Common use of Interest and Payment Clause in Contracts

Interest and Payment. 2.1. The Principal Amount hereof outstanding from time to time shall not bear or accrue interest whether before or after demand for payment. 2.2. Notwithstanding anything else to the contrary contained in this Promissory Note or otherwise, it is acknowledged and agreed that the Mandatory Payment Date will not occur and the Principal Amount shall not become due and payable unless: (i) in the case of Section 1.5(a) or (b), the Mandatory Payment Date determined by the board is within 30 days of the intended date of filing the draft prospectus with one or more of The Toronto Stock Exchange, The TSX Venture Exchange, the Nasdaq National Market or the New York Stock Exchange, or any other reputable and established stock exchange or organized securities market in the United States or Canada, the public filing of a registration statement in the United States, or the completion of the Sale Transaction, as applicable, and (ii) in the case of Section 1.5(a), (b), (c), or (d) there is no impediment or prohibition whether at law, in equity, or otherwise against redemption of the Class D Preferred Shares held by the Borrower and paying the Redemption Price for all such Class D Preferred Shares in the manner contemplated pursuant to Section 37.7 of the Articles. 2.3. Subject to Section 2.5, all amounts owing pursuant to this Note shall be immediately due and payable in full upon the occurrence of any Mandatory Payment Date (except to the extent waived in writing by Lender). 2.4. Subject to Section 2.5, the Borrower shall have the right and privilege of paying the entire Principal Amount of this Note remaining unpaid and outstanding at any time or times, without notice, bonus, or penalty. 2.5. Notwithstanding anything to the contrary herein or otherwise, for as long as there is any amount outstanding under this Note: 2.5.1. The Borrower acknowledges that any distributions or payments made by Lender with respect to the Class D Preferred Shares, including any payment on account of the Redemption Price pursuant to Sections 37.5 or 37.6 of the Articles, shall be satisfied by the issuance by Lender, as applicable, of a Payment Note in such amount of the distribution or payment to the Borrower, which Payment Note shall then be automatically set off against any amount outstanding under this Note without any further action required by either the Borrower or Lender; 2.5.2. The Lender acknowledges and agrees that the Borrower, in its sole and absolute discretion, may repay the entire Principal Amount by providing notice to and directing the Lender to redeem the Class D Preferred Shares of the Lender which are held by the Borrower in satisfaction of the Principal Amount in accordance with Sections 37.6 and 37.7 of the Articles; provided that prior to the Mandatory Payment Date, the Lender shall be under no obligation to redeem such Class D Preferred Shares if there is an impediment or prohibition, whether at law, in equity, or otherwise, against the redemption of such Class D Preferred Shares and paying the Redemption Price in the manner contemplated pursuant to Section 37.7 of the Articles; and 2.5.3. The Lender’s sole recourse against the Borrower with respect to the repayment of the Principal Amount, in any manner whatsoever whether before or after the Maturity Payment Date, is the redemption of the Class D Preferred Shares held by the Borrower and the set off of the Redemption Price for such Class D Preferred Shares in accordance with Section 37.7 of the Articles.

Interest and Payment. 2.1. The Principal Amount (a) Interest shall accrue on the principal amount hereof outstanding from time to time at an annual rate of ten percent (10%), compounded annually, and shall not bear or accrue interest whether before or after demand for payment. 2.2. Notwithstanding anything else be payable in cash on each March 31, June 30, September 30 and December 31 prior to the contrary contained payment in full of all unpaid principal and accrued and unpaid interest thereon. All accrued and unpaid interest, together with all unpaid principal, if not sooner paid, shall be due and payable on the earliest of (i) the ninth anniversary of the date first above written; (ii) if the Borrower's employment with CBRE is terminated (x) 30 days following the date of such termination of employment if the Borrower's employment was terminated for any reason not described in clause (y), or (y) 180 days following the date of such termination of employment if the Borrower's employment was terminated by CBRE without Cause, by the Borrower for Good Reason or as a result of the Borrower's death or disability, provided, however, that if the Borrower timely delivers a Sale -------- ------- Notice pursuant to Section 2.9 of the Agreement and CBRE fails to purchase the Note Repayment Shares on the Note Repayment Date pursuant to Section 2.9 of the Agreement, the periods set forth in the preceding clauses (x) and (y), solely with respect to that portion of the Loan then due and payable that otherwise would be repaid by the Borrower with the proceeds from the