Common use of Optional Prepayment Clause in Contracts

Optional Prepayment. (a) The Company shall have the right, exercisable at any time upon twenty (20) Trading Days prior written notice to the Holders of the Debentures to be prepaid and accompanied by any waiver required by holders of senior indebtedness of the Company for such prepayment (the "Optional Prepayment Notice"), to prepay, all or any portion of the outstanding principal amount of the Debentures which have not previously been repaid or for which Conversion Notices have not previously been delivered. The prepayment price applicable to such prepayments shall equal the Optional Prepayment Price (as defined in Section 7) and shall be paid in cash. Any such prepayment shall be free of any claim of subordination. The Holders shall have the right to tender, and the Company shall honor, Conversion Notices delivered prior to the expiration of the twentieth (20th) Trading Day after receipt by the Holders of an Optional Prepayment Notice for such Debentures (the 20th Trading Day after receipt by the Holders of an Optional Prepayment Notice is referred to herein as the "Optional Prepayment Date"). (b) If any portion of the Optional Prepayment Price shall not be paid by the Company by the second (2nd) Business Day following the Optional Prepayment Date, the Optional Prepayment Price shall be increased by 15% per annum (to accrue daily) until paid (which amount shall be paid as liquidated damages and not as a penalty). In addition, if any portion of the optional Prepayment Price remains unpaid through the expiration of the Optional Prepayment Date, the Holder subject to such prepayment may elect by written notice to the Company to either (x) demand conversion in accordance with the formula and the time period therefor set forth in Section 4 of any portion of the principal amount of Debentures for which the Optional Prepayment Price, plus accrued liquidated damages thereof, has not been paid in full (the "Unpaid Prepayment Principal Amount"), in which event the applicable Per Share Market Value shall be the lower of the Per Share Market Value calculated on the Optional Prepayment Date and the Per Share Market Value as of the Holder's written demand for conversion, or (y) invalidate ab initio such optional redemption, notwithstanding anything herein contained to the contrary. If the Holder elects option (x) above, the Company shall within three (3) Trading Days such election is deemed delivered hereunder to the Holder the shares of Common Stock issuable upon conversion of the Unpaid Prepayment Principal Amount subject to such conversion demand and otherwise perform its obligations hereunder with respect thereto; or, if the Holder elects option (y) above, the Company shall promptly, and in any event not later than three (3) Trading Days from receipt of notice of such election, return to the Holder new Debentures for the full Unpaid Prepayment Principal Amount. If, upon an election under option (x) above, the Company fails to deliver the shares of Common Stock issuable upon conversion of the Unpaid Prepayment Principal Amount within the time period set forth in this Section, the Company shall pay to the Holder in cash, as liquidated damages and not as a penalty, $2,500 per day until the Company delivers such Common Stock to the Holder.

Optional Prepayment. (a) The Company shall have the right, exercisable at any time upon twenty (20) Trading Days prior written notice to the Holders of the Debentures to be prepaid and accompanied by any waiver required by holders of senior indebtedness of the Company for such prepayment (the "Optional Prepayment NoticeOPTIONAL PREPAYMENT NOTICE"), to prepay, all or any portion of the outstanding principal amount of the Debentures which have not previously been repaid or for which Conversion Notices have not previously been delivered. The prepayment price applicable to such prepayments shall equal the Optional Prepayment Price (as defined in Section 7) and shall be paid in cash. Any such prepayment shall be free of any claim of subordination. The Holders shall have the right to tender, and the Company shall honor, Conversion Notices delivered prior to the expiration of the twentieth (20th) Trading Day after receipt by the Holders of an Optional Prepayment Notice for such Debentures (the 20th Trading Day after receipt by the Holders of an Optional Prepayment Notice is referred to herein as the "Optional Prepayment DateOPTIONAL PREPAYMENT DATE"). (b) If any portion of the Optional Prepayment Price shall not be paid by the Company by the second (2nd) Business Day following the Optional Prepayment Date, the Optional Prepayment Price shall be increased by 15% per annum (to accrue daily) until paid (which amount shall be paid as liquidated damages and not as a penalty). In addition, if any portion of the optional Prepayment Price remains unpaid through the expiration of the Optional Prepayment Date, the Holder subject to such prepayment may elect by written notice to the Company to either (x) demand conversion in accordance with the formula and the time period therefor set forth in Section 4 of any portion of the principal amount of Debentures for which the Optional Prepayment Price, plus accrued liquidated damages thereof, has not been paid in full (the "Unpaid Prepayment Principal AmountUNPAID PREPAYMENT PRINCIPAL AMOUNT"), in which event the applicable Per Share Market Value shall be the lower of the Per Share Market Value calculated on the Optional Prepayment Date and the Per Share Market Value as of the Holder's written demand for conversion, or (y) invalidate ab initio AB INITIO such optional redemption, notwithstanding anything herein contained to the contrary. If the Holder elects option (x) above, the Company shall within three (3) Trading Days such election is deemed delivered hereunder to the Holder the shares of Common Stock issuable upon conversion of the Unpaid Prepayment Principal Amount subject to such conversion demand and otherwise perform its obligations hereunder with respect thereto; or, if the Holder elects option (y) above, the Company shall promptly, and in any event not later than three (3) Trading Days from receipt of notice of such election, return to the Holder new Debentures for the full Unpaid Prepayment Principal Amount. If, upon an election under option (x) above, the Company fails to deliver the shares of Common Stock issuable upon conversion of the Unpaid Prepayment Principal Amount within the time period set forth in this Section, the Company shall pay to the Holder in cash, as liquidated damages and not as a penalty, $2,500 per day until the Company delivers such Common Stock to the Holder.

Optional Prepayment. (a) The Subject to Section 5(b) below, the Company shall have the right, exercisable at any time during the first thirty days after the Original Issue Date only, in accordance with the terms hereof and upon twenty (20) ten Trading Days Days' prior written notice to the Holders of the Debentures to be prepaid and accompanied by any waiver required by holders of senior indebtedness of the Company for such prepayment (the an "Optional Prepayment Notice"), to prepay, prepay all or any portion of the outstanding principal amount of the Debentures which have has not previously been repaid or for which Conversion Notices have not previously been delivered. The prepayment price applicable to such prepayments under this Section 5(a) shall equal the Optional Prepayment Price (as defined in Section 7) and shall be paid in cash. Any such prepayment shall be free of any claim of subordination. The Holders shall have the right to tender, and the Company shall honor, Conversion Notices delivered prior to the expiration of the twentieth (20th) Trading Day after receipt by the Holders of an Optional Prepayment Notice for such Debentures (the 20th tenth Trading Day after receipt by the Holders of an Optional Prepayment Notice is referred to herein as the ("Optional Prepayment Date"). (b) If any portion of the Optional Prepayment Price shall not be paid by the Company by the second (2nd) Business Trading Day following the Optional Prepayment Date, the Optional Prepayment Price shall be increased by 15% per annum (or such lesser maximum amount that is permitted to be paid by applicable law) to accrue daily) until paid daily from the date such interest is due hereunder through and including the date of payment (which amount shall be paid as liquidated damages and not as a penalty). In addition, if any portion of the optional Prepayment Price remains unpaid through the expiration of the Optional Prepayment Date, the Holder subject to such prepayment may elect by written notice to the Company to either (x) demand conversion in accordance with the formula and the time period therefor set forth in Section 4 of any portion of the principal amount of Debentures for which the Optional Prepayment Price, plus accrued liquidated damages thereofand accrued interest thereon, has not been paid in full (the "Unpaid Prepayment Principal Amount"), in which event the applicable Per Share Market Value shall be the lower of the Per Share Market Value calculated on the Optional Prepayment Date and the Per Share Market Value as of the Holder's written demand for conversion, or (y) invalidate ab initio such optional redemptionprepayment, notwithstanding anything herein contained to the contrary. If the Holder elects option (x) above, the Company shall shall, within three (3) five Trading Days after such election is deemed delivered hereunder hereunder, deliver to the Holder the shares of Common Stock issuable upon conversion of the Unpaid Prepayment Principal Amount subject to such conversion demand and otherwise perform its obligations hereunder with respect thereto; or, if . If the Holder elects option (y) above, the Company shall promptly, and in any event not later than three (3) Trading Days from receipt of notice of such election, return to the Holder new Debentures for the full Unpaid Prepayment Principal AmountAmount and shall no longer have any prepayment rights under this Debenture. If, upon an election under option (x) above, the Company fails to deliver certificates representing the shares of Common Stock issuable upon conversion of the Unpaid Prepayment Principal Amount within the time period set forth in this Section, the Company shall pay to the Holder in cash, as liquidated damages and not as a penalty, $2,500 5,000 per day until the Company delivers such Common Stock certificates to the Holder.

Optional Prepayment. (a) The Company shall have the right, exercisable at any time upon twenty (20) Trading Days prior written notice to the Holders of the Debentures to be prepaid and accompanied by any waiver required by holders of senior indebtedness of the Company for such prepayment Holder (the "Optional Prepayment Notice"), to prepay, from funds legally available therefor at the time of such prepayment, all or any portion of the outstanding principal amount of the Debentures which have not previously been repaid or for which Conversion Notices have not previously been delivered. The prepayment delivered hereunder, at a price applicable equal to such prepayments shall equal the Optional Prepayment Price (as defined in Section 7) and shall be paid in cashbelow). Any such prepayment by the Company shall be in cash and shall be free of any claim of subordination. The Holders Holder shall have the right to tender, and the Company shall honor, Conversion Notices delivered prior to the expiration of the twentieth (20th) Trading Day after receipt by the Holders Holder of an Optional Prepayment Notice for such Debentures (the 20th Trading Day after receipt by the Holders of an Optional Prepayment Notice is referred to herein as such date, the "Optional Prepayment Date"). (b) If any portion of the Optional Prepayment Price shall not be paid by the Company by the second (2nd) Business Day following the Optional Prepayment Date, the Optional Prepayment Price shall be increased by 15% per annum (to accrue daily) until paid (which amount shall be paid as liquidated damages and not as a penalty). In addition, if any portion of the optional Prepayment Price remains unpaid through the expiration of the Optional Prepayment Date, the Holder subject to such prepayment may elect by written notice to the Company to either (xi) demand conversion in accordance with the formula and the time period therefor set forth in Section 4 of any portion of the principal amount of Debentures for which the Optional Prepayment PricePrice (including interest therefor), plus accrued liquidated damages thereof, has not been paid in full (the "Unpaid Prepayment Principal Amount"), in which event the applicable Per Share Market Value shall be the lower of the Per Share Market Value calculated on the Optional Prepayment Date and the Per Share Market Value as of the Holder's written demand for conversion, or (yii) invalidate ab initio such optional redemption, notwithstanding anything herein contained to the contrary. If the Holder elects option (xi) above, the Company shall shall, within three (3) Trading Days of the date such election is deemed delivered hereunder hereunder, deliver to the Holder the shares of Common Stock issuable upon conversion of the Unpaid Prepayment Principal Amount subject to such conversion demand and otherwise perform its obligations hereunder with respect thereto; or, if the Holder elects option (yii) above, the Company shall promptly, and in any event not later than three (3) Trading Days from receipt of notice of such election, return to the Holder new Debentures for the full Unpaid Prepayment Principal Amount. If, upon an election under option (xi) above, the Company fails to deliver the shares of Common Stock issuable upon conversion of the Unpaid Prepayment Principal Amount within four (4) Trading Days of the time period set forth in this Sectiondate that such election is deemed delivered hereunder, the Company shall pay to the Holder in cash, as liquidated damages and not as a penalty, $2,500 1,500 per day until the Company delivers such Common Stock to the Holder.

Optional Prepayment. (a) The Company shall have the right, exercisable at any time upon twenty (20) Trading Days prior written notice to the Holders of the Debentures to be prepaid and accompanied by any waiver required by holders of senior indebtedness of the Company for such prepayment (the "Optional Prepayment Notice"), to prepay, from funds legally available therefor at the time of such prepayment, all or any portion of the outstanding principal amount of the Debentures which have not previously been repaid or for which Conversion Notices have not previously been delivered. The prepayment delivered hereunder, at a price applicable equal to such prepayments shall equal the Optional Prepayment Price (as defined in Section 7) and shall be paid in cashbelow). Any such prepayment by the Company shall be in cash and shall be free of any claim of subordination. The Holders shall have the right to tender, and the Company shall honor, Conversion Notices delivered prior to the expiration of the twentieth (20th) Trading Day after receipt by the Holders of an Optional Prepayment Notice for such Debentures (the 20th Trading Day after receipt by the Holders of an Optional Prepayment Notice is referred to herein as such date, the "Optional Prepayment Date"). (b) If any portion of the Optional Prepayment Price shall not be paid by the Company by the second (2nd) Business Day following the Optional Prepayment Date, the Optional Prepayment Price shall be increased by 15% per annum (to accrue daily) until paid (which amount shall be paid as liquidated damages and not as a penalty). In addition, if any portion of the optional Prepayment Price remains unpaid through the expiration of the Optional Prepayment Date, the Holder subject to such prepayment may elect by written notice to the Company to either (xi) demand conversion in accordance with the formula and the time period therefor set forth in Section 4 of any portion of the principal amount of Debentures for which the Optional Prepayment Price, plus accrued liquidated damages thereof, has not been paid in full (the "Unpaid Prepayment Principal Amount"), in which event the applicable Per Share Market Value shall be the lower of the Per Share Market Value calculated on the Optional Prepayment Date and the Per Share Market Value as of the Holder's written demand for conversion, or (yii) invalidate ab initio such optional redemption, notwithstanding anything herein contained to the contrary. If the Holder elects option (xi) above, the Company shall shall, within three (3) Trading Days of the date such election is deemed delivered hereunder hereunder, deliver to the Holder the shares of Common Stock issuable upon conversion of the Unpaid Prepayment Principal Amount subject to such conversion demand and otherwise perform its obligations hereunder with respect thereto; or, if the Holder elects option (yii) above, the Company shall promptly, and in any event not later than three (3) Trading Days from receipt of notice of such election, return to the Holder new Debentures for the full Unpaid Prepayment Principal Amount. If, upon an election under option (xi) above, the Company fails to deliver the shares of Common Stock issuable upon conversion of the Unpaid Prepayment Principal Amount within four (4) Trading Days of the time period set forth in this Sectiondate that such election is deemed delivered hereunder, the Company shall pay to the Holder in cash, as liquidated damages and not as a penalty, $2,500 1,500 per day until the Company delivers such Common Stock to the Holder.

Optional Prepayment. (a) The Subject to Section 5(b) below, the Company shall have the right, exercisable at any time and from time to time after the Original Issue Date, in accordance with the terms hereof and upon twenty (20) ten Trading Days Days' prior written notice to the Holders of the Debentures to be prepaid and accompanied by any waiver required by holders of senior indebtedness of the Company for such prepayment (the an "Optional Prepayment Notice"), -------------------------- to prepay, prepay all or any portion of the outstanding principal amount of the Debentures which have has not previously been repaid or for which Conversion Notices have not previously been delivered. The prepayment price applicable to such prepayments under this Section 5(a) shall equal the Optional Prepayment Price (as defined in Section 7) and shall be paid in cash. Any such prepayment shall be free of any claim of subordination. The Holders shall have the right to tender, and the Company shall honor, Conversion Notices delivered prior to the expiration of the twentieth (20th) tenth Trading Day after receipt by the Holders of an Optional Prepayment Notice for such Debentures (the 20th tenth Trading Day after receipt by the Holders of an Optional Prepayment Notice is referred to herein as the "Optional Prepayment Date")) ------------------------ (b) The Company shall not be entitled to deliver an Optional Prepayment Notice to the Holder (and, if after delivery thereof and prior to the Optional Prepayment Date, any of the following conditions shall cease to be met, such notice, at the option of the Holders, shall be deemed no longer effective) if: (i) the number of shares of Common Stock at the time authorized, unissued and unreserved for all purposes is insufficient to satisfy the Company's conversion obligations of the aggregate principal amount of Debentures then outstanding, or (ii) there is neither an effective Underlying Shares Registration Statement under which the Holders can resell all of the issued Underlying Shares and all of the Underlying Shares as are issuable upon conversion in full of the principal amount of Debentures subject to an Optional Prepayment Notice nor may all of such issued and issuable Underlying Shares be sold by the Holders subject to such prepayment without volume restrictions pursuant to Rule 144 promulgated under the Securities Act, as determined by counsel to the Company pursuant to a written opinion letter, addressed to the Company's transfer agent in the form and substance acceptable to the Holders and such transfer agent, or (iii) the Common Stock is not then listed or quoted for trading on the OTC or on a Subsequent Market. (bc) If any portion of the Optional Prepayment Price shall not be paid by the Company by the second (2nd2/nd/) Business Trading Day following the Optional Prepayment Date, the Optional Prepayment Price shall be increased by 15% per annum (or such lesser maximum amount that is permitted to be paid by applicable law) to accrue daily) until paid daily from the date such interest is due hereunder through and including the date of payment (which amount shall be paid as liquidated damages and not as a penalty). In addition, if any portion of the optional Prepayment Price remains unpaid through the expiration of the Optional Prepayment Date, the Holder subject to such prepayment may elect by written notice to the Company to either (x) demand conversion in accordance with the formula and the time period therefor set forth in Section 4 of any portion of the principal amount of Debentures for which the Optional Prepayment Price, plus accrued liquidated damages thereofand accrued interest thereon, has not been paid in full (the "Unpaid Prepayment Principal Amount"), in which ---------------------------------- event the applicable Per Share Market Value shall be the lower of the Per Share Market Value calculated on the Optional Prepayment Date and the Per Share Market Value as of the Holder's written demand for conversion, or (y) invalidate ab initio such optional redemptionprepayment, notwithstanding anything herein contained to the contrary. If the Holder elects option (x) above, the Company shall shall, within three (3) five Trading Days after such election is deemed delivered hereunder hereunder, deliver to the Holder the shares of Common Stock issuable upon conversion of the Unpaid Prepayment Principal Amount subject to such conversion demand and otherwise perform its obligations hereunder with respect thereto; or, if . If the Holder elects option (y) above, the Company shall promptly, and in any event not later than three (3) five Trading Days from receipt of notice of such election, return to the Holder new Debentures for the full Unpaid Prepayment Principal AmountAmount and shall no longer have any prepayment rights under this Debenture. If, upon an election under option (x) above, the Company fails to deliver certificates representing the shares of Common Stock issuable upon conversion of the Unpaid Prepayment Principal Amount within the time period set forth in this Section, the Company shall pay to the Holder in cash, as liquidated damages and not as a penalty, $2,500 per day until the Company delivers such Common Stock certificates to the Holder.

Optional Prepayment. (a) The Subject to Section 5(b) below, the Company shall have the right, exercisable at any time and from time to time after the Original Issue Date, in accordance with the terms hereof and upon twenty (20) ten Trading Days Days' prior written notice to the Holders of the Debentures to be prepaid and accompanied by any waiver required by holders of senior indebtedness of the Company for such prepayment (the an "Optional Prepayment NoticeOPTIONAL PREPAYMENT NOTICE"), to prepay, prepay all or any portion of the outstanding principal amount of the Debentures which have has not previously been repaid or for which Conversion Notices have not previously been delivered. The prepayment price applicable to such prepayments under this Section 5(a) shall equal the Optional Prepayment Price (as defined in Section 7) and shall be paid in cash. Any such prepayment shall be free of any claim of subordination. The Holders shall have the right to tender, and the Company shall honor, Conversion Notices delivered prior to the expiration of the twentieth (20th) tenth Trading Day after receipt by the Holders of an Optional Prepayment Notice for such Debentures (the 20th tenth Trading Day after receipt by the Holders of an Optional Prepayment Notice is referred to herein as the "OPTIONAL PREPAYMENT DATE") (b) The Company shall not be entitled to deliver an Optional Prepayment Notice to the Holder (and, if after delivery thereof and prior to the Optional Prepayment Date"), any of the following conditions shall cease to be met, such notice, at the option of the Holders, shall be deemed no longer effective) if: (i) the number of shares of Common Stock at the time authorized, unissued and unreserved for all purposes is insufficient to satisfy the Company's conversion obligations of the aggregate principal amount of Debentures then outstanding, or (ii) there is neither an effective Underlying Shares Registration Statement under which the Holders can resell all of the issued Underlying Shares and all of the Underlying Shares as are issuable upon conversion in full of the principal amount of Debentures subject to an Optional Prepayment Notice nor may all of such issued and issuable Underlying Shares be sold by the Holders subject to such prepayment without volume restrictions pursuant to Rule 144 promulgated under the Securities Act, as determined by counsel to the Company pursuant to a written opinion letter, addressed to the Company's transfer agent in the form and substance acceptable to the Holders and such transfer agent, or (iii) the Common Stock is not then listed or quoted for trading on the OTC or on a Subsequent Market. (bc) If any portion of the Optional Prepayment Price shall not be paid by the Company by the second fifth (2nd5th) Business Trading Day following the Optional Prepayment Date, the Optional Prepayment Price shall be increased by 15% per annum (or such lesser maximum amount that is permitted to be paid by applicable law) to accrue daily) until paid daily from the date such interest is due hereunder through and including the date of payment (which amount shall be paid as liquidated damages and not as a penalty). In addition, if any portion of the optional Prepayment Price remains unpaid through the expiration of the Optional Prepayment Date, the Holder subject to such prepayment may elect by written notice to the Company to either (x) demand conversion in accordance with the formula and the time period therefor set forth in Section 4 of any portion of the principal amount of Debentures for which the Optional Prepayment Price, plus accrued liquidated damages thereofand accrued interest thereon, has not been paid in full (the "Unpaid Prepayment Principal AmountUNPAID PREPAYMENT PRINCIPAL AMOUNT"), in which event the applicable Per Share Market Value shall be the lower of the Per Share Market Value calculated on the Optional Prepayment Date and the Per Share Market Value as of the Holder's written demand for conversion, or (y) invalidate ab initio AB INITIO such optional redemptionprepayment, notwithstanding anything herein contained to the contrary. If the Holder elects option (x) above, the Company shall shall, within three (3) five Trading Days after such election is deemed delivered hereunder hereunder, deliver to the Holder the shares of Common Stock issuable upon conversion of the Unpaid Prepayment Principal Amount subject to such conversion demand and otherwise perform its obligations hereunder with respect thereto; or, if . If the Holder elects option (y) above, the Company shall promptly, and in any event not later than three (3) five Trading Days from receipt of notice of such election, return to the Holder new Debentures for the full Unpaid Prepayment Principal AmountAmount and shall no longer have any prepayment rights under this Debenture. If, upon an election under option (x) above, the Company fails to deliver certificates representing the shares of Common Stock issuable upon conversion of the Unpaid Prepayment Principal Amount within the time period set forth in this Section, the Company shall pay to the Holder in cash, as liquidated damages and not as a penalty, $2,500 per day until the Company delivers such Common Stock certificates to the Holder.

Optional Prepayment. (a) The Company shall have the right, exercisable at any time during the first thirty days after the Original Issue Date and upon twenty (20) ten Trading Days Days' prior written notice to the affected Holders of the Debentures to be prepaid and accompanied by any waiver required by holders of senior indebtedness of the Company for such prepayment (the an "Optional Prepayment Notice"), to prepay, prepay all or any portion of the outstanding principal amount of the Debentures which have not previously been repaid or for which Conversion Notices have not previously been delivered. delivered or for which an Event of Default shall not have been declared. (b) The prepayment price applicable to such prepayments under Section 13(a) shall equal the Optional Prepayment Price (as defined in Section 7) and shall be paid in cashcash by the seventh (7th) Trading Day following the date that the Company delivers the Optional Prepayment Notice (the "Optional Prepayment Date"). Any such prepayment shall be free of any claim of subordination. The Holders shall have the right to tender, and the Company shall honor, Conversion Notices delivered prior to the expiration of the twentieth (20th) seventh Trading Day after receipt by the Holders of an Optional Prepayment Notice for such Debentures (the 20th Trading Day after receipt by the Holders of an Optional Prepayment Notice is referred to herein as the "Optional Prepayment Date"). (bc) If any portion of the Optional Prepayment Price shall not be paid by the Company by the second (2nd) Business seventh Trading Day following after the Optional Prepayment Date, the Optional Prepayment Price shall be increased by 1512.5% per annum (or such lesser maximum amount that is permitted to be paid by applicable law) to accrue daily) until paid daily from the date such interest is due hereunder through and including the date of payment (which amount shall be paid as liquidated damages and not as a penalty). In addition, if any portion of the optional Prepayment Price remains unpaid through the expiration of the seventh Trading Day after the Optional Prepayment Date, the Holder subject to such prepayment may elect by written notice to the Company to either (x) demand conversion in accordance with the formula and the time period therefor set forth in Section 4 5 of any portion of the principal amount of Debentures for which the Optional Prepayment Price, plus accrued liquidated damages thereofand accrued interest thereon, has not been paid in full (the "Unpaid Prepayment Principal Amount"), in which event the applicable Per Share Market Value Closing Price shall be the lower of the Per Share Market Value Closing Price calculated on the Optional Prepayment Date and the Per Share Market Value Closing Price as of the Holder's written demand for conversion, or (y) invalidate ab initio such optional redemptionprepayment, notwithstanding anything herein contained to the contrary. If the Holder elects option (x) above, the Company shall shall, within three (3) Trading Days after such election is deemed delivered hereunder hereunder, deliver to the Holder the shares of Common Stock issuable upon conversion of the Unpaid Prepayment Principal Amount subject to such conversion demand and otherwise perform its obligations hereunder with respect thereto; or, if . If the Holder elects option (y) above, the Company shall promptly, and in any event not later than three (3) Trading Days from receipt of notice of such election, return to the Holder new Debentures for the full Unpaid Prepayment Principal AmountAmount and shall no longer have any prepayment rights under this Debenture. If, upon an election under option (x) above, the Company fails to deliver certificates representing the shares of Common Stock issuable upon conversion of the Unpaid Prepayment Principal Amount within the time period set forth in this Section, the Company shall pay to the Holder in cash, as liquidated damages and not as a penalty, $2,500 2,000 per day until the Company delivers such Common Stock certificates to the Holder.

Optional Prepayment. (a) The Company shall have the right, exercisable at any time upon twenty thirty (2030) Trading Days prior written notice to the Holders of the Debentures to be prepaid and accompanied by any waiver required by holders of senior indebtedness of the Company for such prepayment (the "Optional Prepayment Notice") given at any time after the 90th day following the date the Underlying Securities Registration Statement has been declared effective by the Commission (provided that any Trading Days that the holders are prohibited from utilizing such Underlying Securities Registration Statement to resell Underlying Shares, despite their desire to do so, shall be added to such 90 day period), to prepay, from funds legally available therefor at the time of such prepayment, all or any portion of the outstanding principal amount of the Debentures which have not previously been repaid or for which Conversion Notices have not previously been delivered. The prepayment delivered hereunder, at a price applicable equal to such prepayments shall equal the Optional Prepayment Price (as defined in Section 7) and shall be paid in cashbelow). Any such prepayment by the Company shall be in cash and shall be free of any claim of subordination. The Holders shall have the right to tender, and the Company shall honor, Conversion Notices delivered prior to the expiration of the twentieth thirtieth (20th30th) Trading Day after receipt by the Holders of an Optional Prepayment Notice for such Debentures (the 20th Trading Day after receipt by the Holders of an Optional Prepayment Notice is referred to herein as such date, the "Optional Prepayment Date"). (b) If any portion of the Optional Prepayment Price shall not be paid by the Company by the second (2nd) Business Day following the Optional Prepayment Date, the Optional Prepayment Price shall be increased by 15% per annum (to accrue daily) until paid (which amount shall be paid as liquidated damages and not as a penalty). In addition, if any portion of the optional Prepayment Price remains unpaid through the expiration of the Optional Prepayment Date, the Holder subject to such prepayment may elect by written notice to the Company to either (xi) demand conversion in accordance with the formula and the time period therefor set forth in Section 4 of any portion of the principal amount of Debentures for which the Optional Prepayment Price, plus accrued liquidated damages thereof, has not been paid in full (the "Unpaid Prepayment Principal Amount"), in which event the applicable Per Share Market Value shall be the lower of the Per Share Market Value calculated on the Optional Prepayment Date and the Per Share Market Value as of the Holder's written demand for conversion, or (yii) invalidate ab initio such optional redemption, notwithstanding anything herein contained to the contrary. If the Holder elects option (xi) above, the Company shall within three (3) Trading Days such election is deemed delivered hereunder to the Holder the shares of Common Stock issuable upon conversion of the Unpaid Prepayment Principal Amount subject to such conversion demand and otherwise perform its obligations hereunder with respect thereto; or, if the Holder elects option (yii) above, the Company shall promptly, and in any event not later than three (3) Trading Days from receipt of notice of such election, return to the Holder new Debentures for the full Unpaid Prepayment Principal Amount. If, upon an election under option (xi) above, the Company fails to deliver the shares of Common Stock issuable upon conversion of the Unpaid Prepayment Principal Amount within prior to the time period set forth in this Sectionfifth Trading Day after such election is deemed delivered hereunder, the Company shall pay to the Holder in cash, as liquidated damages and not as a penalty, $2,500 1,500 per day until the Company delivers such Common Stock to the Holder.

Optional Prepayment. (a) The Company shall have the right, exercisable at any time during the first thirty days after the Original Issue Date and upon twenty (20) ten Trading Days Days' prior written notice to the affected Holders of the Debentures to be prepaid and accompanied by any waiver required by holders of senior indebtedness of the Company for such prepayment (the an "Optional Prepayment Notice"), to prepay, prepay all or any portion of the outstanding principal amount of the Debentures which have not previously been repaid or for which Conversion Notices have not previously been delivered. delivered or for which an Event of Default shall not have been declared. (b) The prepayment price applicable to such prepayments under Section 13(a) shall equal the Optional Prepayment Price (as defined in Section 7) and shall be paid in cashcash by the twelfth (12th) Trading Day following the date that the Company delivers the Optional Prepayment Notice (the "Optional Prepayment Date"). Any such prepayment shall be free of any claim of subordination. The Holders shall have the right to tender, and the Company shall honor, Conversion Notices delivered prior to the expiration of the twentieth (20th) twelfth Trading Day after receipt by the Holders of an Optional Prepayment Notice for such Debentures (the 20th Trading Day after receipt by the Holders of an Optional Prepayment Notice is referred to herein as the "Optional Prepayment Date"). (bc) If any portion of the Optional Prepayment Price shall not be paid by the Company by the second (2nd) Business twelfth Trading Day following after the Optional Prepayment Date, the Optional Prepayment Price shall be increased by 1512.5% per annum (or such lesser maximum amount that is permitted to be paid by applicable law) to accrue daily) until paid daily from the date such interest is due hereunder through and including the date of payment (which amount shall be paid as liquidated damages and not as a penalty). In addition, if any portion of the optional Prepayment Price remains unpaid through the expiration of the twelfth Trading Day after the Optional Prepayment Date, the Holder subject to such prepayment may elect by written notice to the Company to either (x) demand conversion in accordance with the formula and the time period therefor set forth in Section 4 5 of any portion of the principal amount of Debentures for which the Optional Prepayment Price, plus accrued liquidated damages thereofand accrued interest thereon, has not been paid in full (the "Unpaid Prepayment Principal Amount"), in which event the applicable Per Share Market Value Closing Price shall be the lower of the Per Share Market Value Closing Price calculated on the Optional Prepayment Date and the Per Share Market Value Closing Price as of the Holder's written demand for conversion, or (y) invalidate ab initio such optional redemptionprepayment, notwithstanding anything herein contained to the contrary. If the Holder elects option (x) above, the Company shall shall, within three (3) Trading Days after such election is deemed delivered hereunder hereunder, deliver to the Holder the shares of Common Stock issuable upon conversion of the Unpaid Prepayment Principal Amount subject to such conversion demand and otherwise perform its obligations hereunder with respect thereto; or, if . If the Holder elects option (y) above, the Company shall promptly, and in any event not later than three (3) Trading Days from receipt of notice of such election, return to the Holder new Debentures for the full Unpaid Prepayment Principal AmountAmount and shall no longer have any prepayment rights under this Debenture. If, upon an election under option (x) above, the Company fails to deliver certificates representing the shares of Common Stock issuable upon conversion of the Unpaid Prepayment Principal Amount within the time period set forth in this Section, the Company shall pay to the Holder in cash, as liquidated damages and not as a penalty, $2,500 2,000 per day until the Company delivers such Common Stock certificates to the Holder.

