conversion Right, the Company may at any time and from time to time prepay the Note, in Articles 2 and 3 hereofwhole or in part (other than any Conversion Amount, if the Conversion Right is exercised by Holder), upon not less than thirty (30) days prior irrevocable notice to Lender, Borrower may prepay the Loan and any other amounts then due and payable under this Agreement and other Loan Documents in whole but not in part, upon payment of a prepayment fee (the “Prepayment Fee”) equal to, as applicable, (i) for any Prepayment Date occurring prior delivered to the Seventh Holder by not later than 11:00 a.m. at least five Business Days prior thereto, which notice shall specify the date of such prepayment. If any such notice is given, all outstanding Principal (7th) Loan Year, other than any Principal related to the Yield Maintenance Conversion Amount, (iiif the Conversion Right is exercised by Holder) for any Prepayment Date occurring on or after the date set forth in clause (i) above, but prior to the eighth (8th) Loan Year, two percent (2.0%) of the amount of Principal Balance being prepaid on such Prepayment Date; and (iii) for any Prepayment Date occurring on or after the date set forth in clause (ii) above, but prior to the ninth (9th) Loan Year, one percent (1.0%) of the amount of Principal Balance being prepaid on such Prepayment Date. Thereafter, upon not less than thirty (30) days’ prior notice to Lender, Borrower may prepay the Loan and any other amounts then due and payable under this Agreement and other Loan Documents in whole but not in part, without Prepayment Fee. The Prepayment Fee shall be due and payable upon any acceleration or prepayment of on the Loan, whether voluntary, involuntary, as a result of, or otherwise in connection with, a Creditors’ Rights Law proceeding or upon occurrence of an Event of Default, and Lender shall not be obligated to accept any prepayment unless it is accompanied by all accrued interest due under the Loan Documents and all other Obligations of Borrower due under the Loan Documentsdate specified therein, together with an accrued interest to such date on the amount prepaid and all Late Fees, if any. If this Note is prepaid through any prepayments, Holder shall be paid a prepayment premium equal to 1% of the applicable Prepayment Fee. Such amounts may be applied by Lender in such order and priority as Lender shall determineaggregate amount of the outstanding Principal so prepaid. The parties hereto acknowledge and agree that in the damages that Xxxxxx would suffer as a result event of the Loan being prepaid are Company’s prepayment of any portion of the Note under this Section 12, the Holder’s damages would be uncertain and difficult or impossible to ascertain andestimate because of the parties’ inability to predict future interest rates and the uncertainty of the availability of a suitable substitute investment opportunity for the Holder. Accordingly, thereforeany redemption premium due under this Section 12 is intended by the parties to be, agree that the aforesaid Prepayment Fee is and shall be deemed, a reasonable approximation estimate of such damages the Holder’s actual loss of its investment opportunity and does not constitute as a penalty. Xxxxxx Notwithstanding the foregoing, in the event that pursuant to the Stock Purchase Agreement, the Original Principal Amount is not obligated reduced, but such reduction is determined after the Company has made payments of Principal or Interest hereunder, the amounts due hereunder or under by the Company shall be recalculated taking into account the reduction in the Original Principal Amount, and in the event Company has made any payments in excess of the other Loan Documents to re-advance to Borrower any sums prepaid by Xxxxxxxx, whether prepaid voluntarily or involuntarily. If for any reason Borrower prepays the Loan on a date other than a Payment Date, Borrower shall also pay to Lender, in addition to any other amounts required under this Section 2.3(d), all interest which would have accrued on been required hereunder had the prepayment Original Principal Amount been so reduced prior to making such payments, the amount from the Prepayment Date until (but not including) the next succeeding Payment Dateof such excess shall be treated as prepayments, and no penalties or premiums shall be due or charged with respect to such prepayments.

Prepayment. Except (a) "Lease Year" as otherwise expressly stated in Articles 2 and 3 hereof, upon used below shall be calculated from anniversary date to anniversary date of the applicable Schedule. Lessee may not less than thirty voluntarily prepay all or any portion of any Schedule unless: (30a) Lessor has received at least ninety (90) days prior written notice of a specific prepayment date; (b) The prepayment is made only on a date where a payment is regularly scheduled and due on the Schedule;(c) Lessee is prepaying the full amount of the Schedule and all accrued and unpaid interest to Lender, Borrower may prepay the Loan and any other amounts then due and payable date of such prepayment; (d)Lessee is not in default under this Agreement Schedule or other related lease documents; and other Loan Documents (e) Lessee is paying to Lessor along with such prepayment a prepayment premium fee equal to a percentage of the remaining principal balance of the Schedule as follows: Schedules may be prepaid at any time in whole whole, but not in part, upon payment at a price equal to 102% of the then outstanding balance, plus accrued interest. The prepayment premium is assessed as a liquidated damage fee assessed as compensation for breakage costs, the costs of making funds available to Lessee, internal costs and losses and the like and not as a penalty. All prepayment fee (premiums assessed hereunder shall be included in the “Prepayment Fee”) equal toobligations or indebtedness, as applicable, (i) for under the other related lease documents. Lessee acknowledges and agrees that any Prepayment Date occurring prior involuntary prepayment hereunder, whether due to acceleration or otherwise, shall be subject to the Seventh (7th) Loan Yearapplicable prepayment premium assessed hereunder. Upon the prepayment in whole of the principal amount by Lessee, including the satisfaction by Lessee of all of the prepayment conditions listed herein, the Yield Maintenance Amount, (ii) for any Prepayment Date occurring on or after the date set forth in clause (i) above, but prior Lease with respect to the eighth (8th) Loan Yearsuch Equipment shall terminate, two percent (2.0%) of the amount of Principal Balance being prepaid on such Prepayment Date; and (iii) for any Prepayment Date occurring on or after the date set forth in clause (ii) above, but prior to the ninth (9th) Loan Year, one percent (1.0%) of the amount of Principal Balance being prepaid on such Prepayment Date. Thereafter, upon not less than thirty (30) days’ prior notice to Lender, Borrower may prepay the Loan and any other amounts then due and payable under this Agreement and other Loan Documents in whole but not in part, without Prepayment Fee. The Prepayment Fee Lessee shall be due and payable upon any acceleration or prepayment of the Loanentitled to such Equipment, whether voluntary“AS-IS,” “WHERE-IS,” WITHOUT WARRANTIES, involuntaryEXPRESS OR IMPLIED, as a result ofINCLUDING WARRANTIES OF MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE OR FITNESS FOR THE USE CONTEMPLATED BY LESSEE, or otherwise in connection with, a Creditors’ Rights Law proceeding or upon occurrence of an Event of Default, and Lender except that such Equipment shall not be obligated subject to accept any prepayment unless it is accompanied lien or encumbrance created by all accrued interest or arising through Lessor. In the event that Lessor exercises its right pursuant to this Agreement to declare the unpaid principal balance of a Lease to be immediately due under the Loan Documents and all other Obligations of Borrower due under the Loan Documentspayable, together with an amount equal to the applicable Prepayment Fee. Such amounts may be applied by Lender in such order and priority as Lender shall determine. The parties hereto acknowledge and agree that the damages that Xxxxxx would suffer as a result of the Loan being prepaid are difficult or impossible to ascertain and, therefore, agree that the aforesaid Prepayment Fee is a reasonable approximation of such damages and does not constitute a penalty. Xxxxxx is not obligated hereunder or under any of the other Loan Documents to re-advance to Borrower any sums prepaid by Xxxxxxxx, whether prepaid voluntarily or involuntarily. If for any reason Borrower prepays the Loan on a date other than a Payment Date, Borrower shall also pay to Lenderthen, in addition to any all of the other rights and remedies available to Lessor under this Agreement, Lessee shall be immediately obligated to pay to Lessor the Prepayment Fee with respect to the entire unpaid principal balance of such Lease. For purposes of computing the Prepayment Fee which is due following such a declaration, the "Prepayment Date" shall be the date of such declaration or another date selected by Lessor, in its discretion, which is after the date of such declaration and on, or before, the date on which the unpaid principal balance of such Lease, all accrued interest thereon and all other amounts required under this Section 2.3(d)due thereunder have been paid in full. In the event of any involuntary prepayment, all other than an involuntary prepayment governed by the prior paragraph, the Lessee shall be obligated to pay to Lessor, simultaneously with such involuntary prepayment, (i) the interest which would have accrued on the amount so prepaid accrued through and including the date of prepayment and (ii) a Prepayment Fee in the amount from determined pursuant to this Agreement. For purposes of computing the Prepayment Fee with respect to prepayments made pursuant to this paragraph, the Prepayment Date until (but not including) shall be the next succeeding Payment Datedate on which such involuntary prepayment is actually received by Lessor.

