Common use of Amendments to Notes Clause in Contracts

Amendments to Notes. Each of the Maker and the Holder hereby agree that each of the Notes shall be amended as follows: (a) The original principal amount of each Note shall be increased from Fifty-Nine Million Two Hundred Thousand Dollars ($59,200,000) to Sixty-Two Million Two Hundred Thousand Dollars ($62,200,000) plus accrued interest through September 30, 1997 equal to $12,304,808 and all references to such amounts contained in the Notes shall be amended accordingly. (b) The fourth full paragraph on the second page of each such Note shall be amended and restated in its entirety to read as follows: "Interest on the principal amount hereof shall be payable at the following times and in the following manner: The portion of the principal amount hereof constituting Additional Loans shall bear interest at a rate equal to twelve percent (12%) per annum plus any additional interest due to Holder under the Amended Additional Interest Agreement. The portion of the principal amount hereof not constituting Additional Loans shall bear interest at a rate equal to ten percent (10%) per annum plus any additional interest due to Holder under the Amended Additional Interest Agreement. Interest on the principal amount of the Loans shall be payable monthly, in arrears, on the first day of each month commencing with the month immediately following the date hereof out of the first funds available from the Property's cash flow (after the Maker pays necessary operating costs and its obligations with respect to the First Mortgage Loan and makes escrow payments for real estate taxes relating to the Property). Notwithstanding any other provision contained herein to the contrary, if at any time there is insufficient cash flow from the Property to pay all interest due hereunder, such unpaid interest shall accrue and shall be added to the principal amount of this Note and shall thereafter bear interest at a rate of ten percent (10%) per annum. Notwithstanding any of the foregoing to the contrary, all interest accrued or payable on this Notes shall be due and payable at maturity of this Note, whether upon acceleration or otherwise."

Amendments to Notes. Each (a) Subject to the satisfaction of the Maker conditions set forth in Section 4.6, the Amended and Restated Notes are hereby amended such that the Conversion Price with respect to fifty two percent (52%) of the Fully Accreted Existing Notes Principal (calculated as of the Second Restatement Closing Date) shall be $0.34. (i) The parties agree that, in the aggregate, the Conversion Price with respect to sixty seven percent (67%) of the Fully Accreted Existing Notes Principal has been amended under the terms of this Agreement and the Holder hereby agree that each Notes on or prior to the Second Restatement Closing Date, with fifty two percent (52%) being amended under Section 3.4(a), and fifteen percent (15%) having been amended in connection with the Tranche 4 Advance and Incremental Advances. (ii) Schedule 1.1(d) is amended and restated as set forth in Schedule 1.1(d) of the Disclosure Letter delivered by the Credit Parties on the Second Restatement Closing Date, and such schedule includes all amendments to the Conversion Price in Notes shall be prior to the Second Restatement Closing Date as well as the amendment to the Conversion Price set forth under this Section 3.4(a). (b) Clauses (a) and (b) of Section 3.3 of each Note are hereby amended and restated in their entirety as follows: (a) The original principal Interest due on any Interest Payment Date prior to July 2, 2021 shall accrue and may, at Borrower’s option upon written notice to Holder, either (i) be added to the Principal Amount, with such amount accruing Interest as part of each Note the Principal Amount of the Obligations, and such interest paid in kind shall be increased payable on the date that the remaining Principal Amount is due and payable pursuant thereto, or (ii) be paid in cash in arrears to the Holder, by wire transfer of immediately available funds to the account designated by Holder from Fifty-Nine Million Two Hundred Thousand Dollars ($59,200,000) time to Sixty-Two Million Two Hundred Thousand Dollars ($62,200,000) plus accrued interest through September 30, 1997 equal to $12,304,808 and all references to such amounts contained in the Notes shall be amended accordingly.time; and (b) The fourth full paragraph Interest due on the second page of each such Note any Interest Payment Date on or after July 2, 2021 shall be amended and restated in its entirety to read paid as follows: "(i) fifty percent (50%) of the Interest on the principal amount hereof then due shall be payable at paid in cash in arrears to the following times Holder, by wire transfer of immediately available funds to the account designated by Holder from time to time; and in the following manner: The portion (ii) fifty percent (50%) of the principal amount hereof constituting Additional Loans shall bear interest at a rate equal to twelve percent (12%) per annum plus any additional interest Interest then due to Holder under the Amended Additional Interest Agreement. The portion of the principal amount hereof not constituting Additional Loans shall bear interest at a rate equal to ten percent (10%) per annum plus any additional interest due to Holder under the Amended Additional Interest Agreement. Interest on the principal amount of the Loans shall be payable monthly, in arrears, on the first day of each month commencing with the month immediately following the date hereof out of the first funds available from the Property's