Common use of PERMISSIVE PREPAYMENT Clause in Contracts

PERMISSIVE PREPAYMENT. [OPTIONAL] (a) With the prior written approval of FINRA, the Broker/Dealer may, at its option, but not at the option of the Lender, make payment of all or any portion of the principal amount hereof to the Lender prior to the Scheduled Maturity Date (hereinafter referred to as a “Prepayment”) at any time subsequent to one year from the effective date of this agreement. However, no Prepayment shall be made if, after giving effect thereto (and to all other payments of principal of outstanding subordination agreements of the Broker/Dealer, including the return of any Secured Demand Note and the Collateral therefor held by the Broker/Dealer, the maturity or accelerated maturity of which are scheduled to occur within six months after the date such Prepayment is to occur pursuant to the provisions of this paragraph, or on or prior to the Scheduled Maturity Date for payment of the principal amount hereof disregarding this paragraph, whichever date is earlier) without reference to any projected profit or loss of the Broker/Dealer, any of the following circumstances apply at the time Prepayment is to be made: (i) in the event that the Broker/Dealer is not operating pursuant to the Alternative Net Capital Requirement, the aggregate indebtedness of the Broker/Dealer would exceed 1000 percent of its net capital as those terms are defined in the Rule or any successor rule in effect (or such other percent as may be made applicable to the Broker/Dealer by FINRA, pursuant to its rules, or by the SEC), or (ii) in the event that the Broker/Dealer is operating pursuant to the Alternative Net Capital Requirement, the net capital of the Broker/Dealer would be less than 5 percent (or such other percent as may be made applicable to the Broker/Dealer by FINRA, pursuant to its rules, or by the SEC) of aggregate debit items computed in accordance with Exhibit A to Rule 15c3-3 under the Act or any successor rule in effect, or (iii) the Broker/Dealer’s net capital, as defined in the Rule or any successor rule in effect, would be less than 120 percent (or such other percent as may be made applicable to the Broker/Dealer by FINRA, pursuant to its rules, or by the SEC) of the minimum dollar amount required by the Rule in effect at such time (or such other dollar amount as may be made applicable to the Broker/Dealer by FINRA, pursuant to its rules, or by the SEC), or (iv) in the event that the Broker/Dealer is subject to the provisions of paragraph (a)(6)(v) or (c)(2)(x)(C) of the Rule, the net capital of the Broker/Dealer would be less than the amount required to satisfy the 1000 percent test (or such other percent test as may be made applicable to the Broker/Dealer by FINRA, pursuant to its rules, or by the SEC) stated in such applicable paragraph, or (v) in the event that the Broker/Dealer is registered under the Commodity Exchange Act (the “CEA”), the net capital of the Broker/Dealer (as defined in and calculated in accordance with the CEA or the regulations thereunder) would be less than the percent or amount specified in Section 1.17(h)(2)(vii) of the regulations of the CFTC or any successor regulation in effect. (b) If Prepayment is made and all or any part of the Collateral is returned or withdrawn prior to the Scheduled Maturity Date and if immediately after such Prepayment and return or withdrawal of Collateral the Broker/Dealer’s net capital is less than the amount required to permit such Prepayment pursuant to the foregoing provisions of this paragraph, the Lender agrees irrevocably (whether or not such Lender had any knowledge or notice of such fact at the time of such Prepayment) to promptly, upon written notice from the Broker/Dealer, execute and deliver to the Broker/Dealer, its successors or assigns, a note identical to and having a principal amount equal to the Note so returned or withdrawn (or in the case of a reduction, in a principal amount equal to the amount of such reduction) and to secure such note on the same terms as in this agreement with collateral having a Capital Requirements Value at the time of delivery at least equal to the face amount of the note required to be executed and delivered pursuant to this paragraph; provided, however, that any demand by the Broker/Dealer to recover such Prepayment must be made in writing to the Lender, a copy of which must be provided to FINRA, within 120 calendar days from the date of such Prepayment.

PERMISSIVE PREPAYMENT. [OPTIONAL] (a) With the prior written approval of FINRA, the Broker/Dealer may, at its option, but not at the option of the Lender, make a payment of all or any portion of the principal amount hereof to the Lender prior to the Scheduled Maturity Date (hereinafter referred to as a “Prepayment”) at any time subsequent to one year from the effective date of this agreementAgreement. However, no Prepayment shall be made if, after giving effect thereto (and to all other payments of principal of outstanding subordination agreements of the Broker/Dealer, including the return of any Secured Demand Note and the Collateral therefor held by the Broker/Dealer, the maturity or accelerated maturity of which are scheduled to occur within six months after the date such Prepayment is to occur pursuant to the provisions of this paragraph, or on or prior to the Scheduled Maturity Date for payment of the principal amount hereof disregarding this paragraph, whichever date is earlier) without reference to any projected profit or loss of the Broker/Dealer, any of the following circumstances apply at the time Prepayment is to be made: (i) in the event that the Broker/Dealer is not operating pursuant to the Alternative Net Capital Requirement, the aggregate indebtedness of the Broker/Dealer would exceed 1000 percent of its net capital as those terms are defined in the Rule or any successor rule in effect (or such other percent as may be made applicable to the Broker/Dealer by FINRA, pursuant to its rules, or by the SEC), or (ii) in the event that the Broker/Dealer is operating pursuant to the Alternative Net Capital Requirement, the net capital of the Broker/Dealer would be less than 5 percent (or such other percent as may be made applicable to the Broker/Dealer by FINRA, pursuant to its rules, or by the SEC) of aggregate debit items computed in accordance with Exhibit A to Rule 15c3-3 under the Act or any successor rule in effect, or (iii) the Broker/Dealer’s net capital, as defined in the Rule or any successor rule in effect, would be less than 120 percent (or such other percent as may be made applicable to the Broker/Dealer by FINRA, pursuant to its rules, or by the SEC) of the minimum dollar amount required by the Rule as in effect at such time (or such other dollar amount as may be made applicable to the Broker/Dealer by FINRA, pursuant to its rules, or by the SEC), or (iv) in the event that the Broker/Dealer is subject to the provisions of paragraph (a)(6)(v) or (c)(2)(x)(C) of the Rule, the net capital of the Broker/Dealer would be less than the amount required to satisfy the 1000 percent test (or such other percent test as may be made applicable to the Broker/Dealer by FINRA, pursuant to its rules, or by the SEC) stated in such applicable paragraph, or (v) in the event that the Broker/Dealer is registered under the Commodity Exchange Act (the “CEA”), the net capital of the Broker/Dealer (as defined in and calculated in accordance with the CEA or the regulations thereunder) would be less than the percent or amount specified in Section 1.17(h)(2)(vii1.17(h)(2)(vii)(A) of the regulations of the CFTC or any successor regulation in effect. (b) If Prepayment is made and of all or any part of the Collateral is returned or withdrawn principal hereof prior to the Scheduled Maturity Date and if immediately after such Prepayment and return or withdrawal of Collateral the Broker/Dealer’s net capital is less than the amount required to permit such Prepayment pursuant to the foregoing provisions of this paragraph, the Lender agrees irrevocably (whether or not such Lender had any knowledge or notice of such fact at the time of such Prepayment) to promptly, upon written notice from the Broker/Dealer, execute and deliver to repay the Broker/Dealer, its successors or assigns, a note identical the sum so paid to and having a principal amount equal be held by the Broker/Dealer pursuant to the Note so returned or withdrawn (or in the case of a reduction, in a principal amount equal to the amount of provisions hereof as if such reduction) and to secure such note on the same terms as in this agreement with collateral having a Capital Requirements Value at the time of delivery at least equal to the face amount of the note required to be executed and delivered pursuant to this paragraphPrepayment had never been made; provided, however, that any demand by the Broker/Dealer to recover such Prepayment must be made in writing to the Lender, a copy of which must be provided to FINRA, within 120 calendar days from the date of such Prepayment.