Prepayment. Except as otherwise expressly stated in Articles 2 If this Note bears interest at a floating or variable rate and 3 hereof, upon not less than thirty (30) days prior notice to Lenderno floor or minimum rate is specified, Borrower may prepay all or any portion of the Loan and principal balance of this Note at any other amounts then due and payable time, without premium or penalty. If not permitted under the preceding sentence, any prepayment of principal (including any principal repayment as a result of acceleration by Bank of this Agreement and other Loan Documents in whole but not in part, upon Note) shall require immediate payment to Bank of a prepayment fee (the “Prepayment Fee”) equal to, as applicable, (i) for any Prepayment Date occurring prior to the Seventh (7th) Loan Yearamount, if any, by which the Yield Maintenance Amount, (ii) for any Prepayment Date occurring aggregate present value of scheduled principal and interest payments eliminated by the prepayment exceeds the principal amount being prepaid. Said present value shall be calculated by application of a discount rate determined by Bank in its reasonable judgment to be the yield-to-maturity at the time of prepayment on or after U. S. Treasury securities having a maturity which most closely approximates the final maturity date set forth in clause (i) above, but prior to the eighth (8th) Loan Year, two percent (2.0%) of the principal balance then outstanding. Whether or not a prepayment fee is required hereunder, prepayments shall be applied to scheduled installments of principal in the inverse order of their maturity, shall be accompanied by payment of accrued interest on the principal amount of Principal Balance being prepaid on such Prepayment Date; and (iii) for any Prepayment Date occurring on or after the date set forth in clause (ii) aboveand, but prior to the ninth (9th) Loan Yearunless this Note has been accelerated by Bank, one percent (1.0%) of the amount of Principal Balance being prepaid on such Prepayment Date. Thereafter, upon not less than thirty (30) days’ prior notice to Lender, Borrower may prepay the Loan and any other amounts then due and payable under this Agreement and other Loan Documents in whole but not in part, without Prepayment Fee. The Prepayment Fee shall be due and payable upon any acceleration or prepayment of the Loan, whether voluntary, involuntary, as a result of, or otherwise in connection with, a Creditors’ Rights Law proceeding or upon occurrence of an Event of Default, and Lender shall not be obligated permitted in an amount less than the scheduled principal installment immediately prior to accept any prepayment unless it final maturity of the outstanding principal balance. YUASA-EXIDE, INC. By: /s/ Xxxxxxx X. Xxxxxxx ------------------------------------ Xxxxxxx X. Xxxxxxx, Pres. -Finance By: /s/ Xxxxxxx X. XxXxxxxxxxx ------------------------------------ Xxxxxxx X. XxXxxxxxxxx, Treasurer Date: 12/23/97 ---------------------------------- EXPLANATION AND WAIVER OF RIGHTS REGARDING CONFESSION OF JUDGMENT 1. On the date hereof, Yuasa-Exide, Inc. , a(an) corporation ---------------------- ---------------------- (the "Obligor") is accompanied by all accrued interest due under signing and delivering to CoreStates Bank, N.A. (the Loan Documents and all other "Bank") a [X] Promissory note in the principal sum of Ten Million & 00/100---- Dollars ------------------------ ($10,000,000.00) ---------------- [_] Guaranty of Obligations of Borrower due under ----------------------------------------------- [_] Other -------------------------------------------------------------------- (as the Loan Documents, together with an amount equal to the applicable Prepayment Fee. Such amounts same may be applied by Lender in such order and priority as Lender shall determinerenewed, modified, amended, extended, restated or replaced, whether one or more, the "Obligation"). The parties hereto acknowledge Obligor has been advised by the Bank (and agree by the Obligor's legal counsel, if applicable) that the damages Obligation contains a clause that Xxxxxx would suffer as a result of the Loan being prepaid are difficult or impossible to ascertain and, therefore, agree provides that the aforesaid Prepayment Fee is a reasonable approximation Bank may confess judgment against the Obligor. The Obligor has read the Obligation and clearly and specifically understands that by signing the Obligation which contains such confession of such damages and does not constitute a penalty. Xxxxxx is not obligated hereunder or under any of the other Loan Documents to re-advance to Borrower any sums prepaid by Xxxxxxxx, whether prepaid voluntarily or involuntarily. If for any reason Borrower prepays the Loan on a date other than a Payment Date, Borrower shall also pay to Lender, in addition to any other amounts required under this Section 2.3(d), all interest which would have accrued on the prepayment amount from the Prepayment Date until (but not including) the next succeeding Payment Date.judgment clause:

Prepayment. Except The Growth Capital Loans may be prepaid as otherwise expressly stated provided in Articles this Section 2 and 3 hereof, upon not less than thirty (30) days prior notice to Lender, only. Borrower may prepay the Loan and any other amounts then due and payable under this Agreement and other Loan Documents outstanding Growth Capital Loans in whole but not or in part, at any time upon no less than five (5) Business Days’ prior written notice to the Lenders, by tendering to each Lender a cash payment in respect of such Loans in an amount determined by such Lender equal to the sum of: (i) the outstanding principal amount of such Loans being prepaid, which such amount shall be in increments of Two Million Five Hundred Thousand Dollars ($2,500,000); (ii) the accrued and unpaid interest on such Loans as of the date of prepayment; (iii) the Prepayment Fee applicable to the principal amount of Loan being prepaid; and (iv)(x) in the case of a prepayment fee (the “Prepayment Fee”) equal to, as applicable, (i) for any Prepayment Date occurring prior to the Seventh (7th) Loan Yearin full, the Yield Maintenance AmountFinal Payment (less any amount of the Final Payment prepaid pursuant to Part 2, Section 2(iv)(y) below in connection with any partial prepayment of the Loans), and (iiy) for in the case of any Prepayment Date occurring on or after partial prepayment, a portion of the date set forth Final Payment in clause (i) above, but prior an amount equal to the eighth (8th) Loan Year, two three and one-half of one percent (2.03.50%) of the principal amount of Principal Balance Loans being prepaid on prepaid; provided that, if a Lender has not yet exercised its rights under Section 3(d) hereof, Borrower shall provide written notice of prepayment at least five (5) Business Days in advance of the proposed prepayment date and such Prepayment Date; and (iii) for any Prepayment Date occurring on or after Lender shall have the date set forth in clause (ii) aboveoption, but prior with respect to the ninth Conversion Option, to exercise its rights pursuant to Section 3(d) hereof by delivering written notice to Borrower at least two (9th2) Loan Year, one percent (1.0%) Business Days in advance of the amount proposed prepayment date. Any notice of Principal Balance being prepaid on such Prepayment Date. Thereafter, upon not less than thirty (30) days’ prior notice to Lender, Borrower may prepay the Loan and any other amounts then due and payable under this Agreement and other Loan Documents in whole but not in part, without Prepayment Fee. The Prepayment Fee shall be due and payable upon any acceleration or prepayment of the Loan, whether voluntary, involuntary, as a result of, or otherwise Growth Capital Loans in connection with, a Creditors’ Rights Law proceeding or upon occurrence of an Event of Default, and Lender shall not be obligated whole pursuant to accept any prepayment unless it is accompanied by all accrued interest due under the Loan Documents and all other Obligations of Borrower due under the Loan Documents, together with an amount equal to the applicable Prepayment Fee. Such amounts this Section 1(d) may be applied by Lender in revocable if such order and priority as Lender shall determine. The parties hereto acknowledge and agree prepayment is expressly conditioned upon the consummation of a specified transaction that the damages that Xxxxxx would suffer as a result of the Loan being prepaid are difficult or impossible fails to ascertain and, therefore, agree that the aforesaid Prepayment Fee is a reasonable approximation of such damages and does not constitute a penalty. Xxxxxx is not obligated hereunder or under any of the other Loan Documents to re-advance to Borrower any sums prepaid by Xxxxxxxx, whether prepaid voluntarily or involuntarily. If for any reason Borrower prepays the Loan on a date other than a Payment Date, Borrower shall also pay to Lender, in addition to any other amounts required under this Section 2.3(d), all interest which would have accrued close on the proposed prepayment amount from the Prepayment Date until (but not including) the next succeeding Payment Datedate.

Prepayment. Except (a) Borrower may not prepay the Loan, in whole or in part, except as otherwise expressly stated provided in Articles 2 Section 4.3(b) and 3 hereof4.3(c) below and except that (i) upon a Lightstone Property Sale, upon or (ii) the Taking of a Lightstone Property in whole or in substantial part, Borrower shall prepay the portion of the Loan set forth in Exhibit C annexed hereto opposite the name of each of the Lightstone Properties or so much of such portion as has not less been prepaid previously and, in the case of a Lightstone Property Sale, simultaneously shall pay to Lender an Exit Fee computed as provided in Section 4.3(d) unless payment of said Exit Fee shall be deemed waived by Lender as provided in Section 4.3(d). A Lightstone Property shall be deemed to have been Taken in substantial part if the portion thereof remaining after the Taking cannot practically and economically be restored so as to be suitable for the use to which the Lightstone Property in question was being put at the time of the Taking. Notwithstanding anything to the contrary contained in this Section 4.3(a), in no event shall Borrower be obligated to prepay more than thirty the then outstanding principal balance under the Loan. (30b) days prior notice to Lender, Borrower may prepay the Loan and any other amounts then due and payable under this Agreement and other Loan Documents Loan, in whole but not in part, upon payment of a prepayment fee (the “Prepayment Fee”) equal to, as applicable, (i) for or at any Prepayment Date occurring prior to the Seventh (7th) Loan Year, the Yield Maintenance Amount, (ii) for any Prepayment Date occurring on or time after the date set forth in clause (i) above, but prior to the eighth (8th) Loan Year, two percent (2.0%) repayment of the amount of Principal Balance being prepaid First Mortgage on such Prepayment Date; its original or any extended maturity date upon at least forty-five (45) days notice to Lender and (iii) for any Prepayment Date occurring on or after the date set forth in clause (ii) above, but prior payment to the ninth (9th) Loan Year, one percent (1.0%) Lender of the amount of Principal Balance being prepaid on Exit Fee computed as provided in Section 4.3(d) simultaneously with such Prepayment Dateprepayment. Thereafter, upon not less than thirty (30c) days’ prior notice to Lender, Borrower may prepay the Loan and any other amounts then due and payable under this Agreement and other Loan Documents Loan, in whole but not in part, without Prepayment Fee. The Prepayment Fee upon at least forty-five (45) days prior notice to Lender if (i) none of Sxxxxx Xxxxxx, Jxxxxxx Xxxxxx and Txxxxx Xxxxxxx are then executive officers of Lender, and (ii) Borrower shall be due and payable upon any acceleration or make payment to Lender, simultaneously with prepayment of the Loan, whether voluntary, involuntary, as a result of, or otherwise in connection with, a Creditors’ Rights Law proceeding or upon occurrence of an Event of Default, and Lender shall not be obligated to accept any prepayment unless it is accompanied by all accrued interest due under and unpaid Interest and the Loan Documents and all other Obligations of Borrower due under the Loan DocumentsExit Fee computed as provided in Section 4.3(d). (d) Whenever any Principal is repaid by Borrower, together with an amount equal to the applicable Prepayment Fee. Such amounts may be applied by Lender in such order and priority as Lender shall determine. The parties hereto acknowledge and agree that the damages that Xxxxxx would suffer as a result of the Loan being prepaid are difficult or impossible to ascertain and, therefore, agree that the aforesaid Prepayment Fee is a reasonable approximation of such damages and does not constitute a penalty. Xxxxxx is not obligated hereunder or under any of the other Loan Documents to re-advance to Borrower any sums prepaid by Xxxxxxxx, whether prepaid voluntarily or involuntarily. If for any reason Borrower prepays the Loan on a date other than a Payment Datewhatsoever, Borrower shall also pay to Lender, in addition to the Principal so paid, and any other amounts required under this Section 2.3(d), all interest which would have accrued on the prepayment amount from the Prepayment Date until (but not including) the next succeeding Payment Date.and unpaid Interest