cash flow (after the Maker pays necessary operating costs and its obligations with respect to the First Mortgage Loan and makes escrow payments for real estate taxes relating to the Property). Notwithstanding any other provision contained herein to the contrary, if at any time there is insufficient cash flow from the Property to pay all interest due hereunder, such unpaid interest shall accrue and shall be added to the principal Principal Amount, with such amount of this Note and shall thereafter bear interest at a rate of ten percent (10%) per annum. Notwithstanding any accruing Interest as part of the foregoing to Principal Amount of the contraryObligations, all and such interest accrued or paid in kind shall be payable on this Notes shall be the date that the remaining Principal Amount is due and payable at maturity pursuant thereto. (c) Notwithstanding Sections 3.3(a)-(b), if Code Section 280E reform is enacted with respect to the cannabis industry in a manner that would eliminate the additional tax burden placed on the Company and its Affiliates, then, effective immediately on the date any such reform goes into effect, (x) the Borrower shall not be permitted to pay Interest in kind by adding such Interest to the Principal Amount, and (y) Borrower shall pay all Interest accruing on and after such date in cash, as it becomes due hereunder.” (c) Subject to the satisfaction of this Notethe conditions set forth in Section 4.6, whether upon acceleration or otherwise."Section

Amendments to Notes. Each Subject to the satisfaction of the Maker and the Holder Conditions Precedent (as hereinafter defined), each Note is hereby agree that each of the Notes shall be amended as follows: (a) The original principal amount of each Note shall Maturity Date is hereby amended to be increased from Fifty-Nine Million Two Hundred Thousand Dollars ($59,200,000) to Sixty-Two Million Two Hundred Thousand Dollars ($62,200,000) plus accrued interest through September 30October 1, 1997 equal to $12,304,808 and all references to such amounts contained in the Notes shall be amended accordingly2022. (b) The fourth full following paragraph is hereby added at the end of each Note: “Maker shall have one (1) option to extend the Maturity Date (the “Extension Option”), on the second page same terms as set forth in this Note, for an additional period of each such Note shall be amended and restated in its entirety thirty two (32) days to read as follows: "Interest end on November 1, 2022 (the principal amount hereof shall be payable at “Extension Term”), provided that all of the following times and conditions are satisfied for the Extension Term: (i) Maker requests the extension in writing (the following manner: The portion “Extension Request”) not less than fifteen (15) days prior to the Maturity Date, (ii) upon the closing of the principal amount hereof constituting Additional Loans shall bear interest at a rate equal to twelve percent Extension Option, no Event of Default has occurred and is continuing under any of the Loan Instruments, (12%iii) per annum plus any additional interest due concurrently with the closing of the Extension Option, Maker pays to Holder under the Amended Additional Interest Agreement. The portion of the principal amount hereof not constituting Additional Loans shall bear interest at a rate an extension fee equal to ten percent basis points (100.10%) per annum plus any additional interest due to Holder under the Amended Additional Interest Agreement. Interest on the principal amount of the Loans shall be payable monthly, in arrears, on the first day of each month commencing with the month immediately following the date hereof out of the first funds available from the Property's cash flow (after the Maker pays necessary operating costs and its obligations with respect to the First Mortgage Loan and makes escrow payments for real estate taxes relating to the Property). Notwithstanding any other provision contained herein to the contrary, if at any time there is insufficient cash flow from the Property to pay all interest due hereunder, such unpaid interest shall accrue and shall be added to the outstanding principal amount of this Note and shall thereafter bear interest at a rate of ten percent (10%) per annum. Notwithstanding any of the foregoing to the contrary, all interest accrued or payable on this Notes shall be due and payable at maturity balance of this Note, whether upon acceleration (iv) concurrently with the closing of the Extension Option, Maker pays to Holder Five Hundred Thousand and 00/100 Dollars ($500,000.00) of the outstanding principal balance of this Note, (v) on or otherwiseprior to September 23, 2022, the Cash Management Agreement (as hereinafter defined) and the Clearing Account Agreement (as hereinafter defined) shall have been fully-executed and delivered to Holder, and all Rent and other income from the Property are being deposited in the Clearing Account or Cash Management Account, as applicable in accordance with Section 3 hereof, and (vi) concurrently with the closing of the Extension Option, Maker delivers satisfactory evidence to Xxxxxx, in Xxxxxx’s commercially reasonable discretion, of Maker’s continuation of the refinance process with Xxxxx Xxxx LaSalle. The closing of the Extension Option shall occur at least one (1) business day before the Maturity Date. If the closing of the Extension Option does not occur by such date, the Loan will mature on the Maturity Date and Maker shall have no further option to extend. Time is of the essence with respect to each of the time periods set forth in this paragraph."”