Optional Prepayment. If the VWAP of the Common Stock is equal to or greater than one hundred and fifty percent (a150%) The Company shall of the Conversion Price then in effect for at least 20 consecutive Trading Days, including the Trading Day immediately preceding the date on which Borrower provides the related Notice of Redemption (as defined below), Borrower will have the rightoption of prepaying, exercisable at in whole but not in part, the outstanding Principal Amount of this Note (“Optional Redemption”) by paying to the Holder a sum of money in cash equal to one hundred and ten percent (110%) of the Principal Amount to be redeemed, together with accrued but unpaid interest thereon, if any, and any time upon twenty and all other sums due, accrued or payable to the Holder arising under this Note through the Redemption Payment Date, as defined below (20the “Redemption Amount”). The Borrower’s election to exercise its right to prepay this Note must be by notice in writing (“Notice of Redemption”). The Notice of Redemption shall specify the date for such Optional Redemption (the “Redemption Payment Date”), which date shall be a date certain not sooner than ten (10) Trading Days after Holder receives the Notice of Redemption (the “Redemption Period”). In addition to the VWAP condition specified in the first sentence of this clause (b), a Notice of Redemption, if given, must be given within two Trading Days following thirty (30) consecutive Trading Days during which all of the Equity Conditions have been satisfied each day (other than the Equity Conditions set forth in clause (c) thereunder). A Notice of Redemption shall not be effective with respect to any portion of the Principal Amount for which the Holder has previously delivered an election to convert, nor for conversions initiated or made by the Holder during the Redemption Period. On the Redemption Payment Date, the Redemption Amount, less any cash portion of the Redemption Amount against which the Holder has exercised its conversion rights, shall be paid to the Holder in immediately available funds. In the event the Borrower fails to pay the Redemption Amount on the Redemption Payment Date as set forth herein, then (i) such Notice of Redemption will, at the election of the Holder, be null and void, (ii) the Borrower will not have the right to deliver another Notice of Redemption, and (iii) Borrower’s failure may be deemed by Holder to be a non-curable Event of Default. In the event the Equity Conditions cease to be satisfied prior to the payment of the Redemption Amount, the Holder may, upon written notice to the Holders of the Debentures to be prepaid and accompanied by Borrower at any waiver required by holders of senior indebtedness of the Company for such prepayment (the "Optional Prepayment Notice"), to prepay, all or any portion of the outstanding principal amount of the Debentures which have not previously been repaid or for which Conversion Notices have not previously been delivered. The prepayment price applicable to such prepayments shall equal the Optional Prepayment Price (as defined in Section 7) and shall be paid in cash. Any such prepayment shall be free of any claim of subordination. The Holders shall have the right to tender, and the Company shall honor, Conversion Notices delivered time prior to the expiration payment of the twentieth (20th) Trading Day after receipt by Redemption Amount, cancel the Holders Notice of an Optional Prepayment Notice for such Debentures (the 20th Trading Day after receipt by the Holders of an Optional Prepayment Notice is referred to herein as the "Optional Prepayment Date")Redemption. (b) If any portion of the Optional Prepayment Price shall not be paid by the Company by the second (2nd) Business Day following the Optional Prepayment Date, the Optional Prepayment Price shall be increased by 15% per annum (to accrue daily) until paid (which amount shall be paid as liquidated damages and not as a penalty). In addition, if any portion of the optional Prepayment Price remains unpaid through the expiration of the Optional Prepayment Date, the Holder subject to such prepayment may elect by written notice to the Company to either (x) demand conversion in accordance with the formula and the time period therefor set forth in Section 4 of any portion of the principal amount of Debentures for which the Optional Prepayment Price, plus accrued liquidated damages thereof, has not been paid in full (the "Unpaid Prepayment Principal Amount"), in which event the applicable Per Share Market Value shall be the lower of the Per Share Market Value calculated on the Optional Prepayment Date and the Per Share Market Value as of the Holder's written demand for conversion, or (y) invalidate ab initio such optional redemption, notwithstanding anything herein contained to the contrary. If the Holder elects option (x) above, the Company shall within three (3) Trading Days such election is deemed delivered hereunder to the Holder the shares of Common Stock issuable upon conversion of the Unpaid Prepayment Principal Amount subject to such conversion demand and otherwise perform its obligations hereunder with respect thereto; or, if the Holder elects option (y) above, the Company shall promptly, and in any event not later than three (3) Trading Days from receipt of notice of such election, return to the Holder new Debentures for the full Unpaid Prepayment Principal Amount. If, upon an election under option (x) above, the Company fails to deliver the shares of Common Stock issuable upon conversion of the Unpaid Prepayment Principal Amount within the time period set forth in this Section, the Company shall pay to the Holder in cash, as liquidated damages and not as a penalty, $2,500 per day until the Company delivers such Common Stock to the Holder.

Optional Prepayment. (a) The Company shall have the right, exercisable at any time upon twenty (20) Trading Days prior written notice to the Holders of the Debentures to be prepaid and accompanied by any waiver required by holders of senior indebtedness of the Company for such prepayment Holder (the "Optional Prepayment NoticeOPTIONAL PREPAYMENT NOTICE"), to prepay, from funds legally available therefor at the time of such prepayment, all or any portion of the outstanding principal amount of the Debentures which have not previously been repaid or for which Conversion Notices have not previously been delivered. The prepayment delivered hereunder, at a price applicable equal to such prepayments shall equal the Optional Prepayment Price (as defined in Section 7) and shall be paid in cashbelow). Any such prepayment by the Company shall be in cash and shall be free of any claim of subordination. The Holders Holder shall have the right to tender, and the Company shall honor, Conversion Notices delivered prior to the expiration of the twentieth (20th) Trading Day after receipt by the Holders Holder of an Optional Prepayment Notice for such Debentures (the 20th Trading Day after receipt by the Holders of an Optional Prepayment Notice is referred to herein as such date, the "Optional Prepayment DateOPTIONAL PREPAYMENT DATE"). (b) If any portion of the Optional Prepayment Price shall not be paid by the Company by the second (2nd) Business Day following the Optional Prepayment Date, the Optional Prepayment Price shall be increased by 1518% per annum (to accrue daily) until paid (which amount shall be paid as liquidated damages and not as a penalty). In addition, if any portion of the optional Prepayment Price remains unpaid through the expiration of the Optional Prepayment Date, the Holder subject to such prepayment may elect by written notice to the Company to either (xi) demand conversion in accordance with the formula and the time period therefor set forth in Section 4 of any portion of the principal amount of Debentures for which the Optional Prepayment PricePrice (including interest therefor), plus accrued liquidated damages thereof, has not been paid in full (the "Unpaid Prepayment Principal AmountUNPAID PREPAYMENT PRINCIPAL AMOUNT"), in which event the applicable Per Share Market Value shall be the lower of the Per Share Market Value calculated on the Optional Prepayment Date and the Per Share Market Value as of the Holder's written demand for conversion, or (yii) invalidate ab initio AB INITIO such optional redemption, notwithstanding anything herein contained to the contrary. If the Holder elects option (xi) above, the Company shall within three (3) Trading Days such election is deemed delivered hereunder to the Holder the shares of Common Stock issuable upon conversion of the Unpaid Prepayment Principal Amount subject to such conversion demand and otherwise perform its obligations hereunder with respect thereto; or, if the Holder elects option (yii) above, the Company shall promptly, and in any event not later than three (3) Trading Days from receipt of notice of such election, return to the Holder new Debentures for the full Unpaid Prepayment Principal Amount. If, upon an election under option (xi) above, the Company fails to deliver the shares of Common Stock issuable upon conversion of the Unpaid Prepayment Principal Amount within the time period set forth in this Section, the Company shall pay to the Holder in cash, as liquidated damages and not as a penalty, $2,500 1,500 per day until the Company delivers such Common Stock to the Holder.

Optional Prepayment. (aA) The Company Borrower shall have have, and is hereby granted, the right, exercisable option to prepay its loan obligation at any time, and from time upon twenty (20to time, and to cause the corresponding optional redemption of the Bonds pursuant to Section 2.9(A) Trading Days prior of the Indenture at such times, in such amounts, and with such premium, if any, for such optional redemption as set forth in the form of the Bond, by delivering a written notice to the Holders Trustee in accordance with Section 8.2 hereof, with a copy to the Authority, setting forth the amount to be prepaid, the amount of Bonds requested to be redeemed with the proceeds of such prepayment, and the date on which such Bonds are to be redeemed. Such prepayment must be sufficient to provide monies for the payment of interest and Redemption Price in accordance with the terms of the Debentures Bonds requested to be prepaid redeemed with such prepayment and accompanied by all other amounts then due under the Financing Documents. In the event of any waiver required by holders complete prepayment of senior indebtedness its loan obligation, the Borrower shall, at the time of such prepayment, also pay or provide for the payment of all reasonable or necessary fees and expenses of the Company for such prepayment (Authority, the "Optional Prepayment Notice"), Trustee and the Paying Agent accrued and to prepay, accrue through the final payment of all or any portion of the outstanding principal amount of the Debentures which have not previously been repaid or for which Conversion Notices have not previously been deliveredBonds. The prepayment price applicable to Any such prepayments shall equal be applied to the Optional Prepayment Price redemption of Bonds (as defined or to reimburse the Credit Facility Provider for amounts drawn under the Credit Facility for the purpose of redeeming the Bonds) in the manner provided in Section 76.2 of the Indenture, and credited against payments due hereunder in the same manner. (B) The Borrower shall have, and is hereby granted, the option to prepay its loan obligation in full at any time without premium if any of the following events shall have occurred, as evidenced in each case by the filing with the Trustee of a certificate of an Authorized Representative of the Borrower to the effect that one of such events has occurred and is continuing, and describing the same: (1) The Project shall have been damaged or destroyed to such extent that (a) the Project cannot be reasonably restored within a period of six (6) months from the date of such damage or destruction to the condition thereof immediately preceding such damage or destruction, or (b) the Borrower is thereby prevented or likely to be prevented from carrying on its normal operation of the Project for a period of six (6) months from the date of such damage or destruction. (2) Title to or the temporary use of all or substantially all of the Project shall have been taken or condemned by a competent authority, which taking or condemnation results or is likely to result in the Borrower being thereby prevented or likely to be prevented from carrying on its normal operation of the Project for a period of six (6) months. (3) A change in the Constitution of the State or of the United States of America or legislative or executive action (whether local, state, or federal) or a final decree, judgment or order of any court or administrative body (whether local, state, or federal) that causes this Agreement to become void or unenforceable or impossible of performance in accordance with the intent and purpose of the parties as expressed herein or, imposes unreasonable burdens or excessive liabilities upon the Borrower with respect to the Project or the operation thereof. (4) The operation of any of the Project shall have been enjoined or shall otherwise have been prohibited by any order, decree, rule or regulation of any court or of any local, state, or federal regulatory body, administrative agency or other governmental body for a period of not less than six months. (5) Changes in the economic availability of raw materials, operating supplies or facilities necessary for the operation of the Project or technological or other changes shall have occurred which the Borrower cannot reasonably overcome or control and which in the Borrower's reasonable judgment renders the Project unsuitable or uneconomic for the purposes herein specified or any tax shall be paid levied upon payments due under the Note in cashan amount which the Borrower in its reasonable judgment believes imposes an unreasonable burden upon the Borrower. Any In any such prepayment case the final loan payment shall be free a sum sufficient, together with other funds deposited with Trustee and available for such purpose, to redeem all Bonds then Outstanding under the Indenture at the redemption price of any claim 100% of subordination. The Holders shall have the right principal amount thereof plus accrued interest to tenderthe redemption date and all other amounts then due under the Financing Documents, and the Company Borrower shall honor, Conversion Notices delivered prior to the expiration also pay or provide for all reasonable or necessary fees and expenses of the twentieth (20th) Trading Day after receipt by the Holders of an Optional Prepayment Notice for such Debentures (the 20th Trading Day after receipt by the Holders of an Optional Prepayment Notice is referred to herein as the "Optional Prepayment Date"). (b) If any portion of the Optional Prepayment Price shall not be paid by the Company by the second (2nd) Business Day following the Optional Prepayment DateAuthority, the Optional Prepayment Price shall be increased by 15% per annum (Trustee and Paying Agent accrued and to accrue daily) until paid (which amount through final payment for the Bonds. The Borrower shall be paid as liquidated damages and not as deliver a penalty). In addition, if any portion of the optional Prepayment Price remains unpaid through the expiration of the Optional Prepayment Date, the Holder subject to such prepayment may elect by written notice to the Company Trustee, with a copy to either (x) demand conversion in accordance with the formula and Authority, requesting the time period therefor set forth in Section 4 of any portion redemption of the principal amount of Debentures for Bonds under the Indenture, which the Optional Prepayment Price, plus accrued liquidated damages thereof, has not been paid in full (the "Unpaid Prepayment Principal Amount"), in which event notice shall have attached thereto the applicable Per Share Market Value shall be the lower certificate of the Per Share Market Value calculated on the Optional Prepayment Date and the Per Share Market Value as Authorized Representative of the Holder's written demand for conversion, or (y) invalidate ab initio such optional redemption, notwithstanding anything herein contained to the contrary. If the Holder elects option (x) above, the Company shall within three (3) Trading Days such election is deemed delivered hereunder to the Holder the shares of Common Stock issuable upon conversion of the Unpaid Prepayment Principal Amount subject to such conversion demand and otherwise perform its obligations hereunder with respect thereto; or, if the Holder elects option (y) above, the Company shall promptly, and in any event not later than three (3) Trading Days from receipt of notice of such election, return to the Holder new Debentures for the full Unpaid Prepayment Principal Amount. If, upon an election under option (x) above, the Company fails to deliver the shares of Common Stock issuable upon conversion of the Unpaid Prepayment Principal Amount within the time period set forth in this Section, the Company shall pay to the Holder in cash, as liquidated damages and not as a penalty, $2,500 per day until the Company delivers such Common Stock to the HolderBorrower.

Optional Prepayment. Replacement of Lender in Respect of Increased ----------------------------------------------------------------- Costs. Within fifteen (a15) The Company shall have the right, exercisable at any time upon twenty (20) Trading Days prior days after receipt by Borrower of written notice ----- and demand from any Lender (an "Affected Lender") for payment of additional costs as provided in Subsection 1.11, Borrower may, at its option, notify Administrative Agent and such Affected Lender of its intention to the Holders do one of the Debentures following: (A) that Borrower has reimbursed such Affected Lender for its increased costs for which it is entitled to be prepaid reimbursement under this Agreement through the date of such sale and accompanied by any waiver required by holders of senior indebtedness assignment; or (B) Borrower may prepay in full all outstanding Obligations owed to such Affected Lender and terminate such Affected Lender's Pro Rata Share of the Company Loan Commitments, in which case the Loan Commitments will be permanently reduced by the amount of such Pro Rata Share. Borrower shall, within ninety (90) days following notice of its intention to do so, prepay in full all outstanding Obligations owed to such Affected Lender (including all applicable Breakage Fees and such Affected Lender's increased costs for which it is entitled to reimbursement under this Agreement through the date of such prepayment (the "Optional Prepayment Notice"prepayment), to prepay, all or any portion of and terminate such Affected Lender's obligations under the outstanding principal amount of the Debentures which have not previously been repaid or for which Conversion Notices have not previously been delivered. The prepayment price applicable to such prepayments shall equal the Optional Prepayment Price (as defined in Section 7) and shall be paid in cashLoan Commitments. Any such prepayment pursuant to this Subsection 1.12(B) shall be free of any claim of subordination. The Holders shall have the right to tender, and the Company shall honor, Conversion Notices delivered prior to the expiration of the twentieth (20th) Trading Day after receipt by the Holders of an Optional Prepayment Notice for such Debentures (the 20th Trading Day after receipt by the Holders of an Optional Prepayment Notice is referred to herein as the "Optional Prepayment Date"). (b) If any portion of the Optional Prepayment Price shall not be paid by the Company by the second (2nd) Business Day following the Optional Prepayment Date, the Optional Prepayment Price shall be increased by 15% per annum (to accrue daily) until paid (which amount shall be paid as liquidated damages and not as a penalty). In addition, if any portion of the optional Prepayment Price remains unpaid through the expiration of the Optional Prepayment Date, the Holder subject to such prepayment may elect by written notice to the Company to either (x) demand conversion applied in accordance with the formula Subsection 1.8 and the time period therefor set forth in Section 4 of any portion of the principal amount of Debentures for which the Optional Prepayment Price, plus accrued liquidated damages thereof, has not been paid in full (the "Unpaid Prepayment Principal Amount"), in which event the applicable Per Share Market Value shall be the lower accompanied by payment of the Per Share Market Value calculated all applicable Breakage Fees and accrued interest on the Optional Prepayment Date and the Per Share Market Value as of the Holder's written demand for conversion, or (y) invalidate ab initio such optional redemption, notwithstanding anything herein contained to the contrary. If the Holder elects option (x) above, the Company shall within three (3) Trading Days such election is deemed delivered hereunder to the Holder the shares of Common Stock issuable upon conversion of the Unpaid Prepayment Principal Amount subject to such conversion demand and otherwise perform its obligations hereunder with respect thereto; or, if the Holder elects option (y) above, the Company shall promptly, and in any event not later than three (3) Trading Days from receipt of notice of such election, return to the Holder new Debentures for the full Unpaid Prepayment Principal Amount. If, upon an election under option (x) above, the Company fails to deliver the shares of Common Stock issuable upon conversion of the Unpaid Prepayment Principal Amount within the time period set forth in this Section, the Company shall pay to the Holder in cash, as liquidated damages and not as a penalty, $2,500 per day until the Company delivers such Common Stock to the Holderamount repaid.

Optional Prepayment. (a) The Company Borrower shall have have, and is hereby granted, the right, exercisable at any time upon twenty (20) Trading Days prior written notice option to the Holders of the Debentures to be prepaid and accompanied by any waiver required by holders of senior indebtedness of the Company for such prepayment (the "Optional Prepayment Notice"), to prepay, prepay all or any portion of the outstanding principal amount amounts payable in respect of the Debentures which have not previously been repaid or for which Conversion Notices have not previously been delivered. The prepayment price applicable Bonds under Section 4.01 by taking the actions required to such prepayments shall equal the Optional Prepayment Price (as defined in Section 7) and shall be paid in cash. Any such prepayment shall be free of any claim of subordination. The Holders shall have the right to tender, and the Company shall honor, Conversion Notices delivered prior to the expiration effect an optional redemption of the twentieth Bonds pursuant to Section 301(b) of the Trust Agreement; provided, however, that the Borrower may not effect an optional redemption of the Bonds pursuant to Section 301(b) of the Trust Agreement -unless they first take the actions described in subsection (20thb) Trading Day after receipt by the Holders of an Optional Prepayment Notice for such Debentures (the 20th Trading Day after receipt by the Holders of an Optional Prepayment Notice is referred to herein as the "Optional Prepayment Date")this Section. (b) If any portion To make a prepayment pursuant to subsection (a) of the Optional Prepayment Price shall not be paid by the Company by the second (2nd) Business Day following the Optional Prepayment Date, the Optional Prepayment Price shall be increased by 15% per annum (to accrue daily) until paid (which amount shall be paid as liquidated damages and not as a penalty). In addition, if any portion of the optional Prepayment Price remains unpaid through the expiration of the Optional Prepayment Date, the Holder subject to such prepayment may elect by written notice to the Company to either (x) demand conversion in accordance with the formula and the time period therefor set forth in Section 4 of any portion of the principal amount of Debentures for which the Optional Prepayment Price, plus accrued liquidated damages thereof, has not been paid in full (the "Unpaid Prepayment Principal Amount"), in which event the applicable Per Share Market Value shall be the lower of the Per Share Market Value calculated on the Optional Prepayment Date and the Per Share Market Value as of the Holder's written demand for conversion, or (y) invalidate ab initio such optional redemption, notwithstanding anything herein contained to the contrary. If the Holder elects option (x) above, the Company shall within three (3) Trading Days such election is deemed delivered hereunder to the Holder the shares of Common Stock issuable upon conversion of the Unpaid Prepayment Principal Amount subject to such conversion demand and otherwise perform its obligations hereunder with respect thereto; or, if the Holder elects option (y) above, the Company shall promptly, and in any event not later than three (3) Trading Days from receipt of notice of such election, return to the Holder new Debentures for the full Unpaid Prepayment Principal Amount. If, upon an election under option (x) above, the Company fails to deliver the shares of Common Stock issuable upon conversion of the Unpaid Prepayment Principal Amount within the time period set forth in this Section, the Company Borrower shall pay give or cause to be given to the Holder in cashAuthority and the Trustee: (A)(i) the written consent of the Initial Letter of Credit,Issuer to such prepayment, as liquidated damages and not as which consent shall contain a penalty, $2,500 per day until representation from the Company delivers such Common Stock Initial Letter of Credit Issuer to the Holdereffect that the Borrower is not in default under the Reimbursement Agreement, and that all conditions contained in the Reimbursement Agreement to effect such prepayment have been complied with; and (ii) deposit with the Trustee sufficient moneys to pay the redemption price (including premium, if any) of the Bonds, no later than ninety-four (94) days prior to the date selected for the prepayment of the Loan, but in any event with sufficient time to allow the moneys to constitute Eligible Moneys on the date of such intended prepayment; and (B) written notice setting forth: (i) the date of redemption, which date shall be an Interest Payment Date occurring not less than ninety-four (94) days from the date notice is received by the Trustee; (ii) the principal amount and maturities of the Bonds to be redeemed; and (iii) the applicable redemption provision of the Trust Agreement. (c) The Borrower agrees to make the payments under this Section 8.01 to the Trustee for deposit to the Bond Fund in the amount due in respect of any redemption premium at such time so that such payments constitute Eligible Moneys under the Trust Agreement.

Optional Prepayment. (a) The Company shall have may prepay (each, an "Optional Prepayment") the right, exercisable Note in whole or in part at any time upon twenty or from time to time by paying the Holder the Optional Prepayment Price in cash by wire transaction of immediately available funds with respect to the Conversion Amount being prepaid; provided, however, that the aggregate Conversion Amount under this Note and the Other Notes being prepaid in any Optional Prepayment pursuant to this Section 8 (20and analogous provisions under the Other Notes) Trading Days prior shall be at least $250,000, or such lesser amount that then remains outstanding under this Note and the Other Notes. The Company may exercise its right to require prepayment under this Section 8 by delivering a written notice thereof by electronic mail and overnight courier to the Holders Holder and all, but not less than all, of the Debentures to be prepaid and accompanied by any waiver required by holders of senior indebtedness the Other Notes (an "Optional Prepayment Notice" and the date all of the Company for holders of the Notes received such prepayment (notice is referred to as the "Optional Prepayment NoticeNotice Date"), to prepay, all or any portion of . Each Optional Prepayment Notice shall be irrevocable. Each Optional Prepayment Notice shall (i) state the outstanding principal amount of the Debentures date on which have not previously been repaid or for which Conversion Notices have not previously been delivered. The prepayment price applicable to such prepayments shall equal the Optional Prepayment Price shall occur (as defined in Section 7) and shall be paid in cash. Any such prepayment shall be free of any claim of subordination. The Holders shall have the right to tender, and the Company shall honor, Conversion Notices delivered prior to the expiration of the twentieth (20th) Trading Day after receipt by the Holders of an Optional Prepayment Notice for such Debentures (the 20th Trading Day after receipt by the Holders of an Optional Prepayment Notice is referred to herein as the "Optional Prepayment Date"). , which date shall not be less than thirty (b30) If any portion Trading Days following the applicable Optional Prepayment Notice Date, (ii) state the aggregate Conversion Amount of the Notes which the Company has elected to be subject to Optional Prepayment from the Holder and all of the other holders of the Other Notes pursuant to this Section 8 (and analogous provisions under the Other Notes) on the related Optional Prepayment Date, (iii) state the aggregate Optional Prepayment Price with respect to the Conversion Amount of Notes that the Company has elected to be subject to the Optional Prepayment (which may be required to be changed if the Optional Prepayment Price shall not with respect to the applicable Conversion Amount being prepaid will be paid calculated pursuant to clause (ii) of the definition of Optional Prepayment Price), (iv) state whether there has been an Equity Conditions Failure and (v) contain a certification by the Company that it does not have knowledge of any pending, proposed or intended Fundamental Transaction that is reasonably likely to occur within six (6) months of the applicable Optional Prepayment which has not been publicly announced. If the Company confirmed that there was no Equity Conditions Failure as of the applicable Optional Prepayment Notice Date but an Equity Conditions Failure occurred between the applicable Optional Prepayment Notice Date and any time through the related Optional Prepayment Date (an "Optional Prepayment Interim Period"), the Company shall provide the Holder a subsequent notice to that effect, which notice shall (x) indicate that the Optional Prepayment Price with respect to the applicable Conversion Amount being prepaid will be calculated pursuant to clause (ii) of the definition of Optional Prepayment Price instead of clause (i) of such definition and (y) again contain a certification by the second Company that it does not have knowledge of any pending, proposed or intended Fundamental Transaction that is reasonably likely to occur within six (2nd6) Business Day following months of the applicable Optional Prepayment which has not been publicly announced. Immediately prior to the related Optional Prepayment Date, the Company shall provide the Holder with the final Optional Prepayment Price shall be increased by 15% per annum (with respect to accrue daily) until paid (which amount shall be paid as liquidated damages and not as a penalty)the applicable Conversion Amount being prepaid. In additionIf the Company elects to cause an Optional Prepayment pursuant to this Section 8, then it must simultaneously take the same action in the same proportion with respect to the Other Notes. Notwithstanding anything to the contrary contained in this Section 8, if any portion of the optional Prepayment Price remains unpaid through the expiration of the Company seeks to effect an Optional Prepayment Datewith respect to any Conversion Amount and a pending, the Holder subject proposed or intended Fundamental Transaction has been publicly announced at any time prior to such prepayment may elect by written notice to the Company to either (x) demand conversion in accordance with the formula and the time period therefor set forth in Section 4 of any portion of the principal amount of Debentures for which the Optional Prepayment Price, plus accrued liquidated damages thereof, has not been paid in full (the "Unpaid Prepayment Principal Amount"), in which event the applicable Per Share Market Value shall be the lower of the Per Share Market Value calculated on the Optional Prepayment Date and which has not been abandoned, terminated or consummated, at the Per Share Market Value as option of the Holder's written demand for conversionHolder (without regard to any limitation in Section 3(d) on the conversion of this Note), or (y) invalidate ab initio such optional redemptionin lieu of receiving from the Company the Optional Prepayment Price in cash, notwithstanding anything herein contained to the contrary. If the Holder elects option (x) aboveshall instead have the right to receive upon consummation of the applicable Fundamental Transaction, the Company shall within three (3) Trading Days such election is deemed delivered hereunder to the Holder the number of shares of Common Stock issuable upon conversion of the Unpaid Prepayment Principal Amount subject to such conversion demand and otherwise perform its obligations hereunder with respect thereto; orsuccessor or acquiring corporation or of the Company, if it is the Holder elects option (y) above, the Company shall promptlysurviving corporation, and in any event not later than three (3) Trading Days from receipt of notice additional consideration receivable as a result of such election, return to Fundamental Transaction by a holder of the Holder new Debentures for the full Unpaid Prepayment Principal Amount. If, upon an election under option (x) above, the Company fails to deliver the number of shares of Common Stock issuable upon for which the applicable Conversion Amount is convertible immediately prior to such Fundamental Transaction (without regard to any limitation in Section 3(d) on the conversion of the Unpaid Prepayment Principal Amount within the time period set forth in this Section, the Company shall pay to the Holder in cash, as liquidated damages and not as a penalty, $2,500 per day until the Company delivers such Common Stock to the HolderNote).

Optional Prepayment. (a) The Company shall have Borrower has the rightright to pay before due the unpaid balance of any Variable Rate Advance or any part thereof without penalty or premium, exercisable at any time but with accrued interest on the principal being prepaid to the date of such repayment. (b) At its option and upon twenty (20) Trading Days prior written notice to Bank, Borrower may prepay any LIBOR Advance in whole or in part from time to time without premium or penalty but with accrued interest on the Holders principal being prepaid to the date of such repayment; provided, however, that such LIBOR Advance may only be prepaid on the last Banking Day of the Debentures to be prepaid and accompanied by then current Interest Period applicable thereto. (c) In the event that any waiver prepayment of a LIBOR Advance is required by holders of senior indebtedness or permitted on a date other than the last Banking Day of the Company for such prepayment (the "Optional Prepayment Notice")then current Interest Period applicable thereto, to prepaythen so long as this Note has not become due and payable in accordance with its terms, all or any portion of the outstanding principal amount of the Debentures which have not previously been repaid or for which Conversion Notices have not previously been delivered. The prepayment price applicable to such prepayments shall equal the Optional Prepayment Price (as defined in Section 7) and shall be paid in cash. Any such prepayment shall be free of any claim of subordination. The Holders Borrower shall have the right to tenderprepay such LIBOR Advance in whole (but not in part), provided, that Borrower shall pay to Bank concurrently with such prepayment a Yield Maintenance Fee in an amount 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 maturity date of the term chosen pursuant to the Interest Period as to which the prepayment is made, shall be subtracted from the “cost of funds” component of the LIBOR Advance in effect at the time of prepayment. If the result is zero or a negative number, there shall be no Yield Maintenance Fee payable. 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 chosen pursuant to the Interest Period as to which the prepayment is made. Said amount shall be reduced to present value calculated by using the number of days remaining in the designated term and using the above-referenced United States Treasury security rate and the Company shall honor, Conversion Notices delivered prior number of days remaining in the designated term chosen pursuant to the expiration Interest Period as to which the prepayment is made. The resulting amount shall be the Yield Maintenance Fee due to Bank upon prepayment of the twentieth (20th) Trading Day after receipt by LIBOR Advance. If this Note shall become due and payable for any reason, then any Yield Maintenance Fee with respect to the Holders Note shall become due and payable in the same manner as though Borrower had exercised its right of an Optional Prepayment Notice prepayment. Borrower recognizes that Bank will incur substantial additional costs and expenses including loss of yield and anticipated profitability in the event of prepayment of all or part of this Note and that the Yield Maintenance Fee compensates Bank for such Debentures (costs and expenses. Borrower acknowledges that the 20th Trading Day after receipt by the Holders of an Optional Prepayment Notice Yield Maintenance Fee is referred to herein as the "Optional Prepayment Date")bargained-for consideration and not a penalty. (bd) If All prepayments of any portion of the Optional Prepayment Price shall not be paid by the Company by the second (2nd) Business Day following the Optional Prepayment Date, the Optional Prepayment Price LIBOR Advance shall be increased by 15% per annum (applied first to accrue daily) until paid (which amount shall be paid as liquidated damages fees and not as a penalty). In additionexpenses then due hereunder, if any portion of then to interest on the optional Prepayment Price remains unpaid through the expiration of the Optional Prepayment Date, the Holder subject to such prepayment may elect by written notice principal balance accrued to the Company date of prepayment and last to either (x) demand conversion in accordance with the formula and the time period therefor set forth in Section 4 of any portion of the principal amount of Debentures for which the Optional Prepayment Price, plus accrued liquidated damages thereof, has not been paid in full (the "Unpaid Prepayment Principal Amount"), in which event the applicable Per Share Market Value shall be the lower of the Per Share Market Value calculated on the Optional Prepayment Date and the Per Share Market Value as of the Holder's written demand for conversion, or (y) invalidate ab initio such optional redemption, notwithstanding anything herein contained to the contrary. If the Holder elects option (x) above, the Company shall within three (3) Trading Days such election is deemed delivered hereunder to the Holder the shares of Common Stock issuable upon conversion of the Unpaid Prepayment Principal Amount subject to such conversion demand and otherwise perform its obligations hereunder with respect thereto; or, if the Holder elects option (y) above, the Company shall promptly, and in any event not later than three (3) Trading Days from receipt of notice of such election, return to the Holder new Debentures for the full Unpaid Prepayment Principal Amount. If, upon an election under option (x) above, the Company fails to deliver the shares of Common Stock issuable upon conversion of the Unpaid Prepayment Principal Amount within the time period set forth in this Section, the Company shall pay to the Holder in cash, as liquidated damages and not as a penalty, $2,500 per day until the Company delivers such Common Stock to the Holderbalance then due hereunder.

Optional Prepayment. (a) The Subject to Section 5(b) below, the Company shall have the right, exercisable at any time within 40 days of the date hereof, in accordance with the terms hereof and upon twenty (20) ten Trading Days Days' prior written notice to the Holders of the Debentures to be prepaid and accompanied by any waiver required by holders of senior indebtedness of the Company for such prepayment (the an "Optional Prepayment NoticeOPTIONAL PREPAYMENT NOTICE"), to prepay, prepay all or any portion of the outstanding principal amount of the Debentures which have has not previously been repaid or for which Conversion Notices have not previously been delivered. The prepayment price applicable to such prepayments under this Section 5(a) shall equal the Optional Prepayment Price (as defined in Section 7) and shall be paid in cash. Any such prepayment shall be free of any claim of subordination. The Holders shall have the right to tender, and the Company shall honor, Conversion Notices delivered prior to the expiration of the twentieth (20th) tenth Trading Day after receipt by the Holders of an Optional Prepayment Notice for such Debentures (the 20th tenth Trading Day after receipt by the Holders of an Optional Prepayment Notice is referred to herein as the "OPTIONAL PREPAYMENT DATE") (b) The Company shall not be entitled to deliver an Optional Prepayment Notice to the Holder (and, if after delivery thereof and prior to the Optional Prepayment Date"), any of the following conditions shall cease to be met, such notice, at the option of the Holders, shall be deemed no longer effective) if: (i) the number of shares of Common Stock at the time authorized, unissued and unreserved for all purposes is insufficient to satisfy the Company's conversion obligations of the aggregate principal amount of Debentures then outstanding, or (ii) there is neither an effective Underlying Shares Registration Statement under which the Holders can resell all of the issued Underlying Shares and all of the Underlying Shares as are issuable upon conversion in full of the principal amount of Debentures subject to an Optional Prepayment Notice nor may all of such issued and issuable Underlying Shares be sold by the Holders subject to such prepayment without volume restrictions pursuant to Rule 144 promulgated under the Securities Act, as determined by counsel to the Company pursuant to a written opinion letter, addressed to the Company's transfer agent in the form and substance acceptable to the Holders and such transfer agent, or (iii) the Common Stock is not then listed or quoted for trading on the OTC or on a Subsequent Market. (bc) If any portion of the Optional Prepayment Price shall not be paid by the Company by the second fifth (2nd5th) Business Trading Day following the Optional Prepayment Date, the Optional Prepayment Price shall be increased by 15% per annum (or such lesser maximum amount that is permitted to be paid by applicable law) to accrue daily) until paid daily from the date such interest is due hereunder through and including the date of payment (which amount shall be paid as liquidated damages and not as a penalty). In addition, if any portion of the optional Prepayment Price remains unpaid through the expiration of the Optional Prepayment Date, the Holder subject to such prepayment may elect by written notice to the Company to either (x) demand conversion in accordance with the formula and the time period therefor set forth in Section 4 of any portion of the principal amount of Debentures for which the Optional Prepayment Price, plus accrued liquidated damages thereofand accrued interest thereon, has not been paid in full (the "Unpaid Prepayment Principal AmountUNPAID PREPAYMENT PRINCIPAL AMOUNT"), in which event the applicable Per Share Market Value shall be the lower of the Per Share Market Value calculated on the Optional Prepayment Date and the Per Share Market Value as of the Holder's written demand for conversion, or (y) invalidate ab initio AB INITIO such optional redemptionprepayment, notwithstanding anything herein contained to the contrary. If the Holder elects option (x) above, the Company shall shall, within three (3) five Trading Days after such election is deemed delivered hereunder hereunder, deliver to the Holder the shares of Common Stock issuable upon conversion of the Unpaid Prepayment Principal Amount subject to such conversion demand and otherwise perform its obligations hereunder with respect thereto; or, if . If the Holder elects option (y) above, the Company shall promptly, and in any event not later than three (3) five Trading Days from receipt of notice of such election, return to the Holder new Debentures for the full Unpaid Prepayment Principal AmountAmount and shall no longer have any prepayment rights under this Debenture. If, upon an election under option (x) above, the Company fails to deliver certificates representing the shares of Common Stock issuable upon conversion of the Unpaid Prepayment Principal Amount within the time period set forth in this Section, the Company shall pay to the Holder in cash, as liquidated damages and not as a penalty, $2,500 per day until the Company delivers such Common Stock certificates to the Holder.