Prepayment. Except as otherwise expressly stated (A) Limitation on Prepayment; Prepayment Consideration Due on --------------------------------------------------------- Acceleration. Borrower may prepay the Loan in Articles 2 and 3 hereofwhole or part at any time; ------------ provided, upon not less than thirty however, that if any such prepayment occurs prior to the first (301/st/) days prior notice to Lenderanniversary of the First Payment Date such prepayment must be accompanied by payment of Prepayment Consideration. Thereafter, Borrower may prepay the Loan and any other amounts then due and payable under this Agreement and other Loan Documents in whole but not or in part, upon without payment of a prepayment fee (the “Prepayment Fee”) equal toConsideration, as applicableprovided that, in any case, (i) for any Prepayment Date occurring Borrower shall provide to Lender not less than ten (10) Business Days prior to written notice of such prepayment (or five (5) Business Days in the Seventh (7th) Loan Year, the Yield Maintenance Amountcase of a prepayment in connection with a Defaulted Property Release), (ii) for any Prepayment Date occurring on or after the date set forth in clause (i) above, but prior to the eighth (8th) Loan Year, two percent (2.0%) of the amount of Principal Balance being prepaid on together with such Prepayment Date; and (iii) for any Prepayment Date occurring on or after the date set forth in clause (ii) above, but prior to the ninth (9th) Loan Year, one percent (1.0%) of the amount of Principal Balance being prepaid on such Prepayment Date. Thereafter, upon not less than thirty (30) days’ prior notice to Lender, prepayment Borrower may prepay the Loan and any other amounts then due and payable under this Agreement and other Loan Documents in whole but not in part, without Prepayment Fee. The Prepayment Fee also shall be due and payable upon any acceleration or prepayment of the Loan, whether voluntary, involuntary, as a result of, or otherwise in connection with, a Creditors’ Rights Law proceeding or upon occurrence of an Event of Default, and Lender shall not be obligated to accept any prepayment unless it is accompanied by pay all accrued and unpaid interest due under the Loan Documents and all other Obligations (or Obligations then due in the case of Borrower due under the Loan Documentsa partial prepayment), together with an amount equal to the applicable Prepayment Fee. Such amounts may be applied by Lender in (iii) if such order and priority as Lender shall determine. The parties hereto acknowledge and agree that the damages that Xxxxxx would suffer as a result of the Loan being prepaid are difficult or impossible to ascertain and, therefore, agree that the aforesaid Prepayment Fee is a reasonable approximation of such damages and does not constitute a penalty. Xxxxxx is not obligated hereunder or under prepayment occurs on any of the other Loan Documents to re-advance to Borrower any sums prepaid by Xxxxxxxx, whether prepaid voluntarily or involuntarily. If for any reason Borrower prepays the Loan on a date day other than a Payment Date, then together therewith Borrower also shall also pay to Lender, in addition to any other amounts required under this Section 2.3(d), all Lender the amount of interest which that would have accrued on the amount being prepaid from and including the date of prepayment amount from to the Prepayment Date until end of such Interest Accrual Period (but not including) and all such amounts shall be held by Lender in the Debt Service Payment Sub-Account and applied to payment of the Obligations on the next succeeding Payment Date) and (iv) no partial prepayment shall be in an amount less than $1,000,000. Notwithstanding the foregoing, whether before or after the first (1/st/) anniversary of the First Payment Date, Borrower may prepay a portion of the Loan in connection with the Release of one or more of the Properties in accordance with the terms and conditions of Section 11.4.

Prepayment. Except as otherwise expressly stated in Articles 2 and 3 hereof, upon not less than thirty (30) days prior notice to LenderAt its option, Borrower may prepay all, or a portion of the Loan outstanding Advances by paying the entire principal balance (or such portion thereof), all accrued and any other amounts then due and payable under this Agreement and other Loan Documents in whole but not in partunpaid interest thereon, upon payment of together with a prepayment fee (the “Prepayment Fee”) charge equal to, as applicable, (i) for any Prepayment Date occurring prior to the Seventh following percentage of the Advance amount being prepaid: with respect to each Advance, if such Advance amounts are prepaid in any of the first twelve (7th12) Loan Yearmonths following the Closing Date, two and one-half percent (2.50%); after twelve (12) months following the Yield Maintenance Amount, (ii) for any Prepayment Closing Date occurring on or after the date set forth in clause (i) above, but prior to twenty four (24) months following the eighth (8th) Loan YearClosing Date, two one and one-half percent (2.01.50%) of the amount of Principal Balance being prepaid on such Prepayment Date); and (iii) for any Prepayment Date occurring on or after the date set forth in clause (ii) above, thereafter but prior to and excluding the ninth (9th) Term Loan YearMaturity Date, one percent (1.01.00%) of (each, a “Prepayment Charge”). If at any time Borrower elects to make a prepayment, and at such time, there are outstanding Advances under multiple Tranches, the Prepayment Charge shall be determined by applying the amount of Principal Balance being prepaid such prepayment in the following order: first, to the outstanding principal amount (and accrued but unpaid interest thereon) of Advances outstanding under the Tranche with the latest initial funding date; second, to the outstanding principal amount (and accrued but unpaid interest thereon) of Advances outstanding under the Tranche with the next latest initial funding date and so on such until the entire principal balance of all Advances made hereunder (and all accrued but unpaid interest thereon) is paid in full. Xxxxxxxx agrees that the Prepayment DateCharge is a reasonable calculation of the Lenders’ lost profits in view of the difficulties and impracticality of determining actual damages resulting from an early repayment of the Advances. Thereafter, upon not less than thirty (30) days’ prior notice to Lender, Borrower may shall prepay the Loan outstanding amount of all principal and accrued interest through the prepayment date and the Prepayment Charge upon the occurrence of a Change in Control or any other prepayment hereunder. Any amounts paid under this Section shall be applied by Agent to the then unpaid amount of any Secured Obligations (including principal and interest) pro rata to all scheduled amounts owed. For the avoidance of doubt, if a payment hereunder becomes due and payable under this Agreement and other Loan Documents in whole but on a day that is not in parta Business Day, without Prepayment Fee. The Prepayment Fee the due date thereof shall be due and payable upon any acceleration or prepayment of the Loan, whether voluntary, involuntary, as a result of, or otherwise in connection with, a Creditors’ Rights Law proceeding or upon occurrence of an Event of Default, and Lender shall not be obligated to accept any prepayment unless it is accompanied by all accrued interest due under the Loan Documents and all other Obligations of Borrower due under the Loan Documents, together with an amount equal to the applicable Prepayment Feeimmediately preceding Business Day. Such amounts may be applied by Lender in such order and priority as Lender shall determine. The parties hereto acknowledge and agree that the damages that Xxxxxx would suffer as a result of the Loan being prepaid are difficult or impossible to ascertain and, therefore, agree that the aforesaid Prepayment Fee is a reasonable approximation of such damages and does not constitute a penalty. Xxxxxx is not obligated hereunder or under any of the other Loan Documents to reWEST\298100232.6 |US-advance to Borrower any sums prepaid by Xxxxxxxx, whether prepaid voluntarily or involuntarily. If for any reason Borrower prepays the Loan on a date other than a Payment Date, Borrower shall also pay to Lender, in addition to any other amounts required under this Section 2.3(d), all interest which would have accrued on the prepayment amount from the Prepayment Date until (but not including) the next succeeding Payment Date.DOCS\138581207.1138581207.7||