PERMISSIVE PREPAYMENT. [OPTIONAL] (a) With the prior written approval of FINRA, the Broker/Dealer may, at its option, but not at the option of the Lender, make a payment of all or any portion of the principal amount hereof to the Lender prior to the Scheduled Maturity Date (hereinafter referred to as a “Prepayment”) at any time subsequent to one year from the effective date of this agreementAgreement. However, no Prepayment shall be made if, after giving effect thereto (and to all other payments of principal of outstanding subordination agreements of the Broker/Dealer, including the return of any Secured Demand Note and the Collateral therefor held by the Broker/Dealer, the maturity or accelerated maturity of which are scheduled to occur within six months after the date such Prepayment is to occur pursuant to the provisions of this paragraph, or on or prior to the Scheduled Maturity Date for payment of the principal amount hereof disregarding this paragraph, whichever date is earlier) without reference to any projected profit or loss of the Broker/Dealer, any of the following circumstances apply at the time Prepayment is to be made: (i) in the event that the Broker/Dealer is not operating pursuant to the Alternative Net Capital Requirement, the aggregate indebtedness of the Broker/Dealer would exceed 1000 percent of its net capital as those terms are defined in the Rule or any successor rule in effect (or such other percent as may be made applicable to the Broker/Dealer by FINRA, pursuant to its rules, or by the SEC), or (ii) in the event that the Broker/Dealer is operating pursuant to the Alternative Net Capital Requirement, the net capital of the Broker/Dealer would be less than 5 percent (or such other percent as may be made applicable to the Broker/Dealer by FINRA, pursuant to its rules, or by the SEC) of aggregate debit items computed in accordance with Exhibit A to Rule 15c3-3 under the Act or any successor rule in effect, or (iii) the Broker/Dealer’s net capital, as defined in the Rule or any successor rule in effect, would be less than 120 percent (or such other percent as may be made applicable to the Broker/Dealer by FINRA, pursuant to its rules, or by the SEC) of the minimum dollar amount required by the Rule in effect at such time (or such other dollar amount as may be made applicable to the Broker/Dealer by FINRA, pursuant to its rules, or by the SEC), or (iv) in the event that the Broker/Dealer is subject to the provisions of paragraph (a)(6)(v) or (c)(2)(x)(C) of the Rule, the net capital of the Broker/Dealer would be less than the amount required to satisfy the 1000 percent test (or such other percent test as may be made applicable to the Broker/Dealer by FINRA, pursuant to its rules, or by the SEC) stated in such applicable paragraph, or (v) in the event that the Broker/Dealer is registered under the Commodity Exchange Act (the “CEA”), the net capital of the Broker/Dealer (as defined in and calculated in accordance with the CEA or the regulations thereunder) would be less than the percent or amount specified in Section 1.17(h)(2)(vii1.17(h)(2)(vii)(A) of the regulations of the CFTC or any successor regulation in effect. (b) If Prepayment is made and of all or any part of the Collateral is returned or withdrawn principal hereof prior to the Scheduled Maturity Date and if immediately after any such Prepayment and return or withdrawal of Collateral the Broker/Dealer’s net capital is less than the amount required to permit such Prepayment pursuant to the foregoing provisions of this paragraph, the Lender agrees irrevocably (whether or not such Lender had any knowledge or notice of such fact at the time of such Prepayment) to promptly, upon written notice from the Broker/Dealer, execute and deliver to repay the Broker/Dealer, its successors or assigns, a note identical the sum so paid to and having a principal amount equal be held by the Broker/Dealer pursuant to the Note so returned or withdrawn (or in the case of a reduction, in a principal amount equal to the amount of provisions hereof as if such reduction) and to secure such note on the same terms as in this agreement with collateral having a Capital Requirements Value at the time of delivery at least equal to the face amount of the note required to be executed and delivered pursuant to this paragraphPrepayment had never been made; provided, however, that any demand by the Broker/Dealer to recover such Prepayment must be made in writing to the Lender, a copy of which must be provided to FINRA, within 120 calendar days from the date of such Prepayment.

PERMISSIVE PREPAYMENT. [OPTIONAL] (a) With the prior written approval permission of FINRAthe Exchange, the Broker/Dealer Organization may, at its option, but not at the option of the Lender, make payment of pay all or any portion of the principal amount hereof to the Lender prior to the Scheduled Maturity Date (such payment being hereinafter referred to as a “"Prepayment”") at any time subsequent to one year from the effective date of this agreement. However, no No Prepayment shall be made ifmade, however, if after giving effect thereto (and to all other payments of principal of outstanding subordination agreements of the Broker/DealerOrganization, including the return of any Secured Demand Note and the Collateral therefor held by the Broker/DealerOrganization, the maturity or accelerated maturity of which are scheduled to occur within six months after the date such Prepayment is to occur pursuant to the provisions of this paragraph, or on or prior to the Scheduled Maturity Date for payment of the principal amount hereof disregarding this paragraph, whichever date is earlier) without reference to any projected profit or loss of the Broker/Dealer, any of the following circumstances apply at the time Prepayment is to be made:Organization, (i) in the event that the Broker/Dealer Organization is not operating pursuant to the Alternative Net Capital Requirementalternative net capital requirement provided for in paragraph(a)(1)(ii) of the Rule, the aggregate indebtedness of the Broker/Dealer Organization would exceed 1000 percent percentum of its net capital as those terms are defined in the Rule or any successor rule as in effect at the time 3 such Prepayment is to be made (or such other percent percentum as may be made applicable at such time to the Broker/Dealer Organization by FINRA, pursuant to its rulesthe Exchange or the SEC, or by the SEC), or (ii) in the event that the Broker/Dealer Organization is operating pursuant to the Alternative Net Capital Requirementsuch alternative net capital requirement, the net capital of the Broker/Dealer Organization would be less than 5 percent percentum (or such other percent percentum as may be made applicable to the Broker/Dealer Organization at the time of such Prepayment by FINRA, pursuant to its rules, the Exchange or by the SEC) of aggregate debit items computed in accordance with Exhibit A to Rule 15c3-3 15c33 under the Act or any successor rule as in effecteffect at such time, or or (iii) in the Broker/Dealer’s event that the Organization is registered as a futures commission merchant under the CEA, the net capital of the Organization (as defined in the CEA or the regulations thereunder as in effect at the time of such Prepayment) would be less than 7 percentum (or such other percentum as may be made applicable to the Organization at the time of such Prepayment by the CFTC) of the funds required to be segregated pursuant to the CEA and the regulations thereunder and the foreign futures or foreign options secured amount less the market value of commodity options purchased by customers on or subject to the rules of a contract market or a foreign board of trade, provided, however, the deduction for each customer shall be limited to the amount of customer funds in such customer's account and foreign futures and foreign options secured amounts, or (iv) the Organization's net capital, as defined in the Rule or any successor rule as in effecteffect at the time of such Prepayment, would be less than 120 percent percentum (or such other percent percentum as may be made applicable to the Broker/Dealer Organization at the time of such Prepayment by FINRA, pursuant to its rules, the Exchange or by the SEC) of the minimum dollar amount required by the Rule as in effect at such time (or such other dollar amount as may be made applicable to the Broker/Dealer Organization at the time of such Prepayment by FINRA, pursuant to its rules, the Exchange or by the SEC), or or (ivv) in the event that the Broker/Dealer Organization is registered as a futures commission merchant under the CEA, its net capital, as defined in the CEA or the regulations thereunder as in effect at the time of such Prepayment would be less than 120 percentum (or such other percentum as may be made applicable to the Organization at the time of such Prepayment by the CFTC) of the minimum dollar amount required by the CEA or the regulations thereunder as in effect at such time or such other dollar amount as may be made applicable to the Organization at the time of such Prepayment by the CFTC, or (vi) in the event that the Organization is subject to the provisions of paragraph (a)(6)(v) or (c)(2)(x)(Ca)(7)(iv) or (c)(2)(x)(B)(1) of the Rule, the net capital of the Broker/Dealer Organization would be less than the amount required to satisfy the 1000 percent 1000% test (or such other percent percentum test as may be made applicable to the Broker/Dealer Organization at the time of such Prepayment by FINRA, pursuant to its rules, the Exchange or by the SEC) stated in such applicable paragraph, or (v) in the event that the Broker/Dealer is registered under the Commodity Exchange Act (the “CEA”), the net capital of the Broker/Dealer (as defined in and calculated in accordance with the CEA or the regulations thereunder) would be less than the percent or amount specified in Section 1.17(h)(2)(vii) of the regulations of the CFTC or any successor regulation in effect. (b) . If Prepayment is made and of all or any part of the Collateral is returned or withdrawn principal hereof prior to the Scheduled Maturity Date and if immediately after such Prepayment and return or withdrawal of Collateral the Broker/Dealer’s Organization's net capital is less than the amount required to permit such Prepayment pursuant to the foregoing provisions of this paragraph, the Lender agrees irrevocably (whether or not such Lender had any knowledge or notice of such fact at the time of such Prepayment) to promptly, upon written notice from repay the Broker/Dealer, execute and deliver to the Broker/DealerOrganization, its successors or assigns, a note identical the sum so paid to and having a principal amount equal be held by the Organization pursuant to the Note so returned or withdrawn (or in the case of a reduction, in a principal amount equal to the amount of provisions hereof as if such reduction) and to secure such note on the same terms as in this agreement with collateral having a Capital Requirements Value at the time of delivery at least equal to the face amount of the note required to be executed and delivered pursuant to this paragraphPrepayment had never been made; provided, however, that any demand by suit for the Broker/Dealer to recover recovery of any such Prepayment must be made in writing to the Lender, a copy commenced within two years of which must be provided to FINRA, within 120 calendar days from the date of such Prepayment.