purchase of the Note Repayment Shares, shall be extended until such time as CBRE shall have performed such obligation in full; (iii) the acceleration of the maturity of the Loan (as provided herein); and (iv) the Borrower's receipt of any proceeds (in cash or in kind) upon the sale, exchange or other disposition of the Equity Interest subject to the Pledge Agreement securing Borrower's obligations under this Note; provided that in the case of an event described in this Promissory Note or otherwiseclause (iv), it is acknowledged the amount -------- of unpaid principal and agreed that accrued and unpaid interest of the Mandatory Payment Date will not occur and the Principal Amount Loan which shall not become due and payable unless: (i) in the case as a result of Section 1.5(a) or (b), the Mandatory Payment Date determined by the board is within 30 days of the intended date of filing the draft prospectus with one or more of The Toronto Stock Exchange, The TSX Venture Exchange, the Nasdaq National Market or the New York Stock Exchange, or any other reputable and established stock exchange or organized securities market in the United States or Canada, the public filing of a registration statement in the United States, or the completion of the Sale Transaction, as applicable, and (ii) in the case of Section 1.5(a), (b), (c), or (d) there is no impediment or prohibition whether at law, in equity, or otherwise against redemption of the Class D Preferred Shares held by the Borrower and paying the Redemption Price for all such Class D Preferred Shares in the manner contemplated pursuant to Section 37.7 of the Articles. 2.3. Subject to Section 2.5, all amounts owing pursuant to this Note event shall be immediately due and payable in full upon the occurrence of any Mandatory Payment Date (except limited to the extent waived in writing by Lender). 2.4. Subject to Section 2.5, the Borrower shall have the right and privilege of paying the entire Principal Amount of this Note remaining unpaid and outstanding at any time or times, without notice, bonus, or penalty. 2.5. Notwithstanding anything to the contrary herein or otherwise, for as long as there is any amount outstanding under this Note: 2.5.1. The Borrower acknowledges that any distributions or payments made by Lender with respect to the Class D Preferred Shares, including any payment on account of the Redemption Price pursuant to Sections 37.5 or 37.6 of the Articles, shall be satisfied by the issuance by Lender, as applicable, of a Payment Note in such amount of the distribution or payment to the Borrower, which Payment Note shall then be automatically set off against any amount outstanding under this Note without any further action required by either the Borrower or Lender; 2.5.2. The Lender acknowledges and agrees that the Borrower, in its sole and absolute discretion, may repay the entire Principal Amount by providing notice to and directing the Lender to redeem the Class D Preferred Shares of the Lender which are held Net Proceeds received by the Borrower in satisfaction connection with such sale, exchange or disposition. Any overdue amount shall bear interest at the rate of twelve percent 12% per annum, compounded annually. (b) Notwithstanding the foregoing, in the event of the Principal Amount in accordance with Sections 37.6 and 37.7 Borrower's death or permanent disability (as defined below), the amount of the Articles; provided that prior Loan due and payable as set forth in Section 1(a)(ii)(y) above shall be limited to the Mandatory Payment Date, Pledged Interests as defined in the Lender Borrower's Pledge Agreement. Disability occurs when the Borrower becomes physically or mentally incapacitated and is therefore unable for a period of six (6) consecutive months or for an aggregate of nine (9) months in any twenty-four (24) consecutive month period to perform Xxxxxxxx's duties (such incapacity is hereinafter referred to as "Disability"). Any question as to the existence of the Disability of Borrower as to which Borrower and CBRE cannot agree shall be under no obligation determined in writing by a qualified independent physician mutually acceptable to redeem Borrower and CBRE. If Xxxxxxxx and CBRE cannot agree as to a qualified independent physician, each shall appoint such Class D Preferred Shares if there is an impediment or prohibition, whether at law, a physician and those two physicians shall select a third who shall make such determination in equity, or otherwise, against the redemption writing. The determination of such Class D Preferred Shares Disability made in writing to CBRE and paying the Redemption Price in the manner contemplated pursuant to Section 37.7 Borrower shall be final and conclusive for all purposes of the Articles; and 2.5.3. The Lender’s sole recourse against the Borrower with respect to the repayment of the Principal Amount, in any manner whatsoever whether before or after the Maturity Payment Date, is the redemption of the Class D Preferred Shares held by the Borrower and the set off of the Redemption Price for such Class D Preferred Shares in accordance with Section 37.7 of the ArticlesAgreement.