Prepayment. Except as otherwise expressly stated in Articles 2 In consideration of Borrower's agreement to pay the prepayment indemnity required by Section I.8 and 3 hereof, upon not less than thirty (30) days prior notice to Lenderthe prepayment fee required by this Section, Borrower may prepay the Loan and Notes for any other amounts then due and payable under this Agreement and other Loan Documents Series Loan, in whole but not or in part, upon payment of at any time without premium or penalty except that each prepayment shall be accompanied by: (a) a prepayment fee (the “Prepayment Fee”) equal to, as applicable, : (i) for any Prepayment Date occurring 1.25% of the amount prepaid if such prepayment occurs prior to the Seventh (7th) Conversion Date or in the first Loan Year, the Yield Maintenance Amount, Year for such Series Loan; (ii) for any Prepayment Date occurring on or after the date set forth in clause (i) above, but prior to the eighth (8th) Loan Year, two percent (2.0%) 1.00% of the amount prepaid if such prepayment occurs in the second Loan Year for such Series Loan; (iii) 0.75% of Principal Balance being the amount prepaid on if such Prepayment Dateprepayment occurs in the third Loan Year for such Series Loan; (iv) 0.50% of the amount prepaid if such prepayment occurs in the fourth Loan Year for such Series Loan; or (v) 0.25% of the amount prepaid if such prepayment occurs in the fifth Loan Year for such Series Loan; provided, however, that no prepayment fee under this subsection (a) shall be required with respect to any prepayment made by the Borrower from the proceeds of a capital contribution made to the Borrower by LTF immediately following LTF's receipt of proceeds from an initial public offering of equity securities by LTF; (b) each prepayment shall be accompanied by the amount, if any, required by Section I.8.; and (iiic) for no prepayment may be made on any Series Loan unless Borrower contemporaneously prepays the outstanding principal balance of each other Series Loan, the Refinance Loan and the Xxxx Loan by the same Prepayment Date occurring on or after Percentage. Borrower shall give the Administrative Bank at least three (3) Business Days' prior written notice of the date set forth in clause (ii) above, but prior of any prepayment and the Administrative Bank shall give prompt notice to the ninth (9th) Primary Lenders for such Series Loan Year, one percent (1.0%) of any notice received by the Administrative Bank pursuant to this Section I.3. Any prepayment must be accompanied by accrued and unpaid interest on the amount prepaid. Each partial prepayment on any Series Loan shall be in the amount of Principal Balance being prepaid on such Prepayment Date. Thereafter, upon not less than thirty (30) days’ prior notice to Lender, Borrower may prepay the Loan $10,000.00 or an integral multiple thereof and any other amounts then due and payable under this Agreement and other Loan Documents in whole but not in part, without Prepayment Fee. The Prepayment Fee shall be applied against installments due and payable upon any acceleration on the Notes for such Series Loan in the inverse order of their maturities. Amounts paid or prepayment of the Loan, whether voluntary, involuntary, as a result of, or otherwise in connection with, a Creditors’ Rights Law proceeding or upon occurrence of an Event of Default, and Lender shall not be obligated to accept any prepayment unless it is accompanied by all accrued interest due under the Loan Documents and all other Obligations of Borrower due under the Loan Documents, together with an amount equal to the applicable Prepayment Fee. Such amounts may be applied by Lender in such order and priority as Lender shall determine. The parties hereto acknowledge and agree that the damages that Xxxxxx would suffer as a result of the Loan being prepaid are difficult or impossible to ascertain and, therefore, agree that the aforesaid Prepayment Fee is a reasonable approximation of such damages and does not constitute a penalty. Xxxxxx is not obligated hereunder or under any of the other Loan Documents to re-advance to Borrower any sums prepaid by Xxxxxxxx, whether prepaid voluntarily or involuntarily. If for any reason Borrower prepays the Loan on a date other than a Payment Date, Borrower shall also pay to Lender, in addition to any other amounts required under this Section 2.3(d), all interest which would have accrued on the prepayment amount from the Prepayment Date until (but I.3. may not including) the next succeeding Payment Datebe reborrowed.

Prepayment. Except as otherwise expressly stated Notwithstanding anything to the contrary contained in Articles 2 this Note, at any time during the period beginning on the Issue Date and 3 hereof, upon not less than ending on the date which is thirty (30) days following the issue date, the Borrower shall have the right, exercisable on not less than three (3) Trading Days prior written notice to Lender, Borrower may the Holder of the Note to prepay the Loan outstanding Note (principal and any other amounts then due accrued interest), in full, in accordance with this Section 1.9. Any notice of prepayment hereunder (an “Optional Prepayment Notice”) shall be delivered to the Holder of the Note at its registered addresses and payable under this Agreement shall state: (1) that the Borrower is exercising its right to prepay the Note, and other Loan Documents in whole but (2) the date of prepayment which shall be not in part, upon payment more than three (3) Trading Days from the date of a the Optional Prepayment Notice. On the date fixed for prepayment fee (the “Optional Prepayment FeeDate”), the Borrower shall make payment of the Optional Prepayment Amount (as defined below) to or upon the order of the Holder as specified by the Holder in writing to the Borrower at least one (1) business day prior to the Optional Prepayment Date. If the Borrower exercises its right to prepay the Note, the Borrower shall make payment to the Holder of an amount in cash (the “Optional Prepayment Amount”) equal toto 115%, multiplied by the sum of: (w) the then outstanding principal amount of this Note plus (x) Default Interest, if any, on the amounts referred to in clauses (w) and (x) plus (y) any amounts owed to the Holder pursuant to Sections 1.3 and 1.4(g) hereof. If the Borrower delivers an Optional Prepayment Notice and fails to pay the Optional Prepayment Amount due to the Holder of the Note within two (2) business days following the Optional Prepayment Date, the Borrower shall forever forfeit its right to prepay the Note pursuant to this Section 1.9. Notwithstanding anything to the contrary contained in this Note, at any time during the period beginning on the date which is thirty-one (31) days following the issue date and ending on the date which is sixty (60) days following the issue date, the Borrower shall have the right, exercisable on not less than three (3) Trading Days prior written notice to the Holder of the Note to prepay the outstanding Note (principal and accrued interest), in full, in accordance with this Section 1.9. Any Optional Prepayment Notice shall be delivered to the Holder of the Note at its registered addresses and shall state: (1) that the Borrower is exercising its right to prepay the Note, and (2) the date of prepayment which shall be not more than three (3) Trading Days from the date of the Optional Prepayment Notice. On the Optional Prepayment Date, the Borrower shall make payment of the Second Optional Prepayment Amount (as applicable, defined below) to or upon the order of the Holder as specified by the Holder in writing to the Borrower at least one (i1) for any Prepayment Date occurring business day prior to the Seventh (7th) Loan YearOptional Prepayment Date. If the Borrower exercises its right to prepay the Note, the Yield Maintenance Borrower shall make payment to the Holder of an amount in cash (the “Second Optional Prepayment Amount”) equal to 120%, multiplied by the sum of: (iiw) for the then outstanding principal amount of this Note plus (x) Default Interest, if any, on the amounts referred to in clauses (w) and (x) plus (y) any amounts owed to the Holder pursuant to Sections 1.3 and 1.4(g) hereof. If the Borrower delivers an Optional Prepayment Date occurring Notice and fails to pay the Second Optional Prepayment Amount due to the Holder of the Note within two (2) business days following the Optional Prepayment Date, the Borrower shall forever forfeit its right to prepay the Note pursuant to this Section 1.9. Notwithstanding anything to the contrary contained in this Note, at any time during the period beginning on or after the date set forth which is sixty-one (61) days following the issue date and ending on the date which is ninety (90) days following the issue date, the Borrower shall have the right, exercisable on not less than three (3) Trading Days prior written notice to the Holder of the Note to prepay the outstanding Note (principal and accrued interest), in clause full, in accordance with this Section 1.9. Any Optional Prepayment Notice shall be delivered to the Holder of the Note at its registered addresses and shall state: (i1) abovethat the Borrower is exercising its right to prepay the Note, but and (2) the date of prepayment which shall be not more than three (3) Trading Days from the date of the Optional Prepayment Notice. On the Optional Prepayment Date, the Borrower shall make payment of the Third Optional Prepayment Amount (as defined below) to or upon the order of the Holder as specified by the Holder in writing to the Borrower at least one (1) business day prior to the eighth Optional Prepayment Date. If the Borrower exercises its right to prepay the Note, the Borrower shall make payment to the Holder of an amount in cash (8ththe “Third Optional Prepayment Amount”) Loan Yearequal to 123%, two percent multiplied by the sum of: (2.0%w) the then outstanding principal amount of this Note plus (x) Default Interest, if any, on the amounts referred to in clauses (w) and (x) plus (y) any amounts owed to the Holder pursuant to Sections 1.3 and 1.4(g) hereof. If the Borrower delivers an Optional Prepayment Notice and fails to pay the Optional Prepayment Amount due to the Holder of the amount of Principal Balance being prepaid on such Note within two (2) business days following the Optional Prepayment Date; , the Borrower shall forever forfeit its right to prepay the Note pursuant to this Section 1.9. Notwithstanding any to the contrary stated elsewhere herein, at any time during the period beginning on the date that is one ninety-one (91) day from the issue date and ending one hundred eighty (180) days following the issue date, the Borrower shall have the right, exercisable on not less than three (3) Trading Days prior written notice to the Holder of the Note to prepay the outstanding Note (principal and accrued interest), in full, in accordance with this Section 1.9. Any Optional Prepayment Notice shall be delivered to the Holder of the Note at its registered addresses and shall state: (1) that the Borrower is exercising its right to prepay the Note, and (iii2) for any Prepayment Date occurring on or after the date set forth of prepayment which shall be not more than three (3) Trading Days from the date of the Optional Prepayment Notice. On the Optional Prepayment Date, the Borrower shall make payment of the Fourth Optional Prepayment Amount (as defined below) to or upon the order of the Holder as specified by the Holder in clause writing to the Borrower at least one (ii1) above, but business day prior to the ninth (9th) Loan Year, one percent (1.0%) of the amount of Principal Balance being prepaid on such Optional Prepayment Date. Thereafter, upon not less than thirty (30) days’ prior notice If the Borrower exercises its right to Lender, Borrower may prepay the Loan Note, the Borrower shall make payment to the Holder of an amount in cash (the “Fourth Optional Prepayment Amount”) equal to 135%, multiplied by the sum of: (w) the then outstanding principal amount of this Note plus (x) Default Interest, if any, on the amounts referred to in clauses (w) and (x) plus (y) any other amounts then owed to the Holder pursuant to Sections 1.3 and 1.4(g) hereof. If the Borrower delivers an Optional Prepayment Notice and fails to pay the Optional Prepayment Amount due and payable under this Agreement and other Loan Documents in whole but not in part, without Prepayment Fee. The Prepayment Fee shall be due and payable upon any acceleration or prepayment to the Holder of the LoanNote within two (2) business days following the Optional Prepayment Date, whether voluntary, involuntary, as a result of, or otherwise in connection with, a Creditors’ Rights Law proceeding or upon occurrence the Borrower shall forever forfeit its right to prepay the Note pursuant to this Section 1.9. . After the expiration of an Event of Default, and Lender shall not be obligated to accept any prepayment unless it is accompanied by all accrued interest due under one hundred eighty (180) following the Loan Documents and all other Obligations of Borrower due under the Loan Documents, together with an amount equal to the applicable Prepayment Fee. Such amounts may be applied by Lender in such order and priority as Lender shall determine. The parties hereto acknowledge and agree that the damages that Xxxxxx would suffer as a result date of the Loan being prepaid are difficult or impossible to ascertain andNote, therefore, agree that the aforesaid Prepayment Fee is a reasonable approximation of such damages and does not constitute a penalty. Xxxxxx is not obligated hereunder or under any of the other Loan Documents to re-advance to Borrower any sums prepaid by Xxxxxxxx, whether prepaid voluntarily or involuntarily. If for any reason Borrower prepays the Loan on a date other than a Payment Date, Borrower shall also pay to Lender, in addition to any other amounts required under this Section 2.3(d), all interest which would have accrued on the prepayment amount from the Prepayment Date until (but not including) the next succeeding Payment Dateno right of prepayment.