PERMISSIVE PREPAYMENT. [OPTIONAL] (a) With the prior written approval of FINRA, the Broker/Dealer may, at its option, but not at the option of the Lender, make a payment of all or any portion of the principal amount hereof to the Lender prior to the Scheduled Maturity Date (hereinafter referred to as a “Prepayment”) at any time subsequent to one year from the effective date of this agreement. However, no Prepayment shall be made if, after giving effect thereto (and to all other payments of principal of outstanding subordination agreements of the Broker/Dealer, including the return of any Secured Demand Note and the Collateral therefor held by the Broker/Dealer, the maturity or accelerated maturity of which are scheduled to occur within six months after the date such Prepayment is to occur pursuant to the provisions of this paragraph, or on or prior to the Scheduled Maturity Date for payment of the principal amount hereof disregarding this paragraph, whichever date is earlier) without reference to any projected profit or loss of the Broker/Dealer, any of the following circumstances apply at the time Prepayment is to be made: (i) in the event that the Broker/Dealer is not operating pursuant to the Alternative Net Capital Requirement, the aggregate indebtedness of the Broker/Dealer would exceed 1000 percent of its net capital as those terms are defined in the Rule or any successor rule in effect (or such other percent as may be made applicable to the Broker/Dealer by FINRA, pursuant to its rules, or by the SEC), or (ii) in the event that the Broker/Dealer is operating pursuant to the Alternative Net Capital Requirement, the net capital of the Broker/Dealer would be less than 5 percent (or such other percent as may be made applicable to the Broker/Dealer by FINRA, pursuant to its rules, or by the SEC) of aggregate debit items computed in accordance with Exhibit A to Rule 15c3-3 under the Act or any successor rule in effect, or (iii) the Broker/Dealer’s net capital, as defined in the Rule or any successor rule in effect, would be less than 120 percent (or such other percent as may be made applicable to the Broker/Dealer by FINRA, pursuant to its rules, or by the SEC) of the minimum dollar amount required by the Rule in effect at such time (or such other dollar amount as may be made applicable to the Broker/Dealer by FINRA, pursuant to its rules, or by the SEC), or (iv) in the event that the Broker/Dealer is subject to the provisions of paragraph (a)(6)(v) or (c)(2)(x)(C) of the Rule, the net capital of the Broker/Dealer would be less than the amount required to satisfy the 1000 percent test (or such other percent test as may be made applicable to the Broker/Dealer by FINRA, pursuant to its rules, or by the SEC) stated in such applicable paragraph, or (v) in the event that the Broker/Dealer is registered under the Commodity Exchange Act (the “CEA”), the net capital of the Broker/Dealer (as defined in and calculated in accordance with the CEA or the regulations thereunder) would be less than the percent or amount specified in Section 1.17(h)(2)(vii1.17(h)(2)(vii)(A) of the regulations of the CFTC or any successor regulation in effect. (b) If Prepayment is made and of all or any part of the Collateral is returned or withdrawn principal hereof prior to the Scheduled Maturity Date and if immediately after any such Prepayment and return or withdrawal of Collateral the Broker/Dealer’s net capital is less than the amount required to permit such Prepayment pursuant to the foregoing provisions of this paragraph, the Lender agrees irrevocably (whether or not such Lender had any knowledge or notice of such fact at the time of such Prepayment) to promptly, upon written notice from the Broker/Dealer, execute and deliver to repay the Broker/Dealer, its successors or assigns, a note identical the sum so paid to and having a principal amount equal be held by the Broker/Dealer pursuant to the Note so returned or withdrawn (or in the case of a reduction, in a principal amount equal to the amount of provisions hereof as if such reduction) and to secure such note on the same terms as in this agreement with collateral having a Capital Requirements Value at the time of delivery at least equal to the face amount of the note required to be executed and delivered pursuant to this paragraphPrepayment had never been made; provided, however, that any demand by the Broker/Dealer to recover such Prepayment must be made in writing to the Lender, a copy of which must be provided to FINRA, within 120 calendar days from the date of such Prepayment.

PERMISSIVE PREPAYMENT. [OPTIONAL] (a) With the prior written approval of FINRAthe Exchange, the Broker/Dealer Organization may, at its option, but not at the option of the Lender, make payment Prepayment of all or any portion of the principal amount hereof to the Lender prior to the Scheduled Maturity Date (hereinafter referred to as a “Prepayment”) at any time subsequent to one year from the effective date of this agreement. However, no agreement No Prepayment shall be made ifmade, however, if after giving effect thereto (and to all other payments of principal of outstanding subordination agreements of the Broker/DealerOrganization, including the return of any Secured Demand Note and the Collateral therefor held by the Broker/DealerOrganization, the maturity or accelerated maturity of which are scheduled to occur within six months after the date such Prepayment is to occur pursuant to the provisions of this paragraph, or on or prior to the Scheduled Maturity Date for payment of the principal amount hereof disregarding this paragraph, whichever date is earlier) without reference to any projected profit or loss of the Broker/Dealer, any of the following circumstances apply at the time Prepayment is to be made:Organization. (i) in the event that the Broker/Dealer Organization is not operating pursuant to the Alternative Net Capital Requirementalternative net capital requirement provided for in paragraph (a)(1)(ii) of the Rule, the aggregate indebtedness of the Broker/Dealer Organization would exceed 1000 percent of its net capital as those terms are defined in the Rule or any successor rule as in effect at the time such Prepayment is to be made (or such other percent as may be made applicable at such time to the Broker/Dealer Organization by FINRA, pursuant to its rules, the Exchange or by the SEC), or (ii) in the event that the Broker/Dealer Organization is operating pursuant to the Alternative Net Capital Requirementsuch alternative net capital requirement, the net capital of the Broker/Dealer Organization would be less than 5 percent (or such other percent as may be made applicable to the Broker/Dealer Organization at the time of such Prepayment by FINRA, pursuant to its rules, the Exchange or by the SEC) of aggregate debit items computed in accordance with Exhibit A to Rule 15c3-3 under the Act or any successor rule as in effecteffect at such time, or (iii) in the Broker/Dealer’s event that the Organization is registered as a futures commission merchant under the CEA, the net capital of the Organization (as defined in the CEA or the regulations thereunder as in effect at the time of such Prepayment) would be less than 7 percent (or such other percent as may be made applicable to the Organization at the time of such Prepayment by the CFTC) of the funds required to be segregated pursuant to the CEA and the regulations thereunder, and the foreign futures or foreign options secured amount less the market value of commodity options purchased by customers of the Organization on or subject to the rules of a contract market or a foreign board of trade (provided, however, the deduction for each customer shall be limited to the amount of customer funds in such customer's account(s) and foreign futures and foreign options secured amounts).or the Organization's not capital would be less than the minimum capital requirements defined by the DSRO, or (iv) the Organization's net capital, as defined in the Rule or