Amendments to Notes. Each (a) Subject to the satisfaction of the Maker conditions set forth in Section 4.6, the Amended and Restated Notes are hereby amended such that the Conversion Price with respect to fifty two percent (52%) of the Fully Accreted Existing Notes Principal (calculated as of the Second Restatement Closing Date) shall be $0.34. (i) The parties agree that, in the aggregate, the Conversion Price with respect to sixty seven percent (67%) of the Fully Accreted Existing Notes Principal has been amended under the terms of this Agreement and the Holder hereby agree that each Notes on or prior to the Second Restatement Closing Date, with fifty two percent (52%) being amended under Section 3.4(a), and fifteen percent (15%) having been amended in connection with the Tranche 4 Advance and Incremental Advances. (ii) Schedule 1.1(d) is amended and restated as set forth in Schedule 1.1(d) of the Disclosure Letter delivered by the Credit Parties on the Second Restatement Closing Date, and such schedule includes all amendments to the Conversion Price in Notes shall be prior to the Second Restatement Closing Date as well as the amendment to the Conversion Price set forth under this Section 3.4(a). (b) Clauses (a) and (b) of Section 3.3 of each Note are hereby amended and restated in their entirety as follows: (a) The original principal Interest due on any Interest Payment Date prior to July 2, 2021 shall accrue and may, at Borrower’s option upon written notice to Holder, either (i) be added to the Principal Amount, with such amount accruing Interest as part of each Note the Principal Amount of the Obligations, and such interest paid in kind shall be increased payable on the date that the remaining Principal Amount is due and payable pursuant thereto, or (ii) be paid in cash in arrears to the Holder, by wire transfer of immediately available funds to the account designated by Holder from Fifty-Nine Million Two Hundred Thousand Dollars ($59,200,000) time to Sixty-Two Million Two Hundred Thousand Dollars ($62,200,000) plus accrued interest through September 30, 1997 equal to $12,304,808 and all references to such amounts contained in the Notes shall be amended accordingly.time; and (b) The fourth full paragraph Interest due on any Interest Payment Date on or after July 2, 2021 shall be paid as follows: (i) fifty percent (50%) of the Interest then due shall be paid in cash in arrears to the Holder, by wire transfer of immediately available funds to the account designated by Holder from time to time; and (ii) fifty percent (50%) of the Interest then due shall be added to the Principal Amount, with such amount accruing Interest as part of the Principal Amount of the Obligations, and such interest paid in kind shall be payable on the second page date that the remaining Principal Amount is due and payable pursuant thereto. (c) Notwithstanding Sections 3.3(a)-(b), if Code Section 280E reform is enacted with respect to the cannabis industry in a manner that would eliminate the additional tax burden placed on the Company and its Affiliates, then, effective immediately on the date any such reform goes into effect, (x) the Borrower shall not be permitted to pay Interest in kind by adding such Interest to the Principal Amount, and (y) Borrower shall pay all Interest accruing on and after such date in cash, as it becomes due hereunder.” (c) Subject to the satisfaction of the conditions set forth in Section 4.6, Section 4.7 of each such Note shall be of the Amended and Restated Notes issued to a Gotham Purchaser is hereby amended and restated in its entirety to read as follows: "Interest on “Notwithstanding anything to the principal amount hereof contrary herein or in any other Operative Document, neither the Borrowers nor the Holder shall be payable at the following times and in the following manner: The convert any portion of the principal amount hereof constituting Additional Loans shall bear Principal Amount which constitutes Existing Notes Principal or the Restatement Fee (in each case, plus interest at a rate equal to twelve percent (12%) per annum plus any additional interest due to Holder under the Amended Additional Interest Agreement. The portion of the principal amount hereof not constituting Additional Loans shall bear interest at a rate equal to ten percent (10%) per annum plus any additional interest due to Holder under the Amended Additional Interest Agreement. Interest on the principal amount of the Loans shall be payable monthly, paid in arrears, on the first day of each month commencing with the month immediately following the date hereof out of the first funds available from the Property's cash flow (after the Maker pays necessary operating costs and its obligations kind with respect to the First Mortgage Loan and makes escrow payments for real estate taxes relating such principal under Section 3.3(a) above on or prior to the Property). Notwithstanding Second Restatement Closing Date, but excluding any other provision contained herein interest paid in kind with respect to such principal under Section 3.3(a) above after the contrarySecond Restatement Closing Date) into Shares until on or after July 2, if at any time there is insufficient cash flow from the Property to pay all interest due hereunder, such unpaid interest shall accrue and shall be added to the principal amount of this Note and shall thereafter bear interest at a rate of ten percent (10%) per annum. Notwithstanding any of the foregoing to the contrary, all interest accrued or payable on this Notes shall be due and payable at maturity of this Note, whether upon acceleration or otherwise2021."”