Prepayment. Except At Borrower’s option, so long as otherwise expressly stated in Articles 2 an Event of Default has not occurred and 3 hereofis not continuing, upon Borrower shall have the option to prepay all, but not less than all, of Term Loan B, provided Borrower (a) provides written notice to Bank of its election to exercise to prepay Term Loan B at least thirty (30) days prior notice to Lendersuch prepayment, Borrower may prepay and (b) pays, on the date of the prepayment (i) all accrued and unpaid interest with respect to Term Loan and any other amounts then due and payable under this Agreement and other B through the date the prepayment is made; (ii) all unpaid principal with respect to Term Loan Documents in whole but not in part, upon payment of B; (iii) a prepayment fee equal to (the “Prepayment Fee”A) equal to, as applicable, (i) for any Prepayment Date occurring prior to the Seventh (7th) Loan Year, the Yield Maintenance Amount, (ii) for any Prepayment Date occurring on or after the date set forth in clause (i) above, but prior to the eighth (8th) Loan Year, two percent (2.02.00%) of the amount outstanding under Term Loan B at the time of Principal Balance being prepaid on such Prepayment Date; and prepayment if prepayment occurs sooner than twelve (iii12) for any Prepayment Date occurring on or after months from the date set forth in clause Term Loan B is made or (iiB) above, but prior to the ninth (9th) Loan Year, one percent (1.01.00%) of the amount outstanding under Term Loan B at the time of Principal Balance being prepaid on prepayment if prepayment occurs more than twelve (12) months from the date Term Loan B is made but not more than twenty-four (24) months from the date Term Loan B is made, (the “Term Loan Prepayment Fee”), and such Term Loan Prepayment Date. ThereafterFee shall bear interest until paid at a rate equal to the highest rate applicable to the Obligations; and (iv) all other sums, upon not less than thirty (30) days’ prior notice to Lenderif any, Borrower may prepay the Loan and any other amounts then that shall have become due and payable under hereunder with respect to this Agreement. Notwithstanding the foregoing, Bank agrees to waive the Term Loan Prepayment Fee if Bank agrees to refinance and redocument this Agreement and other Loan Documents in whole but not in part, without Prepayment Fee. The Prepayment Fee shall be due and payable upon any acceleration with Bank or prepayment under another division of the Loan, whether voluntary, involuntary, as a result of, or otherwise in connection with, a Creditors’ Rights Law proceeding or upon occurrence of an Event of Default, and Lender shall not be obligated to accept any prepayment unless it is accompanied by all accrued interest due under the Loan Documents and all other Obligations of Borrower due under the Loan Documents, together with an amount equal Bank prior to the applicable Prepayment Fee. Such amounts may be applied by Lender in such order and priority as Lender shall determine. The parties hereto acknowledge and agree that the damages that Xxxxxx would suffer as a result of the Term Loan being prepaid are difficult or impossible to ascertain and, therefore, agree that the aforesaid Prepayment Fee is a reasonable approximation of such damages and does not constitute a penalty. Xxxxxx is not obligated hereunder or under any of the other Loan Documents to re-advance to Borrower any sums prepaid by Xxxxxxxx, whether prepaid voluntarily or involuntarily. If for any reason Borrower prepays the Loan on a date other than a Payment B Maturity Date, Borrower shall also pay to Lender, in addition to any other amounts required under this Section 2.3(d), all interest which would have accrued on the prepayment amount from the Prepayment Date until (but not including) the next succeeding Payment Date.”

Prepayment. Except as otherwise expressly stated Prepayment of the Loan in Articles 2 and 3 hereoffull shall be permitted at any time during the term of the Loan without penalty, upon not less than thirty (30) and not greater than forty (40) days prior written notice to LenderLender specifying the date on which prepayment is to be made. Except as provided in Section 35 of the Mortgage, Borrower may prepay partial prepayments of the Loan shall not be permitted. Any such prepayment shall be credited, first, toward any Late Fees due hereunder, second, toward payment of any accrued and unpaid interest due hereunder at the Default Rate, third, toward payment of any accrued and unpaid interest due hereunder at the Note Rate, and, fourth, toward payment of principal; provided, however, that if any advances made by Xxxxxx under the terms of any instruments securing this Note have not been repaid, any payments made may, at the option of Xxxxxx, be applied, first, to repay such advances, and interest thereon, with the balance, if any, applied as set forth in the preceding sentence. Notwithstanding any other amounts provision contained herein, if prepayment of the Loan is funded from either a payment made pursuant to Section 35 of the Mortgage (as defined below) or the proceeds of any refinancing of the Loan pursuant to which Xxxxxx does not receive a contractually agreed upon sum for the arrangement thereof, then due and payable under this Agreement and other prepayment of the Loan Documents in whole but not in part, upon full shall be subject to payment by Borrower to Lender of a prepayment fee (the “Prepayment Fee”) premium equal to, as applicable, (i) for any Prepayment Date occurring prior to the Seventh (7th) Loan Year, the Yield Maintenance Amount, (ii) for any Prepayment Date occurring on or after the date set forth in clause (i) above, but prior to the eighth (8th) Loan Year, two one half of one percent (2.01/2%) of the amount original principal balance of Principal Balance being prepaid on such Prepayment Date; and (iii) for any Prepayment Date occurring on or after the date set forth in clause (ii) above, but prior this Note. unless Xxxxxx has elected not to the ninth (9th) Loan Year, one percent (1.0%) of the amount of Principal Balance being prepaid on such Prepayment Date. Thereafter, upon not less than thirty (30) days’ prior notice to Lender, Borrower may prepay refinance the Loan and any other amounts then due and payable under this Agreement and other Loan Documents in whole but not in partor such refinancing is provided by HUD, without Prepayment FeeFNMA or FHLMC. The Prepayment Fee shall be due and payable upon any acceleration or prepayment of the Loan, whether voluntary, involuntary, as a result of, or otherwise in connection with, a Creditors’ Rights Law proceeding or upon occurrence of an Event of Default, and Lender shall not be obligated to accept any prepayment unless it is accompanied by all accrued interest due under the Loan Documents and all other Obligations of Borrower due under the Loan Documents, together with an amount equal to the applicable Prepayment Fee. Such amounts may be applied by Lender in such order and priority as Lender shall determine. The parties hereto acknowledge and agree that the damages that Xxxxxx would suffer as a result of the Loan being prepaid are difficult or impossible to ascertain and, therefore, agree that the aforesaid Prepayment Fee is a reasonable approximation of such damages and does not constitute a penalty. Xxxxxx is not obligated hereunder or under any of the other Loan Documents to re-advance to Borrower any sums prepaid by Xxxxxxxx, whether prepaid voluntarily or involuntarily. If for any reason Borrower prepays the Loan on a date other than a Payment Date, Borrower shall also pay to Lender, in addition to any other amounts required under this Section 2.3(d), all interest which would have accrued on the prepayment amount from the Prepayment Date until (but not including) the next succeeding Payment Date.--------------- Initial