any successor rule as in effecteffect at the time of such Prepayment, would be less than 120 percent (or such other percent as may be made applicable to the Broker/Dealer Organization at the time of such Prepayment by FINRA, pursuant to its rules, the Exchange or by the SEC) of the minimum dollar amount required by the Rule as in effect at such time (or such other dollar amount as may be made applicable to the Broker/Dealer Organization at the time of such Prepayment by FINRA, pursuant to its rules, the Exchange or by the SEC), or (ivv) in the event that the Broker/Dealer Organization is registered as a futures commission merchant under the CEA, its net capital, as defined in the CEA or the regulations thereunder as in effect at the time of such Prepayment would be less than 120 percent (or such other percent as may be made applicable to the Organization at the time of such Prepayment by the CFTC) of the minimum dollar amount required by the CEA or the regulations thereunder as in effect at such time or such other dollar amount as may be made applicable to the Organization at the time of such Prepayment by the CFTC, or (vi) in the event that the Organization is subject to the provisions of paragraph (a)(6)(v) or (c)(2)(x)(C) of the Rule, the net capital of the Broker/Dealer Organization would be less than the amount required to satisfy the 1000 percent test (or such other percent test as may be made applicable to the Broker/Dealer Organization at the time of such Prepayment by FINRA, pursuant to its rules, the Exchange or by the SEC) stated in such applicable paragraph, or (v) in the event that the Broker/Dealer is registered under the Commodity Exchange Act (the “CEA”), the net capital of the Broker/Dealer (as defined in and calculated in accordance with the CEA or the regulations thereunder) would be less than the percent or amount specified in Section 1.17(h)(2)(vii) of the regulations of the CFTC or any successor regulation in effect. (b) If Prepayment is made and of all or any part of the Collateral is returned or withdrawn principal hereof prior to the Scheduled Maturity Date and if immediately after such Prepayment and return or withdrawal of Collateral the Broker/Dealer’s Organization's net capital is less than the amount required to permit such Prepayment pursuant to the foregoing provisions of this paragraphParagraph, the Lender agrees irrevocably (whether or not such Lender had any knowledge or notice of such fact at the time of such Prepayment) to promptly, upon written notice from repay the Broker/Dealer, execute and deliver to the Broker/DealerOrganization, its successors or assigns, a note identical the sum so paid to and having a principal amount equal be held by the Organization pursuant to the Note so returned or withdrawn (or in the case of a reduction, in a principal amount equal to the amount of provisions hereof as if such reduction) and to secure such note on the same terms as in this agreement with collateral having a Capital Requirements Value at the time of delivery at least equal to the face amount of the note required to be executed and delivered pursuant to this paragraphPrepayment had never been made; provided, however, that any demand by suit for the Broker/Dealer to recover recovery of any such Prepayment must be made in writing to the Lender, a copy commenced within two years of which must be provided to FINRA, within 120 calendar days from the date of such Prepayment.

PERMISSIVE PREPAYMENT. [OPTIONAL] (a) With the prior written approval of FINRA, the Broker/Dealer may, at its option, but not at the option of the Lender, make a payment of all or any portion of the principal amount hereof to the Lender prior to the Scheduled Maturity Date (hereinafter referred to as a “Prepayment”) at any time subsequent to one year from the effective date of this agreement. However, no Prepayment shall be made if, after giving effect thereto (and to all other payments of principal of outstanding subordination agreements of the Broker/Dealer, including the return of any Secured Demand Note and the Collateral therefor held by the Broker/Dealer, the maturity or accelerated maturity of which are scheduled to occur within six months after the date such Prepayment is to occur pursuant to the provisions of this paragraph, or on or prior to the Scheduled Maturity Date for payment of the principal amount hereof disregarding this paragraph, whichever date is earlier) without reference to any projected profit or loss of the Broker/Dealer, any of the following circumstances apply at the time Prepayment is to be made: (i) in the event that the Broker/Dealer is not operating pursuant to the Alternative Net Capital Requirement, the aggregate indebtedness of the Broker/Dealer would exceed 1000 percent of its net capital as those terms are defined in the Rule or any successor rule in effect (or such other percent as may be made applicable to the Broker/Dealer by FINRA, pursuant to its rules, or by the SEC), or (ii) in the event that the Broker/Dealer is operating pursuant to the Alternative Net Capital Requirement, the net capital of the Broker/Dealer would be less than 5 percent (or such other percent as may be made applicable to the Broker/Dealer by FINRA, pursuant to its rules, or by the SEC) of aggregate debit items computed in accordance with Exhibit A to Rule 15c3-3 under the Act or any successor rule in effect, or (iii) the Broker/Dealer’s net capital, as defined in the Rule or any successor rule in effect, would be less than 120 percent (or such other percent as may be made applicable to the Broker/Dealer by FINRA, pursuant to its rules, or by the SEC) of the minimum dollar amount required by the Rule as in effect at such time (or such other dollar amount as may be made applicable to the Broker/Dealer by FINRA, pursuant to its rules, or by the SEC), or (iv) in the event that the Broker/Dealer is subject to the provisions of paragraph (a)(6)(v) or (c)(2)(x)(C) of the Rule, the net capital of the Broker/Dealer would be less than the amount required to satisfy the 1000 percent test (or such other percent test as may be made applicable to the Broker/Dealer by FINRA, pursuant to its rules, or by the SEC) stated in such applicable paragraph, or (v) in the event that the Broker/Dealer is registered under the Commodity Exchange Act (the “CEA”), the net capital of the Broker/Dealer (as defined in and calculated in accordance with the CEA or the regulations thereunder) would be less than the percent or amount specified in Section 1.17(h)(2)(vii1.17(h)(2)(vii)(A) of the regulations of the CFTC or any successor regulation in effect. (b) If Prepayment is made and of all or any part of the Collateral is returned or withdrawn principal hereof prior to the Scheduled Maturity Date and if immediately after such Prepayment and return or withdrawal of Collateral the Broker/Dealer’s net capital is less than the amount required to permit such Prepayment pursuant to the foregoing provisions of this paragraph, the Lender agrees irrevocably (whether or not such Lender had any knowledge or notice of such fact at the time of such Prepayment) to promptly, upon written notice from the Broker/Dealer, execute and deliver to repay the Broker/Dealer, its successors or assigns, a note identical the sum so paid to and having a principal amount equal be held by the Broker/Dealer pursuant to the Note so returned or withdrawn (or in the case of a reduction, in a principal amount equal to the amount of provisions hereof as if such reduction) and to secure such note on the same terms as in this agreement with collateral having a Capital Requirements Value at the time of delivery at least equal to the face amount of the note required to be executed and delivered pursuant to this paragraphPrepayment had never been made; provided, however, that any demand by the Broker/Dealer to recover such Prepayment must be made in writing to the Lender, a copy of which must be provided to FINRA, within 120 calendar days from the date of such Prepayment.