Amendments to Notes. Each Subject to the satisfaction of the Maker and the Holder hereby agree that each conditions of this Amendment, the Notes shall be are hereby amended as follows: 2.1 The reference to “December 2, 2008” as the stated Maturity Date (a) The original principal amount of each Note shall be increased from Fifty-Nine Million Two Hundred Thousand Dollars ($59,200,000) to Sixty-Two Million Two Hundred Thousand Dollars ($62,200,000) plus accrued interest through September 30, 1997 equal to $12,304,808 and all references to such amounts contained as defined in the Notes shall be amended accordingly. (bRevolving Note) The fourth full in the opening paragraph on the second page of each such Note shall be amended and restated in its entirety to read as follows: "Interest on the principal amount hereof shall be payable at the following times and in the following manner: The portion 1 of the Revolving Note is hereby amended by substituting a reference to “January 2, 2009” for such reference to “December 2, 2008” where “December 2, 2008” appears therein. Accordingly, the entire principal amount hereof constituting Additional Loans shall bear interest at a rate equal to twelve percent (12%) per annum plus any additional interest due to Holder balance outstanding under the Amended Additional Interest Agreement. The portion of the principal amount hereof not constituting Additional Loans shall bear Revolving Note, together with all accrued and unpaid interest at a rate equal to ten percent (10%) per annum plus and any additional interest due to Holder other charges, advances and fees, if any, outstanding under the Amended Additional Interest Agreement. Interest on the principal amount of the Loans shall be payable monthlyRevolving Note, in arrears, on the first day of each month commencing with the month immediately following the date hereof out of the first funds available from the Property's cash flow (after the Maker pays necessary operating costs and its obligations with respect to the First Mortgage Loan and makes escrow payments for real estate taxes relating to the Property). Notwithstanding any other provision contained herein to the contrary, if at any time there is insufficient cash flow from the Property to pay all interest due hereunder, such unpaid interest shall accrue and shall be added to the principal amount of this Note and shall thereafter bear interest at a rate of ten percent (10%) per annum. Notwithstanding any of the foregoing to the contrary, all interest accrued or payable on this Notes shall be due and payable at maturity in full on the earlier of January 2, 2009, without any further notice or demand of Lender, which are hereby waived by Borrower, or upon acceleration of the Revolving Note under the terms of the Credit Agreement, as amended by this Amendment, the Revolving Note, whether as amended by this Amendment, and the other Loan Documents. 2.2 The reference to “December 2, 2008” as the stated Maturity Date (as defined in the Term Loan A Note) in the opening paragraph on page 1 of the Term Loan A Note is hereby amended by substituting a reference to “January 2, 2009” for such reference to “December 2, 2008” where “December 2, 2008” appears therein. The reference to “December 1, 2008” in the schedule of payments set forth in the third paragraph on page 1 of the Term Loan A Note is hereby amended by substituting a reference to “January 1, 2009” for such reference to “December 1, 2008” where “December 1, 2008” appears therein. Accordingly, the entire principal balance outstanding under the Term Loan A Note, together with all accrued and unpaid interest and any other charges, advances and fees, if any, outstanding under the Term Loan A Note, shall be due and payable in full on the earlier of January 2, 2009, without any further notice or demand of Lender, which are hereby waived by Borrower, or upon acceleration of the Term Loan A Note under the terms of the Credit Agreement, as amended by this Amendment, the Term Loan A Note, as amended by this Amendment, and the other Loan Documents. 2.3 The reference to “December 2, 2008” as the stated Maturity Date (as defined in the Term Loan B Note) in the opening paragraph on page 1 of the Term Loan B Note is hereby amended by substituting a reference to “January 2, 2009” for such reference to “December 2, 2008” where “December 2, 2008” appears therein. The reference to “December 1, 2008” in the schedule of payments set forth in the third paragraph on page 1 of the Term Loan B Note is hereby amended by substituting a reference to “January 1, 2009” for such reference to “December 1, 2008” where “December 1, 2008” appears therein. Accordingly, the entire principal balance outstanding under the Term Loan B Note, together with all accrued and unpaid interest and any other charges, advances and fees, if any, outstanding under the Term Loan B Note, shall be due and payable in full on the earlier of January 2, 2009, without any further notice or otherwisedemand of Lender, which are hereby waived by Borrower, or upon acceleration of the Term Loan B Note under the terms of the Credit Agreement, as amended by this Amendment, the Term Loan B Note, as amended by this Amendment, and the other Loan Documents."