Optional Prepayment. (a) The Company shall have the right, exercisable at any time upon twenty (20) Trading Days prior written notice to the Holders of the Debentures to be prepaid and accompanied by any waiver required by holders of senior indebtedness of the Company for such prepayment (the "Optional Prepayment NoticeOPTIONAL PREPAYMENT NOTICE"), to prepay, from funds legally available therefor at the time of such prepayment, all or any portion of the outstanding principal amount of the Debentures which have not previously been repaid or for which Conversion Notices have not previously been delivered. The prepayment delivered hereunder, at a price applicable equal to such prepayments shall equal the Optional Prepayment Price (as defined in Section 7) and shall be paid in cashbelow). Any such prepayment by the Company shall be in cash and shall be free of any claim of subordination. The Holders shall have the right to tender, and the Company shall honor, Conversion Notices delivered prior to the expiration of the twentieth (20th) Trading Day after receipt by the Holders of an Optional Prepayment Notice for such Debentures (the 20th Trading Day after receipt by the Holders of an Optional Prepayment Notice is referred to herein as such date, the "Optional Prepayment DateOPTIONAL PREPAYMENT DATE"). (b) If any portion of the Optional Prepayment Price shall not be paid by the Company by the second (2nd) Business Day following the Optional Prepayment Date, the Optional Prepayment Price shall be increased by 1518% per annum (to accrue daily) until paid (which amount shall be paid as liquidated damages and not as a penalty). In addition, if any portion of the optional Prepayment Price remains unpaid through the expiration of the Optional Prepayment Date, the Holder subject to such prepayment may elect by written notice to the Company to either (xi) demand conversion in accordance with the formula and the time period therefor set forth in Section 4 of any portion of the principal amount of Debentures for which the Optional Prepayment Price, plus accrued liquidated damages thereof, has not been paid in full (the "Unpaid Prepayment Principal AmountUNPAID PREPAYMENT PRINCIPAL AMOUNT"), in which event the applicable Per Share Market Value shall be the lower of the Per Share Market Value calculated on the Optional Prepayment Date and the Per Share Market Value as of the Holder's written demand for conversion, or (yii) invalidate ab initio AB INITIO such optional redemption, notwithstanding anything herein contained to the contrary. If the Holder elects option (xi) above, the Company shall within three (3) Trading Days such election is deemed delivered hereunder to the Holder the shares of Common Stock issuable upon conversion of the Unpaid Prepayment Principal Amount subject to such conversion demand and otherwise perform its obligations hereunder with respect thereto; or, if the Holder elects option (yii) above, the Company shall promptly, and in any event not later than three (3) Trading Days from receipt of notice of such election, return to the Holder new Debentures for the full Unpaid Prepayment Principal Amount. If, upon an election under option (xi) above, the Company fails to deliver the shares of Common Stock issuable upon conversion of the Unpaid Prepayment Principal Amount within the time period set forth in this Section, the Company shall pay to the Holder in cash, as liquidated damages and not as a penalty, $2,500 1,500 per day until the Company delivers such Common Stock to the Holder.

Optional Prepayment. (a) The Company shall have Borrowers may, upon notice from the rightBorrowers to the Revolving Administrative Agent, exercisable at any time or from time to time voluntarily prepay the Revolving Loans in whole or in part without premium or penalty; provided that in the case of the Eurodollar Rate Loans the Borrowers may prepay a Eurodollar Rate Loan only upon twenty at least three (203) Trading Business Days prior written notice to the Holders of the Debentures to Lender (which notice shall be prepaid and accompanied by any waiver required by holders of senior indebtedness of the Company for such prepayment (the "Optional Prepayment Notice"irrevocable), to prepay, all or and any portion of the outstanding principal amount of the Debentures which have not previously been repaid or for which Conversion Notices have not previously been delivered. The prepayment price applicable to such prepayments shall equal the Optional Prepayment Price (as defined in Section 7) and shall be paid in cash. Any such prepayment shall be free occur only on the last day of any claim of subordinationthe Interest Period for such Eurodollar Rate Loan. The Holders shall have the right to tender, and the Company shall honor, Conversion Notices delivered prior to the expiration of the twentieth (20th) Trading Day after receipt by the Holders of an Optional Prepayment Notice for such Debentures (the 20th Trading Day after receipt by the Holders of an Optional Prepayment Notice is referred to herein as the "Optional Prepayment Date"). (b) If any portion of the Optional Prepayment Price shall not be paid by the Company by the second (2nd) Business Day following the Optional Prepayment Date, the Optional Prepayment Price shall be increased by 15% per annum (to accrue daily) until paid (which amount shall be paid as liquidated damages and not as a penalty). In addition, if any portion of the optional Prepayment Price remains unpaid through the expiration of the Optional Prepayment Date, the Holder subject to such prepayment may elect by written notice to the Company to either (x) demand conversion in accordance with the formula and the time period therefor set forth in Section 4 of any portion of the principal amount of Debentures for which the Optional Prepayment Price, plus accrued liquidated damages thereof, has not been paid in full (the "Unpaid Prepayment Principal Amount"), in which event the applicable Per Share Market Value shall be the lower of the Per Share Market Value calculated on the Optional Prepayment Date and the Per Share Market Value as of the Holder's written demand for conversion, or (y) invalidate ab initio such optional redemption, notwithstanding anything herein contained to the contrary. If the Holder elects option (x) above, the Company shall within three (3) Trading Days such election is deemed delivered hereunder to the Holder the shares of Common Stock issuable upon conversion of the Unpaid Prepayment Principal Amount subject to such conversion demand and otherwise perform its obligations hereunder with respect thereto; or, if the Holder elects option (y) above, the Company shall promptly, and in any event not later than three (3) Trading Days from receipt of notice of such election, return to the Holder new Debentures for the full Unpaid Prepayment Principal Amount. If, upon an election under option (x) above, the Company fails to deliver the shares of Common Stock issuable upon conversion of the Unpaid Prepayment Principal Amount within the time period set forth in this Section, the Company Borrowers shall pay to the Holder Revolving Lenders, upon request of the Revolving Lenders, such amount or amounts as shall be sufficient (in cashthe reasonable opinion of the Revolving Lenders) to compensate the Revolving Lenders for any loss, as liquidated damages and not cost, or expense incurred as a penaltyresult of: (i) any payment of a Eurodollar Rate Loan on a date other than the last day of the Interest Period for such Loan; (ii) any failure by the Borrowers to borrow an Eurodollar Rate Loan on the date specified by the Borrowers’ written notice; or (iii) any failure by the Borrowers to pay an Eurodollar Rate Loan on the date for payment specified in the Borrowers’ written notice. Without limiting the foregoing, $2,500 per day until the Company delivers such Common Stock Borrowers shall pay to the HolderRevolving Lenders a “yield maintenance fee” in an amount 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 Interest Period chosen pursuant to the Eurodollar Rate Loan as to which the prepayment is made, shall be subtracted from the Eurodollar Rate in effect 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 Interest Period chosen pursuant to the Eurodollar Rate Loan as to which the prepayment is made. Said amount shall be reduced to present value calculated by using the above referenced United States Treasury securities rate and the number of days remaining in the term chosen pursuant to the Eurodollar Rate Loan as to which prepayment is made. The resulting amount shall be the yield maintenance fee due to the Revolving Lender upon the prepayment of an Eurodollar Rate Loan. If by reason of an Event of Default, the Revolving Lenders elect to declare the Obligations to be immediately due and payable, then any yield maintenance fee with respect to an Eurodollar Rate Loan shall become due and payable in the same manner as though the Borrowers had exercised such right of prepayment.

Optional Prepayment. This Mortgage Note is subject to optional prepayment at the times and on the terms specified below: (a) The Company shall have the right, exercisable at any time upon twenty (20) Trading Days prior written notice to the Holders of the Debentures to be prepaid and accompanied by any waiver required by holders of senior indebtedness of the Company for such prepayment (the "Optional Prepayment Notice"), to prepay, all or any portion of the outstanding principal amount of the Debentures which have not previously been repaid or for which Conversion Notices have not previously been delivered. The prepayment price applicable to such prepayments shall equal the Optional Prepayment Price Provided that there are no Non-Mortgage Loans (as defined in Section 7the Loan Agreement) and shall be paid outstanding or Commitments (as defined in cash. Any such prepayment shall be free the Loan Agreement) to make Non-Mortgage Loans available from the Lenders to the Borrowers, the Borrowers may, at their option, upon notice as provided in subsection (b), prepay the outstanding principal of any claim of subordination. The Holders shall have the right to tenderthis Mortgage Note, and all other notes evidencing the Company shall honorMortgage Loan (as defined in the Loan Agreement), Conversion Notices delivered in whole but not in part at any time on or after the date that is 30 months after the date hereof, together with all accrued interest thereon and any applicable Make-Whole Amount. Notwithstanding the above-described lock-out period, if Lenders permit the Borrowers to prepay the Non-Mortgage Loans prior to the expiration of the twentieth (20th) Trading Day after receipt by lock-out period, the Holders of an Optional Prepayment Notice for such Debentures (Borrowers shall also be entitled to prepay the 20th Trading Day after receipt by the Holders of an Optional Prepayment Notice is referred to herein as the "Optional Prepayment Date")Mortgage Loan, together with all accrued interest thereon and any applicable Make-Whole Amount. (b) If any portion The Parent will give each Lender written notice of the Optional Prepayment Price shall not be paid by the Company by the second (2nd) Business Day following the Optional Prepayment Date, the Optional Prepayment Price shall be increased by 15% per annum (its intention to accrue daily) until paid (which amount shall be paid as liquidated damages and not as a penalty). In addition, if any portion of make the optional Prepayment Price remains unpaid through prepayment hereunder not less than five Business Days (as defined in the expiration of the Optional Prepayment Date, the Holder subject to such prepayment may elect by written notice to the Company to either (xLoan Agreement) demand conversion in accordance with the formula and the time period therefor set forth in Section 4 of any portion of the principal amount of Debentures for which the Optional Prepayment Price, plus accrued liquidated damages thereof, has not been paid in full (the "Unpaid Prepayment Principal Amount"), in which event the applicable Per Share Market Value shall be the lower of the Per Share Market Value calculated on the Optional Prepayment Date and the Per Share Market Value as of the Holder's written demand for conversion, or (y) invalidate ab initio such optional redemption, notwithstanding anything herein contained to the contrary. If the Holder elects option (x) above, the Company shall within three (3) Trading Days such election is deemed delivered hereunder to the Holder the shares of Common Stock issuable upon conversion of the Unpaid Prepayment Principal Amount subject to such conversion demand and otherwise perform its obligations hereunder with respect thereto; or, if the Holder elects option (y) above, the Company shall promptly, and in any event not later more than three 60 days prior to the date fixed for such prepayment. Each such notice shall specify (3i) Trading Days from receipt such date (which shall be a Business Day), (ii) the aggregate principal amount of notice the Mortgage Loan to be prepaid on such date, (iii) the principal amount of the Mortgage Loan held by each Lender to be prepaid, and (iv) the interest to be paid on the prepayment date with respect to such principal amounts being prepaid, accompanied by a certificate of a Senior Financial Officer (as defined in the Loan Agreement) as to the estimated Make-Whole Amount due in connection with such prepayment (calculated as if the date of such electionnotice were the date of the prepayment), return setting forth the details of such computation. Two Business Days prior to any such prepayment of the Holder new Debentures for the full Unpaid Prepayment Principal Amount. If, upon an election under option (x) aboveMortgage Loan, the Company fails Parent shall deliver to deliver each Lender a certificate of a Senior Financial Officer specifying the shares calculation of Common Stock issuable upon conversion such Make-Whole Amount as of the Unpaid Prepayment Principal Amount within specified prepayment date. (c) The principal amount of the time period set forth Mortgage Loan shall mature and become due and payable on the date fixed for such prepayment, together with interest on such principal amount accrued to such date and the applicable Make-Whole Amount, if any. From and after such date, unless the Borrowers shall fail to pay such principal amount when so due and payable, on the date so fixed for prepayment, together with the interest and Make-Whole Amount, if any, as aforesaid, interest on such principal amount shall cease to accrue. (d) The Borrowers will not and will not permit any Affiliate (as defined in this Sectionthe Loan Agreement) to prepay, purchase, redeem or otherwise acquire, directly or indirectly, the Company shall pay to Mortgage Loan except upon the Holder payment or prepayment of the Mortgage Loan in cash, as liquidated damages accordance with the terms of this Mortgage Note and not as a penalty, $2,500 per day until the Company delivers such Common Stock to the HolderLoan Documents.

Optional Prepayment. (a) The Company shall have the right, exercisable at any time and from time to time after the Original Issue Date and upon twenty (20) seven Trading Days Days' prior written notice to the affected Holders of the Debentures to be prepaid and accompanied by any waiver required by holders of senior indebtedness of the Company for such prepayment (the an "Optional Prepayment Notice"), to prepay, prepay all or any portion of the outstanding principal amount of the Debentures which have not previously been repaid or for which Conversion Notices have not previously been delivereddelivered or for which an Event of Default shall not have been declared. The prepayment price applicable to such prepayments under this Section 5(a) shall equal the Optional Prepayment Price (as defined in Section 7) Amount and shall be paid in cashcash on the seventh Trading Day following the date that the Company first delivered the Optional Prepayment Notice (the "Optional Prepayment Date"). Any such prepayment shall be free of any claim of subordination. The Holders shall have the right to tender, and the Company shall honor, Conversion Notices delivered prior to the expiration of the twentieth (20th) fifth Trading Day after receipt by the Holders delivery of an Optional Prepayment Notice for such Debentures (the 20th Trading Day after receipt by the Holders of an Optional Prepayment Notice is referred to herein as the "Optional Prepayment Date")Debentures. (b) If any portion of the Optional Prepayment Price Amount shall not be paid by the Company by the second (2nd) Business Day following expiration of the Optional Prepayment Date, the Company may not again exercise any right of prepayment under this Section. In addition, the Optional Prepayment Price Amount shall be increased by 15% per annum (an amount equal to the Late Fee, to accrue daily) until paid daily from the date such interest is due hereunder through and including the date of payment (which amount shall be paid as liquidated damages and not as a penalty). In addition, if any portion of the optional Optional Prepayment Price Amount remains unpaid through the expiration of the Optional Prepayment Date, the Holder subject to such prepayment may elect by written notice to the Company to either (x) demand conversion in accordance with the formula and the time period therefor set forth in Section 4 of any portion of the principal amount of Debentures for which the Optional Prepayment PriceAmount, plus accrued liquidated damages thereofand accrued interest thereon, has not been paid in full (the "Unpaid Prepayment Principal Amount"), in which event the applicable Per Share Market Value shall be the lower of the Per Share Market Value calculated on the Optional Prepayment Date and the Per Share Market Value as of the Holder's written demand for conversion, or (y) invalidate ab initio such optional redemptionprepayment, notwithstanding anything herein contained to the contrary. If the Holder elects option (x) abovex)above, the Company shall shall, within three (3) Trading Days after such election is deemed delivered hereunder hereunder, deliver to the Holder the shares of Common Stock issuable upon conversion of the Unpaid Prepayment Principal Amount subject to such conversion demand and otherwise perform its obligations hereunder with respect thereto; or, if the Holder elects option (y) above, the Company shall promptly, and in any event not later than three (3) Trading Days from receipt of notice of such election, return to the Holder new Debentures for the full Unpaid Prepayment Principal Amount. If, upon an election under option (x) above, the Company fails to deliver the shares of Common Stock issuable upon conversion of the Unpaid Prepayment Principal Amount within the time period set forth in this Section, the Company shall pay to the Holder in cash, as liquidated damages and not as a penalty, $2,500 per day until the Company delivers such Common Stock to the Holder.

Optional Prepayment. (a) The Subject to Section 5(b) below, the Company shall have the right, exercisable at any time and from time to time after the Original Issue Date, in accordance with the terms hereof and upon twenty (20) ten Trading Days Days' prior written notice to the Holders of the Debentures to be prepaid and accompanied by any waiver required by holders of senior indebtedness of the Company for such prepayment (the an "Optional Prepayment Notice"), to prepay, prepay all or -------------------------- any portion of the outstanding principal amount of the Debentures which have has not previously been repaid or for which Conversion Notices have not previously been delivered. The prepayment price applicable to such prepayments under this Section 5(a) shall equal the Optional Prepayment Price (as defined in Section 7) and shall be paid in cash. Any such prepayment shall be free of any claim of subordination. The Holders shall have the right to tender, and the Company shall honor, Conversion Notices delivered prior to the expiration of the twentieth (20th) tenth Trading Day after receipt by the Holders of an Optional Prepayment Notice for such Debentures (the 20th tenth Trading Day after receipt by the Holders of an Optional Prepayment Notice is referred to herein as the "Optional Prepayment Date")) ------------------------ (b) The Company shall not be entitled to deliver an Optional Prepayment Notice to the Holder (and, if after delivery thereof and prior to the Optional Prepayment Date, any of the following conditions shall cease to be met, such notice, at the option of the Holders, shall be deemed no longer effective) if: (i) the number of shares of Common Stock at the time authorized, unissued and unreserved for all purposes is insufficient to satisfy the Company=s conversion obligations of the aggregate principal amount of Debentures then outstanding, or (ii) there is neither an effective Underlying Shares Registration Statement under which the Holders can resell all of the issued Underlying Shares and all of the Underlying Shares as are issuable upon conversion in full of the principal amount of Debentures subject to an Optional Prepayment Notice nor may all of such issued and issuable Underlying Shares be sold by the Holders subject to such prepayment without volume restrictions pursuant to Rule 144 promulgated under the Securities Act, as determined by counsel to the Company pursuant to a written opinion letter, addressed to the Company's transfer agent in the form and substance acceptable to the Holders and such transfer agent, or (iii) the Common Stock is not then listed or quoted for trading on the OTC or on a Subsequent Market. (bc) If any portion of the Optional Prepayment Price shall not be paid by the Company by the second (2nd2/nd/) Business Trading Day following the Optional Prepayment Date, the Optional Prepayment Price shall be increased by 15% per annum (or such lesser maximum amount that is permitted to be paid by applicable law) to accrue daily) until paid daily from the date such interest is due hereunder through and including the date of payment (which amount shall be paid as liquidated damages and not as a penalty). In addition, if any portion of the optional Prepayment Price remains unpaid through the expiration of the Optional Prepayment Date, the Holder subject to such prepayment may elect by written notice to the Company to either (x) demand conversion in accordance with the formula and the time period therefor set forth in Section 4 of any portion of the principal amount of Debentures for which the Optional Prepayment Price, plus accrued liquidated damages thereofand accrued interest thereon, has not been paid in full (the "Unpaid Prepayment Principal Amount"), in which ---------------------------------- event the applicable Per Share Market Value shall be the lower of the Per Share Market Value calculated on the Optional Prepayment Date and the Per Share Market Value as of the Holder's written demand for conversion, or (y) invalidate ab initio such optional redemptionprepayment, notwithstanding anything herein contained to the contrary. If the Holder elects option (x) above, the Company shall shall, within three (3) five Trading Days after such election is deemed delivered hereunder hereunder, deliver to the Holder the shares of Common Stock issuable upon conversion of the Unpaid Prepayment Principal Amount subject to such conversion demand and otherwise perform its obligations hereunder with respect thereto; or, if . If the Holder elects option (y) above, the Company shall promptly, and in any event not later than three (3) five Trading Days from receipt of notice of such election, return to the Holder new Debentures for the full Unpaid Prepayment Principal AmountAmount and shall no longer have any prepayment rights under this Debenture. If, upon an election under option (x) above, the Company fails to deliver certificates representing the shares of Common Stock issuable upon conversion of the Unpaid Prepayment Principal Amount within the time period set forth in this Section, the Company shall pay to the Holder in cash, as liquidated damages and not as a penalty, $2,500 per day until the Company delivers such Common Stock certificates to the Holder.

Optional Prepayment. (a) The Subject to Section 3.8(b) below, the Company shall have the right, exercisable at any time and from time to time after the Original Issue Date, in accordance with the terms hereof and upon twenty (20) ten Trading Days Days' prior written notice to the Holders of the Debentures Holder to be prepaid and accompanied by any waiver required by holders of senior indebtedness of the Company for such prepayment (the an "Optional Prepayment Notice"), to prepay, prepay all or any portion of the outstanding principal amount of the Debentures which have has not previously been repaid or for which Conversion Notices have not previously been delivered. The prepayment price applicable to such prepayments under this Section 5(a) shall equal 130% of the Optional Prepayment Price (as defined in Section 7) unpaid principal and shall be paid in cash. Any such prepayment shall be free of any claim of subordination. The Holders Holder shall have the right to tender, and the Company shall honor, Conversion Notices delivered prior to the expiration of the twentieth (20th) tenth Trading Day after receipt by the Holders Holder of an Optional Prepayment Notice for such Debentures (the 20th tenth Trading Day after receipt by the Holders Holder of an Optional Prepayment Notice is referred to herein as the "Optional Prepayment Date") (b) The Company shall not be entitled to deliver an Optional Prepayment Notice to the Holder (and, if after delivery thereof and prior to the Optional Prepayment Date, any of the following conditions shall cease to be met, such notice, at the option of the Holder, shall be deemed no longer effective) if: (i) the number of shares of Common Stock at the time authorized, unissued and unreserved for all purposes is insufficient to satisfy the Company's conversion obligations of the aggregate principal amount of Debentures then outstanding, or (ii) there is neither an effective Underlying Shares Registration Statement under which the Holder can resell all of the issued Underlying Shares and all of the Underlying Shares as are issuable upon conversion in full of the principal amount of Debentures subject to an Optional Prepayment Notice nor may all of such issued and issuable Underlying Shares be sold by the Holder subject to such prepayment without volume restrictions pursuant to Rule 144 promulgated under the Securities Act, as determined by counsel to the Company pursuant to a written opinion letter, addressed to the Company's transfer agent in the form and substance acceptable to the Holder and such transfer agent, or (iii) the Common Stock is not then listed or quoted for trading on the OTC or on a Subsequent Market. (bc) If any portion of the Optional Prepayment Price shall not be paid by the Company by the second (2nd) Business Trading Day following the Optional Prepayment Date, the Optional Prepayment Price shall be increased by 15% per annum (or such lesser maximum amount that is permitted to be paid by applicable law) to accrue daily) until paid daily from the date such interest is due hereunder through and including the date of payment (which amount shall be paid as liquidated damages and not as a penalty). In addition, if any portion of the optional Prepayment Price remains unpaid through the expiration of the Optional Prepayment Date, the Holder subject to such prepayment may elect by written notice to the Company to either (x) demand conversion in accordance with the formula and the time period therefor set forth in Section 4 of any portion of the principal amount of Debentures for which the Optional Prepayment Price, plus accrued liquidated damages thereofand accrued interest thereon, has not been paid in full (the "Unpaid Prepayment Principal Amount"), in which event the applicable Per Share Market Value shall be the lower of the Per Share Market Value calculated on the Optional Prepayment Date and the Per Share Market Value as of the Holder's written demand for conversion, or (y) invalidate ab initio such optional redemptionprepayment, notwithstanding anything herein contained to the contrary. If the Holder elects option (x) above, the Company shall shall, within three (3) five Trading Days after such election is deemed delivered hereunder hereunder, deliver to the Holder the shares of Common Stock issuable upon conversion of the Unpaid Prepayment Principal Amount subject to such conversion demand and otherwise perform its obligations hereunder with respect thereto; or, if . If the Holder elects option (y) above, the Company shall promptly, and in any event not later than three (3) five Trading Days from receipt of notice of such election, return to the Holder new Debentures for the full Unpaid Prepayment Principal AmountAmount and shall no longer have any prepayment rights under this Debenture. If, upon an election under option (x) above, the Company fails to deliver certificates representing the shares of Common Stock issuable upon conversion of the Unpaid Prepayment Principal Amount within the time period set forth in this Section, the Company shall pay to the Holder in cash, as liquidated damages and not as a penalty, $2,500 per day until the Company delivers such Common Stock certificates to the Holder.

Optional Prepayment. (a) The Company shall have the rightright to prepay, exercisable at any time upon not less than ten (10) and not more than twenty (20) Trading Days days’ prior written notice to the Holders of the Debentures to be prepaid and accompanied by any waiver required by holders of senior indebtedness of the Company for such prepayment (the "Optional Prepayment Notice"), to prepayfrom funds legally available therefor at the time of such prepayment, all or any portion of the outstanding principal amount of the Debentures which have not previously been repaid or for which Conversion Notices have not previously been delivered. The prepayment delivered hereunder, at a price applicable equal to such prepayments shall equal the Optional Prepayment Price (as defined in Section 7) and shall be paid in cashbelow). Any such prepayment by the Company shall be in cash and shall be free of any claim of subordination. The Holders shall have the right to tender, and the Company shall honor, Conversion Notices delivered prior to the expiration of the twentieth (20th) Trading Day after receipt by the Holders of an Optional Prepayment Notice for such Debentures (the 20th Trading Day after receipt by the Holders of an Optional Prepayment Notice is referred to herein as such date, the "Optional Prepayment Date"). (b) If any portion of the Optional Prepayment Price shall not be paid by the Company by the Optional Prepayment Date, the Company shall not be allowed to submit another Optional Prepayment Notice until fifteen (15) days after the original Optional Prepayment Date. If the Company fails to pay a second (2nd) Business Day following time any portion of the Optional Prepayment Price following an initial failure to pay any portion of the Optional Prepayment Price, the Company shall forfeit its right to prepay the Debentures. (c) The "Optional Prepayment Price" for any Debentures shall be determined by when the Company delivers the Optional Prepayment Notice. If such notice is given during the first 60 days of the term of the Debenture, the Optional Prepayment Price shall equal 108% of the principal amount of Debentures to be prepaid, plus all accrued and unpaid interest thereon. If the Optional Prepayment Notice is given between the 61st day of the term of the Debenture and the Maturity Date, the Optional Prepayment Price shall be increased by 15equal 110% per annum (to accrue daily) until paid (which amount shall be paid as liquidated damages and not as a penalty). In addition, if any portion of the optional Prepayment Price remains unpaid through the expiration of the Optional Prepayment Date, the Holder subject to such prepayment may elect by written notice to the Company to either (x) demand conversion in accordance with the formula and the time period therefor set forth in Section 4 of any portion of the principal amount of Debentures for which the Optional Prepayment Priceto be prepaid, plus all accrued liquidated damages thereof, has not been paid in full (the "Unpaid Prepayment Principal Amount"), in which event the applicable Per Share Market Value shall be the lower of the Per Share Market Value calculated on the Optional Prepayment Date and the Per Share Market Value as of the Holder's written demand for conversion, or (y) invalidate ab initio such optional redemption, notwithstanding anything herein contained to the contrary. If the Holder elects option (x) above, the Company shall within three (3) Trading Days such election is deemed delivered hereunder to the Holder the shares of Common Stock issuable upon conversion of the Unpaid Prepayment Principal Amount subject to such conversion demand and otherwise perform its obligations hereunder with respect thereto; or, if the Holder elects option (y) above, the Company shall promptly, and in any event not later than three (3) Trading Days from receipt of notice of such election, return to the Holder new Debentures for the full Unpaid Prepayment Principal Amount. If, upon an election under option (x) above, the Company fails to deliver the shares of Common Stock issuable upon conversion of the Unpaid Prepayment Principal Amount within the time period set forth in this Section, the Company shall pay to the Holder in cash, as liquidated damages and not as a penalty, $2,500 per day until the Company delivers such Common Stock to the Holderunpaid interest thereon.

Optional Prepayment. (a) The Company shall have the rightright to prepay, exercisable at any time upon twenty (20) Trading Days days prior written notice to the Holders of the Debentures to be prepaid and accompanied by any waiver required by holders of senior indebtedness of the Company for such prepayment (the "Optional Prepayment NoticeOPTIONAL PREPAYMENT NOTICE"), to prepayfrom funds legally available therefor at the time of such prepayment, all or any portion of the outstanding principal amount of the Debentures which have not previously been repaid or for which Conversion Notices have not previously been delivered. The prepayment delivered hereunder, at a price applicable equal to such prepayments shall equal the Optional Prepayment Price (as defined in Section 7) and shall be paid in cashbelow). Any such prepayment by the Company shall be in cash and shall be free of any claim of subordination. The Holders shall have the right to tender, and the Company shall honor, Conversion Notices delivered prior to the expiration of the twentieth (20th) Trading Day after receipt by the Holders of an Optional Prepayment Notice for such Debentures (the 20th Trading Day after receipt by the Holders of an Optional Prepayment Notice is referred to herein as such date, the "Optional Prepayment DateOPTIONAL PREPAYMENT DATE"). (b) If any portion of the Optional Prepayment Price shall not be paid by the Company by the second (2nd) Business Day following the Optional Prepayment Date, the Optional Prepayment Price shall be increased by 1518% per annum (to accrue daily) until paid (which amount shall be paid as liquidated damages and not as a penalty). In addition, if any portion of the optional Prepayment Price remains unpaid through the expiration of the Optional Prepayment Date, the Holder subject to such prepayment may elect by written notice to the Company to either (xi) demand conversion in accordance with the formula and the time period therefor set forth in Section 4 of any portion of the principal amount of Debentures for which the Optional Prepayment Price, plus accrued liquidated damages thereof, has not been paid in full (the "Unpaid Prepayment Principal AmountUNPAID PREPAYMENT PRINCIPAL AMOUNT"), in which event the applicable Per Share Market Value shall be the lower of the Per Share Market Value calculated on the Optional Prepayment Date and the Per Share Market Value as of the Holder's written demand for conversion, or (yii) invalidate ab initio AB INITIO such optional redemption, notwithstanding anything herein contained to the contrary. If the Holder elects option (xi) above, the Company shall within three (3) Trading Days such election is deemed delivered hereunder to the Holder the shares of Common Stock issuable upon conversion of the Unpaid Prepayment Principal Amount subject to such conversion demand and otherwise perform its obligations hereunder with respect thereto; or, if the Holder elects option (yii) above, the Company shall promptly, and in any event not later than three (3) Trading Days from receipt of notice of such election, return to the Holder new Debentures for the full Unpaid Prepayment Principal Amount. If, upon an election under option (xi) above, the Company fails to deliver the shares of Common Stock issuable upon conversion of the Unpaid Prepayment Principal Amount within the time period set forth in this Section, the Company shall pay to the Holder in cash, as liquidated damages and not as a penalty, $2,500 per day until the Company delivers such Common Stock to the Holder.

Optional Prepayment. (ai) The Company shall have the right, exercisable at any time upon twenty after the twentieth (20/th/) Trading Days day following the date the Underlying Shares Registration Statement is declared effective by the Commission, upon thirty (30) days' prior written notice to the Holders of the Debentures to be prepaid and accompanied by any waiver required by holders of senior indebtedness of the Company for such prepayment (the "Optional -------- Prepayment Notice"), to prepay, all or any portion of the outstanding principal ----------------- amount of the Debentures which have not previously been repaid or for which Conversion Notices have not previously been delivered. The prepayment price applicable to such prepayments shall equal the Optional Prepayment Price (as defined in Section 7) and shall be paid in cash. Any such prepayment shall be free of any claim of subordination. The Holders shall have the right to tender, and the Company shall honor, Conversion Notices delivered prior to the expiration of the twentieth thirtieth (20th30/th/) Trading Day day after receipt by the Holders of an Optional Prepayment Notice for such Debentures (the 20th Trading Day thirtieth (30/th/) day after receipt by the Holders of an Optional Prepayment Notice is referred to herein as the "Optional Prepayment Date"). ------------------------ (ii) The Company shall not be entitled to deliver a Company Optional Prepayment Notice to the Holder (and, if after delivery thereof and prior to the Company Optional Prepayment Date, any of the following conditions shall cease to be met, such notice, at the option of the Holders, shall be deemed no longer effective) if: (i) the number of shares of Common Stock at the time authorized, unissued and unreserved for all purposes is insufficient to satisfy the Company's conversion obligations of the aggregate principal amount of Debentures then outstanding, or (ii) there is neither an effective Underlying Shares Registration Statement under which the Holders can resell all of the issued Underlying Shares and all of the Underlying Shares as are issuable upon conversion in full of the Debentures subject to a Company Optional Prepayment Notice nor may all of such issued and issuable Underlying Shares be sold by the Holders subject to such prepayment without volume restrictions pursuant to Rule 144 promulgated under the Securities Act, as determined by counsel to the Company pursuant to a written opinion letter, addressed to the Company's transfer agent in the form and substance acceptable to the Holders and such transfer agent, or (iii) the shares of Common Stock are not then listed for trading on the AMEX or on a Subsequent Market. (b) If any portion of the Optional Prepayment Price shall not be paid by the Company by the second (2nd2/nd/) Business Day following the Optional Prepayment Date, the Optional Prepayment Price shall be increased by 15% per annum (or such lesser maximum amount that is permitted to be paid by applicable law, to accrue daily) until paid daily from the date such interest is due hereunder through and including the date of payment (which amount shall be paid as liquidated damages and not as a penalty). In addition, if any portion of the optional Prepayment Price remains unpaid through the expiration of the Optional Prepayment Date, the Holder subject to such prepayment may elect by written notice to the Company to either (x) demand conversion in accordance with the formula and the time period therefor set forth in Section 4 of any portion of the principal amount of Debentures for which the Optional Prepayment Price, plus accrued liquidated damages thereof, has not been paid in full (the "Unpaid ------ Prepayment Principal Amount"), in which event the applicable Per Share Market --------------------------- Value shall be the lower of the Per Share Market Value calculated on the Optional Prepayment Date and the Per Share Market Value as of the Holder's written demand for conversion, or (y) invalidate ab initio such optional redemptionprepayment, notwithstanding anything herein contained to the contrary. If the Holder elects option (x) above, the Company shall shall, within three (3) Trading Days after such election is deemed delivered hereunder hereunder, deliver to the Holder the shares of Common Stock issuable upon conversion of the Unpaid Prepayment Principal Amount subject to such conversion demand and otherwise perform its obligations hereunder with respect thereto; or, if . If the Holder elects option (y) above, the Company shall promptly, and in any event not later than three (3) Trading Days from receipt of notice of such election, return to the Holder new Debentures for the full Unpaid Prepayment Principal AmountAmount and shall no longer have any prepayment rights under this Debenture. If, upon an election under option (x) above, the Company fails to deliver the certificates representing the shares of Common Stock issuable upon conversion of the Unpaid Prepayment Principal Amount within the time period set forth in this Section, the Company shall pay to the Holder in cash, as liquidated damages and not as a penalty, $2,500 5,000 per day until the Company delivers such Common Stock certificates to the Holder.