PERMISSIVE PREPAYMENT. [OPTIONAL] (a) With the prior written approval of FINRAthe Exchange, the Broker/Dealer Organization may, at its option, but not at the option of the Lender, make payment Prepayment of all or any portion of the principal amount hereof to the Lender prior to the Scheduled Maturity Date (hereinafter referred to as a “Prepayment”) at any time subsequent to one year from form the effective date of this agreement. However, no No Prepayment shall be made ifmade, however, if after giving effect thereto (and to all other payments of principal of outstanding subordination agreements of the Broker/DealerOrganization, including the return of any Secured Demand Note and the Collateral therefor held by the Broker/DealerOrganization, the maturity or accelerated maturity of which are scheduled to occur within six months after the date such Prepayment is to occur pursuant to the provisions of this paragraph, or on or prior to the Scheduled Maturity Date for payment of the principal amount hereof disregarding this paragraph, whichever date is earlier) without reference to any projected profit or loss of the Broker/Dealer, any of the following circumstances apply at the time Prepayment is to be made:Organization. (i) in the event that the Broker/Dealer Organization is not operating pursuant to the Alternative Net Capital Requirementalternative net capital requirement provided for in paragraph (a)(1)(ii) of the Rule, the aggregate indebtedness of the Broker/Dealer Organization would exceed 1000 percent of its net capital as those terms are defined in the Rule rule or any successor rule as in effect at the time such Prepayment is to be made (or such other percent as may be made applicable at such time to the Broker/Dealer Organization by FINRA, pursuant to its rules, the Exchange or by the SEC), or (ii) in the event that the Broker/Dealer Organization is operating pursuant to the Alternative Net Capital Requirementsuch alternative net capital requirement, the net capital of the Broker/Dealer Organization would be less than 5 percent (or such other percent as may be made applicable to the Broker/Dealer Organization at the time of such Prepayment by FINRA, pursuant to its rules, the Exchange or by the SEC) of aggregate debit items computed in accordance with Exhibit A to Rule 15c3-3 under the Act or any successor rule as in effecteffect at such time, or (iii) in the Broker/Dealer’s event that the Organization is registered as a futures commission merchant under the CEA, the net capitalcapital of the Organization (as defined in the CEA or the regulations thereunder as in effect at the time of such Prepayment) would be less than 7 percent (or such other percent as may be made applicable to the Organization at the time of such Prepayment by the CFTC) of the funds required to be segregated pursuant to the CEA and the regulations thereunder, and the foreign futures or foreign options secured amount less the market value of commodity options purchased by customers of the Organization on or subject to the rules of a contract market or a foreign board of trade (provided, however, the deduction for each customer shall be limited to the amount of customer funds in such customer's account(s) and foreign futures and foreign options secured amounts) or the Organization's net capital would be less than the minimum capital requirement as defined by the DSRO, or (iv) The Organization's net capital as defined in the Rule or any successor rule as in effecteffect at the time of such Prepayment, would be less than 120 percent (or such other percent as may be made applicable to the Broker/Dealer Organization at the time of such Prepayment by FINRA, pursuant to its rules, the Exchange or by the SEC) of the minimum dollar amount required by the Rule as in effect at such time (or such other dollar amount as may be made applicable to the Broker/Dealer Organization at the time of such Prepayment by FINRA, pursuant to its rules, the Exchange or by the SEC), or (ivv) in In the event that the Broker/Dealer Organization is registered as a futures commission merchant under the CEA, its net capital, as defined in the CEA or the regulations thereunder as in effect at the time of such Prepayment would be less than 120 percent (or such other percent as may be made applicable to the Organization at the time of such Prepayment by the CFTC) of the minimum dollar amount required by the CEA or the regulations thereunder as in effect at such time or such other dollar amount as may be made applicable to the Organization at the time of such Prepayment by the CFTC, or (vi) In the event that the Organization is subject to the provisions of paragraph (a)(6)(v) or (c)(2)(x)(Cc)(2)(x)(c) of the Rule, the net capital of the Broker/Dealer Organization would be less than the amount required to satisfy the 1000 percent test (or such other percent test as may be made applicable to the Broker/Dealer Organization at the time of such Prepayment by FINRA, pursuant to its rules, the Exchange or by the SEC) stated in such applicable paragraph, or (v) in the event that the Broker/Dealer is registered under the Commodity Exchange Act (the “CEA”), the net capital of the Broker/Dealer (as defined in and calculated in accordance with the CEA or the regulations thereunder) would be less than the percent or amount specified in Section 1.17(h)(2)(vii) of the regulations of the CFTC or any successor regulation in effect. (b) If Prepayment is made and of all or any part of the Collateral is returned or withdrawn principal hereof prior to the Scheduled Maturity Date and if immediately after such Prepayment and return or withdrawal of Collateral the Broker/Dealer’s Organization's net capital is less than the amount required to permit such Prepayment pursuant to the foregoing provisions of this paragraphParagraph, the Lender agrees irrevocably revocable (whether or not such Lender had any an knowledge or notice of such fact at the time of such Prepayment) to promptly, upon written notice from repay the Broker/Dealer, execute and deliver to the Broker/Dealerorganization, its successors or assigns, a note identical the sum so paid to and having a principal amount equal be held by the Organization pursuant to the Note so returned or withdrawn (or in the case of a reduction, in a principal amount equal to the amount of provisions hereof as if such reduction) and to secure such note on the same terms as in this agreement with collateral having a Capital Requirements Value at the time of delivery at least equal to the face amount of the note required to be executed and delivered pursuant to this paragraphPrepayment had never been made; provided, however, that any demand by suit for the Broker/Dealer to recover recovery of any such Prepayment must be made in writing to the Lender, a copy commenced within two years of which must be provided to FINRA, within 120 calendar days from the date of such Prepayment.

PERMISSIVE PREPAYMENT. [OPTIONAL] (a) With the prior written approval of FINRA, the Broker/Dealer may, at its option, but not at the option of the Lender, make a payment of all or any portion of the principal amount hereof to the Lender prior to the Scheduled Maturity Date (hereinafter referred to as a “Prepayment”) at any time subsequent to one year from the effective date of this agreementAgreement. However, no Prepayment shall be made if, after giving effect thereto (and to all other payments of principal of outstanding subordination agreements of the Broker/Dealer, including the return of any Secured Demand Note and the Collateral therefor held by the Broker/Dealer, the maturity or accelerated maturity of which are scheduled to occur within six months after the date such Prepayment is to occur pursuant to the provisions of this paragraph, or on or prior to the Scheduled Maturity Date for payment of the principal amount hereof disregarding this paragraph, whichever date is earlier) without reference to any projected profit or loss of the Broker/Dealer, any of the following circumstances apply at the time Prepayment is to be made: (i) in the event that the Broker/Dealer is not operating pursuant to the Alternative Net Capital Requirement, the aggregate indebtedness of the Broker/Dealer would exceed 1000 percent of its net capital as those terms are defined in the Rule or any successor rule in effect (or such other percent as may be made applicable to the Broker/Dealer by FINRA, pursuant to its rules, or by the SEC), or (ii) in the event that the Broker/Dealer is operating pursuant to the Alternative Net Capital Requirement, the net capital of the Broker/Dealer would be less than 5 percent (or such other percent as may be made applicable to the Broker/Dealer by FINRA, pursuant to its rules, or by the SEC) of aggregate debit items computed in accordance with Exhibit A to Rule 15c3-3 under the Act or any successor rule in effect, or (iii) the Broker/Dealer’s net capital, as defined in the Rule or any successor rule in effect, would be less than 120 percent (or such other percent as may be made applicable to the Broker/Dealer by FINRA, pursuant to its rules, or by the SEC) of the minimum dollar amount required by the Rule in effect at such time (or such other dollar amount as may be made applicable to the Broker/Dealer by FINRA, pursuant to its rules, or by the SEC), or (iv) in the event that the Broker/Dealer is subject to the provisions of paragraph (a)(6)(v) or (c)(2)(x)(C) of the Rule, the net capital of the Broker/Dealer would be less than the amount required to satisfy the 1000 percent test (or such other percent test as may be made applicable to the Broker/Dealer by FINRA, pursuant to its rules, or by the SEC) stated in such applicable paragraph, or (v) in the event that the Broker/Dealer is registered under the Commodity Exchange Act (the “CEA”), the net capital of the Broker/Dealer (as defined in and calculated in accordance with the CEA or the regulations thereunder) would be less than the percent or amount specified in Section 1.17(h)(2)(vii1.17(h)(2)(vii)(A) of the regulations of the CFTC or any successor regulation in effect. (b) If Prepayment is made and of all or any part of the Collateral is returned or withdrawn principal hereof prior to the Scheduled Maturity Date and if immediately after such Prepayment and return or withdrawal of Collateral the Broker/Dealer’s net capital is less than the amount required to permit such Prepayment pursuant to the foregoing provisions of this paragraph, the Lender agrees irrevocably (whether or not such Lender had any knowledge or notice of such fact at the time of such Prepayment) to promptly, upon written notice from the Broker/Dealer, execute and deliver to repay the Broker/Dealer, its successors or assigns, a note identical the sum so paid to and having a principal amount equal be held by the Broker/Dealer pursuant to the Note so returned or withdrawn (or in the case of a reduction, in a principal amount equal to the amount of provisions hereof as if such reduction) and to secure such note on the same terms as in this agreement with collateral having a Capital Requirements Value at the time of delivery at least equal to the face amount of the note required to be executed and delivered pursuant to this paragraphPrepayment had never been made; provided, however, that any demand by the Broker/Dealer to recover such Prepayment must be made in writing to the Lender, a copy of which must be provided to FINRA, within 120 calendar days from the date of such Prepayment.