Amendments to Notes. Each Subject to the fulfillment of the Maker and conditions precedent to the Holder effectiveness of this Modification which are set forth below, the parties hereby agree that each of the Notes shall be amended as follows: (a) The original principal amount Each of each Note shall be increased from Fifty-Nine Million Two Hundred Thousand Dollars ($59,200,000) to Sixty-Two Million Two Hundred Thousand Dollars ($62,200,000) plus accrued interest through September 30, 1997 equal to $12,304,808 and all references to such amounts contained in the Notes shall be amended accordinglyas heretofore modified is hereby further modified by deleting the requirement for payment of quarterly installments of principal and interest for the quarters ended March through December 2001 and the final installment on March 31, 2002. (b) The fourth full paragraph on Each of the second page Notes is hereby further modified to provide that the outstanding principal balance of each such Note shall be amended and restated in its entirety to read as follows: "Interest on the principal amount hereof shall be payable at the following times and in the following manner: The portion of the principal amount hereof constituting Additional Loans shall bear interest at a rate equal to twelve percent (12%) per annum plus any additional interest due to Holder under the Amended Additional Interest Agreement. The portion of the principal amount hereof not constituting Additional Loans shall bear interest at a rate equal to ten percent (10%) per annum plus any additional interest due to Holder under the Amended Additional Interest Agreement. Interest on the principal amount of the Loans shall be payable monthlyNotes, in arrearstogether with all accrued and unpaid interest, on the first day of each month commencing with the month immediately following the date hereof out of the first funds available from the Property's cash flow (after the Maker pays necessary operating costs and its obligations with respect to the First Mortgage Loan and makes escrow payments for real estate taxes relating to the Property). Notwithstanding any other provision contained herein to the contrary, if at any time there is insufficient cash flow from the Property to pay all interest due hereunder, such unpaid interest shall accrue and shall be added to the principal amount of this Note and shall thereafter bear interest at a rate of ten percent (10%) per annum. Notwithstanding any of the foregoing to the contrary, all interest accrued or payable on this Notes shall be due and payable at maturity in full in a single installment on March 31, 2003. (c) Each of this the Notes is hereby further modified to provide that Borrower shall make a mandatory prepayment of the Notes on the date of any sale or other disposition by Borrower, the Pledgor or Beltech, Inc., a California corporation ("Beltech") of any securities which are pledged as collateral or subject to the negative pledge in favor of Holder under the Amended and Restated Security Agreement ("Pledge Agreement") dated as of February 5, 2002 among Borrower, Pledgor, Beltech and Holder, the terms of which are incorporated by reference herein. Each mandatory prepayment shall be in an amount equal to the proceeds received by such party in connection with such sale or disposition, net of reasonable and customary third party expenses of sale. Mandatory prepayments resulting from any sale or other disposition of securities pledged as collateral under the Pledge Agreement shall be applied first against the Original Note's principal balance, then against accrued interest on the Original Note, whether and upon acceleration payment of the Original Note in full shall be applied against the outstanding principal balance of the Subsequent Note and accrued interest thereon until the Subsequent Note is paid in full. If the Collateral Market Value does not exceed the outstanding principal and interest balance of the Original Note at the time of a mandatory prepayment resulting from a sale or otherwiseother disposition of securities subject to the negative pledge pursuant to the Pledge Agreement, then such mandatory prepayment shall also be applied first against the Original Note's principal balance, then against accrued interest on the Original Note, and upon payment of the Original Note in full shall be applied against the outstanding principal balance of the Subsequent Note and accrued interest thereon until the Subsequent Note is paid in full. If the Collateral Market Value exceeds the outstanding principal and interest balance of the Original Note at the time of a mandatory prepayment resulting from a sale or other disposition of securities subject to the negative pledge pursuant to the Pledge Agreement, then such mandatory prepayment be applied first against the principal balance then against accrued interest on either the Original Note or the Subsequent Note, or a combination thereof, at the election of Borrower. If Borrower notifies Holder that Borrower seeks to use the securities that are pledged as Collateral or subject to the negative pledge in favor of Holder under the Pledge Agreement to pay or fund the payment of the Notes, the parties shall cooperate in good faith to