Optional Prepayment. (aA) The Company Borrower shall have ------------------- have, and is hereby granted, the rightoption to prepay its loan obligation and to cause the corresponding optional redemption of the Bonds pursuant to Section 2.4(A) of the Indenture at such times, exercisable at any time upon twenty (20) Trading Days prior in such amounts, and with such premium, if any, for such optional redemption as set forth in the form of the Bond, by delivering a written notice to the Holders Trustee in accordance with Section 8.2 hereof, with a copy to the Authority, setting forth the amount to be prepaid, the amount of Bonds requested to be redeemed with the proceeds of such prepayment, and the date on which such Bonds are to be redeemed. Such prepayment must be sufficient to provide monies for the payment of interest and Redemption Price in accordance with the terms of the Debentures Bonds requested to be prepaid redeemed with such prepayment and accompanied by all other amounts then due under the Financing Documents. In the event of any waiver required by holders complete prepayment of senior indebtedness its loan obligation, the Borrower shall, at the time of such prepayment, also pay or provide for the payment of all reasonable or necessary fees and expenses of the Company for such prepayment (Authority, the "Optional Prepayment Notice"), Trustee and the Paying Agent accrued and to prepay, accrue through the final payment of all or any portion of the outstanding principal amount of the Debentures which have not previously been repaid or for which Conversion Notices have not previously been deliveredBonds. The prepayment price applicable to Any such prepayments shall equal be applied to the Optional Prepayment Price (as defined redemption of Bonds in the manner provided in Section 76.2 of the Indenture, and credited against payments due hereunder in the same manner. (B) The Borrower shall have, and is hereby granted, the option to prepay its loan obligation in full at any time without premium if any of the following events shall have occurred, as evidenced in each case by the filing with the Trustee of a certificate of an Authorized Representative of the Borrower to the effect that one of such events has occurred and is continuing, and describing the same: (1) The Project shall have been damaged or destroyed to such extent that (a) the Project cannot be reasonably restored within a period of six months from the date of such damage or destruction to the condition thereof immediately preceding such damage or destruction, or (b) the Borrower is thereby prevented or likely to be prevented from carrying on its normal operation of the Project for a period of six months from the date of such damage or destruction. (2) Title to or the temporary use of all or substantially all of the Project shall have been taken or condemned by a competent authority, which taking or condemnation results or is likely to result in the Borrower being thereby prevented or likely to be prevented from carrying on its normal operation of the Project for a period of six months. (3) A change in the Constitution of the State or of the United States of America or legislative or executive action (whether local, state, or federal) or a final decree, judgment or order of any court or administrative body (whether local, state, or federal) that causes this Agreement to become void or unenforceable or impossible of performance in accordance with the intent and purpose of the parties as expressed herein or, imposes unreasonable burdens or excessive liabilities upon the Borrower with respect to the Project or the operation thereof. (4) The operation of any of the Project shall have been enjoined or shall otherwise have been prohibited by any order, decree, rule or regulation of any court or of any local, state, or federal regulatory body, administrative agency or other governmental body for a period of not less than six months. (5) Changes in the economic availability of raw materials, operating supplies or facilities necessary for the operation of the Project or technological or other changes shall have occurred which the Borrower cannot reasonably overcome or control and which in the Borrower's reasonable judgment renders the Project unsuitable or uneconomic for the purposes herein specified or any tax shall be paid levied upon payments due under the Note in cashan amount which the Borrower in its reasonable judgment believes imposes an unreasonable burden upon the Borrower. Any In any such prepayment case the final loan payment shall be free a sum sufficient, together with other funds deposited with Trustee and available for such purpose, to redeem all Bonds then outstanding under the Indenture at the redemption price of any claim 100% of subordination. The Holders shall have the right principal amount thereof plus accrued interest to tenderthe redemption date or dates and all other amounts then due under the Financing Documents, and the Company Borrower shall honor, Conversion Notices delivered prior to the expiration also pay or provide for all reasonable or necessary fees and expenses of the twentieth (20th) Trading Day after receipt by the Holders of an Optional Prepayment Notice for such Debentures (the 20th Trading Day after receipt by the Holders of an Optional Prepayment Notice is referred to herein as the "Optional Prepayment Date"). (b) If any portion of the Optional Prepayment Price shall not be paid by the Company by the second (2nd) Business Day following the Optional Prepayment DateAuthority, the Optional Prepayment Price shall be increased by 15% per annum (Trustee and Paying Agent and the Remarketing Agent accrued and to accrue daily) until paid (which amount through final payment for the Bonds. The Borrower shall be paid as liquidated damages and not as deliver a penalty). In addition, if any portion of the optional Prepayment Price remains unpaid through the expiration of the Optional Prepayment Date, the Holder subject to such prepayment may elect by written notice to the Company Trustee, with a copy to either (x) demand conversion in accordance with the formula and Authority, requesting the time period therefor set forth in Section 4 of any portion redemption of the principal amount of Debentures for Bonds under the Indenture, which the Optional Prepayment Price, plus accrued liquidated damages thereof, has not been paid in full (the "Unpaid Prepayment Principal Amount"), in which event notice shall have attached thereto the applicable Per Share Market Value shall be the lower certificate of the Per Share Market Value calculated on the Optional Prepayment Date and the Per Share Market Value as Authorized Representative of the Holder's written demand for conversion, or (y) invalidate ab initio such optional redemption, notwithstanding anything herein contained to the contrary. If the Holder elects option (x) above, the Company shall within three (3) Trading Days such election is deemed delivered hereunder to the Holder the shares of Common Stock issuable upon conversion of the Unpaid Prepayment Principal Amount subject to such conversion demand and otherwise perform its obligations hereunder with respect thereto; or, if the Holder elects option (y) above, the Company shall promptly, and in any event not later than three (3) Trading Days from receipt of notice of such election, return to the Holder new Debentures for the full Unpaid Prepayment Principal Amount. If, upon an election under option (x) above, the Company fails to deliver the shares of Common Stock issuable upon conversion of the Unpaid Prepayment Principal Amount within the time period set forth in this Section, the Company shall pay to the Holder in cash, as liquidated damages and not as a penalty, $2,500 per day until the Company delivers such Common Stock to the HolderBorrower.

Optional Prepayment. (a) The Company Borrower shall have the right, exercisable right at any time and from time to time to prepay any Borrowing, in whole or in part, upon twenty (20) Trading Days at least three Business Days’ prior written or fax Prepayment Notice by the Borrower in the case of Eurodollar Term Loans, or written or fax Prepayment Notice by the Borrower at least one Business Day prior to the date of prepayment in the case of ABR Term Loans, to the Administrative Agent before 2:00 p.m.; provided, however, that each partial prepayment shall be in an aggregate amount of not less than the Minimum Threshold. (b) Optional prepayments of the Term Loans shall be applied against the remaining scheduled installments of principal due in respect of such Term Loans under Section 2.11 in the manner specified by the Borrower or, if not so specified on or prior to the date of such optional prepayment, in direct order of maturity. Optional prepayments of Term Loans and any Incremental Term Loans shall be applied ratably among the outstanding Term Loans and Incremental Term Loans. (c) Each Prepayment Notice shall specify the prepayment date and the principal amount of each Borrowing (or portion thereof) to be prepaid, shall be irrevocable and shall commit the Borrower to prepay such Borrowing by the amount stated therein on the date stated therein; provided that notwithstanding anything to the contrary contained in this Agreement, the Borrower may rescind any notice of prepayment under this Section 2.12(c) by notice to the Holders Administrative Agent no later than 2:00 p.m. (and promptly confirmed in writing) on the date of the Debentures to be prepaid and accompanied by any waiver required by holders of senior indebtedness of the Company for prepayment if such prepayment (the "Optional Prepayment Notice")would have resulted from an acquisition, to prepayan Investment, a Disposition, a prepayment of other Indebtedness or a refinancing of all or any portion of the outstanding Term Loans, which acquisition, Investment, Disposition, prepayment of other Indebtedness or refinancing shall not be consummated or otherwise shall be delayed. (d) In the event that all or any portion of the Term Loans are repaid, prepaid (which shall be deemed for these purposes to include any assignments pursuant to Section 2.21(a)), replaced, repriced or effectively refinanced, in each case, in connection with a Repricing Transaction on or prior to the date that is twelve months after the Closing Date, such repayment, prepayment, replacement, repricing or refinancing shall be made at 101% of the principal amount so repaid, prepaid, refinanced, replaced or repriced. Such applicable amount shall be due and payable on the date of the Debentures which have such repayment, prepayment, replacement, repricing or effective refinancing (whether or not previously been repaid or for which Conversion Notices have not previously been delivered. The prepayment price applicable to such prepayments shall equal the Optional Prepayment Price (as defined in Section 7an Event of Default is occurring) and shall be paid a condition precedent to the effectiveness of any applicable amendment contemplated by, or transaction pursuant to, Sections 2.21(a), 2.23 or 2.24, in cash. Any such prepayment each case, to the extent in connection with a Repricing Transaction on or prior to the date that is twelve months after the Closing Date. (e) All repayments pursuant to this Section 2.12 shall be free subject to Section 2.12(d) and Section 2.16, but shall otherwise be without premium or penalty. (f) Notwithstanding anything in any Loan Document to the contrary, in addition to the terms set forth in Sections 2.12(a), 2.12(d) and 9.04, any Company Party may prepay the outstanding Term Loans on the following basis, so long as (1) no Event of Default has occurred and is continuing or would immediately result therefrom, (2) any Term Loans so prepaid are automatically and permanently canceled immediately upon such prepayment, or any Term Loans purchased by a Company Party are immediately cancelled, and (3) no proceeds of any claim of subordination. The Holders loans under the Revolving Credit Agreement are used, directly or indirectly, for such purpose: (i) Any Company Party shall have the right to tendermake a voluntary prepayment of Term Loans at a discount to par pursuant to a Borrower Offer of Specified Discount Prepayment, Borrower Solicitation of Discount Range Prepayment Offers or Borrower Solicitation of Discounted Prepayment Offers (any such prepayment, the “Discounted Term Loan Prepayment”), in each case made in accordance with this Section 2.12(f) and the Company shall honor, Conversion Notices delivered prior to the expiration of the twentieth (20th) Trading Day after receipt by the Holders of an Optional Prepayment Notice for such Debentures (the 20th Trading Day after receipt by the Holders of an Optional Prepayment Notice is referred to herein as the "Optional Prepayment Date")without premium or penalty. (bii) If any portion (A) Any Company Party may from time to time offer to make a Discounted Term Loan Prepayment by providing the Auction Agent with five Business Days’ notice in the form of the Optional a Specified Discount Prepayment Price shall not be paid Notice (or such shorter period as agreed by the Auction Agent); provided that (I) any such offer shall be made available, at the sole discretion of such Company by Party, to (x) each Lender and/or (y) each Lender with respect to any Class of Term Loans on an individual tranche basis, (II) any such offer shall specify the second aggregate principal amount offered to be prepaid (2ndthe “Specified Discount Prepayment Amount”) Business Day following the Optional Prepayment Datewith respect to each applicable tranche, the Optional Prepayment Price shall be increased by 15% per annum (to accrue daily) until paid (which amount shall be paid as liquidated damages and not as a penalty). In addition, if any portion tranche or tranches of the optional Prepayment Price remains unpaid through the expiration of the Optional Prepayment Date, the Holder Term Loans subject to such prepayment offer and the specific percentage discount to par (the “Specified Discount”) of such Term Loans to be prepaid (it being understood that different Specified Discounts and/or Specified Discount Prepayment Amounts may elect by written notice be offered with respect to different tranches of Term Loans and, in such event, each such offer will be treated as a separate offer pursuant to the Company to either (x) demand conversion in accordance with the formula and the time period therefor set forth in terms of this Section 4 of any portion of the principal amount of Debentures for which the Optional Prepayment Price, plus accrued liquidated damages thereof, has not been paid in full (the "Unpaid Prepayment Principal Amount"2.05(12(f)(ii)), in which event (III) the applicable Per Share Market Value Specified Discount Prepayment Amount shall be the lower in an aggregate amount not less than $5,000,000 and whole increments of the Per Share Market Value calculated on the Optional Prepayment Date $1,000,000 in excess thereof and the Per Share Market Value as of the Holder's written demand for conversion, or (yIV) invalidate ab initio such optional redemption, notwithstanding anything herein contained unless rescinded pursuant to the contrary. If the Holder elects option clause (xc) above, each such offer shall remain outstanding through the Company shall within three (3) Trading Days Specified Discount Prepayment Response Date. The Auction Agent will promptly provide each Appropriate Lender with a copy of such election is deemed delivered hereunder Specified Discount Prepayment Notice and a form of the Specified Discount Prepayment Response to be completed and returned by each such Lender to the Holder Auction Agent (or its delegate) by no later than 5:00 p.m. on the shares third Business Day after the date of Common Stock issuable upon conversion delivery of the Unpaid Prepayment Principal Amount subject such notice to such conversion demand and otherwise perform its obligations hereunder with respect thereto; or, if Lenders (or such later date specified therein) (the Holder elects option (y) above, the Company shall promptly, and in any event not later than three (3) Trading Days from receipt of notice of such election, return to the Holder new Debentures for the full Unpaid “Specified Discount Prepayment Principal Amount. If, upon an election under option (x) above, the Company fails to deliver the shares of Common Stock issuable upon conversion of the Unpaid Prepayment Principal Amount within the time period set forth in this Section, the Company shall pay to the Holder in cash, as liquidated damages and not as a penalty, $2,500 per day until the Company delivers such Common Stock to the HolderResponse Date”).

Optional Prepayment. (aA) The Company Borrower shall have have, and is hereby granted, the right, exercisable option to prepay its loan obligation at any time, and from time upon twenty (20to time, on or after September 1, 2008 and to cause the corresponding optional redemption of the Bonds pursuant to Section 2.4(A) Trading Days prior of the Indenture at such times, in such amounts, and with such premium, if any, for such optional redemption as set forth in the form of the Bond, by delivering a written notice to the Holders Trustee in accordance with Section 8.2 hereof, with a copy to the Authority, setting forth the amount to be prepaid, the amount of Bonds requested to be redeemed with the proceeds of such prepayment, and the date on which such Bonds are to be redeemed. Such prepayment must be sufficient to provide monies for the payment of interest and Redemption Price in accordance with the terms of the Debentures Bonds requested to be prepaid redeemed with such prepayment and accompanied by all other amounts then due under the Financing Documents. In the event of any waiver required by holders complete prepayment of senior indebtedness its loan obligation, the Borrower shall, at the time of such prepayment, also pay or provide for the payment of all reasonable or necessary fees and expenses of the Company for such prepayment (Authority, the "Optional Prepayment Notice"), Trustee and the Paying Agent accrued and to prepay, accrue through the final payment of all or any portion of the outstanding principal amount of the Debentures which have not previously been repaid or for which Conversion Notices have not previously been deliveredBonds. The prepayment price applicable to Any such prepayments shall equal be applied to the Optional Prepayment Price (as defined redemption of Bonds in the manner provided in Section 76.2 of the Indenture, and credited against payments due hereunder in the same manner. (B) The Borrower shall have, and is hereby granted, the option to prepay its loan obligation in full at any time without premium if any of the following events shall have occurred, as evidenced in each case by the filing with the Trustee of a certificate of an Authorized Representative of the Borrower to the effect that one of such events has occurred and is continuing, and describing the same: (1) The Project shall have been damaged or destroyed to such extent that (a) the Project cannot be reasonably restored within a period of six (6) months from the date of such damage or destruction to the condition thereof immediately preceding such damage or destruction, or (b) the Borrower is thereby prevented or likely to be prevented from carrying on its normal operation of the Project for a period of six (6) months from the date of such damage or destruction. (2) Title to or the temporary use of all or substantially all of the Project shall have been taken or condemned by a competent authority, which taking or condemnation results or is likely to result in the Borrower being thereby prevented or likely to be prevented from carrying on its normal operation of the Project for a period of six (6) months. (3) A change in the Constitution of the State or of the United States of America or legislative or executive action (whether local, state, or federal) or a final decree, judgment or order of any court or administrative body (whether local, state, or federal) that causes this Agreement to become void or unenforceable or impossible of performance in accordance with the intent and purpose of the parties as expressed herein or, imposes unreasonable burdens or excessive liabilities upon the Borrower with respect to the Project or the operation thereof. (4) The operation of any of the Project shall have been enjoined or shall otherwise have been prohibited by any order, decree, rule or regulation of any court or of any local, state, or federal regulatory body, administrative agency or other governmental body for a period of not less than six months. (5) Changes in the economic availability of raw materials, operating supplies or facilities necessary for the operation of the Project or technological or other changes shall have occurred which the Borrower cannot reasonably overcome or control and which in the Borrower's reasonable judgment renders the Project unsuitable or uneconomic for the purposes herein specified or any tax shall be paid levied upon payments due under the Note in cashan amount which the Borrower in its reasonable judgment believes imposes an unreasonable burden upon the Borrower. Any In any such prepayment case the final loan payment shall be free a sum sufficient, together with other funds deposited with Trustee and available for such purpose, to redeem all Bonds then Outstanding under the Indenture at the redemption price of any claim 100% of subordination. The Holders shall have the right principal amount thereof plus accrued interest to tenderthe redemption date and all other amounts then due under the Financing Documents, and the Company Borrower shall honor, Conversion Notices delivered prior to the expiration also pay or provide for all reasonable or necessary fees and expenses of the twentieth (20th) Trading Day after receipt by the Holders of an Optional Prepayment Notice for such Debentures (the 20th Trading Day after receipt by the Holders of an Optional Prepayment Notice is referred to herein as the "Optional Prepayment Date"). (b) If any portion of the Optional Prepayment Price shall not be paid by the Company by the second (2nd) Business Day following the Optional Prepayment DateAuthority, the Optional Prepayment Price shall be increased by 15% per annum (Trustee and Paying Agent accrued and to accrue daily) until paid (which amount through final payment for the Bonds. The Borrower shall be paid as liquidated damages and not as deliver a penalty). In addition, if any portion of the optional Prepayment Price remains unpaid through the expiration of the Optional Prepayment Date, the Holder subject to such prepayment may elect by written notice to the Company Trustee, with a copy to either (x) demand conversion in accordance with the formula and Authority, requesting the time period therefor set forth in Section 4 of any portion redemption of the principal amount of Debentures for Bonds under the Indenture, which the Optional Prepayment Price, plus accrued liquidated damages thereof, has not been paid in full (the "Unpaid Prepayment Principal Amount"), in which event notice shall have attached thereto the applicable Per Share Market Value shall be the lower certificate of the Per Share Market Value calculated on the Optional Prepayment Date and the Per Share Market Value as Authorized Representative of the Holder's written demand for conversion, or (y) invalidate ab initio such optional redemption, notwithstanding anything herein contained to the contrary. If the Holder elects option (x) above, the Company shall within three (3) Trading Days such election is deemed delivered hereunder to the Holder the shares of Common Stock issuable upon conversion of the Unpaid Prepayment Principal Amount subject to such conversion demand and otherwise perform its obligations hereunder with respect thereto; or, if the Holder elects option (y) above, the Company shall promptly, and in any event not later than three (3) Trading Days from receipt of notice of such election, return to the Holder new Debentures for the full Unpaid Prepayment Principal Amount. If, upon an election under option (x) above, the Company fails to deliver the shares of Common Stock issuable upon conversion of the Unpaid Prepayment Principal Amount within the time period set forth in this Section, the Company shall pay to the Holder in cash, as liquidated damages and not as a penalty, $2,500 per day until the Company delivers such Common Stock to the HolderBorrower.

Optional Prepayment. (a) The Company shall have the right, exercisable at any time from and after July 1, 2006, upon twenty thirty (2030) Trading Days prior written notice to the Holders of the Debentures to be prepaid and accompanied by any waiver required by holders of senior indebtedness of the Company for such prepayment (the "“Optional Prepayment Notice"”), to prepay, from funds legally available therefor at the time of such prepayment, all or any portion of the outstanding principal amount of the Debentures which have not previously been repaid or for which Conversion Notices have not previously been delivered. The prepayment delivered hereunder, at a price applicable equal to such prepayments shall equal the Optional Prepayment Price (as defined in Section 7) and shall be paid in cashbelow). Any such prepayment by the Company shall be in cash and shall be free of any claim of subordination. The Holders shall have the right to tender, and the Company shall honor, Conversion Notices delivered prior to the expiration of the twentieth thirtieth (20th30th) Trading Day after receipt by the Holders of an Optional Prepayment Notice for such Debentures (such date, the 20th Trading Day after receipt by the Holders of an Optional Prepayment Notice is referred to herein as the "“Optional Prepayment Date"”). (b) If any portion of the Optional Prepayment Price shall not be paid by the Company by the second (2nd) Business Day following the Optional Prepayment Date, the Optional Prepayment Price shall be increased by 1510% per annum (to accrue daily) until paid (which amount shall be paid as liquidated damages and not as a penalty). In addition, if any portion of the optional Prepayment Price remains unpaid through the expiration of the Optional Prepayment Date, the Holder subject to such prepayment may elect by written notice to the Company to either (xi) demand conversion in accordance with the formula and the time period therefor set forth in Section 4 of any portion of the principal amount of Debentures for which the Optional Prepayment Price, plus accrued liquidated damages thereof, has not been paid in full (the "“Unpaid Prepayment Principal Amount"”), in which event the applicable Per Share Market Value shall be the lower of the Per Share Market Value calculated on the Optional Prepayment Date and the Per Share Market Value as of the Holder's ’s written demand for conversion, or (yii) invalidate ab initio such optional redemption, notwithstanding anything herein contained to the contrary. If the Holder elects option (xi) above, the Company shall within three (3) Trading Days of such election is deemed delivered hereunder to the Holder the shares of Common Stock issuable upon conversion of the Unpaid Prepayment Principal Amount subject to such conversion demand and otherwise perform its obligations hereunder with respect thereto; or, if the Holder elects option (yii) above, the Company shall promptly, and in any event not later than three (3) Trading Days from receipt of notice of such election, return to the Holder new Debentures for the full Unpaid Prepayment Principal Amount. If, upon an election under option (xi) above, the Company fails to deliver the shares of Common Stock issuable upon conversion of the Unpaid Prepayment Principal Amount within the time period set forth in this Section, the Company shall pay to the Holder in cash, as liquidated damages and not as a penalty, $2,500 100 per day until the Company delivers such Common Stock to the Holder. (c) The “Optional Prepayment Price” for any Debentures shall be as follows: (i) if the Debentures are called from July 1, 2006 through January 1, 2007, the Optional Prepayment Price shall be 105% of the principal amount of the Debentures plus all other amounts, expenses, costs and liquidated damages due in respect of such principal amount; (ii) if the Debentures are called from January 2, 2007 through June 30, 2007, the Optional Prepayment Price shall be 104% of the principal amount of the Debentures plus all other amounts, expenses, costs and liquidated damages due in respect of such principal amount; (iii) if the Debentures are called from July 1, 2007 through January 1, 2008, the Optional Prepayment Price shall be 103% of the principal amount of the Debentures plus all other amounts, expenses, costs and liquidated damages due in respect of such principal amount; and (iv) if the Debentures are called from January 2, 2008 through the Maturity Date, the Optional Prepayment Price shall be 102% of the principal amount of the Debentures plus all other amounts, expenses, costs and liquidated damages due in respect of such principal amount. (d) Any Optional Prepayment shall be made directly by the Company in fifty (50) Debenture minimums, with the debentures to call chosen by lottery in a format to be determined solely by the Company’s Board of Directors.

Optional Prepayment. (a) The Company shall have the right, exercisable at any time and from time to time after the Original Issue Date and upon twenty (20) five Trading Days Days' prior written notice to the affected Holders of the Debentures to be prepaid and accompanied by any waiver required by holders of senior indebtedness of the Company for such prepayment (the an "Optional Prepayment Notice"), to prepay, prepay all or any portion of the outstanding principal amount of the Debentures which have not previously been repaid or for which Conversion Notices have not previously been delivered. The prepayment price applicable to such prepayments under this Section 5(a) shall equal the Optional Mandatory Prepayment Price (as defined in Section 7) Amount and shall be paid in cashcash on the seventh Trading Day following the date that the Company first delivered the Optional Prepayment Notice (the "Optional Prepayment Date"). Any such prepayment shall be free of any claim of subordination. The Holders shall have the right to tender, and the Company shall honor, Conversion Notices delivered prior to the expiration of the twentieth (20th) Trading Day after receipt by the Holders of an Optional Prepayment Notice for such Debentures (the 20th Trading Day after receipt by the Holders of an Optional Prepayment Notice is referred to herein as the "Optional Prepayment Date"). (b) If any portion of the Optional Prepayment Price Amount shall not be paid by the Company by the second (2nd) Business Day following expiration of the Optional Prepayment Date, the Optional Company may not again exercise any right of prepayment under this Section. In addition, the Mandatory Prepayment Price Amount shall be increased by 1518% per annum (or such lesser maximum amount that is permitted to be paid by applicable law) to accrue daily) until paid daily from the date such interest is due hereunder through and including the date of payment (which amount shall be paid as liquidated damages and not as a penalty). In addition, if any portion of the optional Mandatory Prepayment Price Amount remains unpaid through the expiration of the Optional Prepayment Date, the Holder subject to such prepayment may elect by written notice to the Company to either (x) demand conversion in accordance with the formula and the time period therefor set forth in Section 4 of any portion of the principal amount of Debentures for which the Optional Mandatory Prepayment PriceAmount, plus accrued liquidated damages thereofand accrued interest thereon, has not been paid in full (the "Unpaid Prepayment Principal Amount"), in which event the applicable Per Share Market Value shall be the lower of the Per Share Market Value calculated on the Optional Prepayment Date and the Per Share Market Value as of the Holder's written demand for conversion, or (y) invalidate ab initio such optional redemptionprepayment, notwithstanding anything herein contained to the contrary. If the Holder elects option (x) above, the Company shall shall, within three (3) five Trading Days after such election is deemed delivered hereunder hereunder, deliver to the Holder the shares of Common Stock issuable upon conversion of the Unpaid Prepayment Principal Amount subject to such conversion demand and otherwise perform its obligations hereunder with respect thereto; or, if the Holder elects option (y) above, the Company shall promptly, and in any event not later than three (3) Trading Days from receipt of notice of such election, return to the Holder new Debentures for the full Unpaid Prepayment Principal Amount. If, upon an election under option (x) above, the Company fails to deliver the shares of Common Stock issuable upon conversion of the Unpaid Prepayment Principal Amount within the time period set forth in this Section, the Company shall pay to the Holder in cash, as liquidated damages and not as a penalty, $2,500 per day until the Company delivers such Common Stock to the Holder.

Optional Prepayment. (a) The Company shall have the rightright to prepay, exercisable at any time upon twenty (20) Trading Days days prior written notice to the Holders of the Debentures to be prepaid and accompanied by any waiver required by holders of senior indebtedness of the Company for such prepayment (the "Optional Prepayment Notice"), to prepayfrom funds legally available -------------------------- therefor at the time of such prepayment, all or any portion of the outstanding principal amount of the Debentures which have not previously been repaid or for which Conversion Notices have not previously been delivered. The prepayment delivered hereunder, at a price applicable equal to such prepayments shall equal the Optional Prepayment Price (as defined in Section 7) and shall be paid in cashbelow). Any such prepayment by the Company shall be in cash and shall be free of any claim of subordination. The Holders shall have the right to tender, and the Company shall honor, Conversion Notices delivered prior to the expiration of the twentieth (20th) Trading Day after receipt by the Holders of an Optional Prepayment Notice for such Debentures (the 20th Trading Day after receipt by the Holders of an Optional Prepayment Notice is referred to herein as such date, the "Optional Prepayment ------------------- Date"). (b) If any portion of the Optional Prepayment Price shall not be paid by the Company by the second (2nd) Business Day following the Optional Prepayment Date, the Optional Prepayment Price shall be increased by 1518% per annum (to accrue daily) until paid (which amount shall be paid as liquidated damages and not as a penalty). In addition, if any portion of the optional Optional Prepayment Price remains unpaid through the expiration of the Optional Prepayment Date, the Holder subject to such prepayment may elect by written notice to the Company to either (xi) demand conversion in accordance with the formula and the time period therefor set forth in Section 4 of any portion of the principal amount of Debentures for which the Optional Prepayment Price, plus accrued liquidated damages thereof, has not been paid in full (the "Unpaid Prepayment Principal Amount"), in which event the applicable Per Share ----------------------------------- Market Value shall be the lower of the Per Share Market Value calculated on the Optional Prepayment Date and the Per Share Market Value as of the Holder's written demand for conversion, or (yii) invalidate ab initio such optional redemption, notwithstanding anything herein contained to the contrary. If the Holder elects option (xi) above, the Company shall within three (3) Trading Days such election is deemed delivered hereunder to the Holder the shares of Common Stock issuable upon conversion of the Unpaid Prepayment Principal Amount subject to such conversion demand and otherwise perform its obligations hereunder with respect thereto; or, if the Holder elects option (yii) above, the Company shall promptly, and in any event not later than three (3) Trading Days from receipt of notice of such election, return to the Holder new Debentures for the full Unpaid Prepayment Principal Amount. If, upon an election under option (xi) above, the Company fails to deliver the shares of Common Stock issuable upon conversion of the Unpaid Prepayment Principal Amount within the time period set forth in this Section, the Company shall pay to the Holder in cash, as liquidated damages and not as a penalty, $2,500 per day until the Company delivers such Common Stock to the Holder.

Optional Prepayment. (a) The Company shall have the right, exercisable at any from time to time after the Original Issue Date and upon twenty (20) five Trading Days Days' prior written notice to the affected Holders of the Debentures to be prepaid and accompanied by any waiver required by holders of senior indebtedness of the Company for such prepayment (the an "Optional Prepayment Notice"), to prepay, prepay all or any portion of the outstanding principal amount of the Debentures which have not previously been repaid or Notes for which Conversion Notices have not previously been delivered. The prepayment price applicable to such prepayments under this Section 5(a) shall equal be paid in cash on the seventh Trading Day following the date that the Company first delivered the Optional Prepayment Price Notice (the "Optional Prepayment Date"), in accordance with the Prepayment Amount (as defined in Section 7) and shall be paid in cash6). Any such prepayment shall be free of any claim of subordination. The Holders shall have the right to tender, and the Company shall honor, Conversion Notices delivered prior to the expiration of the twentieth (20th) fifth Trading Day after receipt by the Holders delivery of an Optional Prepayment Notice for such Debentures Notes. (the 20th Trading Day after receipt by the Holders of b) The Company shall not be entitled to deliver an Optional Prepayment Notice is referred to herein as the "Holder (and, if after delivery thereof and prior to the Optional Prepayment Date"), any of the following conditions shall cease to be met, such notice, at the option of the Holders, shall be deemed no longer effective) if: (i) the number of shares of Common Stock at the time authorized, unissued and unreserved for all purposes is insufficient to satisfy the Company's conversion obligations of the aggregate principal amount of Notes then outstanding, or (ii) there is neither an effective Underlying Shares Registration Statement under which the Holders can resell all of the issued Underlying Shares and all of the Underlying Shares as are issuable upon conversion in full of the principal amount of Notes subject to an Optional Prepayment Notice nor may all of such issued and issuable Underlying Shares be sold by the Holders subject to such prepayment without volume restrictions pursuant to Rule 144 promulgated under the Securities Act, as determined by counsel to the Company pursuant to a written opinion letter, addressed to the Company's transfer agent in the form and substance acceptable to the Holders and such transfer agent, or (iii) the Common Stock is not then listed for trading on the NASDAQ or on a Subsequent Market. (bc) If any portion of the Optional Prepayment Price Amount shall not be paid by the Company by the second (2nd) Business Day following expiration of the Optional Prepayment Date, the Optional Company may not again exercise any right of prepayment under this Section. In addition, the Prepayment Price Amount shall be increased by 1518% per annum (or such lesser maximum amount that is permitted to be paid by applicable law) to accrue daily) until paid daily from the date such interest is due hereunder through and including the date of payment (which amount shall be paid as liquidated damages and not as a penalty). In addition, if any portion of the optional Prepayment Price Amount remains unpaid through the expiration of the Optional Prepayment Date, the Holder subject to such prepayment may elect by written notice to the Company to either (x) demand conversion in accordance with the formula and the time period therefor set forth in Section 4 of any portion of the principal amount of Debentures Notes for which the Optional Prepayment PriceAmount, plus accrued liquidated damages thereofand accrued interest thereon, has not been paid in full (the "Unpaid Prepayment Principal Amount"), in which event the applicable Per Share Market Value shall be the lower of the Per Share Market Value calculated on the Optional Prepayment Date and the Per Share Market Value as of the Holder's written demand for conversion, or (y) invalidate ab initio AB INITIO such optional redemptionprepayment, notwithstanding anything herein contained to the contrary. If the Holder elects option (x) above, the Company shall shall, within three (3) Trading Days after such election is deemed delivered hereunder hereunder, deliver to the Holder the shares of Common Stock issuable upon conversion of the Unpaid Prepayment Principal Amount subject to such conversion demand and otherwise perform its obligations hereunder with respect thereto; or, if . If the Holder elects option (y) above, the Company shall promptly, and in any event not later than three (3) Trading Days from receipt of notice of such election, return to the Holder new Debentures Notes for the full Unpaid Prepayment Principal Amount. If, upon an election Amount and shall no longer have any prepayment rights under option (x) above, the Company fails to deliver the shares of Common Stock issuable upon conversion of the Unpaid Prepayment Principal Amount within the time period set forth in this Section, the Company shall pay to the Holder in cash, as liquidated damages and not as a penalty, $2,500 per day until the Company delivers such Common Stock to the HolderNote.