Prepayment. Except as otherwise expressly stated in Articles 2 and 3 hereof, upon not less than thirty Upon forty-five (3045) days prior written notice to LenderSecured Party, Borrower Debtor may prepay the Loan and any other amounts then due and payable under this Agreement and other Loan Documents in whole whole, but not in part, upon payment the then entire unpaid principal balance of any Note, together with all accrued and unpaid interest thereon to the date of such prepayment, provided that in addition to such prepayment, Debtor shall pay (i) any and all other sums then due under any of the Loan Documents, and (ii) a prepayment fee (the “Prepayment Fee”) as liquidated damages and not as a penalty, in a sum equal to, as applicable, (i) for any Prepayment Date occurring prior to the Seventh (7th) Loan Year, the Yield Maintenance Amount, (ii) for any Prepayment Date occurring on or after the date set forth in clause (i) above, but prior to the eighth (8th) Loan Year, two percent (2.0%) following percentages of the amount prepaid: 3% of Principal Balance being the amount prepaid on such Prepayment Date; and (iii) for any Prepayment Date occurring on or after prepayment during Loan Year 1; 2% of the date set forth amount prepaid for any prepayment during Loan Year 2; 1.5% of the amount prepaid for any prepayment during Loan Year 3; 0.75% of the amount prepaid for any prepayment during Loan Years 4, 5 and 6. The prepayment fee described in clause (ii) aboveabove shall also be due upon the acceleration of the maturity date of any Note following the occurrence of any Event of Default. As used herein, but prior "Loan Year" shall mean each twelve (12) consecutive months commencing on the date of the respective Note. Notwithstanding anything to the ninth contrary in this Section 3, if Debtor consummates a public offering of its debt securities or a public or private offering of its equity securities within twelve (9th12) Loan Yearmonths after the date hereof, one percent then, on the first scheduled payment date under the Additional Note immediately following consummation of the first such offering after the date of this Agreement, if requested by Secured Party, in its sole discretion, Debtor shall prepay the outstanding principal balance under the Additional Note with such prepayment to be in such amount as Secured Party shall request in its sole discretion, up to Two Million Dollars (1.0%$2,000,000) (the "Mandatory Prepayment"); provided, however, that the prepayment fee described in clause (ii) of the amount of Principal Balance being prepaid on such Prepayment Date. Thereafter, upon not less than thirty (30) days’ prior notice to Lender, Borrower may prepay the Loan and any other amounts then due and payable under this Agreement and other Loan Documents in whole but not in part, without Prepayment Fee. The Prepayment Fee shall be due and payable upon any acceleration or prepayment of the Loan, whether voluntary, involuntary, as a result of, or otherwise in connection with, a Creditors’ Rights Law proceeding or upon occurrence of an Event of Default, and Lender immediately preceding paragraph shall not be obligated to accept any prepayment unless it is accompanied by all accrued interest due under in connection with the Loan Documents and all other Obligations of Borrower due under the Loan Documents, together with an amount equal to the applicable Prepayment Fee. Such amounts may be applied by Lender in such order and priority as Lender shall determine. The parties hereto acknowledge and agree that the damages that Xxxxxx would suffer as a result of the Loan being prepaid are difficult or impossible to ascertain and, therefore, agree that the aforesaid Prepayment Fee is a reasonable approximation of such damages and does not constitute a penalty. Xxxxxx is not obligated hereunder or under any of the other Loan Documents to re-advance to Borrower any sums prepaid by Xxxxxxxx, whether prepaid voluntarily or involuntarily. If for any reason Borrower prepays the Loan on a date other than a Payment Date, Borrower shall also pay to Lender, in addition to any other amounts required under this Section 2.3(d), all interest which would have accrued on the prepayment amount from the Prepayment Date until (but not including) the next succeeding Payment DateMandatory Prepayment.

Prepayment. Except (a) So long as otherwise expressly stated in Articles 2 no Event of Default (as defined herein) or Repurchase Event (as defined herein) or Repurchase Event (as defined herein) shall have occurred and 3 hereofbe continuing, upon the Borrower shall have the right, exercisable on not less than thirty (30) 20 days prior or more than 25 days written notice to Lenderthe Holder, Borrower may at any time to prepay the Loan and any other amounts then due and payable under this Agreement and other Loan Documents Note in whole but or in any part of not less than $500,000 principal amount (or such lesser principal amount as shall remain unpaid at the time of exercise of such right), in part, upon accordance with this Section 1.1 by payment of the amount herein provided. Any notice of prepayment shall be delivered to the Holder at its registered address appearing on the records of the Borrower and shall state (1) that the Borrower is exercising its right to prepay all or a prepayment fee (portion of the “Prepayment Fee”) equal to, as applicableprincipal amount of this Note, (i2) the principal amount to be prepaid, (3) the date of prepayment and (4) that this Note must be surrendered by the Holder at or before the time the Prepayment Amount (as defined herein) is paid. On the date fixed for any prepayment or on such later date as the Holder shall surrender this Note to the Company in connection with such prepayment, the Borrower shall make payment of the Prepayment Date occurring Amount by wire transfer of immediately available funds to or upon the order of the Holder as specified by the Holder in writing to the Borrower at least one business day prior to the Seventh (7th) Loan Yearprepayment date. If the Borrower exercises its right to prepay all or a portion of this Note, the Yield Maintenance Amount, (ii) for any Prepayment Date occurring on or after the date set forth in clause (i) above, but prior Borrower shall make payment to the eighth (8th) Loan Year, two percent (2.0%) Holder of the amount of Principal Balance being prepaid on such Prepayment Date; and (iii) for any Prepayment Date occurring on or after the date set forth in clause (ii) above, but prior to the ninth (9th) Loan Year, one percent (1.0%) of the amount of Principal Balance being prepaid on such Prepayment Date. Thereafter, upon not less than thirty (30) days’ prior notice to Lender, Borrower may prepay the Loan and any other amounts then due and payable under this Agreement and other Loan Documents in whole but not in part, without Prepayment Fee. The Prepayment Fee shall be due and payable upon any acceleration or prepayment of the Loan, whether voluntary, involuntary, as a result of, or otherwise in connection with, a Creditors’ Rights Law proceeding or upon occurrence of an Event of Default, and Lender shall not be obligated to accept any prepayment unless it is accompanied by all accrued interest due under the Loan Documents and all other Obligations of Borrower due under the Loan Documents, together with an amount equal to the applicable Prepayment Fee. Such amounts may sum of (1) the sum of (A) the principal amount of this Note to be applied prepaid PLUS (B) accrued and unpaid interest on such principal amount to the date of prepayment PLUS (C) accrued and unpaid Default Interest, if any, on the amount referred to in the immediately preceding clause (B) at the rate provided in this Note to the date of prepayment PLUS (2) an amount equal to the product obtained by Lender multiplying (a) the sum stated in such order and priority as Lender shall determine. The parties hereto acknowledge and agree that the damages that Xxxxxx would suffer immediately preceding clause (1) TIMES (b) the quotient (expressed as a result percentage) obtained by dividing (x) the amount determined by subtracting from 100 percent the Applicable Percentage in effect on the date of prepayment BY (y) the Loan Applicable Percentage in effect on such prepayment date (such sum being referred to as the "Prepayment Amount"). Upon the prepayment of less than the entire unpaid principal amount of this Note, a new Note containing the same date and provisions as this Note shall be issued by the Borrower to the Holder for the principal balance of this Note which shall not have been prepaid. If notice of prepayment has been given as above provided, unless converted into Common Stock pursuant to the terms hereof, the Prepayment Amount shall become due and payable in respect of this Note or the portion hereof to be prepaid are difficult or impossible to ascertain shall become due and payable on the prepayment date and, therefore, agree that unless the aforesaid Prepayment Fee is a reasonable approximation Borrower shall default in the payment of such damages amounts when due, interest on this Note or portion of this Note to be so prepaid shall cease to accrue and does not constitute a penalty. Xxxxxx is not obligated this Note or the portion hereof to be so prepaid shall cease after the close of business on the business day next preceding the date fixed for prepayment to be convertible into Common Stock and the Holder shall have no further right in respect of this Note or the portion hereof to be so prepaid except the right to receive the amount due hereunder or under any in respect of the other Loan Documents to re-advance to Borrower any sums prepaid by Xxxxxxxx, whether prepaid voluntarily or involuntarilysuch prepayment. If for the Company shall fail to make payment in full of any reason Borrower prepays Prepayment Amount as and when due in accordance herewith and the Loan on a date other than a Payment Date, Borrower shall also pay to LenderCompany's notice of prepayment, in addition to any other amounts required under rights or remedies, the Holder shall have the right to convert the unpaid portion of this Section 2.3(d), all interest which would have accrued on Note and any such conversions shall be taken into account in determining the prepayment remaining amount from to be paid by the Prepayment Date until (but not including) the next succeeding Payment DateCompany by reason of such prepayment.

Prepayment. Except as otherwise expressly stated in Articles 2 and 3 hereof, upon not less than thirty (30) days prior notice Subject to Lenderthe provisions of this Section 4, Borrower may prepay the Loan and principal balance of this Note, in full at any other amounts then due and payable under this Agreement and other Loan Documents time or in whole but not in partpart from time to time, upon payment without fee, premium or penalty, provided that: (a) Lender shall have actually received from Borrower prior written notice of a prepayment fee (the “Prepayment Fee”) equal to, as applicable, (i) for any Prepayment Date occurring prior Xxxxxxxx's intent to the Seventh (7th) Loan Year, the Yield Maintenance Amountprepay, (ii) for any Prepayment Date occurring on or after the date set forth in clause (i) above, but prior to the eighth (8th) Loan Year, two percent (2.0%) of the amount of Principal Balance being principal which will be prepaid on such Prepayment Date; (the "Prepaid Principal"), and (iii) for any Prepayment Date occurring on or after the date set forth on which the prepayment will be made; (b) each prepayment shall be in clause (ii) above, but prior to the ninth (9th) Loan Year, one percent (1.0%) of the amount of Principal Balance being prepaid on such Prepayment Date. Thereafter$1,000 or a larger integral multiple of $1,000 (unless the prepayment retires the outstanding balance of this Note in full); and (c) each prepayment shall be in the amount of 100% of the Prepaid Principal, upon not less than thirty (30) days’ prior notice plus accrued unpaid interest thereon to Lenderthe date of prepayment, Borrower may prepay the Loan and plus any other amounts then sums which have become due and payable under this Agreement and other Loan Documents in whole but not in part, without Prepayment Fee. The Prepayment Fee shall be due and payable upon any acceleration or prepayment of the Loan, whether voluntary, involuntary, as a result of, or otherwise in connection with, a Creditors’ Rights Law proceeding or upon occurrence of an Event of Default, and to Lender shall not be obligated to accept any prepayment unless it is accompanied by all accrued interest due under the Loan Documents on or before the date of prepayment but have not been paid. In addition, the Borrower agrees to indemnify and all other Obligations reimburse the Lender and to hold the Lender harmless from any out-of-pocket loss, cost or expense which the Lender may incur due to (a) a default by the Borrower in payment when due of Borrower due under any required principal and/or interest payment, (b) the Loan Documents, together with an amount equal to the applicable Prepayment Fee. Such amounts may be applied by Lender in such order and priority as Lender shall determine. The parties hereto acknowledge and agree that the damages that Xxxxxx would suffer as a result failure of the Loan being prepaid are difficult or impossible Borrower to ascertain and, therefore, agree that make any prepayment after the aforesaid Prepayment Fee is a reasonable approximation Borrower has given notice of such damages and does not constitute intention to make such a penalty. Xxxxxx prepayment, and/or (c) the making by the Borrower of a prepayment on a day which is not obligated hereunder the last day of an Interest Period, including, without limitation, any such loss or under expense arising from the reemployment of funds obtained by the Lender to maintain all or any portion of the other Loan Documents loan evidenced by this Note or from fees payable to re-advance to Borrower any sums prepaid by Xxxxxxxx, whether prepaid voluntarily or involuntarily. If for any reason Borrower prepays terminate the Loan on a date other than a Payment Date, Borrower shall also pay to Lender, in addition to any other amounts required under this Section 2.3(d), all interest deposits from which would have accrued on the prepayment amount from the Prepayment Date until (but not including) the next succeeding Payment Datesuch funds were obtained.