facilitate the Borrower's use of such securities to pay or fund the payment of the Notes subject to applicable law and regulations. (d) For purposes hereof, "Collateral Market Value" as of any date shall mean the product of (i) the number of shares of Common Stock of Verilink Corporation (the "Common Stock") then pledged as collateral pursuant to the Pledge Agreement, multiplied by (ii) the average of the daily closing prices per share of Common Stock for the 10 consecutive trading days immediately preceding such date as reported on the principal trading market for the Common Stock, as adjusted to reflect any stock dividends, sub-divisions, combinations or reclassifications of the Common Stock. The closing price shall be the last reported sale price, regular way, or if no such sales are reported on such day or closing sale prices are not reported for the Common Stock, then the average of the closing bid and asked price as reported in the principal consolidated transaction reporting system for the principal trading market on which the Common Stock is traded or listed, or such other system then in use. If the Common Stock is not listed or traded on an established trading market, or not the subject of available bid and asked prices or quotes, then the fair market value per share of Common Stock, as determined in good faith by the Board of Directors of Borrower, shall be deemed to be the average of the daily closing prices for purposes of clause (ii) above.

Amendments to Notes. Each of Subject to the Maker terms and conditions contained herein, the Loan Parties, the Administrative Agent and the Holder Lenders hereby agree that each of amend the Notes shall be amended as follows, and subject to the terms and conditions set forth in this Amendment: (a) The original principal amount of each Term Loan A Note shall be increased from Fifty-Nine Million Two Hundred Thousand Dollars ($59,200,000) to Sixty-Two Million Two Hundred Thousand Dollars ($62,200,000) plus accrued interest through September 30, 1997 equal to $12,304,808 and all references to such amounts contained in is hereby amended by restating the Notes shall be amended accordingly. (b) The fourth full third paragraph on the second page of each such Note shall be amended and restated therein in its entirety to read as follows: "Interest on the The unpaid principal amount hereof of Term Loan A shall be payable bear interest at the following times rates: (a) for the period commencing on the Closing Date through to, and including, the day immediately preceding the Interest Rate Conversion Date, a rate equal to LIBOR (with a set Interest Period) plus 12.0% per annum, and (b) for the period commencing on the Interest Rate Conversion Date through to the date Term Loan A is Paid in the following manner: The portion of the principal amount hereof constituting Additional Loans shall bear interest Full in cash or same day funds at a rate equal to twelve percent Term SOFR (12%with a set Interest Period) plus 12.0% per annum plus any additional annum; provided, however, that the Obligations may bear interest due at the Default Rate pursuant to Holder under the Amended Additional Interest Agreement. The portion Section 3.2 of the Credit Agreement; provided further, that the undersigned may elect to defer until the Maturity Date payment of accrued and unpaid interest on Term Loan A pursuant to Section 3.3 of the Credit Agreement; provided further, that premium amounts on Term Loan A may be due pursuant to Section 4.4 of the Credit Agreement. (b) The Delayed Draw Term Loan Note is hereby amended by restating the third paragraph therein in its entirety to read as follows: The unpaid principal amount hereof not constituting Additional Loans of the Delayed Draw Loan shall bear interest at the following rates: (a) for the period commencing on the Delayed Draw Date through to, and including, the day immediately preceding the Interest Rate Conversion Date, a rate equal to LIBOR (with a set Interest Period) plus 12.0% per annum, and (b) for the period commencing on the Interest Rate Conversion Date through to the date such Delayed Draw Loan is Paid in Full in cash or same day funds at a rate equal to ten percent Term SOFR (10%with a set Interest Period) plus 12.0% per annum plus any additional annum; provided, however, that the Obligations may bear interest due at the Default Rate pursuant to Holder under Section 3.2 of the Amended Additional Interest Credit Agreement. Interest ; provided further, that the undersigned may elect to defer until the Maturity Date payment of accrued and unpaid interest on the Delayed Draw Loan pursuant to Section 3.3 of the Credit Agreement; provided further, that premium amounts on the Delayed Draw Loan may be due pursuant to Section 4.4 of the Credit Agreement. (c) The Term Loan C Note is hereby amended by restating the first sentence of the third paragraph therein in its entirety to read as follows: The unpaid principal amount of the Loans Term Loan C shall be payable monthly, in arrears, on the first day of each month commencing with the month immediately following the date hereof out of the first funds available from the Property's cash flow (after the Maker pays necessary operating costs and its obligations with