Optional Prepayment. (a) The Company shall have the rightright to prepay, exercisable at any time upon twenty (20) Trading Days days prior written notice to the Holders of the Debentures to be prepaid and accompanied by any waiver required by holders of senior indebtedness of the Company for such prepayment (the "Optional Prepayment Notice"), to prepayfrom funds legally available therefor at the time of such prepayment, all or any portion of the outstanding principal amount of the Debentures which have not previously been repaid or for which Conversion Notices have not previously been delivered. The prepayment delivered hereunder, at a price applicable equal to such prepayments shall equal the Optional Prepayment Price (as defined in Section 7) and shall be paid in cashbelow). Any such prepayment by the Company shall be in cash and shall be free of any claim of subordination. The Holders shall have the right to tender, and the Company shall honor, Conversion Notices delivered prior to the expiration of the twentieth (20th) Trading Day day after receipt by the Holders of an Optional Prepayment Notice for such Debentures (the 20th Trading Day after receipt by the Holders of an Optional Prepayment Notice is referred to herein as such date, the "Optional Prepayment Date"). (b) If any portion of the Optional Prepayment Price shall not be paid by the Company by the second (2nd) Business Day following the Optional Prepayment Date, the Optional Prepayment Price shall be increased by 15% per annum (to accrue daily) until paid (which amount shall be paid as liquidated damages and not as a penalty). In addition, if any portion of the optional Prepayment Price remains unpaid through the expiration of the Optional Prepayment Date, the Holder subject to such prepayment may elect by written notice to the Company to either (x) demand conversion in accordance with the formula and the time period therefor set forth in Section 4 of any portion of the principal amount of Debentures for which the Optional Prepayment Price, plus accrued liquidated damages thereof, has not been paid in full (the "Unpaid Prepayment Principal Amount"), in which event the applicable Per Share Market Value shall be the lower of the Per Share Market Value calculated on the Optional Prepayment Date and the Per Share Market Value as of the Holder's written demand for conversion, or (y) invalidate ab initio such optional redemption, notwithstanding anything herein contained to the contrary. If the Holder elects option (x) above, the Company shall within three (3) Trading Days such election is deemed delivered hereunder to the Holder the shares of Common Stock issuable upon conversion of the Unpaid Prepayment Principal Amount subject to such conversion demand and otherwise perform its obligations hereunder with respect thereto; or, if the Holder elects option (y) above, the Company shall promptly, and in any event not later than three (3) Trading Days from receipt of notice of such election, return to the Holder new Debentures for the full Unpaid Prepayment Principal Amount. If, upon an election under option (x) above, the Company fails to deliver the shares of Common Stock issuable upon conversion of the Unpaid Prepayment Principal Amount within the time period set forth in this Section, the Company shall pay to the Holder in cash, as liquidated damages and not as a penalty, $2,500 per day until the Company delivers such Common Stock to the Holder.

Optional Prepayment. (a) The Company Borrower may prepay the Loan (and the Issuer shall then be deemed to have made a corresponding optional redemption of the rightSeries 2015 Note), exercisable in whole or in part, at any time upon twenty after August , 2017 or from time to time thereafter, by paying to the Noteholder (20as holder of the Series 2015 Note and assignee of the Issuer) Trading the principal amount of the Loan to be prepaid, together with the unpaid interest accrued on the amount of principal so prepaid to the date of such prepayment, without premium or penalty. Each prepayment of the Loan shall be made on such Interest Payment Date and in such principal amount as shall be specified by the Borrower in a written notice delivered by the Borrower on behalf of the Issuer to the Noteholder not less than two (2) Business Days prior written notice to thereto specifying the Holders principal amount of the Debentures Loan to be prepaid and accompanied by any waiver required by holders the date of senior indebtedness of such prepayment. Notice having been given as aforesaid, the Company for such prepayment (the "Optional Prepayment Notice"), to prepay, all or any portion of the outstanding principal amount of the Debentures which Loan stated in such notice or the whole thereof, as the case may be, shall become due and payable on the prepayment date stated in such notice, together with interest accrued and unpaid to the prepayment date on the principal amount then being paid, without premium or penalty. If on the prepayment date moneys for the payment of the Loan or portion thereof to be prepaid, together with interest to the prepayment date on such amount, shall have not previously been repaid paid to the Noteholder as above provided prior to 2:00 p.m. Eastern time on a Interest Payment Date and if notice of prepayment shall have been given to the Noteholder as above provided, then from and after such Interest Payment Date interest on the Loan or for which Conversion Notices have not previously been delivered. The prepayment price applicable portion thereof so prepaid shall cease to such prepayments shall equal accrue and the Optional Prepayment Price (as defined in Section 7) and principal amount paid shall be deemed cancelled and no longer outstanding hereunder. If said moneys shall not have been so paid on the prepayment date, such principal amount of such Loan or portion thereof shall continue to bear interest until payment thereof at the rate or rates provided for in cashthis Agreement. Any such prepayment payments made after 2:00 p.m. Eastern time shall be free of any claim of subordination. The Holders shall have deemed made on the right to tender, and the Company shall honor, Conversion Notices delivered prior to the expiration of the twentieth (20th) Trading Day after receipt by the Holders of an Optional Prepayment Notice for such Debentures (the 20th Trading Day after receipt by the Holders of an Optional Prepayment Notice is referred to herein as the "Optional Prepayment next succeeding Interest Payment Date"). (b) If In the event of a partial prepayment of the Loan pursuant to this Section 2.07, the amount prepaid shall be applied to satisfy the then remaining principal installments pursuant to the terms of the Series 2015 Note. Partial prepayments shall be applied against remaining installments of principal due on the Series 2015 Note in such order as shall be determined by the Noteholder in its sole discretion. (c) In the event the Loan or any portion of thereof is prepaid as provided in this Section 2.07, the Optional Prepayment Price Series 2015 Note shall not automatically be paid deemed to be prepaid in an identical manner without any required action by the Company by Issuer or the second (2nd) Business Day following the Optional Prepayment Date, the Optional Prepayment Price shall be increased by 15% per annum (to accrue daily) until paid (which amount shall be paid as liquidated damages and not as a penalty). In addition, if any portion of the optional Prepayment Price remains unpaid through the expiration of the Optional Prepayment Date, the Holder subject to such prepayment may elect by written notice to the Company to either (x) demand conversion in accordance with the formula and the time period therefor set forth in Section 4 of any portion of the principal amount of Debentures for which the Optional Prepayment Price, plus accrued liquidated damages thereof, has not been paid in full (the "Unpaid Prepayment Principal Amount"), in which event the applicable Per Share Market Value shall be the lower of the Per Share Market Value calculated on the Optional Prepayment Date and the Per Share Market Value as of the Holder's written demand for conversion, or (y) invalidate ab initio such optional redemption, notwithstanding anything herein contained to the contrary. If the Holder elects option (x) above, the Company shall within three (3) Trading Days such election is deemed delivered hereunder to the Holder the shares of Common Stock issuable upon conversion of the Unpaid Prepayment Principal Amount subject to such conversion demand and otherwise perform its obligations hereunder with respect thereto; or, if the Holder elects option (y) above, the Company shall promptly, and in any event not later than three (3) Trading Days from receipt of notice of such election, return to the Holder new Debentures for the full Unpaid Prepayment Principal Amount. If, upon an election under option (x) above, the Company fails to deliver the shares of Common Stock issuable upon conversion of the Unpaid Prepayment Principal Amount within the time period set forth in this Section, the Company shall pay to the Holder in cash, as liquidated damages and not as a penalty, $2,500 per day until the Company delivers such Common Stock to the HolderBorrower.

Optional Prepayment. The Borrowers may, at their option, prepay any Loan advanced hereunder in full or in part (a) The Company shall have as well as all interest accrued and unpaid thereon through the right, exercisable at any time upon twenty (20) Trading Days prior written notice to the Holders end of the Debentures to be prepaid and accompanied by related Interest Period) on the last Business Day of any waiver required by holders of senior indebtedness of the Company for such prepayment Interest Period related thereto (the "each an “Optional Prepayment Notice"Date”); provided that the Borrowers deliver a Prepayment Notice to each Lender and the Lender Agent, to prepay, no later than 2:00 p.m. New York City time on a Business Day that is at least two (2) Business Days preceding the Optional Prepayment Date; provided further that all or Term Loans must be paid in full before the Borrowers may prepay any portion of the outstanding Revolving Loans. Any such partial prepayment shall be in a minimum principal amount of not less than $10,000,000 and in increments of $1,000,000 (or, if less, the Debentures which have not previously been repaid or for which Conversion Notices have not previously been delivered. The prepayment price applicable to such prepayments shall equal the Optional Prepayment Price (as defined in Section 7) and shall be paid in cashOutstanding Aggregate Loan Amount). Any such prepayment shall be free of any claim of subordination. The Holders shall have the right to tender, and the Company shall honor, Conversion Notices delivered prior paid over to the expiration Lender Agent for the account of the twentieth (20th) Trading Day after receipt Lenders by the Holders of an Optional Prepayment Notice for Borrowers by 2:00 p.m. (New York City time) on such Debentures (the 20th Trading Day after receipt by the Holders of an Optional Prepayment Notice is referred to herein as the "Optional Prepayment Date"). (b) If any portion of the Optional Prepayment Price shall not be paid by the Company by the second (2nd) Business Day following the Optional Prepayment Date, the Optional Prepayment Price and shall be increased by 15% per annum in an amount equal to the sum of (to accrue dailya) until paid the Loan amount being prepaid on the date of such prepayment, plus (which amount shall be paid b) all accrued and unpaid interest on such Loan being prepaid as liquidated damages and not as a penalty). In addition, if any portion of the optional Prepayment Price remains unpaid through date of such prepayment, plus (c) the expiration allocable portion (determined by the Lender Agent in its sole reasonable discretion) of all other amounts due from the Borrowers hereunder. The Borrowers may make a partial or full prepayment on any date other than an Optional Prepayment Date; provided that the Borrowers make a timely delivery of a Prepayment Notice, the Holder subject to such prepayment may elect by written notice and in addition to the Company to either amount required under items (x) demand conversion in accordance with the formula and the time period therefor set forth in Section 4 of any portion of the principal amount of Debentures for which the Optional Prepayment Price, plus accrued liquidated damages thereof, has not been paid in full (the "Unpaid Prepayment Principal Amount"a), in which event the applicable Per Share Market Value shall be the lower of the Per Share Market Value calculated on the Optional Prepayment Date (b), and the Per Share Market Value as of the Holder's written demand for conversion, or (y) invalidate ab initio such optional redemption, notwithstanding anything herein contained to the contrary. If the Holder elects option (xc) above, the Company shall within three Borrowers must pay, without duplication, (3x) Trading Days such election is deemed delivered hereunder to the Holder the shares of Common Stock issuable upon conversion of the Unpaid Prepayment Principal Amount subject to such conversion demand and otherwise perform its obligations hereunder with respect thereto; orall Breakage Costs, if any, actually incurred by the Holder elects option Lenders and resulting from such prepayment and (y) aboveall accrued and unpaid interest on such Loan being prepaid following the prepayment. Subject to Section 5.02, in the absence of a timely delivered Prepayment Notice, the Company Lenders shall promptly, automatically and in any event not later than three (3) Trading Days from receipt without further action by the Borrowers continue each Loan at the termination of notice of such election, return to each Interest Period for a successive Interest Period beginning on the Holder new Debentures for day immediately following the full Unpaid Prepayment Principal Amount. If, upon an election under option (x) above, the Company fails to deliver the shares of Common Stock issuable upon conversion final day of the Unpaid Prepayment Principal Amount within the time period set forth in this Section, the Company shall pay to the Holder in cash, as liquidated damages and not as a penalty, $2,500 per day until the Company delivers such Common Stock to the Holderimmediately preceding Interest Period.

Optional Prepayment. (a) The Company shall have Upon notice given to the rightHolder as provided in Section 4(b), exercisable the Borrower, at its option, may, at any time upon twenty (20) Trading Days prior written notice to the Holders of the Debentures to be prepaid and accompanied by any waiver required by holders of senior indebtedness of the Company for such prepayment (the "Optional Prepayment Notice"), to prepay, prepay all or any portion of the outstanding principal amount of the Debentures which have not previously been repaid or for which Conversion Notices have not previously been delivered. The prepayment price applicable to such prepayments shall equal the Optional Prepayment Price (as defined in Section 7) and shall be paid in cash. Any such prepayment shall be free of any claim of subordination. The Holders shall have the right to tender, and the Company shall honor, Conversion Notices delivered prior to the expiration of the twentieth (20th) Trading Day after receipt by the Holders of an Optional Prepayment Notice for such Debentures (the 20th Trading Day after receipt by the Holders of an Optional Prepayment Notice is referred to herein as the "Optional Prepayment Date"). (b) If any portion of the Optional Prepayment Price shall not be paid by the Company by the second (2nd) Business Day following the Optional Prepayment Date, the Optional Prepayment Price shall be increased by 15% per annum (to accrue daily) until paid (which amount shall be paid as liquidated damages and not as a penalty). In addition, if any portion of the optional Prepayment Price remains unpaid through the expiration of the Optional Prepayment Date, the Holder subject to such prepayment may elect by written notice to the Company to either (x) demand conversion in accordance with the formula and the time period therefor set forth in Section 4 of any portion of the principal amount of Debentures for which the Optional Prepayment Pricethis Note at any time, plus accrued liquidated damages thereof, has not been paid in full (the "Unpaid Prepayment Principal Amount"), in which event the applicable Per Share Market Value shall be the lower of the Per Share Market Value calculated on the Optional Prepayment Date and the Per Share Market Value as of the Holder's written demand for conversion, or (y) invalidate ab initio such optional redemption, notwithstanding anything herein contained to the contrary. If the Holder elects option (x) above, the Company shall within three (3) Trading Days such election is deemed delivered hereunder by paying to the Holder an amount equal to the shares principal amount to be repaid together with interest accrued and unpaid thereon to the date fixed for such prepayment, and reasonable out-of-pocket costs and expenses (including, without limitation, reasonable fees, charges and disbursements of Common Stock issuable upon conversion counsel), if any, associated with such prepayment; provided, however, each prepayment of less than the full outstanding balance of the Unpaid Prepayment Principal Amount subject principal amount of this Note shall be in an aggregate principal amount of this Note of $1,000,000 or integral multiples of $100,000 in excess thereof, and provided, further, that unless this Note and all Notes shall be paid in full, the aggregate principal balance of the Notes outstanding at any time shall be at least $500,000. No prepayment penalty or premium shall apply in respect of any optional prepayment made in accordance with this paragraph. (b) The Borrower may give written notice of prepayment of this Note or any portion thereof not less than 10 nor more than 60 days prior to the date fixed for such conversion demand prepayment. Such notice of prepayment shall be given in the manner specified in Section 7.2 of Amendment No. 4 of the Purchase Agreement (except that no notice shall be required in connection with the consummation of the transactions contemplated by the Stock Purchase Agreement). Upon notice of prepayment being given by the Borrower, the Borrower covenants and otherwise perform its obligations hereunder agrees that it will prepay, on the date therein fixed for prepayment, this Note or the portion hereof so called for prepayment, at the outstanding principal amount thereof or the portion thereof so called for prepayment, together with respect thereto; orinterest accrued and unpaid thereon to the date fixed for such prepayment, together with the costs and expenses referred to in Section 4(a). (c) All optional prepayments under this Section 4 shall include payment of accrued interest on the principal amount so prepaid and shall be applied first to all costs, expenses and indemnities payable under the Purchase Agreement, then to payment of default interest, if the Holder elects option (y) aboveany, the Company shall promptlythen to payment of accrued interest, and in any event not later than three (3) Trading Days from receipt of notice of such election, return thereafter to the Holder new Debentures for the full Unpaid Prepayment Principal Amount. If, upon an election under option (x) above, the Company fails to deliver the shares of Common Stock issuable upon conversion of the Unpaid Prepayment Principal Amount within the time period set forth in this Section, the Company shall pay to the Holder in cash, as liquidated damages and not as a penalty, $2,500 per day until the Company delivers such Common Stock to the Holderprincipal.

Optional Prepayment. (i) At any time (a) The Company on or before that date which is six (6) months after the Closing Date or (b) on or after that date which is one (1) year after the Closing Date, the Corporation shall have the right, exercisable at any time upon twenty right to prepay (20"OPTIONAL PREPAYMENT") Trading Days prior written notice to the Holders of the Debentures to be prepaid and accompanied by any waiver required by holders of senior indebtedness of the Company for such prepayment (the "Optional Prepayment Notice"), to prepay, all or any portion of the outstanding principal amount of the Debentures which have not previously been repaid or for which Conversion Notices have not previously been delivered. The prepayment price applicable to such prepayments shall equal the Optional Prepayment Price (as defined in Section 7) and shall be paid in cash. Any Outstanding Amount, provided, however, that any such prepayment shall be free subject to concurrent payment of any claim of subordinationa premium (the "OPTIONAL PREPAYMENT PREMIUM") and all other amounts owing hereunder. The Holders An Optional Prepayment shall have the right to tender, and the Company shall honor, Conversion Notices delivered prior to the expiration of the twentieth (20th) Trading Day after receipt be made by the Holders Corporation in its sole discretion by delivery of an Optional Prepayment Notice for such Debentures (as defined below). In the 20th Trading Day after receipt by the Holders case of an Optional Prepayment during the period described in clause (a) of this subparagraph, the Optional Prepayment Premium shall be in an amount equal to seven and one half percent (7 1/2%) of the principal amount being prepaid and the Holder's right to effect an Optional Conversion shall terminate upon receipt of an Optional Prepayment Notice. In the case of an Optional Prepayment during the period described in clause (b) of this subparagraph, the Optional Prepayment Premium shall be in an amount equal to ten percent (10%) of the principal amount being prepaid and the Holder may convert all or any part of the Outstanding Amount into Common Stock by delivering a Notice of Optional Conversion to the Corporation at any time prior to that date which is referred to herein as ten (10) trading days after receipt of an Optional Prepayment Notice. (ii) The Corporation shall effect each prepayment under this Section VIII.B by giving at least twenty (20) trading days' prior written notice (the "OPTIONAL PREPAYMENT NOTICE") of the date on which such prepayment is to be made (the "OPTIONAL PREPAYMENT DATE") and the Outstanding Amount to be prepaid to the Holder at the address and facsimile number of the Holder appearing in the Debenture Register, which Optional Prepayment Notice shall be deemed to have been delivered on the trading day after the Corporation's fax (with a copy sent by overnight courier) of such notice to the Holder. The Corporation shall pay the Outstanding Amount specified in the Optional Prepayment Notice, together with the applicable Optional Prepayment Premium, to the Holder on the Optional Prepayment Date"). The Corporation may not attempt to deliver an Optional Prepayment Notice if it has previously received a Mandatory Prepayment Notice. (biii) If the Corporation fails to pay, when due and owing, any portion of the Optional Prepayment Price shall not be paid by the Company by the second (2nd) Business Day following Outstanding Amount or the Optional Prepayment Date, the Premium in accordance with an Optional Prepayment Price Notice, then the Holder shall be increased by 15% per annum have the right, at any time and from time to time, to require the Corporation, upon written notice, to immediately convert (to accrue dailyin accordance with the terms of paragraph A of Article II) until paid (which amount shall be paid as liquidated damages and not as a penalty). In addition, if any portion or all of the optional Prepayment Outstanding Amount which is the subject of such prepayment into shares of Common Stock at the lowest Conversion Price remains unpaid through in effect during the expiration period beginning on the date of the Optional Prepayment Date, Notice and ending on the Holder subject to earlier of the date the Corporation effects such prepayment may elect by written notice to the Company to either (x) demand conversion in accordance with the formula full and the time period therefor set forth in Section 4 of any portion of the principal amount of Debentures for which the Optional Prepayment Price, plus accrued liquidated damages thereof, has not been paid in full (the "Unpaid Prepayment Principal Amount"), in which event the applicable Per Share Market Value shall be the lower of the Per Share Market Value calculated on the Optional Prepayment Date and the Per Share Market Value as date of the Holder's written demand for conversion, or (y) invalidate ab initio such optional redemption, notwithstanding anything herein contained to the contrary. If the Holder elects option (x) above, the Company shall within three (3) Trading Days such election is deemed delivered hereunder to the Holder the shares of Common Stock issuable upon conversion of the Unpaid Prepayment Principal Amount subject to such conversion demand and otherwise perform its obligations hereunder with respect thereto; or, if the Holder elects option (y) above, the Company shall promptly, and in any event not later than three (3) Trading Days from receipt of notice of such election, return to the Holder new Debentures for the full Unpaid Prepayment Principal Amount. If, upon an election under option (x) above, the Company fails to deliver the shares of Common Stock issuable upon conversion of the Unpaid Prepayment Principal Amount within the time period set forth in this Section, the Company shall pay to the Holder in cash, as liquidated damages and not as a penalty, $2,500 per day until the Company delivers such Common Stock to the Holderconversion.

Optional Prepayment. (a) The Subject to Section 5(b) below, the Company shall have the right, exercisable at any time and from time to time after the Original Issue Date, in accordance with the terms hereof and upon twenty (20) Trading Days Days' prior written notice to the Holders of the Debentures to be prepaid and accompanied by any waiver required by holders of senior indebtedness of the Company for such prepayment (the an "Optional Prepayment Notice"), to prepay, prepay all or any portion of the outstanding principal amount of the Debentures which have has not previously been repaid or for which Conversion Notices have not previously been delivered. The prepayment price applicable to such prepayments under this Section 5(a) shall equal the Optional Prepayment Price (as defined in Section 7) and shall be paid in cash. Any such prepayment shall be free of any claim of subordination. The Holders shall have the right to tender, and the Company shall honor, Conversion Notices delivered prior to the expiration of the twentieth (20th) nineteenth Trading Day after receipt by the Holders of an Optional Prepayment Notice for such Debentures (the 20th twentieth Trading Day after receipt by the Holders of an Optional Prepayment Notice is referred to herein as the "Optional Prepayment Date") (b) The Company shall not be entitled to deliver an Optional Prepayment Notice to the Holder (and, if after delivery thereof and prior to the Optional Prepayment Date, any of the following conditions shall cease to be met, such notice, at the option of the Holders, shall be deemed no longer effective) if: (i) the number of shares of Common Stock at the time authorized, unissued and unreserved for all purposes is insufficient to satisfy the Company's conversion obligations of the aggregate principal amount of Debentures then outstanding, or (ii) there is neither an effective Underlying Shares Registration Statement under which the Holders can resell all of the issued Underlying Shares and all of the Underlying Shares as are issuable upon conversion in full of the principal amount of Debentures subject to an Optional Prepayment Notice nor may all of such issued and issuable Underlying Shares be sold by the Holders subject to such prepayment without volume restrictions pursuant to Rule 144 promulgated under the Securities Act, as determined by counsel to the Company pursuant to a written opinion letter, addressed to the Company's transfer agent in the form and substance acceptable to the Holders and such transfer agent, or (iii) the Common Stock is not then listed or quoted for trading on the OTC or on a Subsequent Market. (bc) If any portion of the Optional Prepayment Price shall not be paid by the Company by the second (2nd) Business Trading Day following the Optional Prepayment Date, the Optional Prepayment Price shall be increased by 1518% per annum (or such lesser maximum amount that is permitted to be paid by applicable law) to accrue daily) until paid daily from the date such interest is due hereunder through and including the date of payment (which amount shall be paid as liquidated damages and not as a penalty). In addition, if any portion of the optional Prepayment Price remains unpaid through the expiration of the Optional Prepayment Date, the Holder subject to such prepayment may elect by written notice to the Company to either (x) demand conversion in accordance with the formula and the time period therefor set forth in Section 4 of any portion of the principal amount of Debentures for which the Optional Prepayment Price, plus accrued liquidated damages thereofand accrued interest thereon, has not been paid in full (the "Unpaid Prepayment Principal Amount"), in which event the applicable Per Share Market Value shall be the lower of the Per Share Market Value calculated on the Optional Prepayment Date and the Per Share Market Value as of the Holder's written demand for conversion, or (y) invalidate ab initio such optional redemptionprepayment, notwithstanding anything herein contained to the contrary. If the Holder elects option (x) above, the Company shall shall, within three (3) Trading Days after such election is deemed delivered hereunder hereunder, deliver to the Holder the shares of Common Stock issuable upon conversion of the Unpaid Prepayment Principal Amount subject to such conversion demand and otherwise perform its obligations hereunder with respect thereto; or, if . If the Holder elects option (y) above, the Company shall promptly, and in any event not later than three (3) Trading Days from receipt of notice of such election, return to the Holder new Debentures for the full Unpaid Prepayment Principal AmountAmount and shall no longer have any prepayment rights under this Debenture. If, upon an election under option (x) above, the Company fails to deliver certificates representing the shares of Common Stock issuable upon conversion of the Unpaid Prepayment Principal Amount within the time period set forth in this Section, the Company shall pay to the Holder in cash, as liquidated damages and not as a penalty, $2,500 5,000 per day until the Company delivers such Common Stock certificates to the Holder.

Optional Prepayment. (a) The Company shall have Maker has the rightright to pay before due the unpaid balance of any Variable Rate Advance or any part thereof (in multiples of $100,000) without penalty or premium, exercisable at any time but with accrued interest on the principal being prepaid to the date of such repayment. (b) At its option and upon twenty (20) Trading Days prior written notice to the Holders Payee, the Maker may prepay any LIBOR Advance in whole or in part (in multiples of $250,000) from time to time without premium or penalty but with accrued interest on the principal being prepaid to the date of such repayment; provided, however, that such LIBOR Advance may only be prepaid on the last Banking Day of the Debentures to be prepaid and accompanied by then current Interest Period applicable thereto. (c) In the event that any waiver prepayment of a LIBOR Advance is required by holders of senior indebtedness or permitted on a date other than the last Banking Day of the Company for such prepayment (then current Interest Period applicable thereto, then so long as this Note has not become due and payable in accordance with its terms, the "Optional Prepayment Notice"), to prepay, all or any portion of the outstanding principal amount of the Debentures which have not previously been repaid or for which Conversion Notices have not previously been delivered. The prepayment price applicable to such prepayments shall equal the Optional Prepayment Price (as defined in Section 7) and shall be paid in cash. Any such prepayment shall be free of any claim of subordination. The Holders Maker shall have the right to tender, and the Company shall honor, Conversion Notices delivered prior to the expiration of the twentieth prepay such LIBOR Advance in whole (20th) Trading Day after receipt by the Holders of an Optional Prepayment Notice for such Debentures (the 20th Trading Day after receipt by the Holders of an Optional Prepayment Notice is referred to herein as the "Optional Prepayment Date"). (b) If any portion of the Optional Prepayment Price shall but not be paid by the Company by the second (2nd) Business Day following the Optional Prepayment Date, the Optional Prepayment Price shall be increased by 15% per annum (to accrue daily) until paid (which amount shall be paid as liquidated damages and not as a penalty). In addition, if any portion of the optional Prepayment Price remains unpaid through the expiration of the Optional Prepayment Date, the Holder subject to such prepayment may elect by written notice to the Company to either (x) demand conversion in accordance with the formula and the time period therefor set forth in Section 4 of any portion of the principal amount of Debentures for which the Optional Prepayment Price, plus accrued liquidated damages thereof, has not been paid in full (the "Unpaid Prepayment Principal Amount"part), in which event provided that the applicable Per Share Market Value shall be the lower of the Per Share Market Value calculated on the Optional Prepayment Date and the Per Share Market Value as of the Holder's written demand for conversion, or (y) invalidate ab initio such optional redemption, notwithstanding anything herein contained to the contrary. If the Holder elects option (x) above, the Company shall within three (3) Trading Days such election is deemed delivered hereunder to the Holder the shares of Common Stock issuable upon conversion of the Unpaid Prepayment Principal Amount subject to such conversion demand and otherwise perform its obligations hereunder with respect thereto; or, if the Holder elects option (y) above, the Company shall promptly, and in any event not later than three (3) Trading Days from receipt of notice of such election, return to the Holder new Debentures for the full Unpaid Prepayment Principal Amount. If, upon an election under option (x) above, the Company fails to deliver the shares of Common Stock issuable upon conversion of the Unpaid Prepayment Principal Amount within the time period set forth in this Section, the Company Maker shall pay to the Holder Payee concurrently with such prepayment a Yield Maintenance Fee in cashan amount 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 maturity date of the term chosen pursuant to the Interest Period as to which the prepayment is made, shall be subtracted from the "cost of funds" component of the LIBOR Advance in effect at the time of prepayment. If the result is zero or a negative number, there shall be no Yield Maintenance Fee payable. 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 chosen pursuant to the Interest Period as liquidated damages to which the prepayment is made. Said amount shall be reduced to present value calculated by using the number of days remaining in the designated term and using the above-referenced United States Treasury security rate and the number of days remaining in the designated term chosen pursuant to the Interest Period as to which the prepayment is made. The resulting amount shall be the Yield Maintenance Fee due to the Payee upon prepayment of the LIBOR Advance. If this Note shall become due and payable for any reason, then any Yield Maintenance Fee with respect to the Note shall become due and payable in the same manner as though the Maker had exercised its right of prepayment. The Maker recognizes that the Payee will incur substantial additional costs and expenses including loss of yield and anticipated profitability in the event of prepayment of all or part of this Note and that the Yield Maintenance Fee compensates the Payee for such costs and expenses. The Maker acknowledges that the Yield Maintenance Fee is bargained-for consideration and not as a penalty. (d) All prepayments of any LIBOR Advance shall be applied first to fees and expenses then due hereunder, $2,500 per day until then to interest on the Company delivers such Common Stock unpaid principal balance accrued to the Holderdate of prepayment and last to the principal balance then due hereunder. (e) [Intentionally Omitted.]

Optional Prepayment. Prior to the Loan Maturity Date, Borrower may prepay all (but not less than all) of the Aggregate Principal Amount of the Note (an “Optional Prepayment”), by paying to the Lender the following amounts (the “Optional Prepayment Amount”): Closing Date until the date 60 Days following the Closing Date The sum of (a) the product of (i) 105%, multiplied by (ii) the $2,500,000 aggregate principal amount of the Note; (b) all accrued but unpaid Cash Interest; (c) all accrued but unpaid Additional Interest, and (d) other amounts due to Lender under this Agreement and the other Documents Day 61 from the Closing Date until the date 90 days following the Closing Date The Company sum of (a) the product of (i) 103%, multiplied by (ii) the $2,500,000 aggregate principal amount of the Note; (b) all accrued but unpaid Cash Interest; (c) all accrued but unpaid Additional Interest, and (d) other amounts due to Lender under this Agreement and the other Documents Day 91 from the Closing Date until the date 180 days following the Closing Date The sum of (a) the product of (i) 102%, multiplied by (ii) the $2,500,000 aggregate principal amount of the Note; (b) all accrued but unpaid Cash Interest; (c) all accrued but unpaid Additional Interest, and (d) other amounts due to Lender under this Agreement and the other Documents An Optional Prepayment shall have the right, exercisable at any time be paid upon twenty not less than five (205) Trading Business Days prior irrevocable written notice to the Holders of the Debentures to be prepaid and accompanied by any waiver required by holders of senior indebtedness of the Company for such prepayment (the "“Optional Prepayment Notice"”), to prepaythe Lender from the Borrower detailing the Optional Prepayment Amount to be paid and setting forth the specific date the Optional Prepayment Amount shall be paid (such date hereinafter to be referred to as the “Optional Prepayment Date”). The Optional Prepayment Amount shall be paid in full in cash to the Lender by the Borrower by wire transfer of immediately available funds on the Optional Prepayment Date. Other than as expressly permitted in this Section 2.8(a) or elsewhere herein, all or the Borrower may not prepay any portion of the outstanding principal amount Aggregate Principal Amount of the Debentures which have not previously been repaid or for which Conversion Notices have not previously been delivered. The prepayment price applicable Note, accrued but unpaid Cash Interest and/or any other amounts due to such prepayments shall equal the Optional Prepayment Price (as defined in Section 7) and shall be paid in cash. Any such prepayment shall be free of any claim of subordination. The Holders shall have the right to tender, and the Company shall honor, Conversion Notices delivered prior Lender pursuant to the expiration Note, this Agreement and/or any of the twentieth (20th) Trading Day after receipt by the Holders of an Optional Prepayment Notice for such Debentures (the 20th Trading Day after receipt by the Holders of an Optional Prepayment Notice is referred to herein as the "Optional Prepayment Date")other Documents. (b) If any portion of the Optional Prepayment Price shall not be paid by the Company by the second (2nd) Business Day following the Optional Prepayment Date, the Optional Prepayment Price shall be increased by 15% per annum (to accrue daily) until paid (which amount shall be paid as liquidated damages and not as a penalty). In addition, if any portion of the optional Prepayment Price remains unpaid through the expiration of the Optional Prepayment Date, the Holder subject to such prepayment may elect by written notice to the Company to either (x) demand conversion in accordance with the formula and the time period therefor set forth in Section 4 of any portion of the principal amount of Debentures for which the Optional Prepayment Price, plus accrued liquidated damages thereof, has not been paid in full (the "Unpaid Prepayment Principal Amount"), in which event the applicable Per Share Market Value shall be the lower of the Per Share Market Value calculated on the Optional Prepayment Date and the Per Share Market Value as of the Holder's written demand for conversion, or (y) invalidate ab initio such optional redemption, notwithstanding anything herein contained to the contrary. If the Holder elects option (x) above, the Company shall within three (3) Trading Days such election is deemed delivered hereunder to the Holder the shares of Common Stock issuable upon conversion of the Unpaid Prepayment Principal Amount subject to such conversion demand and otherwise perform its obligations hereunder with respect thereto; or, if the Holder elects option (y) above, the Company shall promptly, and in any event not later than three (3) Trading Days from receipt of notice of such election, return to the Holder new Debentures for the full Unpaid Prepayment Principal Amount. If, upon an election under option (x) above, the Company fails to deliver the shares of Common Stock issuable upon conversion of the Unpaid Prepayment Principal Amount within the time period set forth in this Section, the Company shall pay to the Holder in cash, as liquidated damages and not as a penalty, $2,500 per day until the Company delivers such Common Stock to the Holder.