Prepayment. Except as otherwise expressly stated in Articles 2 and 3 hereof, At its option upon not less than thirty at least seven (307) days Business Days prior written notice to LenderAgent, Borrower may prepay all, or a portion of the Loan outstanding Advances by paying the entire principal balance (or such portion thereof), all accrued and any other amounts then due and payable under this Agreement and other Loan Documents in whole but not in partunpaid interest thereon, upon payment of together with a prepayment fee (charge equal to the “Prepayment Fee”) equal to, as applicable, following percentage of the Advance amount being prepaid: (i) for with respect to each Advance made pursuant to Tranche 1 and Tranche 2, if such Advance amounts are prepaid in any of the first thirty-six (36) months following the Closing Date, 1.50%, and thereafter, 0.00%, and (ii) with respect to each Advance made pursuant to Tranche 3, Tranche 4, Tranche 5, or Tranche 6 after the Second Amendment Closing Date, if such Advance amounts are prepaid in any of the first thirty-six (36) months following the Second Amendment Closing Date, 1.50%, and thereafter, 0.00% (each, a “Prepayment Date occurring Charge”); provided that any partial prepayment shall be in minimum increments of principal in the amount of $5,000,000 (or such lesser amount as is then outstanding). If at any time Borrower elects to make a prepayment, and at such time, there are outstanding Advances under multiple Tranches, the Prepayment Charge shall be US-DOCS\132047445.10 determined by applying the amount of such prepayment in the following order: first, to the outstanding principal amount (and accrued but unpaid interest thereon) of Advances outstanding under the Tranche with the latest initial funding date; second, to the outstanding principal amount (and accrued but unpaid interest thereon) of Advances outstanding under the Tranche with the next latest initial funding date and so on until the entire principal balance of all Advances made hereunder (and all accrued but unpaid interest thereon) is paid in full. Xxxxxxxx agrees that the Prepayment Charge is a reasonable calculation of the Lenders’ lost profits in view of the difficulties and impracticality of determining actual damages resulting from an early repayment of the Advances. Borrower shall prepay the outstanding amount of all principal and accrued interest through the prepayment date and the Prepayment Charge upon the occurrence of a Change in Control or any other prepayment hereunder. Notwithstanding the foregoing, Agent and the Lenders agree to waive the Prepayment Charge if Agent and the Lenders (in their sole and absolute discretion) agree in writing to refinance the Advances prior to the Seventh (7th) Term Loan Year, the Yield Maintenance Amount, (ii) for any Prepayment Date occurring on or after the date set forth in clause (i) above, but prior to the eighth (8th) Loan Year, two percent (2.0%) of the amount of Principal Balance being prepaid on such Prepayment Date; and (iii) for any Prepayment Date occurring on or after the date set forth in clause (ii) above, but prior to the ninth (9th) Loan Year, one percent (1.0%) of the amount of Principal Balance being prepaid on such Prepayment Maturity Date. Thereafter, upon not less than thirty (30) days’ prior notice to Lender, Borrower may prepay the Loan and any other Any amounts then due and payable paid under this Agreement and other Loan Documents in whole but not in part, without Prepayment Fee. The Prepayment Fee Section shall be due and payable upon any acceleration or prepayment of the Loan, whether voluntary, involuntary, as a result of, or otherwise in connection with, a Creditors’ Rights Law proceeding or upon occurrence of an Event of Default, and Lender shall not be obligated to accept any prepayment unless it is accompanied by all accrued interest due under the Loan Documents and all other Obligations of Borrower due under the Loan Documents, together with an amount equal to the applicable Prepayment Fee. Such amounts may be applied by Lender Agent to the then unpaid amount of any Secured Obligations (including principal and interest) in such order and priority as Lender shall determine. The parties hereto acknowledge and agree that the damages that Xxxxxx would suffer as a result of the Loan being prepaid are difficult or impossible to ascertain and, therefore, agree that the aforesaid Prepayment Fee is a reasonable approximation of such damages and does not constitute a penalty. Xxxxxx is not obligated hereunder or under any of the other Loan Documents to re-advance to Borrower any sums prepaid by Xxxxxxxx, whether prepaid voluntarily or involuntarily. If for any reason Borrower prepays the Loan on a date other than a Payment Date, Borrower shall also pay to Lender, Agent may choose in addition to any other amounts required under this Section 2.3(d), all interest which would have accrued on the prepayment amount from the Prepayment Date until (but not including) the next succeeding Payment Dateits sole discretion.

Prepayment. Except as otherwise expressly stated in Articles 2 and 3 hereofOn any Basic Rent payment date during the Basic Term, upon Lessee may, provided that it has first given Lessor not less than thirty fifteen (3015) days prior days' advance written notice of its intention to Lenderdo so, Borrower may prepay the Loan and any other amounts then due and payable under this Agreement and other Loan Documents in whole whole, but not in part, upon payment of a prepayment fee (the “Prepayment Fee”) equal to, as applicable, (i) the entire unpaid balance of the Basic Rent for any Prepayment Date occurring prior then-remaining portion of the Basic Term, as discounted to the Seventh its then present value at a rate of six percent (7th6%) Loan Yearper annum, the Yield Maintenance Amount, PLUS (ii) the full EDS/XXXXXX - MASTER LEASE PURCHASE SCHEDULE amount of the Title Payment specified below, in each case together with any sales tax or similar amounts payable in respect thereof (the sum of the foregoing amounts, as of any relevant date, the "STIPULATED LOSS VALUE"); PROVIDED that, in the event that Lessee elects to make any such prepayment at any time after the third (3rd) anniversary of the Commencement Date, the Basic Rent amount payable (solely for purposes of this prepayment provision, and without affecting the computation of Stipulated Loss Value for any Prepayment Date occurring on or after other purpose at any time during the date set forth Term) shall be, in lieu of the amount computed in accordance with the preceding clause (i) aboveof this sentence, but prior the Basic Rent Prepayment Amount specified in ANNEX I hereto for the applicable month ending on the relevant prepayment date. Upon Lessor's receipt from Lessee of the entire amount of the Stipulated Loss Value (or, after the third (3rd) anniversary of the Commencement Date, such other amount as computed by virtue of the provisio to the eighth (8th) Loan Yearpreceding sentence), two percent (2.0%) provided that there is no unsatisfied obligation of Lessee in respect of the amount of Principal Balance being prepaid on such Prepayment Date; and (iii) for any Prepayment Date occurring on Facility under the Master Lease or after the date set forth in clause (ii) abovethis Schedule, but prior Lessor will transfer to Lessee title to the ninth (9th) Loan YearFacility free and clear of liens and encumbrances arising by, one percent (1.0%) through and under Lessor, subject only to Lessor's continuing security interest in the Facility, referred to in SECTION E of the amount this Schedule, in respect of Principal Balance being prepaid on such Prepayment Date. Thereafter, upon not less than thirty (30) days’ prior notice to Lender, Borrower may prepay the Loan and any other amounts then due and payable under this Agreement and other Loan Documents in whole but not in part, without Prepayment Fee. The Prepayment Fee shall be due and payable upon any acceleration or prepayment of the Loan, whether voluntary, involuntary, as a result of, or otherwise in connection with, a Creditors’ Rights Law proceeding or upon occurrence of an Event of Default, and Lender shall not be obligated to accept any prepayment unless it is accompanied by all accrued interest due under the Loan Documents and all other Obligations obligations (i.e., other than relating to the Facility) of Borrower due Lessee to Lessor then outstanding under the Loan Documents, together with an amount equal to the applicable Prepayment Fee. Such amounts may be applied by Lender in such order and priority as Lender shall determine. The parties hereto acknowledge and agree that the damages that Xxxxxx would suffer as a result of the Loan being prepaid are difficult or impossible to ascertain and, therefore, agree that the aforesaid Prepayment Fee is a reasonable approximation of such damages and does not constitute a penalty. Xxxxxx is not obligated hereunder or under any of the other Loan Documents to re-advance to Borrower any sums prepaid by Xxxxxxxx, whether prepaid voluntarily or involuntarily. If for any reason Borrower prepays the Loan on a date other than a Payment Date, Borrower shall also pay to Lender, in addition to any other amounts required under this Section 2.3(d), all interest which would have accrued on the prepayment amount from the Prepayment Date until (but not including) the next succeeding Payment DateMaster Lease.