respect to the First Mortgage Loan and makes escrow payments for real estate taxes relating to the Property). Notwithstanding any other provision contained herein to the contrary, if at any time there is insufficient cash flow from the Property to pay all interest due hereunder, such unpaid interest shall accrue and shall be added to the principal amount of this Note and shall thereafter bear interest at the following rates: (a) for the period commencing on the Second Amendment Closing Date through to, and including, the day immediately preceding the Interest Rate Conversion Date, a rate of ten percent equal to (10%i) LIBOR (with a set Interest Period) plus (ii) 12.0% per annum. Notwithstanding any of , and (b) for the foregoing period commencing on the Interest Rate Conversion Date through to the contrary, all interest accrued date Term Loan C is Paid in Full in cash or payable on this Notes shall be due and payable same day funds at maturity of this Note, whether upon acceleration or otherwisea rate equal to (i) Term SOFR (with a set Interest Period) plus (ii) 12.0% per annum."

Amendments to Notes. Each For the period from the date hereof through and including the later of, the repayment of $3,350,000 in respect of the Maker Obligations arising pursuant to the Supplemental Loans (including without limitation, principal, interest, fees, costs, expenses and other charges in respect thereof payable by Borrower to Lenders) or May 1, 2000: 3.1 the Holder hereby agree that each of the Revolving Credit Notes shall be amended to reduce the maximum amount of the Indebtedness arising pursuant to the Loans and evidenced thereby from $90,000,000 to $87,000,000 and the Letter of Credit Notes shall be amended to increase the maximum amount of the Indebtedness arising pursuant to the Tranche B Letter of Credit Accommodations and the Supplemental Loans and evidenced thereby from $30,000,000 to $33,000,000 and, at all times thereafter, and until all of the Obligations are indefeasibly paid in full, the Revolving Credit Notes shall be amended to increase the maximum amount of the Indebtedness arising pursuant to the Loans and evidenced thereby from $87,000,000 to $90,000,000 and the Letter of Credit Notes shall be amended to reduce the maximum amount of the Indebtedness arising pursuant to the Tranche B Letter of Credit Accommodations and the Supplemental Loans and evidenced thereby from $33,000,000 to $30,000,000, EXCEPT, THAT, the amount of the Revolving Credit Notes may be reduced at any time in connection with a reduction in the amount of the Maximum Credit in accordance with Section 1.1(o) of Amendment No. 6 and the resulting reduction in the Revolving Credit Facility Limit in accordance with Section 1.1(s) of Amendment No. 6; and 3.2 The Letter of Credit Notes shall be amended to add the words "and the Supplemental Loans (as followssuch term is defined in Amendment No. 6)" in each of the following places: (a) The original principal amount following the parenthetical in subsection (ii) of each Note shall be increased from Fifty-Nine Million Two Hundred Thousand Dollars ($59,200,000) to Sixty-Two Million Two Hundred Thousand Dollars ($62,200,000) plus accrued interest through September 30, 1997 equal to $12,304,808 and all references to such amounts contained in the Notes shall be amended accordingly. first paragraph of page 1; (b) The following the words the Loan Agreement in the fourth line of the second paragraph of page 1; and (c) following the words "Tranche B Letter of Credit Accommodations" each time such words appear in the first full paragraph and the third paragraph on the second page of each such Note shall be amended and restated in its entirety to read as follows: "Interest on the principal amount hereof shall be payable at the following times and in the following manner: The portion of the principal amount hereof constituting Additional Loans shall bear interest at a rate equal to twelve percent (12%) per annum plus any additional interest due to Holder under the Amended Additional Interest Agreement. The portion of the principal amount hereof not constituting Additional Loans shall bear interest at a rate equal to ten percent (10%) per annum plus any additional interest due to Holder under the Amended Additional Interest Agreement. Interest on the principal amount of the Loans shall be payable monthly, in arrears, on the first day of each month commencing with the month immediately following the date hereof out of the first funds available from the Property's cash flow (after the Maker pays necessary operating costs and its obligations with respect to the First Mortgage Loan and makes escrow payments for real estate taxes relating to the Property). Notwithstanding any other provision contained herein to the contrary, if at any time there is insufficient cash flow from the Property to pay all interest due hereunder, such unpaid interest shall accrue and shall be added to the principal amount of this Note and shall thereafter bear interest at a rate of ten percent (10%) per annum. Notwithstanding any of the foregoing to the contrary, all interest accrued or payable on this Notes shall be due and payable at maturity of this Note, whether upon acceleration or otherwise2."