Optional Prepayment. (a) The Prior to 5:00 p.m. (New York City time) on January 15, 2000, the Company shall have the right, exercisable at any from time to time upon twenty (20) five Trading Days Days' prior written notice to the affected Holders of the Debentures to be prepaid and accompanied by any waiver required by holders of senior indebtedness of the Company for such prepayment (the an "Optional Prepayment NoticeOPTIONAL PREPAYMENT NOTICE"), to prepay, prepay all or any portion of the outstanding principal amount of the Debentures which have not previously been repaid or for which Conversion Notices have not previously been delivered. The prepayment price applicable to such prepayments under this Section 5(a) shall equal the Optional Prepayment Price (as defined in Section 7) Amount and shall be paid in cashcash on the seventh Trading Day following the date that the Company first delivered the Optional Prepayment Notice (the "OPTIONAL PREPAYMENT DATE"). Any such prepayment shall be free of any claim of subordination. The Holders shall have the right to tender, and the Company shall honor, Conversion Notices delivered prior to the expiration of the twentieth (20th) fifth Trading Day after receipt by the Holders delivery of an Optional Prepayment Notice for such Debentures (the 20th Trading Day after receipt by the Holders of an Optional Prepayment Notice is referred to herein as the "Optional Prepayment Date")Debentures. (b) If any portion of the Optional Prepayment Price Amount shall not be paid by the Company by the second (2nd) Business Day following expiration of the Optional Prepayment Date, the Optional Company may not again exercise any right of prepayment under this Section. In addition, the Prepayment Price Amount shall be increased by 1518% per annum (or such lesser maximum amount that is permitted to be paid by applicable law) to accrue daily) until paid daily from the date such interest is due hereunder through and including the date of payment (which amount shall be paid as liquidated damages and not as a penalty). In addition, if any portion of the optional Prepayment Price Amount remains unpaid through the expiration of the Optional Prepayment Date, the Holder subject to such prepayment may elect by written notice to the Company to either (x) demand conversion in accordance with the formula and the time period therefor set forth in Section 4 of any portion of the principal amount of Debentures for which the Optional Prepayment PriceAmount, plus accrued liquidated damages thereofand accrued interest thereon, has not been paid in full (the "Unpaid Prepayment Principal AmountUNPAID PREPAYMENT PRINCIPAL AMOUNT"), in which event the applicable Per Share Market Value shall be the lower of the Per Share Market Value calculated on the Optional Prepayment Date and the Per Share Market Value as of the Holder's written demand for conversion, or (y) invalidate ab initio such optional redemptionprepayment, notwithstanding anything herein contained to the contrary. If the Holder elects option (x) above, the Company shall shall, within three (3) Trading Days after such election is deemed delivered hereunder hereunder, deliver to the Holder the shares of Common Stock issuable upon conversion of the Unpaid Prepayment Principal Amount subject to such conversion demand and otherwise perform its obligations hereunder with respect thereto; or, if . If the Holder elects option (y) above, the Company shall promptly, and in any event not later than three (3) Trading Days from receipt of notice of such election, return to the Holder new Debentures for the full Unpaid Prepayment Principal Amount. If, upon an election Amount and shall no longer have any prepayment rights under option (x) above, the Company fails to deliver the shares of Common Stock issuable upon conversion of the Unpaid Prepayment Principal Amount within the time period set forth in this Section, the Company shall pay to the Holder in cash, as liquidated damages and not as a penalty, $2,500 per day until the Company delivers such Common Stock to the HolderDebenture.

Optional Prepayment. (a) The Company Borrower shall have the right, exercisable right at any time and from time to time to prepay any Borrowing, in whole or in part, upon twenty (20) Trading Days at least three Business Days’ prior written notice or fax Prepayment Notice by the Borrower in the case of Eurodollar Term Loans, or written or fax Prepayment Notice by the Borrower at least one Business Day prior to the Holders date of prepayment in the case of ABR Term Loans, to the Administrative Agent before 12:30 p.m.; provided, however, that each partial prepayment shall be in an aggregate amount of not less than the Minimum Threshold. (b) Optional prepayments of the Debentures Term Loans shall be applied against the remaining scheduled installments of principal due in respect of such Term Loans under Section 2.11 in the manner specified by the Borrower or, if not so specified on or prior to the date of such optional prepayment, in direct order of maturity. Optional prepayments of Term Loans and any Incremental Term Loans shall be applied ratably among the outstanding Term Loans and Incremental Term Loans. (c) Each Prepayment Notice shall specify the prepayment date and the principal amount of each Borrowing (or portion thereof) to be prepaid prepaid, shall be irrevocable and accompanied shall commit the Borrower to prepay such Borrowing by any waiver required by holders of senior indebtedness of the Company for such prepayment amount stated therein on the date stated therein. (d) In the "Optional Prepayment Notice"), to prepay, event that all or any portion of the outstanding Term Loans are repaid, prepaid (which shall be deemed for these purposes to include any assignments pursuant to Section 2.21(a)), replaced, repriced or effectively refinanced, in each case, in connection with a Repricing Transaction on or prior to the date that is six months after the Closing Date, such repayment, prepayment, replacement, repricing or refinancing shall be made at 101% of the principal amount so repaid, prepaid, refinanced, replaced or repriced. Such applicable amount shall be due and payable on the date of the Debentures which have such repayment, prepayment, replacement, repricing or effective refinancing (whether or not previously been repaid or for which Conversion Notices have not previously been delivered. The prepayment price applicable to such prepayments shall equal the Optional Prepayment Price (as defined in Section 7an Event of Default is occurring) and shall be paid in cash. Any such prepayment shall be free a condition precedent to the effectiveness of any claim of subordination. The Holders shall have applicable amendment contemplated by, or transaction pursuant to, Sections 2.21(a), 2.23 or 2.24, in each case, to the right to tender, and the Company shall honor, Conversion Notices delivered extent in connection with a Repricing Transaction on or prior to the expiration of date that is six months after the twentieth (20th) Trading Day after receipt by the Holders of an Optional Prepayment Notice for such Debentures (the 20th Trading Day after receipt by the Holders of an Optional Prepayment Notice is referred to herein as the "Optional Prepayment Closing Date"). (be) If any portion of the Optional Prepayment Price shall not be paid by the Company by the second (2nd) Business Day following the Optional Prepayment Date, the Optional Prepayment Price All repayments pursuant to this Section 2.12 shall be increased by 15% per annum (to accrue daily) until paid (which amount shall be paid as liquidated damages and not as a penalty). In addition, if any portion of the optional Prepayment Price remains unpaid through the expiration of the Optional Prepayment Date, the Holder subject to such prepayment may elect by written notice to the Company to either (xSection 2.12(d) demand conversion in accordance with the formula and the time period therefor set forth in Section 4 of any portion of the principal amount of Debentures for which the Optional Prepayment Price2.16, plus accrued liquidated damages thereof, has not been paid in full (the "Unpaid Prepayment Principal Amount"), in which event the applicable Per Share Market Value but shall otherwise be the lower of the Per Share Market Value calculated on the Optional Prepayment Date and the Per Share Market Value as of the Holder's written demand for conversion, without premium or (y) invalidate ab initio such optional redemption, notwithstanding anything herein contained to the contrary. If the Holder elects option (x) above, the Company shall within three (3) Trading Days such election is deemed delivered hereunder to the Holder the shares of Common Stock issuable upon conversion of the Unpaid Prepayment Principal Amount subject to such conversion demand and otherwise perform its obligations hereunder with respect thereto; or, if the Holder elects option (y) above, the Company shall promptly, and in any event not later than three (3) Trading Days from receipt of notice of such election, return to the Holder new Debentures for the full Unpaid Prepayment Principal Amount. If, upon an election under option (x) above, the Company fails to deliver the shares of Common Stock issuable upon conversion of the Unpaid Prepayment Principal Amount within the time period set forth in this Section, the Company shall pay to the Holder in cash, as liquidated damages and not as a penalty, $2,500 per day until the Company delivers such Common Stock to the Holder.

Optional Prepayment. (a) The Company shall have Borrower has the rightright to pay before due the unpaid balance of any Variable Rate Advance or any part thereof without penalty or premium, exercisable at any time but with accrued interest on the principal being prepaid to the date of such repayment. (b) At its option and upon twenty (20) Trading Days prior written notice to the Holders Bank, the Borrower may prepay any LIBOR Advance in whole or in part from time to time without premium or penalty but with accrued interest on the principal being prepaid to the date of such repayment; provided, however, that such LIBOR Advance may only be prepaid on the last Banking Day of the Debentures to be prepaid and accompanied by then current Interest Period applicable thereto. (c) In the event that any waiver prepayment of a LIBOR Advance is required by holders of senior indebtedness or permitted on a date other than the last Banking Day of the Company for such prepayment (then current Interest Period applicable thereto, then so long as this Note has not become due and payable in accordance with its terms, the "Optional Prepayment Notice"), to prepay, all or any portion of the outstanding principal amount of the Debentures which have not previously been repaid or for which Conversion Notices have not previously been delivered. The prepayment price applicable to such prepayments shall equal the Optional Prepayment Price (as defined in Section 7) and shall be paid in cash. Any such prepayment shall be free of any claim of subordination. The Holders Borrower shall have the right to tender, and the Company shall honor, Conversion Notices delivered prior to the expiration of the twentieth prepay such LIBOR Advance in whole (20th) Trading Day after receipt by the Holders of an Optional Prepayment Notice for such Debentures (the 20th Trading Day after receipt by the Holders of an Optional Prepayment Notice is referred to herein as the "Optional Prepayment Date"). (b) If any portion of the Optional Prepayment Price shall but not be paid by the Company by the second (2nd) Business Day following the Optional Prepayment Date, the Optional Prepayment Price shall be increased by 15% per annum (to accrue daily) until paid (which amount shall be paid as liquidated damages and not as a penalty). In addition, if any portion of the optional Prepayment Price remains unpaid through the expiration of the Optional Prepayment Date, the Holder subject to such prepayment may elect by written notice to the Company to either (x) demand conversion in accordance with the formula and the time period therefor set forth in Section 4 of any portion of the principal amount of Debentures for which the Optional Prepayment Price, plus accrued liquidated damages thereof, has not been paid in full (the "Unpaid Prepayment Principal Amount"part), in which event provided that the applicable Per Share Market Value shall be the lower of the Per Share Market Value calculated on the Optional Prepayment Date and the Per Share Market Value as of the Holder's written demand for conversion, or (y) invalidate ab initio such optional redemption, notwithstanding anything herein contained to the contrary. If the Holder elects option (x) above, the Company shall within three (3) Trading Days such election is deemed delivered hereunder to the Holder the shares of Common Stock issuable upon conversion of the Unpaid Prepayment Principal Amount subject to such conversion demand and otherwise perform its obligations hereunder with respect thereto; or, if the Holder elects option (y) above, the Company shall promptly, and in any event not later than three (3) Trading Days from receipt of notice of such election, return to the Holder new Debentures for the full Unpaid Prepayment Principal Amount. If, upon an election under option (x) above, the Company fails to deliver the shares of Common Stock issuable upon conversion of the Unpaid Prepayment Principal Amount within the time period set forth in this Section, the Company Borrower shall pay to the Holder Bank concurrently with such prepayment a Yield Maintenance Fee in cashan amount 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 maturity date of the term chosen pursuant to the Interest Period as to which the prepayment is made, shall be subtracted from the “cost of funds” component of the LIBOR Advance in effect at the time of prepayment. If the result is zero or a negative number, there shall be no Yield Maintenance Fee payable. 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 chosen pursuant to the Interest Period as liquidated damages to which the prepayment is made. Said amount shall be reduced to present value calculated by using the number of days remaining in the designated term and using the above-referenced United States Treasury security rate and the number of days remaining in the designated term chosen pursuant to the Interest Period as to which the prepayment is made. The resulting amount shall be the Yield Maintenance Fee due to the Bank upon prepayment of the LIBOR Advance. If this Note shall become due and payable for any reason, then any Yield Maintenance Fee with respect to the Note shall become due and payable in the same manner as though the Borrower had exercised its right of prepayment. The Borrower recognizes that the Bank will incur substantial additional costs and expenses including loss of yield and anticipated profitability in the event of prepayment of all or part of this Note and that the Yield Maintenance Fee compensates the Bank for such costs and expenses. The Borrower acknowledges that the Yield Maintenance Fee is bargained-for consideration and not as a penalty. (d) All prepayments of any LIBOR Advance shall be applied first to fees and expenses then due hereunder, $2,500 per day until then to interest on the Company delivers such Common Stock unpaid principal balance accrued to the Holderdate of prepayment and last to the principal balance then due hereunder.

Optional Prepayment. (a) The Company shall have the right, exercisable at any time from and after 190 days from inception, upon twenty Ten (2010) Trading Days prior written notice to the Holders of the Debentures to be prepaid and accompanied by any waiver required by holders of senior indebtedness of the Company for such prepayment (the "“Optional Prepayment Notice"”), to prepay, from funds legally available therefor at the time of such prepayment, all or any portion of the outstanding principal amount of the Debentures which have not previously been repaid or for which Conversion Notices have not previously been delivered. The prepayment delivered hereunder, at a price applicable equal to such prepayments shall equal the Optional Prepayment Price (as defined in Section 7) and shall be paid in cashbelow). Any such prepayment by the Company shall be in cash and shall be free of any claim of subordination. The Holders shall have the right to tender, and the Company shall honor, Conversion Notices delivered prior to the expiration of the twentieth thirtieth (20th30th) Trading Day after receipt by the Holders of an Optional Prepayment Notice for such Debentures (such date, the 20th Trading Day after receipt by the Holders of an Optional Prepayment Notice is referred to herein as the "“Optional Prepayment Date"”). (b) If any portion of the Optional Prepayment Price shall not be paid by the Company by the second (2nd) Business Day following the Optional Prepayment Date, the Optional Prepayment Price shall be increased by 1510% per annum (to accrue daily) until paid (which amount shall be paid as liquidated damages and not as a penalty). In addition, if any portion of the optional Prepayment Price remains unpaid through the expiration of the Optional Prepayment Date, the Holder subject to such prepayment may elect by written notice to the Company to either (xi) demand conversion in accordance with the formula and the time period therefor set forth in Section 4 of any portion of the principal amount of Debentures for which the Optional Prepayment Price, plus accrued liquidated damages thereof, has not been paid in full (the "“Unpaid Prepayment Principal Amount"”), in which event the applicable Per Share Market Value shall be the lower of the Per Share Market Value calculated on the Optional Prepayment Date and the Per Share Market Value as of the Holder's ’s written demand for conversion, or (yii) invalidate ab initio such optional redemption, notwithstanding anything herein contained to the contrary. If the Holder elects option (xi) above, the Company shall within three (3) Trading Days of such election is deemed delivered hereunder to the Holder the shares of Common Stock issuable upon conversion of the Unpaid Prepayment Principal Amount subject to such conversion demand and otherwise perform its obligations hereunder with respect thereto; or, if the Holder elects option (yii) above, the Company shall promptly, and in any event not later than three (3) Trading Days from receipt of notice of such election, return to the Holder new Debentures for the full Unpaid Prepayment Principal Amount. If, upon an election under option (xi) above, the Company fails to deliver the shares of Common Stock issuable upon conversion of the Unpaid Prepayment Principal Amount within the time period set forth in this Section, the Company shall pay to the Holder in cash, as liquidated damages and not as a penalty, $2,500 100 per day until the Company delivers such Common Stock to the Holder. (c) The “Optional Prepayment Price” for any Debentures shall be as follows: (i) if the Debentures are called from April 8, 2010 through October 15, 2010 (190 days after inception), the Optional Prepayment Price shall be 105% of the principal amount of the Debentures plus all other amounts, expenses, costs and liquidated damages due in respect of such principal amount; (d) Any Optional Prepayment shall be made directly by the Company in Dollar (USD) ($ ) Debenture minimums, with the debentures to call chosen by lottery in a format to be determined solely by the Company’s Board of Directors.

Optional Prepayment. (a) The Company shall have may prepay (each, an “Optional Prepayment”) the right, exercisable Note in whole or in part at any time upon twenty (20) Trading Days prior written notice or from time to time by paying the Holders of the Debentures to be prepaid and accompanied by any waiver required by holders of senior indebtedness of the Company for such prepayment (the "Optional Prepayment Notice"), to prepay, all or any portion of the outstanding principal amount of the Debentures which have not previously been repaid or for which Conversion Notices have not previously been delivered. The prepayment price applicable to such prepayments shall equal Holder the Optional Prepayment Price in cash by wire transaction of immediately available funds with respect to the Conversion Amount being prepaid; provided, however, that the aggregate Conversion Amount under this Note and the Other Notes being prepaid in any Optional Prepayment pursuant to this Section 8 (as defined in Section 7and analogous provisions under the Other Notes) and shall be paid in cash. Any at least $250,000, or such prepayment shall be free of any claim of subordinationlesser amount that then remains outstanding under this Note and the Other Notes. The Holders shall have the Company may exercise its right to tenderrequire prepayment under this Section 8 by delivering a written notice thereof by electronic mail and overnight courier to the Holder and all, but not less than all, of the holders of the Other Notes (an “Optional Prepayment Notice” and the Company shall honor, Conversion Notices delivered prior to the expiration date all of the twentieth (20th) Trading Day after receipt by holders of the Holders of an Notes received such notice is referred to as the “Optional Prepayment Notice for such Debentures (the 20th Trading Day after receipt by the Holders of an Date”). Each Optional Prepayment Notice is referred to herein as shall be irrevocable. Each Optional Prepayment Notice shall (i) state the "date on which the Optional Prepayment shall occur (the “Optional Prepayment Date"”). , which date shall not be less than thirty (b30) If any portion Trading Days following the applicable Optional Prepayment Notice Date, (ii) state the aggregate Conversion Amount of the Notes which the Company has elected to be subject to Optional Prepayment from the Holder and all of the other holders of the Other Notes pursuant to this Section 8 (and analogous provisions under the Other Notes) on the related Optional Prepayment Date, (iii) state the aggregate Optional Prepayment Price with respect to the Conversion Amount of Notes that the Company has elected to be subject to the Optional Prepayment (which may be required to be changed if the Optional Prepayment Price shall not with respect to the applicable Conversion Amount being prepaid will be paid by calculated pursuant to clause (ii) of the definition of Optional Prepayment Price) and (iv) state whether there has been an Equity Conditions Failure. If the Company by confirmed that there was no Equity Conditions Failure as of the second applicable Optional Prepayment Notice Date but an Equity Conditions Failure occurred between the applicable Optional Prepayment Notice Date and any time through the related Optional Prepayment Date (2ndan “Optional Prepayment Interim Period”), the Company shall provide the Holder a subsequent notice to that effect, which notice shall indicate that the Optional Prepayment Price with respect to the applicable Conversion Amount being prepaid will be calculated pursuant to clause (ii) Business Day following of the definition of Optional Prepayment Price instead of clause (i) of such definition. Immediately prior to the related Optional Prepayment Date, the Company shall provide the Holder with the final Optional Prepayment Price shall be increased by 15% per annum (to accrue daily) until paid (which amount shall be paid as liquidated damages and not as a penalty). In addition, if any portion of the optional Prepayment Price remains unpaid through the expiration of the Optional Prepayment Date, the Holder subject to such prepayment may elect by written notice with respect to the Company to either (x) demand conversion in accordance with the formula and the time period therefor set forth in Section 4 of any portion of the principal amount of Debentures for which the Optional Prepayment Price, plus accrued liquidated damages thereof, has not been paid in full (the "Unpaid Prepayment Principal Amount"), in which event the applicable Per Share Market Value shall be the lower of the Per Share Market Value calculated on the Optional Prepayment Date and the Per Share Market Value as of the Holder's written demand for conversion, or (y) invalidate ab initio such optional redemption, notwithstanding anything herein contained to the contraryConversion Amount being prepaid. If the Holder Company elects option (x) aboveto cause an Optional Prepayment pursuant to this Section 8, then it must simultaneously take the Company shall within three (3) Trading Days such election is deemed delivered hereunder same action in the same proportion with respect to the Holder the shares of Common Stock issuable upon conversion of the Unpaid Prepayment Principal Amount subject to such conversion demand and otherwise perform its obligations hereunder with respect thereto; or, if the Holder elects option (y) above, the Company shall promptly, and in any event not later than three (3) Trading Days from receipt of notice of such election, return to the Holder new Debentures for the full Unpaid Prepayment Principal Amount. If, upon an election under option (x) above, the Company fails to deliver the shares of Common Stock issuable upon conversion of the Unpaid Prepayment Principal Amount within the time period set forth in this Section, the Company shall pay to the Holder in cash, as liquidated damages and not as a penalty, $2,500 per day until the Company delivers such Common Stock to the HolderOther Notes.

Optional Prepayment. (a) The Subject to Section 5(b) below, the Company shall have the right, exercisable at any time during the first thirty days after the Original Issue Date only, in accordance with the terms hereof and upon twenty (20) ten Trading Days Days' prior written notice to the Holders of the Debentures to be prepaid and accompanied by any waiver required by holders of senior indebtedness of the Company for such prepayment (the an "Optional Prepayment Notice"), to prepay, prepay all or any portion of the outstanding principal amount of the Debentures which have has not previously been repaid or for which Conversion Notices have not previously been delivered. The prepayment price applicable to such prepayments under this Section 5(a) shall equal the Optional Prepayment Price (as defined in Section 7) and shall be paid in cash. Any such prepayment shall be free of any claim of subordination. The Holders shall have the right to tender, and the Company shall honor, Conversion Notices delivered prior to the expiration of the twentieth (20th) Trading Day after receipt by the Holders of an Optional Prepayment Notice for such Debentures (the 20th tenth Trading Day after receipt by the Holders of an Optional Prepayment Notice is referred to herein as the ("Optional Prepayment Date"). (b) If any portion of the Optional Prepayment Price shall not be paid by the Company by the second (2nd) Business Trading Day following the Optional Prepayment Date, the Optional Prepayment Price shall be increased by 15% per annum (or such lesser maximum amount that is permitted to be paid by applicable law) to accrue daily) until paid daily from the date such interest is due hereunder through and including the date of payment (which amount shall be paid as liquidated damages and not as a penalty). In addition, if any portion of the optional Prepayment Price remains unpaid through the expiration of the Optional Prepayment Date, the Holder subject to such prepayment may elect by written notice to the Company to either (x) demand conversion in accordance with the formula and the time period therefor set forth in Section 4 of any portion of the principal amount of Debentures for which the Optional Prepayment Price, plus accrued liquidated damages thereofand accrued interest thereon, has not been paid in full (the "Unpaid Prepayment Principal Amount"), in which event the applicable Per Share Market Value shall be the lower of the Per Share Market Value calculated on the Optional Prepayment Date and the Per Share Market Value as of the Holder's written demand for conversion, or (y) invalidate ab initio such optional redemptionprepayment, notwithstanding anything herein contained to the contrary. If the Holder elects option (x) above, the Company shall shall, within three (3) five Trading Days after such election is deemed delivered hereunder hereunder, deliver to the Holder the shares of Common Stock issuable upon conversion of the Unpaid Prepayment Principal Amount subject to such conversion demand and otherwise perform its obligations hereunder with respect thereto; or, if . If the Holder elects option (y) above, the Company shall promptly, and in any event not later than three (3) Trading Days from receipt of notice of such election, return to the Holder new Debentures for the full Unpaid Prepayment Principal AmountAmount and shall no longer have any prepayment rights under this Debenture. If, upon an election under option (x) above, the Company fails to deliver certificates representing the shares of Common Stock issuable upon conversion of the Unpaid Prepayment Principal Amount within the time period set forth in this Section, the Company shall pay to the Holder in cash, as liquidated damages and not as a penalty, $2,500 5,000 per day until the Company delivers such Common Stock certificates to the Holder.

Optional Prepayment. (a8.1 Subject to Section 5(b) The below, the Company shall have the right, exercisable at any time during the first thirty days after the Original Issue Date only, in accordance with the terms hereof and upon twenty (20) ten Trading Days Days' prior written notice to the Holders of the Debentures to be prepaid and accompanied by any waiver required by holders of senior indebtedness of the Company for such prepayment (the an "Optional Prepayment Notice"), to prepay, prepay all or any portion of the outstanding principal amount of the Debentures which have has not previously been repaid or for which Conversion Notices have not previously been delivered. The prepayment price applicable to such prepayments under this Section 5(a) shall equal the Optional Prepayment Price (as defined in Section 7) and shall be paid in cash. Any such prepayment shall be free of any claim of subordination. The Holders shall have the right to tender, and the Company shall honor, Conversion Notices delivered prior to the expiration of the twentieth (20th) Trading Day after receipt by the Holders of an Optional Prepayment Notice for such Debentures (the 20th tenth Trading Day after receipt by the Holders of an Optional Prepayment Notice is referred to herein as the ("Optional Prepayment Date"). (b) 8.2 If any portion of the Optional Prepayment Price shall not be paid by the Company by the second (2nd) Business Trading Day following the Optional Prepayment Date, the Optional Prepayment Price shall be increased by 1512.5% per annum (or such lesser maximum amount that is permitted to be paid by applicable law) to accrue daily) until paid daily from the date such interest is due hereunder through and including the date of payment (which amount shall be paid as liquidated damages and not as a penalty). In addition, if any portion of the optional Prepayment Price remains unpaid through the expiration of the Optional Prepayment Date, the Holder subject to such prepayment may elect by written notice to the Company to either (x) demand conversion in accordance with the formula and the time period therefor set forth in Section 4 of any portion of the principal amount of Debentures for which the Optional Prepayment Price, plus accrued liquidated damages thereofand accrued interest thereon, has not been paid in full (the "Unpaid Prepayment Principal Amount"), in which event the applicable Per Share Market Value shall be the lower of the Per Share Market Value calculated on the Optional Prepayment Date and the Per Share Market Value as of the Holder's written demand for conversion, or (y) invalidate ab initio such optional redemptionprepayment, notwithstanding anything herein contained to the contrary. If the Holder elects option (x) above, the Company shall shall, within three (3) Trading Days after such election is deemed delivered hereunder hereunder, deliver to the Holder the shares of Common Stock issuable upon conversion of the Unpaid Prepayment Principal Amount subject to such conversion demand and otherwise perform its obligations hereunder with respect thereto; or, if . If the Holder elects option (y) above, the Company shall promptly, and in any event not later than three (3) Trading Days from receipt of notice of such election, return to the Holder new Debentures for the full Unpaid Prepayment Principal AmountAmount and shall no longer have any prepayment rights under this Debenture. If, upon an election under option (x) above, the Company fails to deliver certificates representing the shares of Common Stock issuable upon conversion of the Unpaid Prepayment Principal Amount within the time period set forth in this Section, the Company shall pay to the Holder in cash, as liquidated damages and not as a penalty, $2,500 2,000 per day until the Company delivers such Common Stock certificates to the Holder.

Optional Prepayment. (a) The Subject to Section 5(b) below, the Company shall have the right, exercisable at any time and from time to time after the Original Issue Date, in accordance with the terms hereof and upon twenty (20) ten Trading Days Days' prior written notice to the Holders of the Debentures to be prepaid and accompanied by any waiver required by holders of senior indebtedness of the Company for such prepayment (the an "Optional Prepayment Notice"), to prepay, prepay all or -------------------------- any portion of the outstanding principal amount of the Debentures which have has not previously been repaid or for which Conversion Notices have not previously been delivered. The prepayment price applicable to such prepayments under this Section 5(a) shall equal the Optional Prepayment Price (as defined in Section 7) and shall be paid in cash. Any such prepayment shall be free of any claim of subordination. The Holders shall have the right to tender, and the Company shall honor, Conversion Notices delivered prior to the expiration of the twentieth (20th) tenth Trading Day after receipt by the Holders of an Optional Prepayment Notice for such Debentures (the 20th tenth Trading Day after receipt by the Holders of an Optional Prepayment Notice is referred to herein as the "Optional Prepayment Date")) ------------------------ (b) The Company shall not be entitled to deliver an Optional Prepayment Notice to the Holder (and, if after delivery thereof and prior to the Optional Prepayment Date, any of the following conditions shall cease to be met, such notice, at the option of the Holders, shall be deemed no longer effective) if: (i) the number of shares of Common Stock at the time authorized, unissued and unreserved for all purposes is insufficient to satisfy the Company's conversion obligations of the aggregate principal amount of Debentures then outstanding, or (ii) there is neither an effective Underlying Shares Registration Statement under which the Holders can resell all of the issued Underlying Shares and all of the Underlying Shares as are issuable upon conversion in full of the principal amount of Debentures subject to an Optional Prepayment Notice nor may all of such issued and issuable Underlying Shares be sold by the Holders subject to such prepayment without volume restrictions pursuant to Rule 144 promulgated under the Securities Act, as determined by counsel to the Company pursuant to a written opinion letter, addressed to the Company's transfer agent in the form and substance acceptable to the Holders and such transfer agent, or (iii) the Common Stock is not then listed or quoted for trading on the OTC or on a Subsequent Market. (bc) If any portion of the Optional Prepayment Price shall not be paid by the Company by the second (2nd2/nd/) Business Trading Day following the Optional Prepayment Date, the Optional Prepayment Price shall be increased by 15% per annum (or such lesser maximum amount that is permitted to be paid by applicable law) to accrue daily) until paid daily from the date such interest is due hereunder through and including the date of payment (which amount shall be paid as liquidated damages and not as a penalty). In addition, if any portion of the optional Prepayment Price remains unpaid through the expiration of the Optional Prepayment Date, the Holder subject to such prepayment may elect by written notice to the Company to either (x) demand conversion in accordance with the formula and the time period therefor set forth in Section 4 of any portion of the principal amount of Debentures for which the Optional Prepayment Price, plus accrued liquidated damages thereofand accrued interest thereon, has not been paid in full (the "Unpaid Prepayment Principal Amount"), in which ---------------------------------- event the applicable Per Share Market Value shall be the lower of the Per Share Market Value calculated on the Optional Prepayment Date and the Per Share Market Value as of the Holder's written demand for conversion, or (y) invalidate ab initio such optional redemptionprepayment, notwithstanding anything herein contained to the contrary. If the Holder elects option (x) above, the Company shall shall, within three (3) five Trading Days after such election is deemed delivered hereunder hereunder, deliver to the Holder the shares of Common Stock issuable upon conversion of the Unpaid Prepayment Principal Amount subject to such conversion demand and otherwise perform its obligations hereunder with respect thereto; or, if . If the Holder elects option (y) above, the Company shall promptly, and in any event not later than three (3) five Trading Days from receipt of notice of such election, return to the Holder new Debentures for the full Unpaid Prepayment Principal AmountAmount and shall no longer have any prepayment rights under this Debenture. If, upon an election under option (x) above, the Company fails to deliver certificates representing the shares of Common Stock issuable upon conversion of the Unpaid Prepayment Principal Amount within the time period set forth in this Section, the Company shall pay to the Holder in cash, as liquidated damages and not as a penalty, $2,500 per day until the Company delivers such Common Stock certificates to the Holder.

Optional Prepayment. (aA) The Company Borrower shall have have, and is hereby granted, the rightoption to prepay its loan obligation and to cause the corresponding optional redemption of the Bonds pursuant to Section 2.4(A) of the Indenture at such times, exercisable at any time upon twenty (20) Trading Days prior in such amounts, and with such premium, if any, for such optional redemption as set forth in the forms of the Bonds, by delivering a written notice to the Holders Trustee in accordance with Section 8.2 hereof, with a copy to the Authority, setting forth the amount to be prepaid, the amount of Bonds requested to be redeemed as a result of such prepayment, and the date on which such Bonds are to be redeemed. Such prepayment must be sufficient to provide monies for the payment of interest and Redemption Price in accordance with the terms of the Debentures Bonds requested to be prepaid redeemed with such prepayment and accompanied by all other amounts then due under the Financing Documents. In the event of any waiver required by holders complete prepayment of senior indebtedness its loan obligation, the Borrower shall, at the time of such prepayment, also pay or provide for the payment of all reasonable or necessary fees and expenses of the Company for such prepayment (Authority, the "Optional Prepayment Notice"), Trustee and the Paying Agent accrued and to prepay, accrue through the final payment of all or any portion of the outstanding principal amount of the Debentures which have not previously been repaid or for which Conversion Notices have not previously been deliveredBonds. The prepayment price applicable to Any such prepayments shall equal be applied to the Optional Prepayment Price (as defined redemption of Bonds in the manner provided in Section 72.4(A) of the Indenture, and credited against payments due hereunder in the same manner. (B) The Borrower shall have, and is hereby granted, the option to prepay its loan obligation in full at any time without premium if any of the following events shall have occurred, as evidenced in each case by the filing with the Trustee of a certificate of an Authorized Representative of the Borrower to the effect that one of such events has occurred and is continuing, and describing the same: (1) Damage or destruction to the Plant or the Project to such extent that in the opinion of the Borrower (expressed in a resolution adopted by the Board of Directors of the Borrower (a "Board Resolution")) and shall of an architect or engineer acceptable to the Borrower (who may be paid in cash. Any such prepayment shall be free an employee of any claim of subordination. The Holders shall have the right to tenderBorrower), both filed with the Authority and the Company shall honorTrustee, Conversion Notices delivered prior (a) the Plant or the Project, as the case may be, cannot be reasonably repaired, rebuilt, or restored within a period of six (6) months to their condition immediately preceding such damage or destruction, or (b) normal operations are thereby prevented from being carried on at the Plant for a period of not less than six (6) months. (2) Loss of title to or use of a substantial part of the Plant or the Project as a result of the exercise of the power of eminent domain which, in the opinion of the Borrower (expressed in a Board Resolution) and of an architect or engineer acceptable to the expiration Borrower (who may be an employee of the twentieth Borrower), both filed with the Authority and the Trustee, prevents or is likely to prevent normal operations from being carried on at the Plant for a period of not less than six (20th6) Trading Day after receipt by months. (3) A substantial part of the Holders Plant or the Project shall become obsolete in the opinion of an Optional Prepayment Notice for such Debentures the Borrower (the 20th Trading Day after receipt by the Holders of an Optional Prepayment Notice is referred to herein as the "Optional Prepayment Date"expressed in a Board Resolution). (b4) If any portion A change in the Constitution of the Optional Prepayment Price State of Connecticut or of the United States of America or legislative or executive action (whether local, state, or federal) or a final decree, judgment or order of any court or administrative body (whether local, state, or federal) that causes this Agreement to become void or unenforceable or impossible of performance in accordance with the intent and purpose of the parties as expressed herein or, imposes unreasonable burdens or excessive liabilities upon the Borrower with respect to the Plant or the Project or the operation thereof. (5) The operation of the Plant or the Project shall have been enjoined or shall otherwise have been prohibited by any order, decree, rule or regulation of any court or of any local, state, or federal regulatory body, administrative agency or other governmental body for a period of not be paid by less than six (6) months. (6) Changes which the Company by Borrower cannot reasonably control in the second economic availability of fuel, materials, supplies, labor, equipment, or other properties or things necessary for the efficient operation of the Plant or the Project shall have occurred which, in the judgment of the Borrower (2nd) Business Day following expressed in a Board Resolution), render the Optional Prepayment Date, continued operation of the Optional Prepayment Price Plant uneconomical. In any such case the final loan payment shall be increased by 15a sum sufficient, together with other funds deposited with Trustee and available for such purpose, to redeem all Bonds then outstanding under the Indenture at the redemption price of 100% per annum (of the principal amount thereof plus accrued interest to the redemption date or dates and all other amounts then due under the Financing Documents, and the Borrower shall also pay or provide for all reasonable or necessary fees and expenses of the Trustee and Paying Agent and the Remarketing Agent accrued and to accrue daily) until paid (which amount through final payment for the Bonds. The Borrower shall be paid as liquidated damages and not as deliver a penalty). In addition, if any portion of the optional Prepayment Price remains unpaid through the expiration of the Optional Prepayment Date, the Holder subject to such prepayment may elect by written notice to the Company Trustee, with a copy to either (x) demand conversion in accordance with the formula and Authority, requesting the time period therefor set forth in Section 4 redemption of the Bonds under the Indenture, which notice shall have attached thereto the applicable certificate of the Authorized Representative of the Borrower. The Borrower's right to so request the redemption of the Bonds upon the occurrence of any portion of the principal amount of Debentures for which the Optional Prepayment Price, plus accrued liquidated damages thereof, has not been paid single event listed in full this Section 8.1(B) shall expire six (the "Unpaid Prepayment Principal Amount"), in which event the applicable Per Share Market Value shall be the lower of the Per Share Market Value calculated on the Optional Prepayment Date and the Per Share Market Value as of the Holder's written demand for conversion, or (y6) invalidate ab initio such optional redemption, notwithstanding anything herein contained to the contrary. If the Holder elects option (x) above, the Company shall within three (3) Trading Days such election is deemed delivered hereunder to the Holder the shares of Common Stock issuable upon conversion of the Unpaid Prepayment Principal Amount subject to such conversion demand and otherwise perform its obligations hereunder with respect thereto; or, if the Holder elects option (y) above, the Company shall promptlymonths, and in any such redemption shall occur within nine (9) months, after such event not later than three (3) Trading Days from receipt of notice of such election, return to the Holder new Debentures for the full Unpaid Prepayment Principal Amount. If, upon an election under option (x) above, the Company fails to deliver the shares of Common Stock issuable upon conversion of the Unpaid Prepayment Principal Amount within the time period set forth in this Section, the Company shall pay to the Holder in cash, as liquidated damages and not as a penalty, $2,500 per day until the Company delivers such Common Stock to the Holderoccurs.