PERMISSIVE PREPAYMENT. [OPTIONAL] (a) With the prior written approval of FINRAthe Exchange, the Broker/Dealer Organization may, at its option, but not at the option of the Lender, make payment Prepayment of all or any portion of the principal amount hereof to the Lender prior to the Scheduled Maturity Date (hereinafter referred to as a “Prepayment”) at any time subsequent to one year from the effective date of this agreement. However, no No Prepayment shall be made ifmade, however, if after giving effect thereto (and to all other payments of principal of outstanding subordination agreements of the Broker/DealerOrganization, including the return of any Secured Demand Note and the Collateral therefor held by the Broker/DealerOrganization, the maturity or accelerated maturity of which are scheduled to occur within six months after the date such Prepayment is to occur pursuant to the provisions of this paragraph, or on or prior to the Scheduled Maturity Date for payment of the principal amount hereof disregarding this paragraph, whichever date is earlier) without reference to any projected profit or loss of the Broker/Dealer, any of the following circumstances apply at the time Prepayment is to be made:Organization. (i) in the event that the Broker/Dealer Organization is not operating pursuant to the Alternative Net Capital Requirementalternative net capital requirement provided for in paragraph (a)(1)(ii) of the Rule, the aggregate indebtedness of the Broker/Dealer Organization would exceed 1000 percent of its net capital as those terms are defined in the Rule or any successor rule as in effect at the time such Prepayment is to be made (or such other percent as may be made applicable at such time to the Broker/Dealer Organization by FINRA, pursuant to its rules, the Exchange or by the SEC), or (ii) in the event that the Broker/Dealer Organization is operating pursuant to the Alternative Net Capital Requirementsuch alternative net capital requirement, the net capital of the Broker/Dealer Organization would be less than 5 percent (or such other percent as may be made applicable to the Broker/Dealer Organization at the time of such Prepayment by FINRA, pursuant to its rules, the Exchange or by the SEC) of aggregate debit items computed in accordance with Exhibit A to Rule 15c3-3 under the Act or any successor rule as in effecteffect at such time, or (iii) in the Broker/Dealer’s event that the Organization is registered as a futures commission merchant under the CEA, the net capital of the Organization (as defined in the CEA or the regulations thereunder as in effect at the time of such Prepayment) would be less than 7 percent (or such other percent as may be made applicable to the Organization at the time of such Prepayment by the CFTC) of the funds required to be segregated pursuant to the CEA and the regulations thereunder, and the foreign futures or foreign options secured amount less the market value of commodity options purchased by customers of the Organization on or subject to the rules of a contract market or a foreign board of trade (provided, however, the deduction for each customer shall be limited to the amount of customer funds in such customer's account(s) and foreign futures and foreign options secured amounts) or the Organization's net capital would be less than the minimum capital requirement as defined by the DSRO, or (iv) the Organization's net capital, as defined in the Rule or any successor rule as in effecteffect at the time of such Prepayment, would be less than 120 percent (or such other percent as may be made applicable to the Broker/Dealer Organization at the time of such Prepayment by FINRA, pursuant to its rules, the Exchange or by the SEC) of the minimum dollar amount required by the Rule as in effect at such time (or such other dollar amount as may be made applicable to the Broker/Dealer Organization at the time of such Prepayment by FINRA, pursuant to its rules, the Exchange or by the SEC), or (ivv) in the event that the Broker/Dealer Organization is registered as a futures commission merchant under the CEA, its net capital, as defined in the CEA or the regulations thereunder as in effect at the time of such Prepayment would be less than 120 percent (or such other percent as may be made applicable to the Organization at the time of such Prepayment by the CFTC) of the minimum dollar amount required by the CEA or the regulations thereunder as in effect at such time or such other dollar amount as may be made applicable to the Organization at the time of such Prepayment by the CFTC, or (vi) in the event that the Organization is subject to the provisions of paragraph (a)(6)(v) or (c)(2)(x)(C) of the Rule, the net capital of the Broker/Dealer Organization would be less than the amount required to satisfy the 1000 percent test (or such other percent test as may be made applicable to the Broker/Dealer Organization at the time of such Prepayment by FINRA, pursuant to its rules, the Exchange or by the SEC) stated in such applicable paragraph, or (v) in the event that the Broker/Dealer is registered under the Commodity Exchange Act (the “CEA”), the net capital of the Broker/Dealer (as defined in and calculated in accordance with the CEA or the regulations thereunder) would be less than the percent or amount specified in Section 1.17(h)(2)(vii) of the regulations of the CFTC or any successor regulation in effect. (b) If Prepayment is made and of all or any part of the Collateral is returned or withdrawn principal hereof prior to the Scheduled Maturity Date and if immediately after such Prepayment and return or withdrawal of Collateral the Broker/Dealer’s Organization's net capital is less than the amount required to permit such Prepayment pursuant to the foregoing provisions of this paragraphParagraph, the Lender agrees irrevocably (whether or not such Lender had any knowledge or notice of such fact at the time of such Prepayment) to promptly, upon written notice from repay the Broker/Dealer, execute and deliver to the Broker/DealerOrganization, its successors or assigns, a note identical the sum so paid to and having a principal amount equal be held by the Organization pursuant to the Note so returned or withdrawn (or in the case of a reduction, in a principal amount equal to the amount of provisions hereof as if such reduction) and to secure such note on the same terms as in this agreement with collateral having a Capital Requirements Value at the time of delivery at least equal to the face amount of the note required to be executed and delivered pursuant to this paragraphPrepayment had never been made; provided, however, that any demand by suit for the Broker/Dealer to recover recovery of any such Prepayment must be made in writing to the Lender, a copy commenced within two years of which must be provided to FINRA, within 120 calendar days from the date of such Prepayment.

PERMISSIVE PREPAYMENT. [OPTIONAL] (a) With the prior written approval of FINRA, the Broker/Dealer may, at its option, but not at the option of the Lender, make a payment of all or any portion of the principal amount hereof to the Lender prior to the Scheduled Maturity Date (hereinafter referred to as a “Prepayment”) at any time subsequent to one year from the effective date of this agreementAgreement. However, no Prepayment shall be made if, after giving effect thereto (and to all other payments of principal of outstanding subordination agreements of the Broker/Dealer, including the return of any Secured Demand Note and the Collateral therefor held by the Broker/Dealer, the maturity or accelerated maturity of which are scheduled to occur within six months after the date such Prepayment is to occur pursuant to the provisions of this paragraph, or on or prior to the Scheduled Maturity Date for payment of the principal amount hereof disregarding this paragraph, whichever date is earlier) without reference to any projected profit or loss of the Broker/Dealer, any of the following circumstances apply at the time Prepayment is to be made: (i) in the event that the Broker/Dealer is not operating pursuant to the Alternative Net Capital Requirement, the aggregate indebtedness of the Broker/Dealer would exceed 1000 percent of its net capital as those terms are defined in the Rule or any successor rule in effect (or such other percent as may be made applicable to the Broker/Dealer by FINRA, pursuant to its rules, or by the SEC), or (ii) in the event that the Broker/Dealer is operating pursuant to the Alternative Net Capital Requirement, the net capital of the Broker/Dealer would be less than 5 percent (or such other percent as may be made applicable to the Broker/Dealer by FINRA, pursuant to its rules, or by the SEC) of aggregate debit items computed in accordance with Exhibit A to Rule 15c3-3 under the Act or any successor rule in effect, or (iii) the Broker/Dealer’s net capital, as defined in the Rule or any successor rule in effect, would be less than 120 percent (or such other percent as may be made applicable to the Broker/Dealer by FINRA, pursuant to its rules, or by the SEC) of the minimum dollar amount required by the Rule in effect at such time (or such other dollar amount as may be made applicable to the Broker/Dealer by FINRA, pursuant to its rules, or by the SEC), or (iv) in the event that the Broker/Dealer is subject to the provisions of paragraph (a)(6)(v) or (c)(2)(x)(C) of the Rule, the net capital of the Broker/Dealer would be less than the amount required to satisfy the 1000 percent test (or such other percent test as may be made applicable to the Broker/Dealer by FINRA, pursuant to its rules, or by the SEC) stated in such applicable paragraph, or (v) in the event that the Broker/Dealer is registered under the Commodity Exchange Act (the “CEA”), the net capital of the Broker/Dealer (as defined in and calculated in accordance with the CEA or the regulations thereunder) would be less than the percent or amount specified in Section 1.17(h)(2)(vii1.17(h)(2)(vii)(A) of the regulations of the CFTC or any successor regulation in effect. (b) If Prepayment is made and of all or any part of the Collateral is returned or withdrawn principal hereof prior to the Scheduled Maturity Date and if immediately after such Prepayment and return or withdrawal of Collateral the Broker/Dealer’s net capital is less than the amount required to permit such Prepayment pursuant to the foregoing provisions of this paragraph, the Lender agrees irrevocably (whether or not such Lender had any knowledge or notice of such fact at the time of such Prepayment) to promptly, upon written notice from the Broker/Dealer, execute and deliver to repay the Broker/Dealer, its successors or assigns, a note identical the sum so paid to and having a principal amount equal be held by the Broker/Dealer pursuant to the Note so returned or withdrawn (or in the case of a reduction, in a principal amount equal to the amount of provisions hereof as if such reduction) and to secure such note on the same terms as in this agreement with collateral having a Capital Requirements Value at the time of delivery at least equal to the face amount of the note required to be executed and delivered pursuant to this paragraphPrepayment had never been made; provided, however, that any demand by the Broker/Dealer to recover such Prepayment must be made in writing to the Lender, a copy of which must be provided to FINRA, within 120 calendar days from the date of such Prepayment.