Interest and Payment. 2.1Section 1.1. Payment of the full amount of principal will be due and payable on the Maturity Date unless this Note is redeemed or converted or otherwise becomes due on an earlier date in accordance with the terms hereof. 2 Section 1.2. The Principal Amount hereof unpaid principal amount of this Note outstanding from time to time shall bear simple interest from, but not bear or accrue interest whether before or after demand for paymentincluding, the date hereof until the Maturity Date at the rate of 8% per annum. 2.2Section 1.3. Notwithstanding anything else to the contrary contained in this Promissory Note or otherwise, it is acknowledged and agreed that the Mandatory Payment Date will not occur and the Principal Amount shall not become due and payable unless: (i) in the case of Section 1.5(a) or (b), the Mandatory Payment Date determined by the board is within 30 days of the intended date of filing the draft prospectus with one or more of The Toronto Stock Exchange, The TSX Venture Exchange, the Nasdaq National Market or the New York Stock Exchange, or any other reputable and established stock exchange or organized securities market in the United States or Canada, the public filing of a registration statement in the United States, or the completion of the Sale Transaction, as applicable, and (ii) in the case of Section 1.5(a), (b), (c), or (d) there is no impediment or prohibition whether at law, in equity, or otherwise against redemption of the Class D Preferred Shares held by the Borrower and paying the Redemption Price for all such Class D Preferred Shares in the manner contemplated Interest pursuant to Section 37.7 1.2 is payable in arrears on the last day of each of the Articlesmonths of March, June, September and December during the term of this Note (each, an "Interest Payment Date"), commencing June 30, 1997, to holders of record of this Note on the March 15, June 15, September 15 and December 15, as the case may be, preceding the applicable Interest Payment Date or the next business day preceding such record date if such March 15, June 15, September 15 or December 15, as the case may be, is not a business day (each an "Interest Payment Record Date"). Interest is payable at the same address designated for payment of principal. In the event of acceleration pursuant to Section 5 below, interest accrued through the date of acceleration shall be payable upon such acceleration. 2.3Section 1.4. Subject If an Event of Default set forth in Sections 5.4, 5.5, 5.6, 5.7, 5.8 or 5.9 hereof shall occur and continue for five (5) days, whether or not the Holder shall (if permitted hereunder) declare the unpaid principal amount of this Note, together with accrued and unpaid interest thereon, to Section 2.5, all amounts owing pursuant to this Note shall be immediately due and payable in full upon payable, and whether or not such Event of Default occurs after the occurrence of any Mandatory Payment Date (except other Event of Default described in Section 5 hereof, then interest shall begin to accrue on the outstanding principal balance of this Note from the date of such Event of Default to the extent waived earlier of (i) the date of payment in writing by Lenderfull of the outstanding principal of this Note and all accrued and unpaid interest hereunder or (ii) the date the Event of Default is cured, at the rate of 16% per annum as to Events of Default under Sections 5.4, 5.5 or 5.9 and 10% per annum as to Events of Default under Sections 5.6, 5.7 or 5.8 (in either event, the "Default Rate"). 2.4Section 1.5. Subject In no event shall the Holder be entitled to Section 2.5receive interest, however characterized, at an effective rate in excess of the maximum rate permitted by law. In the event that a court of competent jurisdiction shall finally determine that such amounts paid or agreed to be paid by the Payor in connection with this Note causes the effective interest rate on this Note to exceed the maximum rate permitted by law, such interest or other consideration shall automatically be reduced to a rate which results in an effective interest rate under this Note equal to the maximum rate permitted by law over the term hereof, and, in such event, the Borrower Holder shall have apply to the right and privilege reduction of paying the entire Principal Amount unpaid principal balance of this Note remaining unpaid and outstanding at any time or timesamounts received by it deemed to constitute excessive interest. For purposes of this Note, without notice, bonus, or penaltywhere appropriate the term "Holder" shall include the Payee. 2.5Section 1.6. Notwithstanding anything The Company may pay principal and interest due under this Note by Company check. The Holder must surrender this Note to the contrary herein or otherwise, for as long as there is any amount outstanding under this Note: 2.5.1. The Borrower acknowledges that any distributions or payments made by Lender with respect Company to the Class D Preferred Shares, including any receive payment on account of the Redemption Price pursuant to Sections 37.5 or 37.6 of the Articles, shall be satisfied by the issuance by Lender, as applicable, of a Payment Note in such principal amount of the distribution or payment to the Borrower, which Payment Note shall then be automatically set off against any amount outstanding under this Note without any further action required by either the Borrower or Lender; 2.5.2. The Lender acknowledges and agrees that the Borrower, in its sole and absolute discretion, may repay the entire Principal Amount by providing notice to and directing the Lender to redeem the Class D Preferred Shares of the Lender which are held by the Borrower in satisfaction of the Principal Amount in accordance with Sections 37.6 and 37.7 of the Articles; provided that prior to the Mandatory Payment Date, the Lender shall be under no obligation to redeem such Class D Preferred Shares if there is an impediment or prohibition, whether at law, in equity, or otherwise, against the redemption of such Class D Preferred Shares and paying the Redemption Price in the manner contemplated pursuant to Section 37.7 of the Articles; and 2.5.3. The Lender’s sole recourse against the Borrower with respect to the repayment of the Principal Amount, in any manner whatsoever whether before or after the Maturity Payment Date, is the redemption of the Class D Preferred Shares held by the Borrower and the set off of the Redemption Price for such Class D Preferred Shares in accordance with Section 37.7 of the ArticlesNote.