Optional Prepayment. (aA) The Company Borrower shall have have, ------------------- and is hereby granted, the rightoption to prepay its loan obligation and to cause the corresponding optional redemption of the Bonds pursuant to Section 2.4(A) of the Indenture at such times, exercisable at any time upon twenty (20) Trading Days prior in such amounts, and with such premium, if any, for such optional redemption as set forth in the forms of the Bonds, by delivering a written notice to the Holders Trustee in accordance with Section 8.2 hereof, with a copy to the Authority, setting forth the amount to be prepaid, the amount of Bonds requested to be redeemed with the proceeds of such prepayment, and the date on which such Bonds are to be redeemed. Such prepayment must be sufficient to provide monies for the payment of interest and Redemption Price in accordance with the terms of the Debentures Bonds requested to be prepaid redeemed with such prepayment and accompanied by all other amounts then due under the Financing Documents. In the event of any waiver required by holders complete prepayment of senior indebtedness its loan obligation, the Borrower shall, at the time of such prepayment, also pay or provide for the payment of all reasonable or necessary fees and expenses of the Company for such prepayment (Authority, the "Optional Prepayment Notice")Trustee, the Remarketing Agent and the Paying Agent accrued and to prepay, accrue through the final payment of all or any portion of the outstanding principal amount of the Debentures which have not previously been repaid or for which Conversion Notices have not previously been deliveredBonds. The prepayment price applicable to Any such prepayments shall equal be applied to the Optional Prepayment Price (as defined redemption of Bonds in the manner provided in Section 72.4(A) of the Indenture, and credited against payments due hereunder in the same manner. (B) The Borrower shall have, and is hereby granted, the option to prepay its loan obligation in full at any time without premium if any of the following events shall have occurred, as evidenced in each case by the filing with the Trustee of a certificate of an Authorized Representative of the Borrower to the effect that one of such events has occurred and is continuing, and describing the same: (1) The Project shall have been damaged or destroyed to such extent that (a) the Project cannot be reasonably restored within a period of six months from the date of such damage or destruction to the condition thereof immediately preceding such damage or destruction, or (b) the Borrower is thereby prevented or likely to be prevented from carrying on its normal operation of the Project for a period of six months from the date of such damage or destruction. (2) Title to or the temporary use of all or substantially all of the Project shall have been taken or condemned by a competent authority, which taking or condemnation results or is likely to result in the Borrower being thereby prevented or likely to be prevented from carrying on its normal operation of the Project for a period of six months. (3) A change in the Constitution of the State or of the United States of America or legislative or executive action (whether local, state, or federal) or a final decree, judgment or order of any court or administrative body (whether local, state, or federal) that causes this Agreement to become void or unenforceable or impossible of performance in accordance with the intent and purpose of the parties as expressed herein or, imposes unreasonable burdens or excessive liabilities upon the Borrower with respect to the Project or the operation thereof. (4) The operation of any of the Project shall have been enjoined or shall otherwise have been prohibited by any order, decree, rule or regulation of any court or of any local, state, or federal regulatory body, administrative agency or other governmental body for a period of not less than six months. (5) Changes in the economic availability of raw materials, operating supplies or facilities necessary for the operation of the Project or technological or other changes shall have occurred which the Borrower cannot reasonably overcome or control and which in the Borrower's reasonable judgment renders the Project unsuitable or uneconomic for the purposes herein specified or any tax shall be paid levied upon payments due under the Note in cashan amount which the Borrower in its reasonable judgment believes imposes an unreasonable burden upon the Borrower. Any In any such prepayment case the final loan payment shall be free a sum sufficient, together with other funds deposited with Trustee and available for such purpose, to redeem all Bonds then outstanding under the Indenture at the redemption price of any claim 100% of subordination. The Holders shall have the right principal amount thereof plus accrued interest to tenderthe redemption date or dates and all other amounts then due under the Financing Documents, and the Company Borrower shall honor, Conversion Notices delivered prior to the expiration also pay or provide for all reasonable or necessary fees and expenses of the twentieth (20th) Trading Day after receipt by the Holders of an Optional Prepayment Notice for such Debentures (the 20th Trading Day after receipt by the Holders of an Optional Prepayment Notice is referred to herein as the "Optional Prepayment Date"). (b) If any portion of the Optional Prepayment Price shall not be paid by the Company by the second (2nd) Business Day following the Optional Prepayment DateAuthority, the Optional Prepayment Price shall be increased by 15% per annum (Trustee and Paying Agent and the Remarketing Agent accrued and to accrue daily) until paid (which amount through final payment for the Bonds. The Borrower shall be paid as liquidated damages and not as deliver a penalty). In addition, if any portion of the optional Prepayment Price remains unpaid through the expiration of the Optional Prepayment Date, the Holder subject to such prepayment may elect by written notice to the Company Trustee, with a copy to either (x) demand conversion in accordance with the formula and Authority, requesting the time period therefor set forth in Section 4 of any portion redemption of the principal amount of Debentures for Bonds under the Indenture, which the Optional Prepayment Price, plus accrued liquidated damages thereof, has not been paid in full (the "Unpaid Prepayment Principal Amount"), in which event notice shall have attached thereto the applicable Per Share Market Value shall be the lower certificate of the Per Share Market Value calculated on the Optional Prepayment Date and the Per Share Market Value as Authorized Representative of the Holder's written demand for conversion, or (y) invalidate ab initio such optional redemption, notwithstanding anything herein contained to the contrary. If the Holder elects option (x) above, the Company shall within three (3) Trading Days such election is deemed delivered hereunder to the Holder the shares of Common Stock issuable upon conversion of the Unpaid Prepayment Principal Amount subject to such conversion demand and otherwise perform its obligations hereunder with respect thereto; or, if the Holder elects option (y) above, the Company shall promptly, and in any event not later than three (3) Trading Days from receipt of notice of such election, return to the Holder new Debentures for the full Unpaid Prepayment Principal Amount. If, upon an election under option (x) above, the Company fails to deliver the shares of Common Stock issuable upon conversion of the Unpaid Prepayment Principal Amount within the time period set forth in this Section, the Company shall pay to the Holder in cash, as liquidated damages and not as a penalty, $2,500 per day until the Company delivers such Common Stock to the HolderBorrower.

Optional Prepayment. The Borrowers may, at their option, prepay any Loan advanced hereunder in full or in part (a) The Company shall have as well as all interest accrued and unpaid thereon through the right, exercisable at any time upon twenty (20) Trading Days prior written notice to the Holders end of the Debentures to be prepaid and accompanied by related Interest Period) on the last Business Day of any waiver required by holders of senior indebtedness of the Company for such prepayment Interest Period related thereto (the "each an “Optional Prepayment Notice"Date”); provided that the Borrowers deliver a Prepayment Notice to each Lender and the Credit Agent, to prepay, all or any portion of no later than 7:00 p.m. New York City time on a Business Day that is at least two (2) Business Days preceding the outstanding Optional Prepayment Date. Any such partial prepayment shall be in a minimum principal amount of not less than $10,000,000 and in increments of $1,000,000 (or, if less, the Debentures which have not previously been repaid or for which Conversion Notices have not previously been delivered. The prepayment price applicable to such prepayments shall equal the Optional Prepayment Price (as defined in Section 7) and shall be paid in cashOutstanding Aggregate Loan Amount). Any such prepayment shall be free of any claim of subordination. The Holders shall have the right to tender, and the Company shall honor, Conversion Notices delivered prior paid over to the expiration Credit Agent for the account of the twentieth (20th) Trading Day after receipt Lenders by the Holders of an Optional Prepayment Notice for Borrowers by 11:00 a.m. (New York City time) on such Debentures (the 20th Trading Day after receipt by the Holders of an Optional Prepayment Notice is referred to herein as the "Optional Prepayment Date"). (b) If any portion of the Optional Prepayment Price shall not be paid by the Company by the second (2nd) Business Day following the Optional Prepayment Date, the Optional Prepayment Price and shall be increased by 15% per annum in an amount equal to the sum of (to accrue dailya) until paid the Loan amount being prepaid on the date of such prepayment, plus (which amount shall be paid b) all accrued and unpaid interest on such Loan being prepaid as liquidated damages and not as a penalty). In addition, if any portion of the optional Prepayment Price remains unpaid through date of such prepayment, plus (c) the expiration allocable portion (determined by the Credit Agent in its sole reasonable discretion) of all other amounts due from the Borrowers hereunder. The Borrowers may make a partial or full prepayment on any date other than an Optional Prepayment Date; provided that the Borrowers make a timely delivery of a Prepayment Notice, the Holder subject to such prepayment may elect by written notice and in addition to the Company to either amount required under items (x) demand conversion in accordance with the formula and the time period therefor set forth in Section 4 of any portion of the principal amount of Debentures for which the Optional Prepayment Price, plus accrued liquidated damages thereof, has not been paid in full (the "Unpaid Prepayment Principal Amount"a), in which event the applicable Per Share Market Value shall be the lower of the Per Share Market Value calculated on the Optional Prepayment Date (b), and the Per Share Market Value as of the Holder's written demand for conversion, or (y) invalidate ab initio such optional redemption, notwithstanding anything herein contained to the contrary. If the Holder elects option (xc) above, the Company shall within three Borrowers must pay, without duplication, (3x) Trading Days such election is deemed delivered hereunder to the Holder the shares of Common Stock issuable upon conversion of the Unpaid Prepayment Principal Amount subject to such conversion demand and otherwise perform its obligations hereunder with respect thereto; orall Breakage Costs, if any, actually incurred by the Holder elects option Lenders and resulting from such prepayment and (y) aboveall accrued and unpaid interest on such Loan being prepaid following the prepayment. Subject to Section 5.02, in the absence of a timely delivered Prepayment Notice, the Company Lenders shall promptly, automatically and in any event not later than three (3) Trading Days from receipt without further action by the Borrowers continue each Loan at the termination of notice of such election, return to each Interest Period for a successive Interest Period beginning on the Holder new Debentures for day immediately following the full Unpaid Prepayment Principal Amount. If, upon an election under option (x) above, the Company fails to deliver the shares of Common Stock issuable upon conversion final day of the Unpaid Prepayment Principal Amount within the time period set forth in this Section, the Company shall pay to the Holder in cash, as liquidated damages and not as a penalty, $2,500 per day until the Company delivers such Common Stock to the Holderimmediately preceding Interest Period.

Optional Prepayment. (a1) The Subject to the provisions of this Section 2, the Company shall have the right, exercisable at any time upon twenty (20) Trading Days prior written may deliver a notice to the Holders Holder (an “Optional Repayment Notice” and the date such notice is deemed delivered hereunder, the “Optional Repayment Notice Date”) of the Debentures its irrevocable election to be prepaid and accompanied by any waiver required by holders of senior indebtedness of the Company for such prepayment (the "Optional Prepayment Notice"), prepay up to prepay, all or any portion 25% of the outstanding Notes for cash in an amount equal to (1) 115% of the principal amount thereof plus accrued interest to the date of the Debentures which have not previously been repaid repayment if on or for which Conversion Notices have not previously been delivered. The prepayment price applicable to such prepayments shall equal the Optional Prepayment Price (as defined in Section 7) and shall be paid in cash. Any such prepayment shall be free of any claim of subordination. The Holders shall have the right to tender, and the Company shall honor, Conversion Notices delivered prior to the expiration second anniversary of the twentieth Original Issue Date or (20th2) Trading Day 110% of the principal amount thereof plus accrued interest to the date of repayment if after receipt by the Holders second anniversary of an the Original Issue Date (the “Optional Prepayment Notice for such Debentures (Repayment Amount”) on the 20th Trading Day following the Optional Repayment Notice Date (such date, the “Optional Repayment Date” and such repayment, the “Optional Repayment”). The Optional Repayment Amount is payable in full on the Optional Repayment Date. The Company may only effect an Optional Repayment if on each trading day during the period commencing on the Optional Repayment Notice Date through to the Optional Repayment Date and through and including the date payment of the Optional Repayment Amount is actually made, each of the Equity Conditions (other than those described in clause (ix) of the definition thereof) shall have been met. If any of the Equity Conditions (other than those described in clause (ix) of the definition thereof) shall cease to be satisfied at any time during the 20 Trading Day period, then the Holder may elect to nullify the Optional Repayment Notice by notice to the Company within 3 Trading Days after receipt the first day on which any such Equity Condition has not been met (provided that if, by a provision of the Holders Transaction Documents, the Company is obligated to notify the Holder of the non-existence of an Equity Condition, such notice period shall be extended to the third Trading Day after proper notice from the Company) in which case the Optional Prepayment Repayment Notice is referred to herein as shall be null and void, ab initio. The Company covenants and agrees that it will honor all Notices of Conversion tendered from the "time of delivery of the Optional Prepayment Date")Repayment Notice through the date all amounts owing thereon are due and paid in full. (b2) The payment of cash pursuant to an Optional Repayment shall be made on the Optional Repayment Date. If any portion of the payment pursuant to an Optional Prepayment Price Repayment shall not be paid by the Company by the second (2nd) Business Day following applicable due date, interest shall accrue thereon until such amount is paid in full at an interest rate equal to the Optional Prepayment Date, the Optional Prepayment Price shall be increased by 15lesser of 18% per annum (or the maximum rate permitted by applicable law. Notwithstanding anything herein contained to accrue daily) until paid (which amount shall be paid as liquidated damages and not as a penalty). In additionthe contrary, if any portion of the optional Prepayment Price Optional Repayment Amount remains unpaid through the expiration of the Optional Prepayment Dateafter such date, the Holder subject to such prepayment may elect elect, by written notice to the Company given at any time thereafter, to either (x) demand conversion in accordance with the formula and the time period therefor set forth in Section 4 of any portion of the principal amount of Debentures for which the Optional Prepayment Price, plus accrued liquidated damages thereof, has not been paid in full (the "Unpaid Prepayment Principal Amount"), in which event the applicable Per Share Market Value shall be the lower of the Per Share Market Value calculated on the Optional Prepayment Date and the Per Share Market Value as of the Holder's written demand for conversion, or (y) invalidate ab initio such optional redemptionrepayment, notwithstanding anything herein contained and, with respect to the contrary. If Company’s failure to honor the Holder elects option (x) aboveOptional Repayment, the Company shall within three (3) Trading Days have no further right to exercise such election is deemed delivered hereunder Optional Repayment. Notwithstanding anything to the contrary in this Section 2, the Company’s determination to redeem in cash shall be applied ratably among the Holders of Notes. The Holder may elect to convert the shares of Common Stock issuable upon conversion outstanding principal amount of the Unpaid Prepayment Principal Amount subject Note prior to such conversion demand and otherwise perform its obligations hereunder with respect thereto; or, if actual payment in cash for any repayment under this Section 2 by the Holder elects option (y) above, the Company shall promptly, and in any event not later than three (3) Trading Days from receipt delivery of notice a Notice of such election, return Conversion to the Holder new Debentures for the full Unpaid Prepayment Principal Amount. If, upon an election under option (x) above, the Company fails to deliver the shares of Common Stock issuable upon conversion of the Unpaid Prepayment Principal Amount within the time period set forth in this Section, the Company shall pay to the Holder in cash, as liquidated damages and not as a penalty, $2,500 per day until the Company delivers such Common Stock to the HolderCompany.

Optional Prepayment. (a) The Company shall Commencing upon the fourth monthly anniversary of the Original Issue Date, Borrower will have the rightoption of prepaying the outstanding Principal Amount of this Note (“Optional Redemption”), exercisable at in whole or in part, by paying to the Holder a sum of money in cash equal to one hundred and fifteen percent (115%) of the Principal Amount to be redeemed, together with accrued but unpaid interest thereon, if any, and any time upon twenty and all other sums due, accrued or payable to the Holder arising under this Note through the Redemption Payment Date, as defined below (20the “Redemption Amount”). The Borrower’s election to exercise its right to prepay this Note must be by notice in writing (“Notice of Redemption”). The Notice of Redemption shall specify the date for such Optional Redemption (the “Redemption Payment Date”), which date shall be a date certain not sooner than (i) ten (10) Trading Days if the Notice of Redemption is given after the Effective Date (as defined in the Purchase Agreement), or (ii) five (5) Trading Days if such Notice of Redemption is given prior to the Effective Date, in each case, after Holder receives the Notice of Redemption (the “Redemption Period”). A Notice of Redemption, if given, must be given within two Trading Days following thirty (30) consecutive Trading Days during which all of the Equity Conditions have been satisfied each day (other than the Equity Conditions set forth in clause (c) thereunder). A Notice of Redemption shall not be effective with respect to any portion of the Principal Amount for which the Holder has previously delivered an election to convert, nor for conversions initiated or made by the Holder during the Redemption Period. A Notice of Redemption may be given only in connection with an amount of Conversion Shares that would not exceed the Beneficial Ownership Limitation. On the Redemption Payment Date, the Redemption Amount, less any cash portion of the Redemption Amount against which the Holder has permissibly exercised its conversion rights, shall be paid to the Holder in immediately available funds. In the event the Borrower fails to pay the Redemption Amount on the Redemption Payment Date as set forth herein, then (i) such Notice of Redemption will, at the election of the Holder, be null and void, (ii) the Borrower will not have the right to deliver another Notice of Redemption, and (iii) Borrower’s failure may be deemed by Holder to be a non-curable Event of Default. In the event the Equity Conditions cease to be satisfied prior to the payment of the Redemption Amount, the Holder may, upon written notice to the Holders of the Debentures to be prepaid and accompanied by Borrower at any waiver required by holders of senior indebtedness of the Company for such prepayment (the "Optional Prepayment Notice"), to prepay, all or any portion of the outstanding principal amount of the Debentures which have not previously been repaid or for which Conversion Notices have not previously been delivered. The prepayment price applicable to such prepayments shall equal the Optional Prepayment Price (as defined in Section 7) and shall be paid in cash. Any such prepayment shall be free of any claim of subordination. The Holders shall have the right to tender, and the Company shall honor, Conversion Notices delivered time prior to the expiration payment of the twentieth (20th) Trading Day after receipt by Redemption Amount, cancel the Holders Notice of an Optional Prepayment Notice for such Debentures (the 20th Trading Day after receipt by the Holders of an Optional Prepayment Notice is referred to herein as the "Optional Prepayment Date")Redemption. (b) If any portion of the Optional Prepayment Price shall not be paid by the Company by the second (2nd) Business Day following the Optional Prepayment Date, the Optional Prepayment Price shall be increased by 15% per annum (to accrue daily) until paid (which amount shall be paid as liquidated damages and not as a penalty). In addition, if any portion of the optional Prepayment Price remains unpaid through the expiration of the Optional Prepayment Date, the Holder subject to such prepayment may elect by written notice to the Company to either (x) demand conversion in accordance with the formula and the time period therefor set forth in Section 4 of any portion of the principal amount of Debentures for which the Optional Prepayment Price, plus accrued liquidated damages thereof, has not been paid in full (the "Unpaid Prepayment Principal Amount"), in which event the applicable Per Share Market Value shall be the lower of the Per Share Market Value calculated on the Optional Prepayment Date and the Per Share Market Value as of the Holder's written demand for conversion, or (y) invalidate ab initio such optional redemption, notwithstanding anything herein contained to the contrary. If the Holder elects option (x) above, the Company shall within three (3) Trading Days such election is deemed delivered hereunder to the Holder the shares of Common Stock issuable upon conversion of the Unpaid Prepayment Principal Amount subject to such conversion demand and otherwise perform its obligations hereunder with respect thereto; or, if the Holder elects option (y) above, the Company shall promptly, and in any event not later than three (3) Trading Days from receipt of notice of such election, return to the Holder new Debentures for the full Unpaid Prepayment Principal Amount. If, upon an election under option (x) above, the Company fails to deliver the shares of Common Stock issuable upon conversion of the Unpaid Prepayment Principal Amount within the time period set forth in this Section, the Company shall pay to the Holder in cash, as liquidated damages and not as a penalty, $2,500 per day until the Company delivers such Common Stock to the Holder.

Optional Prepayment. (ai) The Company shall have On any Scheduled Payment Date following the right, exercisable at any time upon twenty third (203rd) Trading Days prior written notice to the Holders anniversary of the Debentures to be prepaid and accompanied by any waiver required by holders of senior indebtedness of Closing Date, the Company for such prepayment (the "Optional Prepayment Notice"), to prepay, Issuer may prepay all or any portion of the outstanding Note Outstanding Amount at the Optional Redemption Price. In addition to the Optional Redemption Price, on the Optional Redemption Date, the Issuer will pay the Noteholders any Accrued Interest on the principal subject to redemption. Notwithstanding the foregoing, in the event the Note Outstanding Amount is less than or equal to $10,000,000 and the Issuer wishes to exercise its right to optionally prepay principal pursuant to this Section 3.17(d), the Issuer shall prepay the entire Note Outstanding Amount. (ii) If less than all of the Notes are to be redeemed at the option of the Issuer in connection with an optional prepayment pursuant to this Section 3.17(d), the Notes shall be redeemed on a pro rata basis. (iii) The Issuer shall provide to the Fiscal Agent (if other than the Issuer) and the Collateral Agent a written notice of redemption of any Notes pursuant to this Section 3.17(d), not less than thirty (30) days nor more than seventy-five (75) days prior to the Optional Redemption Date. In case of any redemption at the election of the Issuer of less than all of the Notes such notice shall specify the Note Outstanding Amount of the Notes to be redeemed. (iv) All notices of redemption shall state (a) the Optional Redemption Date, (b) the Optional Redemption Price, (c) that, on the Optional Redemption Date, the Optional Redemption Price shall become due and payable upon each such Note or portion thereof to be redeemed, and, if applicable, that interest thereon shall cease to accrue on and after the Optional Redemption Date, (d) the place or places where each applicable Note is to be surrendered for payment of the Optional Redemption Price together with any unpaid Accrued Interest thereon to the Optional Redemption Date and (e) the CUSIP number or any other numbers used to identify such Notes. All notices shall be deemed to have been given upon the mailing by first class mail, postage prepaid, of such notices to each Noteholder and the Collateral Agent entitled thereto at such Noteholder’s registered address as recorded in the Register and the Collateral Agent’s address as specified in Section 11.01 of this Agreement. (v) On or prior to any Optional Redemption Date, the Issuer shall deposit, with respect to any Notes called for redemption pursuant to this Section, with the relevant Paying Agent an amount of the Debentures which have not previously been repaid or for which Conversion Notices have not previously been delivered. The prepayment price applicable money sufficient to such prepayments shall equal pay the Optional Prepayment Redemption Price of, and (as defined except if the Optional Redemption Date shall be a Scheduled Payment Date, unless otherwise specified in Section 7each Note) any unpaid Accrued Interest to the Optional Redemption Date on all such Notes or portions thereof which are to be redeemed on the Optional Redemption Date. (vi) The Notes to be redeemed shall, on the Optional Redemption Date, become due and payable at the Optional Redemption Price together with any unpaid Accrued Interest to the Optional Redemption Date on such Notes, and from and after such date (unless the Issuer shall default in the payment of the Optional Redemption Price and any unpaid Accrued Interest on such Notes to the Optional Redemption Date) such Notes shall cease to bear interest. Upon surrender of any Note for redemption, such Note shall be paid in cash. Any such prepayment shall be free of by the Issuer at the Optional Redemption Price, together with any claim of subordination. The Holders shall have the right to tender, and the Company shall honor, Conversion Notices delivered prior unpaid Accrued Interest thereon to the expiration of the twentieth (20th) Trading Day after receipt by the Holders of an Optional Prepayment Notice for such Debentures (the 20th Trading Day after receipt by the Holders of an Optional Prepayment Notice is referred to herein as the "Optional Prepayment Redemption Date"). (bvii) If any Note called for redemption shall not be so paid upon surrender of the applicable Note for redemption, the Optional Redemption Price, until paid, shall bear interest from the Optional Redemption Date at the rate specified in such Note plus the Default Rate. Upon surrender of any Note for partial redemption, the Issuer shall execute and the Fiscal Agent shall authenticate and deliver one or more new Notes of any authorized denomination representing an aggregate principal amount equal to the unredeemed portion of the applicable Note or Notes. For the avoidance of doubt, if the Issuer shall fail to pay any portion of the Optional Prepayment Redemption Price shall not be paid by the Company by the second (2nd) Business Day following the Optional Prepayment Datecalled for redemption pursuant to this Section 3.17(d), the Optional Prepayment Price Issuer shall be increased by 15% per annum (required to accrue dailyprovide a new notice pursuant to Section 3.17(d)(iii) until paid (which amount shall be paid as liquidated damages and not as a penalty). In addition, if any portion of in order to effect the optional Prepayment Price remains unpaid through the expiration prepayment of the Optional Prepayment Date, the Holder subject such amount it failed to such prepayment may elect by written notice to the Company to either (x) demand conversion pay in accordance with the formula and the time period therefor set forth in Section 4 of any portion of the principal amount of Debentures for which the Optional Prepayment Price, plus accrued liquidated damages thereof, has not been paid in full (the "Unpaid Prepayment Principal Amount"), in which event the applicable Per Share Market Value shall be the lower of the Per Share Market Value calculated on the Optional Prepayment Date and the Per Share Market Value as of the Holder's written demand for conversion, or (y) invalidate ab initio such optional redemption, notwithstanding anything herein contained to the contrary. If the Holder elects option (x) above, the Company shall within three (3) Trading Days such election is deemed delivered hereunder to the Holder the shares of Common Stock issuable upon conversion of the Unpaid Prepayment Principal Amount subject to such conversion demand and otherwise perform its obligations hereunder with respect thereto; or, if the Holder elects option (y) above, the Company shall promptly, and in any event not later than three (3) Trading Days from receipt of notice of such election, return to the Holder new Debentures for the full Unpaid Prepayment Principal Amount. If, upon an election under option (x) above, the Company fails to deliver the shares of Common Stock issuable upon conversion of the Unpaid Prepayment Principal Amount within the time period set forth in this Section, the Company shall pay to the Holder in cash, as liquidated damages and not as a penalty, $2,500 per day until the Company delivers such Common Stock to the Holderoriginal notice.

Optional Prepayment. (a) The Company shall have the rightright to prepay, exercisable at any time upon twenty (20) Trading Days days prior written notice to the Holders of the Debentures to be prepaid and accompanied by any waiver required by holders of senior indebtedness of the Company for such prepayment so that such prepayment shall be free and clear of any claims of subordination (the "Optional Prepayment Notice"), to prepayfrom funds legally available therefor at the time of such prepayment, all or any portion of the outstanding principal amount of the Debentures which have not previously been repaid or for which Conversion Notices have not previously been delivered. The prepayment delivered hereunder, at a price applicable equal to such prepayments shall equal the Optional Prepayment Price (as defined in Section 7) and shall be paid in cashbelow). Any such prepayment by the Company shall be in cash and shall be free of any claim of subordination. The Holders shall have the right to tender, and the Company shall honor, Conversion Notices delivered prior to the expiration of the twentieth thirtieth (20th30th) Trading Day after receipt by the Holders of an Optional Prepayment Notice for such Debentures (the 20th Trading Day after receipt by the Holders of an Optional Prepayment Notice is referred to herein as such date, the "Optional Prepayment Date"). (b) If any portion of the Optional Prepayment Price shall not be paid by the Company by the second (2nd) Business Day following the Optional Prepayment Date, the Optional Prepayment Price shall be increased by 15% per annum (to accrue daily) until paid (which amount shall be paid as liquidated damages and not as a penalty). In addition, if any portion of the optional Prepayment Price remains unpaid through the expiration of the Optional Prepayment Date, the Holder subject to such prepayment may elect by written notice to the Company to either (xi) demand conversion in accordance with the formula and the time period therefor set forth in Section 4 5 of any portion of the principal amount of Debentures for which the Optional Prepayment Price, plus accrued liquidated damages thereof, has not been paid in full (the "Unpaid Prepayment Principal Amount"), in which event the applicable Per Share Market Value shall be the lower of the Per Share Market Value calculated on the Optional Prepayment Date and the Per Share Market Value as of the Holder's written demand for conversion, or (yii) invalidate ab initio such optional redemption, notwithstanding anything herein contained to the contrary. If the Holder elects option (xi) above, the Company shall within three (3) Trading Days such election is deemed delivered hereunder to the Holder the shares of Common Stock issuable upon conversion of the Unpaid Prepayment Principal Amount subject to such conversion demand and otherwise perform its obligations hereunder with respect thereto; or, if the Holder elects option (yii) above, the Company shall promptly, and in any event not later than three (3) Trading Days from receipt of notice of such election, return to the Holder new Debentures for the full Unpaid Prepayment Principal Amount. If, upon an election under option (xi) above, the Company fails to deliver the shares of Common Stock issuable upon conversion of the Unpaid Prepayment Principal Amount within the time period set forth in this Section, the Company shall pay to the Holder in cash, as liquidated damages and not as a penalty, $2,500 1,500 per day until the Company delivers such Common Stock to the Holder.

Optional Prepayment. (aA) The Company Borrower shall have have, and is hereby granted, the right, exercisable option to prepay its loan obligation at any time, and from time upon twenty (20to time, on or after December 15, 2008 and to cause the corresponding optional redemption of the Bonds pursuant to Section 2.4(A) Trading Days prior of the Indenture at such times, in such amounts, and with such premium, if any, for such optional redemption as set forth in the form of the Bond, by delivering a written notice to the Holders Trustee in accordance with Section 8.2 hereof, with a copy to the Authority, setting forth the amount to be prepaid, the amount of Bonds requested to be redeemed with the proceeds of such prepayment, and the date on which such Bonds are to be redeemed. Such prepayment must be sufficient to provide monies for the payment of interest and Redemption Price in accordance with the terms of the Debentures Bonds requested to be prepaid redeemed with such prepayment and accompanied by all other amounts then due under the Financing Documents. In the event of any waiver required by holders complete prepayment of senior indebtedness its loan obligation, the Borrower shall, at the time of such prepayment, also pay or provide for the payment of all reasonable or necessary fees and expenses of the Company for such prepayment (Authority, the "Optional Prepayment Notice"), Trustee and the Paying Agent accrued and to prepay, accrue through the final payment of all or any portion of the outstanding principal amount of the Debentures which have not previously been repaid or for which Conversion Notices have not previously been deliveredBonds. The prepayment price applicable to Any such prepayments shall equal be applied to the Optional Prepayment Price (as defined redemption of Bonds in the manner provided in Section 76.2 of the Indenture, and credited against payments due hereunder in the same manner. (B) The Borrower shall have, and is hereby granted, the option to prepay its loan obligation in full at any time without premium if any of the following events shall have occurred, as evidenced in each case by the filing with the Trustee of a certificate of an Authorized Representative of the Borrower to the effect that one of such events has occurred and is continuing, and describing the same: (1) The Project shall have been damaged or destroyed to such extent that (a) the Project cannot be reasonably restored within a period of six (6) months from the date of such damage or destruction to the condition thereof immediately preceding such damage or destruction, or (b) the Borrower is thereby prevented or likely to be prevented from carrying on its normal operation of the Project for a period of six (6) months from the date of such damage or destruction. (2) Title to or the temporary use of all or substantially all of the Project shall have been taken or condemned by a competent authority, which taking or condemnation results or is likely to result in the Borrower being thereby prevented or likely to be prevented from carrying on its normal operation of the Project for a period of six (6) months. (3) A change in the Constitution of the State or of the United States of America or legislative or executive action (whether local, state, or federal) or a final decree, judgment or order of any court or administrative body (whether local, state, or federal) that causes this Agreement to become void or unenforceable or impossible of performance in accordance with the intent and purpose of the parties as expressed herein or, imposes unreasonable burdens or excessive liabilities upon the Borrower with respect to the Project or the operation thereof. (4) The operation of any of the Project shall have been enjoined or shall otherwise have been prohibited by any order, decree, rule or regulation of any court or of any local, state, or federal regulatory body, administrative agency or other governmental body for a period of not less than six months. (5) Changes in the economic availability of raw materials, operating supplies or facilities necessary for the operation of the Project or technological or other changes shall have occurred which the Borrower cannot reasonably overcome or control and which in the Borrower's reasonable judgment renders the Project unsuitable or uneconomic for the purposes herein specified or any tax shall be paid levied upon payments due under the Note in cashan amount which the Borrower in its reasonable judgment believes imposes an unreasonable burden upon the Borrower. Any In any such prepayment case the final loan payment shall be free a sum sufficient, together with other funds deposited with Trustee and available for such purpose, to redeem all Bonds then Outstanding under the Indenture at the redemption price of any claim 100% of subordination. The Holders shall have the right principal amount thereof plus accrued interest to tenderthe redemption date and all other amounts then due under the Financing Documents, and the Company Borrower shall honor, Conversion Notices delivered prior to the expiration also pay or provide for all reasonable or necessary fees and expenses of the twentieth (20th) Trading Day after receipt by the Holders of an Optional Prepayment Notice for such Debentures (the 20th Trading Day after receipt by the Holders of an Optional Prepayment Notice is referred to herein as the "Optional Prepayment Date"). (b) If any portion of the Optional Prepayment Price shall not be paid by the Company by the second (2nd) Business Day following the Optional Prepayment DateAuthority, the Optional Prepayment Price shall be increased by 15% per annum (Trustee and Paying Agent accrued and to accrue daily) until paid (which amount through final payment for the Bonds. The Borrower shall be paid as liquidated damages and not as deliver a penalty). In addition, if any portion of the optional Prepayment Price remains unpaid through the expiration of the Optional Prepayment Date, the Holder subject to such prepayment may elect by written notice to the Company Trustee, with a copy to either (x) demand conversion in accordance with the formula and Authority, requesting the time period therefor set forth in Section 4 of any portion redemption of the principal amount of Debentures for Bonds under the Indenture, which the Optional Prepayment Price, plus accrued liquidated damages thereof, has not been paid in full (the "Unpaid Prepayment Principal Amount"), in which event notice shall have attached thereto the applicable Per Share Market Value shall be the lower certificate of the Per Share Market Value calculated on the Optional Prepayment Date and the Per Share Market Value as Authorized Representative of the Holder's written demand for conversion, or (y) invalidate ab initio such optional redemption, notwithstanding anything herein contained to the contrary. If the Holder elects option (x) above, the Company shall within three (3) Trading Days such election is deemed delivered hereunder to the Holder the shares of Common Stock issuable upon conversion of the Unpaid Prepayment Principal Amount subject to such conversion demand and otherwise perform its obligations hereunder with respect thereto; or, if the Holder elects option (y) above, the Company shall promptly, and in any event not later than three (3) Trading Days from receipt of notice of such election, return to the Holder new Debentures for the full Unpaid Prepayment Principal Amount. If, upon an election under option (x) above, the Company fails to deliver the shares of Common Stock issuable upon conversion of the Unpaid Prepayment Principal Amount within the time period set forth in this Section, the Company shall pay to the Holder in cash, as liquidated damages and not as a penalty, $2,500 per day until the Company delivers such Common Stock to the HolderBorrower.