PERMISSIVE PREPAYMENT. [OPTIONAL] (a) With the prior written approval of FINRA, the Broker/Dealer may, at its option, but not at the option of the Lender, make payment of all or any portion of the principal amount hereof to the Lender prior to the Scheduled Maturity Date (hereinafter referred to as a “Prepayment”) at any time subsequent to one year from the effective date of this agreement. However, no Prepayment shall be made if, after giving effect thereto (and to all other payments of principal of outstanding subordination agreements of the Broker/Dealer, including the return of any Secured Demand Note and the Collateral therefor held by the Broker/Dealer, the maturity or accelerated maturity of which are scheduled to occur within six months after the date such Prepayment is to occur pursuant to the provisions of this paragraph, or on or prior to the Scheduled Maturity Date for payment of the principal amount hereof disregarding this paragraph, whichever date is earlier) without reference to any projected profit or loss of the Broker/Dealer, any of the following circumstances apply at the time Prepayment is to be made: (i) in the event that the Broker/Dealer is not operating pursuant to the Alternative Net Capital Requirement, the aggregate indebtedness of the Broker/Dealer would exceed 1000 percent of its net capital as those terms are defined in the Rule or any successor rule in effect (or such other percent as may be made applicable to the Broker/Dealer by FINRA, pursuant to its rules, or by the SEC), or (ii) in the event that the Broker/Dealer is operating pursuant to the Alternative Net Capital Requirement, the net capital of the Broker/Dealer would be less than 5 percent (or such other percent as may be made applicable to the Broker/Dealer by FINRA, pursuant to its rules, or by the SEC) of aggregate debit items computed in accordance with Exhibit A to Rule 15c3-3 under the Act or any successor rule in effect, or (iii) the Broker/Dealer’s net capital, as defined in the Rule or any successor rule in effect, would be less than 120 percent (or such other percent as may be made applicable to the Broker/Dealer by FINRA, pursuant to its rules, or by the SEC) of the minimum dollar amount required by the Rule in effect at such time (or such other dollar amount as may be made applicable to the Broker/Dealer by FINRA, pursuant to its rules, or by the SEC), or (iv) in the event that the Broker/Dealer is subject to the provisions of paragraph (a)(6)(v) or (c)(2)(x)(C) of the Rule, the net capital of the Broker/Dealer would be less than the amount required to satisfy the 1000 percent test (or such other percent test as may be made applicable to the Broker/Dealer by FINRA, pursuant to its rules, or by the SEC) stated in such applicable paragraph, or (v) in the event that the Broker/Dealer is registered under the Commodity Exchange Act (the “CEA”), the net capital of the Broker/Dealer (as defined in and calculated in accordance with the CEA or the regulations thereunder) would be less than the percent or amount specified in Section 1.17(h)(2)(vii) of the regulations of the CFTC or any successor regulation in effect. (b) If Prepayment is made and all or any part of the Collateral is returned or withdrawn prior to the Scheduled Maturity Date and if immediately after such Prepayment and return or withdrawal of Collateral the Broker/Dealer’s net capital is less than the amount required to permit such Prepayment pursuant to the foregoing provisions of this paragraph, the Lender agrees irrevocably (whether or not such Lender had any knowledge or notice of such fact at the time of such Prepayment) to promptly, upon written notice from the Broker/Dealer, execute and deliver to the Broker/Dealer, its successors or assigns, a note identical to and having a principal amount equal to the Note so returned or withdrawn (or in the case of a reduction, in a principal amount equal to the amount of such reduction) and to secure such note on the same terms as in this agreement with collateral having a Capital Requirements Value at the time of delivery at least equal to the face amount of the note required to be executed and delivered pursuant to this paragraph; provided, however, that any demand by the Broker/Dealer to recover such Prepayment must be made in writing to the Lender, a copy of which must be provided to FINRA, within 120 calendar days from the date of such Prepayment.

PERMISSIVE PREPAYMENT. [OPTIONAL] (a) With the prior written approval of FINRAthe Exchange, the Broker/Dealer Organization may, at its option, but not at the option of the Lender, make payment Prepayment of all or any portion of the principal amount hereof to the Lender prior to the Scheduled Maturity Date (hereinafter referred to as a “Prepayment”) at any time subsequent to one year from the effective date of this agreement. However, no No Prepayment shall be made ifmade, however, if after giving effect thereto (and to all other payments of principal of outstanding subordination agreements of the Broker/DealerOrganization, including the return of any Secured Demand Note and the Collateral therefor held by the Broker/DealerOrganization, the maturity or accelerated maturity of which are scheduled to occur within six months after the date such Prepayment is to occur pursuant to the provisions of this paragraph, or on or prior to the Scheduled Maturity Date for payment of the principal amount hereof disregarding this paragraph, whichever date is earlier) without reference to any projected profit or loss of the Broker/Dealer, any of the following circumstances apply at the time Prepayment is to be made:Organization. (i) in the event that the Broker/Dealer Organization is not operating pursuant to the Alternative Net Capital Requirementalternative net capital requirement provided for in paragraph (a)(1)(ii) of the Rule, the aggregate indebtedness of the Broker/Dealer Organization would exceed 1000 percent of its net capital as those terms are defined in the Rule or any successor rule as in effect at the time such Prepayment is to be made (or such other percent as Exhibit 10.8 may be made applicable at such time to the Broker/Dealer Organization by FINRA, pursuant to its rules, the Exchange or by the SEC), or (ii) in the event that the Broker/Dealer Organization is operating pursuant to the Alternative Net Capital Requirementsuch alternative net capital requirement, the net capital of the Broker/Dealer Organization would be less than 5 percent (or such other percent as may be made applicable to the Broker/Dealer Organization at the time of such Prepayment by FINRA, pursuant to its rules, the Exchange or by the SEC) of aggregate debit items computed in accordance with Exhibit A to Rule 15c3-3 under the Act or any successor rule as in effecteffect at such time, or (iii) in the Broker/Dealer’s event that the Organization is registered as a futures commission merchant under the CEA, the net capital of the Organization (as defined in the CEA or the regulations thereunder as in effect at the time of such Prepayment) would be less than 7 percent (or such other percent as may be made applicable to the Organization at the time of such Prepayment by the CFTC) of the funds required to be segregated pursuant to the CEA and the regulations thereunder, and the foreign futures or foreign options secured amount less the market value of commodity options purchased by customers of the Organization on or subject to the rules of a contract market or a foreign board of trade (provided, however, the deduction for each customer shall be limited to the amount of customer funds in such customer's account(s) and foreign futures and foreign options secured amounts) or the Organization's net capital would be less than the minimum capital requirement as defined by the DSRO, or (iv) the Organization's net capital, as defined in the Rule or any successor rule as in effecteffect at the time of such Prepayment, would be less than 120 percent (or such other percent as may be made applicable to the Broker/Dealer Organization at the time of such Prepayment by FINRA, pursuant to its rules, the Exchange or by the SEC) of the minimum dollar amount required by the Rule as in effect at such time (or such other dollar amount as may be made applicable to the Broker/Dealer Organization at the time of such Prepayment by FINRA, pursuant to its rules, the Exchange or by the SEC), or (ivv) in the event that the Broker/Dealer Organization is registered as a futures commission merchant under the CEA, its net capital, as defined in the CEA or the regulations thereunder as in effect at the time of such Prepayment would be less than 120 percent (or such other percent as may be made applicable to the Organization at the time of such Prepayment by the CFTC) of the minimum dollar amount required by the CEA or the regulations thereunder Exhibit 10.8 as in effect at such time or such other dollar amount as may be made applicable to the Organization at the time of such Prepayment by the CFTC, or (vi) in the event that the Organization is subject to the provisions of paragraph (a)(6)(v) or (c)(2)(x)(C) of the Rule, the net capital of the Broker/Dealer Organization would be less than the amount required to satisfy the 1000 percent test (or such other percent test as may be made applicable to the Broker/Dealer Organization at the time of such Prepayment by FINRA, pursuant to its rules, the Exchange or by the SEC) stated in such applicable paragraph, or (v) in the event that the Broker/Dealer is registered under the Commodity Exchange Act (the “CEA”), the net capital of the Broker/Dealer (as defined in and calculated in accordance with the CEA or the regulations thereunder) would be less than the percent or amount specified in Section 1.17(h)(2)(vii) of the regulations of the CFTC or any successor regulation in effect. (b) If Prepayment is made and of all or any part of the Collateral is returned or withdrawn principal hereof prior to the Scheduled Maturity Date and if immediately after such Prepayment and return or withdrawal of Collateral the Broker/Dealer’s Organization's net capital is less than the amount required to permit such Prepayment pursuant to the foregoing provisions of this paragraphParagraph, the Lender agrees irrevocably (whether or not such Lender had any knowledge or notice of such fact at the time of such Prepayment) to promptly, upon written notice from repay the Broker/Dealer, execute and deliver to the Broker/DealerOrganization, its successors or assigns, a note identical the sum so paid to and having a principal amount equal be held by the Organization pursuant to the Note so returned or withdrawn (or in the case of a reduction, in a principal amount equal to the amount of provisions hereof as if such reduction) and to secure such note on the same terms as in this agreement with collateral having a Capital Requirements Value at the time of delivery at least equal to the face amount of the note required to be executed and delivered pursuant to this paragraphPrepayment had never been made; provided, however, that any demand by suit for the Broker/Dealer to recover recovery of any such Prepayment must be made in writing to the Lender, a copy commenced within two years of which must be provided to FINRA, within 120 calendar days from the date of such Prepayment.