Amendments to Notes. Each of the Maker and the Holder hereby agree that each of the Notes shall be amended as follows: (a) The Borrower and Lender agree that the fifth (5th) sentence of the second paragraph of the Secured Promissory Note (Loan A) dated July 27, 2017 in the original principal amount of each Note shall be increased from Fifty-Nine Million Two Hundred Thousand Dollars ($59,200,000) to Sixty-Two Million Two Hundred Thousand Dollars ($62,200,000) plus accrued interest through September 30, 1997 equal to $12,304,808 and all references to such amounts contained 3,500,000 made by Borrower in the Notes shall be amended accordingly. (b) The fourth full paragraph on the second page favor of each such Note shall be Lender is hereby amended and restated in its entirety to read provide as follows: "Interest “Commencing on the principal amount hereof shall be payable at the following times January 1, 2019, and in the following manner: The portion of the principal amount hereof constituting Additional Loans shall bear interest at a rate equal to twelve percent (12%) per annum plus any additional interest due to Holder under the Amended Additional Interest Agreement. The portion of the principal amount hereof not constituting Additional Loans shall bear interest at a rate equal to ten percent (10%) per annum plus any additional interest due to Holder under the Amended Additional Interest Agreement. Interest on the principal amount of the Loans shall be payable monthly, in arrears, continuing on the first day of each month commencing thereafter (each, a “Principal and Interest Payment Date” and, collectively with each Interest Payment Date, each, a Payment Date”), Borrower shall make to Lender thirty (30) equal payments of principal in the month immediately following amount of Sixty-Six Thousand Six Hundred Sixty-Six Dollars and Sixty-Six Cents ($66,666.66) (each, a “Principal Amortization Amount”) plus accrued interest on the date hereof out then outstanding principal amount due hereunder. On the first day of the first funds available from month following Lender’s receipt of the Property's cash flow Second Prepayment (after as defined in the Maker pays necessary operating costs and its obligations with respect to the First Mortgage Amendment of Venture Loan and makes escrow payments for real estate taxes relating to the PropertySecurity Agreement dated as of January , 2018 by and among Borrower, Lender and Collateral Agent). Notwithstanding any other provision contained herein to the contrary, if at any time there is insufficient cash flow from the Property to pay all interest due hereunder, such unpaid interest shall accrue and each Principal Amortization Amount shall be added decreased to Fifty Thousand Dollars ($50,000.00).” (b) Borrower and Lender agree that the fifth (5th) sentence of the second paragraph of the Secured Promissory Note (Loan B) dated July 27, 2017 in the original principal amount of this Note $3,500,000 made by Borrower in favor of Lender is hereby amended and restated in its entirety to provide as follows: “Commencing on January 1, 2019, and continuing on the first day of each month thereafter (each, a “Principal and Interest Payment Date” and, collectively with each Interest Payment Date, each, a Payment Date”), Borrower shall thereafter bear make to Lender thirty (30) equal payments of principal in the amount of Sixty-Six Thousand Six Hundred Sixty-Six Dollars and Sixty-Six Cents ($66,666.66) (each, a “Principal Amortization Amount”) plus accrued interest at a rate of ten percent (10%) per annumon the then outstanding principal amount due hereunder. Notwithstanding any On the first day of the foregoing to first month following Lender’s receipt of the contrarySecond Prepayment (as defined in the Amendment of Venture Loan and Security Agreement dated as of January , all interest accrued or payable on this Notes 2018 by and among Borrower, Lender and Collateral Agent), each Principal Amortization Amount shall be due and payable at maturity of this Note, whether upon acceleration or otherwisedecreased to Fifty Thousand Dollars ($50,000.00)."”