Optional Prepayment. (a) The Company Borrower shall have no right to prepay all or any part of the right, exercisable at any time upon twenty (20) Trading Days prior written notice principal of or interest on the Loan except as expressly provided in this Agreement. Subject to the Holders terms and conditions of the Debentures to be prepaid Loan Documents and accompanied by any waiver required by holders of senior indebtedness payment of the Company for such prepayment premium set forth below (the "Optional Prepayment NoticePremium"), to prepay, all or any portion of the outstanding principal amount of the Debentures which have not previously been repaid or for which Conversion Notices have not previously been delivered. The prepayment price applicable to such prepayments shall equal the Optional Prepayment Price (as defined in Section 7) and shall be paid in cash. Any such prepayment shall be free of any claim of subordination. The Holders all accrued interest thereon and other sums due under the Loan, if any, Borrower shall have the right to tender, and the Company shall honor, Conversion Notices delivered prior to the expiration prepay all or any part of the twentieth outstanding principal balance of the Loan for the periods beginning on the second anniversary of the Effective Date as shown below. The Prepayment Premium for each such period shall be as follows: Prepayment Premium (20thas a percentage of principal Year being prepaid) Trading Day after receipt Beginning the 2nd anniversary of the Effective Date 3% Beginning the 3rd anniversary of the Effective Date 2% Beginning the 4th anniversary of the Effective Date Beginning the 5th anniversary of the Effective Date and thereafter 0% Prepayments may be made on a Payment Date upon the giving of not less than twenty (20) days prior written notice to Lender. Lender shall not be obligated to accept any prepayment unless accompanied by the Holders applicable Prepayment Premium, if any. Except as expressly set forth therein, no Prepayment Premium shall be required with respect to prepayments of the Loan made pursuant to any other provisions of this Agreement provided however that Lender shall be entitled to receive the applicable Prepayment Premium (if any) set forth above upon acceleration of the Loan upon an Optional Prepayment Notice for such Debentures (Event of Default pursuant to Section 7.2. Borrower shall not be entitled to release one or more Individual Properties in connection with any optional partial prepayment of the 20th Trading Day after receipt by the Holders of an Optional Prepayment Notice is referred Loan pursuant to herein as the "Optional Prepayment Date")this section. (b) If At any portion time after the date hereof until the Maturity Date, prior to seeking any financing and any commitment for financing from a third party relating to the refinancing of the Optional Prepayment Price Loan, Borrower shall not be paid by the Company by the second (2nd) Business Day following the Optional Prepayment Date, the Optional Prepayment Price shall be increased by 15% per annum (to accrue daily) until paid (which amount shall be paid as liquidated damages and not as a penalty). In addition, if any portion first notify Lender in writing of the optional Prepayment Price remains unpaid through the expiration of the Optional Prepayment Date, the Holder subject to such prepayment may elect by written notice to the Company to either (x) demand conversion in accordance with the formula and the time period therefor set forth in Section 4 of any portion of the principal amount of Debentures for which the Optional Prepayment Price, plus accrued liquidated damages thereof, has not been paid in full (the "Unpaid Prepayment Principal Amount"), in which event the applicable Per Share Market Value shall be the lower of the Per Share Market Value calculated on the Optional Prepayment Date and the Per Share Market Value as of the Holder's written demand for conversion, or (y) invalidate ab initio such optional redemption, notwithstanding anything herein contained to the contrary. If the Holder elects option (x) above, the Company shall within three (3) Trading Days such election is deemed delivered hereunder to the Holder the shares of Common Stock issuable upon conversion of the Unpaid Prepayment Principal Amount subject to such conversion demand and otherwise perform its obligations hereunder with respect thereto; or, if the Holder elects option (y) above, the Company shall promptly, and in any event not later than three (3) Trading Days from receipt of notice of such election, return to the Holder new Debentures for the full Unpaid Prepayment Principal Amount. If, upon an election under option (x) above, the Company fails to deliver the shares of Common Stock issuable upon conversion of the Unpaid Prepayment Principal Amount within the time period set forth in this Section, the Company shall pay to the Holder in cash, as liquidated damages and not as a penalty, $2,500 per day until the Company delivers such Common Stock to the Holder.intention to

Optional Prepayment. The Borrowers may, at their option, prepay any Loan advanced hereunder in full or in part (a) The Company shall have as well as all interest accrued and unpaid thereon through the right, exercisable at any time upon twenty (20) Trading Days prior written notice to the Holders end of the Debentures to be prepaid and accompanied by related Interest Period) on the last Business Day of any waiver required by holders of senior indebtedness of the Company for such prepayment Interest Period related thereto (the "each an “Optional Prepayment Notice"Date”); provided that the Borrowers deliver a Prepayment Notice to each Lender and the Lender Agent, to prepay, all or any portion of no later than 7:00 p.m. New York City time on a Business Day that is at least two (2) Business Days preceding the outstanding Optional Prepayment Date. Any such partial prepayment shall be in a minimum principal amount of not less than $10,000,000 and in increments of $1,000,000 (or, if less, the Debentures which have not previously been repaid or for which Conversion Notices have not previously been delivered. The prepayment price applicable to such prepayments shall equal the Optional Prepayment Price (as defined in Section 7) and shall be paid in cashOutstanding Aggregate Loan Amount). Any such prepayment shall be free of any claim of subordination. The Holders shall have the right to tender, and the Company shall honor, Conversion Notices delivered prior paid over to the expiration Lender Agent for the account of the twentieth (20th) Trading Day after receipt Lenders by the Holders of an Optional Prepayment Notice for Borrowers by 11:00 a.m. (New York City time) on such Debentures (the 20th Trading Day after receipt by the Holders of an Optional Prepayment Notice is referred to herein as the "Optional Prepayment Date"). (b) If any portion of the Optional Prepayment Price shall not be paid by the Company by the second (2nd) Business Day following the Optional Prepayment Date, the Optional Prepayment Price and shall be increased by 15% per annum in an amount equal to the sum of (to accrue dailya) until paid the Loan amount being prepaid on the date of such prepayment, plus (which amount shall be paid b) all accrued and unpaid interest on such Loan being prepaid as liquidated damages and not as a penalty). In addition, if any portion of the optional Prepayment Price remains unpaid through date of such prepayment, plus (c) the expiration allocable portion (determined by the Lender Agent in its sole reasonable discretion) of all other amounts due from the Borrowers hereunder. The Borrowers may make a partial or full prepayment on any date other than an Optional Prepayment Date; provided that the Borrowers make a timely delivery of a Prepayment Notice, the Holder subject to such prepayment may elect by written notice and in addition to the Company to either amount required under items (x) demand conversion in accordance with the formula and the time period therefor set forth in Section 4 of any portion of the principal amount of Debentures for which the Optional Prepayment Price, plus accrued liquidated damages thereof, has not been paid in full (the "Unpaid Prepayment Principal Amount"a), in which event the applicable Per Share Market Value shall be the lower of the Per Share Market Value calculated on the Optional Prepayment Date (b), and the Per Share Market Value as of the Holder's written demand for conversion, or (y) invalidate ab initio such optional redemption, notwithstanding anything herein contained to the contrary. If the Holder elects option (xc) above, the Company shall within three Borrowers must pay, without duplication, (3x) Trading Days such election is deemed delivered hereunder to the Holder the shares of Common Stock issuable upon conversion of the Unpaid Prepayment Principal Amount subject to such conversion demand and otherwise perform its obligations hereunder with respect thereto; orall Breakage Costs, if any, actually incurred by the Holder elects option Lenders and resulting from such prepayment and (y) aboveall accrued and unpaid interest on such Loan being prepaid following the prepayment. Subject to Section 5.02, in the absence of a timely delivered Prepayment Notice, the Company Lenders shall promptly, automatically and in any event not later than three (3) Trading Days from receipt without further action by the Borrowers continue each Loan at the termination of notice of such election, return to each Interest Period for a successive Interest Period beginning on the Holder new Debentures for day immediately following the full Unpaid Prepayment Principal Amount. If, upon an election under option (x) above, the Company fails to deliver the shares of Common Stock issuable upon conversion final day of the Unpaid Prepayment Principal Amount within the time period set forth in this Section, the Company shall pay to the Holder in cash, as liquidated damages and not as a penalty, $2,500 per day until the Company delivers such Common Stock to the Holderimmediately preceding Interest Period.

Optional Prepayment. (a) The Company shall have the rightCompany, exercisable at any time upon twenty (20) Trading Days prior written notice to the Holders of the Debentures to be prepaid and accompanied by any waiver required by holders of senior indebtedness of the Company for such prepayment (the "Optional Prepayment Notice")its option, to prepay, all may prepay in whole or any portion of the outstanding principal amount of the Debentures which have not previously been repaid or for which Conversion Notices have not previously been delivered. The prepayment price applicable to such prepayments shall equal the Optional Prepayment Price (as defined in Section 7) and shall be paid in cash. Any such prepayment shall be free of any claim of subordination. The Holders shall have the right to tender, and the Company shall honor, Conversion Notices delivered prior to the expiration of the twentieth (20th) Trading Day after receipt by the Holders of an Optional Prepayment Notice for such Debentures (the 20th Trading Day after receipt by the Holders of an Optional Prepayment Notice is referred to herein as the "Optional Prepayment Date"). (b) If any portion of the Optional Prepayment Price shall not be paid by the Company by the second (2nd) Business Day following the Optional Prepayment Date, the Optional Prepayment Price shall be increased by 15% per annum (to accrue daily) until paid (which amount shall be paid as liquidated damages and not as a penalty). In addition, if any portion of the optional Prepayment Price remains unpaid through the expiration of the Optional Prepayment Date, the Holder subject to such prepayment may elect by written notice to the Company to either (x) demand conversion in accordance with the formula and the time period therefor set forth in Section 4 of any portion of part the principal amount of Debentures for which the Optional Prepayment Pricethis Note at any time; provided, plus accrued liquidated damages thereofhowever that if any such prepayment occurs (a) on or before January [20] [22], has not been paid in full 2011 (the "Unpaid Prepayment Principal Amount"), in which event the applicable Per Share Market Value shall be the lower of the Per Share Market Value calculated on the Optional “Anniversary Date”) and such Prepayment Date and is not the Per Share Market Value as of the Holder's written demand for conversion, or (y) invalidate ab initio such optional redemption, notwithstanding anything herein contained to the contrary. If the Holder elects option (x) above, the Company shall within three (3) Trading Days such election is deemed delivered hereunder to the Holder the shares of Common Stock issuable upon conversion of the Unpaid Prepayment Principal Amount subject to such conversion demand and otherwise perform its obligations hereunder with respect thereto; or, if the Holder elects option (y) above, the Company shall promptly, and in any event not later than three (3) Trading Days from receipt of notice of such election, return to the Holder new Debentures for the full Unpaid Prepayment Principal Amount. If, upon an election under option (x) above, the Company fails to deliver the shares of Common Stock issuable upon conversion of the Unpaid Prepayment Principal Amount within the time period set forth in this SectionMaturity Date, the Company shall pay to Holder an additional amount equal to the amount of interest that would have accrued on such prepaid amount from and after such Prepayment Date through the Anniversary Date or (b) on any date after the Anniversary Date but prior to the Maturity Date, the Company shall pay to Holder an additional amount equal to 2% of such prepaid amount (the amounts described in the preceding clauses (a) and (b) constituting “Prepayment Premium”). The Company shall give Holder not less than 10 days written notice prior to any pre-payment of this Note (the “Prepayment Notice”). The Prepayment Notice shall specify the date upon (“Prepayment Date”) and the place at which, payment may be obtained and shall call upon the Holder in cash, as liquidated damages and not as a penalty, $2,500 per day until to surrender this Note to the Company delivers such Common Stock in the manner and at the place designated. On the Prepayment Date, the Holder shall surrender this Note to the HolderCompany in the manner and at the place designated in the Prepayment Notice, and thereupon prepayment shall be made to Holder and this Note shall be cancelled. In the event that less than all the principal amount of this Note is prepaid, upon surrender of this Note to the Company, the Company shall execute and deliver to Holder a new note or notes in principal amount equal to the unpaid principal amount of this Note. The Company shall, at the time of any such prepayment, pay to the holder of this Note all interest accrued and unpaid to the Prepayment Date plus any applicable Prepayment Premium.

Optional Prepayment. (aA) The Company Borrower shall have have, and is hereby granted, the rightoption to prepay its loan obligation and to cause the corresponding optional redemption of the Bonds pursuant to Section 2.4(A) of the Indenture at such times, exercisable at any time upon twenty (20) Trading Days prior in such amounts, and with such premium, if any, for such optional redemption as set forth in the form of the Bond, by delivering a written notice to the Holders Trustee in accordance with Section 8.2 hereof, with a copy to the Authority, setting forth the amount to be prepaid, the amount of Bonds requested to be redeemed with the proceeds of such prepayment, and the date on which such Bonds are to be redeemed. Such prepayment must be sufficient to provide monies for the payment of interest and Redemption Price in accordance with the terms of the Debentures Bonds requested to be prepaid redeemed with such prepayment and accompanied by all other amounts then due under the Agreement, Note and Tax Regulatory Agreement. In the event of any waiver required by holders complete prepayment of senior indebtedness its loan obligation, the Borrower shall, at the time of such prepayment, also pay or provide for the payment of all reasonable or necessary fees and expenses of the Company for such prepayment (Authority, the "Optional Prepayment Notice"), Trustee and the Paying Agent accrued and to prepay, accrue through the final payment of all or any portion of the outstanding principal amount of the Debentures which have not previously been repaid or for which Conversion Notices have not previously been deliveredBonds. The prepayment price applicable to Any such prepayments shall equal be applied to the Optional Prepayment Price (as defined redemption of Bonds in the manner provided in Section 76.5 of -36- 38 the Indenture, and credited against payments due hereunder in the same manner. (B) The Borrower shall have, and is hereby granted, the option to prepay its loan obligation in full at any time without premium if any of the following events shall have occurred, as evidenced in each case by the filing with the Trustee of a certificate of an Authorized Representative of the Borrower to the effect that one of such events has occurred and is continuing, and describing the same: (1) The Project shall have been damaged or destroyed to such extent that (a) the Project cannot be reasonably restored within a period of six months from the date of such damage or destruction to the condition thereof immediately preceding such damage or destruction, or (b) the Borrower is thereby prevented or likely to be prevented from carrying on its normal operation of the Project for a period of six months from the date of such damage or destruction. (2) Title to or the temporary use of all or substantially all of the Project shall have been taken or condemned by a competent authority, which taking or condemnation results or is likely to result in the Borrower being thereby prevented or likely to be prevented from carrying on its normal operation of the Project for a period of six months. (3) A change in the Constitution of the State or of the United States of America or legislative or executive action (whether local, state, or federal) or a final decree, judgment or order of any court or administrative body (whether local, state, or federal) that causes this Agreement to become void or unenforceable or impossible of performance in accordance with the intent and purpose of the parties as expressed herein or, imposes unreasonable burdens or excessive liabilities upon the Borrower with respect to the Project or the operation thereof. (4) The operation of any of the Project shall have been enjoined or shall otherwise have been prohibited by any order, decree, rule or regulation of any court or of (5) Changes in the economic availability of raw materials, operating supplies or facilities necessary for the operation of the Project or technological or other changes shall have occurred which the Borrower cannot reasonably overcome or control and which in the Borrower's reasonable judgment renders the Project unsuitable or uneconomic for the purposes herein specified or any tax shall be paid levied upon payments due under the Note in cashan amount which the Borrower in its reasonable judgment believes imposes an unreasonable burden upon the Borrower. Any In any such prepayment case, the final loan payment shall be free a sum sufficient, together with other funds deposited with the Trustee and available for such purpose, to redeem all Bonds then outstanding under the Indenture at the redemption price of any claim 100% of subordination. The Holders shall have the right principal amount thereof plus accrued interest to tenderthe redemption date or dates and all other amounts then due under the Agreement, Note and Tax Regulatory Agreement, and the Company Borrower shall honor, Conversion Notices delivered prior to the expiration also pay or provide for all reasonable or necessary fees and expenses of the twentieth (20th) Trading Day after receipt by the Holders of an Optional Prepayment Notice for such Debentures (the 20th Trading Day after receipt by the Holders of an Optional Prepayment Notice is referred to herein as the "Optional Prepayment Date"). (b) If any portion of the Optional Prepayment Price shall not be paid by the Company by the second (2nd) Business Day following the Optional Prepayment DateAuthority, the Optional Prepayment Price shall be increased by 15% per annum (Trustee and Paying Agent accrued and to accrue daily) until paid (which amount through final payment for the Bonds. The Borrower shall be paid as liquidated damages and not as deliver a penalty). In addition, if any portion of the optional Prepayment Price remains unpaid through the expiration of the Optional Prepayment Date, the Holder subject to such prepayment may elect by written notice to the Company Trustee, with a copy to either (x) demand conversion in accordance with the formula and Authority, requesting the time period therefor set forth in Section 4 of any portion redemption of the principal amount of Debentures for Bonds under the Indenture, which the Optional Prepayment Price, plus accrued liquidated damages thereof, has not been paid in full (the "Unpaid Prepayment Principal Amount"), in which event notice shall have attached thereto the applicable Per Share Market Value shall be the lower certificate of the Per Share Market Value calculated on the Optional Prepayment Date and the Per Share Market Value as Authorized Representative of the Holder's written demand for conversion, or (y) invalidate ab initio such optional redemption, notwithstanding anything herein contained to the contrary. If the Holder elects option (x) above, the Company shall within three (3) Trading Days such election is deemed delivered hereunder to the Holder the shares of Common Stock issuable upon conversion of the Unpaid Prepayment Principal Amount subject to such conversion demand and otherwise perform its obligations hereunder with respect thereto; or, if the Holder elects option (y) above, the Company shall promptly, and in any event not later than three (3) Trading Days from receipt of notice of such election, return to the Holder new Debentures for the full Unpaid Prepayment Principal Amount. If, upon an election under option (x) above, the Company fails to deliver the shares of Common Stock issuable upon conversion of the Unpaid Prepayment Principal Amount within the time period set forth in this Section, the Company shall pay to the Holder in cash, as liquidated damages and not as a penalty, $2,500 per day until the Company delivers such Common Stock to the HolderBorrower.

Optional Prepayment. The Borrower may prepay the outstanding principal amount (together with accrued Interest) on the Notes as follows: (a) The Company shall have the rightBorrower may, exercisable at their option, at any time upon twenty (20) Trading Days prior written notice given to the Holders of the Debentures to be prepaid and accompanied by any waiver required by holders of senior indebtedness of the Company for such prepayment (the "Optional Prepayment Notice"Agent as provided in Section 10.01(b), unless otherwise agreed to prepayby the Required Lenders, prepay all or any portion of the outstanding principal amount of the Debentures which have not previously been repaid or for which Conversion Notices have not previously been delivered. The prepayment price applicable to such prepayments shall equal the Optional Prepayment Price (as defined in Section 7) and shall be paid in cash. Any such prepayment shall be free of any claim of subordination. The Holders shall have the right to tender, and the Company shall honor, Conversion Notices delivered prior to the expiration of the twentieth (20th) Trading Day after receipt by the Holders of an Optional Prepayment Notice for such Debentures (the 20th Trading Day after receipt by the Holders of an Optional Prepayment Notice is referred to herein as the "Optional Prepayment Date"). (b) If any portion of the Optional Prepayment Price shall not be paid by the Company by the second (2nd) Business Day following the Optional Prepayment Date, the Optional Prepayment Price shall be increased by 15% per annum (to accrue daily) until paid (which amount shall be paid as liquidated damages and not as a penalty). In addition, if any portion of the optional Prepayment Price remains unpaid through the expiration of the Optional Prepayment Date, the Holder subject to such prepayment may elect by written notice to the Company to either (x) demand conversion in accordance with the formula and the time period therefor set forth in Section 4 of any portion of the principal amount of Debentures any of the Notes, by payment to the Lenders, of an amount equal to the redemption prices (the “Optional Redemption Prices”) set forth below (expressed as a percentage of the outstanding principal amount being prepaid, from time to time) together with Interest accrued and unpaid on the principal amount of the Notes so prepaid through the date fixed for which such prepayment, and reasonable out-of-pocket costs and expenses (including reasonable fees, charges and disbursements of counsel), if any, associated with such prepayment; provided, however, that each payment of less than the full outstanding balance of the principal amount of the Notes shall be in an aggregate amount of not less than $250,000 or integral multiples of $100,000 in excess thereof. If such prepayment is to be made by the Credit Parties to the Lenders during any Loan Year set forth below, the Optional Prepayment PriceRedemption Price shall be determined based upon the percentage indicated below for such Loan Year multiplied by the principal amount which is being prepaid: (b) The Borrower shall give written notice of prepayment of the Notes pursuant to this Section 10.01 not less than 10 nor more than 60 days prior to the date fixed for such prepayment. Such notice of prepayment pursuant to this Section 10.01 shall be given in the manner specified in Section 12.02 of this Agreement. Upon notice of prepayment pursuant to this Section 10.01 being given by the Borrower, plus accrued liquidated damages thereofthe Borrower covenant and agree that they will prepay, has not been paid in full (on the "Unpaid Prepayment Principal Amount")date therein fixed for prepayment, in which event the Notes or the portion thereof so called for prepayment, at the applicable Per Share Market Value Optional Redemption Price set forth above with respect to the principal amount or the portion thereof so called for prepayment, together with Interest accrued and unpaid thereon to the date fixed for such prepayment, and the costs and expenses referred to in Section 10.01(a). (c) Any optional prepayment under this Section 10.01 shall include payment of accrued Interest on the principal amount of the Notes so prepaid and shall be the lower applied first to all costs, expenses and indemnities payable under this Agreement, then to payment of the Per Share Market Value calculated on the Optional Prepayment Date default interest, if any, then to accrued but unpaid Interest, if any, and the Per Share Market Value as of the Holder's written demand for conversion, or (y) invalidate ab initio such optional redemption, notwithstanding anything herein contained thereafter to the contrary. If the Holder elects option (x) above, the Company shall within three (3) Trading Days such election is deemed delivered hereunder to the Holder the shares of Common Stock issuable upon conversion of the Unpaid Prepayment Principal Amount subject to such conversion demand and otherwise perform its obligations hereunder with respect thereto; or, if the Holder elects option (y) above, the Company shall promptly, and in any event not later than three (3) Trading Days from receipt of notice of such election, return to the Holder new Debentures for the full Unpaid Prepayment Principal Amount. If, upon an election under option (x) above, the Company fails to deliver the shares of Common Stock issuable upon conversion of the Unpaid Prepayment Principal Amount within the time period set forth in this Section, the Company shall pay to the Holder in cash, as liquidated damages and not as a penalty, $2,500 per day until the Company delivers such Common Stock to the Holderprincipal amount.

Optional Prepayment. (i) At any time (a) The Company on or before that date which is six (6) months after the Closing Date or (b) on or after that date which is one (1) year after the Closing Date, the Corporation shall have the right, exercisable at any time upon twenty right to prepay (20"OPTIONAL PREPAYMENT") Trading Days prior written notice to the Holders of the Debentures to be prepaid and accompanied by any waiver required by holders of senior indebtedness of the Company for such prepayment (the "Optional Prepayment Notice"), to prepay, all or any portion of the outstanding principal amount of the Debentures which have not previously been repaid or for which Conversion Notices have not previously been delivered. The prepayment price applicable to such prepayments shall equal the Optional Prepayment Price (as defined in Section 7) and shall be paid in cash. Any Outstanding Amount, provided, however, that any such prepayment shall be free subject to concurrent payment of any claim of subordinationa premium (the "OPTIONAL PREPAYMENT PREMIUM") and all other amounts owing hereunder. The Holders An Optional Prepayment shall have the right to tender, and the Company shall honor, Conversion Notices delivered prior to the expiration of the twentieth (20th) Trading Day after receipt be made by the Holders Corporation in its sole discretion by delivery of an Optional Prepayment Notice for such Debentures (as defined below). In the 20th Trading Day after receipt by the Holders case of an Optional Prepayment during the period described in clause (a) of this subparagraph, the Optional Prepayment Premium shall be in an amount equal to seven and one half percent (7 1/2%) of the principal amount being prepaid and the Holder's right to effect an Optional Conversion shalL terminate upon receipt of an Optional Prepayment Notice. In the case of an Optional Prepayment during the period described in clause (b) of this subparagraph, the Optional Prepayment Premium shall be in an amount equal to ten percent (10%) of the principal amount being prepaid and the Holder may convert all or any part of the Outstanding Amount into Common Stock by delivering a Notice of Optional Conversion to the Corporation at any time prior to that date which is referred to herein as ten (10) trading days after receipt of an Optional Prepayment Notice. (ii) The Corporation shall effect each prepayment under this Section VIII.B by giving at least twenty (20) trading days' prior written notice (the "OPTIONAL PREPAYMENT NOTICE") of the date on which such prepayment is to be made (the "OPTIONAL PREPAYMENT DATE") and the Outstanding Amount to be prepaid to the Holder at the address and facsimile number of the Holder appearing in the Debenture Register, which Optional Prepayment Notice shall be deemed to have been delivered on the trading day after the Corporation's fax (with a copy sent by overnight courier) of such notice to the Holder. The Corporation shall pay the Outstanding Amount specified in the Optional Prepayment Notice, together with the applicable Optional Prepayment Premium, to the Holder on the Optional Prepayment Date"). The Corporation may not attempt to deliver an Optional Prepayment Notice if it has previously received a Mandatory Prepayment Notice. (biii) If the Corporation fails to pay, when due and owing, any portion of the Optional Prepayment Price shall not be paid by the Company by the second (2nd) Business Day following Outstanding Amount or the Optional Prepayment Date, the Premium in accordance with an Optional Prepayment Price Notice, then the Holder shall be increased by 15% per annum have the right, at any time and from time to time, to require the Corporation, upon written notice, to immediately convert (to accrue dailyin accordance with the terms of paragraph A of Article II) until paid (which amount shall be paid as liquidated damages and not as a penalty). In addition, if any portion or all of the optional Prepayment Outstanding Amount which is the subject of such prepayment into shares of Common Stock at the lowest Conversion Price remains unpaid through in effect during the expiration period beginning on the date of the Optional Prepayment Date, Notice and ending on the Holder subject to earlier of the date the Corporation effects such prepayment may elect by written notice to the Company to either (x) demand conversion in accordance with the formula full and the time period therefor set forth in Section 4 of any portion of the principal amount of Debentures for which the Optional Prepayment Price, plus accrued liquidated damages thereof, has not been paid in full (the "Unpaid Prepayment Principal Amount"), in which event the applicable Per Share Market Value shall be the lower of the Per Share Market Value calculated on the Optional Prepayment Date and the Per Share Market Value as date of the Holder's written demand for conversion, or (y) invalidate ab initio such optional redemption, notwithstanding anything herein contained to the contrary. If the Holder elects option (x) above, the Company shall within three (3) Trading Days such election is deemed delivered hereunder to the Holder the shares of Common Stock issuable upon conversion of the Unpaid Prepayment Principal Amount subject to such conversion demand and otherwise perform its obligations hereunder with respect thereto; or, if the Holder elects option (y) above, the Company shall promptly, and in any event not later than three (3) Trading Days from receipt of notice of such election, return to the Holder new Debentures for the full Unpaid Prepayment Principal Amount. If, upon an election under option (x) above, the Company fails to deliver the shares of Common Stock issuable upon conversion of the Unpaid Prepayment Principal Amount within the time period set forth in this Section, the Company shall pay to the Holder in cash, as liquidated damages and not as a penalty, $2,500 per day until the Company delivers such Common Stock to the Holderconversion.

Optional Prepayment. (a) The During the time that any portion of this Debenture remains outstanding, the Company shall have the right, exercisable at on any time Trading Day in which the Conversion Price shall be less than $6.00 (which number shall be subject to equitable adjustments for stock splits, recombinations and similar events), in accordance with the terms hereof and upon twenty (20) three Trading Days Days' prior written notice to the Holders of the Debentures to be prepaid and accompanied by any waiver required by holders of senior indebtedness of the Company for such prepayment (the an "Optional Prepayment Notice"), to prepay, prepay all or any portion of the outstanding principal amount of the Debentures which have has not previously been repaid or for which Conversion Notices have not previously been delivered. The prepayment price applicable to such prepayments under this Section 5(a) shall equal the Optional Prepayment Price (as defined in Section 76) and shall be paid in cash. Any such prepayment shall be free of any claim of subordination. The Holders shall have the right to tender, and the Company shall honor, Conversion Notices delivered on or prior to the expiration of the twentieth (20th) fifteenth Trading Day after receipt by the Holders of an Optional Prepayment Notice for such Debentures (the 20th fifteenth Trading Day after receipt by the Holders of an Optional Prepayment Notice is referred to herein as the "Optional Prepayment Date"). (b) The Company shall not be entitled to deliver an Optional Prepayment Notice to the Holder (and, if after delivery thereof and prior to the Optional Prepayment Date, any of the following conditions shall cease to be met, such notice, at the option of the Holders, shall be deemed no longer effective) if: (i) the number of shares of Common Stock at the time authorized, unissued and unreserved for all purposes is insufficient to satisfy the Company's conversion obligations of the aggregate principal amount of Debentures then outstanding, or (ii) there is neither an effective Underlying Shares Registration Statement under which the Holders can resell all of the issued Underlying Shares and all of the Underlying Shares as are issuable upon conversion in full of the principal amount of Debentures subject to an Optional Prepayment Notice nor may all of such issued and issuable Underlying Shares be sold by the Holders subject to such prepayment without volume restrictions pursuant to Rule 144 promulgated under the Securities Act, as determined by counsel to the Company pursuant to a written opinion letter, addressed to the Company's transfer agent in the form and substance acceptable to the Holders and such transfer agent, or (iii) the Common Stock is not then listed for trading on the NASDAQ or on a Subsequent Market. (c) If any portion of the Optional Prepayment Price shall not be paid by the Company by the second (2nd) Business Day following the Optional Prepayment Date, the Optional Prepayment Price shall be increased by 15bear interest at the rate of 18% per annum (or such lesser maximum amount that is permitted to accrue daily) until paid (which amount shall be paid as liquidated damages and not as a penalty). In addition, if any portion of the optional Prepayment Price remains unpaid through the expiration of the Optional Prepayment Date, the Holder subject to such prepayment may elect by written notice to the Company to either (x) demand conversion in accordance with the formula and the time period therefor set forth in Section 4 of any portion of the principal amount of Debentures for which the Optional Prepayment Price, plus accrued liquidated damages thereof, has not been paid in full (the "Unpaid Prepayment Principal Amount"), in which event the applicable Per Share Market Value shall be the lower of the Per Share Market Value calculated on the Optional Prepayment Date and the Per Share Market Value as of the Holder's written demand for conversion, or (y) invalidate ab initio such optional redemption, notwithstanding anything herein contained to the contrary. If the Holder elects option (x) above, the Company shall within three (3) Trading Days such election is deemed delivered hereunder to the Holder the shares of Common Stock issuable upon conversion of the Unpaid Prepayment Principal Amount subject to such conversion demand and otherwise perform its obligations hereunder with respect thereto; or, if the Holder elects option (y) above, the Company shall promptly, and in any event not later than three (3) Trading Days from receipt of notice of such election, return to the Holder new Debentures for the full Unpaid Prepayment Principal Amount. If, upon an election under option (x) above, the Company fails to deliver the shares of Common Stock issuable upon conversion of the Unpaid Prepayment Principal Amount within the time period set forth in this Section, the Company shall pay to the Holder in cash, as liquidated damages and not as a penalty, $2,500 per day until the Company delivers such Common Stock to the Holder.by