PERMISSIVE PREPAYMENT. [OPTIONAL] (a) With the prior written approval of FINRAthe Exchange, the Broker/Dealer Organization may, at its option, but not at the option of the Lender, make payment Prepayment of all or any portion of the principal amount hereof to the Lender prior to the Scheduled Maturity Date (hereinafter referred to as a “Prepayment”) at any time subsequent to one year from the effective date of this agreementAgreement. However, no No Prepayment shall be made ifmade, however, if after giving effect thereto (and to all other payments of principal of outstanding subordination agreements of the Broker/DealerOrganization, including the return of any Secured Demand Note and the Collateral therefor held by the Broker/DealerOrganization, the maturity or accelerated maturity of which are scheduled to occur within six months after the date such Prepayment is to occur pursuant to the provisions of this paragraph, or on or prior to the Scheduled Maturity Date for payment of the principal amount hereof disregarding this paragraph, whichever date is earlier) without reference to any projected profit or loss of the Broker/Dealer, any of the following circumstances apply at the time Prepayment is to be made:Organization. (i) in the event that the Broker/Dealer Organization is not operating pursuant to the Alternative Net Capital Requirementalternative net capital requirement provided for in paragraph (a)(1)(ii) of the Rule, the aggregate indebtedness of the Broker/Dealer Organization would exceed 1000 percent of its net capital as those terms are defined in the Rule or any successor rule as in effect at the time such Prepayment is to be made (or such other percent as may be made applicable at such time to the Broker/Dealer Organization by FINRA, pursuant to its rules, the Exchange or by the SEC), or (ii) in the event that the Broker/Dealer Organization is operating pursuant to the Alternative Net Capital Requirementsuch alternative net capital requirement, the net capital of the Broker/Dealer Organization would be less than 5 percent (or such other percent as may be made applicable to the Broker/Dealer Organization at the time of such Prepayment by FINRA, pursuant to its rules, the Exchange or by the SEC) of aggregate debit items computed in accordance with Exhibit A to Rule 15c3-3 under the Act or any successor rule as in effecteffect at such time, or (iii) in the Broker/Dealer’s event that the Organization is registered as a futures commission merchant under the CEA, the net capital of the Organization (as defined in the CEA or the regulations thereunder as in effect at the time of such Prepayment) would be less than 7 percent (or such other percent as may be made applicable to the Organization at the time of such Prepayment by the CFTC) of the funds required to be segregated pursuant to the CEA and the regulations thereunder, and the foreign futures or foreign options secured amount less the market value of commodity options purchased by customers of the Organization on or subject to the rules of a contract market or a foreign board of trade (provided, however, the deduction for each customer shall be limited to the amount of customer funds in such customer's account(s) and foreign futures and foreign options secured amounts) or the Organization's net capital would be less than the minimum capital requirement as defined by the DSRO, or (iv) the Organization's net capital, as defined in the Rule or any successor rule as in effecteffect at the time of such Prepayment, would be less than 120 percent (or such other percent as may be made applicable to the Broker/Dealer Organization at the time of such Prepayment by FINRA, pursuant to its rules, the Exchange or by the SEC) of the minimum dollar amount required by the Rule as in effect at such time (or such other dollar amount as may be made applicable to the Broker/Dealer Organization at the time of such Prepayment by FINRA, pursuant to its rules, the Exchange or by the SEC), or (ivv) in the event that the Broker/Dealer Organization is registered as a futures commission merchant under the CEA, its net capital, as defined in the CEA or the regulations thereunder as in effect at the time of such Prepayment would be less than 120 percent (or such other percent as may be made applicable to the Organization at the time of such Prepayment by the CFTC) of the minimum dollar amount required by the CEA or the regulations thereunder as in effect at such time or such other dollar amount as may be made applicable to the Organization at the time of such Prepayment by the CFTC, or (vi) in the event that the Organization is subject to the provisions of paragraph (a)(6)(v) or (c)(2)(x)(C) of the Rule, the net capital of the Broker/Dealer Organization would be less than the amount required to satisfy the 1000 percent test (or such other percent test as may be made applicable to the Broker/Dealer Organization at the time of such Prepayment by FINRA, pursuant to its rules, the Exchange or by the SEC) stated in such applicable paragraph, or (vvii) in the event that the Broker/Dealer is registered under Prepayment occurs more than 12 months prior to the Commodity Exchange Act (the “CEA”)Scheduled Maturity Date, as herein defined, the net capital of the Broker/Dealer (as defined Organization would not be in and calculated in accordance compliance with the CEA or the regulations thereunder) would be less than the percent or amount specified in Section 1.17(h)(2)(viiprovisions of paragraph (e) of the regulations Rule and, if applicable, Section 1.17(e) of the CFTC or any successor regulation in effect. (b) Regulations under the CEA. If Prepayment is made and of all or any part of the Collateral is returned or withdrawn principal hereof prior to the Scheduled Maturity Date and if immediately after such Prepayment and return or withdrawal of Collateral the Broker/Dealer’s Organization's net capital is less than the amount required to permit such Prepayment pursuant to the foregoing provisions of this paragraphParagraph, the Lender agrees irrevocably (whether or not such Lender had any knowledge or notice of such fact at the time of such Prepayment) to promptly, upon written notice from repay the Broker/Dealer, execute and deliver to the Broker/DealerOrganization, its successors successor or assigns, a note identical the sum so paid to and having a principal amount equal be held by the Organization pursuant to the Note so returned or withdrawn (or in the case of a reduction, in a principal amount equal to the amount of provisions hereof as if such reduction) and to secure such note on the same terms as in this agreement with collateral having a Capital Requirements Value at the time of delivery at least equal to the face amount of the note required to be executed and delivered pursuant to this paragraphPrepayment had never been made; provided, however, that any demand by suit for the Broker/Dealer to recover recovery of any such Prepayment must be made in writing to the Lender, a copy commenced within two years of which must be provided to FINRA, within 120 calendar days from the date of such Prepayment.