Prepayment. Except as otherwise expressly stated in Articles 2 and 3 hereof, upon not less than thirty (30a) days prior notice to Lender, Borrower This Note may prepay the Loan and any other amounts then due and payable under this Agreement and other Loan Documents be prepaid in whole but not in part, upon payment part (except as otherwise specifically provided herein) at any time after the seventh (7th) anniversary of a prepayment fee the First Payment Date (the “Prepayment Fee”"Lock-out Expiration Date") equal to, as applicable, provided (i) for any Prepayment Date occurring written notice of such prepayment is received by Payee not more than ninety (90) days and not less than sixty (60) days prior to the Seventh (7th) Loan Year, the Yield Maintenance Amountdate of such prepayment, (ii) for any Prepayment Date occurring such prepayment is made on or after a Payment Date, (iii) such prepayment is accompanied by all interest accrued hereunder through and including the date set forth in clause (i) aboveof such prepayment and all other sums due hereunder or under the other Loan Documents, but prior to the eighth (8th) Loan Year, two percent (2.0%) of the amount of Principal Balance being prepaid on such Prepayment Date; and (iii) for any Prepayment if such prepayment occurs after the Lock-out Expiration Date occurring but on or before the date that is seventeen (17) years after the date set forth of this Note, Payee is paid a prepayment fee in clause (ii) above, but prior an amount equal to the ninth greater of (9thA) Loan Year, one percent (1.0%) of the principal amount being prepaid, and (B) the positive excess of Principal Balance being (1) the present value ("PV"), as of the date of such prepayment, of all future installments of principal and interest due under this Note absent any such prepayment including the principal amount due at maturity (collectively, "All Future Payments"), discounted at an interest rate per annum equal to the Treasury Constant Maturity Yield Index (as hereinafter defined) published during the second full week preceding the date on which such premium is payable for instruments having a maturity coterminous with the remaining term of this Note, over (2) the then outstanding principal balance hereof immediately before such prepayment [(PV of All Future Payments) - (principal balance at time of prepayment) = prepayment fee. "Treasury Constant Maturity Yield Index" shall mean the average yield for "This Week" as reported by the Federal Reserve Board in Federal Reserve Statistical Release H.15(519). If there is no Treasury Constant Maturity Yield Index for instruments having a maturity coterminous with the remaining term of this Note, then the index shall be equal to the weighted average yield to maturity of the Treasury Constant Maturity Yield Indices with maturities next longer and shorter than such remaining average life to maturity, calculated by averaging (and rounding upward to the nearest whole multiple of 1/100 of 1% per annum, if the average is not such a multiple) the yields of the relevant Treasury Constant Maturity Yield Indices (rounded, if necessary, to the nearest 1/100 of 1% with any figure of 1/200 of 1% or above rounded upward). In the event that any prepayment fee is due hereunder, Payee shall deliver to Maker a statement setting forth the amount and determination of the prepayment fee, and, provided that Payee shall have in good faith applied the formula described above, Maker shall not have the right to challenge the calculation or the method of calculation set forth in any such statement in the absence of manifest error, which calculation may be made by Payee on any day during the fifteen (15) day period preceding the date of such prepayment. Payee shall not be obligated or required to have actually reinvested the prepaid on such Prepayment Dateprincipal balance at the Treasury Constant Maturity Yield Index or otherwise as a condition to receiving the prepayment fee. ThereafterNo prepayment fee or premium shall be due or payable in connection with any prepayment of the indebtedness evidenced by this Note made after the date that is seventeen (17) years after the date of this Note. In addition to the aforesaid prepayment fee, if, upon any such permitted or required prepayment (whether prior to or after the date that is seventeen (17) years after the date of this Note), the aforesaid prior written notice has not less than been timely received by Payee, the prepayment fee shall be increased by, or if no prepayment fee is otherwise due, there shall be due a prepayment fee equal to, an amount equal to the lesser of (i) thirty (30) days’ prior notice to Lender, Borrower may prepay ' interest computed at the Loan Note Rate on the outstanding principal balance of this Note so prepaid and any other amounts then due and (ii) interest computed at the Note Rate on the outstanding principal balance of this Note so prepaid that would have been payable under this Agreement and other Loan Documents in whole but not in part, without Prepayment Fee. The Prepayment Fee shall be due and payable upon any acceleration or prepayment of for the Loan, whether voluntary, involuntary, as a result of, or otherwise in connection with, a Creditors’ Rights Law proceeding or upon occurrence of an Event of Defaultperiod from, and Lender shall including, the date of prepayment through the Maturity Date of this Note as though such prepayment had not be obligated to accept any prepayment unless it is accompanied by all accrued interest due under the Loan Documents and all other Obligations of Borrower due under the Loan Documents, together with an amount equal to the applicable Prepayment Fee. Such amounts may be applied by Lender in such order and priority as Lender shall determine. The parties hereto acknowledge and agree that the damages that Xxxxxx would suffer as a result of the Loan being prepaid are difficult or impossible to ascertain and, therefore, agree that the aforesaid Prepayment Fee is a reasonable approximation of such damages and does not constitute a penalty. Xxxxxx is not obligated hereunder or under any of the other Loan Documents to re-advance to Borrower any sums prepaid by Xxxxxxxx, whether prepaid voluntarily or involuntarily. If for any reason Borrower prepays the Loan on a date other than a Payment Date, Borrower shall also pay to Lender, in addition to any other amounts required under this Section 2.3(d), all interest which would have accrued on the prepayment amount from the Prepayment Date until (but not including) the next succeeding Payment Dateoccurred.

Prepayment. Except A prepayment fee (referred to herein as otherwise expressly stated the "Prepayment Fee") shall be paid to the Lender in Articles 2 the event that the Loan is prepaid (or shall become due and 3 hereofpayable) prior to the Maturity Date, upon not less than thirty (30) days prior notice whether such prepayment is voluntary or involuntary, including, without limitation, any prepayment which results from any default under any of the Loan Documents and an acceleration of the indebtedness due thereunder. The Borrower shall have the right, at any time during the Term, to Lender, Borrower may prepay the Loan entire outstanding principal balance of the Loan, provided, that, the Borrower furnishes the Lender with at least ninety (90) days' prior written notice of its intent to prepay (the "Prepayment Notice"), and provided, further, that the Borrower pays to the Lender (upon the specific date for prepayment which shall be identified in the Prepayment Notice), together with the entire outstanding principal balance of the Loan, all accrued and unpaid interest (including, without limitation, Additional Interest) and any other amounts then costs, charges and sums due and payable under this Agreement and all of the other Loan Documents Documents, a "Prepayment Fee" equal to (and defined herein as) the greater of: (A) the then present value discounted at the Current Rate (as hereinafter defined) of the difference between (I) the product of the Interest Rate then in effect, multiplied by the then outstanding principal balance of the Loan, multiplied by the remaining number of years (or fraction thereof) of the Term and (II) the product of the annual rate of interest (as of the date of prepayment) of actively traded marketable United States treasury securities bearing a fixed rate of interest adjusted for a constant maturity equal to the remaining number of years (rounded to the nearest whole but not in part, upon payment year) of a prepayment fee the Term (the “Prepayment Fee”"Current Rate"), multiplied by the then-outstanding principal balance of the Loan, multiplied by the remaining number of years (or fraction thereof) equal to, as applicable, of the Term; or (iB) for any Prepayment Date occurring prior to the Seventh (7th) Loan Year, the Yield Maintenance Amount, (ii) for any Prepayment Date occurring on or after the date set forth in clause (i) above, but prior to the eighth (8th) Loan Year, two one percent (2.01%) of the amount then outstanding principal balance of Principal Balance being prepaid on such Prepayment Date; and the Loan multiplied by the remaining number of years (iii) for any Prepayment Date occurring on or after the date set forth in clause (ii) above, but prior to the ninth (9th) Loan Year, one percent (1.0%fraction thereof) of the amount of Principal Balance being prepaid on such Prepayment Date. Thereafter, upon not less than thirty (30) days’ prior notice to Lender, Borrower may prepay the Loan and any other amounts then due and payable under this Agreement and other Loan Documents in whole but not in part, without Prepayment FeeTerm. The Prepayment Fee shall be paid without prejudice to the rights of the Lender to collect any amounts due to the Lender. The Borrower shall not be entitled to make any partial prepayments of principal at any time during the Term without the prior written consent of the Lender, which consent may be withheld in the Lender's sole and payable upon any acceleration or absolute discretion. Once given, the Prepayment Notice shall be irrevocable and the failure to make prepayment of the Loan, whether voluntary, involuntary, as a result of, or otherwise Loan in connection with, a Creditors’ Rights Law proceeding or upon occurrence of accordance with the Prepayment Notice shall be an Event of Default, and Lender shall not be obligated to accept any prepayment unless it is accompanied by all accrued interest due under the Loan Documents and all other Obligations of Borrower due under the Loan Documents, together with an amount equal to the applicable Prepayment Fee. Such amounts may be applied by Lender in such order and priority as Lender shall determine. The parties hereto acknowledge and agree that the damages that Xxxxxx would suffer as a result of the Loan being prepaid are difficult or impossible to ascertain and, therefore, agree that the aforesaid Prepayment Fee is a reasonable approximation of such damages and does not constitute a penalty. Xxxxxx is not obligated hereunder or under any of the other Loan Documents to re-advance to Borrower any sums prepaid by Xxxxxxxx, whether prepaid voluntarily or involuntarily. If for any reason Borrower prepays the Loan on a date other than a Payment Date, Borrower shall also pay to Lender, in addition to any other amounts required under this Section 2.3(d), all interest which would have accrued on the prepayment amount from the Prepayment Date until (but not including) the next succeeding Payment DateDefault hereunder.